SONOCO PRODUCTS CO 10-K

Item 8. Financial Statements and Supplementary Data The Consolidated Financial Statements and Notes to the Consolidated Financial Statements are provided on pages F-1 through F-41 of this report. 35 FORM 10-K SONOCO 2021 ANNUAL REPORT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Sonoco Products Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Sonoco Products Company and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in total equity and cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 FORM 10-K SONOCO 2021 ANNUAL REPORT Goodwill Impairment Assessment - Plastics - Healthcare Reporting Unit As described in Notes 1 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1.32 billion as of December 31, 2021, and the goodwill associated with the Plastics - Healthcare reporting unit was $64.3 million. Management assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. If the fair value of a reporting unit exceeds the carrying value of the reporting unit’s assets, including goodwill, there is no impairment. If the carrying value of a reporting unit exceeds the fair value of that reporting unit, an impairment charge is recognized for the excess. Fair value is estimated using a discounted cash flow model based on projections of future years’ operating results and associated cash flows combined with comparable trading and transaction multiples based on guideline public companies. The calculated estimated fair value of the reporting unit reflects a number of significant management assumptions and estimates including the forecast of sales growth, gross profit margins, and discount rates. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Plastics - Healthcare reporting unit is a critical audit matter are (i) the significant judgment by management when determining the fair value measurement of the reporting unit; (ii) the significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the forecast of sales growth, gross profit margins, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Plastics - Healthcare reporting unit. These procedures also included, among others (i) testing management’s process for determining the fair value of the Plastics - Healthcare reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecast of sales growth, gross profit margins, and the discount rate. Evaluating management’s assumptions related to the forecast of sales growth and gross profit margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Plastics - Healthcare reporting unit; (ii) the consistency with external market data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and in the evaluation of the reasonableness of the discount rate significant assumption. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina February 28, 2022 We have served as the Company’s auditor since 1967. F-2 FORM 10-K SONOCO 2021 ANNUAL REPORT CONSOLIDATED BALANCE SHEETS Sonoco Products Company (Dollars and shares in thousands) At December 31 2021 2020 Assets Current Assets Cash and cash equivalents $ 170,978 $ 564,848 Trade accounts receivable, net of allowances of $ 19,651 in 2021 and $ 20,920 in 2020 755,609 658,808 Other receivables 95,943 103,636 Inventories Finished and in process 199,823 167,018 Materials and supplies 362,290 283,673 Prepaid expenses 74,034 52,564 1,658,677 1,830,547 Property, Plant and Equipment, Net 1,297,500 1,244,110 Goodwill 1,324,501 1,389,255 Other Intangible Assets, Net 278,143 321,934 Long-term Deferred Income Taxes 25,818 42,479 Right of Use Asset-Operating Leases 268,390 296,020 Other Assets 220,206 152,914 Total Assets $ 5,073,235 $ 5,277,259 Liabilities and Equity Current Liabilities Payable to suppliers $ 721,312 $ 536,939 Accrued expenses and other 290,874 430,241 Accrued wages and other compensation 90,476 81,248 Notes payable and current portion of long-term debt 411,557 455,784 Accrued taxes 11,544 7,415 1,525,763 1,511,627 Long-term Debt 1,199,106 1,244,440 Noncurrent Operating Lease Liabilities 234,167 262,048 Pension and Other Postretirement Benefits 158,265 171,518 Deferred Income Taxes 70,482 86,018 Other Liabilities 35,911 91,080 Commitments and Contingencies Sonoco Shareholders’ Equity Serial preferred stock, no par value Authorized 30,000 shares 0 shares issued and outstanding as of December 31, 2021 and 2020 Common shares, no par value Authorized 300,000 shares 97,370 and 100,447 shares issued and outstanding as of December 31, 2021 and 2020, respectively 7,175 7,175 Capital in excess of stated value 119,690 314,056 Accumulated other comprehensive loss ( 359,425 ) ( 756,842 ) Retained earnings 2,070,005 2,335,216 Total Sonoco Shareholders’ Equity 1,837,445 1,899,605 Noncontrolling Interests 12,096 10,923 Total Equity 1,849,541 1,910,528 Total Liabilities and Equity $ 5,073,235 $ 5,277,259 The Notes beginning on page F-7 are an integral part of these consolidated financial statements. F-3 FORM 10-K SONOCO 2021 ANNUAL REPORT CONSOLIDATED STATEMENTS OF INCOME Sonoco Products Company (Dollars and shares in thousands except per share data) Years ended December 31 2021 2020 2019 Net sales $ 5,590,438 $ 5,237,443 $ 5,374,207 Cost of sales 4,528,528 4,191,104 4,316,378 Gross profit 1,061,910 1,046,339 1,057,829 Selling, general and administrative expenses 558,180 528,439 530,867 Restructuring/Asset impairment charges 14,210 145,580 59,880 Loss on divestiture of business, net 2,667 14,516 — Operating profit 486,853 357,804 467,082 Non-operating pension costs 568,416 30,142 24,713 Interest expense 63,991 75,046 66,845 Interest income 4,756 2,976 5,242 Loss from the early extinguishment of debt 20,184 — — (Loss)/Income before income taxes ( 160,982 ) 255,592 380,766 (Benefit from)/Provision for income taxes ( 67,430 ) 53,030 93,269 (Loss)/Income before equity in earnings of affiliates ( 93,552 ) 202,562 287,497 Equity in earnings of affiliates, net of tax 10,841 4,679 5,171 Net (loss)/income ( 82,711 ) 207,241 292,668 Net (income)/loss attributable to noncontrolling interests ( 2,766 ) 222 ( 883 ) Net (loss)/income attributable to Sonoco $ ( 85,477 ) $ 207,463 $ 291,785 Weighted average common shares outstanding: Basic 99,608 100,939 100,742 Assuming exercise of awards — 270 434 Diluted 99,608 101,209 101,176 Per common share Net (loss)/income attributable to Sonoco: Basic $ ( 0.86 ) $ 2.06 $ 2.90 Diluted $ ( 0.86 ) $ 2.05 $ 2.88 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Sonoco Products Company (Dollars in thousands) Years ended December 31 2021 2020 2019 Net (loss)/ income $ ( 82,711 ) $ 207,241 $ 292,668 Other comprehensive income/(loss): Foreign currency translation adjustments ( 75,636 ) 46,092 8,270 Changes in defined benefit plans, net of tax 471,350 11,666 ( 87,033 ) Change in derivative financial instruments, net of tax 1,119 325 2,035 Other comprehensive income/(loss) 396,833 58,083 ( 76,728 ) Comprehensive income 314,122 265,324 215,940 Net (income)/loss attributable to noncontrolling interests ( 2,766 ) 222 ( 883 ) Other comprehensive loss attributable to noncontrolling interests 584 1,878 838 Comprehensive income attributable to Sonoco $ 311,940 $ 267,424 $ 215,895 The Notes beginning on page F-7 are an integral part of these consolidated financial statements. F-4 FORM 10-K SONOCO 2021 ANNUAL REPORT 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, 2019 $ 1,772,278 99,829 $ 7,175 $ 304,709 $ ( 740,913 ) $ 2,188,115 $ 13,192 Net income 292,668 291,785 883 Other comprehensive loss: Translation gain/(loss) 8,270 9,108 ( 838 ) Defined benefit plan adjustment 1 ( 87,033 ) ( 87,033 ) Derivative financial instruments 1 2,035 2,035 Other comprehensive loss ( 76,728 ) ( 75,890 ) ( 838 ) Dividends paid to noncontrolling interests ( 214 ) ( 214 ) Dividends ( 171,597 ) ( 171,597 ) Issuance of stock awards 1,343 538 1,343 Shares repurchased ( 9,608 ) ( 169 ) ( 9,608 ) Stock-based compensation 14,334 14,334 Impact of new accounting pronouncements ( 6,771 ) — ( 6,771 ) December 31, 2019 $ 1,815,705 100,198 $ 7,175 $ 310,778 $ ( 816,803 ) $ 2,301,532 $ 13,023 Net income 207,241 207,463 ( 222 ) Other comprehensive income/(loss): Translation gain/(loss) 46,092 47,970 ( 1,878 ) Defined benefit plan adjustment 1 11,666 11,666 Derivative financial instruments 1 325 325 Other comprehensive loss 58,083 59,961 ( 1,878 ) Dividends ( 173,570 ) ( 173,570 ) Issuance of stock awards 1,154 398 1,154 Shares repurchased ( 8,483 ) ( 149 ) ( 8,483 ) Stock-based compensation 10,607 10,607 Impact of new accounting pronouncements ( 209 ) ( 209 ) December 31, 2020 $ 1,910,528 100,447 $ 7,175 $ 314,056 $ ( 756,842 ) $ 2,335,216 $ 10,923 Net loss ( 82,711 ) ( 85,477 ) 2,766 Other comprehensive income/(loss): Translation loss ( 75,636 ) ( 75,052 ) ( 584 ) Defined benefit plan adjustment 1 471,350 471,350 Derivative financial instruments 1 1,119 1,119 Other comprehensive income/(loss) 396,833 397,417 ( 584 ) Dividends paid to noncontrolling interests ( 1,009 ) ( 1,009 ) Dividends ( 179,734 ) ( 179,734 ) Issuance of stock awards 1,111 309 1,111 Shares repurchased ( 218,085 ) ( 3,386 ) ( 218,085 ) Stock-based compensation 22,608 22,608 December 31, 2021 $ 1,849,541 97,370 $ 7,175 $ 119,690 $ ( 359,425 ) $ 2,070,005 $ 12,096 1 net of tax The Notes beginning on page F-7 are an integral part of these consolidated financial statements. F-5 FORM 10-K SONOCO 2021 ANNUAL REPORT CONSOLIDATED STATEMENTS OF CASH FLOWS Sonoco Products Company (Dollars in thousands) Years ended December 31 2021 2020 2019 Cash Flows from Operating Activities Net (loss)/income $ ( 82,711 ) $ 207,241 $ 292,668 Adjustments to reconcile net income to net cash provided by operating activities: Asset (gain)/impairment ( 4,082 ) 100,242 25,026 Depreciation, depletion and amortization 239,086 255,359 239,140 Loss on early extinguishment of debt 20,184 — — Gain on adjustment of environmental reserves — — ( 10,675 ) Share-based compensation expense 22,608 10,607 14,334 Equity in earnings of affiliates, net of tax ( 10,841 ) ( 4,679 ) ( 5,171 ) Cash dividends from affiliated companies 8,660 6,777 6,620 Net loss/(gain) on disposition of assets 15 ( 2,752 ) 746 Net loss on divestiture of business 2,667 14,516 — Pension and postretirement plan expense 595,620 57,973 52,741 Pension and postretirement plan contributions ( 163,659 ) ( 40,411 ) ( 231,234 ) Net (decrease)/increase in deferred taxes ( 158,836 ) 573 16,958 Change in assets and liabilities, net of effects from acquisitions, divestitures and foreign currency adjustments Trade accounts receivable ( 149,755 ) 17,853 59,615 Inventories ( 130,119 ) 12,125 2,631 Payable to suppliers 172,430 21,487 ( 25,383 ) Prepaid expenses ( 13,077 ) 4,754 4,030 Income taxes payable and other income tax items ( 42,204 ) ( 12,545 ) ( 6,201 ) Accrued expenses and other assets and liabilities ( 7,314 ) 56,501 ( 9,995 ) Net cash provided by operating activities 298,672 705,621 425,850 Cash Flows from Investing Activities Purchase of property, plant and equipment ( 256,019 ) ( 194,127 ) ( 195,934 ) Cost of acquisitions, net of cash acquired ( 22,209 ) ( 49,261 ) ( 298,380 ) Proceeds from the sale of business, net 91,569 103,411 — Proceeds from the sale of assets 13,166 12,966 14,614 Other net investing activities 7,591 684 603 Net cash used by investing activities ( 165,902 ) ( 126,327 ) ( 479,097 ) Cash Flows from Financing Activities Proceeds from issuance of debt 172,042 1,121,860 276,843 Principal repayment of debt ( 628,119 ) ( 886,055 ) ( 139,582 ) Net increase/(decrease) in commercial paper borrowings 349,000 ( 250,000 ) 130,000 Net increase/(decrease) in outstanding checks 6,974 20,950 ( 4,486 ) Proceeds from interest rate swap 4,387 14,480 — Payment of contingent consideration — ( 3,000 ) ( 5,500 ) Cash dividends – common ( 178,622 ) ( 172,626 ) ( 170,253 ) Dividends paid to noncontrolling interests ( 1,009 ) — ( 214 ) Excess cash costs of early extinguishment of debt ( 20,111 ) — — Payments for share repurchases ( 218,085 ) ( 8,483 ) ( 9,608 ) Net cash (used)/provided by financing activities ( 513,543 ) ( 162,874 ) 77,200 Effects of Exchange Rate Changes on Cash ( 13,097 ) 3,145 941 (Decrease)/Increase in Cash and Cash Equivalents ( 393,870 ) 419,565 24,894 Cash and cash equivalents at beginning of year 564,848 145,283 120,389 Cash and cash equivalents at end of year $ 170,978 $ 564,848 $ 145,283 Supplemental Schedule of Non-Cash Investing Activities: Non-cash additions to property, plant and equipment $ 27,343 $ 3,139 $ 5,342 Supplemental Disclosures: Interest paid, net of amounts capitalized $ 68,189 $ 71,707 $ 66,768 Income taxes paid, net of refunds $ 133,610 $ 65,002 $ 82,512 The Notes beginning on page F-7 are an integral part of these consolidated financial statements. F-6 FORM 10-K SONOCO 2021 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (dollars in thousands except per share data) 1. Summary of significant accounting policies Basis of presentation The Consolidated Financial Statements include the accounts of Sonoco Products Company and its majority-owned subsidiaries (the “Company” or “Sonoco”) after elimination of intercompany accounts and transactions. Investments in affiliated companies in which the Company shares control over the financial and operating decisions, but in which the Company is not the primary beneficiary, are accounted for by the equity method of accounting. Income applicable to these equity investments is reflected in “Equity in earnings of affiliates, net of tax” in the Consolidated Statements of Income. The aggregate carrying value of equity investments is reported in “Other Assets” in the Company’s Consolidated Balance She ets and totale d $ 54,356 and $ 51,938 at December 31, 2021 and 2020, respectively. Affiliated companies over which the Company exercised a significant influence at December 31, 2021, included: Entity Ownership Interest Percentage at December 31, 2021 RTS Packaging JVCO 35.0 % Cascades Conversion, Inc. 50.0 % Cascades Sonoco, Inc. 50.0 % Showa Products Company Ltd. 22.2 % Papertech Energía, S.L. 25.0 % Weidenhammer New Packaging, LLC 40.0 % Also incl uded in the investment totals above is the Compan y’s 19.5 % ownership in a small tubes and cores business in Chile and its 12.2 % ownership in a small paper recycling business in Finland. As the Company is not able to exercise significant influence over these investees, the equity investments are accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). These investments are not material either individually or in the aggregate. Estimates and assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition The Company records revenue generally at a point in time when control transfers to the customer either upon shipment or delivery, depending on the terms of sale. Additionally, in certain cases, control transfers over time in conjunction with production where the Company is entitled to payment with margin for products produced that are customer specific and without alternative use. For products that meet these two criteria, the Company recognizes over time revenue under the input method as goods are produced. The Company commonly enters into Master Supply Arrangements with customers to provide goods and/or services over specific time periods. Customers submit purchase orders with quantities and prices to create a contract for accounting purposes. Shipping and handling expenses are considered a fulfillment cost, and included in "Cost of Sales," and freight charged to customers is included in "Net Sales" in the Company's Consolidated Statements of Income. The Company has rebate agreements with certain customers. These rebates are recorded as reductions of sales and are accrued using sales data and rebate percentages specific to each customer agreement. Accrued customer rebates are included in "Accrued expenses and other" in the Company's Consolidated Balance Sheets. Payment terms under the Company's arrangements are typically short term in nature. The Company provides prompt payment discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are determinable within a short period after the originating sale and like sales returns, are treated as a reduction of revenue. Accounts receivable and allowance for doubtful accounts The Company’s trade accounts receivable are non-interest bearing and are recorded at the invoiced amounts. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company performs an evaluation of lifetime expected credit losses inherent in its accounts receivable at each balance sheet date. Such an evaluation includes consideration of historical loss experience, trends in customer payment frequency, present economic conditions, and judgment about the future financial health of its customers and industry sector. The allowance for doubtful accounts is monitored on a regular basis and adjustments are made as needed to ensure that the account properly reflects the Company’s best estimate of uncollectible trade accounts receivable. Account balances are charged off against the allowance for doubtful accounts when the Company determines that the receivable will not be recovered. Sales to the Company’s largest custo mer accounted for approximately 4 % of the Company’s net sales in 2021, 4 % in 2020 and 5 % in 2019, primarily in the Consumer Packaging segment. Receivables from the largest customer accounted for approximately 3 % of the Company’s total trade accounts receivable at December 31, 2021 and 3 % at December 31, 2020. The Company’s next largest customer comprised approximately 3 % of the Co mpany’s net sales in 2021, 4 % in 2020 and 4 % in 2019. Certain of the Company’s customers sponsor and actively promote multi-vendor supply chain finance arrangements and, in a limited number of cases, the Company has agreed to participate. Accordingly, approximately 10 % a nd 11 % of consolidated annual sales were settled under these arrangements in 2021 and 2020, respectively. F-7 FORM 10-K SONOCO 2021 ANNUAL REPORT Accounts payable and supply chain financing The Company facilitates a voluntary supply chain financing program (the "program") to provide certain of its suppliers with the opportunity to sell receivables due from the Company to the participating financial institution in the program. Such sales are conducted at the sole discretion of both the suppliers and the financial institution on a non-recourse basis at a rate that leverages the Company's credit rating and thus might be more beneficial to the supplier. No guarantees are provided by the Company or any of our subsidiaries under the program. The Company's responsibility is limited to making payment on the terms originally negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution. The Company does not enter into any agreements with suppliers regarding their participation in the program. The amount owed to the participating financial institution under the program and included in accounts payable was $ 46,832 at December 31, 2021 and $ 38,900 at December 31, 2020. Research and development Research and development costs are charged to expense as incurred and include salaries and other directly related expenses. Research and development costs totaling approximately $ 24,100 in 2021, $ 22,000 in 2020 and $ 23,300 in 2019 are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. Restructuring and asset impairment Costs associated with exit or disposal activities are recognized when the liability is incurred. If assets become impaired as a result of a restructuring action, the assets are written down to fair value, less estimated costs to sell, if applicable. A number of significant estimates and assumptions are involved in the determination of fair value. The Company considers historical experience and all available information at the time the estimates are made; however, the amounts that are ultimately realized upon the sale of divested assets may differ from the estimated fair values reflected in the Company’s Consolidated Financial Statements. Cash and cash equivalents Cash equivalents are composed of highly liquid investments with an original maturity to the Company of three months or less when purchased. Cash equivalents are recorded at cost, which approximates fair market value. As part of its cash management system, the Company uses “zero balance” accounts to fund disbursements. Under this system, the bank balance is zero at the end of each day, while the book balance is usually a negative amount due to reconciling items such as outstanding checks. Changes in these book cash overdrafts are reported as cash flows from financing activities. The Company’s cash and cash equivalents are primarily placed with large sophisticated credit-worthy financial institutions thereby limiting the Company’s credit exposure. Inventories The majority of the Company's inventories are accounted for using the first-in, first-out (FIFO) method and are stated at the lower of cost or net realizable value. The last-in, first-out (LIFO) method is used for the valuation of certain of the Company’s domestic inventories, primarily metal, internally manufactured paper and paper purchased from third parties, and a pproximated 15 % and 15 % o f total inventories at December 31, 2021 and 2020, respectively. Inventories accounted for using the LIFO method are stated at the lower of cost or market. If the FIFO method of accounting had been used for all inventories, total inventory would have been hi gher by $ 22,900 and $ 20,371 at December 31, 2021 and 2020, respectively. Property, plant and equipment Plant assets represent the original cost of land, buildings and equipment, less depreciation, computed under the straight-line method over the estimated useful lives of the assets, and are reviewed for impairment whenever events indicate the carrying value may not be recoverable. Equipment lives generally range from 3 to 11 years, and buildings range from 15 to 40 years. Expenditures for repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income as incurred. Timber resources are stated at cost. Depletion is charged to operations based on the estimated number of units of timber cut during the year. Leases At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. When the Company determines a lease exists, a leased asset and corresponding lease liability are recorded on its consolidated balance sheet. Lease contracts with a term of 12 months or less are not recorded on the consolidated balance sheet. Leased assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation arising from the lease. The Company’s leased assets and liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company has lease agreements with non-lease components that relate to lease components (e.g., common area maintenance such as cleaning or landscaping, etc.). The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all underlying asset classes in accordance with the scope of the lease accounting standard. Leased assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the implicit rate in the Company's leases is not readily determinable, the Company calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations. The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in determining the lease liability. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. The Company recognizes fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes interest expense on the lease liability over the lease term and the finance lease asset balance is amortized on a straight-line basis. F-8 FORM 10-K SONOCO 2021 ANNUAL REPORT Goodwill The Company assesses its goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. In performing the impairment test, the Company compares the fair value of the reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This quantitative test considers factors such as the amount by which estimated fair value exceeds current carrying value, current year operating performance as compared to prior projections, and implied fair values from comparable trading and transaction multiples. In determining the fair value of the reporting units, management considered both the income approach and the market approach. Fair value was estimated using a discounted cash flow model based on projections of future years’ operating results and associated cash flows combined with comparable trading and transaction multiples based on guideline public companies. The calculated estimated fair value of the reporting unit reflects a number of significant management assumptions and estimates including the forecast of sales growth, gross profit margins, and discount rates. Changes in these assumptions could materially impact the estimated fair value. The Company's projections incorporate management's best estimates of the expected future results, which include expectations related to new and retained business and future operating margins. Projected future cash flows are then discounted to present value using a discount rate management believes is commensurate with the risks inherent in the cash flows. If the fair value of a reporting unit exceeds the carrying value of the reporting unit’s assets, including goodwill, there is no impairment. If the carrying value of the reporting unit exceeds the fair value of that reporting unit, an impairment charge is recognized for the excess. Goodwill is not amortized. Impairment of long-lived, intangible and other assets Intangible assets are amortized, usually on a straight-line basis, over their respective useful lives, which generally range from 3 to 40 years. The Company has no intangibles with indefinite lives. The Company evaluates its intangible assets for impairment whenever indicators of impairment exist. Assumptions and estimates used in the evaluation of potential impairment can result in adjustments affecting the carrying values of long-lived, intangible and other assets and the recognition of impairment expense in the Company’s Consolidated Financial Statements. The Company evaluates its long-lived assets (property, plant and equipment), definite-lived intangible assets and other assets (including right of use lease assets, notes receivable and equity investments) for impairment whenever indicators of impairment exist, or when it commits to sell the asset. If the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset group is less than the carrying value of that asset group, an asset impairment charge is recognized. Key assumptions and estimates used in the projection of expected future cash flows generally include price levels, sales growth, profit margins and asset life. The amount of an impairment charge, if any, is calculated as the excess of the asset’s carrying value over its fair value, generally represented by the discounted future cash flows from that asset or, in the case of assets the Company evaluates for sale, estimated sale proceeds less costs to sell. The Company takes into consideration historical data and experience together with all other relevant information available when estimating the fair values of its assets. However, fair values that could be realized in actual transactions may differ from the estimates used to evaluate impairment. In addition, changes in the assumptions and estimates may result in a different conclusion regarding impairment. Income taxes The Company provides for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting requirements and tax laws. Assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes liabilities for uncertain income tax positions based on our estimate of whether it is more likely than not that additional taxes will be required and we report related interest and penalties as income taxes. Derivatives The Company uses derivatives to mitigate the effect of fluctuations in some of its raw material and energy costs, foreign currencies, and, from time to time, interest rates. The Company purchases commodities such as metal and energy, generally at market or at fixed prices that are established with the vendor as part of the purchase process for quantities expected to be consumed in the ordinary course of business. The Company may enter into commodity futures or swaps to manage the effect of price fluctuations. The Company may use foreign currency forward contracts and other risk management instruments to manage exposure to changes in foreign currency cash flows and the translation of monetary assets and liabilities on the Company’s consolidated financial statements. The Company is exposed to interest-rate fluctuations as a result of using debt as a source of financing for its operations. The Company may from time to time use traditional, unleveraged interest rate swaps to manage its exposure to interest rate movements. Additionally, the Company elected the normal purchase, normal sale scope exception for physical commodity contracts that meet the definition of a derivative. Derivative instruments, to the extent in an asset position, expose the Company to credit loss in the event of nonperformance by the counterparties to the derivative agreements. The Company manages its exposure to counterparty credit risk through minimum credit standards, diversification of counterparties and procedures to monitor concentrations of credit risk. The Company may enter into financial derivative contracts that may contain credit-risk-related contingent features, which could result in a counterparty requesting immediate payment or demanding immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. The Company records its derivatives as assets or liabilities on the balance sheet at fair value using published market prices or estimated values based on current price and/or rate quotes and discounted estimated cash flows. Changes in the fair value of derivatives are recognized either in net income or in other comprehensive income, depending on whether the derivative is designated in a cash flow or net investment hedging relationship or not. Amounts in accumulated other comprehensive income are reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. It is the Company’s policy not to speculate in derivative instruments. Business combinations The Company’s acquisitions of businesses are accounted for in accordance with ASC 805, "Business Combinations." The Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquired business at their fair values as of the date of acquisition. Goodwill is measured as the excess of consideration transferred, also measured at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires the Company to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of F-9 FORM 10-K SONOCO 2021 ANNUAL REPORT acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities including those related to debt, pensions and other postretirement plans, uncertain tax positions, contingent consideration and contingencies. This method also requires the Company to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If the Company is required to adjust provisional amounts that were recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. Significant estimates and assumptions in estimating the fair value of acquired customer relationships, technology, and other identifiable intangible assets include future cash flows that the Company expects to generate from the acquired assets, discount rate, customer attrition rate, and long-term revenue growth projections. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could record impairment charges. In addition, the Company has estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If the estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired. Reportable segments The Company identifies its reportable segments by evaluating the level of detail reviewed by the chief operating decision maker, gross profit margins, nature of products sold, nature of the production processes, type and class of customer, methods used to distribute products, and nature of the regulatory environment. Of these factors, the Company believes that the most significant in determining the aggregation of operating segments are the nature of the products and the type of customers served. The Company changed its operating and reporting structure in January 2021 and, as a result, realigned certain of its reportable segments effective January 1, 2021. The revised structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other. Segment financial information for prior periods has been recast to conform to the current-year presentation. Contingencies Pursuant to U.S. GAAP for accounting for contingencies, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Amounts so accrued are not discounted. 2. New accounting pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, “Business Combinations: Accounting for Contract Assets and Contract Liabilities." The amendments in this Update primarily require that the acquirer recognize and measure contract assets and contract liabilities acquired in a business combination as if the acquirer had originated the related revenue contracts rather than at fair value as of the acquisition date. Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree's financial statements in accordance with generally accepted accounting principles. The amendments in this ASU are effective on a prospective basis for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company is currently evaluating the impact that ASU 2021-08's adoption will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting". ASU 2020-04 is intended to provide temporary optional expedients and exceptions to applying U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform,” to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The relief offered by the guidance in both ASU 2020-04 and ASU 2021-01, if adopted, is available to companies for the period March 12, 2020 through December 31, 2022. We do not expect that the market transition of LIBOR to SOFR will have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 "Income Taxes, (Topic 740): Simplifying the Accounting for Income Taxes". This ASU removes certain exceptions from recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The amendments in ASU 2019-12 were effective for the Company as of January 1, 2021, and their adoption did not have a material effect on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires measurement and recognition of expected versus incurred credit losses for financial assets held. The measurement of expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The Company adopted this standard on January 1, 2020 using a modified retrospective approach and recorded a cumulative-effect adjustment to retained earnings of $ 209 , an increase to the allowance for doubtful accounts of $ 279 , and a decrease to deferred income tax liabilities of $ 70 as of January 1, 2020. In January 2016, the FASB issued ASU 2016-02, "Leases," requiring lessees to recognize on the balance sheet a right-of-use asset and lease liability for all long-term leases and requiring disclosure of key information about leasing arrangements in order to increase transparency and comparability among organizations. The Company adopted ASU 2016-02 as of January 1, 2019, using the modified retrospective transition method and elected to apply the optional transition approach prescribed by ASU 2018-11 which allows entities to initially apply the new leases standard at the adoption date, without adjusting comparative periods. Upon the adoption of ASU 2016-02, the Company recorded on its consolidated balance sheet right of use assets totaling $ 336,083 and lease liabilities totaling $ 344,362 , as well as a cumulative effect adjustment to retained earnings of $ 6,771 and a $ 1,508 reduction to deferred tax liabilities. Other than the pronouncements discussed above, there have been no other newly issued nor newly applicable accounting pronouncements that have had, or are expected to have, a material impact on the Company’s financial statements. Further, at December 31, 2021, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s consolidated financial statements. F-10 FORM 10-K SONOCO 2021 ANNUAL REPORT 3. Acquisitions and divestitures Acquisitions On December 19, 2021, the Company entered into a definitive agreement to acquire Ball Metalpack Holding, LLC ("Ball Metalpack"), a leading manufacturer of sustainable metal packaging for food and household products and the largest aerosol can producer in North America, for $ 1,350,000 in cash subject to customary adjustments, including for working capital, cash and indebtedness. Ball Metalpack was a joint venture owned by Platinum Equity ( 51 %) and Ball Corporation ( 49 %). Previously part of Ball Corporation, Ball Metalpack was formed in 2018 and consists of eight manufacturing plants in the United States and a headquarters facility in Broomfield, Colorado. This acquisition fits the Company's strategy of investing in its core businesses as it complements its largest Consumer Packaging franchise – global rigid paper packaging. In addition, it further expands the Company's sustainable packaging portfolio with metal packaging. The acquisition of Ball Metalpack was completed on January 26, 2022. See Note 20 for additional information. The Company completed four acquisitions during 2021 at a net cash cost of $ 20,697 . On December 30, 2021, the Company completed the acquisition of a recycling facility from American Recycling of Western North Carolina, LLC ("American Recycling"), a privately held company, for total cash consideration of $ 6,267 . The facility, located in Asheville, North Carolina, primarily services western North Carolina and upstate South Carolina for the processing of recycled materials. On November 8, 2021, the Company completed the acquisition of D&W Paper Tube Inc. ("D&W"), a privately owned manufacturer of paper tubes and cardboard cores, serving the carpet and textile industries and consisting of two manufacturing facilities in Chatsworth, Georgia, for total cash consideration of $ 12,787 . The preliminary fair values of the assets acquired and liabilities assumed in connection with the American Recycling and D&W acquisitions are as follows: American Recycling D&W Trade accounts receivable $ 685 $ — Inventories 169 934 Property, plant and