bemis company, inc. (bms)
Annual reports submitted under sections 13 or 15 (d)
Securities Trading Act 31,2016 Commission Document No. 1-34 financial year-
Company BEMIS, INC. 5277(
The exact name of the registrant specified in the articles of association)Missouri43-0178130(
Of a state or another jurisdiction (I. R. S.
Company or organization)
P. 4/F. Neenah Center 1O.
Box 669, Wisconsin Neenah-549570669(
Main executive office address)
The registrant\'s telephone number, including the area code :(920)527-
5000 securities registered under article (b)
Bill: The title of each class name of each exchange registered common stock, with a face value of $0.
Every shareNew York stock exchange registered under section 12thg)
Key points of the act: if the registrant is healthy, it is not indicated by a check mark
Well-known experienced issuers as defined in Rule 405 of the Securities Act.
Yes, if the registrant does not need to submit a report under Section 13 or Section 15, please indicate by check mark (d)of the Act.
YESo no GmbH indicates whether the registrant is by checking the mark :(1)
All reports requested in Section 13 or 15 have been submitted (d)
Securities Trading Act of 1934 within the first 12 months (
Or a short period of time required for the registrant to submit such reports), and (2)
This filing requirement has been bound for the last 90 days.
Yes, indicate by check mark whether the registrant has submitted and posted electronically on its company website, if anyT (§232.
This Chapter 405)
Within the first 12 months (
Or in such a short time that the registrant is required to submit and publish these documents).
Yes, if the declaration of arrears is disclosed under S-regulation 405th, it is not indicated by the check markK (§232. 405)
As the registrant is aware, it is not included here and will not be included in the final proxy or information statement referenced in the first part of this Form 10-
K or any amendments to this form 10K.
Indicate by check mark whether the registrant is a large accelerated file manager, a non-accelerated file manager
A smaller reporting company.
See the definition of \"large accelerated file manager\", \"accelerated file manager\" and \"small Reporting Company\" in Rule12b-
2 of the Trading Act. (Check one)
: Large acceleration filerxaccelated FileroNon-
Accelerate the FileroSmaller Companyo report (
Do not check if there are smaller reporting companies)
Indicate whether the registrant is a shell company by check mark (
Defined in Rule 12b-2 of the Act).
Yes o no total market value of voting and non-voting
Registrant onJune30, 2016 of the non-affiliated company\'s voting common shares held at a closing price of $51.
The New York Stock Exchange reported $49 a share of $4,876,642,461.
As of 2017, the registrant had issued and outstanding 450,468 shares of common stock.
Files merged by the reference section declared by the agent-
General Meeting of Shareholders 2017-
Annual Report on form 10
Report of final accounts of KTABLE CONTENTSPartIItem. Business 1A.
Risk factor 1B.
Unresolved employee reviews 2.
Property item month.
Legal action 4.
Safety disclosure of mining disasters 5.
Market for registrant common stock, related shareholder matters and issuer to purchase equity securities
Selected Financial Data Items 7.
Management Discussion and Analysis of operational financial status and results
Quantitative and qualitative disclosure of market risks
Statement of responsibility of the financial statements and supplementary data management department the consolidated statements of independent certified public accountants Consolidated statements consolidated accounting statements Consolidated Cash Flow Statement Consolidated Financial Statements note 9.
Changes and disagreements with accountants on accounting and financial disclosure project 9A.
Control and procedure 9B.
Other information items 10.
Project 11. Director, executive officer and corporate governance.
Item 12 of administrative compensation.
Secured ownership of certain beneficial owners and management and related shareholders.
Relationship with directors and related transactions.
Main accounting expenses and service items 15.
Annex and schedule 16 to the financial statements. Form 10-
It seems that there is no other explanation, and \"Bemis Company\", \"we\" and \"we\" are mentioned in the Annual Report of Form 10\"
K refers to company Bemis.
And its merged subsidiaries.
This annual report contains certain estimates, forecasts and other \"forward-looking\"
See the report \"(
Defined in the Private Securities Litigation Reform Act of 1995, and the changes to the Securities Law of 1933 of the significance of setion27a, setion21e the Securities Trading Act of 1934, as amended). Forward-
Statements that appear are usually identified with words such as \"believe\", \"expect\", \"expect\", \"intend\", \"estimate\", \"target\", \"possible\", \"will\", etc. \"Plan\", \"project\", \"should\", \"continue\", \"outlook\", \"about\", \"will\", \"can\", or its negative or other similar expressions, or a discussion of future goals or aspirations, which are predictions or indications of future events and trends and have nothing to do with historical affairs.
These statements are based on information available to management as of the publication of these reports, inter alia, in relation to expectations of the business environment in which we operate, forecasts of future performance (
Financial and other aspects)
Includes opportunities for acquired companies, opportunities in the market, and statements about our strategy and vision. Forward-
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may lead to significant differences in actual results, performance or achievement from the expected future results, performance or achievement expressed or implied by such strikers-
Look at the report.
We have no obligation to update or modify any forwarding publicly-
Whether it is due to new information, future events or other reasons, it is a forward-looking statement.
Factors that may lead to different actual results from expected results include, but are not limited to: the cost, availability and terms of obtaining our raw materials (
Polymer resin and adhesive in particular)
And our ability to pass on any price change to our customers;
Our ability to retain and build key customer relationships and sales;
The consolidation of customers or suppliers may result in business losses or increased costs;
Our foreign operations are able to maintain productivity and make appropriate adjustments in line with ongoing changes in global political, legislative and economic conditions;
Key Exchange rate differences that may affect the translation of financial statements of our foreign entities.
Our ability to effectively implement and update global enterprise resource planning (\"ERP\")systems;
Our ability to achieve acquisition and divestiture benefits and whether we can properly integrate the business we acquire;
Fluctuations in interest rates and borrowing costs, as well as other key financial variables;
Potential failures of our information technology infrastructure or applications, and their ability to protect our key features from cyber attacks
Unexpected results have emerged in our current and future administrative and litigation proceedings;
Changes in government regulations, particularly in the areas of environment, health and safety matters, financial incentives and foreign investment;
Changes in the competitive conditions of our market and changes in the demand for our goods;
The ability to effectively introduce new products into the market, protect or retain intellectual property rights;
Changes in our ability to attract and retain high-performance employees;
Changes in the value of our goodwill and other intangible assets;
Changes in import and export regulations may make us liable or compromise our ability to compete in the international market;
Our ability to manage all costs associated with the pension plan;
Changes in our credit rating;
The potential of our restructuring activities has not been fully realized.
