UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2017
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. 001-11261
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, LLC |
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 ☒ 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 ☒
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 ☒ 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 ☒ 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 registrants 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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ |
Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of voting common stock held by nonaffiliates of the registrant (based on the New York Stock Exchange closing price) on July 2, 2017, which was the last business day of the registrants most recently completed second fiscal quarter, was $5,025,108,611. Registrant does not (and did not at July 2, 2017) have any non-voting common stock outstanding.
As of February 16, 2018, there were 99,487,362 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 18, 2018, 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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SONOCO PRODUCTS COMPANY
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PART I
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Executive officers of the registrant
Name | Age | Position and Business Experience for the Past Five Years | ||||
Executive Committee |
||||||
M. Jack Sanders | 64 | (Retiring effective April 2, 2018.) President and Chief Executive Officer since April 2013. Previously President and Chief Operating Officer December 2010-March 2013; Executive Vice President, Consumer January-December 2010; Executive Vice President, Industrial 2008-2010. Joined Sonoco in 1987. | ||||
Robert C. Tiede | 59 | President and CEO-elect, effective April 2, 2018. Executive Vice President and Chief Operating Officer since January 2017. Previously Senior Vice President, Global Consumer Packaging & Services, Protective Solutions & Reels 20152017; Senior Vice President, Global Consumer Packaging and Services 2013-2015; Vice President, Global Flexible & Packaging Services 2009-2013. Joined Sonoco in 2004. | ||||
Vicki B. Arthur | 59 | Senior Vice President, Plastic Packaging and Protective Solutions since January 2017. Previously Vice President, Global Protective Solutions 2013-2017; Vice President, Protective Solutions, N.A. 2012-2013; Vice President, Global Corporate Customers 2008-2012. Joined Sonoco in 1984. | ||||
R. Howard Coker | 55 | Senior Vice President, Rigid Paper Containers and Paper/Engineered Carriers International since January 2017. Previously Group Vice President, Global Rigid Paper & Closures and Paper & Industrial Converted Products, EMEA, Asia, Australia and New Zealand 2015-2017; Vice President, Global Rigid Paper & Closures 2015; Group Vice President, Global Rigid Paper & Plastics 2013-2015; Vice President, Global Rigid Paper & Closures 2011-2013. Joined Sonoco in 1985. Mr. Coker is the brother-in-law of John R. Haley, one of Sonocos directors. | ||||
John M. Florence | 39 | Corporate Vice President, General Counsel and Secretary since November 2016. Previously Corporate Attorney 2015-2016. Joined Sonoco in 2015. Previously an attorney at Haynsworth Sinkler Boyd, P.A. 2005-2015. Mr. Florence is the son-in-law of Harris E. DeLoach, Jr., our Executive Chairman. | ||||
Rodger D. Fuller | 56 | Senior Vice President, Paper/Engineered Carriers U.S./Canada and Display & Packaging since 2017. Previously Group Vice President, Paper & Industrial Converted Products, Americas 2015-2017; Vice President, Global Primary Materials Group 2015; Group Vice President, Paper & Industrial Converting N.A. 2013-2015; Vice President, Global Rigid Plastics & Corporate Customers 2011-2013. Joined Sonoco in 1985. | ||||
Kevin P. Mahoney | 62 | Senior Vice President, Corporate Planning since February 2011. Previously Vice President, Corporate Planning 2000-2011. Joined Sonoco in 1987. |
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Name | Age | Position and Business Experience for the Past Five Years | ||||
Allan H. McLeland | 51 | Corporate Vice President, Human Resources since January 2011. Previously Staff Vice President, Human Resources, Industrial 2010-2011. Joined Sonoco in 1993. | ||||
Barry L. Saunders | 58 | Senior Vice President and Chief Financial Officer since May 2015. Previously Vice President and Chief Financial Officer 2011-2015; Vice President, Corporate Controller and Chief Accounting Officer 2008-2011. Joined Sonoco in 1989. | ||||
Roger P. Schrum | 62 | Corporate Vice President, Investor Relations & Corporate Affairs since February 2009. Previously Staff Vice President, Investor Relations & Corporate Affairs 2005-2009. Joined Sonoco in 2005. | ||||
Other Corporate Officers |
||||||
Julie C. Albrecht | 50 | Corporate Vice President, Treasurer/Assistant CFO. Previously Vice President, Finance and Investor Relations & Treasurer for Esterline Technologies Corporation, 2015-2017; Finance Director, Customer Service Aircraft Systems for United Technologies, 2012-2015. Joined Sonoco in 2017. | ||||
James A. Harrell III | 56 | Vice President, Tubes & Cores, U.S. and Canada since December 2015. Previously Vice President, Global Tubes & Cores Operations February-December 2015; Vice President, Tubes & Cores N.A. 2012-2015; Vice President, Industrial Converting Division N.A. 2010-2012. Joined Sonoco in 1985. | ||||
Robert L. Puechl | 62 | Vice President, Global Flexibles since January 2011. Previously Vice President, Global Plastics 2010-2011. Joined Sonoco in 1986. | ||||
Marcy J. Thompson | 56 | Vice President, Marketing and Innovation since July 2013. Previously Vice President, Rigid Paper N.A. 2011-2013; Division Vice President & General Manager, Sonoco Recycling 2009-2011. Joined Sonoco in 2006. | ||||
Adam Wood | 49 | Vice President, Paper & Industrial Converted Products, EMEA, Asia, Australia and New Zealand since December 2015. Previously Vice President, Global Tubes & Cores February-December 2015; Vice President, Industrial Europe 2014-2015; Division VP/GM, Industrial Europe 2011-2014. Joined Sonoco in 2003. |
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PART II
The Company made the following purchases of its securities during the fourth quarter of 2017:
Issuer purchases of equity securities
Period | (a) Total Number of Shares Purchased1 |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2 |
(d) Maximum Number of Shares that May Yet be Purchased under the Plans or Programs2 | ||||||||||||||||
10/02/17 11/05/17 |
4,320 | $ | 52.40 | | 2,969,611 | |||||||||||||||
11/06/17 12/03/17 |
667 | $ | 51.98 | | 2,969,611 | |||||||||||||||
12/04/17 12/31/17 |
1,761 | $ | 54.46 | | 2,969,611 | |||||||||||||||
Total |
6,748 | $ | 52.90 | | 2,969,611 |
1 | A total of 6,748 common shares were repurchased in the fourth quarter of 2017 related to shares withheld to satisfy employee tax withholding obligations in association with the exercise of certain share-based compensation awards. These shares were not repurchased as part of a publicly announced plan or program. |
2 | On February 10, 2016, the Board of Directors authorized the repurchase of up to 5,000,000 shares of the Companys common stock. No shares were repurchased during 2017. During 2016, a total of 2,030,389 shares were repurchased under this authorization at a cost of $100 million. Accordingly, at December 31, 2017, a total of 2,969,611 shares remain available for repurchase under this authorization. |
The Company did not make any unregistered sales of its securities during 2017.
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Item 6. Selected financial data
The following table sets forth the Companys selected consolidated financial information for the past five years. The information presented below should be read together with Managements Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K and the Companys 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 Companys Consolidated Financial Statements.
Years ended December 31 | |||||||||||||||||||||||||
(Dollars and shares in thousands except per share data) | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||||
Operating Results |
|||||||||||||||||||||||||
Net sales |
$ | 5,036,650 | $ | 4,782,877 | $ | 4,964,369 | $ | 5,016,994 | $ | 4,861,657 | |||||||||||||||
Cost of sales and operating expenses |
4,630,932 | 4,351,452 | 4,531,188 | 4,616,104 | 4,487,184 | ||||||||||||||||||||
Restructuring/Asset impairment charges |
38,419 | 42,883 | 50,637 | 22,792 | 25,038 | ||||||||||||||||||||
Gain on disposition of business |
| (104,292 | ) | | | | |||||||||||||||||||
Interest expense |
57,220 | 54,170 | 56,973 | 55,140 | 59,913 | ||||||||||||||||||||
Interest income |
(4,475 | ) | (2,613 | ) | (2,375 | ) | (2,749 | ) | (3,187 | ) | |||||||||||||||
Income before income taxes |
314,554 | 441,277 | 327,946 | 325,707 | 292,709 | ||||||||||||||||||||
Provision for income taxes |
146,589 | 164,631 | 87,738 | 108,758 | 93,631 | ||||||||||||||||||||
Equity in earnings of affiliates, net of tax |
(9,482 | ) | (11,235 | ) | (10,416 | ) | (9,886 | ) | (12,029 | ) | |||||||||||||||
Net income |
177,447 | 287,881 | 250,624 | 226,835 | 211,107 | ||||||||||||||||||||
Net (income) attributable to noncontrolling interests |
(2,102 | ) | (1,447 | ) | (488 | ) | (919 | ) | (1,282 | ) | |||||||||||||||
Net income attributable to Sonoco |
$ | 175,345 | $ | 286,434 | $ | 250,136 | $ | 225,916 | $ | 209,825 | |||||||||||||||
Per common share |
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Net income attributable to Sonoco: |
|||||||||||||||||||||||||
Basic |
$ | 1.75 | $ | 2.83 | $ | 2.46 | $ | 2.21 | $ | 2.05 | |||||||||||||||
Diluted |
1.74 | 2.81 | 2.44 | 2.19 | 2.03 | ||||||||||||||||||||
Cash dividends |
1.54 | 1.46 | 1.37 | 1.27 | 1.23 | ||||||||||||||||||||
Weighted average common shares outstanding: |
|||||||||||||||||||||||||
Basic |
100,237 | 101,093 | 101,482 | 102,215 | 102,577 | ||||||||||||||||||||
Diluted |
100,852 | 101,782 | 102,392 | 103,172 | 103,248 | ||||||||||||||||||||
Actual common shares outstanding at December 31 |
99,414 | 99,193 | 100,944 | 100,603 | 102,147 | ||||||||||||||||||||
Financial Position |
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Net working capital |
$ | 563,666 | $ | 546,152 | $ | 384,862 | $ | 461,596 | $ | 498,105 | |||||||||||||||
Property, plant and equipment, net |
1,169,377 | 1,060,017 | 1,112,036 | 1,148,607 | 1,021,920 | ||||||||||||||||||||
Total assets |
4,557,721 | 3,923,203 | 4,013,685 | 4,186,706 | 3,967,322 | ||||||||||||||||||||
Long-term debt |
1,288,002 | 1,020,698 | 1,015,270 | 1,193,680 | 939,056 | ||||||||||||||||||||
