What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-28 compared with 2023-02-28 · 510 added, 438 removed, 1402 unchanged (40% of the section changed)

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

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

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

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

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

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded RTS Packaging, LLC (“RTS Packaging”), the Chattanooga paper mill (“Chattanooga Mill”), and Inapel Embalagens Ltda.

(“Inapel”) from its assessment of internal control over financial reporting as of December 31, 2023 because they were acquired by the Company in purchase business combinations during 2023.

We have also excluded RTS Packaging, Chattanooga Mill, and Inapel from our audit of internal control over financial reporting.

RTS Packaging, Chattanooga Mill, and Inapel are wholly-owned subsidiaries whose total revenues and total assets excluded from management’s assessment and our audit of internal control over financial reporting represent 1.3% and 3.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Definition and Limitations of Internal Control over Financial Reporting

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F-1 FORM 10-K SONOCO 2023 ANNUAL REPORT

Goodwill Impairment Assessment - Plastics - Healthcare Reporting Unit

As described in Notes 1 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1.68 billion as of December 31, 2022 , and the goodwill associated with the Plastics - Healthcare reporting unit was $62.6 million.

Goodwill Impairment Assessment – Plastics – Medical Reporting Unit

As described in Notes 1 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1.8 billion as of December 31, 2023, and the goodwill associated with the Plastics – Medical reporting unit was $64.2 million.

Management assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole.

If the fair value of a reporting unit exceeds the carrying value of the reporting unit’s assets, including goodwill, there is no impairment.

If the carrying value of a reporting unit exceeds the fair value of that reporting unit, an impairment charge is recognized for the excess.

As disclosed by management, if the fair value of a reporting unit exceeds the carrying value of that reporting unit, there is no impairment.

If the carrying value of a reporting unit exceeds the fair value of that reporting unit, an impairment charge to goodwill is recognized for the excess.

Fair value is estimated using a discounted cash flow model based on projections of future years’ operating results and associated cash flows combined with comparable trading and transaction multiples based on guideline public companies.

The calculated estimated fair value of the reporting unit reflects a number of significant management assumptions and estimates including the forecast of sales growth, gross profit margins, and discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Plastics - Healthcare reporting unit is a critical audit matter are (i) the significant judgment by management when determining the fair value estimate of the reporting unit;

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Plastics – Medical reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the forecast of sales growth, gross profit margins, and discount rate;

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Plastics - Healthcare reporting unit.

These procedures also included, among others (i) testing management’s process for determining the fair value of the Plastics - Healthcare reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow model;

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Plastics – Medical reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow model used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model;

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

Evaluating management’s significant assumptions related to the forecast of sales growth and gross profit margins involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of the Plastics - Healthcare reporting unit;

Evaluating management’s assumptions related to the forecast of sales growth and gross profit margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Plastics – Medical reporting unit;

(ii) the consistency with external market data;

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

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

Valuation of Customer Lists Intangible Asset - Acquisition of Ball Metalpack

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

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

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

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

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

Valuation of Customer Lists Intangible Asset – RTS Packaging

As described in Notes 1, 3 and 8 to the consolidated financial statements, on September 8, 2023, the Company completed the acquisition of the remaining 65% interest in RTS Packaging from joint venture partner WestRock Company (“WestRock”) and the acquisition of the Chattanooga Mill from WestRock for net cash consideration of $313.4 million.

The acquisitions resulted in $190.6 million of intangible assets, primarily related to customer lists, the majority of which related to the RTS Packaging acquisition.

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

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

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

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, EBITDA margins, discount rate and customer attrition rate;

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

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, projected EBITDA margins, discount rate and customer attrition rate;

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the customer lists intangible asset.

These procedures also included, among others (i) reading

the purchase agreement;

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer lists intangible asset acquired.

These procedures also included, among others (i) reading the purchase agreement;

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

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

(iii) evaluating the appropriateness of the income valuation approach used by management;

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

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

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

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

Evaluating management’s assumptions related to projected revenues and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of RTS Packaging;

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

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

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

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

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

/s/ PricewaterhouseCoopers LLP

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Authorized 300,000 shares

97,645 and 97,370 shares issued and outstanding as of December 31, 2022 and 2021, respectively

97,957 a nd 97,645 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Capital in excess of stated value 159,047 140,539

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Restructuring/Asset impairment charges 56,933 56,910 14,210

Loss on divestiture of business, net

Gain/(Loss) on divestiture of business and other assets

78,929 — ( 2,667 )

Operating profit 715,790 675,396 486,853

Other income, net 39,657 — —

Non-operating pension costs 14,312 7,073 568,416

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Net income/(loss) 475,901 466,980 ( 82,711 )

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

Net income attributable to noncontrolling interests ( 942 ) ( 543 ) ( 2,766 )

Net income/(loss) attributable to Sonoco $ 474,959 $ 466,437 $ ( 85,477 )

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Net income/(loss) $ 475,901 $ 466,980 $ ( 82,711 )

Other comprehensive (loss)/income:

Other comprehensive income/(loss):

Foreign currency translation adjustments 70,308 ( 68,780 ) ( 75,636 )

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Change in derivative financial instruments, net of tax 1,737 ( 1,842 ) 1,119

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

Other comprehensive income/(loss) 63,391 ( 70,198 ) 396,833

Comprehensive income 539,292 396,782 314,122

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

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

Net income attributable to noncontrolling interests ( 942 ) ( 543 ) ( 2,766 )

Other comprehensive loss/(income) attributable to noncontrolling interests 430 ( 460 ) 584

Comprehensive income attributable to Sonoco $ 538,780 $ 395,779 $ 311,940

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January 1, 2021 $ 1,910,528 100,447 $ 7,175 $ 314,056 $ ( 756,842 ) $ 2,335,216 $ 10,923

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

Other comprehensive income/(loss):

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

Defined benefit plan adjustment 1

11,666 11,666

Derivative financial instruments 1

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

Dividends paid to noncontrolling interests —

Dividends ( 173,570 ) ( 173,570 )

Issuance of stock awards 1,154 398 1,154

Shares repurchased ( 8,483 ) ( 149 ) ( 8,483 )

Stock-based compensation 10,607 10,607

Impact of new accounting pronouncements ( 209 ) — ( 209 )

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

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

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

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

Dividends ( 179,734 ) ( 179,734 )

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Shares repurchased

Stock-based compensation 22,608 22,608

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

( 218,085 ) ( 3,386 ) ( 218,085 )

Share-based compensation 22,608 22,608

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

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Shares repurchased ( 4,547 ) ( 79 ) ( 4,547 )

Stock-based compensation 31,309 31,309

Share-based compensation 31,309 31,309

December 31, 2022 $ 2,072,797 97,645 $ 7,175 $ 140,539 $ ( 430,083 ) $ 2,348,183 $ 6,983

Net income 475,901 474,959 942

Other comprehensive income/(loss):

Translation income/(loss) 70,308 70,738 ( 430 )

Defined benefit plan adjustment 1

( 8,654 ) ( 8,654 )

Derivative financial instruments 1

Other comprehensive income/(loss) 63,391 63,821 ( 430 )

Dividends ( 198,762 ) ( 198,762 )

Issuance of stock awards 1,345 488 1,345

Shares repurchased ( 10,617 ) ( 176 ) ( 10,617 )

Share-based compensation 27,780 27,780

December 31, 2023 $ 2,431,835 97,957 $ 7,175 $ 159,047 $ ( 366,262 ) $ 2,624,380 $ 7,495

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

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

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

Asset impairment loss/(gain) 26,445 21,444 ( 4,082 )

Depreciation, depletion and amortization 340,988 308,824 245,184

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Net (gain)/loss on disposition of assets ( 65,947 ) ( 5,979 ) 15

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

Net (gain)/loss on divestiture of business ( 57,104 ) — 2,667

Pension and postretirement plan expense 17,460 10,697 595,620

Pension and postretirement plan contributions ( 14,662 ) ( 37,409 ) ( 163,659 )

Net (decrease)/increase in deferred taxes ( 9,876 ) ( 158,836 ) 573

Net decrease in deferred taxes ( 12,209 ) ( 9,876 ) ( 158,836 )

Change in assets and liabilities, net of effects from acquisitions, divestitures and foreign currency adjustments

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Proceeds from the sale of assets 80,339 9,621 13,166

Other net investing activities 4,732 7,591 684

Investment in affiliated companies

( 11,300 ) ( 2,700 )

Other net investing proceeds

Net cash used by investing activities ( 619,336 ) ( 1,741,436 ) ( 165,902 )

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

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

Net increase/(decrease) in book cash overdrafts

6,408 ( 18,529 ) 6,974

Proceeds from interest rate swap — — 4,387

Payment of contingent consideration — — ( 3,000 )

Cash dividends – common ( 197,416 ) ( 187,093 ) ( 178,622 )

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Payments for share repurchases ( 10,617 ) ( 4,547 ) ( 218,085 )

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

Net cash (used)/provided by financing activities ( 351,985 ) 1,294,201 ( 513,543 )

Effects of Exchange Rate Changes on Cash 12,902 ( 5,354 ) ( 13,097 )

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

(Decrease)/Increase in Cash and Cash Equivalents ( 75,501 ) 56,460 ( 393,870 )

Cash and cash equivalents at beginning of year 227,438 170,978 564,848

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Income taxes paid, net of refunds $ 189,773 $ 122,881 $ 133,610

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

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

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Income applicable to these equity investments is reported in “Equity in earnings of affiliates, net of tax” in the Consolidated Statements of Income.

The aggregate carrying value of equity investments is reported in “Other Assets” in the Company’s Consolidated Balance Sheets and totaled $ 59,171 a nd $ 54,356 at December 31, 2022 and 2021, respectively.

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

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

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

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

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

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

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

This investment will be accounted for under the measurement alternative.

See Note 3 for more information.

Affiliated companies over which the Company exercised a significant influence at December 31, 2023, included:

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December 31, 2023

RTS Packaging, LLC 35.0 %

Cascades Conversion, Inc.

Cascades Sonoco, Inc.

ISI Robotics, LLC 20.0 %

Showa Products Company Ltd.

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Weidenhammer New Packaging, LLC 40.0 %

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

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

On September 8, 2023, the Company completed the acquisition of the remaining 65 % interest in RTS Packaging, LLC (“RTS Packaging”), from joint venture partner WestRock Company (“WestRock”).

Prior to September 8, 2023, the Company reported its 35 % interest in the RTS Packaging joint venture using the equity method of accounting.

From the date of acquisition of the remaining 65 % interest, RTS Packaging was accounted for under the acquisition method and its results of operations were included in the Company’s Consolidated Statements of Income.

See Note 3 for additional information.

In addition, the Company has certain other equity investments in which it is not able to exercise significant influence so they are accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes).

These investments include a 19.5 % ownership in a small tubes and cores business in Chile and an 20.5 % ownership in a small South Carolina based designer and manufacturer of sustainable protective packaging solutions acquired in June 2022.

They also include a 2.7 % equity interest in Northstar Recycling Company, LLC (“Northstar”) valued at $ 5,000 which the Company acquired on January 26, 2023, as part of the sale of its Sonoco Sustainability Solutions (“S3”) business to Northstar.

See Note 3 for more information.

The aggregate carrying value of equity investments is reported in “Other Assets” in the Company’s Consolidated Balance Sheets and totaled $ 56,399 a nd $ 59,171 at December 31, 2023 and 2022, respectively.

Estimates and assumptions

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Customers submit purchase orders with quantities and prices to create a contract for accounting purposes.

Shipping and handling expenses are considered a fulfillment cost, and included in "Cost of Sales," and freight charged to customers is included in "Net Sales" in the Company's Consolidated Statements of Income.

Shipping and handling expenses are considered a fulfillment cost, and are included in “Cost of Sales,” and freight charged to customers is included in “Net Sales” in the Company's Consolidated Statements of Income.

The Company has rebate agreements with certain customers.

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Account balances are charged off against the allowance for doubtful accounts when the Company determines that the receivable will not be recovered.