These and other risks, uncertainties and assumptions found from time to time in our submission to the Securities and Exchange Commission, including, but not limited to, the form 10 described under Item 1A \"risk factors\" for this year\'s report-
K on table 10 and our Quarterly Report
Q, may lead to significant differences between future actual results and future predicted results
Look at the report.
In addition, the actual results in the future may be very different from the results predicted in the future
Since the assumptions used in making such forward-looking changes, forward-looking statements-
Look at the report. 3PARTIITEM 1 —
Business Company, Inc.
A company in Missouri
\"Registrant\" or \"Company \")
Continue the business established in 1858.
We\'re going to be in 1885, dude.
Package Company called Bemis Company, Inc. in 1965.
We are a global manufacturer of packaged products.
Our strategic goal is to accelerate growth, focus on innovation, and continuous improvement, all of which are focused on providing a strong long-term
To support the strategic objectives, our vision is that a passionate commitment to customer growth and success will make Bemis a clear choice for inspired packaging solutions.
Most of our products are sold to customers in the food industry.
Other clients include companies in the chemical, agricultural, medical, pharmaceutical, personal care, electronics, construction and other consumer goods industries.
For more information on our operations in the business unit and in the geographic area, please see Note 20 to the consolidated financial statements contained in Item 8 of this annual report on Form10-K.
As of 2016, we have about 17,500 employees worldwide.
About 8,500 of these employees are in the United States. S.
Of the 40% hours of production employees covered by the collective bargaining agreement involving six different unions, about 6,000 were.
Of about 9,000 employees outside the United StatesS.
More than half the hours of production staff and some salaried labor are covered by collective bargaining agreements and represented by many unions.
Operating capital fluctuated throughout the year due to business volume and other market conditions.
We maintain stock levels and provide a reasonable balance between obtaining raw materials at preferential prices and maintaining sufficient stock levels to enable us to fulfill our commitment to fill out customer orders in a timely manner.
Manufacturing backlog is not an important factor in the industry we operate in.
The business of each market segment that can be reported is largely not seasonal.
We are the owner or licensee of some US and foreign patent and patent applications related to some of our products, manufacturing processes and equipment.
We also have some trademarks and trademarks registered in the United States and foreign countries.
Together, our patents, licenses and trademarks provide a competitive advantage.
However, the mere loss of any patent or license will not have a significant adverse effect on our overall results or on the results of any of our departments.
Our business activities are organized around two reporting business units in the United States. S. Packaging (
Net sales of 65% of2016)
Global packaging (35 percent).
Both internal and external reports are in line with this organizational structure.
Here is a summary of the business activities that can be reported by our two reporting business units. U. S.
Packaging segment in the United StatesS.
The packaging section represents the packaging of all food, consumer and industrial products-
Related manufacturing business in the United States.
The department produces multi-layer polymer, blown and cast film structures, which are then converted into packaging for processing and fresh meat, dairy products, liquids, frozen foods, grains, snacks, cheese, coffee, condiments, sweets, pet food, bakeries, lawns and gardens, paper towels, fresh produce, personal care and hygiene, disposable diapers and farming businesses.
Global packaging segment including all packaging-
Manufacturing operations outside the United States and global packaging of medical devices and medicines-
Related manufacturing business.
The department produces multi-layer polymer, blow molding and casting film structures to produce packaging for a wide range of food, medical, pharmaceutical, personal care, electronics and industrial applications.
Other products include injection molding and thermoforming plastic and folding carton packaging.
These products include processed and fresh meat, dairy products, liquids, snacks, cheese, coffee, condiments, sweets, bakeries, paper towels, fresh produce, personal care and hygiene, disposable diapers, agricultural enterprises, medicines and medical devices.
Marketing, distribution and competition while our sales are carried out through a variety of distribution channels, basically all sales are carried out by our direct sales staff.
Sales offices and factories in North America, Latin America, Europe and Asia
The Pacific provides timely and economical services to thousands of customers.
Our technically trained sales team is supported by product development engineers, design technicians, field service technicians and customer service organizations.
In 2016, Kraft Heinz and its subsidiaries accounted for 11 and 12% and 2015 of our sales, respectively.
Business arrangements with them and certain major customers require a large portion of manufacturing capacity in several separate manufacturing locations.
Any changes in the business arrangement will usually occur over a period of time, which will allow an orderly transition between our manufacturing sites and our customers.
The main market for our products is very competitive.
The areas of competition include service, innovation, quality and price.
This kind of competition is very important to the size and quantity of competitive enterprises.
Competitors include Amcor Limited, Berry Plastics Group, Inc.
Coveris Co. , Ltd. Bryce company. A. , Printpack, Inc.
Sealed Air Corporation, Sonoco Products, wipoak OY, Winpak Ltd, and a variety of other private companies.
We consider ourselves an important player in the market we serve;
However, due to the diversity of our business, our exact competitive position in these markets cannot be reasonably determined.
Advertising is mainly limited to commercial and trade publications that emphasize our product features and related technical capabilities.
Raw materials polymer resin and film, paper, ink, adhesives, aluminum and chemicals are the main raw materials we use.
These are all purchased from various industry sources around the world, and we do not have much dependence on any raw material supplier.
There may be a serious shortage of raw materials, and we hope to continue to manage the supply of raw materials successfully without serious supply disruptions.
At present, raw materials are easily available.
The environmental asset operations and real estate that we own or lease are subject to a wide range of environmental laws and regulations in multiple jurisdictions.
These laws and regulations relate to the discharge of certain materials into the environment, the disposal and disposal of waste, the cleaning of contaminated soil and groundwater, and various other protections of the environment.