Total debt |
1,447,329 | 1,052,743 | 1,128,367 | 1,245,960 | 974,257 | ||||||||||||||||||||
Total equity |
1,730,060 | 1,554,705 | 1,532,873 | 1,503,847 | 1,706,049 | ||||||||||||||||||||
Current ratio |
1.6 | 1.7 | 1.4 | 1.5 | 1.6 | ||||||||||||||||||||
Total debt to total capital1 |
45.6% | 40.4% | 42.4% | 45.3% | 36.3% |
1 | Calculated as total debt divided by the sum of total debt and total equity. |
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Reconciliations of GAAP to non-GAAP financial measures
The following tables reconcile the Companys non-GAAP financial measures to their most directly comparable GAAP financial measures for each of the years presented:
For the year ended December 31, 2017 | |||||||||||||||||||||||||
Dollars and shares in thousands, except per share data | GAAP | Restructuring/ Asset Impairment |
Acquisition Related Costs |
Other Adjustments (1) |
Base | ||||||||||||||||||||
Income before interest and income taxes |
$ | 367,299 | $ | 38,419 | $ | 13,790 | $ | 30,482 | $ | 449,990 | |||||||||||||||
Interest expense, net |
52,745 | | | | 52,745 | ||||||||||||||||||||
Income before income taxes |
$ | 314,554 | $ | 38,419 | $ | 13,790 | $ | 30,482 | $ | 397,245 | |||||||||||||||
Provision for income taxes |
146,589 | 13,064 | 3,841 | (40,123 | ) | 123,371 | |||||||||||||||||||
Income before equity in earnings of affiliates |
$ | 167,965 | $ | 25,355 | $ | 9,949 | $ | 70,605 | $ | 273,874 | |||||||||||||||
Equity in earnings of affiliates, net of tax |
9,482 | | | 581 | 10,063 | ||||||||||||||||||||
Net income |
$ | 177,447 | $ | 25,355 | $ | 9,949 | $ | 71,186 | $ | 283,937 | |||||||||||||||
Less: Net (income) attributable to noncontrolling interests, net of tax |
(2,102 | ) | (71 | ) | | | (2,173 | ) | |||||||||||||||||
Net income attributable to Sonoco |
$ | 175,345 | $ | 25,284 | $ | 9,949 | $ | 71,186 | $ | 281,764 | |||||||||||||||
Per diluted common share |
$ | 1.74 | $ | 0.25 | $ | 0.10 | $ | 0.71 | $ | 2.79 |
(1) | Consists of the following: pension settlement charges of $32,761 ($20,241 after tax), partially offset by insurance settlement gains; tax charges of approximately $76,933 related to a one-time transition tax on certain accumulated foreign earnings offset by approximately $25,668 related to an increase in net deferred tax assets, both of which are related to implementation of the U.S. Tax Cuts and Jobs Act; and other net tax charges totaling $492. |
For the year ended December 31, 2016 | |||||||||||||||||||||||||
Dollars and shares in thousands, except per share data | GAAP | Restructuring/ Asset Impairment |
Acquisition Related Costs |
Other Adjustments(2) |
Base | ||||||||||||||||||||
Income before interest and income taxes |
$ | 492,834 | $ | 42,883 | $ | 4,569 | $ | (103,360 | ) | $ | 436,926 | ||||||||||||||
Interest expense, net |
51,557 | | | | 51,557 | ||||||||||||||||||||
Income before income taxes |
$ | 441,277 | $ | 42,883 | $ | 4,569 | $ | (103,360 | ) | $ | 385,369 | ||||||||||||||
Provision for income taxes |
164,631 | 7,520 | 1,422 | (55,803 | ) | 117,770 | |||||||||||||||||||
Income before equity in earnings of affiliates |
$ | 276,646 | $ | 35,363 | $ | 3,147 | $ | (47,557 | ) | $ | 267,599 | ||||||||||||||
Equity in earnings of affiliates, net of tax |
11,235 | | | | 11,235 | ||||||||||||||||||||
Net income |
$ | 287,881 | $ | 35,363 | $ | 3,147 | $ | (47,557 | ) | $ | 278,834 | ||||||||||||||
Less: Net (income) attributable to noncontrolling interests, net of tax |
(1,447 | ) | (161 | ) | | | (1,608 | ) | |||||||||||||||||
Net income attributable to Sonoco |
$ | 286,434 | $ | 35,202 | $ | 3,147 | $ | (47,557 | ) | $ | 277,226 | ||||||||||||||
Per diluted common share |
$ | 2.81 | $ | 0.35 | $ | 0.03 | $ | (0.47 | ) | $ | 2.72 |
(2) | Consists of the following: gain from the sale of the rigid plastics blow molding operations totaling $104,292 ($49,341 after tax); $850 increase ($522 after tax) in reserves for Fox River environmental claims; $1,203 net tax loss due primarily to changes in rates and valuation allowances for foreign entities; and other charges totaling $82 ($59 after tax). |
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For the year ended December 31, 2015 | |||||||||||||||||||||||||
Dollars and shares in thousands, except per share data | GAAP | Restructuring/ Asset Impairment |
Acquisition Related Costs |
Other Adjustments(3) |
Base | ||||||||||||||||||||
Income before interest and income taxes |
$ | 382,544 | $ | 50,637 | $ | 1,663 | $ | (22,280 | ) | $ | 412,564 | ||||||||||||||
Interest expense, net |
54,598 | | | | 54,598 | ||||||||||||||||||||
Income before income taxes |
$ | 327,946 | $ | 50,637 | $ | 1,663 | $ | (22,280 | ) | $ | 357,966 | ||||||||||||||
Provision for income taxes |
87,738 | 22,641 | 9 | 746 | 111,134 | ||||||||||||||||||||
Income before equity in earnings of affiliates |
$ | 240,208 | $ | 27,996 | $ | 1,654 | $ | (23,026 | ) | $ | 246,832 | ||||||||||||||
Equity in earnings of affiliates, net of tax |
10,416 | | | | 10,416 | ||||||||||||||||||||
Net income |
$ | 250,624 | $ | 27,996 | $ | 1,654 | $ | (23,026 | ) | $ | 257,248 | ||||||||||||||
Less: Net (income)/loss attributable to noncontrolling interests, net of tax |
(488 | ) | (93 | ) | | | (581 | ) | |||||||||||||||||
Net income attributable to Sonoco |
$ | 250,136 | $ | 27,903 | $ | 1,654 | $ | (23,026 | ) | $ | 256,667 | ||||||||||||||
Per diluted common share |
$ | 2.44 | $ | 0.27 | $ | 0.02 | $ | (0.22 | ) | $ | 2.51 |
(3) | Consists of the following: gain from the release of reserves related to the partial settlement of the Fox River environmental claims totaling $32,543 ($19,928 after tax); income tax gains from the release of valuation allowances against net deferred tax assets in Spain, Canada, the Netherlands, and the United Kingdom totaling $9,563; legal and financial professional expenses associated with the Companys investigation of financial misstatements in Mexico totaling $7,099 ($4,380 after tax); additional expenses related to executive life insurance policies totaling $2,188 ($1,344 after tax); and other charges totaling $976 ($741 after tax). |
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Contractual obligations
The following table summarizes contractual obligations at December 31, 2017:
Payments Due In | ||||||||||||||||||||||||||||||
($ in millions) | Total | 2018 | 2019-2020 | 2021-2022 | Beyond 2022 | Uncertain | ||||||||||||||||||||||||
Debt obligations |
$ | 1,447.3 | $ | 159.3 | $ | 33.0 | $ | 646.1 | $ | 608.9 | $ | | ||||||||||||||||||
Interest payments1 |
868.2 | 46.4 | 92.8 | 79.2 | 649.8 | | ||||||||||||||||||||||||
Operating leases |
186.8 | $ | 46.4 | $ | 68.9 | $ | 39.0 | $ | 32.5 | | ||||||||||||||||||||
Transition tax under Tax Act2 |
76.9 | 6.2 | 12.3 | 12.3 | 46.1 | | ||||||||||||||||||||||||
Income tax contingencies3 |
17.0 | | | | | 17.0 | ||||||||||||||||||||||||
Purchase obligations4 |
289.3 | 118.4 | 130.7 | 39.4 | 0.8 | | ||||||||||||||||||||||||
Total contractual obligations5 |
$ | 2,885.5 | $ | 376.7 | $ | 337.7 | $ | 816.0 | $ | 1,338.1 | $ | 17.0 |
1 | Includes interest payments on outstanding fixed-rate, long-term debt obligations, as well as financing fees on the backstop line of credit. |
2 | In December 2017, the Company recognized a transition tax of $76.9 million on certain accumulated foreign earnings in order to comply with the U.S. Tax Cuts and Jobs Act (Tax Act). The liability for this tax, which is based on the best information available to the Company at the present time, is payable in installments over a period of 8 years. |
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3 | Due to the nature of this obligation, the Company is unable to estimate the timing of the cash outflows. Includes gross unrecognized tax benefits of $17.1, plus accrued interest associated with the unrecognized tax benefit of $2.2, adjusted for the deferred tax benefit associated with the future deduction of unrecognized tax benefits and the accrued interest of $1.5 and $0.8, respectively. |
4 | 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.) |
5 | Excludes potential cash funding requirements of the Companys retirement plans and retiree health and life insurance plans. |
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Sonoco Products Company
(Dollars and shares in thousands) At December 31 |
2017 | 2016 | ||||||||
Assets |
||||||||||
Current Assets |
||||||||||
Cash and cash equivalents |
$ | 254,912 | $ | 257,226 | ||||||
Trade accounts receivable, net of allowances of $9,913 in 2017 and $10,884 in 2016 |
725,251 | 625,411 | ||||||||
Other receivables |
64,561 | 43,553 | ||||||||
Inventories |
||||||||||
Finished and in process |
196,204 | 127,446 | ||||||||
Materials and supplies |
277,859 | 245,368 | ||||||||
Prepaid expenses |
44,849 | 49,764 | ||||||||
1,563,636 | 1,348,768 | |||||||||
Property, Plant and Equipment, Net |
1,169,377 | 1,060,017 | ||||||||
Goodwill |
1,241,875 | 1,092,215 | ||||||||
Other Intangible Assets, Net |
331,295 | 224,958 | ||||||||
Long-term Deferred Income Taxes |
62,053 | 42,130 | ||||||||
Other Assets |
189,485 | 155,115 | ||||||||
Total Assets |
$ | 4,557,721 | $ | 3,923,203 | ||||||
Liabilities and Equity |
||||||||||
Current Liabilities |
||||||||||
Payable to suppliers |
$ | 548,309 | $ | 477,831 | ||||||
Accrued expenses and other |
217,018 | 205,303 | ||||||||
Accrued wages and other compensation |
66,337 | 68,693 | ||||||||
Notes payable and current portion of long-term debt |
159,327 | 32,045 | ||||||||
Accrued taxes |
8,979 | 18,744 | ||||||||
999,970 | 802,616 | |||||||||
Long-term Debt |
1,288,002 | 1,020,698 | ||||||||
Pension and Other Postretirement Benefits |
355,187 | 447,339 | ||||||||
Deferred Income Taxes |
74,073 | 59,753 | ||||||||
Other Liabilities |
110,429 | 38,092 | ||||||||
Commitments and Contingencies |
||||||||||
Sonoco Shareholders Equity |
||||||||||
Serial preferred stock, no par value |
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Authorized 30,000 shares |
||||||||||
0 shares issued and outstanding as of December 31, 2017 and 2016 |
||||||||||
Common shares, no par value |
||||||||||
Authorized 300,000 shares |
||||||||||
99,414 and 99,193 shares issued and outstanding |
7,175 | 7,175 | ||||||||
Capital in excess of stated value |
330,157 | 321,050 | ||||||||
Accumulated other comprehensive loss |
(666,272 | ) | (738,380 | ) | ||||||
Retained earnings |
2,036,006 | 1,942,513 | ||||||||
Total Sonoco Shareholders Equity |
1,707,066 | 1,532,358 | ||||||||
Noncontrolling Interests |
22,994 | 22,347 | ||||||||
Total Equity |
1,730,060 | 1,554,705 | ||||||||
Total Liabilities and Equity |
$ | 4,557,721 | $ | 3,923,203 |
The Notes beginning on page F-6 are an integral part of these financial statements.
