What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-28 compared with 2022-02-28 · 490 added, 470 removed, 1350 unchanged (42% of the section changed)

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Sonoco Metal Packaging, LLC (“Metal Packaging”), and S.P.

Holding, Skjern A/S (“Skjern”), from its assessment of internal control over financial reporting as of December 31, 2022, because they were acquired by the Company in purchase business combinations during 2022.

We have also excluded Metal Packaging and Skjern from our audit of internal control over financial reporting.

Metal Packaging and Skjern are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 14.7% and 14.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Definition and Limitations of Internal Control over Financial Reporting

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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.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1 FORM 10-K SONOCO 2022 ANNUAL REPORT

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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;

(ii) a high degree of 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 discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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(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;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecast of sales growth, gross profit margins, and discount rate.

Evaluating management’s significant assumptions related to the forecast of sales growth and gross profit margins involved evaluating whether the significant 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.

and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s discounted cash flow model and (ii) the reasonableness of the discount rate significant assumption.

Valuation of Customer Lists Intangible Asset - Acquisition of Ball Metalpack

As described in Notes 3 and 8 to the consolidated financial statements, on January 26, 2022, the Company completed the acquisition of Ball Metalpack Holding, LLC for $1.35 billion, net of cash acquired.

Identifiable intangible assets acquired as part of the acquisition were $498.0 million, primarily related to customer lists.

The fair value of intangible assets associated with the acquisition was determined using an income valuation approach.

Projecting discounted future cash flows requires management to make significant estimates regarding projected revenues, projected earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, discount rates and customer attrition rates.

The principal considerations for our determination that performing procedures relating to the valuation of the customer lists intangible asset acquired in the Ball Metalpack Holding, LLC acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer lists intangible asset acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, EBITDA margins, discount rate and customer attrition 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 acquisition accounting, including controls over management’s valuation of the customer lists intangible asset.

These procedures also included, among others (i) reading

the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the customer lists intangible asset acquired;

(iii) evaluating the appropriateness of the income valuation approach;

(iv) testing the completeness and accuracy of underlying data used in the income valuation approach;

and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, EBITDA margins, discount rate and customer attrition rate.

Evaluating management’s significant assumptions related to projected revenues and EBITDA margins involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of Ball Metalpack Holding, LLC;

(ii) the consistency with external market and industry data;

and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s income valuation approach and (ii) the reasonableness of the discount rate and customer attrition rate significant assumptions.

/s/ PricewaterhouseCoopers LLP

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Prepaid expenses 76,054 74,034

1,658,677 1,830,547

Total Current Assets 2,361,254 1,658,677

Property, Plant and Equipment, Net 1,710,399 1,297,500

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Accrued taxes 16,905 11,544

1,525,763 1,511,627

Total Current Liabilities 1,743,901 1,525,763

Long-term Debt 2,719,783 1,199,106

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Other Liabilities 38,088 35,911

Commitments and Contingencies

Commitments and Contingencies (Note 16)

Sonoco Shareholders’ Equity

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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

Income/(Loss) before income taxes 571,282 ( 160,982 ) 255,592

Provision for/(Benefit from) income taxes 118,509 ( 67,430 ) 53,030

Income/(Loss) before equity in earnings of affiliates 452,773 ( 93,552 ) 202,562

Equity in earnings of affiliates, net of tax 14,207 10,841 4,679

Net (loss)/income ( 82,711 ) 207,241 292,668

Net income/(loss) 466,980 ( 82,711 ) 207,241

Net (income)/loss attributable to noncontrolling interests ( 543 ) ( 2,766 ) 222

Net (loss)/income attributable to Sonoco $ ( 85,477 ) $ 207,463 $ 291,785

Net income/(loss) attributable to Sonoco $ 466,437 $ ( 85,477 ) $ 207,463

Weighted average common shares outstanding:

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Per common share

Net (loss)/income attributable to Sonoco:

Net income/(loss) attributable to Sonoco:

Basic $ 4.76 $ ( 0.86 ) $ 2.06

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2022 2021 2020

Net (loss)/ income $ ( 82,711 ) $ 207,241 $ 292,668

Other comprehensive income/(loss):

Net income/(loss) $ 466,980 ( 82,711 ) $ 207,241

Other comprehensive (loss)/income:

Foreign currency translation adjustments ( 68,780 ) ( 75,636 ) 46,092

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Change in derivative financial instruments, net of tax ( 1,842 ) 1,119 325

Other comprehensive income/(loss) 396,833 58,083 ( 76,728 )

Other comprehensive (loss)/income ( 70,198 ) 396,833 58,083

Comprehensive income 396,782 314,122 265,324

Net (income)/loss attributable to noncontrolling interests ( 543 ) ( 2,766 ) 222

Other comprehensive loss attributable to noncontrolling interests 584 1,878 838

Other comprehensive (income)/loss attributable to noncontrolling interests ( 460 ) 584 1,878

Comprehensive income attributable to Sonoco $ 395,779 $ 311,940 $ 267,424

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January 1, 2020 $ 1,815,705 100,198 $ 7,175 $ 310,778 $ ( 816,803 ) $ 2,301,532 $ 13,023

Net income 292,668 291,785 883

Other comprehensive loss:

Net income/(loss) 207,241 207,463 ( 222 )

Other comprehensive income/(loss):

Translation gain/(loss) 46,092 47,970 ( 1,878 )

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Derivative financial instruments 1

Other comprehensive loss ( 76,728 ) ( 75,890 ) ( 838 )

Other comprehensive income/(loss) 58,083 59,961 ( 1,878 )

Dividends paid to noncontrolling interests —

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December 31, 2020 $ 1,910,528 100,447 $ 7,175 $ 314,056 $ ( 756,842 ) $ 2,335,216 $ 10,923

Net income 207,241 207,463 ( 222 )

Net (loss)/income ( 82,711 ) ( 85,477 ) 2,766

Other comprehensive income/(loss):

Translation gain/(loss) 46,092 47,970 ( 1,878 )

Translation loss ( 75,636 ) ( 75,052 ) ( 584 )

Defined benefit plan adjustment 1

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Derivative financial instruments 1

Other comprehensive loss 58,083 59,961 ( 1,878 )

Other comprehensive income/(loss) 396,833 397,417 ( 584 )

Dividends ( 179,734 ) ( 179,734 )

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Stock-based compensation 22,608 22,608

Impact of new accounting pronouncements ( 209 ) ( 209 )

Dividends paid to noncontrolling interest ( 1,009 ) ( 1,009 )

December 31, 2021 $ 1,849,541 97,370 $ 7,175 $ 119,690 $ ( 359,425 ) $ 2,070,005 $ 12,096

Net loss ( 82,711 ) ( 85,477 ) 2,766

Other comprehensive income/(loss):

Translation loss ( 75,636 ) ( 75,052 ) ( 584 )

Net income 466,980 466,437 543

Other comprehensive (loss)/income:

Translation (loss)/ income ( 68,780 ) ( 69,240 ) 460

Defined benefit plan adjustment 1

471,350 471,350

Derivative financial instruments 1

Other comprehensive income/(loss) 396,833 397,417 ( 584 )

Dividends paid to noncontrolling interests ( 1,009 ) ( 1,009 )

( 1,842 ) ( 1,842 )

Other comprehensive (loss)/income ( 70,198 ) ( 70,658 ) 460

Purchase of noncontrolling interest ( 13,196 ) ( 7,080 ) ( 6,116 )

Dividends ( 188,259 ) ( 188,259 )

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Cash Flows from Operating Activities

Net (loss)/income $ ( 82,711 ) $ 207,241 $ 292,668

Net income/(loss) $ 466,980 $ ( 82,711 ) $ 207,241

Adjustments to reconcile net income to net cash provided by operating activities:

Asset (gain)/impairment ( 4,082 ) 100,242 25,026

Asset impairment/(gain) 21,444 ( 4,082 ) 100,242

Depreciation, depletion and amortization 308,824 245,184 261,290

Loss on early extinguishment of debt — 20,184 —

Gain on adjustment of environmental reserves — — ( 10,675 )

Share-based compensation expense 31,309 22,608 10,607

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Cash dividends from affiliated companies 8,902 8,660 6,777

Net loss/(gain) on disposition of assets 15 ( 2,752 ) 746

Net (gain)/loss on disposition of assets ( 5,979 ) 15 ( 2,752 )

Net loss on divestiture of business — 2,667 14,516

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Principal repayment of debt ( 285,511 ) ( 628,119 ) ( 886,055 )

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 )

Net (decrease)/increase in commercial paper borrowings ( 349,000 ) 349,000 ( 250,000 )

Net (decrease)/increase in outstanding checks ( 18,529 ) 6,974 20,950

Proceeds from interest rate swap — 4,387 14,480

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Cash dividends – common ( 187,093 ) ( 178,622 ) ( 172,626 )

Purchase of noncontrolling interest ( 14,474 ) — —

Dividends paid to noncontrolling interests — ( 1,009 ) —

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Payments for share repurchases ( 4,547 ) ( 218,085 ) ( 8,483 )

Net cash (used)/provided by financing activities ( 513,543 ) ( 162,874 ) 77,200

Net cash provided/(used) by financing activities 1,294,201 ( 513,543 ) ( 162,874 )

Effects of Exchange Rate Changes on Cash ( 5,354 ) ( 13,097 ) 3,145

(Decrease)/Increase in Cash and Cash Equivalents ( 393,870 ) 419,565 24,894

Increase/(Decrease) in Cash and Cash Equivalents 56,460 ( 393,870 ) 419,565

Cash and cash equivalents at beginning of year 170,978 564,848 145,283

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Income taxes paid, net of refunds $ 122,881 $ 133,610 $ 65,002

Certain prior year amounts reported within net cash provided by operating activities have been revised to conform with the current presentation.