We believe that, in accordance with the implementation of our environmental, health and safety management system and regular audits, we have largely complied with applicable environmental laws and regulations.
However, we cannot predict with certainty that due to the contamination of sites that we previously or currently own or operate, we will not be liable in the future for non-compliance with environmental laws and regulations (
Including pollution caused by previous owners and operators of such premises)or the off-
It may be the site disposal of the controlled material of the material.
In addition, these laws and regulations are constantly changing and we cannot always anticipate these changes.
See Note 19 to consolidated financial statements listed in item 8 of this year\'s report Form 10-
Further information on certain environmental matters.
We are a big acceleration file (
As defined in Exchange Act rule 12b-2)
It is also an electronic document supplier.
Report submitted electronically (Forms 4, 8-K, 10-K, 10-Q, S-3, S-8,etc. )
Available at the Securities and Exchange Commission (SEC)website (
Or visit the public consultation room on the 100 th floor of the US Securities and Exchange Commission, N. E.
Washington, DC 20549 (call 1-202-551-8090 or 1-800-732-
Running time is 0330 hours).
Reports submitted and provided electronically can also be accessed through our own website (
Filing under investor/SEC or by submitting free information (including SEC filing) to investor relations, Bemis Company, Inc.
, No. 1, Neenah Center, P. 4 floorO.
Box 669, Wisconsin Neenah-54957
0669, or call (920)527-5000.
In addition, our board of directors board charter, corporate governance principles and code of conduct can be accessed electronically on our website with content about Bemis/corporate governance or with free access, write directly to the company. note: company secretary.
We will issue any amendments or waivers of the code of conduct provisions applicable to our chief executive officer, chief financial officer, Chief Accounting Officer, and others who perform similar functions in the Investor Relations section of our website (www. bemis. com)
Effective immediately after such modification or waiver.
Description of terminology for aseptic packaging of company products-
Packaging used in flash
The food and its packaging are disinfected separately, and then the heating process of the Assembly and sealing under sterile conditions.
Compared with the traditional sterilization technology, the process retains more nutrients, uses less energy, and extends the shelf life of processed foods without using preservatives.
Products that provide protection and extend the shelf life of the contents of the package.
These products provide protection from oxygen, moisture, light, odor or other environmental factors by combining different types of plastics and additives into multi-layer plastic packaging. Cast film —
A plastic film that is extruded as a flat plate through a straight slot mold during manufacturing.
At the same time, multi-layer investment die or casting film is squeezed. CSD labels —
Carbonated soft drinks labelExtruded film —
A plastic film made of heated resin by forming a mold
This creates a tube of plastic film, which is then expanded by an internal air column to produce a continuous film Band.
EZ open packaging-
With packaging technology such as removable closure or laser marking, consumers can easily obtain packaging products.
EZ open packaging can be combined with repackaging functions such as plastic zippers to facilitate the storage of packaging materials after opening. Film laminate —
A multi-layer plastic film, made by laminating two or more of them with an adhesive or a molten plastic to achieve a barrier to the contents of the package.
Semi-packaged options available
Provide the customer with the finished packaging used to fill the product and seal/close the packaging for distribution instead of rolling stock.
Use the most common flexible packaging printing process of raised rubber or alternative material images mounted on the printing drum. Forming films —
A flexible plastic film designed to be shaped by a cavity when subjected to heat and vacuum.
The plastic produced by the manufacturing process, the heated plastic is injected into the mold or mold. Multipack —
A film manufactured by an improved extrusion process for packaging and preservation of multi-packaged products such as cans and liquid bottles, replacing corrugated cardboard and cardboard. Narrow-web rolls —
Make a Movie
Within a range where the width is usually less than 1 m, it can be produced in the form of a tube or roller depending on the application.
High temperature cooking packaging-
Multi-layer flexible or rigid packaging capable of withstand heat treatment for sterilization, similar to the process used for pressure cooking.
The food is packed and sealed and then heated to about 250 degrees F at high pressure.
The process extends the shelf life of food at normal temperature.
A form of packaging, when the contents of the package are removed, the shape of the package is retained.
Bottle, tray and flap packaging are examples of rigid packaging options. Rollstock —
The main form of flexible packaging materials delivered to customers.
The finished film wrapped around the core is converted in the process of the end user factory, which forms, fills and seals the product packaging to be delivered to the customer.
High quality printing process using metal engraved cylinders.
A extruded packaging film that cools, reheats, and stretches at temperatures close to its melting point.
The film is formed by shrinking around the product through the application of heat treatment, and if an oxygen blocking material is added, it can be a blocking product. Professional Film
Plastic film for non-production
Food applications, usually used as secondary packaging or incorporated into a film structure, to give specific physical and/or performance properties.
Packaging materials and prefabricated packaging systems supporting the sterilization process, providing physical and sterile barrier protection through global distribution, as well as demonstration of life-saving medical devices and technologies in sterile operating rooms.
Thermoforming plastic packaging-
Packaging formed by applying heat to the film to shape it into a tray or cavity, and then sealing the flat film on top of the package after filling.
Vacuum skin packaging (\"VSP\")—
Vacuum skin packaging combines the advantages of traditional vacuum packaging in extending shelf life and quality second
Skin display of meat, fish and ready-to-eat foodmade meals.
The VSP system includes multi-layer high barrier top mesh and adapted forming mesh and tray. 6ITEM 1A —
Risk factors the following factors, and those described elsewhere in Table 10-
K, or in other documents submitted by the company to the Securities and Exchange Commission, may adversely affect the Company\'s consolidated financial position, operating results or cash flow.
Other factors that we do not currently know or that we do not currently consider important may also affect our business operations and financial results. Raw materials —
The increase or shortage of raw material costs may adversely affect our operating results.
As manufacturers, our sales and profitability depend on the availability and cost of raw materials, which are affected by price fluctuations.
In the past, inflation and other increases in raw material costs have occurred, and this is expected to happen again, and our performance depends to a certain extent on our ability to reflect cost changes in product sales prices.