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

F-7 FORM 10-K SONOCO 2023 ANNUAL REPORT

No single customer comprised 10% or more of the Company’s consolidated net sales in 2023, 2022 or 2021, nor did the receivables balance from any single customer comprise 10% or more of the Company’s total trade accounts receivable at December 31, 2023 or December 31, 2022.

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

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

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

In total, approximately 14 % and 13 % of the Company’s consolidated net sales were subject to settlement under these arrangements in 2023 and 2022, respectively.

Accounts payable and supply chain financing

The Company facilitates a voluntary supply chain financing program (the "SCF Program") to provide certain of its suppliers with the opportunity to sell receivables due from the Company to the participating financial institution in the program.

Such sales are conducted at the sole discretion of both the suppliers and the financial institution on a non-recourse basis at a rate that leverages the Company's credit rating and thus might be more beneficial to the supplier.

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

The Company's responsibility is limited to making payment on the terms originally negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution.

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

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

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 our 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.

Research and development

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Costs associated with exit or disposal activities are recognized when the liability is incurred.

If assets become impaired as a result of a restructuring action, the assets are written down to fair value, less estimated costs to sell, if applicable.

Identifying and calculating the cost to exit operations requires certain assumptions to be made about anticipated future liabilities, including severance costs, contractual obligations, and disposition of property, plant and equipment and leased assets.

If assets become impaired as a result of a restructuring action, they are written down to fair value, less estimated costs to sell, if applicable.

A number of significant estimates and assumptions are involved in the determination of fair value.

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however, the amounts that are ultimately realized upon the sale of divested assets may differ from the estimated fair values reflected in the Company’s Consolidated Financial Statements.

For facility closures, the Company also generally expects to record costs for equipment relocation and facility carrying costs as incurred and to accrue costs to terminate a lease or other contracts before the end of their term.

Cash and cash equivalents

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Cash equivalents are recorded at cost, which approximates fair market value.

The Company’s cash and cash equivalents are primarily placed with large sophisticated credit-worthy financial institutions thereby limiting the Company’s credit exposure.

The Company’s cash and cash equivalents are primarily placed with large sophisticated creditworthy financial institutions thereby limiting the Company’s credit exposure.

The majority of the Company’s inventories are accounted for using the first-in, first-out (FIFO) method and are stated at the lower of cost or net realizable value.

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

Timber resources are stated at cost.

Depletion is charged to operations based on the estimated number of units of timber cut during the year.

The Company sold its timberland properties in March 2023.

Prior to the sale, these timber resources were stated at cost and depletion expense was recognized based on the estimated number of units of timber cut during the period.

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

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When the Company determines a lease exists, a leased asset and corresponding lease liability are recorded on its consolidated balance sheet.

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

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

Lease contracts with a term of 12 months or less are not recorded on the consolidated balance sheet in conjunction with the Company's practical expedient election under ASC 842, “Leases.” Leased assets represent the Company’s right to use an underlying asset during the lease term and are reviewed for impairment whenever events indicate the carrying value may not be recoverable.

Lease liabilities represent the Company’s obligation arising from the lease.

The Company’s leased assets and liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options.

The Company has lease agreements with non-lease components that relate to lease components (e.g., common area maintenance such as cleaning or landscaping, etc.).

The Company has lease agreements with non-lease components that relate to lease components

F-8 FORM 10-K SONOCO 2023 ANNUAL REPORT

(e.g., common area maintenance such as cleaning or landscaping, etc.).

The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all underlying asset classes in accordance with the scope of the lease accounting standard.

Leased assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As the implicit rate in the Company's leases is not readily determinable, the Company calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations.

When the implicit rate in the Company’s leases is not readily determinable, the Company calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations.

The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years.

Lease payments may be fixed or variable,

F-8 FORM 10-K SONOCO 2022 ANNUAL REPORT

however, only fixed payments or in-substance fixed payments are included in determining the lease liability.

Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in determining the lease liability.

Variable lease payments are recognized in operating expenses in the period in which the expense is paid during the lease term.

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For finance leases, the Company recognizes interest expense on the lease liability using the effective interest method over the lease term and the finance lease asset balance is amortized on a straight-line basis.

Goodwill is not amortized.

The Company assesses its goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole.

In performing the impairment test, the Company compares the fair value of the reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

This quantitative test considers factors such as the amount by which estimated fair value exceeds current carrying value, current year operating performance as compared to prior projections, and implied fair values from comparable trading and transaction multiples.

In performing the impairment test, the Company compares the fair value of the reporting unit with its carrying amount, and if the carrying value of the reporting unit exceeds the fair value of that reporting unit, an impairment charge is recognized for the excess.

In determining the fair value of the reporting units, management considered both the income approach and the market approach.

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Projected future cash flows are then discounted to present value using a discount rate management believes is commensurate with the risks inherent in the cash flows.

If the fair value of a reporting unit exceeds the carrying value of the reporting unit’s assets, including goodwill, there is no impairment.

If the carrying value of the reporting unit exceeds the fair value of that reporting unit, an impairment charge is recognized for the excess.

Goodwill is not amortized.

Impairment of long-lived, intangible and other assets

Intangible assets are amortized, usually on a straight-line basis, over their respective useful lives, which generally range from 3 to 40 years.

Other intangible assets are amortized using the straight-line method when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets, or in relation to the specific pattern of consumption of the assets if the straight-line method does not provide a fair approximation of the consumption of benefits.

The useful lives of the Company’s intangible assets generally range from 3 to 40 years.

The Company has no intangibles with indefinite lives.

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Assumptions and estimates used in the evaluation of potential impairment can result in adjustments affecting the carrying values of long-lived, intangible and other assets and the recognition of impairment expense in the Company’s Consolidated Financial Statements.

The Company evaluates its long-lived assets (property, plant and equipment), definite-lived intangible assets and other assets (including right of use lease assets, notes receivable and equity investments) for impairment whenever indicators of impairment exist, or when it commits to sell the asset.

The Company evaluates its long-lived assets (property, plant and equipment), definite-lived intangible assets and other assets (including right of use lease assets, notes receivable and equity and other investments) for impairment whenever indicators of impairment exist, or when it commits to sell the asset.

If the sum of the undiscounted expected future cash flows from a long-lived asset, definite-lived intangible, or other asset group is less than the carrying value of that asset group, an asset impairment charge is recognized.

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The Company may enter into financial derivative contracts that may contain credit-risk-related contingent features, which could result in a counterparty requesting immediate payment or demanding immediate and ongoing full overnight collateralization on derivative instruments in net liability positions.

F-9 FORM 10-K SONOCO 2023 ANNUAL REPORT

The Company records its derivatives as assets or liabilities on the balance sheet at fair value using published market prices or estimated values based on current price and/or rate quotes and discounted estimated cash flows.

Changes in the fair value of derivatives are recognized either in net income or in other comprehensive income, depending on whether the derivative is designated in a cash flow or net investment hedging relationship or not.

Changes in the fair value of derivatives designated as accounting hedges are recognized in net income, and otherwise are recognized in other comprehensive income.

Amounts in accumulated other comprehensive income are reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings.

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

F-9 FORM 10-K SONOCO 2022 ANNUAL REPORT

Stock-Based Compensation Plans

Share-Based Compensation Plans

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

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

The fair value of the Company’s restricted stock units is equal to the closing price of the Company’s stock on the date of grant discounted for any projected dividends that are not eligible to be received during the vesting period.The amount of share-based compensation expense associated with performance contingent restricted stock units is based on estimates of future performance using measures defined in the stock plan descriptions for each award granted.

As of December 31, 2023, these performance measures include the following:

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

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

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

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

For the most recent award grant in 2023, the performance payout will be subject to adjustment by a total stock return modifier as determined by the Company’s relative performance within its targeted peer group.

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

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

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

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

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

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

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Goodwill is measured as the excess of consideration transferred, also measured at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed.

The acquisition method of accounting requires the Company to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities including those related to debt, pensions and other postretirement plans, uncertain tax positions, contingent consideration and contingencies.

property, plant and equipment;

deferred tax asset valuation allowances;

liabilities including those related to debt, pensions and other postretirement plans;

uncertain tax positions;

contingent consideration and contingencies.

This method also requires the Company to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

If the Company is required to adjust provisional amounts that were recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on its financial condition and results of operations.

Significant estimates and assumptions in estimating the fair value of acquired customer relationships, technology, and other identifiable intangible assets include future cash flows that the Company expects to generate from the acquired assets, discount rate, customer attrition rate, and long-term revenue growth projections.

Significant estimates and assumptions in estimating the fair value of acquired patents, customer lists, trademarks, proprietary technology, and other identifiable intangible assets include future cash flows that the Company expects to generate from the acquired assets, discount rate, customer attrition rate, and long-term revenue growth projections.

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

If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could record impairment charges.

In addition, the Company has estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense.

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

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

In addition, the Company has estimated the economic lives of certain acquired assets, and these lives are used to calculate depreciation on property, plant and equipment and amortization expense on definite-lived intangible assets.

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

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

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

F-10 FORM 10-K SONOCO 2023 ANNUAL REPORT

Reportable segments

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

F-10 FORM 10-K SONOCO 2022 ANNUAL REPORT

Foreign currency translation

The Company’s foreign operations are exposed to political, geopolitical, and cultural risks, but the risks are mitigated by diversification and the relative stability of the countries in which the Company has significant operations.

Because the economies in Turkey and Venezuela are considered highly inflationary under U.S.

GAAP, the Company considers the U.S.

dollar to be the functional currency for these operations and uses the official exchange rate when remeasuring the financial assets and liabilities of these operations.

The remeasurement adjustments are recorded against earnings within the Company’s consolidated income statement.

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):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In September 2022, the FASB issued ASU 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50):

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

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

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

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 consolidated financial statements.

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

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

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

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

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

The amendments in ASU 2022-02 were effective for the Company as of January 1, 2023, and their adoption did not have a material effect on the consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations:

Accounting for Contract Assets and Contract Liabilities.” The amendments in this Update primarily require that the acquirer recognize and measure contract assets and contract liabilities acquired in a business combination as if the acquirer had originated the related revenue contracts rather than at fair value as of the acquisition date.

Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree's financial statements in accordance with generally accepted accounting principles.

The amendments in this ASU are effective on a prospective basis for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.

The Company is currently evaluating the impact that ASU 2021-08's adoption will have on its consolidated financial statements.

The adoption of this ASU did not materially affect the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provided temporary optional expedients and exceptions to applying U.S.

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

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

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

Deferral of the Sunset Date of Topic 848,” which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.This pronouncement, which was effective as of its December 31, 2022 issuance date, did not have a material impact on the Company's consolidated financial statements.

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

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

Simplifying the Accounting for Income Taxes".

This ASU removes certain exceptions from recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods.

It also reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.

The amendments in ASU 2019-12 were effective for the Company as of January 1, 2021, and their adoption did not have a material effect on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires measurement and recognition of expected versus incurred credit losses for financial assets held.

The measurement of expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount.

The Company adopted this standard on January 1, 2020 using a modified retrospective approach and recorded a cumulative-effect adjustment to retained earnings of $ 209 , an increase to the allowance for doubtful accounts of $ 279 , and a decrease to deferred income tax liabilities of $ 70 as of January 1, 2020.

F-11 FORM 10-K SONOCO 2023 ANNUAL REPORT

Other than the pronouncements discussed above, there have been no other newly issued nor newly applicable accounting pronouncements that have had, or are expected to have, a material impact on the Company’s financial statements.

Further, at December 31, 2022, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s consolidated financial statements.

Acquisitions and divestitures

On December 1, 2023, the Company completed the acquisition of Inapel Embalagens Ltda., (“Inapel”), a manufacturer of single and multilayer materials for flexible packaging in Brazil for a net cash purchase price of $ 59,228 , subject to customary working capital adjustments.

With the acquisition of Inapel, the Company added approximately 500 employees and two manufacturing locations in the Sao Paulo region of Brazil.

The financial results of Inapel are included in the Company’s Consumer Packaging segment.

On September 8, 2023, the Company completed the acquisition of the remaining 65 % interest in RTS Packaging from joint venture partner WestRock and the acquisition of a paper mill in Chattanooga, Tennessee (the “Chattanooga Mill”) from WestRock for net cash consideration of $ 313,388 .