SONOCO 2017 ANNUAL REPORT | FORM 10-K F2
Consolidated Statements of Income
Sonoco Products Company
(Dollars and shares in thousands except per share data) Years ended December 31 |
2017 | 2016 | 2015 | ||||||||||||
Net sales |
$ | 5,036,650 | $ | 4,782,877 | $ | 4,964,369 | |||||||||
Cost of sales |
4,087,260 | 3,845,451 | 4,034,947 | ||||||||||||
Gross profit |
949,390 | 937,426 | 929,422 | ||||||||||||
Selling, general and administrative expenses |
543,672 | 506,001 | 496,241 | ||||||||||||
Restructuring/Asset impairment charges |
38,419 | 42,883 | 50,637 | ||||||||||||
Gain on disposition of business, net |
| 104,292 | | ||||||||||||
Income before interest and income taxes |
367,299 | 492,834 | 382,544 | ||||||||||||
Interest expense |
57,220 | 54,170 | 56,973 | ||||||||||||
Interest income |
4,475 | 2,613 | 2,375 | ||||||||||||
Income before income taxes |
314,554 | 441,277 | 327,946 | ||||||||||||
Provision for income taxes |
146,589 | 164,631 | 87,738 | ||||||||||||
Income before equity in earnings of affiliates |
167,965 | 276,646 | 240,208 | ||||||||||||
Equity in earnings of affiliates, net of tax |
9,482 | 11,235 | 10,416 | ||||||||||||
Net income |
177,447 | 287,881 | 250,624 | ||||||||||||
Net (income) attributable to noncontrolling interests |
(2,102 | ) | (1,447 | ) | (488 | ) | |||||||||
Net income attributable to Sonoco |
$ | 175,345 | $ | 286,434 | $ | 250,136 | |||||||||
Weighted average common shares outstanding: |
|||||||||||||||
Basic |
100,237 | 101,093 | 101,482 | ||||||||||||
Assuming exercise of awards |
615 | 689 | 910 | ||||||||||||
Diluted |
100,852 | 101,782 | 102,392 | ||||||||||||
Per common share |
|||||||||||||||
Net income attributable to Sonoco: |
|||||||||||||||
Basic |
$ | 1.75 | $ | 2.83 | $ | 2.46 | |||||||||
Diluted |
$ | 1.74 | $ | 2.81 | $ | 2.44 | |||||||||
Cash dividends |
$ | 1.54 | $ | 1.46 | $ | 1.37 |
Consolidated Statements of Comprehensive Income
Sonoco Products Company
(Dollars in thousands) Years ended December 31 |
2017 | 2016 | 2015 | ||||||||||||
Net income |
$ | 177,447 | $ | 287,881 | $ | 250,624 | |||||||||
Other comprehensive income/(loss): |
|||||||||||||||
Foreign currency translation adjustments |
89,108 | (32,405 | ) | (129,652 | ) | ||||||||||
Changes in defined benefit plans, net of tax |
59,924 | (9,577 | ) | 31,042 | |||||||||||
Change in derivative financial instruments, net of tax |
(2,580 | ) | 7,091 | 810 | |||||||||||
Other comprehensive income/(loss) |
146,452 | (34,891 | ) | (97,800 | ) | ||||||||||
Comprehensive income/(loss) |
323,899 | 252,990 | 152,824 | ||||||||||||
Net (income) attributable to noncontrolling interests |
(2,102 | ) | (1,447 | ) | (488 | ) | |||||||||
Other comprehensive loss/(income) attributable to noncontrolling interests |
(1,105 | ) | (956 | ) | 4,118 | ||||||||||
Comprehensive income/(loss) attributable to Sonoco |
$ | 320,692 | $ | 250,587 | $ | 156,454 |
The Notes beginning on page F-6 are an integral part of these financial statements.
F3 SONOCO 2017 ANNUAL REPORT | FORM 10-K
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, 2015 |
$ | 1,503,847 | 100,603 | $ | 7,175 | $ | 396,980 | $ | (608,851 | ) | $ | 1,692,891 | $ | 15,652 | |||||||||||||||||||||
Net income |
250,624 | 250,136 | 488 | ||||||||||||||||||||||||||||||||
Other comprehensive income/(loss): |
|||||||||||||||||||||||||||||||||||
Translation loss |
(129,652 | ) | (125,534 | ) | (4,118 | ) | |||||||||||||||||||||||||||||
Defined benefit plan adjustment1 |
31,042 | 31,042 | |||||||||||||||||||||||||||||||||
Derivative financial instruments1 |
810 | 810 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Other comprehensive loss |
(97,800 | ) | (93,682 | ) | (4,118 | ) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Dividends |
(139,200 | ) | (139,200 | ) | |||||||||||||||||||||||||||||||
Issuance of stock awards |
6,091 | 514 | 6,091 | ||||||||||||||||||||||||||||||||
Shares repurchased |
(7,868 | ) | (173 | ) | (7,868 | ) | |||||||||||||||||||||||||||||
Stock-based compensation |
9,257 | 9,257 | |||||||||||||||||||||||||||||||||
Non-controlling interest from acquisition |
7,922 | 7,922 | |||||||||||||||||||||||||||||||||
December 31, 2015 |
$ | 1,532,873 | 100,944 | $ | 7,175 | $ | 404,460 | $ | (702,533 | ) | $ | 1,803,827 | $ | 19,944 | |||||||||||||||||||||
Net income |
287,881 | 286,434 | 1,447 | ||||||||||||||||||||||||||||||||
Other comprehensive income/(loss): |
|||||||||||||||||||||||||||||||||||
Translation gain/(loss) |
(32,405 | ) | (33,361 | ) | 956 | ||||||||||||||||||||||||||||||
Defined benefit plan adjustment1 |
(9,577 | ) | (9,577 | ) | |||||||||||||||||||||||||||||||
Derivative financial instruments1 |
7,091 | 7,091 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Other comprehensive income/(loss) |
(34,891 | ) | (35,847 | ) | 956 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Dividends |
(147,748 | ) | (147,748 | ) | |||||||||||||||||||||||||||||||
Issuance of stock awards |
4,040 | 428 | 4,040 | ||||||||||||||||||||||||||||||||
Shares repurchased |
(106,739 | ) | (2,179 | ) | (106,739 | ) | |||||||||||||||||||||||||||||
Stock-based compensation |
19,289 | 19,289 | |||||||||||||||||||||||||||||||||
December 31, 2016 |
$ | 1,554,705 | 99,193 | 7,175 | 321,050 | (738,380 | ) | 1,942,513 | 22,347 | ||||||||||||||||||||||||||
Net income |
177,447 | 175,345 | 2,102 | ||||||||||||||||||||||||||||||||
Other comprehensive income/(loss): |
|||||||||||||||||||||||||||||||||||
Translation gain |
89,108 | 88,003 | 1,105 | ||||||||||||||||||||||||||||||||
Defined benefit plan adjustment1 |
59,924 | 59,924 | |||||||||||||||||||||||||||||||||
Derivative financial instruments1 |
(2,580 | ) | (2,580 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Other comprehensive income |
146,452 | 145,347 | 1,105 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Dividends |
(154,773 | ) | (154,773 | ) | |||||||||||||||||||||||||||||||
Issuance of stock awards |
1,636 | 341 | 1,636 | ||||||||||||||||||||||||||||||||
Shares repurchased |
(6,335 | ) | (120 | ) | (6,335 | ) | |||||||||||||||||||||||||||||
Stock-based compensation |
13,488 | 13,488 | |||||||||||||||||||||||||||||||||
Impact of new accounting pronouncements |
| 318 | (73,239 | ) | 72,921 | ||||||||||||||||||||||||||||||
Non-controlling interest from acquisition |
(2,560 | ) | (2,560 | ) | |||||||||||||||||||||||||||||||
December 31, 2017 |
$ | 1,730,060 | 99,414 | $ | 7,175 | $ | 330,157 | $ | (666,272 | ) | $ | 2,036,006 | $ | 22,994 |
1 | net of tax |
The Notes beginning on page F-6 are an integral part of these financial statements.
SONOCO 2017 ANNUAL REPORT | FORM 10-K F4
Consolidated Statements of Cash Flows
Sonoco Products Company
(Dollars in thousands) Years ended December 31 |
2017 | 2016 | 2015 | ||||||||||||
Cash Flows from Operating Activities |
|||||||||||||||
Net income |
$ | 177,447 | $ | 287,881 | $ | 250,624 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities |
|||||||||||||||
Asset impairment |
20,017 | 7,122 | 24,408 | ||||||||||||
Depreciation, depletion and amortization |
217,625 | 205,182 | 213,161 | ||||||||||||
Loss/(Gain) on adjustment of Fox River environmental reserves |
| 850 | (32,543 | ) | |||||||||||
Share-based compensation expense |
13,488 | 19,289 | 9,257 | ||||||||||||
Equity in earnings of affiliates |
(9,482 | ) | (11,235 | ) | (10,416 | ) | |||||||||
Cash dividends from affiliated companies |
6,967 | 10,231 | 8,131 | ||||||||||||
Gain/(Loss) on disposition of assets, net |
2,039 | 14,173 | (5,719 | ) | |||||||||||
Gain on disposition of business |
| (108,699 | ) | | |||||||||||
Pension and postretirement plan expense |
78,506 | 45,281 | 57,308 | ||||||||||||
Pension and postretirement plan contributions |
(108,579 | ) | (46,716 | ) | (36,009 | ) | |||||||||
Tax effect of share-based compensation exercises |
| 2,654 | 3,601 | ||||||||||||
Excess tax benefit of share-based compensation |
| (2,695 | ) | (3,622 | ) | ||||||||||
Net (decrease)/increase in deferred taxes |
(20,553 | ) | 2,591 | (3,737 | ) | ||||||||||
Change in assets and liabilities, net of effects from acquisitions, dispositions and foreign currency adjustments |
|||||||||||||||
Trade accounts receivable |
(43,773 | ) | (44,672 | ) | (15,398 | ) | |||||||||
Inventories |
(16,067 | ) | (11,515 | ) | (2,567 | ) | |||||||||
Payable to suppliers |
4,226 | 5,550 | 12,349 | ||||||||||||
Prepaid expenses |
(110 | ) | 5,125 | (6,766 | ) | ||||||||||
Accrued expenses |
(14,606 | ) | (11,742 | ) | 15,299 | ||||||||||
Income taxes payable and other income tax items |
70,180 | 21,913 | (17,118 | ) | |||||||||||
Fox River environmental reserves |
| (1,043 | ) | (1,335 | ) | ||||||||||
Other assets and liabilities |
(27,967 | ) | 9,154 | (5,978 | ) | ||||||||||
Net cash provided by operating activities |
349,358 | 398,679 | 452,930 | ||||||||||||
Cash Flows from Investing Activities |
|||||||||||||||
Purchase of property, plant and equipment |
(188,913 | ) | (186,741 | ) | (192,295 | ) | |||||||||
Cost of acquisitions, net of cash acquired |
(383,725 | ) | (88,632 | ) | (17,447 | ) | |||||||||
Cash paid for disposition of assets |
| (8,436 | ) | | |||||||||||
Proceeds from the sale of assets |
5,271 | 280,373 | 32,530 | ||||||||||||
Investment in affiliates and other |
1,687 | 294 | (2,657 | ) | |||||||||||
Net cash used by investing activities |
(565,680 | ) | (3,142 | ) | (179,869 | ) | |||||||||
Cash Flows from Financing Activities |
|||||||||||||||
Proceeds from issuance of debt |
448,511 | 241,180 | 68,182 | ||||||||||||
Principal repayment of debt |
(217,320 | ) | (306,305 | ) | (182,900 | ) | |||||||||
Net increase in commercial paper borrowings |
124,000 | | | ||||||||||||
Net increase/(decrease) in outstanding checks |
7,518 | (163 | ) | (684 | ) | ||||||||||
Cash dividends common |
(153,137 | ) | (146,364 | ) | (138,032 | ) | |||||||||
Excess tax benefit of share-based compensation |
| 2,695 | 3,622 | ||||||||||||
Shares acquired |
(6,335 | ) | (106,739 | ) | (7,868 | ) | |||||||||
Shares issued |
| | 1,324 | ||||||||||||
Net cash provided/(used) by financing activities |
203,237 | (315,696 | ) | (256,356 | ) | ||||||||||
Effects of Exchange Rate Changes on Cash |
10,771 | (5,049 | ) | 4,561 | |||||||||||
(Decrease)/Increase in Cash and Cash Equivalents |
(2,314 | ) | 74,792 | 21,266 | |||||||||||
Cash and cash equivalents at beginning of year |
257,226 | 182,434 | 161,168 | ||||||||||||
Cash and cash equivalents at end of year |
$ | 254,912 | $ | 257,226 | $ | 182,434 | |||||||||
Supplemental Cash Flow Disclosures |
|||||||||||||||
Interest paid, net of amounts capitalized |
$ | 57,170 | $ | 53,411 | $ | 57,551 | |||||||||
Income taxes paid, net of refunds |
$ | 96,962 | $ | 134,777 | $ | 104,922 |
The Notes beginning on page F-6 are an integral part of these financial statements.