The Notes beginning on page F-7 are an integral part of these consolidated financial statements.

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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.

Investments in affiliated companies in which the Company does not control the investee or in which the Company is not the primary beneficiary but has the ability to exercise significant influence over the investee’s financial and operating decisions, are accounted for by the equity method of accounting.

Income applicable to these equity investments is reported 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 Sheets and totaled $ 59,171 a nd $ 54,356 at December 31, 2022 and 2021, respectively.

These totals include the Compan y’s 19.5 % ownership investment in a small tubes and cores business in Chile and an 18.0 % ownership investment in a small South Carolina based designer and manufacturer of sustainable protective packaging solutions acquired in June 2022.

The Company is not able to exercise significant influence over either of these two equity investments.

Accordingly, the investments, which are not material, are accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes).

On October 13, 2022, the Company completed the sale of its 12.2 % ownership investment in a small paper recycling business in Finland for cash proceeds of $ 3,830 and recognized a gain on the sale of $ 1,242 .

Prior to the sale, this equity investment was accounted for under the measurement alternative.

On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions ("S3") business to Northstar Recycling Company, LLC ("Northstar").

Within the terms of the sale, the Company gains a 2.7 % equity interest in Northstar valued at $ 5,000 .

This investment will be accounted for under the measurement alternative.

See Note 3 for more information.

Affiliated companies over which the Company exercised a significant influence at December 31, 2022, included:

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December 31, 2022

RTS Packaging JVCO 35.0 %

RTS Packaging, LLC 35.0 %

Cascades Conversion, Inc.

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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.

On November 9, 2022, the Company entered into a definitive agreement to purchase the remaining 65 % equity interest in RTS Packaging, LLC.

The transaction is expected to close in the second half of 2023.

See Note 3 for more information.

Estimates and assumptions

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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.

No single customer comprised 10% or more of the Company’s consolidated net sales in 2022, 2021 or 2020, nor did the receivables balance from any single customer comprise 10% or more of the Company’s total trade accounts receivable at December 31, 2022 or December 31, 2021.

F-7 FORM 10-K SONOCO 2022 ANNUAL REPORT

The Company engages with third-party financial institutions to sell certain trade accounts receivable from customers in order to accelerate its cash collection cycle.

In addition, the Company also participates in supply chain finance arrangements promoted by certain of its customers.

Receivables transferred under both these arrangements generally meet the requirements to be accounted for as a true sale in accordance with guidance under Accounting Standards Codification (“ASC”) 860, Transfers and Servicing, resulting in derecognition of such receivables from the Company's consolidated balance sheets.

The sales under these arrangements are made without recourse and the Company's only continuing involvement with the sold receivables is providing collection services related to the transferred assets.

The servicing fees for these arrangements are immaterial to the financial statements given the short-term nature of our arrangements.

In total, approximately 13 % a nd 10 % of the Company's consolidated net sales were settled under these arrangements in 2022 and 2021, respectively.

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.

The Company facilitates a voluntary supply chain financing program (the "SCF 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.

No guarantees are provided by the Company or any of our subsidiaries under the SCF 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.

The Company does not enter into any agreements with suppliers regarding their participation in the SCF Program.

The amount owed to the participating financial institution under the SCF Program and included in "Accounts payable" was $ 52,415 at December 31, 2022 and $ 46,832 at December 31, 2021.

Research and development

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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.

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.

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 pproxim ated 11 % and 15 % of total inventories at December 31, 2022 and 2021, 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.

If the FIFO method of accounting had been used for all inventories, total inventory would have been higher by $ 51,342 and $ 22,900 at December 31, 2022 and 2021, 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.

Property, plant and equipment 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.

When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts, respectively.

Gains or losses upon disposal are credited or charged to income as incurred.

Timber resources are stated at cost.

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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.

Lease contracts with a term of 12 months or less are not recorded on the consolidated balance sheet in conjunction with the Company's practical expedient election under ASC 842 Leases.

Leased assets represent the Company’s right to use an underlying asset during the lease term and are reviewed for impairment whenever events indicate the carrying value may not be recoverable.

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.

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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.

Lease payments may be fixed or variable,

F-8 FORM 10-K SONOCO 2022 ANNUAL REPORT

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 expense is paid during the lease term.

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 using the effective interest method over the lease term and the finance lease asset balance is amortized on a straight-line basis.

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.

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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.

If the sum of the undiscounted expected future cash flows from a long-lived asset, definite-lived intangible, or other 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.

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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.

The Company recognizes liabilities for uncertain income tax positions based on its estimate of whether it is more likely than not that additional taxes will be required and the Company reports related interest and penalties within provision for income taxes on the consolidated statement of income.

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.

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It is the Company’s policy not to speculate in derivative instruments .

F-9 FORM 10-K SONOCO 2022 ANNUAL REPORT

Stock-Based Compensation Plans

The Company utilizes share-based compensation in the form of restricted stock units, performance contingent restricted stock units, and other share-based awards.

The amount of share-based compensation expense associated with performance contingent restricted stock units is based on estimates of future performance using measures defined in the stock plan descriptions for each award granted.

As of December 31, 2022, these performance measures include the following:

• Base earnings per share — three-year sum of forecasted future and historical annual base earnings per share for the three-year measurement period associated with each award;

• Return on invested capital — three-year simple average calculated using the annual returns calculated by dividing 1) net base operating profit after tax (derived from historical or projected base earnings) by 2) the average of total historical or projected debt plus equity for the respective annual periods.

Changes in estimates regarding the future achievement of these performance measures may result in significant fluctuations from period to period in the amount of share-based compensation expense recognized in the Company’s Consolidated Financial Statements.

Pension and Postretirement Benefit 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 actuarial valuations used to evaluate the plans employ key assumptions that can have a significant effect on the calculated amounts.

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 rate of return assumption is derived by taking into consideration the targeted plan asset allocation, projected future returns by asset class and active investment management.

A third-party asset return model is used to develop an expected range of returns on plan investments over a 12 - to 15-year period, with the expected rate of return selected from a best estimate range within the total range of projected results.

The Company periodically re-balances its plan asset portfolio in order to maintain the targeted allocation levels.

The rate of compensation increase assumption is generally based on salary and incentive compensation increases.

Other assumptions and estimates impacting the projected liabilities of these plans include inflation, participant withdrawal and mortality rates and retirement ages.

The Company evaluates the assumptions used in projecting the pension and postretirement liabilities and associated expenses annually.

These judgments, assumptions and estimates may affect the carrying value of pension and postretirement plan net assets and liabilities and pension and postretirement plan expenses in the Company’s Consolidated Financial Statements.

Business combinations

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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.

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 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.

Projecting discounted future cash flows requires the Company to make significant estimates regarding projected revenues, projected earnings before interest, taxes, depreciation, and amortization margins, discount rates and customer attrition rates.

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.

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If the estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired.

For leases in which the acquired business is a lessee, the Company measures the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the Company at the acquisition date.

The Company measures the right-of-use asset at the same amount as the lease liability as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.

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.

The Company identifies its reportable segments by evaluating the level of detail reviewed by the chief operating decision maker and the similarities among operating segments related to 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.

The Company's operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other.

Contingencies

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Amounts so accrued are not discounted.

Changes in estimates and assumptions could impact the carrying value of the accruals from one period to another as additional information becomes known.

F-10 FORM 10-K SONOCO 2022 ANNUAL REPORT

New accounting pronouncements

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, “Business Combinations:

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.” The amendments in this update require that a buyer in a supplier finance program disclose qualitative and quantitative information about its supplier finance programs in each annual reporting period, including a description of key payment terms, and a rollforward of the outstanding obligation as of the end of the annual period.

