SONOCO PRODUCTS CO 10-Q

Item 1. Financial Statements. SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Dollars and shares in thousands) July 2, 2023 December 31, 2022* Assets Current Assets Cash and cash equivalents $ 319,216 $ 227,438 Trade accounts receivable, net of allowances 888,190 862,712 Other receivables 122,061 99,492 Inventories, net: Finished and in process 433,031 453,981 Materials and supplies 509,511 641,577 Prepaid expenses 87,867 76,054 2,359,876 2,361,254 Property, Plant and Equipment, Net 1,747,119 1,710,399 Goodwill 1,681,969 1,675,311 Other Intangible Assets, Net 694,762 741,598 Deferred Income Taxes 31,064 29,878 Right of Use Asset-Operating Leases 287,154 296,781 Other Assets 247,044 237,719 Total Assets $ 7,048,988 $ 7,052,940 Liabilities and Equity Current Liabilities Payable to suppliers $ 689,211 $ 818,885 Accrued expenses and other 375,666 405,671 Notes payable and current portion of long-term debt 437,210 502,440 Accrued taxes 17,490 16,905 1,519,577 1,743,901 Long-term Debt, Net of Current Portion 2,716,253 2,719,783 Noncurrent Operating Lease Liabilities 242,383 250,994 Pension and Other Postretirement Benefits 121,524 120,084 Deferred Income Taxes 110,020 107,293 Other Liabilities 39,909 38,088 Commitments and Contingencies Sonoco Shareholders’ Equity Common stock, no par value Authorized 300,000 shares 97,956 and 97,645 shares issued and outstanding at July 2, 2023 and December 31, 2022 , respectively 7,175 7,175 Capital in excess of stated value 145,841 140,539 Accumulated other comprehensive loss ( 373,431 ) ( 430,083 ) Retained earnings 2,512,768 2,348,183 Total Sonoco Shareholders’ Equity 2,292,353 2,065,814 Noncontrolling Interests 6,969 6,983 Total Equity 2,299,322 2,072,797 Total Liabilities and Equity $ 7,048,988 $ 7,052,940 * The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (the “United States” or “U.S.”). See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 3 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) (Dollars and shares in thousands except per share data) Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Net sales $ 1,705,290 $ 1,913,332 $ 3,435,073 $ 3,684,314 Cost of sales 1,347,972 1,526,331 2,703,327 2,925,748 Gross profit 357,318 387,001 731,746 758,566 Selling, general and administrative expenses 170,773 178,962 358,749 369,323 Restructuring/Asset impairment charges 6,057 10,563 34,871 22,705 Gain on divestiture of business and other assets 7,371 — 79,381 — Operating profit 187,859 197,476 417,507 366,538 Non-operating pension costs 3,342 1,677 7,000 3,002 Interest expense 34,284 23,947 68,516 44,528 Interest income 1,944 786 3,506 2,302 Income before income taxes 152,177 172,638 345,497 321,310 Provision for income taxes 40,740 44,599 87,652 79,888 Income before equity in earnings of affiliates 111,437 128,039 257,845 241,422 Equity in earnings of affiliates, net of tax 3,312 3,728 5,168 5,952 Net income 114,749 131,767 263,013 247,374 Net income attributable to noncontrolling interests ( 100 ) ( 95 ) ( 45 ) ( 369 ) Net income attributable to Sonoco $ 114,649 $ 131,672 $ 262,968 $ 247,005 Weighted average common shares outstanding: Basic 98,325 97,999 98,246 97,961 Diluted 98,872 98,686 98,740 98,621 Per common share: Net income attributable to Sonoco: Basic $ 1.17 $ 1.34 $ 2.68 $ 2.52 Diluted $ 1.16 $ 1.33 $ 2.66 $ 2.50 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 4 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (Dollars in thousands) Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Net income $ 114,749 $ 131,767 $ 263,013 $ 247,374 Other comprehensive income/(loss): Foreign currency translation adjustments 21,690 ( 70,314 ) 53,498 ( 69,608 ) Changes in defined benefit plans, net of tax ( 1,763 ) ( 1,928 ) ( 847 ) ( 1,737 ) Changes in derivative financial instruments, net of tax 1,428 ( 2,090 ) 3,942 460 Other comprehensive income/(loss) 21,355 ( 74,332 ) 56,593 ( 70,885 ) Comprehensive income: 136,104 57,435 319,606 176,489 Less: Net income attributable to noncontrolling interests ( 100 ) ( 95 ) ( 45 ) ( 369 ) Less: Other comprehensive loss/(income) attributable to noncontrolling interests 298 524 59 ( 367 ) Comprehensive income attributable to Sonoco $ 136,302 $ 57,864 $ 319,620 $ 175,753 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 5 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (unaudited) (Dollars and shares in thousands) Total Equity Common Shares Capital in Excess of Stated Value Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interests Outstanding Amount December 31, 2022 $ 2,072,797 97,645 $ 7,175 $ 140,539 $ ( 430,083 ) $ 2,348,183 $ 6,983 Net income/(loss) 148,264 148,319 ( 55 ) Other comprehensive income: Translation income 31,808 31,569 239 Defined benefit plan adjustment, net of tax 916 916 Derivative financial instruments, net of tax 2,514 2,514 Other comprehensive income $ 35,238 $ 34,999 $ 239 Dividends ( 48,203 ) ( 48,203 ) Issuance of stock awards 472 485 472 Shares repurchased ( 10,576 ) ( 175 ) ( 10,576 ) Share-based compensation 7,573 7,573 April 2, 2023 $ 2,205,565 97,955 $ 7,175 $ 138,008 $ ( 395,084 ) $ 2,448,299 $ 7,167 Net income 114,749 114,649 100 Other comprehensive income/(loss) Translation income/(loss) 21,690 21,988 ( 298 ) Defined benefit plan adjustment, net of tax ( 1,763 ) ( 1,763 ) Derivative financial instruments, net of tax 1,428 1,428 Other comprehensive income/(loss) $ 21,355 $ 21,653 $ ( 298 ) Dividends ( 50,180 ) ( 50,180 ) Issuance of stock awards 222 1 222 Shares repurchased ( 26 ) — ( 26 ) Share-based compensation 7,637 7,637 July 2, 2023 $ 2,299,322 97,956 $ 7,175 $ 145,841 $ ( 373,431 ) $ 2,512,768 $ 6,969 6 Total Equity Common Shares Capital in Excess of Stated Value Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interests Outstanding Amount December 31, 2021 $ 1,849,541 97,370 $ 7,175 $ 119,690 $ ( 359,425 ) $ 2,070,005 $ 12,096 Net income 115,607 115,333 274 Other comprehensive income/(loss): Translation income/(loss) 706 ( 185 ) 891 Defined benefit plan adjustment, net of tax 191 191 Derivative financial instruments, net of tax 2,550 2,550 Other comprehensive loss $ 3,447 $ 2,556 $ 891 Dividends ( 44,124 ) ( 44,124 ) Issuance of stock awards 377 182 377 Shares repurchased ( 3,410 ) ( 60 ) ( 3,410 ) Share-based compensation 10,689 10,689 Purchase of noncontrolling interest ( 13,196 ) ( 7,080 ) ( 6,116 ) April 3, 2022 $ 1,918,931 97,492 $ 7,175 $ 120,266 $ ( 356,869 ) $ 2,141,214 $ 7,145 Net income 131,767 131,672 $ 95 Other comprehensive loss: Translation loss ( 70,314 ) ( 69,790 ) ( 524 ) Defined benefit plan adjustment, net of tax ( 1,928 ) ( 1,928 ) Derivative financial instruments, net of tax ( 2,090 ) ( 2,090 ) Other comprehensive loss $ ( 74,332 ) $ ( 73,808 ) $ ( 524 ) Dividends ( 48,041 ) ( 48,041 ) Issuance of stock awards 263 13 263 Shares repurchased ( 574 ) ( 10 ) ( 574 ) Share-based compensation 8,377 8,377 July 3, 2022 $ 1,936,391 97,495 $ 7,175 $ 128,332 $ ( 430,677 ) $ 2,224,845 $ 6,716 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 7 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended July 2, 2023 July 3, 2022 Cash Flows from Operating Activities: Net income $ 263,013 $ 247,374 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairments 19,778 9,683 Depreciation, depletion and amortization 163,817 151,944 Share-based compensation expense 15,210 19,065 Equity in earnings of affiliates, net ( 5,168 ) ( 5,952 ) Cash dividends from affiliated companies 6,450 4,369 Net gain on disposition of assets ( 60,111 ) ( 648 ) Net gain on divestiture of business ( 18,436 ) — Pension and postretirement plan expense 8,495 4,826 Pension and postretirement plan contributions ( 7,456 ) ( 30,843 ) Increase in net deferred tax liabilities 1,429 12,657 Change in assets and liabilities, net of effects from acquisitions and foreign currency adjustments: Trade accounts receivable ( 17,254 ) ( 174,064 ) Inventories 148,877 ( 232,734 ) Payable to suppliers ( 130,713 ) 148,319 Prepaid expenses ( 3,258 ) ( 1,539 ) Income taxes payable and other income tax items 1,898 26,447 Accrued expenses and other assets and liabilities ( 37,988 ) 5,561 Net cash provided by operating activities 348,583 184,465 Cash Flows from Investing Activities: Purchases of property, plant and equipment ( 161,690 ) ( 148,917 ) Cost of acquisitions, net of cash acquired — ( 1,333,769 ) Proceeds from the sale of business, net 13,839 — Proceeds from the sale of assets, net 71,853 4,798 Other net investing activities ( 4,431 ) ( 2,376 ) Net cash used in investing activities ( 80,429 ) ( 1,480,264 ) Cash Flows from Financing Activities: Proceeds from issuance of debt 20,071 1,570,137 Principal repayment of debt ( 96,311 ) ( 51,142 ) Net change in commercial paper — ( 91,000 ) Net decrease in outstanding checks ( 441 ) ( 14,599 ) Cash dividends ( 97,689 ) ( 91,525 ) Purchase of noncontrolling interest — ( 14,474 ) Payments for share repurchases ( 10,602 ) ( 3,984 ) Net cash (used in)/provided by financing activities ( 184,972 ) 1,303,413 Effects of Exchange Rate Changes on Cash 8,596 ( 3,596 ) Net Increase in Cash and Cash Equivalents 91,778 4,018 Cash and cash equivalents at beginning of period 227,438 170,978 Cash and cash equivalents at end of period $ 319,216 $ 174,996 Certain prior year amounts reported within net cash provided by operating activities have been revised to conform with the current presentation. See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 8 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 1: Basis of Interim Presentation In the opinion of the management of Sonoco Products Company (the “Company” or “Sonoco”), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein. Certain amounts within “Cash Flows from Operating Activities” in the Condensed Consolidated Statements of Cash Flows for the six-month period ended July 3, 2022 have been reclassified to conform to the current year presentation . Operating results for the three- and six-month periods ended July 2, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Note 2: New Accounting Pronouncements 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 ASU 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, amounts outstanding, and a rollforward of the outstanding obligation. In each interim reporting period, the amount outstanding requires disclosure. 