F5 SONOCO 2017 ANNUAL REPORT | FORM 10-K
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Sonoco Products Company (dollars in thousands except per share data)
SONOCO 2017 ANNUAL REPORT | FORM 10-K F6
F7 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K F8
F9 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K F10
F11 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K F12
F13 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K F14
F15 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K F16
The following table sets forth the location and fair values of the Companys derivative instruments:
Fair Value at December 31 | |||||||||||||||
Description | Balance Sheet Location | 2017 | 2016 | ||||||||||||
Derivatives designated as hedging instruments: |
|||||||||||||||
Commodity Contracts |
Prepaid expenses | $ | 149 | $ | 3,240 | ||||||||||
Commodity Contracts |
Other assets | $ | | $ | 527 | ||||||||||
Commodity Contracts |
Accrued expenses and other | $ | (1,417 | ) | $ | (89 | ) | ||||||||
Commodity Contracts |
Other liabilities | $ | (445 | ) | $ | (42 | ) | ||||||||
Foreign Exchange Contracts |
Prepaid expenses | $ | 2,232 | $ | 761 | ||||||||||
Foreign Exchange Contracts |
Accrued expenses and other | $ | (1,282 | ) | $ | (946 | ) | ||||||||
Derivatives not designated as hedging instruments: |
|||||||||||||||
Foreign Exchange Contracts |
Prepaid expenses | $ | 90 | $ | 194 | ||||||||||
Foreign Exchange Contracts |
Accrued expenses and other | $ | (671 | ) | $ | (890 | ) |
While certain of the Companys derivative contract arrangements with its counterparties provide for the ability to settle contracts on a net basis, the Company reports its derivative positions on a gross basis. There are no collateral arrangements or requirements in these agreements.
The following table sets forth the effect of the Companys derivative instruments on financial performance for the twelve months ended December 31, 2017, excluding the gains on foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures:
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 (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 |
$ | 5,947 | Net sales | $ | 11,738 | Net sales | $ | | ||||||||||||
Cost of sales | $ | (6,764 | ) | Cost of sales | $ | | ||||||||||||||
Commodity Contracts |
$ | (3,062 | ) | Cost of sales | $ | 1,667 | Cost of sales | $ | 176 | |||||||||||
Location of Gain or (Loss) Recognized in |
Gain or (Loss) Recognized |
|||||||||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||||
Foreign Exchange Contracts |
Cost of sales | $ | | |||||||||||||||||
|
Selling, general and administrative |
|
$ | (2,138 | ) |
F17 SONOCO 2017 ANNUAL REPORT | FORM 10-K
The following table sets forth the effect of the Companys derivative instruments on financial performance for the twelve months ended December 31, 2016, excluding the gains on foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures:
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 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 |
$(420) | Net sales | $ | (8,769 | ) | Net sales | $ | | ||||||||||
Cost of sales | $ | 3,981 | Cost of sales | $ | | |||||||||||||
Commodity Contracts |
$3,032 | Cost of sales | $ | (3,583 | ) | Cost of sales | $ | (444 | ) | |||||||||
Location of Gain or (Loss) Recognized in Income Statement |
Gain or (Loss) Recognized |
|||||||||||||||||
Derivatives not designated |
||||||||||||||||||
Foreign Exchange Contracts |
Cost of sales | $ | | |||||||||||||||
Selling, general and administrative |
$ | (2,118 | ) |
10. Fair value measurements
Fair value is defined as exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
Level 1 | Observable inputs such as quoted market prices in active markets; | |
Level 2 | Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | |
Level 3 | Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. |
The following tables set forth information regarding the Companys financial assets and financial liabilities that are measured at fair value on a recurring basis:
Description | December 31, 2017 |
Assets measured at NAV (g) |
Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Hedge derivatives, net: |
|||||||||||||||||||||||||
Commodity contracts |
$ | (1,713 | ) | $ | | $ | | $ | (1,713 | ) | $ | | |||||||||||||
Foreign exchange contracts |
950 | | | 950 | | ||||||||||||||||||||
Non-hedge derivatives, net: |
|||||||||||||||||||||||||
Foreign exchange contracts |
(581 | ) | | | (581 | ) | | ||||||||||||||||||
Deferred compensation plan assets |
268 | | 268 | | | ||||||||||||||||||||
Postretirement benefit plan assets: |
|||||||||||||||||||||||||
Common Collective Trust(a) |
1,010,274 | 1,010,274 | | | | ||||||||||||||||||||
Mutual funds(b) |
214,555 | | | 214,555 | | ||||||||||||||||||||
Fixed income securities(c) |
167,992 | | | 167,992 | | ||||||||||||||||||||
Short-term investments(d) |
2,239 | 1,052 | 1,187 | | |||||||||||||||||||||
Hedge fund of funds(e) |
69,500 | 69,500 | | | | ||||||||||||||||||||
Real estate funds(f) |
56,690 | 56,690 | | | | ||||||||||||||||||||
Cash and accrued income |
640 | | 640 | | | ||||||||||||||||||||
Total postretirement benefit plan assets |
$ | 1,521,890 | $ | 1,136,464 | $ | 1,692 | $ | 383,734 | $ | |
SONOCO 2017 ANNUAL REPORT | FORM 10-K F18
Description | December 31, 2016 |
Assets measured at NAV (g) |
Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Hedge derivatives, net: |
|||||||||||||||||||||||||
Commodity contracts |
$ | 3,636 | $ | | $ | | $ | 3,636 | $ | | |||||||||||||||
Foreign exchange contracts |
(185 | ) | | | (185 | ) | | ||||||||||||||||||
Non-hedge derivatives, net: |
|||||||||||||||||||||||||
Foreign exchange contracts |
(696 | ) | | | (696 | ) | | ||||||||||||||||||
Deferred compensation plan assets |
349 | | 349 | | | ||||||||||||||||||||
Postretirement benefit plan assets: |
|||||||||||||||||||||||||
Common Collective Trust(a) |
874,996 | 874,996 | | | | ||||||||||||||||||||
Mutual funds(b) |
213,244 | | | 213,244 | | ||||||||||||||||||||
Fixed income securities(c) |
118,224 | | | 118,224 | | ||||||||||||||||||||
Short-term investments(d) |
7,686 | 6,090 | 513 | 1,083 | | ||||||||||||||||||||
Hedge fund of funds(e) |
72,003 | 72,003 | | | | ||||||||||||||||||||
Real estate funds(f) |
62,694 | 62,694 | | | | ||||||||||||||||||||
Cash and accrued income |
390 | | 390 | | | ||||||||||||||||||||
Total postretirement benefit plan assets |
$ | 1,349,237 | $ | 1,015,783 | $ | 903 | $ | 332,551 | $ | |
(a) | Common collective trust investments consist of domestic and international large and mid capitalization equities, including emerging markets and funds invested in both short-term and long-term bonds. Underlying investments are generally valued at closing prices from national exchanges. Commingled funds, private securities, and limited partnerships are valued at unit values or net asset values provided by the investment managers. |
(b) | Mutual fund investments are comprised of equity securities of corporations with large capitalizations and also include funds invested in corporate equities in international and emerging markets and funds invested in long-term bonds, which are valued at closing prices from national exchanges. |
(c) | Fixed income securities include funds that invest primarily in government securities and long-term bonds. Underlying investments are generally valued at closing prices from national exchanges, fixed income pricing models, and independent financial analysts. Fixed income commingled funds are valued at unit values provided by the investment managers. |
(d) | Short-term investments include several money market funds used for managing overall liquidity. Underlying investments are generally valued at closing prices from national exchanges. Commingled funds are valued at unit values provided by the investment managers. |
(e) | The hedge fund of funds category includes investments in 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. Investments are valued at unit values or net asset values provided by the investment managers. |
(f) | This category includes investments in real estate funds (including office, industrial, residential and retail) primarily throughout the United States. Underlying real estate securities are generally valued at closing prices from national exchanges. Commingled funds, private securities, and limited partnerships are valued at unit values or net asset values provided by the investment managers. |
(g) | Certain assets that are measured at fair value using the net asset value (NAV) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. |
F19 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K F20
F21 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K F22
The amounts recognized in Other Comprehensive Loss/(Income) include the following:
Retirement Plans | Retiree Health and Life Insurance Plans | |||||||||||||||||||||||||||||
2017 | 2016 | 2015 | 2017 | 2016 | 2015 | |||||||||||||||||||||||||
Adjustments arising during the period: |
||||||||||||||||||||||||||||||
Net actuarial loss/(gain) |
$ | (10,732 | ) | $ | 56,060 | $ | 8,352 | $ | (3,525 | ) | $ | (1,449 | ) | $ | (4,129 | ) | ||||||||||||||
Prior service cost/(credit) |
639 | 1,069 | 513 | | | (2,273 | ) | |||||||||||||||||||||||
Net settlements/curtailments |
(32,761 | ) | | | | | | |||||||||||||||||||||||
Reversal of amortization: |
||||||||||||||||||||||||||||||
Net actuarial (loss)/gain |
(39,209 | ) | (39,009 | ) | (42,584 | ) | 759 | 667 | 673 | |||||||||||||||||||||
Prior service (cost)/credit |
(910 | ) | (809 | ) | (745 | ) | 499 | 498 | 104 | |||||||||||||||||||||
Net transition obligation |
| | (65 | ) | | | | |||||||||||||||||||||||
Total recognized in other comprehensive loss/(income) |
$ | (82,973 | ) | $ | 17,311 | $ | (34,529 | ) | $ | (2,267 | ) | $ | (284 | ) | $ | (5,625 | ) | |||||||||||||
Total recognized in net periodic benefit cost and other comprehensive loss/(income) |
$ | (16,889 | ) | $ | 50,890 | $ | 8,770 | $ | (4,385 | ) | $ | (2,237 | ) | $ | (6,586 | ) |
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The following table sets forth financial information about each of the Companys business segments:
Years ended December 31 | ||||||||||||||||||||||||
Consumer Packaging |
Display and Packaging |
Paper and Industrial Converted Products |
Protective Solutions |
Corporate | Consolidated | |||||||||||||||||||
Total Revenue |
| |||||||||||||||||||||||
2017 |
$ | 2,129,022 | $ | 511,099 | $ | 2,007,321 | $ | 540,665 | $ | | $ | 5,188,107 | ||||||||||||
2016 |
2,048,621 | 522,955 | 1,793,512 | 527,450 | | 4,892,538 | ||||||||||||||||||
2015 |
2,126,916 | 608,064 | 1,835,896 | 508,182 | | 5,079,058 | ||||||||||||||||||
Intersegment Sales1 |
| |||||||||||||||||||||||
2017 |
$ | 5,557 | $ | 2,863 | $ | 141,141 | $ | 1,896 | $ | | $ | 151,457 | ||||||||||||
2016 |
5,509 | 2,542 | 100,059 | 1,551 | | 109,661 | ||||||||||||||||||
2015 |
4,357 | 1,953 | 106,110 | 2,269 | | 114,689 | ||||||||||||||||||
Sales to Unaffiliated Customers |
| |||||||||||||||||||||||
2017 |
$ | 2,123,465 | $ | 508,236 | $ | 1,866,180 | $ | 538,769 | $ | | $ | 5,036,650 | ||||||||||||
2016 |
2,043,112 | 520,413 | 1,693,453 | 525,899 | | 4,782,877 | ||||||||||||||||||
2015 |
2,122,559 | 606,111 | 1,729,786 | 505,913 | | 4,964,369 | ||||||||||||||||||
Income Before Income Taxes2 |
| |||||||||||||||||||||||
2017 |
$ | 250,899 | $ | 2,502 | $ | 154,468 | $ | 42,121 | $ | (135,436 | ) | $ | 314,554 | |||||||||||
2016 |
240,925 | 14,797 | 129,678 | 51,526 | 4,351 | 441,277 | ||||||||||||||||||