In December 2023, the Company agreed to a final working capital settlement of $ 452 , which was paid to WestRock in January 2024.

This working capital settlement is reflected in “Accrued expenses and other” in the Company’s Consolidated Balance Sheets as of December 31, 2023.

Prior to completing the acquisitions, the Company held a 35 % ownership interest in the RTS Packaging joint venture which was formed in 1997 and combined the former protective packaging operations of WestRock and Sonoco to market recycled paperboard to glass container manufacturers and producers of wine, liquor, food, and pharmaceuticals.

With the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill, the Company added approximately 1,100 employees and 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.

The Company funded the acquisitions with borrowings under a new term loan credit facility and cash on hand.

See Note 10 for more information.

The financial results of RTS Packaging and the Chattanooga Mill are included in the Company’s Industrial Paper Packaging segment.

On September 8, 2023, the fair value of the Company’s 35 % interest in RTS Packaging was determined to be $ 59,472 based on the fair value of the remaining 65 % equity interest in RTS Packaging adjusted for the deemed payment of a control premium, and the carrying value of the 35 % interest was $ 8,654 .

The Company recognized a gain of $ 50,818 resulting from this remeasurement to fair value and the reclassification of certain amounts related to the Company’s 35 % interest out of “Accumulated other comprehensive loss,” included foreign currency translation losses of $ 2,033 and losses related to defined benefit pension plans of $ 4,756 .

The Company also recognized a loss of $ 4,372 on the settlement of a contract with unfavorable terms at the time of the acquisition.

The combined net gain of $ 39,657 is reflected in “Other income, net” in the Company’s Consolidated Statements of Income for the year ended December 31, 2023.

The following table provides a summary of the purchase consideration (as defined under ASC 805) transferred for the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill:

Purchase Consideration

Cash consideration, net of cash acquired $ 313,388

Fair value of previously held interest in RTS Packaging 59,472

Final working capital settlement

Settlement of preexisting relationships 1,235

Purchase consideration transferred $ 374,547

F-12 FORM 10-K SONOCO 2023 ANNUAL REPORT

The Company’s preliminary fair values of the assets acquired and liabilities assumed in the acquisition of the remaining interest in RTS Packaging, and the Chattanooga Mill, and Inapel acquisitions, as well as revised preliminary fair values reflecting adjustments made during the measurement period for RTS Packaging and the Chattanooga Mill, are as follows:

RTS and Chattanooga Mill Inapel

Initial Allocation Measurement Period Adjustments Preliminary Allocation Preliminary Allocation

Trade accounts receivable $ 17,488 $ — $ 17,488 $ 30,301

Other receivables — — — 6,088

Inventories 20,209 ( 947 ) 19,262 9,269

Prepaid expenses 2,720 ( 589 ) 2,131 1,430

Property, plant and equipment 73,483 753 74,236 11,456

Right of use asset - operating leases 34,604 290 34,894 217

Other intangible assets 199,560 ( 8,995 ) 190,565 8,653

Goodwill 92,657 14,909 107,566 15,704

Other assets 2,465 ( 412 ) 2,053 793

Payable to suppliers ( 7,320 ) — ( 7,320 ) ( 15,899 )

Accrued expenses and other ( 12,436 ) ( 25 ) ( 12,461 ) ( 4,606 )

Accrued wages and other compensation ( 2,731 ) — ( 2,731 ) ( 1,127 )

Notes payable and current portion of long-term debt ( 24 ) — ( 24 ) —

Noncurrent operating lease liabilities ( 29,905 ) — ( 29,905 ) ( 117 )

Pension and other postretirement benefits ( 10,761 ) ( 768 ) ( 11,529 ) —

Long-term debt ( 1,942 ) — ( 1,942 ) —

Deferred income taxes ( 3,419 ) ( 2,502 ) ( 5,921 ) ( 2,934 )

Other long-term liabilities ( 3,293 ) 1,478 ( 1,815 ) —

Net assets acquired $ 371,355 $ 3,192 $ 374,547 $ 59,228

The preliminary allocations of the purchase price of the remaining interest in RTS Packaging, the Chattanooga Mill, and Inapel to the tangible and intangible assets acquired and liabilities assumed, as reflected in the table above, are based on the Company’s preliminary allocations of their respective fair values, based on information currently available.

Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to:

property, plant and equipment;

other intangible assets;

and deferred income taxes, and expects to complete its valuations within one year of the respective dates of acquisition.

Goodwill for RTS Packaging and the Chattanooga Mill, of which $ 87,191 is expected to be deductible for income tax purposes, consists of increased manufacturing capacity, access to certain markets, and the capability to support marquee customers in growing markets.

Goodwill for Inapel, none of which is expected to be deductible for income tax purposes, consists of the ability to grow and improve the Company’s existing flexible packaging operation in Brazil.

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

The Company completed three acquisitions during 2022 at a net cash cost of $ 1,444,618 .

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 $ 89,610 , net of cash acquired.

Tangible assets totaled $ 40,489 , intangible assets totaled $ 39,330 , liabilities totaled $ 22,403 , and Goodwill totaled $ 32,194 .

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

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

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

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

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

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

Total consideration for the two businesses was $ 6,419 .

Tangible assets totaled $ 1,374 , intangible assets totaled $ 3,031 , and Goodwill totaled $ 2,014 .

The Company paid $ 3,933 at closing and recorded a deferred payment obligation totaling $ 2,486 in “Other liabilities” on the Company’s Consolidated Balance Sheets.

The deferred payment obligation is expected to be paid by the end of 2028.

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

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

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

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

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

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

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

During 2023, the Company finalized its valuations of the assets acquired and the liabilities assumed in the Metal Packaging, Skjern, and Nordeste acquisitions.

As a result, the following measurement period adjustments were made to the previously disclosed preliminary fair values of assets acquired and liabilities assumed during the year ended December 31, 2023.

F-13 FORM 10-K SONOCO 2023 ANNUAL REPORT

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

Metal Packaging Skjern

Initial Allocation (a)

Measurement Period Adjustments Revised Allocation Initial Allocation (a)

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

Measurement Period Adjustments for the year ended December 31, 2023 Metal Packaging Skjern Nordeste

Other receivables $ — $ — $ ( 186 )

Inventories ( 73 ) 14 ( 38 )

Prepaid expenses 44,530 — 44,530 349

Property, plant and equipment ( 247 ) 4,921 494

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

Other intangible assets — ( 3,488 ) 3,031

Goodwill 439 3,135 ( 3,400 )

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

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

Accrued expenses and other ( 119 ) ( 203 ) —

Taxes Payable — ( 3,416 ) —

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

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

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

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

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

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

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

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

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

Additional cash consideration $ — $ 963 $ ( 99 )

The Company accounted for all 2022 acquisitions as business combinations under the acquisition method and has included the results of operations of the acquired businesses in the Company’s Consolidated Statements of Income from the respective dates of acquisition.

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

Except for the Metal Packaging acquisition, the Company does not believe that the results of the businesses acquired in 2023, 2022, and 2021 were material to the years presented, individually or in the aggregate, and are therefore not subject to the requirements to provide supplemental pro-forma information.

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

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

F-12 FORM 10-K SONOCO 2022 ANNUAL REPORT

Pro Forma Supplemental Information Years Ended

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

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

Pro forma information for the years ended December 31, 2022 and December 31, 2021 includes adjustments to depreciation, amortization, and income taxes based upon the 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 pro forma information as if the acquisition had occurred on January 1, 2021.

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

On December 30, 2021, the Company completed the acquisition of a recycling facility from American Recycling of Western North Carolina, LLC ("American Recycling"), a privately held company, for total cash consideration of $ 6,267 .

On December 30, 2021, the Company completed the acquisition of a recycling facility from American Recycling of Western North Carolina, LLC, a privately held company, for total cash consideration of $ 6,267 .

The facility, located in Asheville, North Carolina, primarily services western North Carolina and upstate South Carolina for the processing of recycled materials.

On November 8, 2021, the Company completed the acquisition of D&W Paper Tube Inc.

("D&W"), a privately owned manufacturer of paper tubes and cardboard cores, serving the carpet and textile industries and consisting of two manufacturing facilities in Chatsworth, Georgia, for total cash consideration of $ 12,787 .

On November 8, 2021, the Company completed the acquisition of D&W Paper Tube Inc., a privately owned manufacturer of paper tubes and cardboard cores, serving the carpet and textile industries and consisting of two manufacturing facilities in Chatsworth, Georgia, for total cash consideration of $ 12,787 .

The Company also completed two smaller acquisitions earlier in 2021.

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

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

On August 3, 2020, the Company completed the acquisition of Can Packaging, a privately owned designer and manufacturer of sustainable paper packaging and related manufacturing equipment, based in Habsheim, France, for $ 45,473 , net of cash acquired.

Can Packaging operates two paper can manufacturing facilities in France, along with a research and development center where it designs and builds patented packaging machines and sealing equipment.

The acquisition of Can Packaging expands Sonoco's ability to provide innovative recyclable packaging in various shapes and sizes.

Goodwill for Can Packaging, none of which is expected to be deductible for income tax purposes, consists of increased access to certain markets.

Can Packaging's financial results from the date acquired are included in the Company's Consumer Packaging segment.

Final consideration was subject to a post-closing adjustment for the change in working capital to the date of closing.

This settlement occurred in January 2021 and resulted in the Company making an additional cash payment of $ 1,512 .

On January 10, 2020, the Company completed the acquisition of a small tube and core operation in Jacksonville, Florida, from Design Containers, Inc.

("Jacksonville"), for total cash consideration of $ 3,973 .

Goodwill for Jacksonville, all of which is expected to be deductible for income tax purposes, consists of increased access to certain markets.

Jacksonville's financial results from the date acquired are included in the Company's Industrial Paper Packaging segment.

The Company does not believe that the results of the businesses acquired in 2021 and 2020 were material to the years presented, individually or in the aggregate, and are therefore not subject to the requirements to provide supplemental pro-forma information.

Accordingly, this information is not presented herein.

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

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

Department of Justice (the "DOJ").

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

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

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

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

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

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

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

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

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

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

display and packaging business, part of the All Other group of businesses, to Hood Container Corporation for $ 80,000 in cash.

This business provided design, manufacturing and fulfillment of point-of-purchase displays, as well as contract packaging services, for consumer product customers and had approximately 450 employees.

Its operations included eight manufacturing and fulfillment facilities and four sales and design centers.

The selling price was adjusted at closing for certain transaction expenses and for anticipated differences between targeted levels of working capital and the projected levels at the time of closing.

Net cash proceeds of $ 79,704 were received on April 5, 2021 and the Company recognized a loss on the divestiture of this business of $ 5,516 , before tax, in the first quarter of 2021.

During the quarter ended October 3, 2021, the

F-14 FORM 10-K SONOCO 2023 ANNUAL REPORT

Company finalized the working capital settlement related to this sale.

The settlement resulted in additional cash proceeds of $ 1,971 and the buyer's assumption of certain liabilities totaling $ 786 .

As a result, the Company recognized a reduction in the previously reported loss on the sale of this business of $ 2,757 , before tax, in the third quarter of 2021, bringing the total loss on the sale of business to $ 2,759 , before tax.

On September 30, 2021, the Company completed the sale of its Plastics - Food thermoforming operation in Wilson, North Carolina ("Wilson Thermoforming") to Placon for net cash proceeds of $ 3,528 , resulting in the recognition of a pre-tax gain on the sale of $ 92 .

Assets and liabilities disposed of in the sales of U.S.

Display and Packaging and Wilson Thermoforming included the following:

Display and Packaging Wilson Thermoforming

Trade accounts receivable $ 26,342 $ —

Inventories 8,434 1,805

Property, plant and equipment, net 9,551 550

Right of use asset - operating leases 11,627 147

Goodwill 53,039 1,058

Trade accounts payable ( 10,735 ) —

Accrued expenses ( 2,197 ) ( 54 )

Operating lease liabilities ( 12,343 ) ( 70 )

Other net tangible assets 716 —

Net asset disposal $ 84,434 $ 3,436

Net proceeds 81,675 3,528

Loss/(Gain) on divestiture of business $ 2,759 $ ( 92 )

As previously disclosed, the Company completed the divestiture of its European contract packaging business, Sonoco Poland Packaging Services Sp.

z.o.o., on November 30, 2020.