The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

The Company does not plan to elect early adoption of this update and does not expect this pronouncement to materially affect its consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.” The amendments in this update eliminate the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

The amendments also require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases.

The Company does not expect this pronouncement to materially affect its consolidated financial statements.

In October 2021, the FASB issued 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.

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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.

In March 2020, the FASB issued ASU 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provided 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.

The sunset accounting standard provision associated with ASU 2020-04 was originally set for December 31, 2022;

however, in December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform:

Deferral of the Sunset Date of Topic 848." The expected cessation date of all currencies and tenors of LIBOR is now expected to occur on June 30, 2023.

The objective of the guidance in ASU 2022-06 is to provide temporary relief during the transition period by deferring the sunset date of Topic 848 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.This pronouncement, which was effective as of its December 31, 2022 issuance date, did not have a material impact on the Company's consolidated financial statements.

The Company does not expect that the market transition of LIBOR to SOFR will have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 "Income Taxes, (Topic 740):

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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, 2022, 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

Acquisitions and divestitures

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

On November 15, 2022, the Company completed the acquisition of S.P.

Holding, Skjern A/S ("Skjern"), a privately owned manufacturer of paper based in Skjern, Denmark for $ 88,647 , net of cash acquired.

Skjern produces high-grade paperboard from recycled paper for rigid paper containers, tubes and cores, and other applications.

The acquisition is expected to expand production capacity for the Company’s converting operations and customers throughout Europe.

Goodwill for Skjern, none of which is expected to be deductible for income tax purposes, consists of increased access to certain markets and existing customer relationships.

On August 31, 2022, the Company completed the acquisition of Nordeste Tubetes and NE Tubetes (collectively “Nordeste”), two small tube and core operations in Brazil.

Total consideration for the two businesses was $ 6,518 , including cash paid at closing of $ 3,933 , additional payments in October and November 2022 totaling $ 671 , and deferred payments totaling $ 1,914 expected to be paid over the next six years.

Goodwill for Nordeste, all of which is expected to be deductible for income tax purposes, consists of increased access to certain markets and existing customer relationships.

On January 26, 2022, the Company completed the acquisition of Ball Metalpack Holding, LLC ("Ball Metalpack"), renamed Sonoco Metal Packaging (“Metal Packaging”), a leading supplier of sustainable metal packaging for food and household products and the largest aerosol can producer in North America, for $ 1,348,589 , net of cash acquired.

As previously disclosed, final consideration was subject to customary post-closing adjustments for working capital, cash and indebtedness and was finalized in the second quarter of 2022.

The Company received cash from the sellers totaling $ 14,820 , of which $ 6,924 had been reflected as a receivable at the time of the initial allocation.

Prior to the Company's acquisition, Ball Metalpack was a joint venture formed in 2018 and owned by Platinum Equity ( 51 %) and Ball Corporation ( 49 %).

Metal Packaging consists of eight manufacturing plants in the United States and a headquarters facility in Broomfield, Colorado.

Factors comprising goodwill at Metal Packaging include increased access to certain markets as well as the value of the assembled workforce.

Approximately 81 % of goodwill is expected to be deductible for income tax purposes.

This acquisition fits the Company's strategy of investing in its core businesses as it complements the Company's largest Consumer Packaging franchise, global rigid paper containers, and further expands the Company's sustainable packaging portfolio to include metal packaging.

F-11 FORM 10-K SONOCO 2022 ANNUAL REPORT

The Company's initial preliminary fair values of the assets acquired and the liabilities assumed in the Metal Packaging and Skjern acquisitions, as well as revised preliminary fair values reflecting adjustments made during the measurement period for Metal Packaging, are as follows:

Metal Packaging Skjern

Initial Allocation (a)

Measurement Period Adjustments Revised Allocation Initial Allocation (a)

Trade accounts receivable $ 113,850 $ — $ 113,850 $ 8,055

Other receivables 14,569 ( 43 ) 14,526 193

Inventories 190,070 381 190,451 2,595

Prepaid expenses 44,530 — 44,530 349

Property, plant and equipment 333,496 ( 2,462 ) 331,034 24,334

Goodwill 989 4,108

Right of use asset - operating leases 38,000 — 38,000 28

Other intangible assets 498,000 — 498,000 42,818

Goodwill 366,098 ( 28,987 ) 337,111 29,059

Other net tangible assets 48,069 ( 196 ) 47,873 —

Payable to suppliers ( 105,580 ) — ( 105,580 ) ( 3,466 )

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.

Accrued expenses and other ( 30,671 ) 691 ( 29,980 ) ( 1,173 )

Taxes payable — — — ( 576 )

Notes payable and current portion of long-term debt ( 46,463 ) — ( 46,463 ) —

Noncurrent operating lease liabilities ( 30,448 ) — ( 30,448 ) ( 20 )

Long-term debt ( 39,543 ) — ( 39,543 ) —

Deferred income taxes ( 52,312 ) 22,720 ( 29,592 ) ( 13,549 )

Total purchase price, net of cash acquired $ 1,341,665 $ ( 7,896 ) $ 1,333,769 $ 88,647

(a) The initial allocation represents the Company's preliminary estimates of the fair values for the assets and liabilities assumed during the reporting period the acquisition occurred and is based on information then available.

The measurement period adjustments for Metal Packaging reflect changes to the initially recognized amounts resulting from new information about facts and circumstances that existed as of the acquisition date.

As of December 31, 2022, the Company is continuing to finalize its valuation of certain assets acquired and liabilities assumed in both the Metal Packaging and Skjern acquisitions and expects to complete its measurement period adjustments within one year from their respective dates of acquisition.

The Company has accounted for these acquisitions as business combinations under the acquisition method and has included the results of operations of the acquired businesses in the Company's Consolidated Statements of Income from the respective dates of acquisition.

Financial results for Metal Packaging are included in the Company's Consumer Packaging segment, and financial results for Nordeste and Skjern are included in the Industrial Paper Packaging segment.

The following table presents the financial results for Metal Packaging from the date of acquisition through December 31, 2022:

Supplemental Information January 26 to

Metal Packaging December 31, 2022

Net sales $ 1,035,020

Net income $ 62,777

The following table presents the Company’s pro forma consolidated results for the years ended December 31, 2022 and December 31, 2021, assuming the acquisition of Metal Packaging had occurred on January 1, 2021.

This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2021, nor is it necessarily indicative of future consolidated results.

F-12 FORM 10-K SONOCO 2022 ANNUAL REPORT

Pro Forma Supplemental Information Years Ended

Consolidated December 31, 2022 December 31, 2021

Net sales $ 7,300,140 $ 6,425,771

Net income/(loss) attributable to Sonoco $ 528,818 $ ( 145,570 )

The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company.

Pro forma information for the years ended December 31, 2022 and December 31, 2021 includes adjustments to depreciation, amortization, and income taxes based upon the preliminary fair value allocation of the purchase price to Metal Packaging's tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2021.

Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2021.

Acquisition-related costs of $ 28,171 and charges related to fair value adjustments to acquisition-date inventory of $ 33,155 were recognized during 2022.

These costs are excluded from 2022 pro forma net income and are instead reflected in 2021 pro forma net income as though the acquisition had occurred on January 1, 2021.

The Company completed four acquisitions during 2021 at a net cash cost of $ 20,697 .

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.

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 financial results for each of these acquisitions are included in the Company's Industrial Paper Packaging segment from the respective date acquired.

The Company completed two acquisitions during 2020 at a net cash cost of $ 49,446 .

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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.

The Company does not believe that the results of the businesses acquired in 2021 and 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.

On November 9, 2022 , the Company entered into a definitive agreement to purchase the remaining equity interest in RTS Packaging, LLC ("RTS"), from joint venture partner WestRock Company ("WestRock") and one WestRock paper mill in Chattanooga, Tennessee, for $ 330,000 in cash, subject to customary pricing adjustments.

In January 2023, both the Company and WestRock received a request for additional information and documentary material (a "Second Request") from the Antitrust Division of the U.S.

Department of Justice (the "DOJ").

Issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), until 30 days after the Company and WestRock have each substantially complied with the Second Request, unless the period for review is extended voluntarily by the parties and the DOJ or is terminated earlier by the DOJ.

The Company anticipates completing the transaction in the second half of 2023, subject to the satisfaction or waiver of the closing conditions contained in the purchase agreement, including the expiration or early termination of waiting periods or extensions t hereof under the HSR Act.

Upon completion of the transaction, the Company will own 100% of RTS, which is currently operated as a joint venture between Sonoco ( 35 % ownership interest) and WestRock ( 65 % ownership interest).

The RTS joint venture was formed in 1997 and combined the former protective packaging operations of WestRock and the Company to market solid fiber partitions from recycled paperboard to glass container manufacturers and producers of wine, liquor, food, and pharmaceuticals.