2015 |
231,590 | 10,904 | 124,057 | 46,013 | (84,618 | ) | 327,946 | |||||||||||||||||
Identifiable Assets3 |
| |||||||||||||||||||||||
2017 |
$ | 1,890,516 | $ | 480,892 | $ | 1,346,391 | $ | 552,425 | $ | 287,497 | $ | 4,557,721 | ||||||||||||
2016 |
1,447,886 | 446,906 | 1,164,365 | 573,949 | 290,097 | 3,923,203 | ||||||||||||||||||
2015 |
1,507,621 | 491,268 | 1,199,280 | 561,592 | 253,924 | 4,013,685 | ||||||||||||||||||
Depreciation, Depletion and Amortization4 |
| |||||||||||||||||||||||
2017 |
$ | 98,882 | $ | 17,090 | $ | 74,850 | $ | 26,803 | $ | | $ | 217,625 | ||||||||||||
2016 |
88,875 | 16,716 | 74,742 | 24,849 | | 205,182 | ||||||||||||||||||
2015 |
96,220 | 16,623 | 76,744 | 23,574 | | 213,161 | ||||||||||||||||||
Capital Expenditures |
| |||||||||||||||||||||||
2017 |
$ | 63,617 | $ | 23,908 | $ | 61,443 | $ | 19,031 | $ | 20,914 | $ | 188,913 | ||||||||||||
2016 |
86,369 | 11,542 | 60,601 | 12,860 | 15,369 | 186,741 | ||||||||||||||||||
2015 |
75,986 | 10,906 | 74,008 | 15,724 | 15,671 | 192,295 |
1 | Intersegment sales are recorded at a market-related transfer price. |
2 | Included in Corporate are restructuring, asset impairment charges, gains from the sale of a business, environmental settlement gains, property insurance settlement gains, and other non-operational income and expenses associated with the following segments: |
Consumer Packaging |
Display and Packaging |
Paper and Industrial Converted Products |
Protective Solutions |
Corporate | Total | |||||||||||||||||||
2017 |
$ | 9,990 | $ | 2,082 | $ | 24,281 | $ | 3,071 | $ | 43,267 | $ | 82,691 | ||||||||||||
2016 |
(80,500 | ) | 7,883 | 27,567 | 1,018 | (11,876 | ) | (55,908 | ) | |||||||||||||||
2015 |
15,097 | 1,812 | (490 | ) | (1,469 | ) | 15,070 | 30,020 |
The remaining amounts reported as Corporate consist of interest expense, interest income, acquisition related charges, pension settlement charges, and other non-operational income and expenses not associated with a particular segment. |
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, deferred income taxes and prepaid expenses. |
4 | Depreciation, depletion and amortization incurred at Corporate are allocated to the reportable segments. |
SONOCO 2017 ANNUAL REPORT | FORM 10-K F30
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, 2017 and 2016:
Foreign Currency Items |
Defined Benefit Pension |
Gains and Losses on Cash Flow Hedges |
Accumulated Other Comprehensive Loss | |||||||||||||||||
Balance at December 31, 2015 |
$ | (253,137 | ) | $ | (444,244 | ) | $ | (5,152 | ) | $ | (702,533 | ) | ||||||||
Other comprehensive income/(loss) before reclassifications |
(33,361 | ) | (35,841 | ) | 1,673 | (67,529 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive loss to net income |
| 26,264 | 5,359 | 31,623 | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to fixed assets |
| | 59 | 59 | ||||||||||||||||
Other comprehensive income/(loss) |
(33,361 | ) | (9,577 | ) | 7,091 | (35,847 | ) | |||||||||||||
Balance at December 31, 2016 |
$ | (286,498 | ) | $ | (453,821 | ) | $ | 1,939 | $ | (738,380 | ) | |||||||||
Other comprehensive income/(loss) before reclassifications |
88,003 | 9,840 | 2,266 | 100,109 | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to net income |
| 49,849 | (4,675 | ) | 45,174 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to fixed assets |
| | 64 | 64 | ||||||||||||||||
Other comprehensive income/(loss) |
88,003 | 59,689 | (2,345 | ) | 145,347 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to retained earnings |
| (73,004 | ) | (235 | ) | (73,239 | ) | |||||||||||||
Balance at December 31, 2017 |
$ | (198,495 | ) | $ | (467,136 | ) | $ | (641 | ) | $ | (666,272 | ) |
Other comprehensive income/(loss) before reclassifications during 2017, includes $5,071 of Defined Benefit Pension Items related to the release of a portion of the valuation allowance on deferred tax assets related to the pension plan of a foreign subsidiary.
The following table summarizes the amounts reclassified from accumulated other comprehensive loss and the affected line items in the consolidated statements of net income for the years ended December 31, 2017 and 2016:
Amount Reclassified from Accumulated Other Comprehensive Loss |
|||||||||||||||
Details about Accumulated Other Comprehensive Loss Components |
Twelve Months Ended December 31, 2017 |
Twelve Months Ended December 31, 2016 |
Affected Line Item in the Consolidated Statements of Net Income | ||||||||||||
Gains and losses on cash flow hedges |
|||||||||||||||
Foreign exchange contracts |
$ | 11,738 | $ | (8,769 | ) | Net Sales | |||||||||
Foreign exchange contracts |
(6,764 | ) | 3,981 | Cost of sales | |||||||||||
Commodity contracts |
1,667 | (3,583 | ) | Cost of sales | |||||||||||
6,641 | (8,371 | ) | Income before income taxes | ||||||||||||
(1,966 | ) | 3,012 | Provision for income taxes | ||||||||||||
$ | 4,675 | $ | (5,359 | ) | Net income | ||||||||||
Defined benefit pension items |
|||||||||||||||
Effect of settlement |
$ | (32,761 | ) | $ | | |
Selling, general, and administrative expenses |
||||||||
Amortization of defined benefit pension items |
(29,146 | ) | (28,990 | ) | Cost of sales | ||||||||||
Amortization of defined benefit pension items |
(9,715 | ) | (9,663 | ) | |
Selling, general, and administrative expenses |
|||||||||
(71,622 | ) | (38,653 | ) | Income before income taxes | |||||||||||
21,773 | 12,389 | Provision for income taxes | |||||||||||||
(49,849 | ) | (26,264 | ) | Net income | |||||||||||
Total reclassifications for the period |
$ | (45,174 | ) | $ | (31,623 | ) | Net income |
F31 SONOCO 2017 ANNUAL REPORT | FORM 10-K
The following table summarizes the tax (expense) benefit amounts for the other comprehensive loss components for the years ended December 31, 2017 and 2016:
For the year ended December 31, 2017 |
For the year ended December 31, 2016 | |||||||||||||||||||||||||||||
Before Tax Amount |
Tax (Expense) Benefit |
After Tax Amount |
Before Tax Amount |
Tax (Expense) Benefit |
After Tax Amount | |||||||||||||||||||||||||
Foreign currency items |
$ | 88,003 | $ | | $ | 88,003 | $ | (33,361 | ) | $ | | $ | (33,361 | ) | ||||||||||||||||
Defined benefit pension items: |
||||||||||||||||||||||||||||||
Other comprehensive income/(loss) before reclassifications |
13,118 | (3,278 | ) | 9,840 | (56,383 | ) | 20,542 | (35,841 | ) | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) to net income |
71,622 | (21,773 | ) | 49,849 | 38,653 | (12,389 | ) | 26,264 | ||||||||||||||||||||||
Net other comprehensive income/(loss) from defined benefit pension items |
84,740 | (25,051 | ) | 59,689 | (17,730 | ) | 8,153 | (9,577 | ) | |||||||||||||||||||||
Gains and losses on cash flow hedges: |
||||||||||||||||||||||||||||||
Other comprehensive income/(loss) before reclassifications |
3,355 | (1,089 | ) | 2,266 | 2,613 | (940 | ) | 1,673 | ||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) to net income |
(6,641 | ) | 1,966 | (4,675 | ) | 8,371 | (3,012 | ) | 5,359 | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) to fixed assets |
64 | | 64 | 59 | | 59 | ||||||||||||||||||||||||
Net other comprehensive income/(loss) from cash flow hedges |
(3,222 | ) | 877 | (2,345 | ) | 11,043 | (3,952 | ) | 7,091 | |||||||||||||||||||||
Other comprehensive income/(loss) |
$ | 169,521 | $ | (24,174 | ) | $ | 145,347 | $ | (40,048 | ) | $ | 4,201 | $ | (35,847 | ) |
The change in defined benefit plans includes pretax changes of $(836) and $(767) during the years ended December 31, 2017 and 2016, related to one of the Companys 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* | ||||||||||||||||
2017 |
||||||||||||||||||||
Net sales |
$ | 1,172,324 | $ | 1,240,674 | $ | 1,324,634 | $ | 1,299,018 | ||||||||||||
Gross profit |
220,222 | 235,875 | 250,873 | 242,420 | ||||||||||||||||
Restructuring/Asset impairment charges |
4,111 | 7,897 | 511 | 25,900 | ||||||||||||||||
Net income attributable to Sonoco |
53,733 | 43,125 | 72,812 | 5,675 | ||||||||||||||||
Per common share: |
||||||||||||||||||||
Net income attributable to Sonoco: |
||||||||||||||||||||
- basic |
$ | 0.54 | $ | 0.43 | $ | 0.73 | $ | 0.06 | ||||||||||||
- diluted |
0.53 | 0.43 | 0.72 | 0.06 | ||||||||||||||||
Cash dividends |
||||||||||||||||||||
- common |
0.37 | 0.39 | 0.39 | 0.39 | ||||||||||||||||
Market price |
||||||||||||||||||||
- high |
55.58 | 54.00 | 53.77 | 55.77 | ||||||||||||||||
- low |
51.87 | 49.66 | 47.10 | 50.39 | ||||||||||||||||
2016 |
||||||||||||||||||||
Net sales |
$ | 1,226,276 | $ | 1,205,680 | $ | 1,208,724 | $ | 1,142,197 | ||||||||||||
Gross profit |
245,253 | 242,013 | 235,373 | 214,787 | ||||||||||||||||
Restructuring/Asset impairment charges |
9,228 | 23,278 | 8,947 | 1,430 | ||||||||||||||||
Net income attributable to Sonoco |
59,914 | 56,252 | 65,395 | 104,873 | ||||||||||||||||
Per common share: |
||||||||||||||||||||
Net income attributable to Sonoco: |
||||||||||||||||||||
- basic |
$ | 0.59 | $ | 0.56 | $ | 0.65 | $ | 1.04 | ||||||||||||
- diluted |
0.59 | 0.55 | 0.64 | 1.04 | ||||||||||||||||
Cash dividends |
||||||||||||||||||||
- common |
0.35 | 0.37 | 0.37 | 0.37 | ||||||||||||||||
Market price |
||||||||||||||||||||
- high |
49.08 | 50.13 | 53.57 | 55.47 | ||||||||||||||||
- low |
36.56 | 45.02 | 49.10 | 49.50 |
* | Net income attributable to Sonoco in the fourth quarter of 2017 includes an additional tax provision of $51,265 resulting from new U.S. tax reform legislation, and the fourth quarter of 2016 includes a net after-tax gain of $49,341 from the sale of the Companys rigid plastic blow molding operations. |
SONOCO 2017 ANNUAL REPORT | FORM 10-K F32
36 SONOCO 2017 ANNUAL REPORT | FORM 10-K
PART III
Equity compensation plan information
The following table sets forth aggregated information about all of the Companys compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance as of December 31, 2017:
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 |
3,739,540 | $ | 44.53 | 6,731,137 | |||||||||||
Equity compensation plans not approved by security holders |
| | | ||||||||||||
Total |
3,739,540 | $ | 44.53 | 6,731,137 |
1 | The Sonoco Products Company 2014 Long-term Incentive Plan was adopted at the Companys 2014 Annual Meeting of Shareholders. The maximum number of shares of common stock that may be issued under this plan was set at 10,381,533 shares, which included all shares remaining under the 2012 Plan and an additional 4,500,000 shares authorized under the 2014 Plan. Awards granted under all previous plans which are forfeited, expire or are cancelled without delivery of shares, or which result in forfeiture of shares back to the Company, will be added to the total shares available under the 2014 Plan. At December 31, 2017, a total of 6,731,137 shares remain available for future grant under the 2014 Plan. |
SONOCO 2017 ANNUAL REPORT | FORM 10-K 37
38 SONOCO 2017 ANNUAL REPORT | FORM 10-K
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: | ||
Report of Independent Registered Public Accounting Firm | ||||
Consolidated Balance Sheets as of December 31, 2017 and 2016 | ||||
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 | ||||
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 | ||||
Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2017, 2016 and 2015 | ||||
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 | ||||
Notes to Consolidated Financial Statements | ||||
2 | Financial Statement Schedules | |||
Schedule II Valuation and Qualifying Accounts for the Years Ended December 31, 2017, 2016 and 2015. |
