Correspondence 0001104659-24-119253 from SONOCO PRODUCTS CO (SON)
SONOCO PRODUCTS CO
Date: Nov. 14, 2024 · CIK: 0000091767 · Accession: 0001104659-24-119253
AI Filing Summary & Sentiment
File numbers found in text: 001-11261
Referenced dates: May 26, 2022
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VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
November 14, 2024
RE:
Sonoco Products Company
Form 10-K for the Year Ended December 31, 2023
Form 10-Q for the Quarter Ended June 30, 2024
File No. 001-11261
Dear Ms. Clark and Ms. Erlanger:
On behalf of Sonoco Products Company (the “Company”),
we submit this letter in response to comments from the Staff of the Division of Corporation Finance, Office of Manufacturing (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated October 15, 2024 relating to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) and the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “2024 Q2 Form 10-Q”). In this letter,
we have recited the comment from the Staff in italicized type and have followed each comment with the Company’s response.
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Form 10-K for the Year Ended December 31, 2023
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Reconciliations of GAAP to Non-GAAP Financial Measures, page 26
1. We note your discussion of non-GAAP financial measures at
the beginning of your MD&A before any discussion of your results of operations reported in GAAP. Please revise future filings to
move the Use of Non-GAAP Financial Measures and the Reconciliations of GAAP to Non-GAAP Financial Measures sections further down in MD&A
so you can present and discuss the directly comparable GAAP measures with equal or greater prominence than the non-GAAP measures. Refer
to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
Your Quarterly Reports on Form 10-Q and Form 8-K earnings releases should be similarly revised.
The Company acknowledges the Staff’s comment and advises the
Staff that it revised the presentation in its Quarterly Report on Form 10-Q and 8-K earnings release for the quarter ended September
29, 2024, filed with the Commission on November 1, 2024 and October 31, 2024, respectively, and will revise its future filings, to move
the “Use of Non-GAAP Financial Measures” and the “Reconciliations of GAAP to Non-GAAP Financial Measures” sections
further down in MD&A so that the directly comparable GAAP measures are presented and discussed with equal or greater prominence than
the non-GAAP financial measures.
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Results of Operations – 2023 Versus 2022, page 29
2. Please ensure consistent titles with your non-GAAP measures.
In this regard, we note you refer to Adjusted Earnings here, which corresponds to the total of Adjusted Net Income Attributable to Sonoco
in the reconciliation on page 26. Additionally, we note that in your MD&A discussion you refer to "segment operating profit,"
however your disclosure in Note 19 indicates that the segment profitability measure used by the CODM is "income (loss) before taxes."
To avoid confusion on the inclusion/exclusion of certain amounts in your profitability measures, please revise future filings to be consistent
with your terminology.
The Company acknowledges the Staff’s comment and advises the
Staff that it revised the presentation in its Quarterly Report on Form 10-Q for the quarter ended September 29, 2024, filed with the
Commission on November 1, 2024, and will revise its future filings, to ensure consistency of the terminology used to describe its non-GAAP
financial measures and to more clearly describe the Company’s segment profitability measure, which is segment operating profit.
Note 16. Revenue Recognition, page F-36
3. We note that you disclose revenue disaggregated by geography
within each of your reportable segments, Consumer Packaging, Industrial Paper Packaging, and All Other. We also note that during the
last few years you have made several acquisitions including, Inapel, RTS Packaging and Metal Packaging, and during your recent earnings
calls and in presentations you discuss sales volume/mix trends for three businesses within the Consumer segment: Rigid Paper Containers;
TFP; and Metal Packaging. Please explain to us how you have considered the requirements to present revenue at a lower level by product
or service, as required by ASC 280-10-50-40. See also guidance for disaggregated revenue presentation in ASC 606-10-50-5.
The Company acknowledges the Staff’s comments and advises the
Staff that it considers and follows the provisions of Accounting Standards Codification (“ASC”) 280-10-50-40, “Information
about Products and Services” (“ASC 280-10-50-40”), and ASC 606-10-50-5, “Disaggregation of Revenue” (“ASC
606-10-50-5”), when preparing its financial statements. ASC 280-10-50-40 states that a public entity shall report the revenues
from external customers for each product or each group of similar products unless it is impracticable to do so. ASC 606-10-50-5 states
that an entity shall disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount,
timing and uncertainty of revenue and cash flows are affected by economic factors.