The selling price of $ 120,000 was adjusted at closing for certain indebtedness assumed by the buyer and for anticipated differences between targeted levels of working capital and the projected levels at the time of closing.

The Company received net cash proceeds at closing of $ 105,913 , with the buyer funding an escrow account with an additional $ 4,600 .

In the second quarter of 2021, the Company received $ 6,366 in additional proceeds from the sale, which included the release of $ 4,000 from escrow plus a post-closing adjustment of $ 2,366 for the working capital settlement.

The remaining $ 600 in escrow is expected to be released in 2023, pending any indemnity claims.

The receipt of the additional cash proceeds is reflected in "Proceeds from the sale of businesses, net" in the Consolidated Statements of Cash Flows.

The decision to sell its global display and packaging businesses was part of the Company's efforts to simplify its operating structure to focus on growing its core Consumer and Industrial packaging businesses around the world.

These sales were not expected to notably affect consolidated operating margin percentages, nor did they represent a strategic shift for the Company that would have a major effect on the entity’s operations and financial results.

Consequently, the sales did not meet the criteria for reporting as discontinued operations.

The net proceeds from the sales were used for general corporate purposes.

Divestiture of Businesses

On July 1, 2023, the Company completed the sale of its U.S.

BulkSak business, which consisted of the manufacturing and distribution of flexible intermediate bulk containers, plastic and fiber pallets, and custom fit liners and was a part of the Company’s Industrial Paper Packaging segment, to U.S.

BulkSak Holdings, LLC.

The cash selling price, as adjusted for the final working capital settlement, was $ 20,271 with cash proceeds totaling $ 18,271 received in 2023, and the remaining $ 2,000 held in escrow to be released to the Company within 18 months from the date of the sale, pursuant to the settlement of any indemnity claims.

As a result of the U.S.

BulkSak divestiture, the Company wrote off net assets totaling $ 13,437 , including $ 3,333 of allocated goodwill, and recognized a pretax gain of $ 6,834 which is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.

The escrow balance of $ 2,000 is reflected as a long-term receivable in “Other assets” on the Company’s Consolidated Balance Sheets as of December 31, 2023.

Also on July 1, 2023, the Company agreed to the sale of its Mexico BulkSak business.

The sale closed in December 2023 for a cash selling price, as adjusted for working capital, of $ 1,096 .

As a result of the Mexico BulkSak sale, the Company recognized a pretax gain of $ 85 which is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.

On January 26, 2023, the Company completed the sale of its S3 business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar, for 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, twenty months following the date of the divestiture.

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 first quarter of 2023, which is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.

The escrow balance is reflected as a long-term receivable in “Other assets” on the Company’s Consolidated Balance Sheets as of December 31, 2023.

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 an additional gain on the sale at the point the contingencies are resolved.

On January 26, 2023, in connection with the sale of the S3 business, the Company acquired a 2.7 % equity interest in Northstar valued at $ 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 divestitures 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 discontinued operations.

The cash proceeds from the sales were used for general corporate purposes.

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

display and packaging business, part of the All Other group of businesses, to Hood Container Corporation.

This business provided design, manufacturing and fulfillment of point-of-purchase displays, as well as contract packaging services, for consumer product customers and had approximately 450 employees across eight manufacturing and fulfillment facilities and four sales and design centers.

The Company received net cash proceeds of $ 81,675 from the sale, wrote off net assets totaling $ 84,434 , and recognized a loss on the divestiture of $ 2,759 , before tax.

On September 30, 2021, the Company completed the sale of its Plastics-Food thermoforming operation in Wilson, North Carolina to Placon for net cash proceeds of $ 3,528 , resulting in the recognition of a gain on the sale of $ 92 , before tax.

These 2021 divestitures did not meet the criteria for reporting as discontinued operations.

The Company continually assesses its operational footprint as well as its overall portfolio of businesses and may consider the divestiture of plants and/or business units it considers to be suboptimal or nonstrategic.

Acquisition and Divestiture-Related Costs

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

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

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

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 was realized.

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, consisting of 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 year ended December 31, 2023, which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income.

Acquisition, Integration, and Divestiture-Related Costs

Acquisition, integration, and divestiture-related costs of $ 26,254 , $ 70,210 , and $ 17,722 were incurred in 2023, 2022 and 2021, respectively.

These costs include legal and professional fees, investment banking fees, representation and warranty insurance premiums, as well as employee-related and other integration activity costs, that are included in “Selling, general, and administrative expenses” in the Company’s Consolidated Statements of Income.

The costs incurred in 2023 and 2022 also include fair value adjustments to acquisition-date inventory totaling $ 5,227 and $ 33,155 , respectively, that are included in “Cost of sales” in the Company’s Consolidated Statements of Income.

Restructuring and asset impairment

Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is constantly seeking more cost-effective means and structures to serve its customers and to respond to fundamental changes in its markets.

As such, restructuring costs have been, and are expected to continue to be, a recurring component of the Company's operating costs.

The amount of these costs can vary significantly from year to year depending upon the scope, nature, and location of the restructuring activities.

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.

Following are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented:

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Liability, December 31, 2023 $ 14,315 $ — $ 1,638 $ 15,953

“Severance and Termination Benefits” in 2023 include the cost of severance for approximately 300 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts a nd severance related to the following plant closures:

paper mills in Hutchinson, Kansas and Indonesia, part of the Industrial Paper Packaging segment;

a metal packaging facility and a perimeter-of-the-store facility in the United States, both part of the Consumer Packaging segment;

medical plastics facilities in the United States and United Kingdom, part of the All Other group of businesses;

and severance related to the closures of several smaller operations.

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

"Severance and Termination Benefits" in 2021 include the cost of severance provided to employees terminated as the result of various plant closures, as well as certain employees impacted by Project Horizon, a project to transform the corrugated medium machine in Hartsville, South Carolina to produce uncoated recycled paperboard.

Severance costs were also incurred for certain employees as a result of the sale of the Company's Plastics - Food thermoforming operations in the United States (part of the Consumer Packaging segment).

In addition, the charges include the cost of severance for approximately 315 employees whose positions were eliminated in conjunction with the Company's ongoing organizational effectiveness efforts.

“Asset Impairment/Disposal of Assets” in 2023 consist primarily of asset impairment charges related to the closure of a paper mill in Hutchinson, Kansas and a metal packaging facility in the United States, and medical plastics facilities in the United States and United Kingdom.

These charges were partially offset by gains from the sale of previously impaired assets and a closed perimeter-of-the-store facility, part of the Consumer Packaging segment.

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

1 unchanged sentence

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

"Asset Impairment/Disposal of Assets" in 2021 consist primarily of gains from the sale of real estate in the Industrial Paper Packaging segment, and gains from the sale of other assets impaired in the prior year as a result of consolidations in the Company's Plastics - Food thermoforming operations.

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

In 2021, "Other Costs" consist primarily of costs related to plant closures including equipment removal, utilities, plant security, property taxes and insurance.

“Other Costs” in 2023 consist primarily of costs related to plant closures including equipment removal, utilities, plant security, property taxes and insurance.

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

The Company expects to pay the majority of the remaining restructuring reserves by the end of 2024 using cash generated from operations.

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

The Company recognized other asset impairment charges totaling $ 5,034 in the year ended December 31,2021.

These charges consisted of fixed asset impairments totaling $ 2,635 in the Company's plastics foods operations, part of the Consumer Packaging segment, and $ 2,399 in the temperature-assured packaging business, part of the All Other group of businesses.

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

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

Book overdrafts and cash pooling

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

Book cash overdrafts and cash pooling

As part of its cash management system, the Company uses “zero balance” accounts to fund disbursements.

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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.

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

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

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

The Company completed the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill on September 8, 2023.

The acquisition included operating lease liabilities of $ 34,604 with a weighted-average remaining lease maturity term and discount rate of 11.5 years and 6.4 %, respectively.

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

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

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

The acquisition involved the assumption of operating and finance lease assets and liabilities.

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

For additional information about these acquisitions, please see Note 3.

F-17 FORM 10-K SONOCO 2023 ANNUAL REPORT

58 unchanged sentences

Leased assets obtained in exchange for new finance lease liabilities $ 8,354 $ 10,091 $ 14,643

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

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

Modification to leased assets for increase in operating lease liabilities $ 2,938 $ 2,807 $ 15,936

Modification to leased assets for increase/(decrease) in finance lease liabilities $ 18 $ ( 642 ) $ 9,586

Termination reclasses to decrease operating lease assets $ ( 15,314 ) $ ( 4,285 ) $ ( 5,267 )

7 unchanged sentences

15,704 92,657 — 108,361

Divestitures — ( 6,375 ) — ( 6,375 )

Measurement period adjustments 439 14,644 — 15,083

1 unchanged sentence

Balance as of December 31, 2023 $ 920,437 $ 506,406 $ 383,811 $ 1,810,654

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

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

Goodwill activity reflected under the caption “Acquisitions” relates to the September 8, 2023 acquisitions of the remaining interest in RTS Packaging and the Chattanooga Mill and the December 1, 2023 acquisition of Inapel.

Goodwill activity reflected under the caption “Divestitures” relates to the sales of the Company’s S3 business on January 26, 2023 and the U.S.

BulkSak business on July 1, 2023.

Goodwill activity reflected under the caption “Measurement period adjustments” relates to the current year acquisitions of the remaining interest in RTS Packaging and the Chattanooga Mill, as well as the prior year acquisitions of Metal Packaging, Skjern and Nordeste .

See Note 3 for additional information.

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Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units.

Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill of the Plastics - Healthcare and Protexic reporting units are at risk of impairment in the near term if the reporting units' operations do not perform in line with management's expectations, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate.

Although no reporting units failed the annual impairment test, in management’s opinion the goodwill balance of the Plastics-Medical reporting unit, previously known as Plastics-Healthcare, is at risk of impairment in the near term if the reporting unit’s operations do not perform in line with management’s expectations, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate.

F-19 FORM 10-K SONOCO 2023 ANNUAL REPORT

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

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

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

In the annual goodwill impairment analysis completed during the third quarter of 2023, projected future cash flows for the Plastics-Medical reporting unit were discounted at 12.0 % and its estimated fair value was determined to exceed its carrying values by approximately 29.9 %.

Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rate for this reporting unit would have to be increased to 14.5 % in order for the estimated fair value of the reporting unit to fall below its carrying value.

Total goodwill associated with the Plastics-Medical reporting unit was $ 64,212 at December 31, 2023.

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

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Other Intangible Assets, Net $ 853,670 $ 741,598

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

The acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill on September 8, 2023, and the December 1, 2023 acquisition of Inapel, resulted in the addition of $ 199,217 of intangible assets, primarily related to customer lists.

These intangibles will be amortized over an average useful life of 14.8 years .

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Amortization expense on intangible assets is expected to approximate $ 88,200 in 2024, $ 79,200 in 2025, $ 75,300 in 2026, $ 73,900 in 2027 and $ 73,100 in 2028 based on intangible assets as of December 31, 2023.

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

Commercial paper, average rate of 1.93 % in 2022 and 0.16 % in 2021

Supply chain financing

The following table sets forth the balance sheet location and values of the obligations of the Company under its SCF Programs at December 31, 2023 and December 31, 2022:

Balance Sheet Line Item December 31, 2023 December 31, 2022

Payable to suppliers (a)

$ 35,847 $ 52,415

Syndicated term loan due December 2023 399,246 —

Notes payable and current portion of long-term debt (b)

(a) The net payment of these obligations is included in “Net cash provided by operating activities” in the Company’s Consolidated Statements of Cash Flows.

(b) The net payment of these obligations is included in “Net cash provided/(used) by financing activities” in the Company’s Consolidated Statements of Cash Flows .

