SONOCO PRODUCTS CO 10-Q

Item 1. Financial Statements. SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Dollars and shares in thousands) June 30, 2024 December 31, 2023* Assets Current Assets Cash and cash equivalents $ 140,233 $ 151,937 Trade accounts receivable, net of allowances 960,262 904,898 Other receivables 109,575 106,644 Inventories, net: Finished and in process 341,952 324,910 Materials and supplies 390,621 448,591 Prepaid expenses 171,820 113,385 Total Current Assets 2,114,463 2,050,365 Property, Plant and Equipment, Net 1,893,404 1,906,137 Goodwill 1,769,519 1,810,654 Other Intangible Assets, Net 803,911 853,670 Deferred Income Taxes 27,531 31,329 Right of Use Asset-Operating Leases 313,650 314,944 Other Assets 232,186 224,858 Total Assets $ 7,154,664 $ 7,191,957 Liabilities and Equity Current Liabilities Payable to suppliers $ 730,563 $ 707,490 Accrued expenses and other 402,758 400,014 Notes payable and current portion of long-term debt 485,479 47,132 Accrued taxes 7,333 10,641 Total Current Liabilities 1,626,133 1,165,277 Long-term Debt, Net of Current Portion 2,541,929 3,035,868 Noncurrent Operating Lease Liabilities 267,493 265,454 Pension and Other Postretirement Benefits 140,011 142,900 Deferred Income Taxes 91,999 100,788 Other Liabilities 45,232 49,835 Commitments and Contingencies Sonoco Shareholders’ Equity Common stock, no par value Authorized 300,000 shares 98,258 and 97,957 shares issued and outstanding at June 30, 2024 and December 31, 2023 , respectively 7,175 7,175 Capital in excess of stated value 167,114 159,047 Accumulated other comprehensive loss ( 418,317 ) ( 366,262 ) Retained earnings 2,678,673 2,624,380 Total Sonoco Shareholders’ Equity 2,434,645 2,424,340 Noncontrolling Interests 7,222 7,495 Total Equity 2,441,867 2,431,835 Total Liabilities and Equity $ 7,154,664 $ 7,191,957 * The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (the “United States” or “U.S.”). See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 3 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) (Dollars and shares in thousands except per share data) Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Net sales $ 1,623,479 $ 1,705,290 $ 3,261,022 $ 3,435,073 Cost of sales 1,266,125 1,347,972 2,566,115 2,703,327 Gross profit 357,354 357,318 694,907 731,746 Selling, general and administrative expenses 202,210 170,773 395,692 358,749 Restructuring/Asset impairment charges 19,250 6,057 50,868 34,871 Gain on divestiture of business and other assets 4,478 7,371 4,478 79,381 Operating profit 140,372 187,859 252,825 417,507 Other income, net 5,867 — 5,867 — Non-operating pension costs 4,170 3,342 7,465 7,000 Interest expense 29,640 34,284 60,860 68,516 Interest income 3,555 1,944 7,113 3,506 Income before income taxes 115,984 152,177 197,480 345,497 Provision for income taxes 27,307 40,740 44,667 87,652 Income before equity in earnings of affiliates 88,677 111,437 152,813 257,845 Equity in earnings of affiliates, net of tax 2,274 3,312 3,411 5,168 Net income 90,951 114,749 156,224 263,013 Net income attributable to noncontrolling interests ( 140 ) ( 100 ) ( 236 ) ( 45 ) Net income attributable to Sonoco $ 90,811 $ 114,649 $ 155,988 $ 262,968 Weighted average common shares outstanding: Basic 98,671 98,325 98,583 98,246 Diluted 99,241 98,872 99,199 98,740 Per common share: Net income attributable to Sonoco: Basic $ 0.92 $ 1.17 $ 1.58 $ 2.68 Diluted $ 0.92 $ 1.16 $ 1.57 $ 2.66 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 4 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (Dollars in thousands) Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Net income $ 90,951 $ 114,749 $ 156,224 $ 263,013 Other comprehensive (loss)/income: Foreign currency translation adjustments ( 33,408 ) 21,690 ( 53,194 ) 53,498 Changes in defined benefit plans, net of tax 2,079 ( 1,763 ) 2,122 ( 847 ) Changes in derivative financial instruments, net of tax ( 1,661 ) 1,428 ( 1,492 ) 3,942 Other comprehensive (loss)/income ( 32,990 ) 21,355 ( 52,564 ) 56,593 