equipment 2,726 929 Goodwill 989 4,108 Other intangible assets 2,236 7,100 Payable to suppliers ( 373 ) ( 284 ) Other net tangible liabilities ( 165 ) — Net Assets $ 6,267 $ 12,787 The allocation of the purchase price of American Recycling and D&W to the tangible and intangible assets acquired and liabilities assumed was based on the Company's preliminary estimates of fair value, relying on information currently available. Management is continuing to finalize its valuations of certain assets and liabilities listed in the table above, and expects to complete its valuations within one year from their respective dates of acquisition. Goodwill for American Recycling and D&W, all of which is expected to be deductible for income tax purposes, consists of increased access to certain markets and the assembled workforce. The Company also completed two smaller acquisitions earlier in 2021. These included Allied Packaging on August 3, 2021, a manufacturer of paper packaging and related manufacturing equipment, consisting of a single manufacturing facility in Sydney, Australia, for total cash consideration of $ 802 , and TuboTec on March 8, 2021, a small tube and core operation in Brazil, for total cash consideration of $ 841 . The financial results of all the businesses acquired in 2021 are included in the Company's Industrial Paper Packaging segment from the date acquired. The Company does not believe that the results of the businesses acquired in 2021 were material to the years presented, individually or in the aggregate, and are therefore not subject to the supplemental pro-forma information required by ASC 805. Accordingly, this information is not presented herein. The Company completed two acquisitions during 2020 at a net cash cost of $ 49,446 . On August 3, 2020, the Company completed the acquisition of Can Packaging, a privately owned designer and manufacturer of sustainable paper packaging and related manufacturing equipment, based in Habsheim, France, for $ 45,473 , net of cash acquired. Can Packaging operates two paper can manufacturing facilities in France, along with a research and development center where it designs and builds patented packaging machines and sealing equipment. The acquisition of Can Packaging expands Sonoco's ability to provide innovative recyclable packaging in various shapes and sizes. Goodwill for Can Packaging, none of which is expected to be deductible for income tax purposes, consists of increased access to certain markets. Can Packaging's financial results from the date acquired are included in the Company's Consumer Packaging segment. Final consideration was subject to a post-closing adjustment for the change in working capital to the date of closing. This settlement occurred in January 2021 and resulted in the Company making an additional cash payment of $ 1,512 . On January 10, 2020, the Company completed the acquisition of a small tube and core operation in Jacksonville, Florida, from Design Containers, Inc. ("Jacksonville"), for total cash consideration of $ 3,973 . Goodwill for Jacksonville, all of which is expected to be deductible for income tax purposes, consists of increased access to certain markets. Jacksonville's financial results from the date acquired are included in the Company's Industrial Paper Packaging segment. The Company does not believe that the results of the businesses acquired in 2020 were material to the years presented, individually or in the aggregate, and are therefore not subject to the requirements to provide supplemental pro-forma information. Accordingly, this information is not presented herein. The Company completed two acquisitions during 2019 at a net cash cost of $ 297,926 . On December 31, 2019, the Company completed the acquisition of Thermoform Engineered Quality, LLC, and Plastique Holdings, LTD, (together "TEQ"), for $ 187,292 , net of cash acquired. The operations acquired consist of three thermoforming and extrusion facilities in the United States along with a thermoforming operation in the United Kingdom and thermoforming and molded-fiber manufacturing operation in Poland. The acquisition of TEQ provided a platform to further expand Sonoco's healthcare packaging business. Final consideration was subject to a post-closing adjustment for the change in working capital to the date of closing. This adjustment was settled in April 2020 resulting in the receipt of cash from the sellers totaling $ 185 . On August 9, 2019, the Company completed the acquisition of Corenso Holdings America, Inc. ("Corenso") for $ 110,634 , net of cash acquired. Corenso is a leading manufacturer of uncoated recycled paperboard (URB) and high-performance cores used in the paper, packaging films, tape, and specialty industries. Corenso operates a 108,000-ton per year URB mill and core converting facility in Wisconsin Rapids, F-11 FORM 10-K SONOCO 2021 ANNUAL REPORT Wisconsin, as well as a core converting facility in Richmond, Virginia, expanding the Company's ability to produce a wide variety of sustainable coreboard grades. Goodwill for both TEQ and Corenso is comprised of the assembled workforce and increased access to certain markets. The amount of goodwill expected to be deductible for income tax purposes is $ 59,005 for TEQ and $ 0 for Corenso. The results of operations of TEQ and Corenso are reflected in the Company's Consumer Packaging segment and the Industrial Paper Packaging segment, respectively. The Company does not believe that the results of the businesses acquired in 2019 were material to the years presented, individually or in the aggregate, and are therefore not subject to the supplemental pro-forma information required by ASC 805. Accordingly, this information is not presented herein. Divestitures On April 4, 2021, the Company completed the sale of its U.S. display and packaging business, part of the All Other group of businesses, to Hood Container Corporation for $ 80,000 in cash. This business provided design, manufacturing and fulfillment of point-of-purchase displays, as well as contract packaging services, for consumer product customers and had approximately 450 employees. Its operations included eight manufacturing and fulfillment facilities and four sales and design centers. The selling price was adjusted at closing for certain transaction expenses and for anticipated differences between targeted levels of working capital and the projected levels at the time of closing. Net cash proceeds of $ 79,704 were received on April 5, 2021 and the Company recognized a loss on the divestiture of this business of $ 5,516 , before tax, in the first quarter of 2021. During the quarter ended October 3, 2021, the Company finalized the working capital settlement related to this sale. The settlement resulted in additional cash proceeds of $ 1,971 and the buyer's assumption of certain liabilities totaling $ 786 . As a result, the Company recognized a reduction in the previously reported loss on the sale of this business of $ 2,757 , before tax, in the third quarter of 2021, bringing the total loss on the sale of business to $ 2,759 , before tax. On September 30, 2021, the Company completed the sale of its Plastics - Food thermoforming operation in Wilson, North Carolina ("Wilson Thermoforming") to Placon for net cash proceeds of $ 3,528 , resulting in the recognition of a pre-tax gain on the sale of $ 92 . Assets and liabilities disposed of in the sales of U.S. Display and Packaging and Wilson Thermoforming included the following: U.S. Display and Packaging Wilson Thermoforming Trade accounts receivable $ 26,342 $ — Inventories 8,434 1,805 Property, plant and equipment, net 9,551 550 Right of use asset - operating leases 11,627 147 Goodwill 53,039 1,058 Trade accounts payable ( 10,735 ) — Accrued expenses ( 2,197 ) ( 54 ) Operating lease liabilities ( 12,343 ) ( 70 ) Other net tangible assets 716 — Net asset disposal $ 84,434 $ 3,436 Net proceeds 81,675 3,528 Loss/(Gain) on divestiture of business $ 2,759 $ ( 92 ) As previously disclosed, the Company completed the divestiture of its European contract packaging business, Sonoco Poland Packaging Services Sp. z.o.o., on November 30, 2020. The selling price of $ 120,000 was adjusted at closing for certain indebtedness assumed by the buyer and for anticipated differences between targeted levels of working capital and the projected levels at the time of closing. The Company received net cash proceeds at closing of $ 105,913 , with the buyer funding an escrow account with an additional $ 4,600 . In the second quarter of 2021, the Company received $ 6,366 in additional proceeds from the sale, which included the release of $ 4,000 from escrow plus a post-closing adjustment of $ 2,366 for the working capital settlement. The remaining $ 600 in escrow is expected to be released in the second quarter of 2022, pending any indemnity claims. The receipt of the additional cash proceeds is reflected in "Proceeds from the sale of businesses, net" in the Consolidated Statements of Cash Flows. The decision to sell its global display and packaging businesses was part of the Company's efforts to simplify its operating structure to focus on growing its core Consumer and Industrial packaging businesses around the world. These sales are not expected to notably affect consolidated operating margin percentages, nor do they represent a strategic shift for the Company that will have a major effect on the entity’s operations and financial results. Consequently, the sales did not meet the criteria for reporting as discontinued operations. The net proceeds from the sales were used for general corporate purposes. There were no divestitures during 2019. The Company continually assesses its operational footprint as well as its overall portfolio of businesses and may consider the divestiture of plants and/or business units it considers to be suboptimal or nonstrategic. Acquisition and Divestiture-Related Costs Acquisition and divestiture-related costs of $ 17,722 , $ 4,671 and $ 8,842 were incurred in 2021, 2020 and 2019, respectively. These costs, consisting primarily of legal and professional fees, are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. F-12 FORM 10-K SONOCO 2021 ANNUAL REPORT 4. Restructuring and asset impairment Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is constantly seeking more cost-effective means and structures to serve its customers and to respond to fundamental changes in its markets. As such, restructuring costs have been and are expected to be a recurring component of the Company's operating costs. The amount of these costs can vary significantly from year to year depending upon the scope, nature, and location of the restructuring activities. Following are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented: Year Ended December 31, 2021 2020 2019 Restructuring and restructuring-related asset impairment charges $ 9,176 $ 67,729 $ 44,819 Other asset impairments 5,034 77,851 15,061 Restructuring/Asset impairment charges $ 14,210 $ 145,580 $ 59,880 The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred: Year Ended December 31, 2021 2020 2019 Severance and Termination Benefits $ 13,097 $ 36,997 $ 24,864 Asset Impairment/Disposal of Assets ( 9,116 ) 22,394 9,674 Other Costs 5,195 8,338 10,281 Total restructuring and restructuring-related asset impairment charges $ 9,176 $ 67,729 $ 44,819 The table below sets forth restructuring and restructuring-related asset impairment charges by reportable segment: Year Ended December 31, 2021 2020 2019 Consumer Packaging 3,427 25,548 $ 32,971 Industrial Paper Packaging ( 1,642 ) 32,691 5,148 All Other 2,969 7,266 4,636 Corporate 4,422 2,224 2,064 Total restructuring and restructuring-related asset impairment charges $ 9,176 $ 67,729 $ 44,819 "Restructuring and restructuring-related asset impairment charges" and "Other asset impairments" are included in “Restructuring/Asset impairment charges” in the Consolidated Statements of Income. The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other” on the Company’s Consolidated Balance Sheets: Accrual Activity Severance and Termination Benefits Asset Impairment/ Disposal of Assets Other Costs Total Liability, December 31, 2019 $ 10,765 $ — $ 592 $ 11,357 2020 charges 36,997 22,394 8,338 67,729 Cash (payments)/receipts ( 32,189 ) 6,963 ( 9,570 ) ( 34,796 ) Asset write downs/disposals — ( 29,357 ) 1,143 ( 28,214 ) Foreign currency translation 382 — 8 390 Liability, December 31, 2020 $ 15,955 $ — $ 511 $ 16,466 2021 charges 13,097 ( 9,116 ) 5,195 9,176 Cash (payments)/receipts ( 17,828 ) 15,308 ( 6,313 ) ( 8,833 ) Asset write downs/disposals — ( 6,192 ) 2,479 ( 3,713 ) Foreign currency translation ( 307 ) — 1 ( 306 ) Liability, December 31, 2021 $ 10,917 $ — $ 1,873 $ 12,790 "Severance and Termination Benefits" in 2021 include the cost of severance provided to employees terminated as the result of various plant closures, as well as certain employees impacted by Project Horizon who accepted severance packages in December 2021. Severance costs were also incurred for certain employees as a result of the sale of the Company's Plastics - Food thermoforming operations in the United States (part of the Consumer Packaging segment). In addition, the charges include the cost of severance for approximately 315 employees whose positions were eliminated in conjunction with the Company's ongoing organizational effectiveness efforts. F-13 FORM 10-K SONOCO 2021 ANNUAL REPORT "Severance and Termination Benefits" in 2020 include the cost of severance provided to employees terminated as the result of the closures of a paper mill in Canada, a paper machine in the United States, a cone operation in Europe, and four tube and core plants, one in Europe and three in the United States (all part of the Industrial Paper Packaging segment); the closure of a paperboard specialties plant in the United States (part of the All Other group of businesses); and the clo sure of two graphic design operations, one in the United States and one in the United Kingdom (part of the Consumer Packaging segment). Severance costs were also incurred in the Consumer Packaging segment as a result of consolidation efforts in the Company's Plastics - Food thermoforming operations on the west coast of the United States and Mexico. This consolidation resulted in the closure of a manufacturing facility in the United States and the conversion of a manufacturing facility in Mexico into a warehouse and distribution center. In addition, the charges include the cost of severance for approximately 275 employees whose positions were eliminated in conjunction with the Company's ongoing organizational effectiveness efforts. "Asset Impairment/Disposal of Assets" recognized in 2021 consists primarily of gains from the sale of real estate in the Industrial Paper Packaging segment, and gains from the sale of other assets impaired in the prior year as a result of consolidations in the Company's Plastics - Food thermoforming operatio ns. "Asset Impairment/Disposal of Assets" in 2020 consisted of asset impairment charges resulting from consolidations in the Company's Plastics - Food thermoforming operations, the closure of a paper mill in Canada, the closure of a paper machine in the United States, the closure of a graphic design operation in the United States, and various other restructuring actions during the year. These losses were partially offset by gains from the sales of a tubes and core facility in the United States and several other buildings associated with previously closed facilities. "Other Costs" in 2021 and 2020 consist primarily of costs related to plant closures including equipment removal, utilities, plant security, property taxes and insurance. The Company expects to pay the majority of the remaining restructuring reserves by the end of 2022 using cash generated from operations. The Company also expects to recognize future additional charges totaling approximately $ 2,000 in connection with previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2022. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken. Other Asset Impairments The Company recognized other asset impairment charges totaling $ 5,034 in the year ended December 31, 2021. These charges consisted of fixed asset impairments totaling $ 2,635 in the Company's Plastics - Food thermoforming operations, part of the Consumer Packaging segment, and $ 2,399 in the temperature-assured packaging business, part of the All Other group of businesses. The assets were impaired as the value of their projected undiscounted cash flows was determined to no longer be sufficient to recover their carrying value. The Company recognized other asset impairment charges totaling $ 77,851 in 2020. In the fourth quarter of 2020, management concluded that certain long-lived assets of the Company's Plastics - Food thermoforming operations, part of the Consumer Packaging segment, were impaired as the projected undiscounted cash flows from these assets were not sufficient to recover their carrying value. As a result, the Company recognized pretax impairment charges of $ 39,604 on intangible assets, $ 22,899 on fixed assets, and $ 9,714 on leased assets for a total of $ 72,217 . In addition, the Company recognized impairment charges totaling $ 2,155 related to certain intangible assets within the temperature-assured packaging business, part of the All Other group of businesses, as the value of the projected undiscounted cash flows from these assets was no longer sufficient to recover their carrying values, $ 2,563 related to fixed assets that were determined to be obsolete due to a change in strategy within the global Rigid Paper Containers business, part of the Consumer Packaging segment, and $ 916 related to certain buildings and inventory at its Hartsville manufacturing complex, part of the Industrial Paper Packaging segment, that were determined to have been rendered obsolete by the Company's new Project Horizon initiative. These asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Consolidated Statements of Income. 5. Book overdrafts and cash pooling At December 31, 2021 and 2020, outstanding checks totaling $ 36,759 and $ 29,719 , respectively, were included in “Payable to suppliers” on the Company’s Consolidated Balance Sheets. In addition, outstanding payroll checks of $ 0 and $ 65 as of December 31, 2021 and 2020, respectively, were included in “Accrued wages and other compensation” on the Company’s Consolidated Balance Sheets. The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements. Under this pooling arrangement, the Company and its participating subsidiaries may maintain either cash deposit or borrowing positions through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit. Because it maintains a security interest in the cash deposits, and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries favorable interest terms on both. The Company’s Consolidated Balance Sheets reflect a net cash deposit under this pooling arrangement of $ 19,502 and $ 4,809 as of December 31, 2021 and 2020, respectively. 