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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-28 · 41 added, 50 removed, 149 unchanged (38% of the section changed)

10 unchanged sentences

Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

In conducting management's evaluation as described above, Sonoco Metal Packaging, LLC ("Metal Packaging"), a wholly owned subsidiary acquired in a business combination on January 26, 2022, and S.P.

Holding, Skjern A/S (“Skjern”), a wholly owned subsidiary based in Skjern, Denmark and acquired on November 15, 2022, were excluded.

The operations of Metal Packaging and Skjern represent approximately 14.3% of the Company's consolidated revenues and approximately 14.7% of total assets as of December 31, 2022 in the aggregate.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2022 as stated in their report, which appears at the beginning of Item 8 of this Annual Report on Form 10-K.

9 unchanged sentences

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting occurring during the three months ended December 31, 2021, that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting occurring during the three-month period ended December 31, 2022, that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

5 unchanged sentences

The information set forth in the Company’s definitive Proxy Statement for the annual meeting of shareholders to be held on April 19, 2023, to be filed with the SEC within 120 days after December 31, 2022 (the "Proxy Statement"), under the captions “Proposal 1:

Election of Directors,” and “Delinquent Section 16 Reports,” is incorporated herein by reference.

Election of Directors,” and “Delinquent Section 16(a) Reports,” is incorporated herein by reference.

Information about executive officers of the Company is set forth in Item 1 of this Annual Report on Form 10-K under the caption “Information About our Executive Officers.”

4 unchanged sentences

The audit committee is comprised of the following members:

Whiddon, Chairman;

Theresa Drew;

Eleni Istavridis;

Audit Committee Financial Expert – The Company’s Board of Directors has determined that the Company has at least three “audit committee financial experts,” as that term is defined by Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, serving on its audit committee.

Theresa Drew, Marc D.

Oken, and Thomas E.

Drew, Chairperson;

and Steven L.

Audit Committee Financial Expert – The Company’s Board of Directors has determined that the Company has at least two “audit committee financial experts,” as that term is defined by Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, serving on its audit committee.

Drew and Thomas E.

Whiddon meet the terms of the definition and are independent based on the criteria in the New York Stock Exchange Listing Standards.

29 unchanged sentences

The Sonoco Products Company 2019 Omnibus Incentive Plan (the "2019 Plan") was adopted at the Company’s 2019 Annual Meeting of Shareholders.

The maximum number of shares of common stock that may be issued under this plan was set at 12,000,000 shares, which included all shares remaining under the 2014 Plan.

Awards granted under all previous plans which are forfeited, expire or are cancelled 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.

The maximum number of shares of common stock that may be issued under this plan was set at 12,000,000 shares.

At December 31, 2022, a total of 6,998,566 shares remain available for future grant under the 2019 Plan.

9 unchanged sentences

(a) 1 Financial Statements – The following financial statements are provided under Item 8 – Financial Statements and Supplementary Data of this Annual Report on Form 10-K:

– Report of Independent Registered Public Accounting Fir m (P CAOB ID 238 )

– Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

– Consolidated Balance Sheets as of December 31, 202 2 and 20 21

28 unchanged sentences

Exhibit Index

2-1* Equity Purchase Agreement and Agreement and Plan of Merger, dated December 19, 2021, by and among Sonoco Products Company, Magnet Merger Sub LLC, Ball Metalpack Holding, LLC, PE Spray Holdings, L.P., and Platinum Equity Advisors, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed December 21, 2021).

3-1 Restated Articles of Incorporation, as amended April 23, 2021 (incorporated by reference to Exhibit 3.

1 t o the Registrant's Form 8-K/A filed April 27, 2021 )

3-2 By-Laws of Sonoco Products Company, as amended April 21 , 202 1 (incorporated by reference to Exhibit 3.2 to the Registrant's Form 8-K , filed April 26 , 202 1 )

3-1 Restated Articles of Incorporation, as amended April 2 1 , 202 2 (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed April 2 2 , 202 2 )

3-2 By-Laws of Sonoco Products Company, as amended July 20, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant's Form 8-K, filed July 26, 2022)

4-1 Description of Securities of the Registrant (incorporated by reference to the description in the Registrant's Form 8-A, Amendment 4, filed June 15, 2020)

4-2 Indenture, dated as of June 15, 1991, between Registrant and The Bank of New York, as Trustee (incorporated by reference to Exhib it 4.1 to the Registrant’s Form S-4 (File Number 333-119863))

4-2 Indenture, dated as of June 15, 1991, between Registrant and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-4 (File Number 333-119863))

4-3 Form of Second Supplemental Indenture, including form of 5.75% Notes due 2040, dated as of November 1, 2010, between Sonoco Products Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, (incorporated by reference to Exhibit 4.8 to the Registrant’s Form 8-K filed October 28, 2010)

4-4 Form of Fourth Supplemental Indenture , including form of 5.75% Notes due 2040 , between Sonoco Products Company and T he Bank of New York Mellon Trust Company, N.A.