Comprehensive income: 57,961 136,104 103,660 319,606 Less: Net income attributable to noncontrolling interests ( 140 ) ( 100 ) ( 236 ) ( 45 ) Less: Other comprehensive loss attributable to noncontrolling interests 42 298 509 59 Comprehensive income attributable to Sonoco $ 57,863 $ 136,302 $ 103,933 $ 319,620 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 5 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (unaudited) (Dollars and shares in thousands) Total Equity Common Shares Capital in Excess of Stated Value Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interests Outstanding Amount December 31, 2023 $ 2,431,835 97,957 $ 7,175 $ 159,047 $ ( 366,262 ) $ 2,624,380 $ 7,495 Net income 65,273 65,177 96 Other comprehensive (loss)/income: Translation loss ( 19,786 ) ( 19,319 ) ( 467 ) Defined benefit plan adjustment, net of tax 43 43 Derivative financial instruments, net of tax 169 169 Other comprehensive loss ( 19,574 ) ( 19,107 ) ( 467 ) Dividends ( 50,348 ) ( 50,348 ) Issuance of stock awards 204 460 204 Shares repurchased ( 9,139 ) ( 162 ) ( 9,139 ) Share-based compensation 8,325 8,325 Other 906 906 March 31, 2024 $ 2,427,482 98,255 $ 7,175 $ 159,343 $ ( 385,369 ) $ 2,639,209 $ 7,124 Net income 90,951 90,811 140 Other comprehensive income/(loss): Translation loss ( 33,408 ) ( 33,366 ) ( 42 ) Defined benefit plan adjustment, net of tax 2,079 2,079 Derivative financial instruments, net of tax ( 1,661 ) ( 1,661 ) Other comprehensive loss ( 32,990 ) ( 32,948 ) ( 42 ) Dividends ( 51,347 ) ( 51,347 ) Issuance of stock awards 181 4 181 Shares repurchased ( 23 ) ( 1 ) ( 23 ) Share-based compensation 6,656 6,656 Other 957 957 June 30, 2024 $ 2,441,867 2,441,867 98,258 $ 7,175 $ 167,114 $ ( 418,317 ) $ 2,678,673 $ 7,222 6 Total Equity Common Shares Capital in Excess of Stated Value Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interests Outstanding Amount December 31, 2022 $ 2,072,797 97,645 $ 7,175 $ 140,539 $ ( 430,083 ) $ 2,348,183 $ 6,983 Net income/(loss) 148,264 148,319 ( 55 ) Other comprehensive income: Translation income 31,808 31,569 239 Defined benefit plan adjustment, net of tax 916 916 Derivative financial instruments, net of tax 2,514 2,514 Other comprehensive income 35,238 34,999 239 Dividends ( 48,203 ) ( 48,203 ) Issuance of stock awards 472 485 472 Shares repurchased ( 10,576 ) ( 175 ) ( 10,576 ) Share-based compensation 7,573 7,573 April 2, 2023 $ 2,205,565 97,955 $ 7,175 $ 138,008 $ ( 395,084 ) $ 2,448,299 $ 7,167 Net income 114,749 114,649 $ 100 Other comprehensive income/(loss): Translation income/(loss) 21,690 21,988 ( 298 ) Defined benefit plan adjustment, net of tax ( 1,763 ) ( 1,763 ) Derivative financial instruments, net of tax 1,428 1,428 Other comprehensive income/(loss) 21,355 21,653 ( 298 ) Dividends ( 50,180 ) ( 50,180 ) Issuance of stock awards 222 1 222 Shares repurchased ( 26 ) — ( 26 ) Share-based compensation 7,637 7,637 July 2, 2023 $ 2,299,322 97,956 $ 7,175 $ 145,841 $ ( 373,431 ) $ 2,512,768 $ 6,969 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 7 SONOCO PRODUCTS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended June 30, 2024 July 2, 2023 Cash Flows from Operating Activities: Net income $ 156,224 $ 263,013 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairments 22,956 19,778 Depreciation, depletion and amortization 180,045 163,817 Share-based compensation expense 14,981 15,210 Equity in earnings of affiliated companies, net ( 3,411 ) ( 5,168 ) Cash dividends from affiliated companies 5,458 6,450 Net gain on disposition of assets ( 957 ) ( 60,111 ) Net gain on divestiture of business and other assets ( 4,478 ) ( 18,436 ) Remeasurement gain of investment in affiliated companies ( 6,012 ) — Pension and postretirement plan expense 8,843 8,495 Pension and postretirement plan contributions ( 9,125 ) ( 7,456 ) Net (decrease)/increase in deferred tax liabilities ( 11,602 ) 1,429 Change in assets and liabilities, net of effects from acquisitions, divestitures and foreign currency adjustments: Trade accounts