F-20 FORM 10-K SONOCO 2023 ANNUAL REPORT

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

Syndicated term loan due August 2028 $ 572,025 $ —

Syndicated term loan due January 2025 — 299,644

Syndicated term loan due December 2023 — 399,246

1.80 % notes due February 2025

399,149 398,369

2.25 % notes due February 2027

298,421 297,910

2.85 % notes due February 2032

495,785 495,264

3.125 % notes due May 2030

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Long-term debt $ 3,035,868 $ 2,719,783

F-19 FORM 10-K SONOCO 2022 ANNUAL REPORT

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

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

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

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

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

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

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

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

Principal Amount Issuance Costs and Discounts Net Proceeds Interest Rate Maturity

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

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

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

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

The Notes are senior unsecured obligations and rank equal in right of payment to the Company’s other senior unsecured debt from time to time outstanding.

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

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

Also on January 21, 2022, the Company entered into a $ 300,000 three-year term loan facility (the “January Term Loan Facility”) with a syndicate of eight banks.

The full $ 300,000 was drawn from this facility on January 26, 2022, and the proceeds used to partially fund the acquisition of Metal Packaging.

Interest is assessed at SOFR plus a margin based on a pricing grid that uses the Company’s credit ratings.

The current SOFR margin is 122.5 basis points.

There is no required amortization and repayment can be accelerated at any time without penalty at the Company's discretion.

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

On August 7, 2023, the Company entered into a credit agreement with a consortium of Farm Credit System institutions and CoBank, ACB, as Administrative Agent (the “Term Loan Agreement”).

The Term Loan Agreement provides the Company with the ability to borrow up to $ 900,000 on an unsecured basis (the “Term Loan Facility”).

A total of $ 600,000 was drawn from the Term Loan Facility on August 7, 2023 and used to repay the syndicated term loans that were due in December 2023 and January 2025, and to make certain capital expenditures and reimburse the Company for certain capital expenditures it had made in its operation of waste disposal facilities in rural areas.

An additional $ 270,000 was drawn from the Term Loan Facility on September 8, 2023 and used to partially fund the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill (see Note 3 for more information).

Borrowings under the Term Loan Facility, net of any prepayments, will become payable in full on August 7, 2028.

As of December 31, 2023, the Company had repaid a total of $ 295,000 of the amounts drawn under the Term Loan Facility.

Borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the forward-looking SOFR term rate (“Term SOFR” and such borrowings, “Term SOFR Loans”), (ii) a base rate set forth in the Term Loan Agreement, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company’s credit ratings and, in the of case of Term SOFR Loans, a SOFR Adjustment (as defined in the Term Loan Agreement) of 0.1 %.

The Company has designated its borrowings under the Term Loan Facility as Term SOFR Loans.

The margin currently applicable to Term SOFR Loans based on the Company’s credit ratings, together with the SOFR Adjustment, is 1.90 %.

If Term SOFR ceases to be available, the benchmark rate shall switch to Daily Simple SOFR (as defined in the Term Loan Agreement).

There is no required amortization under the Term Loan Facility, and voluntary prepayments are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Term Loan Agreement.

The Term Loan Agreement contains various customary representations and warranties and affirmative and negative covenants, as more fully described in the Term Loan Agreement.

The Term Loan Agreement also contains various customary events of default (subject to grace periods, as applicable) including, among others:

nonpayment of principal, interest or fees;

breach of covenant;

payment default on, or acceleration under, certain other material indebtedness;

inaccuracy of the representations or warranties in any material respect;

bankruptcy or insolvency;

inability to pay debts;

certain unsatisfied judgments;

certain ERISA-related events;

the invalidity or unenforceability of the Term Loan Agreement or certain other documents executed in connection therewith;

and the occurrence of a change of control.

On June 30, 2021, the Company entered into a new five-year $ 750,000 , unsecured revolving credit facility which replaced an existing credit facility entered into on July 20, 2017, and reflects substantially the same terms and conditions.

Consistent with prior facilities, the new revolving credit facility supports the Company's $ 500,000 commercial paper program.

Based on the pricing grid, the Credit Agreement and Sonoco's current credit ratings, a London Interbank Offering Rate ("LIBOR") borrowing has an all-in drawn margin of 125.0 basis points.

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

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

Consistent with prior facilities, this revolving credit facility supports the Company’s $ 500,000 commercial paper program.

Based on the pricing grid, the Credit Agreement for the revolving credit facility and Sonoco’s current credit ratings, any drawings are subject to the Term SOFR plus the 125.0 basis points margin.

On August 7, 2023, the Company increased the commitments under this facility by $ 150,000 to an aggregate amount of $ 900,000 .

On April 28, 2021, the Company commenced a cash tender offer to purchase up to $ 300,000 of the $ 600,000 outstanding principal amount of its 5.75 % notes due November 2040.

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These non-cash write-offs net to $ 73 , which combined with the hedge loss and premium and other amounts paid, resulted in a pretax loss from the early extinguishment of debt totaling $ 20,184 .

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

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

On April 7, 2021, the Company entered into two forward contracts to buy a total of 150,000 euros, to manage foreign currency risk related to the Company's funding of the debt repayment upon maturity.

The Company recognized a gain of $ 4,387 upon the May 21, 2021 maturity of these forward contracts.

The gain is included in "Selling, general and administrative expenses" on the Company's Consolidated Statements of Income for the year ended December 31, 2021 and the proceeds from the settlement of the contracts and the debt maturity payment are reflected in "Net cash (used)/provided by financing activities" in the Company's Consolidated Statement of Cash Flows for the year ended December 31, 2021.

F-21 FORM 10-K SONOCO 2023 ANNUAL REPORT

The principal requirements of debt maturing in the next five years are:

1 unchanged sentence

Debt maturities by year $ 47,132 $ 449,774 $ 21,778 $ 310,355 $ 583,655

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

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

As of December 31, 2023, the Company has scheduled debt maturities through the next twelve months o f $ 47,132 .

At December 31, 2023, the Company had $ 151,937 i n cash and cash equivalents on hand and $ 900,000 in committed capacity available for drawdown under its revolving credit facility.

The Company believes that these amounts, combined with expected net cash flows from operating activities, provide ample liquidity to cover these debt maturities and other cash flow needs of the Company over the course of the next year.

In addition, the Company had $ 225,763 available under unused short-term lines of credit at December 31, 2022.

In addition, the Company had approximately $ 238,400 available under unused short-term lines of credit at December 31, 2023.

These short-term lines of credit are available for general corporate purposes of our subsidiaries, including working capital and hedging requirements.

F-20 FORM 10-K SONOCO 2022 ANNUAL REPORT

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

13 unchanged sentences

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

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

The Company also has certain natural gas hedges that it does not treat as cash flow hedges.

At December 31, 2023, these contracts included natural gas swaps covering approximately 0.1 million MMBTUs, representing approximately 1 % of anticipated natural gas usage in 2024.

The Company also has certain natural gas hedges that are not designated as cash flow hedges.

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

1 unchanged sentence

These contracts represent approximately 10 % of anticipated aluminum usage for 2024.

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

The fair values of the Company’s commodity cash flow hedges netted to a loss position of $( 41 ) and $( 172 ) at December 31, 2023 and December 31, 2022, respectively.

The amount of the loss included in accumulated other comprehensive loss at December 31, 2023, expected to be reclassified to the income statement during the next twelve months is $( 41 ).

6 unchanged sentences

Polish zloty purchase 131,417

Danish Krone purchase 48,225

Swedish Krone sell ( 6,827 )

Czech koruna purchase 109,362

Canadian dollar Purchase 34,516

Euro purchase 2,291

1 unchanged sentence

Brazilian real purchase 54,302

British pound Purchase 6,000

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

Losses of $( 299 ) are expected to be reclassified from accumulated other comprehensive loss to the income statement during the next twelve months.

British pound sell ( 435 )

Canadian dollar purchase 35,016

The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $ 1,502 at December 31, 2023, and a loss position of $( 299 ) at December 31, 2022.

The amount of the gain expected to be reclassified from accumulated other comprehensive loss to the income statement during the next twelve months is $ 1,502 .

In addition, the Company has entered into forward contracts to hedge certain foreign currency cash flow transactions related to construction in progress.

As of December 31, 2023 and December 31, 2022, the net positions of these contracts were $ 0 and $( 564 ), respectively.

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

Losses of $( 564 ) are expected to be reclassified from accumulated other comprehensive loss and included in the carrying value of the related fixed assets acquired during the next twelve months.

Non-Designated Derivatives

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

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

During the twelve months ended December 31, 2023, losses from these hedges totaling $( 401 ) were reclassified from accumulated other comprehensive loss and included in the carrying value of the

F-22 FORM 10-K SONOCO 2023 ANNUAL REPORT

capitalized expenditures.

No gains or losses are expected to be reclassified from accumulated other comprehensive loss and included in the carrying value of the related fixed assets acquired during the next twelve months.

Net Investment Hedge

During 2023, the Company became a party to cross-currency swap agreements with a total notional amount of $ 500,000 to effectively convert a portion of the Company’s fixed-rate U.S.

dollar denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt.

The swap agreements, which have a maturity of December 18, 2026, provide for the Company to receive semi-annual interest payments in U.S.

dollars at a fixed rate and to make semi-annual interest payments in euro at a fixed rate.

The risk management objective of entering into the swap agreements is to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in euros.

The agreements are designated as net investment hedges for accounting purposes.

The gain or loss on the net investment hedge derivative instrument is included in the foreign currency translation component of accumulated other comprehensive loss until the net investment is sold, diluted, or liquidated.

Interest payments received for the cross-currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” on the Company’s Consolidated Statements of Income.

The assumptions used in measuring fair value of the cross-currency swaps are considered level 2 inputs, which are based upon the Euro-to-U.S.

dollar exchange rate market.

For the year ended December 31, 2023, the fair value of the Company’s net investment hedges was a loss position of $ 5,073 , and a loss of $ 3,779 (net of income taxes of $ 1,294 ) was reported as a component of accumulated other comprehensive loss within foreign currency items.

Non-Designated Derivatives

The Company routinely enters into other derivative contracts which are not designated for hedge accounting treatment under ASC 815, “Derivatives and Hedging.” As such, changes in fair value of these non-designated derivatives are recorded directly to income and expense in the periods that they occur.

Foreign Currency Hedges

10 unchanged sentences

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

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

At December 31, 2023, these contracts consisted of natural gas swaps covering approximately 5.4 million MMBTUs and represented approximately 75 % of anticipated usage in North America for 2024, respectively.

Interest Rate Hedges

Pursuant to the registered public offering of unsecured 2.85 % notes with a principal amount of $ 500,000 maturing on February 1, 2032, the Company entered into treasury lock derivative instruments with two banks, with a notional principal amount of $ 150,000 each on December 29, 2021.

These instruments had the risk management objective of reducing exposure to the Company of increases in the underlying Treasury index up to the date of pricing of the notes.

The fair value of the contracts was a net loss position of $( 550 ) at December 31, 2021.

Pursuant to the registered public offering of unsecured 2.85 % notes with a principal amount of $ 500,000 maturing on February 1, 2032, the Company entered into two treasury lock derivative instruments with a notional principal amount of $ 150,000 each on December 29, 2021 with the risk management objective of reducing the Company's exposure to 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 Consolidated Statements of Income for the year ended December 31, 2022.

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

The fair value of the Company’s non-designated derivatives position was a loss of $( 6,790 ) and $( 8,692 ) at December 31, 2023 and December 31, 2022, respectively.

The following table sets forth the location and fair values of the Company’s derivative instruments at December 31, 2023 and December 31, 2022:

F-23 FORM 10-K SONOCO 2023 ANNUAL REPORT

Fair Value at December 31

7 unchanged sentences

Foreign Exchange Contracts Accrued expenses and other ( 1,024 ) ( 2,114 )

Net investment hedge Prepaid expenses 5,567 —

Net investment hedge Other liabilities ( 10,640 ) —

Derivatives not designated as hedging instruments:

5 unchanged sentences

Foreign Exchange Contracts Accrued expenses and other ( 159 ) ( 169 )

Interest Rate Lock Contract Accrued expenses and other $ — $ ( 550 )

While certain of the Company's derivative contract arrangements with its counterparties provide for the ability to settle contracts on a net basis, the Company reports its derivative positions on a gross basis.

There are no collateral arrangements or requirements in these agreements.