The Company discloses revenues based on three groups of products:
Consumer Packaging, Industrial Paper Packaging, and All Other. The Company believes that the products produced and sold by each of the
Consumer Packaging and Industrial Paper Packaging groups constitute groups of similar products in all material respects, and that disclosure
of revenues for each such group, along with geographic regional information, clearly and meaningfully depicts how the nature, amount,
timing, and uncertainty of revenues and cash flows are affected by economic factors within the consumer and industrial markets. As a
result, further disaggregation of revenues within these groups is not required by ASC 280-10-50-40 or ASC 606-10-50-5. With respect to
the All Other group, the Company believes that products included within this group include a variety of products that the Company does
not view individually or in the aggregate as qualitatively or quantitatively material, and, as a result, it is appropriate and consistent
with the principle expressed in Rule 4-02 of Regulation S-X and ASC 280-10-50-40 to not present disaggregated revenue information separately.
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The Company believes that the products produced and sold within its
Consumer Packaging group constitute a group of similar products. These products consist primarily of rigid paper, metal and plastic containers;
high-barrier flexible packaging; and thermoformed plastic trays. These products primarily serve similar customers in the consumer staples
market, focused on food, beverage, household, personal, and pharmaceutical products. The Company’s consumer packaging products
serve the same basic function of helping the Company’s customers package and protect their products while transporting such products
from the point of production to consumption or distribution to the end customers. The fundamental production processes for these products
are broadly similar across product lines. Further, customers also look to substitute one type of packaging with another over time, depending
on end-customer buying patterns. A key characteristic for products in the Consumer Packaging group is the customers’ need to meet
barrier protection capabilities by applying similar material science, with interchangeable components, regardless of the material from
which a particular product is made. Graphic appeal is another important attribute of the production process with consistent printing
techniques being a key factor for all products within this group. For these reasons, the Company concluded that it is appropriate to
view these products as a single group of similar products in the context of ASC 280-10-50-40 given their similar nature, end-use, and
common customer type.
The Company believes that the products produced and sold within its
Industrial Paper Packaging group also constitute a group of similar products. These products include goods produced from recycled fiber,
including paperboard tubes, cones and cores; paper-based protective packaging; and uncoated recycled paperboard for folding cartons,
can board and laminated structures. Products across this group support similar customer groups, primarily in paper, textile, and films;
primarily industrial manufacturers that wind their products onto their paper based package to ship them to the next level in the supply
chain. The products produced in this group use a largely homogeneous input, consistent manufacturing process, and similar product technology
to create outputs that meet the needs of the Company’s customers. For these reasons, the Company concluded that it is appropriate
to view these as a single group of similar products in the context of ASC 280-10-50-40 given their similar nature, end-use and common
customer type.
Finally, on an aggregated basis, products in the All Other group represented
approximately 12% of the Company’s consolidated revenue for the fiscal year ended December 31, 2023. The Company acknowledges that
not all products included in this group are similar to one another; however, in light of the qualitative and quantitative insignificance
of such products, the Company concluded that providing disaggregated revenue information for products in the All Other group would not
enhance the users’ understanding of the Company’s financial statements or its business. For these reasons, the Company concluded
that the individual amounts are not material and it is appropriate and consistent with the principle expressed in Rule 4-02 of Regulation
S-X and ASC 280-10-50-40 to not present this information separately. However, the Company will continue to evaluate its analysis in connection
with its periodic reporting, and if any products included in All Other become qualitatively or quantitatively material in the future,
the Company will evaluate the need to provide disaggregated product disclosure as contemplated by ASC 280-10-50-40 and ASC 606-10-50-5.