The transaction will give the Company full ownership of fourteen converting operations, including ten in the United States, two in Mexico, and two in South America and one paper mill in the United States.

Upon completion of the transaction, approximately 1,100 individuals will become employees of the Company.

The Company expects to fund the acquisition with new borrowings from lenders and cash on hand.

On January 26, 2023, the Company completed the sale of its S3 business, a provider of customized waste and recycling management programs and part of the Company's Industrial Paper Packaging segment, to Northstar for a total sales price of $ 15,338 , including a 2.7 % equity interest in Northstar valued at $ 5,000 .

The Company expects to recognize a gain from the divestiture of this business of approximately $ 11,000 , before tax, in the first quarter of 2023.

On April 4, 2021, the Company completed the sale of its U.S.

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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.

During the quarter ended October 3, 2021, the

F-13 FORM 10-K SONOCO 2022 ANNUAL REPORT

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 .

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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 remaining $ 600 in escrow is expected to be released in 2023, 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.

These sales were not expected to notably affect consolidated operating margin percentages, nor did they represent a strategic shift for the Company that would 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.

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Acquisition- and divestiture-related costs of $ 70,210 , $ 17,722 , and $ 4,671 were incurred in 2022, 2021 and 2020, 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

These costs include legal and professional fees, investment banking fees, representation and warranty insurance premiums, and other transaction costs that are included in "Selling, general, and administrative expenses" in the Company's Consolidated Statements of Income.

The costs incurred in 2022 also include fair value adjustments to acquisition-date inventory totaling $ 33,155 , that are included in "Cost of sales" in the Company's Consolidated Statements of Income.

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.

As such, restructuring costs have been, and are expected to continue 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.

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The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred:

F-14 FORM 10-K SONOCO 2022 ANNUAL REPORT

Year Ended December 31,

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Liability, December 31, 2022 $ 14,677 $ — $ 1,392 $ 16,069

"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 and Termination Benefits" in 2022 include the cost of severance provided to employees terminated as the result of various plant closures, and for approximately 180 employees whose positions were eliminated in conjunction with the Company's ongoing organizational effectiveness efforts.

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.

"Asset Impairment/Disposal of Assets" in 2022 consist primarily of asset impairment charges related to plant closures in the Industrial Paper Packaging and Consumer Packaging segments, including asset impairment charges of $ 3,620 related to Project Horizon.

These charges were partially offset by gains from the sale of previously impaired assets and closed facilities in the Consumer Packaging segment and the "All Other" group of businesses.

Cash proceeds in 2022 relate to the sales of these assets and facilities, including the partial sale of a previously closed paper mill in Canada, part of the Industrial Paper Packaging segment.

"Asset Impairment/Disposal of Assets" in 2021 consist 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 operations.

"Other Costs" in 2022 consist primarily of consulting services and costs related to plant closures including equipment removal, utilities, plant security, property taxes and insurance.

In 2021, "Other Costs" 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 2023 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 also expects to recognize future additional charges totaling approximately $ 8,400 in connection with ongoing consulting services and previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2023.

The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken.

F-15 FORM 10-K SONOCO 2022 ANNUAL REPORT

Other Asset Impairments

The Company recognized other asset impairment charges totaling $ 10,095 for the year ended December 31, 2022.

As a result of exiting our operations in Russia, consisting of two small tube and core plants in the Industrial Paper Packaging segment, other asset impairment charges of $ 9,165 were recognized for the year ended December 31, 2022.

These charges include $ 3,747 of cumulative translation adjustment losses that were reclassified from accumulated other comprehensive income upon completion of the Company's exit from Russia on July 1, 2022.

Total other asset impairment charges for the year ended December 31, 2022 also include $ 930 of fixed asset impairments in the Company's plastics foods operations, part of the Consumer Packaging segment.

These assets were determined to be impaired as the value of their projected undiscounted cash flows was no longer sufficient to recover their carrying value.

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.

These charges consisted of fixed asset impairments totaling $ 2,635 in the Company's plastics foods 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 the projected undiscounted cash flows was determined to no longer be sufficient to recover their carrying value.

These impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income.

Book overdrafts and cash pooling

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.

At December 31, 2022 and 2021, outstanding checks totaling $ 17,986 and $ 36,759 , respectively, were included in “Payable to suppliers” on the Company’s Consolidated Balance Sheets.

In addition, outstanding payroll checks of $ 244 and $ 0 as of December 31, 2022 and 2021, respectively, were included in “Accrued wages and other compensation” on the Company’s Consolidated Balance Sheets.

Changes in these book cash overdrafts are reported as cash flows from financing activities.

The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements.

13 unchanged sentences

Depreciation and depletion expense amounted to $ 216,138 in 2022, $ 189,667 in 2021 and $ 201,004 in 2020.

F-14 FORM 10-K SONOCO 2021 ANNUAL REPORT

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 assessment of the certainty associated with the exercise of various lease renewal, termination, and purchase options included in the Company's lease contracts is performed after contemplating all the relevant facts and circumstances in accordance with guidance under ASC 842.

Most real estate leases, in particular, include one or more options to renew, with renewal terms that typically extend the lease term in increments from one to five years.

The Company's leases do not have any significant residual value guarantees or restrictive covenants.

The Company completed the acquisition of Metal Packaging on January 26, 2022.

The acquisition included both operating and finance lease assets and liabilities.

The acquired operating lease liabilities of $ 33,910 had a weighted average remaining lease maturity term and discount rate of 11.0 years and 2.8 %, respectively, and the acquired finance lease liabilities of $ 46,687 had a weighted average remaining lease maturity term and discount rate of 3.8 years and 7.5 %, respectively, as of the date of the acquisition.

F-16 FORM 10-K SONOCO 2022 ANNUAL REPORT

The following table sets forth the balance sheet location and values of the Company’s lease assets and lease liabilities at December 31, 2022 and December 31, 2021:

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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, 2022:

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Lease Liabilities $ 303,300 $ 102,920 $ 406,220

With the January 2022 acquisition of Ball Metalpack, (see Note 20 - Subsequent Events), the annual maturity of lease liabilities is expected to increase.

F-17 FORM 10-K SONOCO 2022 ANNUAL REPORT

15 unchanged sentences

Modification to leased assets for increase/(decrease) in operating lease liabilities $ 2,807 $ 15,936 ( 9,947 )

Modification to leased assets for increase/(decrease) in finance lease liabilities $ 9,586 $ 14,005 ( 3,177 )

Modification to leased assets for (decrease)/increase in finance lease liabilities $ ( 642 ) $ 9,586 14,005

Termination reclasses to decrease operating lease assets $ ( 4,285 ) $ ( 5,267 ) ( 27,508 )

3 unchanged sentences

Goodwill and other intangible assets

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:

Changes in the carrying amount of goodwill by segment for the year ended December 31, 2022, are as follows:

Industrial Paper

1 unchanged sentence

366,098 34,473 — 400,571

Divestitures ( 1,058 ) — ( 53,039 ) ( 54,097 )

Measurement period adjustments ( 28,987 ) — — ( 28,987 )

1 unchanged sentence

Balance as of December 31, 2022 $ 898,625 $ 394,826 $ 381,860 $ 1,675,311

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.

Goodwill activity reflected under the caption “Acquisitions” relates to the January 26, 2022 acquisition of Metal Packaging, the August 31, 2022 acquisition of Nordeste, and the November 15, 2022 acquisition of Skjern.

Activity reflected under the caption “Measurement period adjustments” relates to the Metal Packaging acquisition.

See Note 3 for additional information.

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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.

Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill of the Plastics - Healthcare and Protexic reporting units are at risk of impairment in the near term if the reporting units' 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-18 FORM 10-K SONOCO 2022 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.

In the annual goodwill impairment analysis completed during the third quarter of 2022, projected future cash flows for the Plastics - Healthcare and Protexic reporting units were discounted at 9.8 % and 9.5 %, respectively, and their estimated fair values were determined to exceed their carrying values by approximately 18.0 % and 18.3 %, respectively.

Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rates for the Plastics - Healthcare and Protexic reporting units would have to be increased to 11.0 % and 11.5 %, respectively, in order for the estimated fair values of the reporting units to fall below their carrying values.

Total goodwill associated with the Plastics - Healthcare and Protexic reporting units were $ 62,607 and $ 29,051 , respectively, at December 31, 2022.

During the time subsequent to the annual evaluation, and at December 31, 2022, 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.

17 unchanged sentences

Other Intangible Assets, Net $ 741,598 $ 278,143

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.

The acquisitions of Metal Packaging in January 2022 and Skjern in November 2022 resulted in the addition of $ 498,000 and $ 42,818 , respectively, of intangible assets, primarily related to customer lists.