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 adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information, which will be adopted in the first quarter of 2024. The adoption of the new standard did not have a material effect on the condensed consolidated financial statements. During the six-month period ended July 2, 2023, there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a material impact on the Company’s financial statements. Further, at July 2, 2023, there are no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements. Note 3: Acquisitions and Divestitures Acquisitions As previously disclosed, 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 from the Antitrust Division of the U.S. Department of Justice. 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 thereof under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. 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 . 9 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) 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. 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. Skjern’s financial results are included in the Company’s Industrial Paper Packaging segment. The Company’s initial fair value estimates of the assets acquired and the liabilities assumed in the Skjern acquisition, as well as updated preliminary fair value allocations reflecting adjustments made during the measurement period to date, are as follows: Initial Estimate Measurement Period Adjustments Preliminary Allocation Trade accounts receivable $ 8,055 $ — $ 8,055 Other receivables 193 — 193 Inventories 2,595 14 2,609 Prepaid expenses 349 — 349 Property, plant and equipment 24,334 4,921 29,255 Right of use asset - operating leases 28 — 28 Other intangible assets 42,818 ( 3,488 ) 39,330 Goodwill 29,059 ( 1,447 ) 27,612 Payable to suppliers ( 3,466 ) — ( 3,466 ) Accrued expenses and other ( 1,173 ) — ( 1,173 ) Taxes payable ( 576 ) — ( 576 ) Noncurrent operating lease liabilities ( 20 ) — ( 20 ) Deferred income taxes ( 13,549 ) — ( 13,549 ) Total purchase price, net of cash acquired $ 88,647 $ — $ 88,647 The allocation of the purchase price of Skjern to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Preliminary Allocation” in the table above, is based on the Company’s preliminary allocations of their fair value, based on information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to: inventory; property, plant and equipment; goodwill; other intangible assets; and deferred income taxes, and expects to complete its valuations within one year of the date of acquisition. The Company has accounted for this acquisition as a business combination under the acquisition method and has included the results of operations of the acquired business in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. 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 , and deferred payments totaling $ 2,585 . As of July 2, 2023, the remaining deferred payment obligation of $ 1,451 was recognized in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheet and is expected to be paid by the year ended December 31, 2028. 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. The Company has accounted for this acquisition as a business combination under the acquisition method and has included the results of operations of the acquired business in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. 10 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) On January 26, 2022, the Company completed the acquisition of Ball Metalpack Holding, LLC, 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. Prior to the Company’s acquisition of Metal Packaging, Ball Metalpack Holding, LLC 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. During the three-month period ended April 2, 2023, the Company finalized its valuations of the assets and liabilities assumed in the acquisition of Metal Packaging. As a result, the following measurement period adjustments were made to the previously disclosed provisional fair values of assets acquired and liabilities assumed: Measurement Period Adjustments Six Months Ended July 2, 2023 Inventories $ ( 73 ) Property, plant and equipment ( 247 ) Goodwill 439 Accrued expenses and other ( 119 ) Additional cash consideration $ — Factors comprising goodwill include increased access to certain markets as well as the value of the assembled workforce. Approximately 81 % of the goodwill is expected to be deductible for income tax purposes. Metal Packaging’s financial results are included in the Company’s Consumer Packaging segment. The Company has accounted for this acquisition as a business combination under the acquisition method and has included the results of operations of the acquired business in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. The following table presents the unaudited financial results for Metal Packaging from the prior year date of acquisition through the end of the reporting period ending July 3, 2022: Supplemental Information (unaudited) Three Months Ended January 26 to Metal Packaging July 3, 2022 July 3, 2022 Net sales $ 291,332 $ 462,550 Net income $ 30,428 $ 44,447 The following table presents the Company’s estimated unaudited pro forma consolidated results for the three- and six-month periods ended July 3, 2022, assuming the acquisition of Metal Packaging had occurred on January 1, 2021. This unaudited 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. Pro Forma Supplemental Information (unaudited) Three Months Ended Six Months Ended Consolidated July 3, 2022 July 3, 2022 Net sales $ 1,913,322 $ 3,733,902 Net income attributable to Sonoco $ 140,360 $ 305,240 The unaudited 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. Unaudited pro forma information for the three- and six-month periods ended July 3, 2022 includes adjustments to depreciation, amortization, and income taxes based upon the final 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 unaudited pro forma information as if the acquisition had occurred on January 1, 2021. 11 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Metal Packaging acquisition-related costs of $ 53 and $ 1,153 were recognized during the three- and six-month periods ended July 2, 2023, respectively. Metal Packaging acquisition-related costs of $ 4,117 and $ 26,402 were recognized during the three- and six-month periods ended July 3, 2022, respectively, and charges related to fair value adjustments to acquisition-date inventory of $ 8,155 and $ 33,155 were recognized during the three- and six-month periods ended July 3, 2022, respectively. These costs are excluded from 2022 unaudited pro forma net income as though the acquisition had occurred on January 1, 2021. Divestiture of Businesses On July 1, 2023, the Company completed the sale of its U.S. BulkSak businesses, consisting of the manufacturing and distribution of flexible intermediate bulk containers, plastic and fiber pallets, and custom fit liners, to U.S. BulkSak Holdings, LLC for a total cash selling price of $ 20,808 . Cash proceeds totaling $ 16,808 were received on July 3, 2023, after the end of the reporting period, with the remainder held in escrow. As the proceeds were not received as of the end of the accounting period, they are reflected as receivables on the Company’s Condensed Consolidated Balance Sheet as of July 2, 2023 with the current portion of $ 18,808 in “Other receivables” and the non-current portion of $ 2,000 in “Other assets.” Cash proceeds of $ 4,000 will be held in escrow to be released to the Company within 18 months from the date of the sale, pursuant to working capital adjustments and the settlement of any indemnity claims. As a result of this divestiture, the Company wrote