6. Property, plant and equipment Details of the Company's property, plant and equipment at December 31 are as follows: 2021 2020 Land $ 112,714 $ 119,262 Timber resources 42,355 42,310 Buildings 550,497 566,529 Machinery and equipment 3,179,781 3,191,008 Construction in progress 237,056 132,223 4,122,402 4,051,332 Accumulated depreciation and depletion ( 2,824,902 ) ( 2,807,222 ) Property, plant and equipment, net $ 1,297,500 $ 1,244,110 Depreciation and depletion expense amounted to $ 189,667 in 2021, $ 201,004 in 2020 and $ 186,540 in 2019. F-14 FORM 10-K SONOCO 2021 ANNUAL REPORT 7. Leases The Company routinely enters into leasing arrangements for real estate (including manufacturing facilities, office space, and warehouses), transportation equipment (automobiles, forklifts, and trailers), and office equipment (copiers and postage machines). The assessment of the certainty associated with the exercise of various lease renewal, termination, and purchase options included in the Company's lease contracts is at the Company's sole discretion. Most real estate leases, in particular, include one or more options to renew, with renewal terms that can extend the lease term from one to 50 years. The Company's leases do not have any significant residual value guarantees or restrictive covenants. The following table sets forth the balance sheet location and values of the Company’s lease assets and lease liabilities at December 31, 2021 and December 31, 2020: Classification Balance Sheet Location December 31, 2021 December 31, 2020 Lease Assets Operating lease assets Right of Use Asset - Operating Leases $ 268,390 $ 296,020 Finance lease assets Other Assets 55,826 36,267 Total lease assets $ 324,216 $ 332,287 Lease Liabilities Current operating lease liabilities Accrued expenses and other $ 45,305 $ 52,138 Current finance lease liabilities Notes payable and current portion of long-term debt 6,952 4,663 Total current lease liabilities $ 52,257 $ 56,801 Noncurrent operating lease liabilities Noncurrent Operating Lease Liabilities $ 234,167 $ 262,048 Noncurrent finance lease liabilities Long-term Debt, net of current portion 53,330 33,280 Total noncurrent lease liabilities $ 287,497 $ 295,328 Total lease liabilities $ 339,754 $ 352,129 Certain of the Company’s leases include variable costs. Variable costs include lease payments that were volume or usage-driven in accordance with the use of the underlying asset, and also non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the right of use asset recorded on the balance sheet was determined based upon factors considered at the commencement date, subsequent changes in the rate or index that were not contemplated in the right of use asset balances recorded on the balance sheet result in variable expenses being incurred when paid during the lease term. The following table sets forth the components of the Company's total lease cost for the years ended December 31, 2021, 2020, and 2019: Lease Cost 2021 2020 2019 Operating lease cost (a) $ 48,158 $ 58,678 $ 61,845 Finance lease cost: Amortization of lease asset (a) (b) 5,747 7,387 6,965 Interest on lease liabilities (c) 1,384 1,050 763 Variable lease cost (a) (d) 26,198 36,758 51,616 Impairment charges (e) 148 11,340 — Total lease cost $ 81,635 $ 115,213 $ 121,189 (a) Production-related and administrative amounts are included in cost of sales and selling, general and administrative expenses, respectively. (b) Included in depreciation and amortization. (c) Included in interest expense. (d) Also includes short term lease costs, which are deemed immaterial. (e) Impairment charges are included in "Restructuring/asset impairment charges" in the Company's Consolidated Statements of Income. See Note 4 for more information. F-15 FORM 10-K SONOCO 2021 ANNUAL REPORT The following table sets forth the five-year maturity schedule of the Company's lease liabilities as of December 31, 2021: Maturity of Lease Liabilities Operating Leases Finance Leases Total 2022 $ 46,286 $ 7,034 $ 53,320 2023 42,665 7,249 49,914 2024 35,446 5,753 41,199 2025 29,366 5,032 34,398 2026 24,058 4,836 28,894 Beyond 2026 176,036 44,687 220,723 Total lease payments $ 353,857 $ 74,591 $ 428,448 Less: Interest 74,385 14,309 88,694 Lease Liabilities $ 279,472 $ 60,282 $ 339,754 With the January 2022 acquisition of Ball Metalpack, (see Note 20 - Subsequent Events), the annual maturity of lease liabilities is expected to increase. F-16 FORM 10-K SONOCO 2021 ANNUAL REPORT The following tables set forth the Company's weighted average remaining lease term and discount rates used in the calculation of its outstanding lease liabilities at December 31, 2021, 2020, and 2019, along with other lease-related information for the years ended December 31, 2021, 2020, and 2019: Lease Term and Discount Rate 2021 2020 2019 Weighted-average remaining lease term (years): Operating leases 11.8 11.8 10.2 Finance leases 13.5 12.9 3.8 Weighted-average discount rate: Operating leases 4.09 % 4.28 % 4.74 % Finance leases 2.86 % 2.94 % 2.97 % Other Information 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 50,479 $ 58,305 $ 61,532 Operating cash flows used by finance leases $ 1,384 $ 1,050 $ 763 Financing cash flows used by finance leases $ 4,699 $ 7,437 $ 7,989 Leased assets obtained in exchange for new operating lease liabilities $ 20,505 $ 90,361 $ 28,762 Leased assets obtained in exchange for new finance lease liabilities $ 14,643 $ 23,117 $ 24,106 Modification to leased assets for increase/(decrease) in operating lease liabilities $ 15,936 $ ( 9,947 ) 1,792 Modification to leased assets for increase/(decrease) in finance lease liabilities $ 9,586 $ 14,005 ( 3,177 ) Termination reclasses to decrease operating lease assets $ ( 5,267 ) $ ( 27,508 ) ( 5,658 ) Termination reclasses to decrease operating lease liabilities $ ( 5,602 ) $ ( 27,985 ) ( 5,662 ) Termination reclasses to decrease finance lease assets $ ( 125 ) $ ( 25,079 ) ( 2,991 ) Termination reclasses to decrease finance lease liabilities $ ( 130 ) $ ( 25,199 ) ( 3,067 ) 8. Goodwill and other intangible assets Goodwill Effective January 1, 2021, the Company changed its operating and reporting structure and, as a result, realigned certain of its reportable segments. Accordingly, the beginning balances of goodwill by segment have been recast to conform with the new structure. Ch anges in the carrying amount of goodwill by segment for the year ended December 31, 2021, are as follows: Consumer Packaging Industrial Paper Packaging All Other Total Balance as of January 1, 2021 $ 581,244 $ 369,315 $ 438,696 $ 1,389,255 Acquisitions — 6,014 — 6,014 Divestitures ( 1,058 ) — ( 53,039 ) ( 54,097 ) Measurement period adjustments 1,512 — — 1,512 Foreign currency translation ( 9,282 ) ( 7,549 ) ( 1,352 ) ( 18,183 ) Balance as of December 31, 2021 $ 572,416 $ 367,780 $ 384,305 $ 1,324,501 Goodwill from 2021 acquisitions relates to the first quarter acquisition of TuboTec and the fourth quarter acquisitions of D&W and American Recycling. Divestitures relate to the divestiture of the Company's U.S display and packaging business in the first quarter of 2021 and the divestiture of a small Plastics - Food thermoforming operation. Measurement period adjustments relate to final working capital settlements made in the first quarter of 2021 for the prior-year acquisition of Can Packaging. See Note 3 for additional information. The Company assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. The Company completed its most recent annual goodwill impairment testing during the third quarter of 2021, and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed. The Company's assessments reflected a number of significant management assumptions and estimates including the Company's forecast of sales growth, gross profit margins, and discount rates. Changes in these assumptions could materially impact the Company's conclusions. Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units. Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill of the Plastics - Healthcare reporting unit is at risk of impairment in the near term if the reporting unit's operations do not perform in line with management's expectations, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate. F-17 FORM 10-K SONOCO 2021 ANNUAL REPORT Although beginning to benefit from economic recovery, the results of the Plastics – Healthcare reporting unit have been negatively impacted by end-market weakness due to the COVID-19 pandemic. In addition, the unit is facing near-term headwinds from higher raw material and other cost increases. Assuming COVID-19 infection rates continue to decline, management expects market demand will improve over the coming year and that selling price increases and/or cost reductions, including restructuring actions and investments in production efficiency projects, will mitigate the impacts of recent raw material and other cost inflation. However, should it become apparent that the ongoing post-COVID-19 recovery is likely to be significantly weaker, delayed, or prolonged compared to management’s current expectations, significant negative price/cost relationships will persist over the long-term, or gross profit margins do not improve as expected, goodwill impairment charges may be possible in the future. In its annual goodwill impairment analysis as of October 3, 2021, projected future cash flows for the Plastics - Healthcare reporting unit were discounted at 8.3 %. Total goodwill associated with this reporting unit was $ 64,263 at December 31, 2021 . In the latest annual impairment test, the estimated fair value of the Plastics - Healthcare reporting unit was determined to exceed its carrying value by approximately 13.3 % . Based on the discounted cash flow model and holding other valuation assumptions constant, projected operating profits across all future periods would have to be reduced approximately 13.0 %, or the discount rate increased to 9.3 %, in order for the estimated fair value of the reporting unit to fall below carrying value. During the time subsequent to the annual evaluation, and at December 31, 2021, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired. It is management's opinion that no such events have occurred. Other intangible assets Details at December 31 are as follows: 2021 2020 Other Intangible Assets, Gross: Patents $ 29,315 $ 29,325 Customer lists 592,195 622,430 Trade names 32,043 32,088 Proprietary technology 22,846 22,813 Other 2,807 2,831 Other Intangible Assets, Gross $ 679,206 $ 709,487 Accumulated Amortization: Patents $ ( 16,275 ) $ ( 14,511 ) Customer lists ( 347,274 ) ( 339,159 ) Trade names ( 14,106 ) ( 12,156 ) Proprietary technology ( 21,394 ) ( 19,833 ) Other ( 2,014 ) ( 1,894 ) Accumulated Amortization $ ( 401,063 ) $ ( 387,553 ) Other Intangible Assets, Net $ 278,143 $ 321,934 The acquisitions of D&W in November 2021 and American Recycling in December 2021 resulted in the addition of $ 7,100 and $ 2,236 , respectively, of intangible assets, primarily related to customer lists. These intangibles will be amortized over an average useful life of 10 years. Aggregate amortization expense on intangible assets was $ 49,419 , $ 52,899 and $ 51,580 for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense on intangible assets is expected to approximate $ 45,800 in 2022, $ 41,800 in 2023, $ 33,500 in 2024, $ 25,200 in 2025 and $ 21,700 in 2026 based on intangible assets as of December 31, 2021. With the January 2022 acquisition of Ball Metalpack, (see Note 20 - Subsequent Events), annual amortization expense is expected to increase. F-18 FORM 10-K SONOCO 2021 ANNUAL REPORT 9. Debt Details of the Company's debt at December 31 were as follows: 2021 2020 Commercial paper, average rate of 0.16 % in 2021 and 0.75 % in 2020 $ 349,000 $ — 1.00 % Euro loan due May 2021 — 183,662 9.2 % debentures due August 2021 — 4,320 4.375 % debentures due November 2021 — 249,741 3.125 % debentures due May 2030 595,342 594,687 5.75 % debentures due November 2040 536,182 599,279 Other foreign denominated debt, average rate of 3.0 % in 2021 and 2.2 % in 2020 55,432 15,522 Finance lease obligations 60,282 37,943 Other notes 14,424 15,070 Total debt $ 1,610,662 $ 1,700,224 Less current portion and short-term notes 411,557 455,784 Long-term debt $ 1,199,106 $ 1,244,440 On June 30, 2021, the Company entered into a new five-year $ 750,000 , unsecured revolving credit facility which replaced an existing credit facility entered into on July 20, 2017, and reflects substantially the same terms and conditions. Consistent with prior facilities, the new revolving credit facility supports the Company's $ 500,000 commercial paper program. Based on the pricing grid, the Credit Agreement and Sonoco's current credit ratings, a London Interbank Offering Rate (LIBOR) borrowing has an all-in drawn margin of 125.0 basis points. On September 21, 2021, the Company borrowed $ 50,000 from the revolving credit facility. These borrowings were repaid in full on October 1, 2021. On April 28, 2021, the Company commenced a cash tender offer to purchase up to $ 300,000 of the $ 600,000 outstanding principal amount of its 5.75 % notes due November 2040. Upon expiration of the tender on May 25, 2021, the Company repurchased 10.53 % of its outstanding 5.75 % notes for a total cash cost of $ 81,961 , as shown below: Principal Amount Tendered Premium and Other Amounts Paid Total Cash Paid 5.75 % debentures due November 2040 $ 63,206 $ 18,755 $ 81,961 On April 28, 2021, the Company entered into a reverse treasury lock agreement intended to fix the cash cost to fund approximately $ 100,000 of the maximum $ 300,000 principal amount subject to being tendered. The settlement of the reverse treasury lock on May 13, 2021 resulted in a loss of $ 1,356 . In addition, the Company wrote off a proportional share of unamortized bond issuance costs and unamortized original issue discounts associated with the 5.75 % notes. These non-cash write-offs net to $ 73 , which combined with the hedge loss and premium and other amounts paid, resulted in a pretax loss from the early extinguishment of debt totaling $ 20,184 . The Company's 1 %, 150,000 euro-denominated debt matured on May 25, 2021, and a U.S. dollar equivalent cash payment of $ 177,780 was made to settle the debt. On April 7, 2021, the Company entered into two forward contracts to buy a total of 150,000 euros, to manage foreign currency risk related to the Company's funding of the debt repayment upon maturity. The Company recognized a gain of $ 4,387 upon the May 21, 2021 maturity of these forward contracts. The gain is included in "Selling, general and administrative expenses" on the Company's Consolidated Statements of Income for the year ended December 31, 2021 and the proceeds from the settlement of the contracts and the debt maturity payment are reflected in "Net cash (used)/provided by financing activities" in the Company's Consolidated Statement of Cash Flows for the year ended December 31, 2021. On August 1, 2021, the Company repaid its $ 250,000 , 4.375 % debentures without penalty ahead of their November 2021 maturity. Also on August 1, 2021, the Company repaid its $ 4,321 , 9.2 % debentures upon their maturity. The principal requirements of debt maturing in the next five years are: 2022 2023 2024 2025 2026 Debt maturities by year $ 411,557 $ 7,992 $ 6,131 $ 5,306 $ 4,992 As of December 31, 2021, the Company has scheduled debt maturities through the next twelve months of $ 411,557 including $ 349,000 of outstanding commercial paper. At December 31, 2021, the Company has $ 170,978 in cash and cash equivalents on hand and $ 750,000 in committed capacity under its revolving credit facility, of which $ 401,000 was available for drawdown, net of outstanding commercial paper balances. The Company believes that these amounts, combined with expected net cash flows from operating activities, provide ample liquidity to cover these debt maturities and other cash flow needs of the Company over the course of the next year. In addition, the Company had $ 195,417 available under unused short-term lines of credit at December 31, 2021. These short-term lines of credit are available for general corporate purposes of our subsidiaries, including working capital and hedging requirements. On January 21, 2022, the Company completed a registered public offering of unsecured notes with an aggregate principal amount of $ 1,200,000 . Also, on January 21, 2022, the Company entered into a new $ 300,000 term loan facility with a syndicate of 8 banks. Proceeds from the notes and the term loan, together with commercial paper borrowings, were used to fund the Ball Metalpack acquisition. See Note 20 for additional information. Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage, and a minimum level of net worth, as defined in the agreements. As of December 31, 2021, the Company's interest coverage and net worth were substantially above the minimum levels required under these covenants. F-19 FORM 10-K SONOCO 2021 ANNUAL REPORT 10. Financial instruments and derivatives The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments for which the carrying amount differs from the fair value. December 31, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, net of current portion $ 1,199,106 $ 1,434,711 $ 1,244,440 $ 1,538,132 The carrying value of cash and cash equivalents and short-term debt approximates fair value. The fair value of long-term debt is determined based on recent trade information in the financial markets of the Company’s public debt or is determined by discounting future cash flows using interest rates available to the Company for issues with similar terms and maturities. It is considered a Level 2 fair value measurement. Cash Flow Hedges At December 31, 2021 and 2020, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. These contracts, which have maturities ranging to December 2022, qualify as cash flow hedges under U.S. GAAP. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earning effect of the hedged item. Commodity Cash Flow Hedges Certain derivative contracts entered into to manage the cost of anticipated purchases of natural gas and aluminum have been designated by the Company as hedges. At December 31, 2021, these contracts included natural gas swaps covering approximately 1.7 million MMBTUs. The Company also has certain natural gas hedges that it does not treat as Cash Flow Hedges. See Other Derivatives below for a discussion of these hedges. The fair values of the Company’s commodity cash flow hedges netted to a gain position of $ 1,491 at December 31, 2021 and a loss position of $( 647 ) at December 31, 2020. The amount of the gain included in accumulated other comprehensive loss at December 31, 2021 expected to be reclassified to the income statement during the next twelve months is $ 1,491 . Foreign Currency Cash Flow Hedges The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales, purchases, and capital spending expected to occur in 2022. The net positions of these contracts at December 31, 2021, were as follows (in thousands): Currency Action Quantity Colombian peso Purchase 26,964,039 Mexican peso Purchase 478,872 Polish zloty Purchase 86,960 Czech koruna Purchase 66,323 Turkish lira Purchase 16,776 Canadian dollar Purchase 15,862 Euro Purchase 7,315 British pound Purchase 3,541 New Zealand dollar Sell ( 290 ) Australian dollar Sell ( 422 ) Russian ruble Sell ( 89,271 ) The fair value of the Company’s foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $ 336 and $ 555 at December 31, 2021 and December 31, 2020, respectively. Gains of $ 336 are expected to be reclassified from accumulated other comprehensive loss to the income statement during the next twelve months. In addition, the Company has entered into forward contracts to hedge certain foreign currency cash flow transactions related to equipment purchases denominated in a foreign currency. As of December 31, 2021 and December 31, 2020, the net position of these contracts was $( 457 ) and $ 47 , respectively. During the twelve months ended December 31, 2021, losses from these hedges totaling $( 330 ) were reclassified from accumulated other comprehensive loss and included in the carrying value of the capitalized expenditures. Losses of $( 457 ) are expected to be reclassified from accumulated other comprehensive loss and included in the carrying value of the related fixed assets acquired during the next twelve months. Net Investment Hedge In January 2020, the Company entered into a cross-currency swap agreement with a notional amount of $ 250,000 to effectively convert a portion of the Company's fixed-rate, U.S. dollar denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. The risk management objective was to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in foreign currencies. As a result of significant strengthening of the U.S. dollar and a reduction in the differential between U.S. and European interest rates, the fair market value of the swap position appreciated significantly during the first quarter of 2020. In March 2020, the F-20 FORM 10-K SONOCO 2021 ANNUAL REPORT Company terminated the swap agreement and received a net cash settlement of $ 14,480 . The Company recorded this foreign currency translation gain in "Accumulated other comprehensive loss," net of a tax provision of $ 7,581 . Other Derivatives The Company routinely enters into forward contracts to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. The Company does not apply hedge accounting treatment under ASC 815 for these instruments. As such, changes in fair value are recorded directly to income and expense in the periods that they occur. The net positions of these contracts at December 31, 2021, were as follows (in thousands): Currency Action Quantity Colombian peso Purchase 28,089,457 Indonesian rupiah Purchase 21,279,953 Mexican peso Purchase 357,895 Turkish lira Purchase 38,142 Thai Baht Purchase 16,436 Canadian dollar Purchase 2,682 In addition to the contracts designated as cash flow hedges described above, the Company has entered into derivative contracts to manage the cost of anticipated purchases of natural gas. At December 31, 2021, these contracts consisted of natural gas swaps covering approximately 3.9 million MMBTUs. The Company's designated and non-designated natural gas derivative contracts total approximately 5.6 million MMBTUs and represent approximately 73 % of anticipated natural gas usage in North America for 2022. Pursuant to the registered public offering of unsecured 2.85 % notes with a principal amount of $ 500,000 maturing on February 1, 2032, the Company entered into treasury lock derivative instruments with two banks, with a notional principal amount of $ 150,000 each on December 29, 2021. These instruments had the risk management objective of reducing exposure to the Company of increases in the underlying Treasury index up to the date of pricing of the notes. The fair value of the contracts was a net loss position o f $( 550 ) at December 31, 2021 . The derivatives were settled when the bonds priced on January 11, 2022, with the Company recognizing a gain on the settlement of $ 5,201 . The fair value of the Company’s other derivatives were net gains o f $ 92 and $ 599 at December 31, 2021 and 2020, respectively. The following table sets forth the location and fair values of the Company’s derivative instruments at December 31, 2021 and 2020: Fair Value at December 31 Description Balance Sheet Location 2021 2020 Derivatives designated as hedging instruments: Commodity Contracts Prepaid expenses $ 1,599 $ 867 Commodity Contracts Accrued expenses and other $ ( 108 ) $ ( 1,512 ) Commodity Contracts Other liabilities $ — $ ( 2 ) Foreign Exchange Contracts Prepaid expenses $ 848 $ 997 Foreign Exchange Contracts Accrued expenses and other $ ( 969 ) $ ( 395 ) Derivatives not designated as hedging instruments: Commodity Contracts Prepaid expenses $ 1,815 $ 484 Commodity Contracts Accrued expenses and other $ ( 1,132 ) Foreign Exchange Contracts Prepaid expenses $ 135 $ 140 Foreign Exchange Contracts Accrued expenses and other $ ( 176 ) $ ( 25 ) Interest Rate Lock Contract Accrued expenses and other $ ( 550 ) $ — While certain of the Company's 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. F-21 FORM 10-K SONOCO 2021 ANNUAL REPORT The following tables set forth the effect of the Company’s derivative instruments on financial performance for the year ended December 31, 2021 and December 31, 2020, 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 Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Derivatives in Cash Flow Hedging Relationships: Year Ended December 31, 2021 Foreign Exchange Contracts $ 210 Net sales $ 3,212 Cost of sales $ ( 2,544 ) Commodity Contracts $ 10,039 Cost of sales $ 7,794 Year Ended December 31, 2020 Foreign Exchange Contracts $ ( 3,596 ) Net sales $ ( 6,662 ) Cost of sales $ 3,576 Commodity Contracts $ ( 227 ) Cost of sales $ ( 1,213 ) Description Gain or (Loss) Recognized Location of Gain or (Loss) Recognized in Income Statement Derivatives not Designated as Hedging Instruments: Year Ended December 31, 2021 Commodity Contracts $ 1,118 Selling, general and administrative Foreign Exchange Contracts $ ( 737 ) Selling, general and administrative Interest Rate Lock Contracts $ ( 550 ) Selling, general and administrative Year Ended December 31, 2020 Commodity Contracts $ 226 Cost of sales Foreign Exchange Contracts $ ( 358 ) Selling, general and administrative Year Ended December 31, 2021 Year Ended December 31, 2020 Description Revenue Cost of Sales Revenue Cost of Sales Total amount of income and expense line items presented in the Consolidated Statements of Income $ 3,212 $ 5,250 $ ( 6,662 ) $ 2,363 Gain or (loss) on cash flow hedging relationships: Foreign exchange contracts: Amount of gain or (loss) reclassified from accumulated other comprehensive income into net income $ 3,212 $ ( 2,544 ) $ ( 6,662 ) $ 3,576 Commodity contract: Amount of gain or (loss) reclassified from accumulated other comprehensive income into net income $ — $ 7,794 $ — $ ( 1,213 ) F-22 FORM 10-K SONOCO 2021 ANNUAL REPORT 11. 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 Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis: Description December 31, 2021 Assets measured at NAV (g) Level 1 Level 2 Level 3 Hedge derivatives, net: Commodity contracts $ 1,491 $ — $ — $ 1,491 $ — Foreign exchange contracts ( 121 ) — — ( 121 ) — Non-hedge derivatives, net: Commodity contracts 683 683 Foreign exchange contracts ( 41 ) — — ( 41 ) — Interest rate lock contract ( 550 ) — ( 550 ) — Postretirement benefit plan assets: Common Collective(a) $ 8,882 $ 8,882 $ — $ — $ — Mutual funds(b) 118,559 — — 118,559 — Fixed income securities(c) 292,883 41,120 — 251,763 — Short-term investments(d) 1,211 — — 1,211 — Real estate funds(f) 592 592 — — — Cash and accrued income 8,920 — 8,920 — — Total postretirement benefit plan assets $ 431,047 $ 50,594 $ 8,920 $ 371,533 $ — Description December 31, 2020 Assets measured at NAV (g) Level 1 Level 2 Level 3 Hedge derivatives, net: Commodity contracts $ ( 647 ) $ — $ — $ ( 647 ) $ — Foreign exchange contracts 602 — — 602 — Non-hedge derivatives, net: Commodity contracts 484 484 Foreign exchange contracts 115 — — 115 — Postretirement benefit plan assets: Common Collective(a) $ 7,750 $ 7,750 $ — $ — $ — Mutual funds(b) 152,756 — — 152,756 — Fixed income securities(c) 1,533,149 1,297,826 17 235,306 — Short-term investments(d) 1,223 — — 1,223 — Hedge fund of funds(e) 67 67 — — — Real estate funds(f) 552 552 — — — Cash and accrued income 117,638 — 117,638 — — Total postretirement benefit plan assets $ 1,813,135 $ 1,306,195 $ 117,655 $ 389,285 $ — 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. F-23 FORM 10-K SONOCO 2021 ANNUAL REPORT 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). Underlying real estate securities are generally valued at closing prices from national exchanges. 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. The Company’s pension plan assets comprise more than 97 % of its total postretirement benefit plan assets. Accordingly, the assets of the Company’s various pension plans and retiree health and life insurance plans are not shown separately, but are combined in the tables above. Postretirement benefit plan assets are netted against postretirement benefit obligations to determine the funded status of each plan. The funded status is recognized in the Company’s Consolidated Balance Sheets as shown in Note 13 . As discussed i n Note 10, the Company uses derivatives to mitigate some of the effect of raw material and energy cost fluctuations, foreign currency fluctuations and, from time to time, interest rate movements. Fair value measurements for the Company’s derivatives are classified under Level 2 because such measurements are estimated based on observable inputs such as interest rates, yield curves, spot and future commodity prices and spot and future exchange rates. The Company does not currently have any nonfinancial assets or liabilities that are recognized or disclosed at fair value on a recurring basis. None of the Company's financial assets or liabilities are measured at fair value using significant unobservable inputs. There were no transfers in or out of Level 1 or Level 2 fair value measurements during the years ended December 31, 2021 or 2020. For additional fair value information on the Company's financial instruments, see Note 10 . 12. Share-based compensation plans The Company provides share-based compensation to certain employees and non-employee directors in the form of restricted stock units, performance contingent restricted stock units, and other share-based awards. Beginning in 2019, share-based awards were issued pursuant to the Sonoco Products Company 2019 Omnibus Incentive Plan (the "2019 Plan"), which became effective upon approval by the shareholders on April 17, 2019. Awards issued from 2014 through 2018 were issued pursuant to the Sonoco Products Company 2014 Long-Term Incentive Plan (the “2014 Plan”). A total of 12,000,000 shares of common stock are reserved for awards granted under the 2019 Plan. As of the April 17, 2019 effective date, the 2019 Plan superseded the 2014 Plan and became the only plan under which equity-based compensation may be awarded to employees and non-employee directors. However, any awards under any of the prior plans that were outstanding on the effective date of the 2019 Plan remain subject to the terms and conditions, and continue to be governed by such prior plans. Awards issued between January 1 and April 16, 2019 were effectively issued under the 2019 Plan when such awards were transferred over to be applied against the 2019 Plan’s reserve. Share reserve reductions for restricted and performance-based stock awards originally granted under the 2014 Plan were weighted higher than stock appreciation rights in accordance with the shareholder-approved conversion formula included within the 2019 Plan. Awards granted under all previous plans which are forfeited, expire or are canceled 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 2019 Plan. At December 31, 2021, a total of 8,494,373 shares remain available for future grant under the 2019 Plan. The Company issues new shares for stock appreciation right exercises and stock unit conversions. The Company’s stock-based awards to non-employee directors have not been material. Accounting for share-based compensation Total compensation cost for share-based payment arrangements was $ 22,608 , $ 10,607 and $ 14,334 , for 2021, 2020 and 2019, respectively. The related tax benefit recognized in net income was $ 5,715 , $ 2,686 , and $ 3,500 , for the same years, respectively. Share-based compensation expense is included in “Selling, general and administrative expenses” in the Consolidated Statements of Income. The Company accounts for forfeitures of its share-based payment arrangements as they occur. An “excess” tax benefit is created when the tax deduction for an exercised stock appreciation right, exercised stock option or converted stock unit exceeds the compensation cost that has been recognized in income. The additional net excess tax benefit realized was $ 1,110 , $ 2,528 and $ 3,520 for 2021, 2020 and 2019, respectively. Restricted Stock Units The Company grants awards of restricted stock units (RSUs) to executive officers and certain key management employees. These awards vest over a three-year period with one-third vesting on each anniversary date of the grant. The expense for these RSUs is recognized following the graded-vesting method, which results in front-loaded expense being recognized during the early years of the required service period. For grants awarded prior to 2021, participants must be actively employed by the Company on the vesting date for shares to be issued, except in the event of the participant’s death, disability, or involuntary (or good reason) termination within two years of a change in control prior to full vesting, in which case shares will immediately vest. For the 2021 grant, in the event of the participant’s death, disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the participant’s employment or service ceases. Once vested, these awards do not expire. The Company from time to time grants special RSUs to certain of its executive officers and directors. These awards normally vest over a five-year period with one-third vesting on each of the third, fourth and fifth anniversaries of the grant, but in some circumstances may vest over a shorter period, or cliff vest at the end of the five-year period. Normally a participant must be actively employed by, or serving as a director of, the Company on the vesting date for shares to be issued, but the Company may make other arrangements in connection with termination of employment prior to the vesting date. Officers and directors can elect to defer receipt of RSUs, but key management employees are required to take receipt of stock issued. The weighted-average grant-date fair value of RSUs granted was $ 57.77 , $ 54.16 and $ 57.76 per share in 2021, 2020 and 2019, respectively. The fair value of shares vesting during the year was $ 4,063 , $ 3,277 , and $ 3,217 for 2021, 2020 and 2019, respectively. F-24 FORM 10-K SONOCO 2021 ANNUAL REPORT Noncash stock-based compensation associated with restricted stock grants totaled $ 8,278 , $ 4,549 and $ 3,351 for 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $ 8,061 of total unrecognized compensation cost related to nonvested restricted stock units. This cost is expected to be recognized over a weighted-average period of 46 months. The activity related to restricted stock units for the year ended December 31, 2021 is as follows: Nonvested Vested Total Average Grant Date Fair Value Per Share Outstanding, December 31, 2020 209,583 75,863 285,446 $ 50.19 Granted 201,570 — 201,570 $ 57.77 Vested ( 68,231 ) 68,231 — Converted — ( 64,093 ) ( 64,093 ) $ 53.28 Cancelled ( 12,053 ) — ( 12,053 ) $ 55.98 Dividend equivalents 1,728 2,263 3,991 $ 62.95 Outstanding, December 31, 2021 332,597 82,264 414,861 $ 53.32 Performance Contingent Restricted Stock Units The Company grants performance contingent restricted stock units (PCSUs) annually on a discretionary basis to executive officers and certain key management employees. The ultimate number of PCSUs awarded is dependent upon the degree to which performance, relative to defined targets related to earnings, return on invested capital, and return on net assets employed, are achieved over a three-year performance cycle. PCSUs granted vest at the end of the three-year performance period if the respective performance targets are met. No units will be awarded if the performance targets are not met. Upon vesting, PCSUs are convertible into common shares on a one -for-one basis. Except in the event of the participant's death, disability, or retirement, if a participant is not employed by the Company at the end of the performance period, no PCSUs will vest. However, in the event of the participant’s death, disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the participant’s employment or service ceases. In the event of a change in control, as defined under the 2014 Plan and the 2019 Plan, all unvested PCSUs will vest at target on a pro rata basis if the change in control occurs during the three-year performance period. The activity related to performance contingent restricted stock units for the year ended December 31, 2021 is as follows: Nonvested Vested Total Average Grant Date Fair Value per Share Outstanding, December 31, 2020 157,122 166,432 323,554 $ 49.15 Granted 145,696 — 145,696 $ 55.95 Performance adjustments 256,711 — 256,711 $ 54.28 Vested ( 64,243 ) 64,243 — Converted — ( 133,960 ) ( 133,960 ) $ 46.34 Cancelled ( 14,633 ) — ( 14,633 ) $ 54.79 Dividend equivalents — 938 938 $ 62.95 Outstanding, December 31, 2021 480,653 97,653 578,306 $ 53.67 2021 PCSU. As of December 31, 2021, the 2021 PSCUs to be awarded are estimated to range from 0 to 285,724 units and are tied to the three-year performance period ending December 31, 2023. 2020 PCSU. As of December 31, 2021, the 2020 PSCUs to be awarded are estimated to range from 0 to 297,648 units and are tied to the three-year performance period ending December 31, 2022. 2019 PCSU. The performance cycle for the 2019 PCSUs was completed on December 31, 2021. Outstanding stock units of 64,243 were determined to have been earned. The fair value of these units was $ 3,719 as of December 31, 2021. 2018 PCSU . The performance cycle for the 2018 PCSUs was completed on December 31, 2020. Outstanding stock units of 139,886 were determined to have been earned. The fair value of these units was $ 8,288 as of December 31, 2020. 