F-22 FORM 10-K SONOCO 2022 ANNUAL REPORT

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the year ended December 31, 2023 and December 31, 2022, excluding the gains or losses on foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures:

26 unchanged sentences

Foreign Exchange Contracts $ 355 Selling, general and administrative

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

F-24 FORM 10-K SONOCO 2023 ANNUAL REPORT

Year Ended December 31, 2023 Year Ended December 31, 2022

Description Revenue Cost of Sales Revenue Cost of Sales

Description Net Sales

Cost of Sales Net Sales

Cost of Sales

Total amount of income and expense line items presented in the Consolidated Statements of Income $ 10,860 $ ( 3,760 ) $ 3,460 $ 4,096

12 unchanged sentences

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.

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

The following tables set forth information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis:

5 unchanged sentences

1,502 — — 1,502 —

Net investment hedge ( 5,073 ) — — ( 5,073 ) —

Non-hedge derivatives, net:

22 unchanged sentences

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

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

Postretirement benefit plan assets:

8 unchanged sentences

Underlying investments are generally valued at closing prices from national exchanges.

Commingled funds, private securities, and limited partnerships are valued at unit values or net asset values provided by the investment managers.

Commingled funds, private securities, and limited partnerships are valued at unit values or NAVs provided by the investment managers.

Mutual fund investments are comprised of equity securities of corporations with large capitalizations and also include funds invested in corporate equities in international and emerging markets and funds invested in long-term bonds, which are valued at closing prices from national exchanges.

5 unchanged sentences

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

F-24 FORM 10-K SONOCO 2022 ANNUAL REPORT

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

Includes investments in real estate funds (including office, industrial, residential and retail).

Underlying real estate securities are generally valued at closing prices from national exchanges.

Certain assets that are measured at fair value using the net asset value (NAV) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

Certain assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

F-26 FORM 10-K SONOCO 2023 ANNUAL REPORT

The Company’s pension plan assets comprise more than 96 % of its total postretirement benefit plan assets.

9 unchanged sentences

Share-based compensation plans

The Company provides share-based compensation to certain employees and non-employee directors in the form of restricted stock units, performance contingent restricted stock units, and other share-based awards.

Beginning in 2019, share-based awards were issued pursuant to the Sonoco Products Company 2019 Omnibus Incentive Plan (the "2019 Plan"), which became effective upon approval by the shareholders on April 17, 2019.

The Company provides share-based compensation to certain employees and non-employee directors in the form of restricted stock units (“RSUs”), performance contingent restricted stock units (“PCSUs”), and other share-based awards pursuant to the Sonoco Products Company 2019 Omnibus Incentive Plan (the “2019 Plan”), which became effective upon approval by the shareholders on April 17, 2019.

At December 31, 2023, a total of 5,069,768 shares remain available for future grant under the 2019 Plan.

2 unchanged sentences

Total compensation cost for share-based payment arrangements was $ 27,780 , $ 31,309 and $ 22,608 , for 2023, 2022 and 2021, respectively.

The related tax benefit recognized in net income was $ 7,999 , $ 5,715 , and $ 2,686 , for the same years, respectively.

Share-based compensation expense is included in “Selling, general and administrative expenses” in the Consolidated Statements of Income.

The related tax benefit recognized in net income/(loss) was $ 6,920 , $ 7,999 , and $ 5,715 , for the same years, respectively.

Share-based compensation expense is included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income.

The Company accounts for forfeitures of its share-based payment arrangements as they occur.

An “excess” tax benefit is created when the tax deduction for an exercised stock appreciation right, exercised stock option or converted stock unit exceeds the compensation cost that has been recognized in income.

An “excess” tax benefit is created when the tax deduction for an exercised stock appreciation right or converted stock unit exceeds the compensation cost that has been recognized in income.

The additional net excess tax benefit realized was $ 978 , $ 1,367 and $ 1,110 for 2023, 2022 and 2021, respectively.

Restricted Stock Units

The Company grants awards of restricted stock units (RSUs) to executive officers and certain key management employees.

The Company grants awards of RSUs to executive officers and certain key management employees annually on a discretionary basis.

These awards vest over a three-year period with one-third vesting on each anniversary date of the grant.

6 unchanged sentences

Normally a participant must be actively employed by, or serving as a director of, the Company on the vesting date for shares to be issued, but the Company may make other arrangements in connection with termination of employment prior to the vesting date.

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

Officers and directors can elect to defer receipt of RSUs, which will be issued in shares of Sonoco common stock in installments beginning no earlier than six months following separation from the Company or the Board of Directors (the “Board”), respectively.

Key management employees are required to take receipt of the stock issued upon the vest date.

The weighted-average grant-date fair value of RSUs granted was $ 56.87 , $ 53.55 and $ 57.77 per share in 2023, 2022 and 2021, respectively.

The fair value of shares vesting during the year was $ 10,320 , $ 6,243 , and $ 4,063 for 2023, 2022 and 2021, respectively.

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

As of December 31, 2022, there was $ 9,597 of total unrecognized compensation cost related to nonvested restricted stock units.

Non-cash stock-based compensation associated with restricted stock grants totaled $ 15,005 , $ 11,113 and $ 8,278 for 2023, 2022 and 2021, respectively.

As of December 31, 2023, there was $ 11,674 of total unrecognized compensation cost related to nonvested RSUs.

This cost is expected to be recognized over a weighted-average period of 26 months.

F-25 FORM 10-K SONOCO 2022 ANNUAL REPORT

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

The activity related to RSUs for the year ended December 31, 2023 is as follows:

Nonvested Vested Total

9 unchanged sentences

Performance Contingent Restricted Stock Units

The Company grants performance contingent restricted stock units (PCSUs) annually on a discretionary basis to executive officers and certain key management employees.

The ultimate number of PCSUs awarded is dependent upon the degree to which performance, relative to defined targets related to earnings, return on invested capital, and return on net assets employed, is achieved over a three-year performance cycle.

The Company grants PCSUs annually on a discretionary basis to executive officers and certain key management employees.

The ultimate number of PCSUs awarded is dependent upon the degree to which performance, relative to defined targets related to earnings and return on invested capital is achieved over a three-year performance cycle and for the 2023 PCSU grant only, a modifier for total stock return performance.

The Company estimates the fair value of its 2023 PCSUs based upon the Company’s stock price on the date of grant and an estimate of the Company’s payout modifier based upon the projected total stock return performance relative to its peer group companies.

The comparative

F-27 FORM 10-K SONOCO 2023 ANNUAL REPORT

market indices for the awards that vest based on total stock return to shareholders are the S&P Composite 1500 Materials Index.

If the Company’s actual total stock return for the three-year measurement period is determined to be between the 25th and 75th percentile relative to its peers, no additional modifier is triggered for the 2023 PCSU grant upon vesting.

If the Company’s total stock return for the three-year measurement period is determined to be above the 75th percentile, the modifier adds 20 % to the award’s vested share payout for total stock return performance in the top quartile, and if the Company’s return falls below the 25th percentile relative to its peers, the modifier reduces the award’s share payout by 20 % for performance in the bottom quartile.

PCSUs granted vest at the end of the three-year performance period if the respective performance targets are met.

1 unchanged sentence

Upon vesting, PCSUs are convertible into common shares on a one -for-one basis.

Officers can elect to defer receipt of PCSUs, which will be issued in shares of Sonoco common stock in installments beginning no earlier than six months following separation from the Company.

Key management employees are required to take receipt of the stock issued upon the vest date.

Except in the event of the participant's death, disability, or retirement, if a participant is not employed by the Company at the end of the performance period, no PCSUs will vest.

1 unchanged sentence

In the event of a change in control, as defined under the 2019 Plan, all unvested PCSUs will vest at target on a pro rata basis if the change in control occurs during the three-year performance period.

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

The activity related to PCSUs for the year ended December 31, 2023 is as follows:

Nonvested Vested Total Average Grant Date Fair Value per Share

7 unchanged sentences

Outstanding, December 31, 2023 418,403 236,492 654,895 $ 53.51

As of December 31, 2022, the 2022 PSCUs to be awarded are estimated to range from 0 to 357,362 units and are tied to the three-year performance period ending December 31, 2024.

As of December 31, 2023, the 2023 PSCUs to be awarded are estimated to range from 0 to 449,255 units, including the 20 % total stock return modifier, and are tied to the three-year performance period ending December 31, 2025.

As of December 31, 2023, the 2022 PSCUs to be awarded are estimated to range from 0 to 342,808 units and are tied to the three-year performance period ending December 31, 2024.

2 unchanged sentences

The fair value of these units was $ 12,600 as of December 31, 2023.

The performance cycle for the 2019 PCSUs was completed on December 31, 2021.

Outstanding stock units of 64,243 were determined to have been earned.

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

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

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

The performance cycle for the 2019 PCSUs was completed on December 31, 2021.

Outstanding stock units of 139,886 units were determined to have been earned.

Outstanding stock units of 64,243 were determined to have been earned.

The fair value of these units was $ 3,719 as of December 31, 2021.

The weighted-average grant-date fair value of PCSUs granted was $ 55.04 , $ 51.94 , and $ 55.95 per share in 2023, 2022 and 2021, respectively.

Noncash stock-based compensation associated with PCSUs totaled $ 17,900 , $ 11,477 and $ 2,023 for 2022, 2021 and 2020, respectively.

Non-cash stock-based compensation associated with PCSUs totaled $ 10,751 , $ 17,900 and $ 11,477 for 2023, 2022 and 2021, respectively.

As of December 31, 2023, there was approximately $ 8,746 of total unrecognized compensation cost related to nonvested PCSUs.

3 unchanged sentences

These SARs had an exercise price equal to the closing market price on the date of the grant and can be settled only in stock.

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

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

All outstanding SARs are vested as of December 31, 2023.

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

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

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

SARs expense was recognized following the graded-vesting method.

As of December 31, 2023, there is no unrecognized compensation cost, and no non-cash stock-based compensation expense was incurred for the year ended December 31, 2023 related to nonvested SARs.

Noncash stock-based compensation expense associated with SARs totaled $ 40 for 2022 and $ 347 for 2021.

The aggregate intrinsic value of SARS exercised during 2023, 2022, and 2021 was $ 158 , $ 582 , and $ 2,575 , respectively.

F-26 FORM 10-K SONOCO 2022 ANNUAL REPORT

The activity related to the Company’s SARs for the year ended December 31, 2023 is as follows:

1 unchanged sentence

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

Vested ( 124,164 ) 124,164 —

Granted — — — $ —

3 unchanged sentences

Exercisable, December 31, 2023 — 729,515 729,515 $ 55.13

F-28 FORM 10-K SONOCO 2023 ANNUAL REPORT

The weighted average remaining contractual life for both SARs outstanding and exercisable at December 31, 2023 was 4.1 years.

8 unchanged sentences

Non-employee directors may elect to defer a portion of their cash retainer or other fees (except chair retainers) into phantom stock equivalent units as if Sonoco shares were actually purchased.

The deferred stock equivalent units accrue dividend equivalents, and are issued in shares of Sonoco common stock six months following termination of Board service.

The deferred stock equivalent units accrue dividend equivalents, and are issued in shares of Sonoco common stock beginning six months following termination of Board service.

Directors must elect to receive these deferred distributions in one , three or five annual installments.

5 unchanged sentences

Outstanding, December 31, 2023 324,602

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

Compensation deferrals for employees and directors, all of which will be settled in Company stock after retirement, totaled $ 2,024 , $ 2,256 , and $ 2,507 , during 2023, 2022, and 2021, respectively.