Column A | Column B | Column CAdditions | Column D | Column E | |||||||||||||||||||||
Description | Balance at Beginning of Year |
Charged to Costs and Expenses |
Charged to Other |
Deductions | Balance at End of Year | ||||||||||||||||||||
2017 |
|||||||||||||||||||||||||
Allowance for Doubtful Accounts |
$ | 10,884 | $ | 1,439 | $ | 243 | 1 | $ | 2,653 | 2 | $ | 9,913 | |||||||||||||
LIFO Reserve |
17,319 | 313 | 3 | | | 17,632 | |||||||||||||||||||
Valuation Allowance on Deferred Tax Assets |
49,797 | 6,967 | (2,365 | )4 | 7,200 | 5 | 47,199 | ||||||||||||||||||
2016 |
|||||||||||||||||||||||||
Allowance for Doubtful Accounts |
$ | 11,069 | $ | 1,566 | $ | (86 | )1 | $ | 1,665 | 2 | $ | 10,884 | |||||||||||||
LIFO Reserve |
18,894 | (1,575 | )3 | | | 17,319 | |||||||||||||||||||
Valuation Allowance on Deferred Tax Assets |
49,464 | 3,273 | (306 | )4 | 2,634 | 5 | 49,797 | ||||||||||||||||||
2015 |
|||||||||||||||||||||||||
Allowance for Doubtful Accounts |
$ | 8,547 | $ | 2,501 | $ | 467 | 1 | $ | 446 | 2 | $ | 11,069 | |||||||||||||
LIFO Reserve |
17,908 | 986 | 3 | | | 18,894 | |||||||||||||||||||
Valuation Allowance on Deferred Tax Assets |
63,231 | 2,248 | (5,686 | )4 | 10,329 | 5 | 49,464 |
1 Includes translation adjustments and other insignificant adjustments. | ||||||
2 Includes amounts written off. | ||||||
3 Includes adjustments based on pricing and inventory levels. | ||||||
4 Includes translation adjustments and increases to deferred tax assets which were previously fully reserved. | ||||||
5 Includes utilization of capital loss carryforwards, net operating loss carryforwards and other deferred tax assets. | ||||||
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 | The exhibits listed on the Exhibit Index to this Form 10-K have been incorporated herein by reference. |
The Company has chosen not to provide a Form 10-K summary.
Exhibit Index
SONOCO 2017 ANNUAL REPORT | FORM 10-K 39
40 SONOCO 2017 ANNUAL REPORT | FORM 10-K
SONOCO 2017 ANNUAL REPORT | FORM 10-K 41
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 28th day of February 2018.
SONOCO PRODUCTS COMPANY |
/s/ M.J. Sanders |
M.J. Sanders |
President 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 28th day of February 2018.
/s/ H.E. DeLoach, Jr. |
Director (Executive Chairman) | |
H.E. DeLoach, Jr. | ||
/s/ M.J. Sanders |
President, Chief Executive Officer and Director | |
M.J. Sanders | ||
/s/ H.A. Cockrell |
Director | |
H.A. Cockrell | ||
/s/ P.L. Davies |
Director | |
P.L. Davies | ||
/s/ P. Guillemot |
Director | |
P. Guillemot | ||
/s/ J.R. Haley |
Director | |
J.R. Haley | ||
/s/ R.G. Kyle |
Director | |
R.G. Kyle | ||
/s/ B.J. McGarvie |
Director | |
B.J. McGarvie | ||
/s/ J.M. Micali |
Director | |
J.M. Micali | ||
/s/ S. Nagarajan |
Director | |
S. Nagarajan | ||
/s/ M.D. Oken |
Director | |
M.D. Oken | ||
/s/ T.E. Whiddon |
Director | |
T.E. Whiddon |
42 SONOCO 2017 ANNUAL REPORT | FORM 10-K
Exhibit 3.1
Filed 02/08/2012
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
RESTATED ARTICLES OF INCORPORATION
Pursuant to Section 33-10-107 of the 1976 South Carolina Code of Laws, as amended, the Corporation hereby submits the following information:
1. | The name of the Corporation is Sonoco Products Company. |
2. | If the name of the Corporation has ever been changed, all of its former names: |
Southern Novelty Company
3. | The original articles of incorporation were filed on May 10, 1899. |
4. | The registered office of the Corporation is 1 North Second Street, Hartsville, South Carolina 29550, and the registered agent at such address is Harris E. DeLoach, Jr. |
5. | The Corporation is authorized to issue more than one class of shares of stock as follows. |
Class of Shares |
Authorized No. of Each Class | |
Common Stock |
300,000,000 | |
Preferred Stock | 30,000,000 |
The relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:
(a) Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article 5, to provide for the issuance of the shares of Preferred Stock (including any shares of Preferred Stock restored to the status of authorized but unissued Preferred Stock, undesignated as to series pursuant to this Article 5(a) in one or more series, and to establish, from time to time, the number of shares to be included in each such series and to fix the designations, voting powers, if any, preferences, limitations, and relative, participating, optional or other special rights, as shall be stated and expressed in the articles of amendment providing for the issue of such series adopted by the Board of Directors and filed with the Secretary of State. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:
(i) the distinctive serial designations and the division of shares of Preferred Stock into one or more series and the number of shares of a particular series, which may be increased or decreased (but not below the number of shares thereof then outstanding) by articles of amendment authorized, executed and filed as required by law:
(ii) the rate or amount (or the method of determining the rate or amount) and times at which, and the preferences and conditions under which, dividends shall be payable on shares of a particular series, the status of such dividends as cumulative, partially cumulative, or noncumulative, the date or dates from which dividends, if cumulative, shall accumulate, and the status of such series as participating or nonparticipating with shares of other classes or series of stock;
(iii) the price or prices at which, the nature of the consideration for which, the period or periods within which and the terms and conditions, if any, upon which the shares of a particular series may be redeemed, in whole or in part, at the option of the Corporation;
Sonoco Products Company
Name of Corporation
(iv) the amount or amounts and rights and preferences, if any, to which the holders of shares of a particular series are entitled or shall have in the event of any involuntary or voluntary liquidation, dissolution or winding up of the Corporation;
(v) the right, if any, of the holders of a particular series or the Corporation to convert or cause conversion of shares of such series into shares of other classes or series of stock or other securities or other property or to exchange or cause exchange of such shares for shares of other classes or series of stock or other securities for other property, and the terms and conditions, if any, including the price or prices or the rate or rates of conversion and exchange, and the terms and conditions of adjustments, if any, at which such conversion or exchange may be made or caused;
(vi) the obligation, if any, of the Corporation to redeem, purchase or otherwise acquire, in whole or in part, shares of a particular series for a sinking fund or otherwise, and the terms and conditions thereof, if any, including the price or prices and the nature of the consideration payable for such shares so redeemed, purchased or otherwise acquired;
(vii) the voting rights, if any, of the shares of a particular series (in addition to those that may be required by law), whether special, conditional, limited or unlimited, including the number of votes per share and any requirement for the approval by the holders of shares of all series of Preferred Stock, or of the shares of one or more series thereof, or of both, in an amount greater than a majority up to such amount as is in accordance with applicable law, as a condition to specified corporation action or amendments to the Articles of Incorporation; and,
(viii) any other relative rights, limitations and preferences which may be so determined by the Board of Directors to the fullest extent permitted by the laws of the State of South Carolina.
All shares of any particular series of Preferred Stock shall rank equally and shall be identical as to preferences, limitations and relative rights, except as to the date or dates from and after which dividends, if cumulative or partially cumulative, shall accumulate. All series of Preferred Stock shall rank equally and shall be identical as to preferences, limitations and relative rights, except insofar as, to the extent permitted by law, they may vary with respect to the matters which the Board of Directors is hereby expressly authorized to determine in the articles of amendment providing for any particular series of Preferred Stock.
All shares of Preferred Stock shall rank senior and prior to the Common Stock in respect of the right to receive dividends and the right to receive payments out of the net assets of the Corporation upon any involuntary or voluntary liquidation, dissolution or winding up of the Corporation. All shares of Preferred Stock redeemed, purchased or otherwise acquired by the Corporation (including shares surrendered for conversion or exchange) shall be cancelled and thereupon restored to the status of authorized but unissued shares of Preferred Stock undesignated as to series.
( b) Common Stock. The Common Stock shall be entitled to unlimited voting rights as provided by law, and together with the Preferred Stock, but subject to the prior rights of the Preferred stock, shall be entitled to receive the net assets of the Corporation upon any involuntary or voluntary liquidation, dissolution or winding up of the Corporation.
(c) Certain Dividends. Shares of one class or series (including, without limitation, rights, options or warrants for the purchase or other acquisition of shares) may be issued by the Board of Directors as a dividend in respect of shares of any class or series.
6. | The optional provisions which the Corporation elects to include in the Articles of Incorporation are as follows (see the applicable provisions of Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended): |
(a) Board of Directors. The number of directors of the Corporation shall be (i) the number fixed from time to time by the Board of Directors which shall not be less than nine, plus (ii) any directors elected exclusively by the holders of Preferred Stock as provided in these articles. Except for any director elected exclusively by the holders of Preferred Stock, the directors shall continue to be divided into three classes of as nearly equal size as possible. Each class shall be
Sonoco Products Company
Name of Corporation
elected to serve a term of three years. At each Annual Meeting of Shareholders, directors shall be elected to fill any vacancies in any class of the Board of Directors. Directors so elected shall serve until the Annual Meeting of Shareholders in the year in which their terms expire. No person who is not then already a director of the Corporation shall be eligible to be elected as a director at the Annual Meeting of Shareholders unless such person shall have been nominated in writing, with such notice delivered to the Secretary of the Corporation, not less than sixty days prior to such Annual Meeting.
(b) Noncumulative Voting. Shareholders shall not have the right to cumulate their votes in the election of Directors.
(c) No Preemptive Rights. The Corporation elects not to have preemptive rights with respect to its shares, whether now or hereafter authorized.
(d) Removal of Directors. Directors may be removed only for cause. Removal of a Director or the entire Board of Directors for cause shall only be accomplished by a vote of the holders of at least a majority of the outstanding shares then entitled to vote at an election for such Directors, subject to the provisions of the laws of the State of South Carolina.