We usually increase the sales price through the contract pass and successfully manage the impact of the rising cost of raw materials
Through mechanisms with most of our customers.
Disruption of certain single raw materials
Suppliers may affect our supply chain.
In addition, natural disasters such as hurricanes, tornadoes and fires can also have a negative impact on the production or delivery capacity of our raw material suppliers in the chemical and paper industry.
This may result in an increase in the cost of raw materials or a shortage of supplies, if the increase in costs continues continuously for multiple periods, or in the case of a shortage, this may have a negative impact on our profitability if we are unable to obtain raw materials from other sources. Key customers —
The loss of key customers or a significant reduction in sales to these customers may significantly reduce our revenue.
Our customer base includes key (Generally large)
Customers who are important to our success account for a large part of the sales.
Our necessary response to ongoing market competition may result in a lower net price of our products than expected.
In addition, key customers can ask for more favorable contract terms if they are under financial pressure, which may put additional pressure on our profit margin and cash flow.
Customer group integration-
Significant consolidation of the customer base can have a negative impact on our business.
Many of our big customers have acquired companies with similar or complementary product lines.
This integration increases our business concentration with our largest customers.
This merger may be accompanied by pressure from customers to ask for a lower price, reflecting an increase in the total amount of purchased products, or eliminating the spread between acquiring customers and acquiring companies.
While we typically succeed in managing customer consolidation, the increased pricing pressure on customers can have a significant adverse impact on operational results.
Changing conditions in the United StatesS.
May have a significant impact on the results of our reported operations.
We have business all over the world.
Our income and net income may be adversely affected by economic conditions, the political situation and the changing laws and regulations that we cannot control.
In addition, geopolitical conditions such as resistance and sanctions, acts of war, terrorist activities or other similar events may undermine our actions.
These events may make it difficult or impossible for us to manufacture or deliver products to our customers, receive production materials from our suppliers, or perform critical functions, this may adversely affect our operations globally or in some regions.
While we maintain similar manufacturing capabilities at different locations and coordinate multi-source supplier plans on many of our materials, this will enable us to better respond to these types of events, we cannot be sure that our plan will completely protect us from all this interference.
Similarly, due to the foreign nature of our business, such as flight and shipping delays or cancellations, the more general disruption of courses caused may also have a significant impact on business operations.
Our restructuring activities and cost savings programs may not be able to achieve the desired results.
We have and may continue to carry out restructuring activities and cost reduction initiatives to optimize our asset base, improve operational efficiency and save costs.
We are not sure whether we can complete these initiatives as planned or whether the estimated operational efficiency or cost savings for these activities will be fully realized or maintained over time.
In addition, we may not be able to successfully migrate production from one facility to another. Exchange rate-
We have the risk of foreign currency exchange and trading that may adversely affect our operating results.
In 2016, about 30% of our sales were generated by entities operating outside the United States.
Because of this, changes in exchange rates may have a considerable impact on the translation of the financial statements of our foreign entities.
Our main foreign exchange exposure is Brazilian real, but we also have foreign exchange exposure in 7 euros, Argentine pesos, Mexican pesos, sterling and other currencies.
A strong AmericaS.
The dollar has a diluted conversion effect on our financial statements relative to foreign currency.
On the contrary, the US economy is weakS.
The dollar has an additional translation effect.
In some cases, we sell the product in a currency that is different from the associated cost.
In short, fluctuations in the currency exchange rate may affect our operating results.
Implement our ERP system
We are at risk associated with the implementation of the global enterprise resource planning system.
We are currently working on more than one
The one-year process of integrating most of our business into a global ERP system.
The ERP system is designed to improve the efficiency of our supply chain and financial transaction processes, maintain our books and records accurately, and provide our management team with information that is critical to business operations.
The ERP system will continue to require significant investment in human and financial resources, so we may encounter significant delays, increased costs and other difficulties.
Any major disruption or defects in the design and implementation of the ERP system may adversely affect our ability to perform customer orders and issue invoices, apply for cash receipts, place orders with suppliers, pay in cash, and may have a negative impact on data processing and electronic communication between business locations, which may have a significant adverse impact on our business, consolidated financial position or operational results.
We also face the challenge of supporting our old systems and implementing the necessary upgrades to them when implementing new ERP systems.
While we have invested a lot of resources in planning and project management, there may be significant implementation issues.
Acquisition and divestiture
We may not be able to successfully integrate the business we acquired or limit the ongoing costs associated with the business we divested.
In the past, we have made a large number of acquisitions and regularly considered new ones, which we believe will provide meaningful opportunities for our future business growth and performance improvement.
The acquired business may not be able to meet the level of revenue, profit, productivity or other performance we expect.
The acquisition involves special risks, including but not limited to potential assumptions of unexpected liabilities and unexpected expenses, as well as difficulties in integrating the acquisition business.
While we believe our acquisition will improve our competitive power and financial performance in the future, we cannot guarantee the success of the acquisition.
We also carry out strategic divestiture from time to time, and we may agree to compensate the acquirer for certain liability arising from our previous business, which may have a negative impact on future results. Interest rate-
Raising interest rates may reduce the operating results we report.
As of December 31, 2016, our variable interest rate borrowing was about $828. 1 million (
This includes $0. 4 billion in fixed-rate notes that have been effectively converted into variable-rate debt by using fixed-rate and variable-rate swaps).
Fluctuations in interest rates increase borrowing costs and adversely affect operating results.
Therefore, increase in the short term
The regular rate will directly affect the interest we pay.
For every 1% increase in variable interest rates, our annual interest expenditure will increase by about $8.
3 million of $828.
1 million of outstanding variable interest rate debt as at December 31, 2016.
The failure of our information technology system may have a negative impact on our business.
We rely on information technology to record and process customers\' orders, manufacture and ship products in a timely manner and to maintain the financial accuracy of our business records.
Global Information Technology (“IT”)
Security threats and more complex networks
Crime poses a potential risk to the security and availability of our IT systems, networks and services, including systems, networks and services managed, hosted, provided or used by third parties, and the secrecy, availability and integrity of our data.