off net assets totaling $ 13,437 , including $ 3,333 of allocated goodwill, and recognized an initial pretax gain of $ 7,371 during the six-month period ended July 2, 2023, which is included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. Also on July 1, 2023, the Company agreed to the sale of its Mexico BulkSak business for a total cash selling price of $ 1,500 . The sale of Mexico BulkSak will close at a later date upon the satisfactory completion of certain buyer and seller commitments. On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co. (“Northstar”), for total cash proceeds of $ 13,839 . An additional $ 1,500 of proceeds are being held in escrow and will be released to the Company, pursuant to any indemnification claims, 20 months following the date of the divestiture. These escrow proceeds are included in “Other assets” in the Company’s Condensed Consolidated Balance Sheets as of July 2, 2023. The Company wrote off net assets totaling $ 4,274 as part of the divestiture of the business, including $ 3,042 of allocated goodwill, and recognized a pretax gain of $ 11,065 during the six-month period ended July 2, 2023, which is included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. The Company is also entitled to receive additional proceeds of $ 3,200 in the second quarter of 2024 if certain conditions are met. This contingent consideration will be recognized as additional gain on the sale at the point the contingencies are resolved. In addition, the Company purchased a 2.7 % equity interest in Northstar for $ 5,000 . This investment is being accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). The sales of the S3 and BulkSak businesses did not represent a strategic shift for the Company or have a major effect on its operations or financial results. Consequently, these sales did not meet the criteria for reporting as 12 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) discontinued operations. The cash proceeds from the S3 sale were used for general corporate purposes, as will the proceeds from the BulkSak sale. 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. Sale of Assets With the completion of Project Horizon, the Company’s project to convert the corrugated medium machine in Hartsville, South Carolina, to produce uncoated recycled paperboard, the Company now produces paper exclusively from recycled fibers and no longer requires natural tree fiber for production. Accordingly, on March 29, 2023, the Company sold its timberland properties, approximately 55,000 acres, to Manulife Investment Management for net cash proceeds of $ 70,802 . The Company disposed of assets with a net book value of $ 9,857 as part of the sale, and recognized a pretax gain from the sale of these assets of $ 60,945 during the three months ended April 2, 2023, which is included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. Acquisition and Divestiture-Related Costs Acquisition- and divestiture-related costs totaled $ 4,532 and $ 9,720 during the three- and six-month periods ended July 2, 2023, respectively. These costs include legal and professional fees, investment banking fees, and other transaction costs that are included in “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. Acquisition-related costs totaled $ 12,281 and $ 60,633 during the three- and six-month periods ended July 3, 2022, respectively. These charges, which primarily related to the acquisition of Metal Packaging, included the partial amortization of the fair value step-up of finished goods inventory of $ 8,155 and $ 33,155 , respectively, included in “Cost of sales” in the Company’s Condensed Consolidated Statements of Income, and other acquisition-related charges of $ 4,126 and $ 27,478 , respectively. These other charges consisted primarily of investment banking fees, representation and warranty insurance premiums, legal and professional fees, and other transaction costs and are included in “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. Note 4: Shareholders’ Equity Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Numerator: Net income attributable to Sonoco $ 114,649 $ 131,672 $ 262,968 $ 247,005 Denominator: Weighted average common shares outstanding: Basic 98,325 97,999 98,246 97,961 Dilutive effect of share-based compensation 547 687 494 660 Diluted 98,872 98,686 98,740 98,621 Net income attributable to Sonoco per common share: Basic $ 1.17 $ 1.34 $ 2.68 $ 2.52 Diluted $ 1.16 $ 1.33 $ 2.66 $ 2.50 Cash dividends $ 0.51 $ 0.49 $ 1.00 $ 0.94 No adjustments were made to “Net income attributable to Sonoco” in the computations of net income attributable to Sonoco per common share. 13 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Anti-dilutive Securities Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes the proceeds from the exercise of all dilutive stock appreciation rights (“SARs”) are used to repurchase the Company’s common stock. Certain SARs are not dilutive because either the exercise price is greater than the average market price of the stock during the reporting period or assumed repurchases from proceeds from the exercise of the SARs were anti-dilutive. These SARs may become dilutive in the future if the market price of the Company’s common stock appreciates. The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three- and six-month periods ended July 2, 2023 and July 3, 2022 were as follows (in thousands): Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Anti-dilutive stock appreciation rights 341 374 342 387 Stock Repurchases On April 20, 2021, the Company’s Board of Directors (the “Board”) authorized the repurchase of the Company’s common stock in an aggregate amount of up to $ 350,000 . Following several repurchase transactions in 2021, a total of $ 137,972 remained available for share repurchases under this authorization as of December 31, 2021. No shares were repurchased under this authorization during the year ended December 31, 2022 or the six-month period ended July 2, 2023. The Company regularly repurchases shares of its common stock to satisfy employee tax withholding obligations in association with certain share-based compensation awards. These repurchases, which are not part of a publicly announced plan or program, totaled 175 shares during the six-month period ended July 2, 2023, at a cost of $ 10,602 , and 70 shares during the six-month period ended July 3, 2022, at a cost of $ 3,984 . Dividend Declarations On February 8, 2023, the Board declared a regular quarterly dividend of $ 0.49 per share. This dividend was paid on March 10, 2023 to all shareholders of record as of February 22, 2023. On April 19, 2023, the Board declared a regular quarterly dividend of $ 0.51 per share. This dividend was paid on June 9, 2023 to all shareholders of record as of May 10, 2023. On July 19, 2023, the Board declared a regular quarterly dividend of $ 0.51 per share. This dividend is payable on September 8, 2023 to all shareholders of record as of August 10, 2023. 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 Condensed Consolidated Balance Sheet as of April 3, 2022. Note 5: Restructuring and Asset Impairments Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is continually seeking more cost-effective means and structures to serve its customers and to respond to fundamental changes in its markets. As such, restructuring costs have been, and are expected to be, a recurring component of the Company’s operating costs. The amount of these costs can vary significantly from quarter to quarter and from year to year depending upon the scope, nature, and location of the restructuring activities. 14 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Following are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented: Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Restructuring and restructuring-related asset impairment charges $ 6,057 $ 6,857 $ 34,871 $ 12,610 Other asset impairments — 3,706 — 10,095 Restructuring and asset impairment charges $ 6,057 $ 10,563 $ 34,871 $ 22,705 The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred: Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Severance and termination benefits $ 4,118 $ 2,214 $ 9,634 $ 4,313 Asset impairments 806 787 19,999 1,232 Other costs 1,133 3,856 5,238 7,065 Restructuring and restructuring-related asset impairment charges $ 6,057 $ 6,857 $ 34,871 $ 12,610 The table below sets forth restructuring and restructuring-related asset impairment charges by reportable segment: Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Consumer Packaging $ 1,928 $ 2,544 $ 3,504 $ 4,179 Industrial Paper Packaging 1,987 1,007 26,531 2,355 All Other 2,952 ( 495 ) 4,109 ( 417 ) Corporate ( 810 ) 3,801 727 6,493 Restructuring and restructuring-related asset impairment charges $ 6,057 $ 6,857 $ 34,871 $ 12,610 Restructuring and restructuring-related asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income. The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheets: Severance and Termination Benefits Asset Impairments/ Disposal of Assets Other Costs Total Accrual Activity Liability at December 31, 2022 $ 14,677 $ — $ 1,392 $ 16,069 2023 charges 9,634 19,999 5,238 34,871 Cash payments ( 13,603 ) ( 166 ) ( 4,133 ) ( 17,902 ) Asset writedowns/disposals — ( 19,833 ) — ( 19,833 ) Foreign currency translation 13 — 9 22 Liability at July 2, 2023 $ 10,721 $ — $ 2,506 $ 13,227 “Severance and Termination Benefits” during the first six months of 2023 includes the cost of severance for approximately 240 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, severance related to the closure of the Company’s paper mill in Hutchinson, Kansas, part of the Industrial Paper Packaging segment, and severance related to the closures of several smaller operations. 