SecProbe.io

September 12, 2012

Via E -mail
Barry L. Saunders
Vice President and Chief Financial Officer
Sonoco Products Company
1 N. Second St.
Hartsville, South Carolina 29550

Re: Sonoco Products Company
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 29, 2012
File No. 000-00516

Dear Mr. Sau nders:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
16

Financial Position, Liquidity and Capital Resources, page 23

Cash Flow, page 23

1. Please revise your disclosures to include a more detailed analysis of the components of
your statements of cash flows that explains the significant year -to-year variations in each
period for which financial statements are presented.  As one example, revise your
discussion of cash flows from operating activities to address changes in trade accounts
receivable, inventories, and accrued expenses in the periods for which financial
statements are presented.   For additional guidance, refer to S EC Release No. 33 -8350.

Barry L. Saunders
Sonoco Products Company
September 12, 2012
Page 2

Capital Resources, page 23

2. We note the disclosure on page 24 of your filing stating that cash balances are held in
numerous locations throughout the world, with the vast majority held outside of the
United States.  We also note yo ur disclosure stating that you consider the majority of
your current cash balances to be indefinitely invested outside of the United States.  In
order to provide additional information useful to an investor, please expand your
disclosure to state the amoun t of cash and short term investments that are held by foreign
subsidiaries.

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 3 – Acquisitions, page F -8

3. We note that you acquired Tegrant  Holding Corporation in November 2011 for cash
consideration of $550 million.  Your disclosure regarding this acquisition states that
goodwill is attributable to the acquired entity’s workforce and the expected future cash
flows of the business.  Please re vise to provide additional information describing the
factors that make up the goodwill recognized in more detail.  Refer to FASB ASC 805 -
30-50-1a.

Note 14 – Commitments and Contingencies, page F -26

Contingencies, page F -26

4. We note your disclosure regar ding contingencies states that you cannot currently estimate
the final outcome of many of the items described in your filing or the ultimate amount of
potential losses.  Your disclosure also states that the ultimate liabilities relating to claims
and proce edings may be significant to profitability in the period recognized, but that it is
management’s opinion that such liabilities will not have an adverse material effect on
your consolidated financial position or liquidity.  These statements appear to be
inconsistent as this type of materiality assessment is likely to include a loss contingency
estimate.  Please tell us how you considered disclosing the range of loss for unrecognized
contingent liabilities.  Refer to FASB ASC 450 -20-50-3 and 50 -4.  In additio n, please tell
us if the reference to your inability to “estimate the final outcome of many of the items
described” is an indication that there are certain matters for which the amount of possible
loss or a range of loss can be estimated.

5. In connection wi th the preceding comment, please tell us if your use of the word
“significant” in describing the potential impact of claims and proceedings to your
profitability is meant to convey that these matters may have a material impact on your

Barry L. Saunders
Sonoco Products Company
September 12, 2012
Page 3

 profitability.  If no t, please provide us with additional detail clarifying the intent of this
statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securiti es Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response  to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Andri Boerman at 202 -551-3645 or me at 202 -551-3311  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Ethan Horow itz

Ethan Horowitz
Accounting Branch Chief