Other malicious activities, such as unauthorized access attempts, phishing, attempts to steal money through our IT systems, computer viruses, or other vicious codes, can also pose a threat to our operations.
If the IT system, network or service provider we rely on fails to function properly, or we suffer from loss or disclosure of business or other sensitive information for various reasons, from catastrophic events to power outages to security breaches, our business continuity plans do not address these failures effectively and in a timely manner, we may be disturbed in our ability to manage operations and reputation, competition or business damage, which may adversely affect our business operations or financial position. Litigation —
Litigation or regulatory developments may adversely affect our business operations and financial performance.
We will now and in the future participate in litigation, regulatory investigations, and government and other legal proceedings arising from the normal process of our business.
As our global business expands, we face more uncertainty about the regulatory environment.
The timing of the final resolution of litigation, regulatory investigations and eight government and other legal proceedings is often uncertain.
In addition, the possible outcome or resolution of these proceedings may include adverse judgments or settlements, any of which may require substantial payments.
See \"legal procedures\" in item 3 of this year\'s report on Form 10 \"-K.
Environmental, Health and safety regulations
Changing government regulations on environmental, health and safety matters may adversely affect our company.
In response to concerns about greenhouse gas emissions and climate change, many legislative and regulatory initiatives have been adopted and anticipated.
We are a manufacturing entity that uses petrochemicals.
Produce basic raw materials for many of our products.
An increase in environmental legislation or regulations may lead us to pay higher costs in the form of higher raw materials and energy and freight charges.
Certain materials may no longer be allowed to be used in our process.
We may also incur additional compliance costs in monitoring and reporting emissions and maintaining licenses.
In addition, most of our business comes from healthcare packaging and food packaging, which are tightly regulated in both markets.
If we do not comply with these regulatory requirements, the results of our operations may be adversely affected.
Changes in market demand and competition
Changes in consumer demand for our goods or buying habits, an increase in alternatives, or major innovations from competitors, can adversely affect our business.
Our success depends on our ability to respond in a timely manner to changes in customer product requirements and market acceptance of our products.
We must produce products that meet customer quality, performance and price expectations.
In addition, since many of our products are used to package consumer goods, our sales and profitability may be negatively affected by changes in consumer preferences for these basic products.
We are also doing business in a highly competitive industry.
Our response to market competition may lead to a lower net price than expected for our products.
Patent and proprietary technology
Our success depends on our ability to develop and successfully introduce new products and develop, acquire and retain intellectual property rights.
Our success depends to a large extent on our proprietary technology.
We rely on intellectual property rights including patents, trademarks and trade secrets, as well as confidential terms and licensing arrangements to establish our proprietary rights.
If we cannot enforce our intellectual property rights, our competitive position may be affected.
Our pending patent applications and pending trademark registration applications may not be allowed, or competitors may question the validity or scope of our patents or trademarks.
In addition, our patents, trademarks and other intellectual property rights may not provide us with a significant competitive advantage.
We may need to spend a lot of resources to monitor our intellectual property rights.
If we cannot detect infringement quickly or fundamentally and enforce our intellectual property rights, our competitive position may be compromised.
Competitors may design or develop non-
Competitive Technology violation
In some countries, intellectual property rights and our ability to enforce them may not be available or limited, which may make it easier for competitors to gain market share and may result in loss of income.
Attracting and retaining key personnel
If we do not attract and retain key people, we may be adversely affected.
Our continued success depends largely on our ability to identify, attract, motivate, train and retain qualified personnel in key functions and geographical areas.
Losing service to key employees in any of our operations can make it difficult for us to achieve our goals.
In order to effectively manage our global business, we need to continue to recruit, train, absorb, motivate and retain employees who actively promote and meet high performance cultural standards.
Goodwill and other intangible assets
An important article.
The reduction in goodwill and/or other intangible assets will have a significant adverse effect on the operating results and net worth reported by us.
We review our impairment goodwill balance at least once a year using the business valuation method permitted under current accounting standards.
These methods include the use of weighting-
Calculate the average capital cost of the present value of the expected future cash flow of our reporting unit.
Future changes in capital costs, expected cash flow, or other factors may result in damage to our goodwill and/or other intangible assets, resulting in non-
Cash is charged based on the results of the operation to note these assets in an impairment amount.
In addition, if there is a change in our business strategy, or if external conditions adversely affect our business operations, we may need to record impairment costs for goodwill or intangible assets, this will lead to a decrease in assets and a decrease in net operating results.
If a significant write-down is required, the cost will have a significant adverse effect on the operating results and net worth reported by us.
We have identified the valuation of intangible assets as a key accounting estimate.
See \"Management\'s Discussion and Analysis of the financial position and results of operations --
Key accounting estimates and judgments
Report this year item 7 on \"intangible assets and goodwill\" in form 10\"K.
Import and Export-
We are subject to the import and export controls of the government, which may hold us accountable or impair our competitive capacity in the international market.
Certain of our products are subject to export control and can only be exported with the exception of the required export license or export license.
If we do not comply with export licenses, customs regulations, economic sanctions and other laws, we may be subject to substantial civil and criminal penalties, including fines for the company and imprisonment for the responsible employees and managers, as well as possible loss of import and export privileges.
In addition, if our distributor fails to obtain an appropriate import, export or re-export
Export licenses or licenses, we may also be adversely affected by reputational damage and penalties.
The necessary export license to obtain a specific sale may be time-
Consumption, may lead to delay or loss of sales opportunities.
In addition, export control laws and economic sanctions prohibit the shipment of certain products to countries, governments and individuals where the embargo or sanctions are imposed.
When we train employees to comply with these regulations, we cannot guarantee that there will be no violations, whether intentional or unintentional.
Any such goods may have negative consequences, including government investigations, penalties, fines, civil and criminal sanctions, and damage to reputation.
Import and export regulations, economic sanctions or any changes in the relevant legislation, changes in the implementation or scope of existing regulations, or changes in the state, government, individual or technology to which these regulations are directed, this may lead to a decline in our ability to export or sell products to existing or potential international customers.
Any restrictions on our ability to export or sell products can adversely affect our business, financial position and operational results.