These intangibles will be amortized over an average useful life of 14 years.

The fair values of intangible assets associated with these acquisitions were determined using an income valuation approach.

Aggregate amortization expense on intangible assets was $ 80,445 , $ 49,419 and $ 52,899 for the years ended December 31, 2022, 2021 and 2020, respectively.

Amortization expense on intangible assets is expected to approximate $ 80,900 in 2023, $ 74,100 in 2024, $ 63,600 in 2025, $ 60,400 in 2026 and $ 59,000 in 2027 based on intangible assets as of December 31, 2022.

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

Details of the Company's debt at December 31 were as follows:

1 unchanged sentence

$ — $ 349,000

1.00 % Euro loan due May 2021

9.2 % debentures due August 2021

4.375 % debentures due November 2021

3.125 % debentures due May 2030

Syndicated term loan due December 2023 399,246 —

Syndicated term loan due January 2025 299,644 —

1.80 % notes due February 2025

2.25 % notes due February 2027

2.85 % notes due February 2032

3.125 % notes due May 2030

595,911 595,342

5.75 % debentures due November 2040

5.75 % notes due November 2040

536,214 536,182

2 unchanged sentences

Finance lease obligations 102,920 60,282

Other notes 14,424 15,070

Other debt 76,077 14,425

Total debt $ 3,222,223 $ 1,610,663

Less current portion and short-term notes 411,557 455,784

Notes payable and current portion of long-term debt 502,440 411,557

Long-term debt $ 2,719,783 $ 1,199,106

F-19 FORM 10-K SONOCO 2022 ANNUAL REPORT

On December 2, 2022, the Company entered into a $ 400,000 term loan facility (the "December Term Loan Facility") with a syndicate of banks.

The full amount was drawn on December 2, 2022 and will become payable in full on December 1, 2023.

The proceeds from the December Term Loan Facility were used for general corporate purposes, including repayment of certain short-term debt.

Borrowings will bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the forward-looking Secured Overnight Financing Rate ("SOFR") term rate (such borrowings, “Term SOFR Loans”) or (ii) a base rate, plus, in each case, an applicable margin calculated based on the Company’s credit ratings.

The Company has designated its borrowings under the December Term Loan Facility as Term SOFR Loans, and the margin currently applicable to Term SOFR Loans is 1.475 %.

There is no required amortization, and voluntary prepayments of borrowings under the December Term Loan Facility are permissible without penalty, subject to certain conditions, at the Company's discretion.

On January 21, 2022, the Company completed a registered public offering of green bonds with an aggregate principal amount of $ 1,200,000 .

These unsecured notes (the “Notes”) consisted of the following:

Principal Amount Issuance Costs and Discounts Net Proceeds Interest Rate Maturity

2025 Notes $ 400,000 $ ( 2,356 ) $ 397,644 1.800 % February 1, 2025

2027 Notes $ 300,000 $ ( 2,565 ) $ 297,435 2.250 % February 1, 2027

2032 Notes $ 500,000 $ ( 5,220 ) $ 494,780 2.850 % February 1, 2032

Total $ 1,200,000 $ ( 10,141 ) $ 1,189,859

The Notes are 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 governing the Notes contains certain covenants with respect to the Company that, among other things, restrict the entry into additional secured indebtedness, sale and leaseback transactions and certain mergers, consolidations and transfers of all or substantially all of the Company’s assets.

The Company used an amount equal to the net proceeds from the Notes to partially fund the January 26, 2022 acquisition of Metal Packaging.

Also on January 21, 2022, the Company entered into a $ 300,000 three-year term loan facility (the “January 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 Metal Packaging.

Interest is assessed at SOFR plus a margin based on a pricing grid that uses the Company’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 without penalty at the Company's discretion.

Borrowings under the January Term Loan Facility mature on January 27, 2025.

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.

1 unchanged sentence

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 November 7, 2022, the Company borrowed $ 150,000 from the revolving credit facility.

These borrowings were repaid in full on December 2, 2022.

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.

1 unchanged sentence

Principal Amount Tendered Premium and Other Amounts Paid Total Cash

5.75 % debentures due November 2040

5.75 % notes due November 2040

$ 63,206 $ 18,755 $ 81,961

3 unchanged sentences

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.

The Company's 150,000 euro-denominated loan, which bore 1 % annual interest, matured on May 25, 2021, and a U.S.

dollar equivalent cash payment of $ 177,780 was made to settle the debt.

2 unchanged sentences

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:

1 unchanged sentence

Debt maturities by year $ 502,440 $ 14,966 $ 715,332 $ 14,595 $ 301,960

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.

As of December 31, 2022, the Company has scheduled debt maturities through the next twelve months of $ 502,440 .

At December 31, 2022, the Company had $ 227,438 in cash and cash equivalents on hand and $ 750,000 in committed capacity available for drawdown under its revolving credit facility.

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.

1 unchanged sentence

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.

F-20 FORM 10-K SONOCO 2022 ANNUAL REPORT

Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets.

1 unchanged sentence

As of December 31, 2022, 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

Financial instruments and derivatives

3 unchanged sentences

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, 2022 and 2021, 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.

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.

These contracts, which have maturities ranging through December 2024, qualify as cash flow hedges under U.S.

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.

Certain derivative contracts entered into to manage the cost of anticipated purchases of natural gas and aluminum have been designated by the Company as cash flow hedges.

At December 31, 2022, these contracts included natural gas swaps covering approximately 0.2 million MMBTUs, representing approximately 1 % of anticipated natural gas usage in both 2023 and 2024.

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 .

See "Non-Designated Derivatives" below for a discussion of these hedges.

The Company has also designated swap contracts covering 983 metric tons of aluminum as cash flow hedges.

These contracts represent approximately 13 % of anticipated aluminum usage for 2023.

The fair values of the Company’s commodity cash flow hedges netted to a loss position of $( 172 ) at December 31, 2022, and a gain position of $ 1,491 at December 31, 2021.

The amount of the loss included in accumulated other comprehensive loss at December 31, 2022, expected to be reclassified to the income statement during the next twelve months is $( 145 ).

Foreign Currency Cash Flow Hedges

6 unchanged sentences

Czech koruna Purchase 76,927

Turkish lira Purchase 16,776

Canadian dollar Purchase 34,516

Euro Purchase 9,880

Turkish lira Purchase 9,691

Brazilian Real Purchase 7,271

British pound Purchase 6,000

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.

The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a loss position of $( 299 ) at December 31, 2022, and a gain position of $ 336 at December 31, 2021.

Losses of $( 299 ) 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 construction in progress.

As of December 31, 2022 and December 31, 2021, the net positions of these contracts were $( 564 ) and $( 457 ), respectively.

During the twelve months ended December 31, 2022, losses from these hedges totaling $( 875 ) were reclassified from accumulated other comprehensive loss and included in the carrying value of the capitalized expenditures.

Losses of $( 564 ) 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

Non-Designated Derivatives

The Company routinely enters into other derivative contracts which are not designated for hedge accounting treatment under ASC 815.

As such, changes in fair value of these non-designated derivatives are recorded directly to income and expense in the periods that they occur.

F-21 FORM 10-K SONOCO 2022 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):

Foreign Currency Hedges

The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables.

The net currency positions of these non-designated contracts at December 31, 2022, were as follows (in thousands):

Currency Action Quantity

3 unchanged sentences

Turkish lira Purchase 41,625

Thai Baht Purchase 16,436

Canadian dollar Purchase 4,869

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.

Thai Baht Sell ( 15,624 )

Commodity Hedges

The Company has entered into non-designated derivative contracts to manage the cost of anticipated purchases of natural gas.

At December 31, 2022, these contracts consisted of natural gas swaps covering approximately 7.3 million MMBTUs and represented approximately 69 % and 17 % of anticipated usage in North America for 2023 and 2024, respectively.

Interest Rate Hedges

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 fair value of the contracts was a net loss position of $( 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:

The gain is included in “Selling, general and administrative expenses” on the Company's Consolidated Statements of Income for the year ended December 31, 2022.

The fair value of the Company’s non-designated derivatives position was a loss of $( 8,692 ) and a gain of $ 92 at December 31, 2022 and December 31, 2021, respectively.