, as Trustee ( incorporated by reference to Exhibit 4.12 to the Registrant’s Form 8-K filed October 27, 2011)

4-5 Form of Fifth Supplemental Indenture , in cluding form of 3.125% Notes due 2030 , dated as of April 22, 2020, between Sonoco Products Company and T he Bank of New York Mellon Trust Company, N.A.

, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed April 22, 2020)

4-6 Sixth Supplemental Indenture, dated as of January 21, 2022, between Sonoco Products Company and Regions Bank, as T rustee, including Forms of 1.800% Note due 2025, 2.250% Note due 20 2 7 and 2.850% Note due 2032 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed January 21, 2022)

10-1** Sonoco Retirement and Savings Plan , am ended and restated as of January 1, 2 022

4-4 Form of Fourth Supplemental Indenture, including form of 5.75% Notes due 2040, between Sonoco Products Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.12 to the Registrant’s Form 8-K filed October 27, 2011)

4-5 Form of Fifth Supplemental Indenture, including form of 3.125% Notes due 2030, dated as of April 22, 2020, between Sonoco Products Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed April 22, 2020)

4-6 Sixth Supplemental Indenture, dated as of January 21, 2022, between Sonoco Products Company and Regions Bank, as Trustee, including Forms of 1.800% Note due 2025, 2.250% Note due 2027 and 2.850% Note due 2032 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed January 21, 2022)

10-1** Sonoco Retirement and Savings Plan, amended and restated as of January 1, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K, filed February 28, 2022)

10-2** Sonoco Products Company 2008 Long-term Incentive Plan (incorporated by reference to Exhibit 1 to the Company’s Proxy Statement for the Annual Meeting of Shareholders on April 16, 2008)

5 unchanged sentences

10-7** Sonoco Products Company Amended and Restated Trust Agreement for Executives, as of October 15, 2008 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)

10-8** Sonoco Products Company Amended and Restated Directors Deferral Trust Agreement, as of October 15, 2008 (incorporated by reference to Exhibit 10.

5 to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)

10-9** Omnibus Benefit Restoration Plan of Sonoco Products Company, amended and restated as of January 1, 20 22

10-10** Form of Executive Bonus Life Agreement between the Company and certain executive officers (incorporated by reference to Exhibit 10.

2 to the Registrant’s Form 10-Q for the quarter ended September 26, 2004)

10-8** Sonoco Products Company Amended and Restated Directors Deferral Trust Agreement, as of October 15, 2008 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q for the quarter ended September 28, 2008)

10-9** Omnibus Benefit Restoration Plan of Sonoco Products Company, amended and restated as of January 1, 2022 (inc orporated by reference to Ex hibi t 10 .

9 to the Registrant's Form 10-K , filed February 28, 2 022)

10-10** Form of Executive Bonus Life Agreement between the Company and certain executive officers (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended September 26, 2004)

10-11** Description of Stock Appreciation Rights, Restricted Stock Units and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 8, 2017 (incorporated by reference to Registrant’s Form 8-K filed February 14, 2017)

5 unchanged sentences

10-17** Sonoco Products Company 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit One to the Company's Proxy Statement for the Annual Meeting of Shareholders on April 17, 2019)

10-18* Accelerated Share Repurchase agreement with Wells Fargo Bank, NA, dated May 10, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed May 12, 2021)

10-19* Commitment Agreement with Athene, dated June 17, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed June 23, 2021)

10-18* Credit Agreement, dated June 30, 2021, by and among the Company, Bank of America, N.A., and the other parties thereto (as amended) (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended July 4, 2021)

1 unchanged sentence

10-20** Sonoco Products Company Change-In-Control Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed February 11, 2022)

10-21** Sonoco Products Company Executive Officer Severance Plan

10-22** Separation Agreement dated June 13, 2022, by and between Julie C.

Albrecht and Sonoco Products Company (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended July 3, 2022)

10-23* Credit Agreement, dated as of December 2, 2022, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 7, 2022)

21 Subsidiaries of the Registrant

18 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 28 th day of February 2023.

Albrecht /s/ James W.

Albrecht James W.

Vice President and Chief Financial Officer Corporate Controller

/s/ Robert R.

Dillard /s/ Aditya Gandhi

Dillard Aditya Gandhi

Chief Financial Officer Vice President and Chief Accounting Officer

(principal financial officer) (principal accounting officer)

1 unchanged sentence

Coker/President, Chief Executive Officer and Director

Davies /s/ T.J.

Davies/Director T.J.

Drew/Director

Guillemot /s/ R.R.

Guillemot/Director R.R.

Hill, Jr./Director

Istavridis /s/ R.G.

Istavridis/Director R.G.

Kyle/Director

McGarvie /s/ J.M.

McGarvie/Director J.M.

Micali/Director

Nagarajan /s/ M.D.

Nagarajan/Director M.D.

Oken/Director

Whiddon /s/ L.M.

Whiddon/Director L.M.

Yates/Director

Boyd /s/ P.L.

Boyd/Director P.L.

Davies/Director

Drew/Director P.

Guillemot/Director

Hill, Jr./Lead Independent Director E.

Istavridis/Director

Kyle /s/ B.J.

Kyle/Director B.J.

McGarvie/Director

Whiddon/Director

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 9A. Controls and Procedures