Funding status of pension plans
The recognition of pension liabilities may lead to a significant reduction in shareholders\' equity.
In December of 2013 we the American of new amendmentS.
Paid and non-paid pension plans
Union timekeeping employees were implemented.
These amendments freeze all further benefits accrued items for all persons entitled to benefits under the scheme.
While the amendment reduces some of the risks associated with future service costs, the risks associated with continued debt restructuring remain
Measurement and planning of asset valuations.
Current accounting standards issued by the Financial Accounting Standards Committee (\"FASB\")
Ask the balance sheet to confirm the funding status of our fixed benefits Pension and post-retirement benefits program.
If the fair value of our pension plan assets is reduced on future reporting days, or if the discount rate used to calculate the expected benefit obligation is reduced (\"PBO\")
As of that date, we will be required to record incremental changes in PBO that exceed the fair value of the asset as a reduction in shareholder equity.
Taxes and fees will represent future expenses and will be recorded directly as a cumulative decrease in other consolidated income components of the exercise rights.
While we are not yet sure to estimate the future funding status of our pension liabilities, we believe that if the market value of the assets or the discount rate used to calculate the pension liabilities falls sharply, this adjustment may significantly reduce the rights and interests of our shareholders.
A significant reduction in shareholder equity may affect our compliance with the debt contract or may result in a decline in our credit rating, this may also adversely affect the results of our financial operations and liquidity for our future borrowing costs and speeds.
We have identified pension assumptions as key accounting estimates.
See \"Management\'s Discussion and Analysis of the financial position and results of operations --
Key accounting estimates and judgments
\"Pension costs\" and \"-
Table 10-sensitivity analysis of pension assumptions included in Item 7 of this year\'s reportK. Credit rating —
The downgrade of our credit rating may increase our borrowing costs and have a negative impact on our financial position and operational results.
In addition to using cash provided by operations, we also issue commercial Notes on a regular basis to meet our shortfall
Demand for liquidity.
Our credit rating is important to our ability to issue commercial notes at a preferential rate.
The downgrade of our credit rating may increase borrowing costs, increase the difference between the current market interest rate we pay for commercial Notes or the fees associated with bank credit financing. ITEM 1B —
Unresolved employee reviews. 10ITEM 2 —
AtDecember31, United States, 2016 of the property used is as follows: United StatesS.
The packaging division this division has 27 manufacturing plants in 13 states, 26 of which are directly owned by us or our subsidiaries, and one is leased from the outside.
The global packaging division has 32 manufacturing plants in two states in the United States. S.
The Commonwealth of Puerto Rico and 11 other countries, 27 of which are directly owned by us or our subsidiaries, and 5 are leased from outside.
The initial building lease terms typically set a minimum period of five to twenty years and have one or more renewal options.
We believe that our factories and other physical properties are appropriate, adequate, and have sufficient production capacity to meet the requirements of our business.
Depending on the type of operation and market conditions, the operating level of the manufacturing plant is different.
Our rental executive office is located in Neenah, Wisconsin. ITEM 3 —
We are involved in some litigation related to our business, including environmental litigation.
Related litigation and daily litigation arising from the daily business process.
While it is difficult to predict the final outcome of these cases, we believe that, in addition to the circumstances discussed below, any final liability will not have a significant adverse effect on the Company\'s consolidated financial position or operational results.
We are a potential responsible party (\"PRP\")
Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (
Commonly known as \"Super Fund \")
Similar state and foreign laws are related to 17 websites across the United States and one in Brazil.
These proceedings were filed by the US Environmental Protection Agency and certain state and foreign environmental agencies at different times starting in 1983.
Superfunds and similar state and foreign laws provide for investigation and remedial liability for the release of hazardous substances in the environment.
Under these regulations, no matter what fault, joint and several liability can be assumed for the waste generator, site owner and operator, and others.
Although these regulations may require us to eliminate or mitigate the environmental impact of different locations, to carry out remedial work at these locations, or to pay damages for loss of use and non-use losses
Using value, we expect our liability in these proceedings to be limited to money losses.
We expect that our future responsibility in relation to these sites will be insignificant both personally and in general.
We took part in other environmental activities.
Related Litigation arising in the normal business process.
When these costs may arise and can be reasonably estimated, we increase environmental costs.
As at December 31, 2016 and 2015, our reserve for environmental liabilities was $3.
$5 million and $5.
6 million respectively.
Tax dispute in Brazil
Amortization of goodwill for the period from October 2013, Ltda Dixie Toga (\"Dixie Toga\")
Received an income tax assessment for Brazil\'s tax year from 2009 to 2011, involving amortization of certain goodwill arising from the acquisition of Dixie Toga.
The income tax for these years is about $11.
7 million, translated into the United StatesS.
The exchange rate of the dollar is 2016.
We expect that the tax inspection in the years after 2011 will include a similar assessment as we continue to advocate tax incentives related to amortization of goodwill.
A final adverse resolution to these assessments, including interest and fines, may be critical to our consolidated operating results and/or cash flow.
Our legal and tax advisors have told us that our position on deductions is permissible under the Brazilian tax law.
We question the non-subsidy and believe that tax incentives are likely to continue in full, so there is no record of liabilities.
If the matter is not resolved at the administrative appeal level, we intend to bring a lawsuit.
The final result will not be determined until the Brazilian tax appeal process is completed, which may take several years.
At the moment, we believe that the final solution of the assessment will not have a significant impact on our consolidated financial statements.
11 Brazilian investigation in September 18, 2007, the economic law Secretariat, a government agency in Brazil, has now been replaced by the General Inspectorate of the Administrative Committee on Economic Defense (“CADE”)
, Against the possible
The Brazilian flexible packaging industry competes with a number of Brazilian companies, including Dixie Toga subsidiaries.
The investigation involved the period before we acquired control of Dixie Toga and its subsidiaries.
On November 2016, CADE\'s Investigation Department issued an advisory opinion recommending, among other actions, a fine for Itap Bemis, a Dixie Toga subsidiary.
The case will now be sent to the CADE tribunal, which will decide to accept or reject the proposal.