(e) Liability of Directors. No Director of the Corporation shall be personally liable to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the laws of South Carolina, as presently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this Article 9(e) shall adversely affect any right or protection that exists at the time of such amendment, modification, or repeal.
(f) Quorum or Voting Requirement for Shareholders. The shareholders are authorized to adopt or amend a by-law that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by the laws of the State of South Carolina.
7. | Unless a delayed effective date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended). |
CERTIFICATE Accompanying the Restated
Articles of Incorporation
The attached restated articles of incorporation do not contain any amendments to the Corporations Articles of Incorporation and have been duly approved by the Corporations Board of Directors as authorized by Section 33-10-107(a) of the 1976 South Carolina Code of Laws, as amended.
Date: February 8, 2012
Sonoco Products Company |
Name of Corporation |
s/ Harris E. DeLoach, Jr. |
Signature |
Harris E. DeLoach, Jr., Chief Executive Officer |
Type or Print Name and Office |
Filed 06/07/2017
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TYPE OR PRINT CLEARLY IN BLACK INK
Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
1. | The name of the corporation is Sonoco Products Company |
2. | Date of Incorporation 05/10/1899 |
3. | Agents Name and Address John M. Florence, Jr., 1 North Second Street, Hartsville, South Carolina 29550 |
4. | On April 19, 2017, the corporation adopted the following Amendment (s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment) |
Text of amendment attached as Exhibit A.
5. | The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert not applicable or NA). |
N/A
6. | Complete either a or b, whichever is applicable. |
a. ☒ | Amendment(s) adopted by shareholder action. |
At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:
Voting Group |
Number of Outstanding Shares |
Number of Votes Entitled to be Cast |
Number of Votes Represented at the meeting |
Number of Undisputed* Shares For or Against |
||||||||||||
Common Stock |
99,377,204 | 99,377,204 | 92,126,402 | 75,268,1132,666,370 |
*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.
b. ☐ | The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required. |
7. | Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended) Effective upon filing. |
Date 5/30/2017 | Sonoco Products Company Name of Corporation | |||
s/ John M. Florence, Jr. Signature | ||||
John M. Florence, Jr., Corporate Secretary Type or Print Name and Office |
FILING INSTRUCTIONS
1. | Two copies of this form, the original and either a duplicate original or a conformed copy, must by filed. |
2. | If the space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form. |
3. | Filing fees and taxes payable to the Secretary of State at time of filing application. |
Filing Fee |
$ | 10.00 | ||
Filing tax |
100.00 | |||
|
|
|||
Total |
$ | 110.00 |
Return to: Secretary of State
1205 Pendleton Street, Suite 525
Columbia, SC 29201
Form Revised by South Carolina | ||||
Secretary of State, September 2010 |
Sonoco Products Company
Name of Corporation
EXHIBIT A
TEXT OF AMENDMENT TO
SONOCO PRODUCTS COMPANY ARTICLES OF INCORPORATION
Article 6(a) of the Companys Articles of Incorporation is deleted in its entirety and replaced with the following language:
(a) Board of Directors. The number of directors of the Corporation shall be (i) the number fixed from time to time by the Board of Directors which shall not be less than nine, plus (ii) any directors elected exclusively by the holders of Preferred Stock as provided in these articles. Directors shall be elected at each Annual Meeting of Shareholders. Each director so elected shall serve until the next Annual Meeting of Shareholders or until her or his successor is elected and qualifies or until there is a decrease in the number of directors. No person who is not then already a director of the Corporation shall be eligible to be elected as a director at the Annual Meeting of Shareholders unless such person shall have been nominated in writing, with such nomination delivered to the Secretary of the Corporation, not less than one hundred twenty days prior to such Annual Meeting.
Transition Provision. Upon the effective date of this amendment to Article 6(a), Directors elected prior to the 2018 Annual Meeting of Shareholders shall continue to be, and are, divided into three classes, as nearly equal in number as possible, and shall hold office for a term expiring at the Annual Meeting of Shareholders held in the third year following the year of their respective elections and until their respective successors are elected and qualified. Directors elected at each Annual Meeting of Shareholders commencing with the Annual Meeting of Shareholders in 2018 shall hold office for a term of one year expiring at the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
Effective Date of Amendment. This amendment shall become effective on the date that Articles of Amendment are filed with the Secretary of State of South Carolina.
EXHIBIT 12
SONOCO PRODUCTS COMPANY
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Years Ended December 31 | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
EARNINGS |
||||||||||||||||||||
Pretax income |
$ | 314,554 | $ | 441,277 | $ | 327,946 | $ | 325,707 | $ | 292,709 | ||||||||||
Add: Distributed income from affiliates |
6,967 | 10,231 | 8,131 | 9,809 | 13,631 | |||||||||||||||
Add: Fixed charges |
81,503 | 81,195 | 83,614 | 81,806 | 88,704 | |||||||||||||||
Add: Amortization of capitalized interest |
3,048 | 3,297 | 3,244 | 3,449 | 2,677 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Earnings |
406,072 | 536,000 | 422,935 | 420,771 | 397,721 | |||||||||||||||
Less: Capitalized interest |
(3,083 | ) | (3,250 | ) | (2,571 | ) | (3,248 | ) | (5,946 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted Earnings |
$ | 402,989 | $ | 532,750 | $ | 420,364 | $ | 417,523 | $ | 391,775 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
FIXED CHARGES |
||||||||||||||||||||
Interest expense |
$ | 57,220 | $ | 54,170 | $ | 56,973 | $ | 55,140 | $ | 59,913 | ||||||||||
Capitalized interest |
3,083 | 3,250 | 2,571 | 3,248 | 5,946 | |||||||||||||||
Portion of rents representative of the interest factor |
21,200 | 23,775 | 24,070 | 23,418 | 22,845 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Fixed Charges |
$ | 81,503 | $ | 81,195 | $ | 83,614 | $ | 81,806 | $ | 88,704 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratio of Earnings to Fixed Charges |
4.94 | 6.56 | 5.03 | 5.10 | 4.42 | |||||||||||||||
|
|
|
|
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|
EXHIBIT 21
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
1 |
1190138 Ontario Inc., a 100%-owned foreign subsidiary, incorporated in Canada | |
2 |
1191268 Ontario Inc., a 100%-owned foreign subsidiary, incorporated in Canada | |
3 |
2103393 Ontario, Inc., a 100%-owned foreign subsidiary, incorporated in Canada | |
4 |
APEI UK Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
5 |
APEI Unlimited IOM, a 100%-owned foreign subsidiary, incorporated in Isle of Man | |
6 |
Beteiligungen Sonoco Deutschland Vermogensverwaltungsgesellschaft mbh, a 100%-owned foreign subsidiary, incorporated in Germany | |
7 |
Cap Liners Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
8 |
Capseals Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
9 |
Capseals Liners Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
10 |
Cascades Sonoco Inc. (fka Cascades Conversion Inc), a 50%-owned foreign subsidiary, incorporated in Canada | |
11 |
Clear Lam Flexible Films (Nanjing) Co., Ltd., a 100%-owned foreign subsidiary, incorporated in China | |
12 |
Clear Lam Packaging, Inc., a 100%-owned domestic subsidiary, incorporated in Illinois | |
13 |
Clear Pack Company, a 100%-owned domestic subsidiary, incorporated in Illinois | |
14 |
Colombiana P.M., LLC, a 100%-owned domestic subsidiary, incorporated in Delaware | |
15 |
Convex Mold, Inc., a 100%-owned domestic subsidiary, incorporated in Michigan | |
16 |
Corepak Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
17 |
CP Acquisition, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina | |
18 |
Engraph Puerto Rico, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
19 |
Etn Tubetex Bvba, a 100%-owned foreign subsidiary, incorporated in Belgium | |
20 |
Fair Lawn Packaging Services, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina | |
21 |
Friarsgate Studio Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
22 |
Graffo Paranaense De Embalagens, S.A., a 66.67%-owned foreign subsidiary, incorporated in Brazil | |
23 |
Grove Mill Paper Company Limited, a 99.9%-owned foreign subsidiary, incorporated in the United Kingdom | |
24 |
Gunther of America, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
25 |
Hartsville Corrugating, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina | |
26 |
Heathfield Reels Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
27 |
Industrial Machine Co., Inc., a 100%-owned domestic subsidiary, incorporated in Missouri | |
28 |
Inversiones Sonoco Limitada, a 100%-owned foreign subsidiary, incorporated in Chile | |
29 |
Laminar Medica (CE) s.r.o., a 100%-owned foreign subsidiary, incorporated in the Czech Republic | |
30 |
Laminar Medica Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
31 |
Manufacturas Sonoco, S.A. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
32 |
Nathaniel Lloyd & Company Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
33 |
OOO Sonoco Alcore (fka ZAO Sonoco Alcore), a 100%-owned foreign subsidiary, incorporated in Russia | |
34 |
Packaging Holdings, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
35 |
Peninsula Packaging, LLC, a 100%-owned domestic subsidiary, incorporated in California | |
36 |
PenPack, LLC, a 100%-owned domestic subsidiary, incorporated in California | |
37 |
Penpack, S. de R.L. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
38 |
PT Sonoco Indonesia, a 79.2%-owned foreign subsidiary, incorporated in Indonesia | |
39 |
S W Inc., a 100%-owned foreign subsidiary, incorporated in Canada | |
40 |
Sebro Plastics, Inc., a 100%-owned domestic subsidiary, incorporated in Michigan | |
41 |
Servicios Mexicanos Ejecutivos, S.A. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
42 |
SMB GmbH, a 100%-owned foreign subsidiary, incorporated in Germany | |
43 |
Sonoco (Shanghai) Co., Ltd, a 79.2%-owned foreign subsidiary, incorporated in China | |
44 |
Sonoco (Taicang) Packaging Co., Ltd, a 79.2%-owned foreign subsidiary, incorporated in China | |
45 |
Sonoco (Weifang) Packaging Company, Ltd., a 79.2%-owned foreign subsidiary, incorporated in China | |
46 |
Sonoco (Xiamen) Packaging Company Ltd, a 79.2%-owned foreign subsidiary, incorporated in China | |
47 |
Sonoco Absorbent Technologies Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
48 |
Sonoco Absorbent Technologies, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware | |
49 |
Sonoco AlcoreDemolli S.r.l., a 100%-owned foreign subsidiary, incorporated in Italy | |
50 |
Sonoco Alcore AB, a 100%-owned foreign subsidiary, incorporated in Sweden |
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
51 |
Sonoco Alcore GmbH, a 100%-owned foreign subsidiary, incorporated in Germany | |
52 |
Sonoco Alcore N.V., a 100%-owned foreign subsidiary, incorporated in Belgium | |
53 |
Sonoco Alcore Nederland B.V., a 100%-owned foreign subsidiary, incorporated in the Netherlands | |
54 |
Sonoco Ambalaj Sanayi Ve Ticaret Limited Sirketi, a 100%-owned foreign subsidiary, incorporated in Turkey | |
55 |
Sonoco Asia Holding S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg | |
56 |
Sonoco Asia Management Company, L.L.C., a 70%-owned domestic subsidiary, incorporated in Delaware | |
57 |
Sonoco Asia, L.L.C., a 79.2%-owned domestic subsidiary, incorporated in Delaware | |
58 |
Sonoco Australia Pty Ltd, a 100%-owned foreign subsidiary, incorporated in Australia | |
59 |
Sonoco Board Mills Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
60 |
Sonoco Bonmati, S.A.U., a 100%-owned foreign subsidiary, incorporated in Spain | |