15 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) “Asset Impairments/Disposal of Assets” during the first six months of 2023 consists primarily of asset impairment charges related to the closure of the Company’s paper mill in Hutchinson, Kansas. “Other Costs” during the first six months of 2023 consists primarily of consulting services, costs related to the closure of the Hutchinson, Kansas paper mill, and the cost of earlier 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 $ 3,900 in connection with 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. Other Asset Impairments Other asset impairment charges recognized during the three- and six-month periods ended July 3, 2022 include net asset impairment charges totaling $ 3,452 and $ 9,165 , respectively, resulting from the Company’s exit from its operations in Russia as a result of the ongoing Russia-Ukraine conflict. These operations consisted of two small tube and core plants in the Company’s Industrial Paper Packaging segment. The 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. Fixed asset impairments totaling $ 254 and $ 930 , respectively, were recognized in the three- and six-month periods ended July 3, 2022, in the Company’s plastics foods operations, part of the Consumer Packaging segment. 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. These impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income. 16 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 6: Accumulated Other Comprehensive Loss The following table summarizes the components of accumulated other comprehensive loss and the changes in the balances of each component of accumulated other comprehensive loss, net of tax as applicable, for the three- and six-month periods ended July 2, 2023 and July 3, 2022: Foreign Currency Items Defined Benefit Pension Items Cash Flow Hedges Accumulated Other Comprehensive Loss Balance at December 31, 2022 $ ( 338,316 ) $ ( 90,973 ) $ ( 794 ) $ ( 430,083 ) Other comprehensive income/(loss) before reclassifications 53,557 ( 3,049 ) 5,369 55,877 Amounts reclassified from accumulated other comprehensive loss to net income — 2,202 ( 1,736 ) 466 Amounts reclassified from accumulated other comprehensive loss to fixed assets — — 309 309 Other comprehensive income/(loss) 53,557 ( 847 ) 3,942 56,652 Balance at July 2, 2023 $ ( 284,759 ) $ ( 91,820 ) $ 3,148 $ ( 373,431 ) Balance at December 31, 2021 $ ( 269,076 ) $ ( 91,397 ) $ 1,048 $ ( 359,425 ) Other comprehensive (loss)/income before reclassifications ( 73,722 ) ( 3,893 ) 3,047 ( 74,568 ) Amounts reclassified from accumulated other comprehensive loss to net income 3,747 2,156 ( 2,199 ) 3,704 Amounts reclassified from accumulated other comprehensive loss to fixed assets — — ( 388 ) ( 388 ) Other comprehensive (loss)/income ( 69,975 ) ( 1,737 ) 460 ( 71,252 ) Balance at July 3, 2022 $ ( 339,051 ) $ ( 93,134 ) $ 1,508 $ ( 430,677 ) 17 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive loss for the three- and six-month periods ended July 2, 2023 and July 3, 2022: Amount Reclassified from Accumulated Other Comprehensive Loss Three Months Ended Six Months Ended Details about Accumulated Other Comprehensive Loss Components July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Affected Line Item in the Condensed Consolidated Statements of Income Foreign currency items Loss on Russia exit (a) $ — $ ( 3,747 ) $ — $ ( 3,747 ) Restructuring/Asset impairment charges Gains/(losses) on cash flow hedges Foreign exchange contracts (b) 2,515 843 3,577 1,866 Net sales Foreign exchange contracts (b) ( 918 ) ( 1,011 ) ( 1,372 ) ( 1,706 ) Cost of sales Commodity contracts (b) — 1,979 ( 32 ) 2,937 Cost of sales 1,597 1,811 2,173 3,097 Income before income taxes Income tax impact ( 292 ) ( 529 ) ( 437 ) ( 898 ) Provision for income taxes 1,305 1,282 1,736 2,199 Net income Defined benefit pension items Effect of settlement loss (c) ( 63 ) ( 74 ) ( 749 ) ( 430 ) Non-operating pension costs Amortization of defined benefit pension items (c) ( 1,132 ) ( 1,255 ) ( 2,203 ) ( 2,426 ) Non-operating pension costs ( 1,195 ) ( 1,329 ) ( 2,952 ) ( 2,856 ) Income before income taxes Income tax impact 302 335 750 700 Provision for income taxes ( 893 ) ( 994 ) ( 2,202 ) ( 2,156 ) Net income Total reclassifications for the period $ 412 $ ( 3,459 ) $ ( 466 ) $ ( 3,704 ) Net income (a) See Note 5 for additional details. (b) See Note 9 for additional details. (c) See Note 11 for additional details. 18 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended July 2, 2023 and July 3, 2022: Three Months Ended July 2, 2023 Three Months Ended July 3, 2022 Before Tax Amount Tax (Expense) Benefit After Tax Amount Before Tax Amount Tax (Expense) Benefit After Tax Amount Foreign currency items: Net other comprehensive income/(loss) from foreign currency items $ 21,988 $ — $ 21,988 $ ( 73,537 ) $ — $ ( 73,537 ) Amounts reclassified from accumulated other comprehensive loss to net income (a) — — — 3,747 — 3,747 Net other comprehensive loss/(income) from foreign currency items 21,988 — 21,988 ( 69,790 ) — ( 69,790 ) Defined benefit pension items: Other comprehensive (loss)/income before reclassifications ( 3,689 ) 1,033 ( 2,656 ) ( 3,907 ) 985 ( 2,922 ) Amounts reclassified from accumulated other comprehensive loss to net income (b) 1,195 ( 302 ) 893 1,329 ( 335 ) 994 Net other comprehensive (loss)/income from defined benefit pension items ( 2,494 ) 731 ( 1,763 ) ( 2,578 ) 650 ( 1,928 ) Gains and losses on cash flow hedges: Other comprehensive income/(loss) before reclassifications 3,344 ( 611 ) 2,733 ( 474 ) 139 ( 335 ) Amounts reclassified from accumulated other comprehensive loss to net income (c) ( 1,597 ) 292 ( 1,305 ) ( 1,811 ) 529 ( 1,282 ) Amounts reclassified from accumulated other comprehensive loss to fixed assets — — — ( 668 ) 195 ( 473 ) Net other comprehensive income/(loss) from cash flow hedges 1,747 ( 319 ) 1,428 ( 2,953 ) 863 ( 2,090 ) Other comprehensive income/ (loss) $ 21,241 $ 412 $ 21,653 $ ( 75,321 ) $ 1,513 $ ( 73,808 ) (a) See Note 5 for additional details. (b) See Note 11 for additional details. (c) See Note 9 for additional details. 19 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the six-month periods ended July 2, 2023 and July 3, 2022: Six Months Ended July 2, 2023 Six Months Ended July 3, 2022 Before Tax Amount Tax (Expense) Benefit After Tax Amount Before Tax Amount Tax (Expense) Benefit After Tax Amount Foreign currency items: Other comprehensive income/(loss) before reclassifications $ 53,557 $ — $ 53,557 $ ( 73,722 ) $ — $ ( 73,722 ) Amounts reclassified from accumulated other comprehensive loss to net income (a) — — — 3,747 — 3,747 Net other comprehensive income/(loss) from foreign currency items 53,557 — 53,557 ( 69,975 ) — ( 69,975 ) Defined benefit pension items: Other comprehensive (loss)/income before reclassifications ( 4,449 ) 1,400 ( 3,049 ) ( 5,183 ) 1,290 ( 3,893 ) Amounts reclassified from accumulated other comprehensive loss to net income (b) 2,952 ( 750 ) 2,202 2,856 ( 700 ) 2,156 Net other comprehensive (loss)/income from defined benefit pension items ( 1,497 ) 650 ( 847 ) ( 2,327 ) 590 ( 1,737 ) Gains and losses on cash flow hedges: Other comprehensive income/(loss) before reclassifications 6,880 ( 1,502 ) 5,378 4,271 ( 1,224 ) 3,047 Amounts reclassified from accumulated other comprehensive loss to net income (c) ( 2,173 ) 437 ( 1,736 ) ( 3,097 ) 898 ( 2,199 ) Amounts reclassified from accumulated other comprehensive loss to fixed assets 401 ( 101 ) 300 ( 552 ) 164 ( 388 ) Net other comprehensive income/(loss) from cash flow hedges 5,108 ( 1,166 ) 3,942 622 ( 162 ) 460 Other comprehensive income/(loss) $ 57,168 $ ( 516 ) $ 56,652 $ ( 71,680 ) $ 428 $ ( 71,252 ) (a) See Note 5 for additional details. (b) See Note 11 for additional details. (c) See Note 9 for additional details. Note 7: Goodwill and Other Intangible Assets Goodwill A summary of the changes in goodwill for the six-month period ended July 2, 2023 is as follows: Consumer Packaging Industrial Paper Packaging All Other Total Goodwill at December 31, 2022 $ 898,625 $ 394,826 $ 381,860 $ 1,675,311 Divestitures — ( 6,375 ) — ( 6,375 ) Foreign currency translation 4,008 8,582 1,451 14,041 Measurement period adjustments 439 ( 1,447 ) — ( 1,008 ) Goodwill at July 2, 2023 $ 903,072 $ 395,586 $ 383,311 $ 1,681,969 Goodwill activity reflected under the caption “Divestitures” relates to the sales of the Company’s S3 business on January 25, 2023 and the BulkSak business on July 1, 2023. Goodwill activity reflected under the caption “Measurement 20 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) period adjustments” relates to the prior year acquisitions of Metal Packaging and Skjern. See Note 3 for additional information. The Company assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. The Company completed its most recent annual goodwill impairment testing during the third quarter of 2022 and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed. The Company’s assessments reflected a number of significant management assumptions and estimates including the Company’s forecast of sales growth, gross profit margins, and discount rates. Changes in these assumptions could materially impact the Company’s conclusions. Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units. Although no reporting units failed the annual impairment test, in management’s opinion the goodwill balances of the Plastics - Healthcare and Protexic reporting units are at risk of impairment in the near term if each 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. At July 2, 2023, the t otal goodwill associated with the Plastics - Healthcare reporting uni t was $ 63,689 and the tot al goodwill associated with the Protexic reporting unit w as $ 29,051 . During the time subsequent to the annual evaluation, and at July 2, 2023, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired. It is management’s opinion that no such events and/or changes in circumstances have occurred. Other Intangible Assets A summary of other intangible assets as of July 2, 2023 and December 31, 2022 is as follows: July 2, 2023 December 31, 2022 Other Intangible Assets, gross: Patents $ 29,300 $ 29,303 Customer lists 1,089,070 1,092,232 Trade names 32,916 34,220 Proprietary technology 56,851 57,720 Other 6,092 6,721 Total Other Intangible Assets, gross $ 1,214,229 $ 1,220,196 Accumulated Amortization: Patents $ ( 18,700 ) $ ( 17,889 ) Customer lists ( 454,590 ) ( 417,034 ) Trade names ( 16,921 ) ( 15,892 ) Proprietary technology ( 26,743 ) ( 25,113 ) Other ( 2,513 ) ( 2,670 ) Total Accumulated Amortization ( 519,467 ) ( 478,598 ) Other Intangible Assets, net $ 694,762 $ 741,598 Other intangible assets, primarily customer lists, with a net book value of $ 2,704 were written off as a result of the divestiture of the BulkSak business on July 1, 2023. See Note 3 for additional information. Other intangible assets are amortized using the straight-line method over their respective useful lives when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets or in relation to the asset’s specific pattern of consumption if management has determined that the straight-line method does not provide a fair approximation of the consumption of benefits. These lives generally range from three to forty years . The Company has no intangible assets with indefinite lives. Aggregate amortization expense was $ 20,539 and $ 20,871 for the three-month periods ended July 2, 2023 and July 3, 2022, respectively, and $ 41,703 and $ 39,671 for the six-month periods ended July 2, 2023 and July 3, 2022, respectively. Amortization expense on other intangible assets is expected to total approximately $ 80,930 in 2023, $ 72,400 in 2024, $ 63,700 in 2025, $ 61,100 in 2026 and $ 59,700 in 2027. 21 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 8: Supply Chain Financing The Company facilitates voluntary supply chain financing programs (the “SCF Programs”) to provide certain of its suppliers with the opportunity to sell receivables due from the Company to the participating financial institutions in the programs. Such sales are conducted at the sole discretion of both the suppliers and the financial institutions on a nonrecourse 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 its subsidiaries under the SCF Programs. The Company’s responsibility under the agreements is limited to making payment to the financial institutions for confirmed invoices based on the terms originally negotiated with its suppliers. Both the Company and the financial institutions have the right to terminate the SCF Programs by providing 30 days prior written notice to the other party. The Company does not enter into any agreements with suppliers regarding their participation in the SCF Programs. The following table sets forth the balance sheet location and values of the Company’s SCF Program obligations at July 2, 2023 and December 31, 2022: Balance Sheet Line Item July 2, 2023 December 31, 2022 Payable to suppliers (a) $ 43,562 $ 52,415 Notes payable and current portion of long-term debt (b) $ — $ 63,448 (a) The payment of these obligations is included in net cash provided by operating activities in the Company’s Condensed Consolidated Statements of Cash Flows. (b) The payment of these obligations is included in net cash used in financing activities in the Company’s Condensed Consolidated Statements of Cash Flows . Note 9: Financial Instruments and Derivatives The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments for which the carrying amount differs from the fair value. July 2, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, net of current portion $ 2,716,253 $ 2,503,676 $ 2,719,783 $ 2,477,884 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 which is considered a Level 2 fair value measurement. Cash Flow Hedges At July 2, 2023 and December 31, 2022, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. These contracts, w hich have maturities ranging to December 2024, qualify as cash flow hedges under U.S. GAAP. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. Cash flows from derivative financial instruments designated as cash flow hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. 22 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) 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 cash flow hedges. At July 2, 2023, these contracts included natural gas swaps covering approximately 0.1 million metric million British thermal units (“MMBTUs”). These contracts represented approximately 1 % o f anticipated usage in North America for both 2023 and 2024. The Company also has certain natural gas hedges that it does not treat as cash flow hedges. See “Non-Designated Derivatives” below for a discussion of these hedges. At July 2, 2023 , the Company has also designated swap contracts covering 447 metric tons of aluminum as cash flow hedges. The fair value of the Company’s commodity cash flow hedges netted to a loss position of $( 287 ) and $( 172 ) at July 2, 2023 and December 31, 2022, respectively. The amount of the loss included in accumulated other comprehensive loss at July 2, 2023 expected to be reclassified to the income statement during the next twelve months is $( 263 ). Foreign Currency Cash Flow Hedges The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales, purchases, and capital spending expected to occur in 2023 and 2024. The net positions of these contracts at July 2, 2023 were as follows (in thousands): Currency Action Quantity Colombian peso purchase 16,298,431 Mexican peso purchase 278,627 Polish zloty purchase 63,454 Czech koruna purchase 36,509 Canadian dollar purchase 17,406 Euro purchase 329 Turkish lira purchase 5,141 Brazilian real purchase 3,924 British pound purchase 3,116 The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $ 4,525 and a loss position of $( 299 ) at July 2, 2023 and December 31, 2022, respectively. Gains of $ 4,525 are expected to be reclassified from accumulated other comprehensive income 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 July 2, 2023 and December 31, 2022, the net position of these contracts was $ 0 and $( 564 ), respectively. During the six-month period ended July 2, 2023, losses from these hedges totaling $( 401 ) were reclassified from accumulated other comprehensive loss into the carrying value of the capitalized expenditures. As of July 2, 2023, no amounts are expected to be reclassified from accumulated other comprehensive loss into the carrying value of the related fixed assets during the next twelve months. Non-Designated Derivatives The Company routinely enters into other derivative contracts which are not designated for hedge accounting treatment under Accounting Standards Codification (“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. Cash flows from derivative financial instruments not designated as hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. 