The following table sets forth the location and fair values of the Company’s derivative instruments at December 31, 2022 and December 31, 2021:

Fair Value at December 31

2 unchanged sentences

Commodity Contracts Prepaid expenses $ 10 $ 1,599

Commodity Contracts Other assets $ 8 $ —

Commodity Contracts Accrued expenses and other $ ( 155 ) $ ( 108 )

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Commodity Contracts Prepaid expenses $ 5 $ 1815

Commodity Contracts Other assets $ 251 $ —

Commodity Contracts Accrued expenses and other $ ( 8,599 ) $ ( 1,132 )

Commodity Contracts Other liabilities $ ( 295 ) $ —

Foreign Exchange Contracts Prepaid expenses $ 115 $ 135

4 unchanged sentences

F-22 FORM 10-K SONOCO 2022 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:

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the year ended December 31, 2022 and December 31, 2021, excluding the gains or losses 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

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Year Ended December 31, 2022

Commodity Contracts $ 1,118 Selling, general and administrative

Commodity Contracts $ 1,831 Cost of Sales

Foreign Exchange Contracts $ 355 Selling, general and administrative

Interest Rate Lock Contracts $ ( 550 ) Selling, general and administrative

Year Ended December 31, 2021

1 unchanged sentence

Foreign Exchange Contracts $ ( 737 ) Selling, general and administrative

Interest Rate Lock Contracts $ ( 550 ) Selling, general and administrative

Year Ended December 31, 2022 Year Ended December 31, 2021

8 unchanged sentences

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 defined as an 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.

Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.

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Level 3 – Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets that are calculated at net asset value per share (NAV) are not required to be categorized within the fair value hierarchy.

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

Description December 31, 2022 Assets measured at NAV (f) Level 1 Level 2 Level 3

Hedge derivatives, net:

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Foreign exchange contracts ( 54 ) — — ( 54 ) —

Interest rate lock contract ( 550 ) — ( 550 ) —

Postretirement benefit plan assets:

6 unchanged sentences

1,099 — — 1,099 —

Real estate funds(f)

Real estate funds(e)

680 680 — — —

1 unchanged sentence

Total postretirement benefit plan assets $ 265,875 $ 40,104 $ 8,504 $ 217,267 $ —

Description December 31, 2020 Assets measured at NAV (g) Level 1 Level 2 Level 3

Description December 31, 2021 Assets measured at NAV (f) Level 1 Level 2 Level 3

Hedge derivatives, net:

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Foreign exchange contracts ( 41 ) — — ( 41 ) —

Interest rate lock contract ( 550 ) — — ( 550 ) —

Postretirement benefit plan assets:

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Short-term investments(d) 1,211 — — 1,211 —

Hedge fund of funds(e) 67 67 — — —

Real estate funds(f) 552 552 — — —

Real estate funds(e) 592 592 — — —

Cash and accrued income 8,920 — 8,920 — —

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Fixed income commingled funds are valued at unit values provided by the investment managers.

F-23 FORM 10-K SONOCO 2021 ANNUAL REPORT

Short-term investments include several money market funds used for managing overall liquidity.

1 unchanged sentence

Commingled funds are valued at unit values provided by the investment managers.

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-24 FORM 10-K SONOCO 2022 ANNUAL REPORT

This category includes investments in real estate funds (including office, industrial, residential and retail).

5 unchanged sentences

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.

As discussed i n Note 10, the Company uses derivatives to mitigate the effect of commodity 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.

6 unchanged sentences

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, 2022, a total of 6,998,566 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.

The Company issues new shares for stock unit conversions and stock appreciation right exercises.

Accounting for share-based compensation

10 unchanged sentences

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.

For awards granted since 2020, 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.

2 unchanged sentences

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.

Officers and directors can elect to defer receipt of RSUs, but key management employees are required to take receipt of the stock issued upon the vest date.

The weighted-average grant-date fair value of RSUs granted was $ 53.55 , $ 57.77 and $ 54.16 per share in 2022, 2021 and 2020, respectively.

The fair value of shares vesting during the year was $ 6,243 , $ 4,063 , and $ 3,277 for 2022, 2021 and 2020, respectively.

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Noncash stock-based compensation associated with restricted stock grants totaled $ 11,113 , $ 8,278 and $ 4,559 for 2022, 2021 and 2020, respectively.

1 unchanged sentence

This cost is expected to be recognized over a weighted-average period of 29 months.

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The activity related to restricted stock units for the year ended December 31, 2022 is as follows:

11 unchanged sentences

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.

3 unchanged sentences

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.

In the event of a change in control, as defined under 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, 2022 is as follows:

10 unchanged sentences

As of December 31, 2022, the 2021 PSCUs to be awarded are estimated to range from 0 to 242,020 units and are tied to the three-year performance period ending December 31, 2023.

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 performance cycle for the 2020 PSCUs was completed on December 31, 2022.

Outstanding stock units of 280,881 units were determined to have been earned.

The fair value of these units was $ 17,052 as of December 31, 2022.

12 unchanged sentences

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 .

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cost will be recognized over the remaining weighted-average vesting period of approximately 2 months.

The SARs granted from 2015 through 2019 vested over three years , with one-third vesting on each anniversary date of the grant, and have 10 -year terms.

All outstanding SARs are vested as of December 31, 2022.

SARs expense was recognized following the graded-vesting method, which resulted in front-loaded expense being recognized during the early years of the required service period.

As of December 31, 2022, there is no unrecognized compensation cost related to nonvested SARs.

Noncash stock-based compensation expense associated with SARs totaled $ 40 , $ 347 , and $ 1,442 for 2022, 2021, and 2020, respectively.

The aggregate intrinsic value of SARS exercised during 2022, 2021, and 2020 was $ 582 , $ 2,575 , and $ 2,771 , 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:

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.

F-26 FORM 10-K SONOCO 2022 ANNUAL REPORT

The activity related to the Company’s SARs for the year ended December 31, 2022 is as follows:

7 unchanged sentences

Exercisable, December 31, 2022 — 764,806 764,806 $ 54.98

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.

The weighted average remaining contractual life for both SARs outstanding and exercisable at December 31, 2022 was 5.1 years.

The aggregate intrinsic value for both SARs outstanding and exercisable at December 31, 2022 was $ 4,292 .

At December 31, 2022, the fair market value of the Company’s stock used to calculate intrinsic value was $ 60.71 per share.

14 unchanged sentences

Outstanding, December 31, 2022 287,015

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.

Compensation deferrals for employees and directors, all of which will be settled in Company stock at retirement, totaled $ 2,256 , $ 2,507 , and $ 2,593 , during 2022, 2021, and 2020, respectively.

F-27 FORM 10-K SONOCO 2022 ANNUAL REPORT

3 unchanged sentences

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.

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:

16 unchanged sentences

Net periodic benefit income $ ( 542 ) $ ( 617 ) $ ( 790 )

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

Retirement Plans Retiree Health and

Life Insurance Plans

6 unchanged sentences

Plan amendments 665 608 — —

Actuarial (gain)/loss ( 138,157 ) 149,264 ( 939 ) 356

Actuarial gain ( 124,982 ) ( 138,157 ) ( 1,825 ) ( 939 )

Benefits paid ( 22,268 ) ( 66,641 ) ( 1,224 ) ( 768 )

17 unchanged sentences

Funded Status of the Plans $ ( 99,718 ) $ ( 97,528 ) $ 1,506 $ 197

F-28 FORM 10-K SONOCO 2022 ANNUAL REPORT

Retirement Plans Retiree Health and

5 unchanged sentences

Noncurrent liabilities ( 120,562 ) ( 157,374 ) ( 364 ) ( 506 )

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:

Net (liability)/asset $ ( 99,718 ) $ ( 97,528 ) $ 1,506 $ 197

Items not yet recognized as a component of net periodic benefit cost that are included in Accumulated Other Comprehensive Loss as of December 31, 2022 and 2021, are as follows:

Retirement Plans Retiree Health and

4 unchanged sentences

$ 115,611 $ 117,769 $ ( 6,437 ) $ ( 6,357 )

F-28 FORM 10-K SONOCO 2021 ANNUAL REPORT

The amounts recognized in Other Comprehensive Loss/(Income) include the following:

6 unchanged sentences

Net settlements/curtailments $ ( 522 ) $ ( 550,706 ) $ ( 886 ) $ — $ — $ —

Reversal of amortization:

Amortization recognized during the period:

Net actuarial (loss)/gain $ ( 6,240 ) $ ( 16,503 ) $ ( 28,833 ) $ 681 $ 744 $ 834

15 unchanged sentences

Settlements in 2022 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.

F-29 FORM 10-K SONOCO 2022 ANNUAL REPORT

Projected benefit payments

8 unchanged sentences

2028-2032 $ 119,072 $ 4,912

F-29 FORM 10-K SONOCO 2021 ANNUAL REPORT

The following tables set forth the major actuarial assumptions used in determining the benefit obligation and net periodic cost:

The following tables set forth the major actuarial assumptions used in determining the benefit obligation and net periodic benefit cost:

Weighted-average assumptions

47 unchanged sentences

Retirement plan assets

The assets of the U.S., U.K., and Canadian defined benefit plans comprise approximately 92 % of the total postretirement benefit plan assets.