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The Company also acknowledges that it has completed various acquisitions
since its response to the Staff’s comment letter dated May 26, 2022, File No. 001-11261, and respectfully advises the Staff that
upon acquisition of a business, the Company evaluates such acquired business’s product offering in light of guidance under ASC
280-10-50-40 and ASC 606-10-50-5. In the case of the Inapel and Metal Packaging acquisitions referred to in the Staff’s comment,
the Company concluded that products produced and sold by the acquired businesses were similar to products already offered by the Consumer
Packaging group for the reasons discussed above. Similarly, for the RTS Packaging acquisition referred to in the Staff’s comment,
the Company concluded that products produced and sold by this business were similar to products already offered by the Industrial Paper
Packaging group for the reasons discussed above. In addition, the Company confirms that it has similarly assessed all products produced
and sold by acquired companies not referenced within the Staff’s comment.
The guidance under ASC 606-10-50-5 does not prescribe any specific
characteristics of revenue to be used as the basis for disaggregation. Therefore, such an evaluation depends on facts and circumstances
specific to the Company. In addition to the inherent disaggregation of revenue arising from its reportable segments as noted above, the
Company believes that the nature of its contracts varies primarily by geographical region, influenced by jurisdictional terms and conditions
and seasonality trends that vary across various geographies, among other things. For example, it is customary for customers in certain
geographic regions to negotiate longer payment terms than in certain other jurisdictions. Thus, the Company believes that disaggregating
revenue by its three product groups, and by region satisfies the guidance in ASC 606-10-50-5 and allows the reader to understand how
the nature, amount, timing and uncertainty of revenue are affected by economic factors as required by ASC 606-10-50-5.
Although the Company’s customers, across all product groups,
generally exhibit consistent economic characteristics over time as product demand is influenced by macro-economic conditions such as
broad economic activity and GDP growth that is not tied specifically to any product line, the Company does acknowledge that earnings
call presentations and other external material discuss sales volumes/mix for rigid paper containers, thermoformed and flexibles packaging,
and metal packaging separately to depict seasonality and short-term outlook in each of these businesses. This information is provided
on a supplemental basis to help investors and analysts better understand market trends and the demand environment, as is information
regarding numerous other factors such as contract pricing, spot pricing, cost inputs, and foreign exchange, that also impact the calculation
of historical revenue, but not presented or discussed discretely. As such, the Company continues to believe that such businesses and
products offered continue to be a group of similar products as contemplated by ASC 280-10-50-40 and the current disclosure adequately
depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors as outlined in ASC
606-10-50-5.
Further, upon evaluating guidance under ASC 280-10-50 that discusses
entity-wide disclosures, the Company believes that such disclosures are intended to ensure some level of comparability across public
companies regardless of how such public companies are managed or resources are allocated. Accordingly, the Company considered the objectives
and principles of ASC 280-10-50 while evaluating segment disclosures, and believe that its current disaggregated revenue information
by segment and by geography provides comparability and consistency with its peer group companies’ financial information, while
also addressing the facts and circumstances specific to the Company.
Based on this analysis, the Company believes that the level of disclosure
in the 2023 Form 10-K satisfies the disclosure requirements of ASC 280-10-50-40 and ASC 606-10-50-5. However, the Company will continue
to evaluate changes that could impact its disclosures, including potential future acquisitions and dispositions and will consider revision
of the disaggregated revenue disclosure in the future, as needed.
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Form 10-Q for the Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Reportable Segments
Consumer Packaging, page 51
4. We note you refer to an increase in productivity of $24.6
million related to your segment operating profit and Adjusted EBITDA. Please tell us and revise to disclose what this dollar value of
productivity represents and how it is determined. Similarly, we note that in the summary bullet points at the top of your second quarter
2024 earnings release you disclose that you generated strong productivity of $51 million during the second quarter and $102 million during
the first half of 2024. Please explain to us the nature of these amounts and how they were calculated or determined.
The Company acknowledges the Staff’s comment and herein provides
further context regarding the nature of productivity and how it is calculated. The term productivity represents changes in operating
profit period over period related to certain procurement savings, production efficiencies, and fixed cost reduction initiatives. A positive
productivity trend indicates that fewer resources are needed period over period to achieve the same level of output, reflecting improved
efficiency and cost savings. The use of the term productiv