23 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) 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 July 2, 2023, were as follows (in thousands): Currency Action Quantity Indonesian rupiah purchase 13,488,021 Colombian peso purchase 40,325,158 Mexican peso purchase 517,019 Turkish lira purchase 18,366 Canadian dollar purchase 6,420 Euro purchase 3 Commodity Hedges The Company has entered into non-designated derivative contracts to manage the cost of a nticipated purchases of natural gas. At July 2, 2023, these contracts consisted of natural gas swaps covering approximately 6.9 million MMBTUs and represented approximately 77 % and 54 % of anticipated usage for 2023 and 2024, respectively. Interest Rate Hedges Pursuant to the registered public offering of unsecured 2.850 % 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 derivatives were settled when the bonds priced on January 11, 2022, with the Company recognizing a gain on the settlement of $ 5,201 . The gain is included in “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statements of Income for t he six-month period ended July 3, 2022. The fair value of the Company’s non-designated derivatives position was a loss of $( 11,068 ) and $( 8,692 ) at July 2, 2023 and December 31, 2022, respectively. The following table sets forth the location and fair values of the Company’s derivative instruments at July 2, 2023 and December 31, 2022: Description Balance Sheet Location July 2, 2023 December 31, 2022 Derivatives designated as hedging instruments: Commodity Contracts Prepaid expenses $ — $ 10 Commodity Contracts Other assets $ — $ 8 Commodity Contracts Accrued expenses and other $ ( 263 ) $ ( 155 ) Commodity Contracts Other liabilities $ ( 24 ) $ ( 35 ) Foreign Exchange Contracts Prepaid expenses $ 7,174 $ 1,251 Foreign Exchange Contracts Other assets $ — $ — Foreign Exchange Contracts Accrued expenses and other $ ( 2,649 ) $ ( 2,114 ) Derivatives not designated as hedging instruments: Commodity Contracts Prepaid expenses $ 11 $ 5 Commodity Contracts Other assets $ 25 $ 251 Commodity Contracts Accrued expenses and other $ ( 9,440 ) $ ( 8,599 ) Commodity Contracts Other liabilities $ ( 1,073 ) $ ( 295 ) Foreign Exchange Contracts Prepaid expenses $ 115 $ 115 Foreign Exchange Contracts Accrued expenses and other $ ( 706 ) $ ( 169 ) While certain of the Company’s derivative contract arrangements with its counterparties provide for the ability to settle contracts on a net basis, the Company reports its derivative positions on a gross basis. There are no collateral arrangements or requirements in these agreements. 24 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended July 2, 2023 and July 3, 2022, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures: Description Amount of Gain or (Loss) Recognized in OCI on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Derivatives in Cash Flow Hedging Relationships: Three-month period ended July 2, 2023 Foreign Exchange Contracts $ 3,413 Net sales $ 2,515 Cost of sales $ ( 918 ) Commodity Contracts $ ( 69 ) Cost of sales $ — Three-month period ended July 3, 2022 Foreign Exchange Contracts $ ( 1,324 ) Net sales $ 843 Cost of sales $ ( 1,011 ) Commodity Contracts $ 850 Cost of sales $ 1,979 Description Gain or (Loss) Recognized Location of Gain or (Loss) Recognized in Income Statement Derivatives not Designated as Hedging Instruments: Three-month period ended July 2, 2023 Commodity Contracts $ ( 1,809 ) Cost of sales Foreign Exchange Contracts $ 1,935 Selling, general and administrative Three-month period ended July 3, 2022 Commodity Contracts $ 506 Cost of sales Foreign Exchange Contracts $ ( 1,142 ) Selling, general and administrative Three-month period ended July 2, 2023 Three-month period ended July 3, 2022 Description Revenue Cost of sales Revenue Cost of sales Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income $ 2,515 $ ( 918 ) $ 843 $ 968 Gain or (loss) on cash flow hedging relationships: Foreign exchange contracts: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into net income $ 2,515 $ ( 918 ) $ 843 $ ( 1,011 ) Commodity contracts: Amount of gain reclassified from accumulated other comprehensive loss into net income $ — $ — $ — $ 1,979 25 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following tables set forth the effect of the Company’s derivative instruments on financial performance for the six months ended July 2, 2023 and July 3, 2022, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures: Description Amount of Gain or (Loss) Recognized in OCI on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Derivatives in Cash Flow Hedging Relationships: Six-month period ended July 2, 2023 Foreign Exchange Contracts $ 7,026 Net sales $ 3,577 Cost of sales $ ( 1,372 ) Commodity Contracts $ ( 146 ) Cost of sales $ ( 32 ) Six-month period ended July 3, 2022 Foreign Exchange Contracts $ 88 Net sales $ 1,866 Cost of sales $ ( 1,706 ) Commodity Contracts $ 4,183 Cost of sales $ 2,937 Description Gain or (Loss) Recognized Location of Gain or (Loss) Recognized in Income Statement Derivatives not Designated as Hedging Instruments: Six-month period ended July 2, 2023 Commodity Contracts $ ( 11,517 ) Cost of sales Foreign Exchange Contracts $ 4,072 Selling, general and administrative Six-month period ended July 3, 2022 Commodity Contracts $ 7,498 Cost of sales Foreign Exchange Contracts $ 201 Selling, general and administrative Six-month period ended July 2, 2023 Six-month period ended July 3, 2022 Description Revenue Cost of sales Revenue Cost of sales Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income $ 3,577 $ ( 1404 ) $ 1,866 $ 1,231 Gain or (loss) on cash flow hedging relationships: Foreign exchange contracts: Amount of gain/(loss) reclassified from accumulated other comprehensive income into net income $ 3,577 $ ( 1,372 ) $ 1,866 $ ( 1,706 ) Commodity contracts: Amount of gain reclassified from accumulated other comprehensive income into net income $ — $ ( 32 ) $ — $ 2,937 26 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 10: Fair Value Measurements 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. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 – Observable inputs such as quoted market prices in active markets; Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets that are calculated at Net Asset Value per share (“NAV”) are not required to be categorized within the fair value hierarchy. The following table sets forth information regarding the Company’s financial assets and financial liabilities, excluding retirement and postretirement plan assets, measured at fair value on a recurring basis: Description July 2, 2023 Assets measured at NAV Level 1 Level 2 Level 3 Hedge derivatives, net: Commodity contracts $ ( 287 ) $ — $ — $ ( 287 ) $ — Foreign exchange contracts $ 4,525 $ — $ — $ 4,525 $ — Non-hedge derivatives, net: Commodity contracts $ ( 10,477 ) $ — $ — $ ( 10,477 ) $ — Foreign exchange contracts $ ( 591 ) $ — $ — $ ( 591 ) $ — Description December 31, 2022 Assets measured at NAV Level 1 Level 2 Level 3 Hedge derivatives, net: Commodity contracts $ ( 172 ) $ — $ — $ ( 172 ) $ — Foreign exchange contracts $ ( 863 ) $ — $ — $ ( 863 ) $ — Non-hedge derivatives, net: Commodity contracts $ ( 8,638 ) $ — $ — $ ( 8,638 ) $ — Foreign exchange contracts $ ( 54 ) $ — $ — $ ( 54 ) $ — Interest rate lock contract $ — $ — $ — $ — $ — As discussed in Note 9, 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. None of the Company’s financial assets or liabilities are measured at fair value using significant unobservable inputs. There were no transfers in or out of Level 1 or Level 2 fair value measurements during the three- and six-month periods ended July 2, 2023. The Company measures certain non-financial assets and non-financial liabilities at fair value on a non-recurring basis. See Note 3 for a discussion of assets acquired and liabilities assumed in acquisitions and Note 5 for a discussion of asset impairments associated with restructuring activities. The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at July 2, 2023 or December 31, 2022. 