2017 PCSU. The performance cycle for the 2017 PCSUs was completed on December 31, 2019. Outstanding stock units of 84,522 units were determined to have been earned. The fair value of these units was $ 5,217 as of December 31, 2019. The weighted-average grant-date fair value of PCSUs granted was $ 55.95 , $ 52.00 , and $ 56.04 per share in 2021, 2020 and 2019, respectively. Noncash stock-based compensation associated with PCSUs totaled $ 11,477 , $ 2,023 and $ 5,171 for 2021, 2020 and 2019, respectively. As of December 31, 2021, there was approximately $ 14,259 of total unrecognized compensation cost related to nonvested PCSUs. This cost is expected to be recognized over a weighted-average period of 21 months. Stock appreciation rights Through 2019, the Company granted stock appreciation rights (SARs) annually on a discretionary basis to key employees. These SARs had an exercise price equal to the closing market price on the date of the grant and can be settled only in stock. The SARs granted from 2015 through 2019 vest over three years , with one-third vesting on each anniversary date of the grant, and have 10 -year terms. Unvested SARs are cancelable upon termination of employment, except in the case of death, disability, or involuntary (or good reason) termination within two years of a change in control. SARs expense is recognized following the graded-vesting method, which results in front-loaded expense being recognized during the early years of the required service period. As of December 31, 2021, unrecognized compensation cost related to nonvested SARs totaled $ 40 . This F-25 FORM 10-K SONOCO 2021 ANNUAL REPORT cost will be recognized over the remaining weighted-average vesting period of approximately 2 months. Noncash stock-based compensation expense associated with SARs totaled $ 347 , $ 1,442 , and $ 3,227 for 2021, 2020,and 2019, respectively. The aggregate intrinsic value of SARS exercised during 2021, 2020, and 2019 was $ 2,575 , $ 2,771 , and $ 11,836 , respectively. The weighted-average grant date fair value of SARs granted was $ 8.30 per share in 2019. No SARs were granted during 2021 and 2020. The Company computed the estimated fair values of all SARs granted during 2019 using the Black-Scholes option-pricing model applying the assumptions set forth in the following table: 2019 Expected dividend yield 2.7 % Expected stock price volatility 16.6 % Risk-free interest rate 2.6 % Expected life of SARs 6 years The assumptions employed in the calculation of the fair value of SARs were determined as follows: • Expected dividend yield – the Company’s annual dividend divided by the stock price at the time of grant. • Expected stock price volatility – based on historical volatility of the Company’s common stock measured weekly for a time period equal to the expected life. • Risk-free interest rate – based on U.S. Treasury yields in effect at the time of grant for maturities equal to the expected life. • Expected life – calculated using the simplified method as prescribed in U.S. GAAP, where the expected life is equal to the sum of the vesting period and the contractual term divided by two. The activity related to the Company’s SARs for the year ended December 31, 2021 is as follows: Nonvested Vested Total Weighted- average Exercise Price Outstanding, December 31, 2020 397,677 873,751 1,271,428 $ 53.83 Vested ( 259,687 ) 259,687 — Granted — — — $ — Exercised — ( 363,102 ) ( 363,102 ) $ 50.95 Forfeited/Expired ( 13,826 ) ( 14,829 ) ( 28,655 ) $ 53.12 Outstanding, December 31, 2021 124,164 755,507 879,671 $ 55.03 Exercisable, December 31, 2021 — 755,507 755,507 $ 54.08 The weighted average remaining contractual life for SARs outstanding and exercisable at December 31, 2021 was 6.1 years and 5.9 years, respectively. The aggregate intrinsic value for SARs outstanding and exercisable at December 31, 2021 was $ 3,598 and $ 2,800 , respectively. At December 31, 2021, the fair market value of the Company’s stock used to calculate intrinsic value was $ 57.89 per share. Deferred compensation plans Certain officers of the Company receive a portion of their compensation, either current or deferred, in the form of stock equivalent units. Units are granted as of the day the cash compensation would have otherwise been paid using the closing price of the Company’s common stock on that day. Deferrals into stock equivalent units are converted into phantom stock equivalents as if Sonoco shares were actually purchased. The units immediately vest and earn dividend equivalents. Units are distributed in the form of common stock upon retirement over a period elected by the employee. Non-employee directors may elect to defer a portion of their cash retainer or other fees (except chair retainers) into phantom stock equivalent units as if Sonoco shares were actually purchased. The deferred stock equivalent units accrue dividend equivalents, and are issued in shares of Sonoco common stock six months following termination of Board service. Directors must elect to receive these deferred distributions in one , three or five annual installments. The activity related to deferred compensation for equity award units granted to both employees and non-employee directors combined is as follows: Total Outstanding, December 31, 2020 372,413 Deferred 38,127 Converted ( 40,527 ) Dividend equivalents 10,744 Outstanding, December 31, 2021 380,757 Deferred compensation for employees and directors of $ 2,507 , $ 2,593 , and $ 2,585 , which will be settled in Company stock at retirement, was deferred during 2021, 2020, and 2019, respectively. F-26 FORM 10-K SONOCO 2021 ANNUAL REPORT 13. Employee benefit plans Retirement plans and retiree health and life insurance plans The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, Greece, France, and Turkey. The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements. The Company froze participation in its U.S. qualified defined benefit pension plan for newly hired salaried and non-union hourly employees effective December 31, 2003. To replace this benefit, the Company provides non-union U.S. employees hired on or after January 1, 2004, with an annual contribution, called the Sonoco Retirement Contribution (SRC), to their participant accounts in the Sonoco Retirement and Savings Plan. The U.S. qualified defined benefit pension plan was further amended to freeze plan benefits for all active, non-union participants effective December 31, 2018. Former active participants in the U.S. qualified plan became eligible for SRC contributions effective January 1, 2019. In October 2021, the Sonoco Retirement and Savings Plan was further amended to eliminate the SRC and to increase the Company's 401(k) matching contribution effective as of December 31, 2021. The components of net periodic benefit cost include the following: 2021 2020 2019 Retirement Plans Service cost $ 3,916 $ 3,969 $ 3,968 Interest cost 24,186 51,297 57,348 Expected return on plan assets ( 22,888 ) ( 50,733 ) ( 65,143 ) Amortization of prior service cost 900 1,006 1,022 Amortization of net actuarial loss 16,503 28,833 30,681 Effect of settlement loss 550,706 854 2,377 Effect of curtailment loss — 32 — Net periodic benefit cost $ 573,323 $ 35,258 $ 30,253 Retiree Health and Life Insurance Plans Service cost $ 374 $ 358 $ 308 Interest cost 197 336 467 Expected return on plan assets ( 444 ) ( 371 ) ( 718 ) Amortization of prior service credit — ( 279 ) ( 498 ) Amortization of net actuarial gain ( 744 ) ( 834 ) ( 823 ) Net periodic benefit income $ ( 617 ) $ ( 790 ) $ ( 1,264 ) F-27 FORM 10-K SONOCO 2021 ANNUAL REPORT The following tables set forth the Plans’ obligations and assets at December 31: Retirement Plans Retiree Health and Life Insurance Plans 2021 2020 2021 2020 Change in Benefit Obligation Benefit obligation at January 1 $ 2,092,297 $ 1,976,197 $ 14,880 $ 14,495 Service cost 3,916 3,969 374 358 Interest cost 24,186 51,297 197 336 Plan participant contributions 14 165 — 443 Plan amendments 608 419 — — Actuarial (gain)/loss ( 138,157 ) 149,264 ( 939 ) 356 Benefits paid ( 66,641 ) ( 96,257 ) ( 768 ) ( 1,122 ) Impact of foreign exchange rates ( 4,999 ) 13,482 1 14 Effect of settlements ( 1,396,494 ) ( 2,463 ) — — Effect of curtailments ( 97 ) ( 3,776 ) — — Benefit obligation at December 31 $ 514,633 $ 2,092,297 $ 13,745 $ 14,880 Retirement Plans Retiree Health and Life Insurance Plans 2021 2020 2021 2020 Change in Plan Assets Fair value of plan assets at January 1 $ 1,799,109 $ 1,683,520 $ 14,026 $ 12,881 Actual return on plan assets ( 46,148 ) 188,695 ( 84 ) 1,372 Company contributions 140,226 17,282 768 626 Plan participant contributions 14 165 — 443 Benefits paid ( 66,641 ) ( 96,257 ) ( 768 ) ( 1,122 ) Impact of foreign exchange rates ( 4,630 ) 13,667 — — Effect of settlements ( 1,396,494 ) ( 2,752 ) — — Expenses paid ( 8,331 ) ( 5,211 ) — ( 174 ) Fair value of plan assets at December 31 $ 417,105 $ 1,799,109 $ 13,942 $ 14,026 Funded Status of the Plans $ ( 97,528 ) $ ( 293,188 ) $ 197 $ ( 854 ) Retirement Plans Retiree Health and Life Insurance Plans 2021 2020 2021 2020 Total Recognized Amounts in the Consolidated Balance Sheets Noncurrent assets $ 70,221 $ 26,814 $ 1,758 $ 553 Current liabilities ( 10,375 ) ( 150,310 ) ( 1,055 ) ( 849 ) Noncurrent liabilities ( 157,374 ) ( 169,692 ) ( 506 ) ( 558 ) Net liability $ ( 97,528 ) $ ( 293,188 ) $ 197 $ ( 854 ) Items not yet recognized as a component of net periodic pension cost that are included in Accumulated Other Comprehensive Loss as of December 31, 2021 and 2020, are as follows: Retirement Plans Retiree Health and Life Insurance Plans 2021 2020 2021 2020 Net actuarial loss/(gain) $ 111,481 $ 742,374 $ ( 6,357 ) $ ( 6,689 ) Prior service cost 6,288 6,351 — — $ 117,769 $ 748,725 $ ( 6,357 ) $ ( 6,689 ) F-28 FORM 10-K SONOCO 2021 ANNUAL REPORT The amounts recognized in Other Comprehensive Loss/(Income) include the following: Retirement Plans Retiree Health and Life Insurance Plans 2021 2020 2019 2021 2020 2019 Adjustments arising during the period: Net actuarial loss/(gain) $ ( 63,684 ) $ 12,452 $ 146,414 $ ( 412 ) $ ( 468 ) $ ( 914 ) Prior service cost/(credit) $ 837 $ 1,229 $ 1,667 $ — $ — $ — Net settlements/curtailments $ ( 550,706 ) $ ( 886 ) $ ( 2,377 ) $ — $ — $ — Reversal of amortization: Net actuarial (loss)/gain $ ( 16,503 ) $ ( 28,833 ) $ ( 30,681 ) $ 744 $ 834 $ 823 Prior service (cost)/credit $ ( 900 ) $ ( 1,006 ) $ ( 1,022 ) $ — $ 279 $ 498 Total recognized in other comprehensive loss/(income) $ ( 630,956 ) $ ( 17,044 ) $ 114,001 $ 332 $ 645 $ 407 Total recognized in net periodic benefit cost and other comprehensive loss/(income) $ ( 57,633 ) $ 18,214 $ 144,254 $ ( 285 ) $ ( 145 ) $ ( 857 ) The accumulated benefit obligation for all defined benefit plans was $ 504,944 and $ 2,081,850 at December 31, 2021 and 2020, respectively. The projected benefit obligation (PBO), accumulated benefit obligation (ABO) and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were, $ 228,127 , $ 223,657 and $ 61,686 , respectively, as of December 31, 2021, and $ 1,788,070 , $ 1,783,883 and $ 1,468,068 , respectively, as of December 31, 2020. Plan termination, settlements, changes and amendments In July 2019, the Company's Board of Directors approved a resolution to terminate the Sonoco Pension Plan for Inactive Participants (the "Inactive Plan"), a tax-qualified defined benefit plan, effective September 30, 2019. Following completion of a limited lump sum offering in April 2021, the Company settled all remaining liabilities under the Inactive Plan in June 2021 through the purchase of annuities. The Company made additional net contributions of $ 124,432 to the Inactive Plan in 2021 in order to be fully funded on a termination basis at the time of the annuity purchase. Non-cash, pretax settlement charges totaling $ 538,722 were recognized in 2021 as the lump sum payouts and annuity purchases were made. The termination of the Inactive Plan applied to participants who had separated service from Sonoco and to non-union active employees who no longer accrued pension benefits. There was no change in the cumulative benefit previously earned by the approximately 11,000 participants affected by these actions. The Company continues to manage and support the Active Plan, comprised of approximately 700 active participants who continue to accrue benefits in accordance with a flat-dollar multiplier formula. Additional settlement charges totaling $ 11,984 and $ 854 were recognized in 2021 and 2020, respectively, primarily as a result of activity in our Canadian plans, including settlement charges in 2021 from the annuitization of the Trenton Union Plan in Ontario, Canada. This plan was terminated in June 2020 and the participants were fully annuitized in December 2021. Settlements in 2020 resulted from lump-sum payments to certain participants of the Company's other Canadian pension plans who elected a lump-sum distribution option upon retirement. Projected benefit payments The following table sets forth the Company’s projected benefit payments for the next ten years: Year Retirement Plans Retiree Health and Life Insurance Plans 2022 $ 23,934 $ 1,183 2023 $ 23,564 $ 1,163 2024 $ 23,999 $ 1,141 2025 $ 25,129 $ 1,116 2026 $ 27,620 $ 1,096 2026-2030 $ 129,131 $ 4,971 F-29 FORM 10-K SONOCO 2021 ANNUAL REPORT Assumptions The following tables set forth the major actuarial assumptions used in determining the benefit obligation and net periodic cost: Weighted-average assumptions used to determine benefit obligations at December 31 U.S. Retirement Plans U.S. Retiree Health and Life Insurance Plans Foreign Plans Discount Rate 2021 2.77 % 2.48 % 2.22 % 2020 2.32 % 2.04 % 1.70 % Rate of Compensation Increase 2021 — % 3.01 % 3.21 % 2020 — % 3.03 % 3.20 % Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31 U.S. Retirement Plans U.S. Retiree Health and Life Insurance Plans Foreign Plans Discount Rate 2021 2.32 % 2.04 % 1.70 % 2020 2.87 % 2.89 % 2.28 % 2019 4.24 % 4.02 % 3.11 % Expected Long-term Rate of Return 2021 3.27 % 2.01 % 3.69 % 2020 2.93 % 2.93 % 4.10 % 2019 6.63 % 6.73 % 4.62 % Rate of Compensation Increase 2021 — % 3.03 % 3.20 % 2020 — % 3.04 % 3.37 % 2019 — % 3.06 % 3.65 % The Company adjusts its discount rates at the end of each fiscal year based on yield curves of high-quality debt instruments over durations that match the expected benefit payouts of each plan. The expected long-term rate of return assumption is based on the Company’s current and expected future portfolio mix by asset class, and expected nominal returns of these asset classes using an economic “building block” approach. Expectations for inflation and real interest rates are developed and various risk premiums are assigned to each asset class based primarily on historical performance. The assumed rate of compensation increase reflects historical experience and management’s expectations regarding future salary and incentive increases. Medical trends The U.S. Retiree Health and Life Insurance Plan makes up approximately 95 % of the Retiree Health liability. Therefore, the following information relates to the U.S. plan only. Healthcare Cost Trend Rate Pre-age 65 Post-age 65 2021 6.91 % 8.27 % 2020 6.00 % 6.00 % Ultimate Trend Rate Pre-age 65 Post-age 65 2021 4.45 % 4.40 % 2020 4.50 % 4.50 % Year at which the Rate Reaches the Ultimate Trend Rate Pre-age 65 Post-age 65 2021 2030 2030 2020 2026 2026 Based on amendments to the U.S. plan approved in 1999, which became effective in 2003, cost increases borne by the Company are limited to the Urban CPI, as defined. F-30 FORM 10-K SONOCO 2021 ANNUAL REPORT Retirement plan assets The following table sets forth the weighted-average asset allocations of the Company’s retirement plans at 2021 and 2020, by asset category. Asset Category U.S. U.K. Canada Equity securities 2021 23.5 % 32.8 % 33.6 % 2020 0.6 % 41.4 % 34.8 % Debt securities 2021 72.0 % 66.6 % 66.4 % 2020 92.2 % 58.1 % 55.4 % Cash and short-term investments 2021 4.5 % 0.6 % — % 2020 7.2 % 0.5 % 9.8 % Total 2021 100.0 % 100.0 % 100.0 % 2020 100.0 % 100.0 % 100.0 % The Company employs a total-return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a desired level of risk. Alternative assets such as real estate funds, private equity funds and hedge funds may also be used to enhance expected long-term returns while improving portfolio diversification. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through periodic investment portfolio reviews and periodic asset/liability studies. At December 31, 2021, postretirement benefit plan assets totaled $ 431,047 , of which $ 51,715 , $ 304,582 , and $ 50,837 were assets of the U.S., U.K. and Canadian Defined Benefit Plans, respectively. U.S. defined benefit plans The Company has adopted investment guidelines for both the Active and Inactive Plans based on asset/liability studies for each. These guidelines established a dynamic derisking framework for gradually shifting the allocation of assets to long-duration domestic fixed income from equity and other asset categories, as the relative funding ratio of each plan increased over time. Beginning in 2019, the Company accelerated the derisking measures in its U.S. defined benefit plans by reallocating plan assets to a more conservative mix of primarily fixed income investments. Subsequent to these derisking actions, the Inactive Plan was terminated effective September 30, 2019 and fully settled in June 2021. As of December 31, 2021, only the Active Plan remains. The current target allocation (midpoint) for the Active Plan investment portfolio is: Equity Securities - 20 % and Debt Securities – 80 %. United Kingdom defined benefit plan The equity investments consist of direct ownership and funds and are diversified among U.K. and international stocks of small and large capitalizations. The current target allocation (midpoint) for the investment portfolio is: Equity Securities – 32 % and Debt Securities – 68 %. Canada defined benefit plan The equity investments consist of direct ownership and funds and are diversified among Canadian and international stocks of primarily large capitalizations and short to intermediate duration corporate and government bonds. The current target allocation (midpoint) for the investment portfolio is 28 % Equity Securities and 72 % Debt Securities. Retiree health and life insurance plan assets The following table sets forth the weighted-average asset allocations by asset category of the Company’s retiree health and life insurance plan. Asset Category 2021 2020 Equity securities — % — % Debt securities 100.0 % 100.0 % Cash — % — % Total 100.0 % 100.0 % Contributions Based on current actuarial estimates, the Company anticipates that contributions to its defined benefit plans will be approximately $ 16,000 in 2022. No assurances can be made about funding requirements beyond 2022, however, as they will depend largely on actual investment returns and future actuarial assumptions. Sonoco Retirement and Savings Plan The Sonoco Retirement and Savings Plan is a defined contribution retirement plan provided for certain of the Company’s U.S. employees. The plan is comprised of both an elective and non-elective component. The elective component of the plan, which is designed to meet the requirements of section 401(k) of the Internal Revenue Code, allows participants to set aside a portion of their wages and salaries for retirement and encourages saving by matching a portion of their contributions with contributions from the Company. The plan provides for participant contributions of 1 % to 100 % of gross pay. Since January 1, 2010, the Company has matched 50 % on the first 4 % of compensation contributed by the participant as pretax contributions which are immediately fully vested. The Company’s expenses related to the plan for 2021, 2020 and 2019 were approximately $ 13,900 , $ 13,700 and $ 13,400 , respectively. The non-elective component of the plan, the Sonoco Retirement Contribution (SRC), is available to certain employees who are not currently active participants in the Company’s U.S. qualified defined benefit pension plan. The SRC provides for an annual Company contribution of 4 % of all eligible pay plus 4 % of eligible pay in excess of the Social Security wage base to eligible participant accounts. Participants are fully vested after three years of service or upon reaching age 55 , if earlier. The Company’s expenses related to the plan for 2021, 2020 and 2019 were approximately $ 22,914 , $ 23,505 and $ 23,752 , respectively. Cash contributions to the SRC totaled $ 22,665 , $ 22,503 and $ 14,573 in 2021, 2020 and 2019, respectively, and are expected to total approximately $ 22,000 in 2022. F-31 FORM 10-K SONOCO 2021 ANNUAL REPORT In October 2021, the Company's Board of Directors approved an amendment to the Sonoco Retirement and Savings Plan to eliminate the SRC and to increase the Company's 401(k) matching contribution to 100 % of the first 6 % of pretax and/or Roth compensation contributed by the participant effective as of December 31, 2021. The amendment is expected to be neutral to total expense in 2022, but will be negative to operating cash flows in 2022 due to the timing of funding 401(k) matching contributions subsequent to each pay period compared with the annual funding of the SRC. Other plans The Company also provides retirement and postretirement benefits to certain other non-U.S. employees through various Company-sponsored and local government sponsored defined contribution arrangements. For the most part, the liabilities related to these arrangements are funded in the period they arise. The Company’s expenses for these plans were not material for all years presented. 