61 |
Sonoco Canada Corporation, a 100%-owned foreign subsidiary, incorporated in Canada | |
62 |
Sonoco Caprex Karton- und Papierverarbeitungs AG, a 100%-owned foreign subsidiary, incorporated in Switzerland | |
63 |
Sonoco Capseals Liners Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
64 |
Sonoco Comercial, S. de R.L. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
65 |
Sonoco Consumer Products Dordrecht B.V. (fka Dorpak B.V.), a 100%-owned foreign subsidiary, incorporated in Netherlands | |
66 |
Sonoco Consumer Products Europe GmbH (fka Weidenhammer Packaging Group GmbH), a 100%-owned foreign subsidiary, incorporated in Germany | |
67 |
Sonoco Consumer Products Hellas S.A. (fka Weidenhammer Hellas S.A.), a 100%-owned foreign subsidiary, incorporated in Greece | |
68 |
Sonoco Consumer Products Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
69 |
Sonoco Consumer Products Mechelen BVBA (fka Weidenhammer Belgium BVBA), a 100%-owned foreign subsidiary, incorporated in Belgium | |
70 |
Sonoco Consumer Products Montanay SAS (fka Neuvibox SAS), a 100%-owned foreign subsidiary, incorporated in France | |
71 |
Sonoco Consumer Products Poland Sp. Z.O.O., a 100%-owned foreign subsidiary, incorporated in Poland | |
72 |
Sonoco Consumer Products SAS, a 100%-owned foreign subsidiary, incorporated in France | |
73 |
Sonoco Consumer Products Zwenkau GmbH (fka fka Weidenhammer Plastice Packaging GmbH), a 100%-owned foreign subsidiary, incorporated in Germany | |
74 |
Sonoco Contract Services S. de R.L. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
75 |
Sonoco Cores and Paper Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
76 |
Sonoco D & P, LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina | |
77 |
Sonoco D and P York, LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina | |
78 |
Sonoco de Colombia Ltda, a 100%-owned foreign subsidiary, incorporated in Colombia | |
79 |
Sonoco Deutschland GmbH, a 100%-owned foreign subsidiary, incorporated in Germany | |
80 |
Sonoco Deutschland Holdings GmbH, a 100%-owned foreign subsidiary, incorporated in Germany | |
81 |
Sonoco Development, Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina | |
82 |
Sonoco Display and Packaging, LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina | |
83 |
Sonoco do Brasil Participacoes Ltda, a 100%-owned foreign subsidiary, incorporated in Brazil | |
84 |
Sonoco do Brazil Ltda, a 100%-owned foreign subsidiary, incorporated in Brazil | |
85 |
Sonoco Embalagens Ltda. (fka Sonoco Embalagens S.A.), a 100%-owned foreign subsidiary, incorporated in Brazil | |
86 |
Sonoco Empaques Ecuador S.A., a 100%-owned foreign subsidiary, incorporated in Ecuador | |
87 |
Sonoco Europe Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
88 |
Sonoco Flexible Packaging Canada Corporation, a 100%-owned foreign subsidiary, incorporated in Canada | |
89 |
Sonoco Flexible Packaging Co., Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina | |
90 |
Sonoco Graphics India Private Limited, a 51%-owned foreign subsidiary, incorporated in India | |
91 |
Sonoco Hickory, Inc., a 100%-owned domestic subsidiary, incorporated in North Carolina | |
92 |
Sonoco Holdings UK Limited, a 100%-owned domestic subsidiary, dually incorporated in Delaware and in the United Kingdom | |
93 |
Sonoco Holdings, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
94 |
Sonoco Hongwen Paper Co Ltd, a 63.6%-owned foreign subsidiary, incorporated in China | |
95 |
Sonoco Hutchinson, LLC, a 100%-owned domestic subsidiary, incorporated in Kansas | |
96 |
Sonoco Iberia, S.L.U., a 100%-owned foreign subsidiary, incorporated in Spain | |
97 |
Sonoco International BVI, a 100%-owned foreign subsidiary, incorporated in the British Virgin Islands | |
98 |
Sonoco International Holdings GmbH, a 100%-owned foreign subsidiary, incorporated in Switzerland | |
99 |
Sonoco International, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware |
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
100 |
Sonoco IPD France SAS, a 100%-owned foreign subsidiary, incorporated in France | |
101 |
Sonoco JV GmbH & Co. KG, a 100%-owned foreign subsidiary, incorporated in Germany | |
102 |
Sonoco Kaiping Packaging Co. Ltd., a 79.2%-owned foreign subsidiary, incorporated in China | |
103 |
Sonoco Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
104 |
Sonoco Luxembourg Holding S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg | |
105 |
Sonoco Luxembourg S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg | |
106 |
Sonoco Milnrow, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
107 |
Sonoco Netherlands Holding II BV, a 100%-owned foreign subsidiary, incorporated in the Netherlands | |
108 |
Sonoco Netherlands Holding III BV, a 100%-owned foreign subsidiary, incorporated in the Netherlands | |
109 |
Sonoco New Zealand Limited, a 100%-owned foreign subsidiary, incorporated in New Zealand | |
110 |
Sonoco of Puerto Rico, Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina | |
111 |
Sonoco Operadora S. de R.L. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
112 |
Sonoco Packaging Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
113 |
Sonoco Packaging Tapes Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
114 |
Sonoco Paper Mill & IPD Hellas SA, a 100%-owned foreign subsidiary, incorporated in Greece | |
115 |
Sonoco Paperboard Group, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina | |
116 |
Sonoco Partitions, Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina | |
117 |
Sonoco Phoenix, LLC, a 100%-owned domestic subsidiary, incorporated in Ohio | |
118 |
Sonoco Pina, S.A.U., a 100%-owned foreign subsidiary, incorporated in Spain | |
119 |
Sonoco Plastics B.V., a 100%-owned foreign subsidiary, incorporated in the Netherlands | |
120 |
Sonoco Plastics Canada ULC, a 100%-owned foreign subsidiary, incorporated in Canada | |
121 |
Sonoco Plastics Germany GmbH, a 100%-owned foreign subsidiary, incorporated in Germany | |
122 |
Sonoco Plastics, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
123 |
Sonoco PolandPackaging Services Sp. Z.O.O., a 100%-owned foreign subsidiary, incorporated in Poland | |
124 |
Sonoco Poland Holdings B.V., a 100%-owned foreign subsidiary, incorporated in the Netherlands | |
125 |
Sonoco Polysack A/S, Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina | |
126 |
Sonoco Polysack Limited, a 100%-owned domestic subsidiary, dually incorporated in South Carolina and in the United Kingdom | |
127 |
Sonoco Products Company UK, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
128 |
Sonoco Products Malaysia Sdn Bhd, a 79.2%-owned foreign subsidiary, incorporated in Malaysia | |
129 |
Sonoco Protective Solutions, Inc., a 100%-owned domestic subsidiary, incorporated in Pennsylvania | |
130 |
Sonoco RecyclingInternational Trade Group, LLC (fka Reparco USA, Inc.), a 100%-owned domestic subsidiary, incorporated in California | |
131 |
Sonoco Recycling, LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina | |
132 |
Sonoco Reels Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
133 |
Sonoco SAS, a 100%-owned foreign subsidiary, incorporated in France | |
134 |
Sonoco Saudi Limited Company, a 51%-owned foreign subsidiary, incorporated in Saudi Arabia | |
135 |
Sonoco Services, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware | |
136 |
Sonoco Singapore Pte. Ltd., a 79.2%-owned foreign subsidiary, incorporated in Singapore | |
137 |
Sonoco Taiwan Ltd, a 79.2%-owned foreign subsidiary, incorporated in Taiwan | |
138 |
Sonoco Thailand Ltd, a 79.2%-owned foreign subsidiary, incorporated in Thailand | |
139 |
Sonoco UK Leasing Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
140 |
Sonoco Venezolana, C.A., a 90%-owned foreign subsidiary, incorporated in Venezuela | |
141 |
Sonoco Venture International Holdings GmbH, a 100%-owned foreign subsidiary, incorporated in Switzerland | |
142 |
Sonoco Ventures UK Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
143 |
Sonoco Yatai Pinghu Packaging Co Ltd, a 79.2%-owned foreign subsidiary, incorporated in China | |
144 |
Sonoco, S.A. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
145 |
Sonoco-Alcore AS, a 100%-owned foreign subsidiary, incorporated in Norway | |
146 |
Sonoco-Alcore Ou, a 100%-owned foreign subsidiary, incorporated in Estonia | |
147 |
Sonoco-Alcore Oy, a 100%-owned foreign subsidiary, incorporated in Finland | |
148 |
Sonoco-Alcore S.a.r.l., a 100%-owned foreign subsidiary, incorporated in Luxembourg | |
149 |
Sonoco-Alcore Sp. Z.O.O., a 100%-owned foreign subsidiary, incorporated in Poland |
SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
150 |
Sonoco-Engraph Puerto Rico, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
151 |
SPC Capital Management, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
152 |
SPC Liquidation, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina | |
153 |
SPC Management, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware | |
154 |
SPC Resources, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
155 |
SR Holdings of the Carolinas, LLC, a 100%-owned domestic subsidiary, incorporated in South Carolina | |
156 |
Tegrant Alloyd Brands, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
157 |
Tegrant Corporation, a 100%-owned domestic subsidiary, incorporated in Delaware | |
158 |
Tegrant de Mexico, S.A. de C.V., a 100%-owned foreign subsidiary, incorporated in Mexico | |
159 |
Tegrant International, Inc., a 100%-owned domestic subsidiary, incorporated in Delaware | |
160 |
Tegrant Property Holdings, LLC, a 100%-owned domestic subsidiary, incorporated in Delaware | |
161 |
ThermoSafe Brands Asia PTE, LTD., a 100%-owned foreign subsidiary, incorporated in Singapore | |
162 |
ThermoSafe Brands Europe Ltd., a 100%-owned foreign subsidiary, incorporated in Ireland | |
163 |
ThermoSafe Brands Germany GmbH, a 100%-owned foreign subsidiary, incorporated in Germany | |
164 |
ThermoSafe Malaysia SDN. BHD, a 100%-owned foreign subsidiary, incorporated in Malaysia | |
165 |
TPT Board Mills Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
166 |
TPT Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
167 |
Trident Graphics Canada Corporation, a 100%-owned foreign subsidiary, incorporated in Canada | |
168 |
Trident Graphics NA LLC, a 100%-owned domestic subsidiary, incorporated in North Carolina | |
169 |
U.S. Paper Mills Corp., a 100%-owned domestic subsidiary, incorporated in Wisconsin | |
170 |
Unit Reels & Drums Limited, a 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
171 |
Weidenhammer Chile Ltda., a 65%-owned foreign subsidiary, incorporated in Chile | |
172 |
Weidenhammer France SAS, a 100%-owned foreign subsidiary, incorporated in France | |
173 |
Weidenhammer UK Ltd., 100%-owned foreign subsidiary, incorporated in the United Kingdom | |
174 |
Wisenberg U.S., Inc., a 100%-owned domestic subsidiary, incorporated in South Carolina |
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File no. 333-213559) and on Forms S-8 (File No. 333-206669; File No. 333-206671; File No. 333-206672; File No. 333-206673; File No. 333-206674; and File No. 333-206675) of Sonoco Products Company of our report dated February 28, 2018, relating to the financial statements, financial statement schedule, 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, 2018
EXHIBIT 31
I, M. Jack Sanders, 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 registrants 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 registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 28, 2018 | /s/ M. Jack Sanders | |||
M. Jack Sanders | ||||
President and Chief Executive Officer |
EXHIBIT 31
I, Barry L. Saunders, 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 registrants 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 registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 28, 2018 | /s/ Barry L. Saunders | |||
Barry L. Saunders | ||||
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, 2017, 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, 2018 | ||||
/s/ M. Jack Sanders | ||||
M. Jack Sanders | ||||
Chief Executive Officer | ||||
/s/ Barry L. Saunders | ||||
Barry L. Saunders | ||||
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.