Therefore, the following disclosures relate only to the assets of these plans.

The following table sets forth the weighted-average asset allocations of the Company’s retirement plans at 2022 and 2021, by asset category.

12 unchanged sentences

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.

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 Company has adopted investment guidelines for the Active Plan based on asset/liability studies.

Beginning in 2019, the Company accelerated the derisking measures by reallocating plan assets to a more conservative mix of primarily fixed income investments.

The current target allocation (midpoint) for the Active Plan investment portfolio is:

2 unchanged sentences

The equity investments consist of direct ownership and funds and are diversified among U.K.

and international stocks of small and large capitalizations.

and international stocks of small and large capitalization.

The current target allocation (midpoint) for the investment portfolio is:

11 unchanged sentences

Based on current actuarial estimates, the Company anticipates that contributions to its defined benefit plans will be approximately $ 15,000 in 2023.

No assurances can be made about funding requirements beyond 2022, however, as they will depend largely on actual investment returns and future actuarial assumptions.

No assurances can be made about funding requirements beyond 2023, however, as they will depend largely on actual investment returns and future actuarial assumptions, legislative actions, and changes to the Company's benefit offerings.

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.

The plan is comprised of both an elective and non-elective component.

Through December 31, 2021, the plan was 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.

Effective December 31, 2021, the Company's 401(k) matching contribution was increased to 100 % of the first 6 % of pretax and/or Roth compensation contributed by the participant.

Prior to this, the Company had matched 50 % on the first 4 % of such participant contributions.

Participants are immediately fully vested in these matching contributions.

The Company’s expenses related to the plan for 2022, 2021 and 2020 were approximately $ 38,900 , $ 13,900 and $ 13,700 , 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.

The non-elective component of the plan, the Sonoco Retirement Contribution (SRC), was eliminated effective December 31, 2021 and the benefit replaced by the higher matching 401(k) matching contribution discussed above.

The SRC was available to certain employees who were not active participants in the Company’s U.S.

qualified defined benefit pension plan and provided 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 were fully vested after

F-31 FORM 10-K SONOCO 2022 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.

three years of service or upon reaching age 55 , if earlier.

As a result of the termination, the Company recognized no SRC expense in 2022.

Expenses related to the plan for 2021 and 2020 were approximately $ 22,914 and $ 23,505 , respectively.

Cash contributions to the SRC, which were made annually in March following the year in which they were earned, totaled $ 21,948 , $ 22,665 and $ 22,503 in 2022, 2021 and 2020, respectively.

No additional SRC contributions will be made in 2023 or beyond.

The Company also provides retirement and postretirement benefits to certain other non-U.S.

21 unchanged sentences

Leases ( 89,226 ) ( 75,587 )

Outside basis in Metal Packaging ( 74,092 ) —

Gross deferred tax liabilities $ ( 371,651 ) $ ( 269,450 )

3 unchanged sentences

Capital loss carryforwards 3,626 4,050

State loss and credit carryforwards 20,961 21,900

Capitalized research and development costs 45,826 22,875

Employee benefits 42,641 46,503

18 unchanged sentences

A reconciliation of the U.S.

federal statutory tax rate to the actual (benefit from)/provision for income taxes is as follows:

federal statutory tax rate to the actual provision for/(benefit from) income taxes is as follows:

2022 2021 2020

14 unchanged sentences

Other, net ( 4,255 ) ( 0.7 ) % ( 872 ) 0.5 % ( 2,610 ) ( 1.0 ) %

(Benefit from)/Provision for income taxes $ ( 67,430 ) 41.9 % $ 53,030 20.7 % $ 93,269 24.4 %

Provision for/(Benefit from) income taxes $ 118,509 20.7 % $ ( 67,430 ) 41.9 % $ 53,030 20.8 %

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.

The Company has satisfied all installments through 2022 and further reduced the liability by amendment of 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 $ 44,929 .

The remaining obligation of $ 1,795 is included in "Other Liabilities" in the Company's Consolidated Balance Sheet at December 31, 2021.

The remaining obligation of $ 1,366 is included in "Accrued taxes" in the Company's Consolidated Balance Sheet at December 31, 2022.

The change in “Tax examinations including change in reserve for uncertain tax positions” is shown net of associated deferred taxes and accrued interest.

5 unchanged sentences

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.

Of the $ 14,077 of tax credits for 2022, $ 1,245 directly offset the $ 2,851 of GILTI tax, resulting in a net GILTI tax of $ 1,606 .

Of the remainder, $ 6,563 relates to research and development tax credits.

The GILTI tax in 2021 of $ 11,323 was partially offset by GILTI tax credits of $ 7,872 , resulting in a net GILTI tax of $ 3,451 .

The benefits included in "Valuation allowance" include a $ 13,182 net recognized benefit associated with the release of valuation allowance on foreign tax credits due to an increase in the projected foreign source income in future years.

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.

14 unchanged sentences

Of the unrecognized tax benefit balances at December 31, 2022 and December 31, 2021, $ 17,821 and $ 17,425 , respectively, would have an impact on the effective tax rate if ultimately recognized.

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Interest and/or penalties related to income taxes are reported as part of income tax expense.

The Company had $ 859 and $ 875 accrued for interest related to uncertain tax positions at December 31, 2022 and December 31, 2021, 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.

Tax expense for the year ended

F-33 FORM 10-K SONOCO 2022 ANNUAL REPORT

December 31, 2022, includes an interest benefit of $ 16 , which is comprised of an interest benefit of $ 501 related to the adjustment of prior years' items and interest expense of $ 485 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.

1 unchanged sentence

With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2016.

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.

The Company believes that it is reasonably possible that the amount reserved for uncertain tax positions at December 31, 2022 will increase by $ 470 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.

5 unchanged sentences

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.

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 following tables set forth information about revenue disaggregated by primary geographic regions for the years ende d December 31, 2022, 2021 and 2020.

The tables also include a reconciliation of disaggregated revenue with reportable segments.

The Company's reportable segments are aligned by product nature as disclosed in Note 18.

Year Ended December 31, 2022 Consumer Packaging Industrial Paper Packaging All Other Total

14 unchanged sentences

Total $ 2,368,347 $ 2,464,312 $ 757,779 $ 5,590,438

F-34 FORM 10-K SONOCO 2021 ANNUAL REPORT

Year Ended December 31, 2020 Consumer Packaging Industrial Paper Packaging All Other Total

9 unchanged sentences

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.

For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the initial term of the arrangement, and will

F-34 FORM 10-K SONOCO 2022 ANNUAL REPORT

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.

8 unchanged sentences

Beginning balance $ 51,106 $ ( 18,993 ) $ 48,390 $ ( 16,687 )

Acquired as part of a business acquisition 8,107 ( 5,418 ) — —

Revenue deferred or rebates accrued — ( 57,510 ) — ( 36,527 )

2 unchanged sentences

Increases due to rights to consideration for customer specific goods produced, but not billed during the period 56,008 — 51,106 —

Transferred to receivables from contract assets recognized at the beginning of the period ( 48,390 ) — ( 56,364 ) —

Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business acquisition ( 59,213 ) — ( 48,390 ) —

Ending balance $ 56,008 $ ( 22,423 ) $ 51,106 $ ( 18,993 )

7 unchanged sentences

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 $ 1,975 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, 2022 and 2021, the Company's accrual for environmental contingencies related to the Spartanburg site totaled $ 5,425 and $ 5,555 , 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.

The Company cannot currently estimate its potential liability, damages or range of potential loss, if any, beyond the amounts 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.

7 unchanged sentences

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.

As of December 31, 2022, 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:

These purchase commitments require the Company to make total payments of approx imately $ 217,920 , as follows:

$ 125,411 in 2023;

$ 50,172 in 2024;

$ 1,419 in 2024, $ 1,301 in 2025, and a total of $ 0 from 2026 through 2030.

$ 41,068 in 2025;

$ 1,269 in 2026, and a total of $ 0 from 2027 through 2031.

F-35 FORM 10-K SONOCO 2022 ANNUAL REPORT

Shareholders’ equity and earnings per share

1 unchanged sentence

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.

Following several transactions in 2021, a total of $ 137,972 remained available for share repurchases under this authorization as of December 31, 2021 and December 31, 2022.

No shares were purchased under this authorization during 2022.

On May 6, 2021, the Company repurchased approximately 53,500 shares for $ 3,615 from a private stockholder based upon the average closing 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.

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 an estimated average repurchase price 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").

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.

Pursuant to the ASR Agreement, the financial institution elected to accelerate the settlement of the transaction in two tranches.

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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.

The costs of these share repurchases were allocated to "Capital in excess of stated value" on the Company's Consolidated Balance Sheet as of the fiscal period ended December 31, 2021.