F-29 FORM 10-K SONOCO 2023 ANNUAL REPORT

31 unchanged sentences

Plan amendments 306 665 11,637 —

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

Actuarial loss/(gain)

15,663 ( 124,982 ) ( 266 ) ( 1,825 )

Benefits paid ( 26,703 ) ( 22,268 ) ( 788 ) ( 1,224 )

2 unchanged sentences

Effect of curtailments — ( 112 ) — —

Acquisitions 43,934 — — —

Benefit obligation at December 31 $ 413,456 $ 352,843 $ 22,571 $ 11,244

11 unchanged sentences

Expenses paid ( 1,108 ) ( 1,189 ) ( 56 ) ( 88 )

Acquisitions 32,322 — — —

Fair value of plan assets at December 31 $ 295,587 $ 253,125 $ 13,213 $ 12,750

9 unchanged sentences

Net (liability)/asset $ ( 117,869 ) $ ( 99,718 ) $ ( 9,358 ) $ 1,506

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

Items not yet recognized as a pre-tax component of net periodic benefit cost that are included in Accumulated Other Comprehensive Loss as of December 31, 2023 and 2022, are as follows:

Retirement Plans Retiree Health and

4 unchanged sentences

$ 120,514 $ 115,611 $ 5,517 $ ( 6,437 )

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

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

Retirement Plans Retiree Health and

3 unchanged sentences

Net actuarial loss/(gain) $ 10,709 $ 4,839 $ ( 63,684 ) $ ( 451 ) $ ( 761 ) $ ( 412 )

Prior service cost/(credit) $ 678 $ 837 $ 1,229 $ — $ — $ —

Prior service cost 430 678 837 11,637 — —

Net settlements/curtailments ( 1,010 ) ( 522 ) ( 550,706 ) — — —

4 unchanged sentences

Total recognized in net periodic benefit cost and other comprehensive loss/(income) $ 22,707 $ 9,081 $ ( 57,633 ) $ 11,610 $ ( 622 ) $ ( 285 )

The accumulated benefit obligation for all defined benefit plans was $ 347,608 and $ 504,944 at December 31, 2022 and 2021, respectively.

The projected benefit obligation (PBO), accumulated benefit obligation (ABO) and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were, $ 176,702 , $ 171,705 and $ 48,277 , respectively, as of December 31, 2022, and $ 228,127 , $ 223,657 and $ 61,686 , respectively, as of December 31, 2021.

The accumulated benefit obligation (“ABO”) for all defined benefit plans was $ 404,648 and $ 347,608 at December 31, 2023 and 2022, respectively.

The projected benefit obligation (“PBO”), ABO and fair value of plan assets for pension plans with ABOs in excess of plan assets were, $ 229,397 , $ 224,045 and $ 84,929 , respectively, as of December 31, 2023, and $ 176,702 , $ 171,705 and $ 48,277 , respectively, as of December 31, 2022.

RTS Packaging defined benefit plan

On September 8, 2023, the Company completed the acquisition of the remaining 65 % ownership interest of the RTS Packaging joint venture, which included the assumption of the RTS Packaging Pension Plan (the “RTS Plan”).

At the time of the acquisition, the RTS Plan had a PBO of $ 43,934 and plan assets of $ 32,322 , resulting in long-term and short term unfunded pension obligations of $ 11,529 and $ 83 , respectively.

Since the formation of the original joint venture, the Company had recognized its 35 % share of actuarial gains and losses related to the RTS Plan in “Accumulated other comprehensive loss.” Upon the acquisition of the remaining 65 % interest in RTS Packaging, a pre-tax loss of $ 4,756 ($ 3,543 after tax) was reclassified out of “Accumulated other comprehensive loss” into earnings.

The pre-tax loss is reflected in “Other income, net” in the Company’s Consolidated Statements of Income for the year ending December 31, 2023.

Plan termination, settlements, changes and amendments

In July 2019, the Company's Board of Directors approved a resolution to terminate the Sonoco Pension Plan for Inactive Participants (the "Inactive Plan"), a tax-qualified defined benefit plan, effective September 30, 2019.

The Company amended its U.S.

Retiree Health and Life Insurance Plan in 2023 to expand the eligibility requirements for certain non-union hourly employees.

The amendment resulted in an increase in both the accumulated postretirement benefit obligation and prior service cost component of accumulated other comprehensive loss of $ 11,637 .

The service cost will be amortized over the average life expectancy of the plan participants beginning in 2024.

The Company recognized settlement charges totaling $ 1,010 and $ 479 in 2023 and 2022, respectively.

Settlements in both years 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.

Settlements in 2023 also included payments associated with the termination of a pension plan in Taiwan.

In July 2019, the Board approved a resolution to terminate the Sonoco Pension Plan for Inactive Participants (the “Inactive Plan”), a tax-qualified defined benefit plan, effective September 30, 2019.

Following completion of a limited lump sum offering in April 2021, the Company settled all remaining liabilities under the Inactive Plan in June 2021 through the purchase of annuities.

2 unchanged sentences

The termination of the Inactive Plan applied to participants who had separated service from Sonoco and to non-union active employees who no longer accrued pension benefits.

There was no change in the cumulative benefit previously earned by the approximately 11,000 participants affected by these actions.

The Company continues to manage and support the Active Plan, comprised of approximately 700 active participants who continue to accrue benefits in accordance with a flat-dollar multiplier formula.

Additional settlement charges totaling $ 479 and $ 11,984 were recognized in 2022 and 2021, respectively, primarily as a result of activity in our Canadian plans, including settlement charges in 2021 from the annuitization of the Trenton Union Plan in Ontario, Canada.

This plan was terminated in June 2020 and the participants were fully annuitized in December 2021.

Settlements in 2022 resulted from lump-sum payments to certain participants of the Company's other Canadian pension plans who elected a lump-sum distribution option upon retirement.

There was no change in the cumulative benefit previously earned by the approximately 11,000 participants

F-31 FORM 10-K SONOCO 2023 ANNUAL REPORT

affected by these actions.

The Company continues to manage and support the Sonoco Pension Plan for Active Participants (the “Active Plan”), comprised of approximately 700 active participants who continue to accrue benefits in accordance with a flat-dollar multiplier formula.

Additional settlement charges of $ 11,984 were recognized in 2021, primarily due to the annuitization of the Trenton Union Plan in Ontario, Canada.

This plan was terminated in June 2020 and the participants were fully annuitized in December 2021.

Projected benefit payments

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The assumed rate of compensation increase reflects historical experience and management’s expectations regarding future salary and incentive increases.

F-32 FORM 10-K SONOCO 2023 ANNUAL REPORT

Medical trends

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plan approved in 1999, which became effective in 2003, cost increases borne by the Company are limited to the Urban CPI, as defined.

F-30 FORM 10-K SONOCO 2022 ANNUAL REPORT

Retirement plan assets

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

The assets of the U.S., RTS Plan, U.K., and Canadian defined benefit plans comprise approximately 93 % of the total postretirement benefit plan assets.

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

2 unchanged sentences

Equity securities 2023 22.2 % 18.6 % 20.0 % 29.4 %

2021 23.5 % 32.8 % 33.6 %

2022 23.4 % N/A 22.6 % 34.0 %

Debt securities 2023 76.6 % 81.2 % 79.1 % 70.6 %

2021 72.0 % 66.6 % 66.4 %

2022 72.9 % N/A 76.3 % 66.0 %

Cash and short-term investments 2023 1.2 % 0.2 % 0.9 % — %

2021 4.5 % 0.6 % — %

2022 3.7 % N/A 1.1 % — %

Total 2023 100.0 % 100.0 % 100.0 % 100.0 %

2021 100.0 % 100.0 % 100.0 %

2022 100.0 % N/A 100.0 % 100.0 %

The Company employs a total-return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a desired level of risk.

4 unchanged sentences

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

These guidelines established a dynamic derisking framework for gradually shifting the allocation of assets to long-duration domestic fixed income from equity and other asset categories, as the relative funding ratio of the plan increased over time.

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

These guidelines established a dynamic derisking framework for shifting the allocation of assets to long-duration domestic fixed income from equity and other asset categories, as the relative funding ratio of the plan increased over time.

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

Equity Securities - 20 % and Debt Securities – 80 %.

RTS defined benefit plan

The Company has adopted similar investment guidelines for the RTS Plan as it has for its U.S.

Active Plan assets.

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

Equity Securities – 20 % and Debt Securities – 80 %.

United Kingdom defined benefit plan

6 unchanged sentences

The current target allocation (midpoint) for the investment portfolio is 29 % Equity Securities and 71 % Debt Securities.

F-33 FORM 10-K SONOCO 2023 ANNUAL REPORT

Retiree health and life insurance plan assets

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qualified defined benefit pension plan and provided for an annual Company contribution of 4 % of all eligible pay plus 4 % of eligible pay in excess of the Social Security wage base to eligible participant accounts.

Participants were fully vested after

F-31 FORM 10-K SONOCO 2022 ANNUAL REPORT

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

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

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

Participants were fully vested after three years of service or upon reaching age 55 , if earlier.

As a result of the termination, the Company recognized no SRC expense in 2023 or 2022.

Expenses related to the plan for 2021 were approximately $ 22,914 .

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

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

The Company made no annual SRC contributions in 2023 and no additional annual contributions will be made in the future.

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

17 unchanged sentences

Total taxes $ 149,278 $ 118,509 $ ( 67,430 )

F-34 FORM 10-K SONOCO 2023 ANNUAL REPORT

Deferred tax (liabilities)/assets are comprised of the following at December 31:

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State loss and credit carryforwards are reflected at their “tax” value, as opposed to the amount of expected gross deduction due to the vastly different apportionment and statutory tax rates applicable to the various entities and states in which the Company files.

F-32 FORM 10-K SONOCO 2022 ANNUAL REPORT

A reconciliation of the U.S.

17 unchanged sentences

Provision for/(Benefit from) income taxes $ 149,278 24.3 % $ 118,509 20.7 % $ ( 67,430 ) 41.9 %

The total amount of the one-time transition tax on certain accumulated foreign earnings as part of the Tax Cuts and Jobs Act ("Tax Act") was $ 80,580 .

Under the provisions of the Tax Act, the transition tax is payable in installments over a period of 8 years.

The Company has satisfied all installments through 2022 and further reduced the liability by amendment of its 2017 U.S.

income tax return to reflect a decrease in the transition tax from the increased use of foreign tax credits.

The resulting overpayment reduced the remaining installment payments by $ 44,929 .

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

The Company was subject to the one-time transition tax on certain accumulated foreign earnings as part of the Tax Cuts and Jobs Act (“Tax Act”).

Under the provisions of the Tax Act, the transition tax was payable in installments over a period of 8 years.

The Company paid its final installment of $ 1,366 during 2023 and has no remaining obligation.

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

1 unchanged sentence

These adjustments changed the reserve by a total of approximately $( 891 ), $( 1,484 ) and $ 3,743 in 2023, 2022 and 2021, respectively.

In many of the countries in which the Company operates, earnings are taxed at rates different than in the U.S.

F-35 FORM 10-K SONOCO 2023 ANNUAL REPORT

In many of the countries in which the Company operates, earnings are taxed at rates different than in the United States.

This difference is reflected in “Foreign earnings taxed at other than U.S.

4 unchanged sentences

The GILTI tax in 2022 of $ 2,851 was partially offset by GILTI tax credits of $ 1,245 , resulting in a net GILTI tax of $ 1,606 .

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

The benefits included in “Valuation allowance” for 2022 include a $ 13,182 net recognized benefit associated with the release of valuation allowance on foreign NOLs due to an increase in projected future foreign income.

The Company maintains its assertion that its undistributed foreign earnings are indefinitely reinvested and, accordingly, has not recorded any deferred income tax liabilities that would be due if those earnings were repatriated.

As of December 31, 2023, these undistributed earnings total $ 1,040,580 .

While the majority of these earnings have already been taxed in the U.S., a portion would be subject to foreign withholding and U.S.

While the majority of these earnings have already been taxed in the United States, a portion would be subject to foreign withholding and U.S.

income taxes and credits if distributed.

13 unchanged sentences

The Company had $ 1,773 and $ 859 accrued for interest related to uncertain tax positions at December 31, 2023 and December 31, 2022, respectively.

Tax expense for the year ended

F-33 FORM 10-K SONOCO 2022 ANNUAL REPORT

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

Tax expense for the year ended December 31, 2023, includes net interest expense of $ 914 , which is comprised of an interest benefit of $ 272 related to the adjustment of prior years’ items and interest expense of $ 1,186 on unrecognized tax benefits.

The amounts listed above for accrued interest and interest expense do not reflect the benefit of a federal tax deduction which would be available if the interest were ultimately paid.

1 unchanged sentence

With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2017.