14. Income taxes The provision for taxes on income for the years ended December 31 consists of the following: 2021 2020 2019 Pretax income Domestic $ ( 342,951 ) $ 54,397 $ 217,098 Foreign 181,969 201,195 163,668 Total pretax income $ ( 160,982 ) $ 255,592 $ 380,766 Current Federal $ 21,247 $ 10,868 $ 14,933 State 15,212 4,608 2,565 Foreign 55,018 42,764 45,911 Total current $ 91,477 $ 58,240 $ 63,409 Deferred Federal $ ( 120,243 ) $ 432 $ 25,064 State $ ( 39,709 ) $ 512 8,599 Foreign 1,045 ( 6,154 ) ( 3,803 ) Total deferred $ ( 158,907 ) $ ( 5,210 ) $ 29,860 Total taxes $ ( 67,430 ) $ 53,030 $ 93,269 Deferred tax (liabilities)/assets are comprised of the following at December 31: 2021 2020 Property, plant and equipment $ ( 97,806 ) $ ( 91,752 ) Intangibles ( 96,057 ) ( 110,796 ) Leases ( 75,587 ) ( 79,531 ) Gross deferred tax liabilities $ ( 269,450 ) $ ( 282,079 ) Retiree health benefits $ 2,935 $ 4,065 Foreign loss carryforwards 76,462 81,143 U.S. Federal loss and credit carryforwards 34,700 78,100 Capital loss carryforwards 4,050 3,121 Employee benefits 46,503 47,134 Leases 78,518 84,076 Accrued liabilities and other assets 75,611 69,341 Gross deferred tax assets $ 318,779 $ 366,980 Valuation allowance on deferred tax assets $ ( 93,992 ) $ ( 128,435 ) Total deferred taxes, net $ ( 44,663 ) $ ( 43,534 ) The Company has total federal net operating loss carryforwards of approximately $ 53,675 remaining at December 31, 2021. These losses are limited based upon future taxable earnings of the Company and expire between 2030 and 2036. U.S. foreign tax credit carryforwards of approximately $ 21,769 exist at December 31, 2021 and expire in 2027. Foreign subsidiary loss carryforwards of approximately $ 307,002 remain at December 31, 2021. Their use is limited to future taxable earnings of the respective foreign subsidiaries or filing groups. Approximately $ 191,458 of these loss carryforwards do not have an expiration date. Of the remaining foreign subsidiary loss carryforwards, approximately $ 16,951 expire within the next five years and approximately $ 98,594 expire between 2027 and 2041. Foreign subsidiary capital loss carryforwards of approximately $ 16,187 exist at December 31, 2021 and do not have an expiration date. Their use is limited to future capital gains of the respective foreign subsidiaries. Approximately $ 11,086 in tax value of state loss carryforwards and $ 16,636 of state credit carryforwards remain at December 31, 2021. These state loss and credit carryforwards are limited based upon future taxable earnings of the respective entities or filing group and expire between 2022 and 2041. State loss and credit carryforwards are reflected at their "tax" value, as opposed to the amount of expected gross deduction due to the vastly different apportionment and statutory tax rates applicable to the various entities and states in which the Company files. F-32 FORM 10-K SONOCO 2021 ANNUAL REPORT A reconciliation of the U.S. federal statutory tax rate to the actual (benefit from)/provision for income taxes is as follows: 2021 2020 2019 Statutory tax rate $ ( 33,806 ) 21.0 % $ 53,674 21.0 % $ 79,961 21.0 % State income taxes, net of federal tax benefit ( 15,863 ) 9.9 % 4,859 1.9 % 7,767 2.0 % Valuation allowance ( 33,576 ) 20.9 % 1,589 0.6 % 3,174 0.8 % Tax examinations including change in reserve for uncertain tax positions 5,665 ( 3.5 ) % 5,546 2.2 % ( 1,639 ) ( 0.4 ) % Adjustments to prior year deferred taxes 1,239 ( 0.8 ) % ( 265 ) ( 0.1 ) % ( 499 ) ( 0.1 ) % Foreign earnings taxed at other than U.S. rates 9,659 ( 6.0 ) % 3,275 1.3 % 5,083 1.3 % Divestiture of business ( 808 ) 0.5 % ( 15,356 ) ( 6.0 ) % — — % Effect of tax rate changes 275 ( 0.2 ) % ( 523 ) ( 0.2 ) % 531 0.1 % Foreign withholding taxes 8,107 ( 5.0 ) % 2,157 0.8 % 2,015 0.5 % Tax credits ( 21,936 ) 13.6 % ( 13,529 ) ( 5.3 ) % ( 13,310 ) ( 3.5 ) % Global intangible low-taxed income (GILTI) 11,323 ( 7.0 ) % 15,795 6.2 % 12,340 3.2 % Foreign-derived intangible income ( 202 ) 0.1 % ( 1,238 ) ( 0.5 ) % ( 1,225 ) ( 0.3 ) % Foreign currency gain/(loss) on distributions of previously taxed income 3,365 ( 2.1 ) % ( 344 ) ( 0.1 ) % — — % Other, net ( 872 ) 0.5 % ( 2,610 ) ( 1.1 ) % ( 929 ) ( 0.2 ) % (Benefit from)/Provision for income taxes $ ( 67,430 ) 41.9 % $ 53,030 20.7 % $ 93,269 24.4 % The total amount of the one-time transition tax on certain accumulated foreign earnings as part of the Tax Cuts and Jobs Act ("Tax Act") was $ 80,580 . Under the provisions of the Tax Act, the transition tax is payable in installments over a period of 8 years. The first two installments were paid in 2018 and 2019 with the filing of the Company's 2017 and 2018 U.S. income tax returns. The liability is further reduced by the deemed overpayment of federal income taxes. In 2021 the Company amended its 2017 U.S. income tax return to reflect a decrease in the transition tax from the increased use of foreign tax credits. The resulting overpayment reduced the remaining installment payments by $ 44,500 . The remaining obligation of $ 1,795 is included in "Other Liabilities" in the Company's Consolidated Balance Sheet at December 31, 2021. The change in “Tax examinations including change in reserve for uncertain tax positions” is shown net of associated deferred taxes and accrued interest. Included in the change are net increases in reserves for uncertain tax positions of approximately $ 2,330 , $ 1,866 and $ 1,832 for uncertain items arising in 2021, 2020 and 2019, respectively, combined with adjustments related to prior year items, primarily decreases related to lapses of statutes of limitations in international, federal and state jurisdictions as well as overall changes in facts and judgment. These adjustments changed the reserve by a total of approximately $ 3,743 , $( 2,601 ) and $( 3,471 ) in 2021, 2020 and 2019, respectively. In many of the countries in which the Company operates, earnings are taxed at rates different than in the U.S. This difference is reflected in “Foreign earnings taxed at other than U.S. rates” along with other items, if any, that impacted taxes on foreign earnings in the periods presented. The benefits included in “Adjustments to prior year deferred taxes” for each of the years presented consist primarily of adjustments to deferred tax assets and liabilities arising from changes in estimates. The benefits included in "Divestiture of business" relate to the sale of the Company's European contract packaging business. Of the $ 21,936 of tax credits for 2021, $ 8,208 directly offsets the $ 11,323 of GILTI tax, resulting in a net GILTI tax of $ 3,115 . Of the remainder, $ 10,980 relates to Research & Development tax credits, which is made up of amounts for both 2021 and 2020 tax years. The benefits included in "Valuation allowance" include a $ 39,843 net recognized benefit associated with the amendment of the Company's 2017 U.S. income tax return to report increased utilization of its foreign tax credits. The Company maintains its assertion that its undistributed foreign earnings are indefinitely reinvested and, accordingly, has not recorded any deferred income tax liabilities that would be due if those earnings were repatriated. As of December 31, 2021, these undistributed earnings total $ 849,720 . While the majority of these earnings have already been taxed in the U.S., a portion would be subject to foreign withholding and U.S. income taxes and credits if distributed. Computation of the deferred tax liability associated with unremitted earnings deemed to be indefinitely reinvested is not practicable at this time. Reserve for uncertain tax positions The following table sets forth the reconciliation of the gross amounts of unrecognized tax benefits at the beginning and ending of the periods indicated: 2021 2020 2019 Gross Unrecognized Tax Benefits at January 1 $ 11,230 $ 12,200 $ 14,400 Increases in prior years’ unrecognized tax benefits 12,283 91 — Decreases in prior years’ unrecognized tax benefits ( 275 ) ( 464 ) ( 1,300 ) Increases in current year's unrecognized tax benefits 1,088 1,569 1,300 Decreases in unrecognized tax benefits from the lapse of statutes of limitations ( 6,170 ) ( 1,866 ) ( 2,300 ) Settlements ( 14 ) ( 300 ) 100 Gross Unrecognized Tax Benefits at December 31 $ 18,142 $ 11,230 $ 12,200 Of the unrecognized tax benefit balances at December 31, 2021 and December 31, 2020, $ 17,425 and $ 10,470 , respectively, would have an impact on the effective tax rate if ultimately recognized. F-33 FORM 10-K SONOCO 2021 ANNUAL REPORT Interest and/or penalties related to income taxes are reported as part of income tax expense. The Company had $ 875 and $ 2,006 accrued for interest related to uncertain tax positions at December 31, 2021 and December 31, 2020, respectively. Tax expense for the year ended December 31, 2021, includes an interest benefit of $ 1,131 , which is comprised of an interest benefit of $ 1,396 related to the adjustment of prior years' items and interest expense of $ 265 on unrecognized tax benefits. The amounts listed above for accrued interest and interest expense do not reflect the benefit of a federal tax deduction which would be available if the interest were ultimately paid. The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2015. The Company believes that it is reasonably possible that the amount reserved for uncertain tax positions at December 31, 2021 will decrease by $ 224 over the next twelve months. This change includes the anticipated increase in reserves related to existing positions offset by settlements of issues currently under examination and the release of existing reserves due to the expiration of the statute of limitations. Although the Company's estimate for the potential outcome for any uncertain tax issue is highly judgmental, management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the effective tax rate may fluctuate significantly on a quarterly basis. The Company has operations in many countries outside of the United States and the taxes paid on those earnings are subject to varying rates. The Company is not dependent upon the favorable benefit of any one jurisdiction to an extent that loss of those benefits would have a material effect on the Company's overall effective tax rate. As previously disclosed, in February 2017 the Company received a Notice of Proposed Adjustment (“NOPA”) from the Internal Revenue Service ("IRS") proposing adjustments to the 2012 and 2013 tax years. In 2018, the Company filed a protest to the proposed deficiency and the matter was referred to the Appeals Division of the IRS. In the second quarter of 2021, the Company paid $ 5,613 in taxes and interest to settle the dispute. 15. Revenue Recognition The Company changed its operating and reporting structure in January 2021, realigning certain of its reportable segments. The revised structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining business reported as All Other. The Company's reportable segments are aligned by product nature as disclosed in Note 18. Previously reported amounts have been recast to conform to the current year presentation. The following tables set forth information about revenue disaggregated by primary geographic regions for the years ended December 31, 2021, 2020 and 2019. The tables also include a reconciliation of disaggregated revenue with reportable segments. Year Ended December 31, 2021 Consumer Packaging Industrial Paper Packaging All Other Total Primary geographical markets: United States $ 1,607,810 $ 1,421,684 $ 620,596 $ 3,650,090 Europe 444,734 408,093 88,828 941,655 Canada 117,492 94,780 — 212,272 Asia Pacific 82,882 316,841 1,280 401,003 Other 115,429 222,914 47,075 385,418 Total $ 2,368,347 $ 2,464,312 $ 757,779 $ 5,590,438 Year Ended December 31, 2020 Consumer Packaging Industrial Paper Packaging All Other Total Primary geographical markets: United States $ 1,581,639 $ 1,177,903 $ 651,721 $ 3,411,263 Europe 394,473 328,410 332,947 1,055,830 Canada 96,457 84,968 — 181,425 Asia Pacific 74,823 241,163 684 316,670 Other 82,467 159,030 30,758 272,255 Total $ 2,229,859 $ 1,991,474 $ 1,016,110 $ 5,237,443 F-34 FORM 10-K SONOCO 2021 ANNUAL REPORT Year Ended December 31, 2019 Consumer Packaging Industrial Paper Packaging All Other Total Primary geographical markets: United States $ 1,571,030 $ 1,178,904 $ 658,525 $ 3,408,459 Europe 368,417 346,102 364,247 1,078,766 Canada 108,848 117,201 — 226,049 Asia Pacific 70,504 278,401 1,354 350,259 Other 89,775 177,272 43,627 310,674 Total $ 2,208,574 $ 2,097,880 $ 1,067,753 $ 5,374,207 Contract assets represent goods produced without alternative use for which the Company is entitled to payment with margin prior to shipment. Upon shipment, the Company is entitled to bill the customer, and therefore amounts included in contract assets will be reduced with the recording of an account receivable as they represent an unconditional right to payment. Contract liabilities represent revenue deferred due to pricing mechanisms utilized by the Company in certain multi-year arrangements, volume rebates, and receipts of advanced payments. For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the initial term of the arrangement, and will release the deferral over the back half of the contract term. Contract assets and liabilities are generally short in duration given the nature of products produced by the Company. The following table sets forth information about contract assets and liabilities from contracts with customers. The balances of the contract assets and liabilities are located in "Other receivables" and "Accrued expenses and other" on the Consolidated Balance Sheets. December 31, 2021 December 31, 2020 Contract Assets $ 51,106 $ 48,390 Contract Liabilities ( 18,993 ) ( 16,687 ) Significant changes in the contract assets and liabilities balances during the twelve months ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Contract Asset Contract Liability Contract Asset Contract Liability Beginning balance $ 48,390 $ ( 16,687 ) $ 56,364 $ ( 17,047 ) Revenue deferred or rebates accrued — ( 36,527 ) — ( 32,512 ) Recognized as revenue — 7,238 — 9,189 Rebates paid to customers — 26,983 — 23,683 Increases due to rights to consideration for customer specific goods produced, but not billed during the period 51,106 — 48,390 — Transferred to receivables from contract assets recognized at the beginning of the period ( 48,390 ) — ( 56,364 ) — Ending balance $ 51,106 $ ( 18,993 ) $ 48,390 $ ( 16,687 ) 16. Commitments and contingencies Pursuant to U.S. GAAP, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings from a variety of sources. Some of these exposures, as discussed below, have the potential to be material. Environmental matters The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. Spartanburg In connection with its acquisition of Tegrant in November 2011, the Company identified potential environmental contamination at a site in Spartanburg, South Carolina. The total remediation cost of the Spartanburg site was estimated to be $ 17,400 at the time of the acquisition and an accrual in this amount was recorded on Tegrant’s opening balance sheet. Since the acquisition, the Company has spent a total of $ 1,845 on remediation of the Spartanburg site. Based on favorable developments at the Spartanburg site, the Company reduced its estimated environmental reserve by $ 10,000 during the third quarter of 2019 in order to reflect its revised best estimate of what it is likely to pay in order to complete the remediation. This adjustment resulted in a $ 10,000 reduction in "Selling, general and administrative expenses" in the Company's Consolidated Statement of Income for the year ended December 31, 2019. At December 31, 2021 and 2020, the Company's accrual for environmental contingencies related to the Spartanburg site totaled $ 5,555 and $ 5,700 , respectively. The Company cannot currently estimate its potential liability, damages or range of potential loss, if any, beyond the amounts F-35 FORM 10-K SONOCO 2021 ANNUAL REPORT accrued with respect to this exposure. However, the Company does not believe that the resolution of this matter has a reasonable possibility of having a material adverse effect on the Company's financial statements. Other environmental matters The Company has been named as a potentially responsible party at several other environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Company’s share, if any, cannot be reasonably estimated at the current time. However, the Company does not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company's financial statements. At December 31, 2021 and 2020, the Company's accrual for these other sites totaled $ 1,825 and $ 2,433 , respectively. Summary As of December 31, 2021 and 2020, the Company (and its subsidiaries) had accrued $ 7,380 and $ 8,133 , respectively, related to environmental contingencies. These accruals are included in “Accrued expenses and other” on the Company’s Consolidated Balance Sheets. Other legal and regulatory matters As previously disclosed, in February 2017 the Company received a Notice of Proposed Adjustment (“NOPA”) from the Internal Revenue Service (“IRS”) proposing adjustments to the 2012 and 2013 tax years. In 2018, the Company filed a protest to the proposed deficiency and the matter was referred to the Appeals Division of the IRS. In the second quarter of 2021, the Company paid $ 5,613 in taxes and interest to settle the dispute. Commitments As of December 31, 2021, the Company had long-term obligations to purchase electricity and steam, which it uses in its production processes, as well as long-term purchase commitments for certain raw materials, principally old corrugated containers. These purchase commitments require the Company to make total payments of approximately $ 99,271 , as follows: $ 81,398 in 2022; $ 15,153 in 2023; $ 1,419 in 2024, $ 1,301 in 2025, and a total of $ 0 from 2026 through 2030. 