27 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 11: Employee Benefit Plans Retirement Plans and Retiree Health and Life Insurance Plans The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, Greece, France, and Turkey. The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements. The components of net periodic benefit cost/(income) include the following: Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Retirement Plans Service cost $ 692 $ 837 $ 1,379 $ 1,663 Interest cost 4,398 2,671 8,692 5,381 Expected return on plan assets ( 2,298 ) ( 2,278 ) ( 4,742 ) ( 5,143 ) Amortization of prior service cost 227 232 446 453 Amortization of net actuarial loss 1,102 1,181 2,147 2,316 Effect of settlement loss 63 74 749 430 Net periodic benefit cost $ 4,184 $ 2,717 $ 8,671 $ 5,100 Retiree Health and Life Insurance Plans Service cost $ 53 $ 79 $ 115 $ 161 Interest cost 124 66 256 130 Expected return on plan assets ( 78 ) ( 110 ) ( 157 ) ( 222 ) Amortization of net actuarial gain ( 197 ) ( 158 ) ( 390 ) ( 343 ) Net periodic benefit income $ ( 98 ) $ ( 123 ) $ ( 176 ) $ ( 274 ) Settlement Charges The Company recognized settlement ch arges of $ 749 and $ 430 during the six-month periods ended July 2, 2023 and July 3, 2022, respectively. These charges resulted from payments made to certain participants in the Company’s non-union Canadian pension plan who elected a lump sum distribution option upon retirement. Additional settlement charges related to the Canadian pension plans may be recognized over the remainder of 2023 as a result of ongoing lump-sum distributions. Contributions The Company made aggregate contributions of $ 7,456 and $ 8,895 to its defined benefit retirement and retiree health and life insurance plans during the six-month periods ended July 2, 2023 and July 3, 2022, respectively. The Company expects to make additional aggregate contributions of approximately $ 7,000 to its defined benefit retirement and retiree health and life insurance plans over the remainder of 2023. Sonoco Retirement and Savings Plan The Sonoco Retirement and Savings Plan is a defined contribution retirement plan provided for certain of the Company’s U.S. employees. The plan is comprised of both an elective and non-elective component. The elective component of the plan, which is designed to meet the requirements of Section 401(k) of the Internal Revenue Code, allows participants to set aside a portion of their wages and salaries for retirement and encourages saving by matching a portion of their contributions with contributions from the Company. The plan provides for participant contributions of 1 % to 100 % of gross pay. Effective December 31, 2021, the Company’s match on elective contributions to the plan increased from 50 % of the first 4 % of compensation contributed by participants to 100 % of the first 6 % as a result of changes to the plan, described below. 28 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The non-elective component of the plan, the Sonoco Retirement Contribution (“SRC”), was eliminated effective December 31, 2021. The SRC provided for an annual Company contribution equal to 4 % of the participant’s eligible pay plus 4 % of eligible pay in excess of the social security wage base to eligible participant accounts. The Company made SRC contributions totaling $ 21,948 during the six-month period ended July 3, 2022 related to the 2021 fiscal year. No additional SRC contributions will occur. Note 12: Income Taxes The Company’s effective tax rates for the three- and six-month periods ended July 2, 2023 were 26.8 % and 25.4 %, respectively, and its rates for the three- and six-month periods ended July 3, 2022 were 25.8 % and 24.9 %, respectively. The Company’s effective tax rates varied from the U.S. statutory rate due primarily to rate differences between U.S. and non-U.S. jurisdictions and the relative amounts earned in those jurisdictions, state income taxes, and discrete tax adjustments that were not consistent year over year. The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years prior to 2017. The Company’s reserve for uncertain tax benefits has increased by $ 1,494 since December 31, 2022 due primarily to an increase in reserves related to existing tax positions. The Company believes that it is reasonably possible that the amount reserved for unrecognized tax benefits at July 2, 2023 could increase by approximately $ 860 over the next twelve months. Although the Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental, management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the Company’s effective tax rate may fluctuate significantly on a quarterly basis. The Company has operations and pays taxes in many countries outside of the U.S. and taxes on those earnings are subject to varying rates. The Company is not dependent upon the favorable benefit of any one jurisdiction to an extent that the loss of such benefit would have a material effect on the Company’s overall effective tax rate. Note 13: Leases The Company routinely enters into leasing arrangements for real estate (including manufacturing facilities, office space, and warehouses), transportation equipment (automobiles, forklifts, and trailers), and office equipment (copiers and postage machines). The assessment of the certainty associated with the exercise of various lease renewal, termination, and purchase options included in the Company’s lease contracts is performed after contemplating all the relevant facts and circumstances in accordance with guidance under ASC 842 - “Leases.” Most of the Company’s 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. As the implicit rate in the Company’s leases is normally not readily determinable, the Company generally calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations. The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years. On January 26, 2022, the Company completed the acquisition of Metal Packaging, which included the acquisition of $ 33,910 in operating lease liabilities and $ 46,687 in finance lease liabilities as of the date of acquisition. 29 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table sets forth the balance sheet location and aggregate values of the Company’s lease assets and lease liabilities at July 2, 2023 and December 31, 2022: Classification Balance Sheet Location July 2, 2023 December 31, 2022 Lease Assets Operating lease assets Right of Use Asset - Operating Leases $ 287,154 $ 296,781 Finance lease assets Other Assets 100,269 103,467 Total lease assets $ 387,423 $ 400,248 Lease Liabilities Current operating lease liabilities Accrued expenses and other $ 50,838 $ 52,306 Current finance lease liabilities Notes payable and current portion of debt 19,875 19,015 Total current lease liabilities $ 70,713 $ 71,321 Noncurrent operating lease liabilities Noncurrent Operating Lease Liabilities $ 242,383 $ 250,994 Noncurrent finance lease liabilities Long-term Debt, Net of Current Portion 79,124 83,905 Total noncurrent lease liabilities $ 321,507 $ 334,899 Total lease liabilities $ 392,220 $ 406,220 Certain of the Company’s leases include variable costs. Variable costs include lease payments that were volume or usage-driven in accordance with the use of the underlying asset, and also non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the right of use assets recorded on the balance sheet were determined based upon factors considered at the commencement date of the leases, subsequent changes in the rate or index that were not contemplated in the right of use asset balances recorded on the balance sheet result in variable expenses being incurred when paid during the lease term. The following table sets forth the components of the Company’s total lease cost for the three- and six-month periods ended July 2, 2023 and July 3, 2022: Three Months Ended Six Months Ended Lease Cost July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Operating lease cost (a) $ 13,891 $ 13,251 $ 27,302 $ 26,048 Finance lease cost: Amortization of lease asset (a) 3,448 3,278 6,719 5,989 Interest on lease liabilities (b) 1,179 1,281 2,373 2,247 Variable lease cost (a) (c) 11,296 7,167 20,673 14,522 Total lease cost $ 29,814 $ 24,977 $ 57,067 $ 48,806 (a) Production-related and administrative amounts are included in cost of sales and selling, general and administrative expenses, respectively. (b) Included in interest expense. (c) Also includes short term lease costs, which are deemed immaterial . 30 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table sets forth certain lease-related information for the six-month periods ended July 2, 2023 and July 3, 2022: Six Months Ended July 2, 2023 July 3, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 27,528 $ 26,295 Operating cash flows used by finance leases $ 2,373 $ 2,247 Financing cash flows used by finance leases $ 8,435 $ 6,019 Noncash investing and financing activities: Leased assets obtained in exchange for new operating lease liabilities $ 9,221 $ 22,046 Leased assets obtained in exchange for new finance lease liabilities $ 4,333 $ 7,511 Modification to leased assets for increase/(decrease) in operating lease liabilities $ 1,173 $ ( 4,139 ) Modification to leased assets for increase in finance lease liabilities $ 6 $ 14 Termination reclasses to decrease operating lease assets $ ( 2,615 ) $ ( 3,230 ) Termination reclasses to decrease operating lease liabilities $ ( 2,686 ) $ ( 3,109 ) Termination reclasses to decrease finance lease assets $ — $ ( 386 ) Termination reclasses to decrease finance lease liabilities $ ( 12 ) $ ( 9 ) 31 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 14: Revenue Recognition The Company records revenue when control is transferred to the customer, which is either upon shipment or over time in cases where the Company is entitled to payment with margin for products produced that are customer specific without alternative use. The Company recognizes over time revenue under the input method as goods are produced. Revenue that is recognized at a point in time is recognized when the customer obtains control of the goods. Customers obtain control either when goods are delivered to the customer facility, if the Company is responsible for arranging transportation, or when picked up by the customer’s designated carrier. The Company commonly