We expect the tribunal to rule in 2017.
It is difficult to predict possible fines if adverse decisions are made, but under CADE\'s current fine practice, the assessed fine may be as high as $60 million, depending on the applicable revenue base determined by the CADE to calculate the penalty.
We intend to vigorously defend our position and plan to appeal against any adverse decision of the tribunal.
Once an appeal is made, we may be asked to post the bonds, deposit funds equivalent to the assessment penalty, or provide other collateral.
We cannot predict the outcome of this matter at this time, however, it is considered that after exhausting all appeals that may take several years, the adverse judgment cannot be established and therefore is not specified in the consolidated financial statements. ITEM 4 —
Mine safety disclosure is not applicable. Part 12-
Registrant\'s common stock, related shareholder matters and issuer\'s purchase of equity securities market (a)(b)(c)(d)
Total number of shares purchased by perperiod the average price paid per share as part of a publicly announced plan or plan the total number of shares purchased according to the plan or plan the maximum number of shares not yet purchased
31, 206787, $231 43.
February 1 570,660-
88212,76922, 357,891 August 1-
31. 2016889,700 50.
September 1, 468,191-
34110,30021, 357,891 November 1-
501,000,000 $47 20, 357,891.
963,000,000 20,357,891 our common stock is traded on the New York Stock Exchange with the trading symbol BMS.
On the 31st of 2016, we have 130 registered holders of our common stock.
On February 4, 2016, the board of directors of our company authorized the repurchase of another 20 million shares.
As of 2016, under the authority of the board, we are still entitled to repurchase 357,891 additional shares of our common stock.
The dividends paid and the price of common shares per share are as follows: calculated quarterly: the dividends paid per share are $0. 29$0. 29$0. 29$0.
Common stock price per share. 1953. 8853. 3251. 44Low42. 4547. 2849. 8547.
222015 dividend per common stock. 280. 280. 280.
28 ordinary shares per share4447. 6547. 5147. 59Low43. 7443. 5038. 9139.
482014 dividend per common stock. 270. 270. 270.
Common stock price per share. 9941. 5841. 0247. 20Low37. 0139. 1337. 7234.
3413 cumulative matching of the following Figure 5-
Total annual return of Bemis Company holders
Common stock of cumulative total returns of the S & P Midcap 400 index and a custom peer group of 21 companies, consistent with the company\'s incentive compensation plan, including: Albemarle, AptarGroup
Ashland Global Holdings Limited
Berry Denison Corporation, Ball Corporation, Berry Plastics Group Inc.
Crown Holdings Limited
Graphic Packaging Holding Company Graver
Mineral Technology Company
Owens Newmark Inc. Illinois Inc.
United States, Bolong, RPM International
Seal air company, sensitive technology company, siergen holding company
, Sonoco Products, Valspar and Westrock.
The graph assumes the value of our common stock, each index, and the investment in the peer group (
Including Dividend Reinvestment)
The price in 12/31/2015 is $100 and is tracked to 12/31/2016.
Company Bemis, Inc. 12/31/1112/31/1212/31/1312/31/1412/31/1512/31/100. 00114. 83144. 32163. 68165. 77181.
62 Standard & Poor\'s Midcap 400100. 00117. 88157. 37172. 74168. 98204. 03 peer group 100. 00123. 97169. 27196. 92189. 73225.
The stock price performance included in this chart does not necessarily indicate future stock price performance. 14ITEM 6 —
Selected Financial Data five-
Annual Consolidated Review (
Million dollars, except per share)
Annual sales were $20162015201420132012 and operating data were $4,004. 4$4,071. 4$4,343. 5$4,476. 6$4,583.
Income from continuing operations. 2241. 9239. 1192. 5148.
9 continuous operation of common stock database earnings per share 2. 512. 502. 391. 861.
Operating diluted earnings per share 43. 482. 472. 361. 851.
42 Dividends per share. 161. 121. 081. 041.
Book value 13 per share. 5912. 7014. 5916. 5315. 88Weighted-
Calculate the Outstanding Average shares of 95 Diluted earnings per share. 197. 9101. 2104. 0105.
0 shares of common stock issued on December31 and 92. 795. 198. 2101. 9103.
3 ratio of capital structure and other data flows. 0x1. 9x2. 7x2. 5x2.
Operating capital is $589. 4$529. 9$806. 4$902. 6$882.
Total assets 0,715. 73,489. 83,610. 84,105. 64,179. 8Short-term debt17. 335. 431. 314. 98. 9Long-term debt1,527. 81,353. 91,311. 61,416. 81,411.
7 Total equation 1, 259. 71,207. 41,433. 01,684. 81,640.
9 Depreciation and amortization 16. 1158. 1180. 6190. 3204.
3 Capital expenditure 20. 3219. 4185. 2139. 8136.
4 ordinary shareholders s3, 133,1543, 2843,46 3,481 employees 17,67817, 69616,94419, 201719,56415 Project 7
Management\'s Discussion and Analysis of Financial Position and three-year discussion and analysis of operational management results 2016 Management\'s Discussion and Analysis shall be in conjunction with consolidated finance contained in Item 8 of this Annual Report on form 10 read the report together with the relevant notesK. Three-
Annual Review of results (
Net sales $4,004. 4100. 0%$4,071. 4100. 0%$4,343. 5100.
The cost of Sold3 products is 0%, 138. 278. 43,198. 078. 53,484. 480.
Gross profit of 866. 221. 6873. 421. 5859. 119.
Operating expenses: Sales expenses, general expenses and administrative expenses. 29. 8420. 010. 3416. 69.
6 Research and Development 46. 51. 244. 11. 144. 11.
0 Restructuring Acquisition-Related expenses 28. 60. 712. 10. 3——
Other operating income (10. 4)(0. 3)(12. 4)(0. 3)(9. 3)(0. 2)
Operating income 409310. 2409. 610. 1407. 79.
Interest expense of £ 60. 21. 551. 71. 360. 81. 4Other non-
Operating income (1. 8)—(6. 0)(0. 1)(16. 8)(0. 4)
Income before tax continued to operate. 98. 8363. 98. 9363. 78.