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

The Company believes that it is reasonably possible that the amount reserved for uncertain tax positions at December 31, 2023 will decrease by $ 10,018 over the next twelve months.

This change includes the anticipated increase in reserves related to existing positions offset by settlements of issues currently under examination and the release of existing reserves due to the expiration of the statute of limitations.

17 unchanged sentences

Total $ 3,626,977 $ 2,374,113 $ 780,202 $ 6,781,292

F-36 FORM 10-K SONOCO 2023 ANNUAL REPORT

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

17 unchanged sentences

Contract liabilities represent revenue deferred due to pricing mechanisms utilized by the Company in certain multi-year arrangements, volume rebates, and receipts of advanced payments.

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

F-34 FORM 10-K SONOCO 2022 ANNUAL REPORT

release the deferral over the back half of the contract term.

For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the initial term of the arrangement, and will release the deferral over the back half of the contract term.

Contract assets and liabilities are generally short in duration given the nature of products produced by the Company.

The following table sets forth information about contract assets and liabilities from contracts with customers.

The balances of the contract assets and liabilities are located in "Other receivables" and "Accrued expenses and other" on the Consolidated Balance Sheets.

The balances of the contract assets and liabilities are located in “Other receivables” and “Accrued expenses and other”, respectively, on the Consolidated Balance Sheets.

December 31, 2023 December 31, 2022

5 unchanged sentences

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

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

Acquired as part of a business combination — ( 1,436 ) 8,107 ( 5,418 )

Revenue deferred or rebates accrued — ( 53,464 ) — ( 57,510 )

2 unchanged sentences

Increases due to rights to consideration for customer specific goods produced, but not billed during the period 54,334 — 56,008 —

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

Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combination ( 56,008 ) — ( 59,213 ) —

Ending balance $ 54,334 $ ( 24,973 ) $ 56,008 $ ( 22,423 )

F-37 FORM 10-K SONOCO 2023 ANNUAL REPORT

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.

Pursuant to 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.

16 unchanged sentences

As of December 31, 2023, the Company had long-term obligations to purchase electricity and steam, which it uses in its production processes, as well as long-term purchase commitments for certain raw materials, principally old corrugated containers.

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

These purchase commitments require the Company to make total payments of approximately $ 244,867 , as follows:

$ 102,713 in 2024;

2 unchanged sentences

$ 8,954 in 2027, and a total of $ 0 from 2028 through 2032.

F-35 FORM 10-K SONOCO 2022 ANNUAL REPORT

Shareholders’ equity and earnings per share

Share repurchases

On April 20, 2021, the Company's Board of Directors (the "Board") authorized the repurchase of the Company's common stock in an aggregate amount of up to $ 350,000 .

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

No shares were purchased under this authorization during 2022.

On April 20, 2021, the Board authorized the repurchase of the Company’s common stock in an aggregate amount of up to $ 350,000 .

A total of $ 137,972 remained available for share repurchases under this authorization as of December 31, 2022 and December 31, 2023.

No shares were purchased under this authorization during 2023 or 2022.

The following transactions occurred during 2021:

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

9 unchanged sentences

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

The Company occasionally repurchases shares of its common stock to satisfy employee tax withholding obligations in association with the exercise of stock appreciation rights, restricted stock units, and performance contingent stock units.

The Company occasionally repurchases shares of its common stock to satisfy employee tax withholding obligations in association with the exercise of SARs, RSUs, and PCSUs.

These repurchases, which are not part of a publicly announced plan or program, totaled 175,665 shares during 2023, 79,347 shares during 2022, and 99,824 shares during 2021, at a cost of $ 10,617 , $ 4,547 and $ 6,057 , respectively.

F-38 FORM 10-K SONOCO 2023 ANNUAL REPORT

Earnings per share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

The following table sets forth the computation of basic and diluted earnings/(loss) per share (in thousands, except per share data):

2023 2022 2021

1 unchanged sentence

Weighted average common shares outstanding 98,294 97,991 99,608

Dilutive effect of stock-based compensation 741 — 270

Dilutive effect of share-based compensation 596 741 —

Diluted outstanding shares 98,890 98,732 99,608

6 unchanged sentences

Anti-dilutive securities

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

For stock appreciation rights (SARs), in particular, the treasury stock method assumes the proceeds from the exercise of all dilutive SARs are used to repurchase the Company’s common stock.

Certain SARs are not dilutive because either the exercise price is greater than the average market price of the stock during the reporting period or assumed repurchases from proceeds from the exercise of the SARs were antidilutive.

Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes the proceeds from the exercise of all dilutive SARs are used to repurchase the Company’s common stock.

The average number of shares that were not dilutive and therefore not included in the computation of diluted income/ (loss) per share was as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands):

1 unchanged sentence

Anti-dilutive stock appreciation rights 352 373 202

These stock appreciation rights may become dilutive in future periods if the market price of the Company’s common stock appreciates.

These SARs may become dilutive in future periods if the market price of the Company’s common stock appreciates.

Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

Such securities have an anti-dilutive impact in those periods in which a loss is reported.

Diluted net loss per share of common stock for the year ended December 31, 2021 is the same as basic net loss per share because

F-36 FORM 10-K SONOCO 2022 ANNUAL REPORT

otherwise dilutive securities are excluded from the computation of diluted net loss per share.

Diluted net loss per share of common stock for the year ended December 31, 2021 is the same as basic net loss per share because otherwise dilutive securities are excluded from the computation of diluted net loss per share.

The number of potentially dilutive securities excluded from the computation of diluted net loss per share during the year ended December 31, 2021 was 470 .

13 unchanged sentences

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

Prior to the divestiture of the Company's global display and packaging business in two separate transactions, the European contract packaging business on November 30, 2020 and the U.S.

display and packaging business on April 4, 2021, these businesses, which included point-of-purchase displays, fulfillment operations, and contract packaging, were reported in All Other.

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

Effective January 1, 2024, the Company will integrate its flexible packaging and thermoforming packaging businesses within the Consumer Packaging segment in order to streamline operations, enhance customer service and better position the business for accelerated growth.

As a result, the Company will change its operating and reporting structure to reflect the way it plans to manage its operations, evaluate performance, and allocate resources going forward.

Therefore, in future reporting periods, the Company’s consumer thermoforming businesses will move from the All Other group of businesses to the Consumer Packaging segment.

The Company’s Industrial Paper Packaging segment will not be affected by these changes.

As of and for the year ended December 31, 2023, there were no changes to the manner in which the Company reviewed financial information at the segment level;

therefore, these changes had no impact on our reporting structure.

F-39 FORM 10-K SONOCO 2023 ANNUAL REPORT

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

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

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

Years ended December 31

29 unchanged sentences

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

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

Included in Corporate above are restructuring/asset impairment charges, changes in LIFO inventory reserves, net, gains or losses from derivatives, gains or losses from the divestiture of businesses and other assets, acquisition, integration and divestiture-related costs, amortization of acquired intangibles, and other non-operating income and expenses associated with the following segments:

Industrial Paper

4 unchanged sentences

2021 ( 25,983 ) ( 2,570 ) ( 23,312 ) ( 673,900 ) ( 725,765 )

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

The remaining amounts reported as Corporate consist of:

interest expense;

interest income;

non-operating pension costs;

and portions of acquisition, integration and divestiture-related costs, restructuring, other income, net, and other non-operating income and expenses not associated with a particular segment.

Identifiable assets are those assets used by each segment in its operations.

29 unchanged sentences

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

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

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

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

Other comprehensive income/(loss) ( 75,052 ) 471,350 1,119 397,417

Other comprehensive (loss)/income ( 69,240 ) 424 ( 1,842 ) ( 70,658 )

Balance at December 31, 2022 $ ( 338,316 ) $ ( 90,973 ) $ ( 794 ) $ ( 430,083 )

$ ( 269,076 ) $ ( 91,397 ) $ 1,048 $ ( 359,425 )

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

Other comprehensive income/(loss) before reclassifications 68,705 ( 16,305 ) 6,622 59,022

Amounts reclassified from accumulated other comprehensive loss to net income 2,033 7,651 ( 5,177 ) 4,507

Amounts reclassified from accumulated other comprehensive loss to fixed assets — — 292 292

Other comprehensive (loss)/income ( 69,240 ) 424 ( 1,842 ) ( 70,658 )

Other comprehensive income/(loss) 70,738 ( 8,654 ) 1,737 63,821

Balance at December 31, 2023 $ ( 267,578 ) $ ( 99,627 ) $ 943 $ ( 366,262 )

$ ( 338,316 ) $ ( 90,973 ) $ ( 794 ) $ ( 430,083 )

F-41 FORM 10-K SONOCO 2023 ANNUAL REPORT

4 unchanged sentences

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

Loss on RTS Packaging investment (see Note 3) ( 2,033 ) — Other income, net

( 2,033 ) ( 3,747 ) Net income/(loss)

Defined benefit pension items (see Note 14)

Pension-related loss upon purchase of remaining interest in RTS Packaging joint venture ( 4,756 ) — Other income, net

Effect of settlement loss ( 1,010 ) ( 479 ) Non-operating pension cost

11 unchanged sentences

5,177 5,593 Net income/(loss)

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

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

Amounts reclassified to net income from accumulated other comprehensive loss $ ( 4,507 ) $ ( 2,049 ) Net income/(loss)

The following table summarizes the tax expense/(benefit) for the components of other comprehensive income/(loss):

For the year ended December 31, 2023

2 unchanged sentences

Foreign currency items:

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

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

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

Other comprehensive income/(loss) before reclassifications

$ 67,411 $ 1,294 $ 68,705 $ ( 72,987 ) $ — $ ( 72,987 )

Amounts reclassified from accumulated other comprehensive loss to net income 2,033 — 2,033 3,747 — 3,747

Net other comprehensive income/(loss) from foreign currency items 69,444 1,294 70,738 ( 69,240 ) — ( 69,240 )

Defined benefit pension items:

Other comprehensive (loss)/ income before reclassifications ( 21,815 ) 5,510 ( 16,305 ) ( 3,365 ) ( 106 ) ( 3,471 )

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

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

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

Amounts reclassified from accumulated other comprehensive loss to net income 10,224 ( 2,573 ) 7,651 6,994 ( 3,099 ) 3,895

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

( 11,591 ) 2,937 ( 8,654 ) 3,629 ( 3,205 ) 424

1 unchanged sentence

Other comprehensive income/(loss) before reclassifications 9,081 ( 2,459 ) 6,622 4,312 ( 1,068 ) 3,244

Amounts reclassified from accumulated other comprehensive loss to net income/(loss) ( 7,556 ) 1,963 ( 5,593 ) ( 8,462 ) 2,204 ( 6,258 )

Amounts reclassified from accumulated other comprehensive loss to net income ( 7,100 ) 1,923 ( 5,177 ) ( 7,556 ) 1,963 ( 5,593 )

Amounts reclassified from accumulated other comprehensive loss to fixed assets 401 ( 109 ) 292 805 ( 298 ) 507

Net other comprehensive (loss)/income from cash flow hedges 2,382 ( 645 ) 1,737 ( 2,439 ) 597 ( 1,842 )

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

(a) See Note 13 for more information.

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

Other comprehensive income/(loss) $ 60,235 $ 3,586 $ 63,821 $ ( 68,050 ) $ ( 2,608 ) $ ( 70,658 )

(a) The net other comprehensive (loss)/income from defined benefit pension items includes pretax changes of $ 1,391 during the year ended December 31, 2022 related to the Company’s former equity method investment in RTS Packaging.

F-42 FORM 10-K SONOCO 2023 ANNUAL REPORT

Subsequent events

On January 30, 2024, the Company entered into a definitive agreement to sell its Protective Solutions business, part of the All Other group of businesses, to Black Diamond Capital Management, LLC for an estimated $ 80,000 in cash.

The transaction is expected to be completed in the first half of 2024, subject to the satisfaction or waiver of customary closing conditions.

This business provides foam components and integrated material solutions for various industrial end markets.

The business operates nine manufacturing facilities and has approximately 900 employees.

This sale is the result of the Company’s continuing evaluation of its business portfolio and is consistent with its strategic and investment priorities.

F-43 FORM 10-K SONOCO 2023 ANNUAL REPORT

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data