17. Shareholders’ equity and earnings per share Share repurchases On April 20, 2021, the Company's Board of Directors (the "Board") authorized the repurchase of the Company's common stock in an aggregate amount of up to $ 350,000 . Following the transactions described below, a total of $ 137,972 remains available for share repurchases under this authorization as of December 31, 2021. On May 6, 2021, the Company repurchased approximately 53,500 shares for $ 3,615 from a private stockholder based upon the average stock price on that day. On May 10, 2021, the Company entered into an accelerated share repurchase agreement ("ASR Agreement") with a financial institution to repurchase outstanding shares of the Company's common stock. In exchange for an upfront payment of $ 150,000 , which was funded with available cash on hand, the financial institution delivered 1,751,825 initial shares to the Company, representing 80 % of the expected number of shares to be repurchased during the repurchase period based upon the closing stock price on May 10, 2021 of $ 68.50 per share. The initial shares received were retired by the Company. The final number of shares repurchased and retired was based on the Company's volume-weighted average share price during the repurchase period, less a discount and subject to certain adjustments (the "Settlement Price"). Pursuant to the ASR Agreement, the financial institution elected to accelerate the settlement of the transaction in two tranches. On July 21, 2021, the financial institution transferred 167,743 additional shares to the Company based upon an effective Settlement Price of $ 66.52 and a notional value of $ 50,000 , or one third of the total $ 150,000 prepayment. On July 26, 2021, the financial institution transferred 336,996 additional shares to the Company upon full settlement of the remaining $ 100,000 notional value of the transaction at the final Settlement Price of $ 66.45 . On October 25, 2021, the Company entered into a Rule 10b5-1 Repurchase Plan with a financial institution to repurchase outstanding shares of the Company's common stock pursuant to its Board authorization. The Company repurchased and retired 976,191 shares for $ 58,413 prior to the termination of the trading period on November 23, 2021. The costs of these share repurchases were allocated to "Capital in excess of stated value" on the Company's Consolidated Balance Sheet as of December 31, 2021. The Company occasionally repurchases shares of its common stock to satisfy employee tax withholding obligations in association with the exercise of stock appreciation rights, restricted stock, and performance-based stock awards. These repurchases, which are not part of a publicly announced plan or program, totaled 99,824 shares during 2021, 148,680 shares during 2020, and 169,290 shares during 2019, at a cost of $ 6,057 , $ 8,483 and $ 9,608 , respectively. F-36 FORM 10-K SONOCO 2021 ANNUAL REPORT Earnings per share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): 2021 2020 2019 Numerator: Net (loss)/income attributable to Sonoco $ ( 85,477 ) $ 207,463 $ 291,785 Denominator: Weighted average common shares outstanding 99,608 100,939 100,742 Dilutive effect of stock-based compensation — 270 434 Diluted outstanding shares 99,608 101,209 101,176 Per common share: (Loss)/Income available to common shareholders: Basic $ ( 0.86 ) $ 2.06 $ 2.90 Diluted $ ( 0.86 ) $ 2.05 $ 2.88 Cash dividends $ 1.80 $ 1.72 $ 1.70 No adjustments were made to "Net income/(loss) attributable to Sonoco" in the computations of net income/(loss) attributable to Sonoco per common share. Potentially dilutive securities are calculated in accordance with the treasury stock method. For stock appreciation rights (SARs), in particular, the treasury stock method assumes the proceeds from the exercise of all dilutive SARs are used to repurchase the Company’s common stock. Certain SARs are not dilutive because either the exercise price is greater than the average market price of the stock during the reporting period or assumed repurchases from proceeds from the exercise of the SARs were antidilutive. The average number of shares that were not dilutive and therefore not included in the computation of diluted (loss) income per share was as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands): 2021 2020 2019 Anti-dilutive stock appreciation rights 202 772 475 These stock appreciation rights may become dilutive in future periods if the market price of the Company’s common stock appreciates. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. Such securities have an anti-dilutive impact in those periods in which a loss is reported. Diluted net loss per share of common stock for the year ended December 31, 2021 is the same as basic net loss per share because otherwise dilutive securities are excluded from the computation of diluted net loss per share. The number of potentially dilutive securities excluded from the computation of diluted net loss per share during the year ended December 31, 2021 was $ 470 . 18. Segment reporting The Company changed its operating and reporting structure in January 2021 and, as a result, realigned certain of its reportable segments effective January 1, 2021. The revised structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other. The Company's former Protective Solutions and Display and Packaging segments have been eliminated and the underlying businesses and their results have been realigned into All Other or, in certain cases, subsumed into the remaining two segments. The Consumer Packaging segment primarily serves prepared and fresh food markets along with other packaging for direct consumer products and includes the following products and services: round and shaped rigid paper containers; metal and peelable membrane ends and closures; thermoformed plastic trays and containers; printed flexible packaging; and global brand artwork management. The Industrial Paper Packaging segment, previously called Paper and Industrial Converted Products, includes the following products: fiber-based tubes, cones, and cores; fiber-based construction tubes; fiber-based protective packaging and components; wooden, metal and composite wire and cable reels and spools; and recycled paperboard, corrugating medium, recovered paper and material recycling services. Businesses grouped as All Other include healthcare, protective and retail security packaging and industrial plastic products. These businesses include the following products and services: thermoformed rigid plastic trays and devices; custom-engineered molded foam protective packaging and components; temperature-assured packaging; injection molded and extruded containers, spools and parts; retail security packaging, including printed backer cards, thermoformed blisters and heat sealing equipment; and paper amenities. Prior to the divestiture of the Company's global display and packaging business in two separate transactions, the European contract packaging business on November 30, 2020 and the U.S. display and packaging business on April 4, 2021, these businesses, which included point-of-purchase displays, fulfillment operations, and contract packaging, were reported in All Other. Restructuring charges, asset impairment charges, gains or losses from the divestiture of businesses, insurance settlement gains, acquisition-related costs, non-operating pension costs, interest expense and interest income are included in (loss)/income before income taxes under "Corporate". F-37 FORM 10-K SONOCO 2021 ANNUAL REPORT The following table sets forth financial information about each of the Company's business segments. Segment financial information for prior periods has been recast to conform to the current-year presentation. Years ended December 31 Consumer Packaging Industrial Paper Packaging All Other Corporate Consolidated Total Revenue 2021 2,373,583 2,578,379 768,476 — $ 5,720,438 2020 2,234,292 2,090,731 1,024,060 — 5,349,083 2019 2,213,874 2,208,871 1,078,496 — 5,501,241 Intersegment Sales 1 2021 5,236 114,067 10,697 — $ 130,000 2020 4,433 99,257 7,950 — 111,640 2019 5,300 110,991 10,743 — 127,034 Sales to Unaffiliated Customers 2021 2,368,347 2,464,312 757,779 — $ 5,590,438 2020 2,229,859 1,991,474 1,016,110 — 5,237,443 2019 2,208,574 2,097,880 1,067,753 — 5,374,207 (Loss) / Income Before Income Taxes 2 2021 252,824 218,345 44,195 ( 676,346 ) $ ( 160,982 ) 2020 278,443 176,809 71,737 ( 271,397 ) 255,592 2019 207,408 244,982 73,002 ( 144,626 ) 380,766 Identifiable Assets 3 2021 1,956,688 1,971,293 886,647 258,607 $ 5,073,235 2020 1,926,294 1,805,388 1,018,091 527,486 5,277,259 2019 1,950,127 1,736,734 1,287,281 152,147 5,126,289 Depreciation, Depletion and Amortization 4 2021 98,737 96,084 44,265 — $ 239,086 2020 109,310 94,801 51,248 — 255,359 2019 107,948 86,861 44,331 — 239,140 Capital Expenditures 2021 60,532 150,225 22,780 22,482 $ 256,019 2020 59,040 87,549 24,701 22,837 194,127 2019 61,787 112,852 14,204 7,091 195,934 1 Intersegment sales are recorded at a market-related transfer price. 2 Included in Corporate above are interest expense, interest income, restructuring/asset impairment charges, property insurance settlement gains, non-operating pension costs, acquisition/divestiture-related charges, and other non-operational income and expenses associated with the following segments: Consumer Packaging Industrial Paper Packaging All Other Corporate Total 2021 $ 4,197 $ ( 3,056 ) $ 5,343 $ 669,862 $ 676,346 2020 100,166 33,450 27,835 109,946 271,397 2019 40,831 5,491 1,828 96,476 144,626 The remaining amounts reported as Corporate consist of interest expense, interest income, non-operating pension costs, 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. F-38 FORM 10-K SONOCO 2021 ANNUAL REPORT Geographic regions Sales to unaffiliated customers and long-lived assets by geographic region are as follows: 2021 2020 2019 Sales to Unaffiliated Customers United States $ 3,650,090 $ 3,411,263 $ 3,408,459 Europe 941,655 1,055,830 1,078,766 Canada 212,272 181,425 226,049 Asia Pacific 401,003 316,670 350,259 Other 385,418 272,255 310,674 Total $ 5,590,438 $ 5,237,443 $ 5,374,207 Long-lived Assets United States $ 2,078,342 $ 2,016,185 $ 2,177,918 Europe 545,211 673,725 648,648 Canada 104,913 102,932 107,470 Asia Pacific 157,084 163,393 160,740 Other 68,949 51,001 64,043 Total $ 2,954,499 $ 3,007,236 $ 3,158,819 Sales are attributed to countries/regions based upon the plant location from which products are shipped. Long-lived assets are comprised of property, plant and equipment, goodwill, intangible assets and investment in affiliates (see Notes 6 and 8). 19. 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, 2021 and 2020: Foreign Currency Items Defined Benefit Pension Items Gains and Losses on Cash Flow Hedges Accumulated Other Comprehensive Loss Balance at December 31, 2019 $ ( 241,994 ) $ ( 574,413 ) $ ( 396 ) $ ( 816,803 ) Other comprehensive income/(loss) before reclassifications 60,336 ( 10,480 ) ( 2,952 ) 46,904 Amounts reclassified from accumulated other comprehensive loss to net income ( 12,366 ) 22,146 3,278 13,058 Amounts reclassified from accumulated other comprehensive loss to fixed assets — — ( 1 ) ( 1 ) Other comprehensive income/(loss) 47,970 11,666 325 59,961 Balance at December 31, 2020 $ ( 194,024 ) $ ( 562,747 ) $ ( 71 ) $ ( 756,842 ) Other comprehensive (loss)/income before reclassifications ( 75,052 ) 49,145 7,589 ( 18,318 ) Amounts reclassified from accumulated other comprehensive loss to net loss — 422,205 ( 6,258 ) 415,947 Amounts reclassified from accumulated other comprehensive loss to fixed assets — — ( 212 ) ( 212 ) Other comprehensive (loss) income ( 75,052 ) 471,350 1,119 397,417 Balance at December 31, 2021 $ ( 269,076 ) $ ( 91,397 ) $ 1,048 $ ( 359,425 ) F-39 FORM 10-K SONOCO 2021 ANNUAL REPORT 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, 2021 and 2020: Details about Accumulated Other Comprehensive Loss Components Year Ended December 31, 2021 Year Ended December 31, 2020 Affected Line Item in the Consolidated Statements of Net Income Foreign currency items Amounts reclassified to net (loss)/income $ — $ 12,366 Loss on divestiture of business,net — 12,366 Net (loss)/income Defined benefit pension items (see Note 13) Effect of settlement loss ( 550,706 ) ( 854 ) Non-operating pension cost Effect of curtailment loss — ( 32 ) Non-operating pension cost Amortization of defined benefit pension items ( 16,659 ) ( 28,726 ) Non-operating pension cost ( 567,365 ) ( 29,612 ) 145,160 7,466 (Benefit from)/Provision for income taxes ( 422,205 ) ( 22,146 ) Net (loss)/income Gains and losses on cash flow hedges (see Note 10) Foreign exchange contracts 3,212 ( 6,662 ) Net Sales Foreign exchange contracts ( 2,544 ) 3,576 Cost of sales Commodity contracts 7,794 ( 1,213 ) Cost of sales 8,462 ( 4,299 ) (Loss)/Income before income taxes ( 2,204 ) 1,021 (Benefit from)/Provision for income taxes 6,258 ( 3,278 ) Net (loss)/income Total reclassifications for the period $ ( 415,947 ) $ ( 13,058 ) Net (loss)/income The following table summarizes the tax (expense) benefit amounts for the other comprehensive loss components for the years ended December 31, 2021 and 2020: For the year ended December 31, 2021 For the year ended December 31, 2020 Before Tax Amount Tax (Expense) Benefit After Tax Amount Before Tax Amount Tax (Expense) Benefit After Tax Amount Foreign currency items: Other comprehensive (loss)/income before reclassifications (a) $ ( 75,052 ) $ — $ ( 75,052 ) $ 67,917 $ ( 7,581 ) $ 60,336 Amounts reclassified from accumulated other comprehensive loss to net (loss)/income — — — ( 12,366 ) — ( 12,366 ) Gains and losses on foreign currency items: ( 75,052 ) — ( 75,052 ) 55,551 ( 7,581 ) 47,970 Defined benefit pension items: Other comprehensive income/(loss) before reclassifications 63,559 ( 14,414 ) 49,145 ( 13,217 ) 2,737 ( 10,480 ) Amounts reclassified from accumulated other comprehensive loss to net (loss)/income (b) 567,365 ( 145,160 ) 422,205 29,612 ( 7,466 ) 22,146 Net other comprehensive income/(loss) from defined benefit pension items (c) 630,924 ( 159,574 ) 471,350 16,395 ( 4,729 ) 11,666 Gains and losses on cash flow hedges: Other comprehensive income/(loss) before reclassifications 10,249 ( 2,660 ) 7,589 ( 3,823 ) 871 ( 2,952 ) Amounts reclassified from accumulated other comprehensive loss to net (loss)/income ( 8,462 ) 2,204 ( 6,258 ) 4,299 ( 1,021 ) 3,278 Amounts reclassified from accumulated other comprehensive loss to fixed assets ( 289 ) 77 ( 212 ) ( 1 ) — ( 1 ) Net other comprehensive income/(loss) from cash flow hedges 1,498 ( 379 ) 1,119 475 ( 150 ) 325 Other comprehensive income/(loss) $ 557,370 $ ( 159,953 ) $ 397,417 $ 72,421 $ ( 12,460 ) $ 59,961 (a) Other comprehensive (loss)/income from foreign currency items for the year ended December 31, 2020 includes the settlement gain and corresponding tax provision related to the termination of a net investment hedge. See Note 10 for more information. (b) See Note 13 for more information. F-40 FORM 10-K SONOCO 2021 ANNUAL REPORT (c) The net other comprehensive (loss)/income from defined benefit pension items includes pretax changes of $( 32 ) and $ 4 during the years ended December 31, 2021 and 2020, related to one of the Company’s equity method investments. 20. Subsequent Events On January 21, 2022, the Company completed a registered public offering of unsecured notes (the "Notes") with an aggregate principal amount of $ 1,200,000 . The Notes consisted of the following: Principal Amount Interest Rate Maturity 2025 Notes $ 400,000 1.800 % February 1, 2025 2027 Notes 300,000 2.250 % February 1, 2027 2032 Notes 500,000 2.850 % February 1, 2032 Total $ 1,200,000 The Notes are the Company’s senior unsecured obligations and rank equal in right of payment to the Company’s other senior unsecured debt from time to time outstanding. The Indenture contains certain covenants with respect to the Company that, among other things, restrict the entry into secured indebtedness, sale and leaseback transactions and certain mergers, consolidations and transfers of all or substantially all of the Company’s assets. Also on January 21, 2022, the Company entered into a $ 300,000 term loan facility (the "Term Loan Facility") with a syndicate of eight banks. The full $ 300,000 was drawn from this facility on January 26, 2022, and the proceeds used to partially fund the acquisition of Ball Metalpack. The unsecured loan has a three-year term. Interest is assessed at the Secured Overnight Financing Rate (SOFR) plus a margin based on a pricing grid that uses the registrant’s credit ratings. The current SOFR margin is 122.5 basis points. There is no required amortization and repayment can be accelerated at any time at our discretion. On January 26, 2022, the Company completed the acquisition of Ball Metalpack, a joint venture owned by Platinum Equity and Ball Corporation, for $ 1,350,000 in cash subject to customary adjustments, including for working capital, cash and indebtedness. Ball Metalpack is a leading manufacturer of sustainable metal packaging for food and household products and the largest aerosol can producer in North America. The acquisition was funded primarily by proceeds from the issuance of the Notes, together with borrowings from the Term Loan Facility and the Company's commercial paper program. Previously part of Ball Corporation, the Ball Metalpack joint venture was formed in 2018 and has approximately 1,300 employees across eight manufacturing locations in the United States and a headquarters facility in Broomfield, Colorado. The Ball Metalpack name will be changed to Sonoco Metal Packaging. Given the timing of completion of the acquisition, the Company is currently unable to provide a preliminary purchase price allocation. Such allocation, as well as any required pro forma financial disclosures required by ASC 805, are expected to be included in the quarterly report on Form 10-Q for the quarter ended April 3, 2022. F-41 FORM 10-K SONOCO 2021 ANNUAL REPORT Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.