Provisions on income tax. 72. 9122. 03. 0124. 62.
Income from continuing operations. 25. 9241. 95. 9239. 15.
5 losses caused by discontinued operations-—(2. 6)(0. 1)(48. 0)(1. 1)Net income$236. 25. 9%$239. 35. 9%$191. 14.
4% effective income tax rate 32. 7%33. 5%34.
3% continuous operating diluted earnings per share of $2. 48$2. 47$2.
36 OverviewBemis Company, Inc.
Is the leading global supplier of flexible and rigid plastic packaging used by food, consumer goods, healthcare and other companies.
Historically, 80% of our total net sales are for customers in the food industry.
The sales of our packaged products are widely diversified in the food category and can be found in almost every aisle of the grocery store.
Our emphasis on supplying packaging to the food industry usually provides a more stable market environment for our US. S.
Packaging and global packaging business.
16. The market conditions of our products are very competitive.
Our leading market position in packaging of perishable food and medical device products in many regions reflects our focus on value --
In addition, proprietary products that provide food safety and aseptic benefits.
We also produce products of our technical knowledge.
How economies of scale provide us with competitive advantage.
The main raw materials in our business area are polymer resin and film, paper, ink, adhesives, aluminum and chemicals.
Sales by geographical region and sales by geographical region (in millions)
$201620152014, $2,820. 3$2,937. 8$3,040. 8Brazil483. 5442. 5581.
Other americas244months. 6273. 5273. 2Europe263. 5233. 9258. 8Asia-Pacific192. 5183. 7189. 2Total$4,004. 4$4,071. 4$4,343.
5 the following categories of specific disclosures include those that benefit our profits the most due to their value
New features and features.
In recent years, the launch and success of our asset restructuring program has minimized the usefulness of analyzing our business by these categories, as our asset restructuring program allows us to expand our profits across all areas of our business when installing new efficient conversion equipment.
Line Items marked \"other\" below include a variety of packaging solutions for applications such as bakeries, beverages, sweets and snacks, dry food, frozen food, lawn and garden products, and others
None of these categories in the \"others\" exceed 10% of the total sales in the reportable segment.
Sales by Category (
Proportion of sales)201620152014U. S.
Packagingmeat & Cheese35 % 34% 33% dairy products and Liquid13 % 13% 12% Other52 % 53% 55% Total100 % 100% 100% global packagingmeat & Cheese18 % 19% 18% dairy products and Liquid12 % 14% 14% Medical Health Care (
Medical devices and Pharma)
There was no significant change in the 26% cm 24% cm Other44 % 41% 44% Total100 % 100% 100% Sales column category.
During the 2015 and 2016 period, the success of our asset restructuring program has enabled us to conduct business across the breadth of our portfolio based on our strategy.
In order to improve efficiency and reduce fixed costs, we launched the restructuring plan in 2016.
As part of the plan, four Latin American facilities in the global packaging sector will be closed.
Most of the production of these facilities will be transferred to other facilities.
As of December 31, 2016, two of these four manufacturing facilities had stopped production and the remaining closure is expected to be completed by 2017.
We expect the total cost of the project to be approximately $28 to $30 million. Employee termination costs represent $15 to $16 million of the total, and the balance of other restructuring costs includes accelerated depreciation of fixed assets of approximately $3 million.
The planned cost reduction is expected to reach a full operating speed of about $16 million per year in 2018.
As the economic environment in Latin America continues to challenge consumers and our customers in the region, this integration program helps us to offset these adverse factors to a certain extent, and keep us on track to achieve our long-term goals.
Long-term profit targets in global packaging. We recorded $21.
6 million of expenses related to the restructuring plan for the year ended December 31, 2016.
These costs are recorded in the consolidated income statement as restructuring and acquisitions --related costs.
Total cash payments for 2016 amounted to $8. 3 million.
Cash payments for 2017 are expected to be approximately $15 million.
In November 7, 2014, we completed the sales of the global pressure sensitive materials business.
The proceeds from the deal totaled $150. 5 million.
Of the total revenue, $136.
Nine copies were received in fiscal 2014, $13.
6 million were received in April 2015 in relation to the resolution of customary post-employment issues
The pressure sensitive material business meets the criteria classified as discontinued business, which requires a retrospective application of certain financial information for all periods presented.
The amount contained in the consolidated income statement has been recalculated to exclude the amount of pressure sensitive material.
The consolidated cash flow statement for all periods includes continuous operation and cessation of operation.
The loss caused by the suspension of operations on 2015 was due to additional impairment costs for tax deduction, reflecting the late finalisation
Losses that ceased operation in 2014 included the operating results of the sensitive material business, impairment of goodwill costs, direct transaction costs associated with divestiture, $25.
0 million of factory shutdown costs related to our STO factory in Ohio ($0.
16 per share after tax)
, And the related income tax impact of these items. The pre-tax $44. 7 million ($0.
50 per share after tax)non-
The cash goodwill impairment charge is to reduce the net assets sold to an estimated fair value, less the cost of the sale.
In April 29, 2016, we acquired the medical device packaging business and related value --
SteriPack Group is a global manufacturer of sterile packaging solutions for medical devices and pharmaceutical applications.
The acquisition includes a factory in Ireland and packaging production assets in Malaysia and the United States. S.
These businesses recorded annual net sales of approximately $65 million in the 2015 fiscal year.
The purchase price of cash is $115. 5 million.
Acquisition of Emplal participantsA.
In December 1, 2015, we obtained the hard plastic packaging operation of Emplal participants. A. (\"Emplal\"), a privately-
It has Brazilian plastic packaging manufacturers for food and consumption.
This acquisition supports our growth strategy of expanding in markets that match our strengths and capabilities.
The purchase price of cash is $66. 0 million.
In March 31, 2014, we completed the sales of the paper packaging department.
Annual net sales in the sector were approximately $0. 16 billion.
Net income from transactions totaled $78. 7 million. A $9. 3 million pre-
Tax revenue from sales is recorded as other non-
Operating income in 2014.
18 comprehensive overview of operational results-