enters into Master Supply Arrangements with customers to provide goods and/or services over specific time periods. Customers submit purchase orders with quantities and prices to create a contract for accounting purposes. Shipping and handling expenses are included in “Cost of Sales,” and freight charged to customers is included in “Net Sales” in the Company’s Condensed Consolidated Statements of Income. The Company has rebate agreements with certain customers. These rebates are recorded as reductions of revenue and are accrued using sales data and rebate percentages specific to each customer agreement. Accrued customer rebates are included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets. Payment terms under the Company’s sales arrangements are short term, generally no longer than 120 days. The Company does provide prompt payment discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are treated as a reduction of estimated revenue and are determinable within a short time period following the sale. The following table sets forth the effects of contract assets and liabilities from contracts with customers. Contract assets and liabilities are reported in “Other receivables” and “Accrued expenses and other,” respectively, on the Company’s Condensed Consolidated Balance Sheets. July 2, 2023 December 31, 2022 Contract Assets $ 62,225 $ 56,008 Contract Liabilities $ ( 22,448 ) $ ( 22,423 ) Significant changes in the contract assets and liabilities balances during the six-month period ended July 2, 2023 and the year ended December 31, 2022 were as follows: July 2, 2023 December 31, 2022 Contract Asset Contract Liability Contract Asset Contract Liability Beginning Balance $ 56,008 $ ( 22,423 ) $ 51,106 $ ( 18,993 ) Acquired as part of a business combination — — 8,107 ( 5,418 ) Revenue deferred or rebates accrued — ( 24,337 ) — ( 57,510 ) Recognized as revenue 6,078 18,201 Rebates paid to customers — 18,234 — 41,297 Increases due to rights to consideration for customer specific goods produced, but not billed during the period 62,225 — 56,008 — Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combinations ( 56,008 ) — ( 59,213 ) — Ending Balance $ 62,225 $ ( 22,448 ) $ 56,008 $ ( 22,423 ) 32 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Contract assets represent goods produced without alternative use for which the Company is entitled to payment with margin prior to shipment. Upon shipment, the Company is entitled to bill the customer, and therefore amounts included in contract assets will be reduced with the recording of an account receivable as they represent an unconditional right to payment. Contract liabilities represent revenue deferred due to pricing mechanisms utilized by the Company in certain multi-year arrangements, volume rebates, and receipts of advance payments. For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the first half of the arrangement and will release the deferral over the back half of the contract term. Contract assets and liabilities are generally short in duration given the nature of products produced by the Company. The following tables set forth information about revenue disaggregated by primary geographic regions for the three-month periods ended July 2, 2023 and July 3, 2022. 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 15 . Three-month period ended July 2, 2023 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 708,660 $ 339,933 $ 161,401 $ 1,209,994 Europe 115,532 101,162 22,307 239,001 Canada 31,789 24,211 — 56,000 Asia 24,466 55,788 364 80,618 Other 43,158 64,049 12,470 119,677 Total $ 923,605 $ 585,143 $ 196,542 $ 1,705,290 Three-month period ended July 3, 2022 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 791,096 $ 436,680 $ 161,587 $ 1,389,363 Europe 109,910 117,376 22,563 249,849 Canada 27,980 29,312 — 57,292 Asia 23,407 76,803 270 100,480 Other 37,589 67,231 11,528 116,348 Total $ 989,982 $ 727,402 $ 195,948 $ 1,913,332 33 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following tables set forth information about revenue disaggregated by primary geographic regions for the six-month periods ended July 2, 2023 and July 3, 2022. The tables also include a reconciliation of disaggregated revenue with reportable segments. Six-month period ended July 2, 2023 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 1,404,758 $ 700,713 $ 330,221 $ 2,435,692 Europe 230,139 208,970 44,593 483,702 Canada 60,591 51,163 — 111,754 Asia 48,602 114,619 694 163,915 Other 88,793 125,533 25,684 240,010 Total $ 1,832,883 $ 1,200,998 $ 401,192 $ 3,435,073 Six-month period ended July 3, 2022 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 1,445,511 $ 853,965 $ 327,660 $ 2,627,136 Europe 230,080 234,203 46,689 510,972 Canada 59,188 56,481 — 115,669 Asia 49,041 150,422 563 200,026 Other 74,261 131,458 24,792 230,511 Total $ 1,858,081 $ 1,426,529 $ 399,704 $ 3,684,314 Note 15: Segment Reporting 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 pro ducts 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 with the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials. The following table sets forth net sales, intersegment sales and operating profit for the Company’s reportable segments and the All Other group of businesses. Segment operating profit is the measure of segment profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance in accordance with ASC 280 “Segment Reporting,” as prescribed by the FASB. Segment operating profit viewed by the Company’s management to evaluate segment performance does not include restructuring/asset impairment charges, amortization of acquisition intangibles, acquisition/divestiture-related costs, changes in LIFO inventory reserves, gains/losses from the sale of businesses, or certain other items, if any, the exclusion of which the Company believes improves the comparability and analysis of the ongoing operating performance of the business. All other general corporate expenses have been allocated as operating costs to each of the Company’s reportable segments and the All Other group of businesses. 34 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) SEGMENT FINANCIAL INFORMATION Three Months Ended Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Net sales: Consumer Packaging $ 923,605 $ 989,982 $ 1,832,883 $ 1,858,081 Industrial Paper Packaging 585,143 727,402 1,200,998 1,426,529 All Other 196,542 195,948 401,192 399,704 Net sales $ 1,705,290 $ 1,913,332 $ 3,435,073 $ 3,684,314 Intersegment sales: Consumer Packaging $ 2,420 $ 2,116 $ 4,475 $ 3,526 Industrial Paper Packaging 35,411 33,496 74,131 67,136 All Other 2,145 2,522 5,417 5,223 Intersegment sales $ 39,976 $ 38,134 $ 84,023 $ 75,885 Operating profit: Consumer Packaging $ 95,225 $ 139,421 $ 187,045 $ 313,030 Industrial Paper Packaging 87,040 94,201 181,407 166,862 All Other 28,675 16,529 55,908 31,053 Corporate Restructuring/Asset impairment charges ( 6,057 ) ( 10,563 ) ( 34,871 ) ( 22,705 ) Amortization of acquisition intangibles ( 20,539 ) ( 20,871 ) ( 41,703 ) ( 39,671 ) Other income/(charges), net 3,515 ( 21,241 ) 69,721 ( 82,031 ) Operating profit $ 187,859 $ 197,476 $ 417,507 $ 366,538 Note 16: Commitments and Contingencies Pursuant to U.S. GAAP, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings from a variety of sources. Some of these exposures, as discussed below, have the potential to be material. Environmental Matters The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. Spartanburg In connection with its acquisition of Tegrant in November 2011, the Company identified potential environmental contamination at a site in Spartanburg, South Carolina. Since the acquisition, the Company has spent a total of $ 2,053 on remediation of the Spartanburg site. At July 2, 2023 and December 31, 2022, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,347 and $ 5,425 , respectively. 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. Other environmental matters The Company has been named as a potentially responsible party at several other environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Company’s share, if any, cannot be reasonably estimated at the current time. However, the Company does not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements. At July 2, 2023 and December 31, 2022, the Company’s accrual for these other sites totaled $ 1,772 and $ 1,840 , respectively. 35 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Summary As of July 2, 2023 and December 31, 2022, the Company (and its subsidiaries) had accrued $ 7,120 and $ 7,265 , respectively, related to environmental contingencies. These accruals are included in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheets. Other Legal Matters In addition to those matters described above, the Company is subject to other various legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters could differ from management’s expectations, the Company does not believe the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements. 36 SONOCO PRODUCTS COMPANY