These repurchases, which are not part of a publicly announced plan or program, totaled 79,347 shares during 2022, 99,824 shares during 2021, and 148,680 shares during 2020, at a cost of $ 4,547 , $ 6,057 and $ 8,483 , respectively.

F-36 FORM 10-K SONOCO 2021 ANNUAL REPORT

Earnings per share

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2022 2021 2020

Net (loss)/income attributable to Sonoco $ ( 85,477 ) $ 207,463 $ 291,785

Net income/(loss) attributable to Sonoco $ 466,437 $ ( 85,477 ) $ 207,463

Weighted average common shares outstanding 97,991 99,608 100,939

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Per common share:

(Loss)/Income available to common shareholders:

Income/(Loss) available to common shareholders:

Basic $ 4.76 $ ( .86 ) $ 2.06

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No adjustments were made to "Net income/(loss) attributable to Sonoco" in the computations of net income/(loss) attributable to Sonoco per common share.

Anti-dilutive securities

Potentially dilutive securities are calculated in accordance with the treasury stock method.

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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):

The average number of shares that were not dilutive and therefore not included in the computation of diluted income/ (loss) per share was as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands):

2022 2021 2020

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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.

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

F-36 FORM 10-K SONOCO 2022 ANNUAL REPORT

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 .

Noncontrolling interests

In April 2015, the Company acquired a 67 % controlling interest in Graffo Paranaense de Embalagens S/A (“Graffo”).

Prior to March 31, 2022, the Company consolidated 100% of Graffo, with the partner's 33 % share included in “Noncontrolling Interests” within the equity section of the balance sheet.

On March 31, 2022, the Company paid $ 14,474 in cash to acquire the remaining 33 % ownership interest from the three noncontrolling partners, which resulted in a $ 6,116 reduction in noncontrolling interest, a $ 7,080 charge to capital in excess of stated value, and a $ 1,278 reduction to accrued expenses and other on the Company's Consolidated Balance Sheet.

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.

The Company's operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other.

The products produced and sold within the Consumer Packaging segment are generally used to package a variety of consumer products and consist primarily of round and shaped rigid paper, steel and plastic containers;

metal and peelable membrane ends, closures, and components;

thermoformed plastic trays;

and high-barrier flexible packaging.

The primary products produced and sold within the Industrial Paper Packaging segment include paperboard tubes, cones, and cores;

paper-based protective packaging;

and uncoated recycled paperboard.

The primary products produced within the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials.

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".

Restructuring charges, asset impairment charges, gains or losses from the divestiture of businesses, insurance settlement gains, acquisition/divestiture-related costs, non-operating pension costs, changes in LIFO inventory reserves, amortization of acquired intangibles, interest expense and interest income, and other non-operational income and expenses are inclu ded in "Income/(Loss) Before Income Taxes" under "Corporate".

F-37 FORM 10-K SONOCO 2022 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.

The following table sets forth financial information about each of the Company's business segments and All Other group of businesses.

Effective January 1, 2022, the Company changed its measure of segment operating profit to exclude amortization of acquisition intangibles.

Accordingly, the segment financial information reported in 2021 and 2020 under "Income/(Loss) Before Income Taxes" and "Depreciation, Depletion and Amortization" have been revised to conform with the current presentation.

Years ended December 31

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2020 2,229,859 1,991,474 1,016,110 — 5,237,443

(Loss) / Income Before Income Taxes 2

Income/(Loss) Before Income Taxes 2

2022 526,028 327,859 65,978 ( 348,583 ) $ 571,282

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Intersegment sales are recorded at a market-related transfer price.

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:

Included in Corporate above are restructuring charges, asset impairment charges, gains or losses from the divestiture of businesses, insurance settlement gains, acquisition/divestiture-related costs, amortization of acquired intangibles, and other non-operational income and expenses associated with the following segments:

Industrial Paper

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2020 ( 126,149 ) ( 41,127 ) ( 47,074 ) ( 109,946 ) ( 324,296 )

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.

The remaining amounts reported as Corporate consist of interest expense, interest income, non-operating pension costs, acquisition/divestiture-related costs, and other non-operational income and expenses not associated with a particular segment.

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.

Depreciation, depletion and amortization incurred at Corporate are allocated to the reportable segments.

Depreciation and depletion incurred at Corporate are allocated to the reportable segments.

F-38 FORM 10-K SONOCO 2022 ANNUAL REPORT

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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).

Long-lived assets are comprised of investments in affiliates, property, plant and equipment, and goodwill and other intangible assets (see Notes 1, 6 and 8).

Accumulated other comprehensive loss

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$ ( 194,024 ) $ ( 562,747 ) $ ( 71 ) $ ( 756,842 )

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

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 )

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Other comprehensive (loss)/income before reclassifications ( 72,987 ) ( 3,471 ) 3,244 ( 73,214 )

Amounts reclassified from accumulated other comprehensive loss to net loss — 422,205 ( 6,258 ) 415,947

Amounts reclassified from accumulated other comprehensive loss to net income 3,747 3,895 ( 5,593 ) 2,049

Amounts reclassified from accumulated other comprehensive loss to fixed assets — — 507 507

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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, 2022 and 2021:

Amount Reclassified from Accumulated Other Comprehensive Loss

Details about Accumulated Other Comprehensive Loss Components Year Ended December 31, 2022 Year Ended December 31, 2021 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

Loss on Russia restructuring (see Note 4) $ ( 3,747 ) $ — Restructuring/Asset impairment charges

( 3,747 ) — Net income/(loss)

Defined benefit pension items (see Note 13)

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Amortization of defined benefit pension items ( 6,472 ) ( 16,659 ) 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

( 6,994 ) ( 567,365 ) Income/(loss) before income taxes

3,099 145,160 Provision for/(Benefit from) income taxes

( 3,895 ) ( 422,205 ) Net income/ (loss)

Gains and losses on cash flow hedges (see Note 10)

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Commodity contracts 6,948 7,794 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

7,556 8,462 Income/(loss) before income taxes

( 1,963 ) ( 2,204 ) Provision for/(Benefit from) income taxes

5,593 6,258 Net income/ (loss)

Amounts reclassified to net income/(loss) from accumulated other comprehensive loss $ ( 2,049 ) $ ( 415,947 ) Net income/ (loss)

The following table summarizes the tax (expense) benefit amounts for the other comprehensive loss components for the years ended December 31, 2022 and 2021:

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For the year ended December 31, 2021

Before Tax Amount Tax (Expense) Benefit After Tax Amount Before Tax Amount Tax (Expense) Benefit After Tax Amount

Before Tax Amount Tax After Tax Amount Before Tax Amount Tax 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

Other comprehensive loss before reclassifications $ ( 72,987 ) $ — $ ( 72,987 ) $ ( 75,052 ) $ — $ ( 75,052 )

Amounts reclassified from accumulated other comprehensive loss to net income/(loss) 3,747 — 3,747 — — —

Net other comprehensive loss from foreign currency items ( 69,240 ) — ( 69,240 ) ( 75,052 ) — ( 75,052 )

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)

Other comprehensive (loss)/ income before reclassifications ( 3,365 ) ( 106 ) ( 3,471 ) 63,559 ( 14,414 ) 49,145

Amounts reclassified from accumulated other comprehensive loss to net income/(loss) (a)

6,994 ( 3,099 ) 3,895 567,365 ( 145,160 ) 422,205

Net other comprehensive income/(loss) from defined benefit pension items (c)

Net other comprehensive income/(loss) from defined benefit pension items (b)

3,629 ( 3,205 ) 424 630,924 ( 159,574 ) 471,350

Gains and losses on cash flow hedges:

Cash flow hedges:

Other comprehensive income/(loss) before reclassifications 4,312 ( 1,068 ) 3,244 10,249 ( 2,660 ) 7,589

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 net income/(loss) ( 7,556 ) 1,963 ( 5,593 ) ( 8,462 ) 2,204 ( 6,258 )

Amounts reclassified from accumulated other comprehensive loss to fixed assets 805 ( 298 ) 507 ( 289 ) 77 ( 212 )

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.

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.

Net other comprehensive (loss)/income from cash flow hedges ( 2,439 ) 597 ( 1,842 ) 1,498 ( 379 ) 1,119

Other comprehensive (loss)/income $ ( 68,050 ) $ ( 2,608 ) $ ( 70,658 ) $ 557,370 $ ( 159,953 ) $ 397,417

(a) See Note 13 for more information.

(b) The net other comprehensive income/(loss) from defined benefit pension items includes pretax changes of $ 1,391 and $( 32 ) during the years ended December 31, 2022 and 2021, related to one of the Company’s equity method investments.

F-40 FORM 10-K SONOCO 2022 ANNUAL REPORT

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data