receivable ( 102,497 ) ( 17,254 ) Inventories 15,366 148,877 Payable to suppliers 57,929 ( 130,713 ) Prepaid expenses ( 51,103 ) ( 3,258 ) Income taxes payable and other income tax items 6,554 1,898 Accrued expenses and other assets and liabilities ( 3,682 ) ( 37,988 ) Net cash provided by operating activities 275,489 348,583 Cash Flows from Investing Activities: Purchases of property, plant and equipment ( 179,694 ) ( 161,690 ) Cost of acquisitions, net of cash acquired ( 3,281 ) — Proceeds from the sale of business, net 81,517 13,839 Proceeds from the sale of assets, net 333 71,853 Proceeds from settlement of net investment hedge 9,068 — Investment in affiliated companies ( 10,000 ) ( 5,000 ) Other net investing activities 5,448 569 Net cash used by investing activities ( 96,609 ) ( 80,429 ) Cash Flows from Financing Activities: Proceeds from issuance of debt 32,615 20,071 Principal repayment of debt ( 112,859 ) ( 96,311 ) Net change in commercial paper 28,000 — Net increase/(decrease) in book cash overdrafts 3,725 ( 441 ) Payment of loan financing costs ( 19,000 ) — Cash dividends ( 101,310 ) ( 97,689 ) Payments for share repurchases ( 9,162 ) ( 10,602 ) Net cash used by financing activities ( 177,991 ) ( 184,972 ) Effects of Exchange Rate Changes on Cash ( 12,593 ) 8,596 Net (Decrease)/Increase in Cash and Cash Equivalents ( 11,704 ) 91,778 Cash and cash equivalents at beginning of period 151,937 227,438 Cash and cash equivalents at end of period $ 140,233 $ 319,216 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited) 8 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 1: Basis of Interim Presentation In the opinion of the management of Sonoco Products Company (the “Company” or “Sonoco”), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein. Operating results for the three- and six-month periods ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As previously disclosed, effective January 1, 2024, the Company integrated its flexible packaging and thermoformed packaging businesses within its Consumer Packaging segment in order to streamline operations, enhance customer service, and better position the business for accelerated growth. As a result, the Company changed its operating and reporting structure to reflect the way it now manages its operations, evaluates performance, and allocates resources. As a result of these changes, the Company’s consumer thermoformed businesses moved from the All Other group of businesses to the Consumer Packaging segment. The Company’s Industrial Paper Packaging segment was not affected by these changes. All prior year segment results presented herein have been recast to conform to the new presentation. Note 2: New Accounting Pronouncements 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 its 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 will begin providing the enhanced reportable segment financial disclosures effective with its Annual Report on Form 10-K for the year ending December 31, 2024. 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 ASU require that a buyer in a supplier finance program disclose qualitative and quantitative information about its supplier finance programs in each annual reporting period, including a description of key payment terms, amounts outstanding, and a rollforward of the outstanding obligation. In each interim reporting period, the amount outstanding requires disclosure. The amendments were effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information, which will be provided in the Company’s Annual Report on Form 10-K for the year ending December 31, 2024. During the six-month period ended June 30, 2024, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s financial statements. Further, at June 30, 2024, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements. 9 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 3: Acquisitions and Divestitures Acquisitions On June 22, 2024, the Company entered into a definitive agreement to acquire Eviosys from KPS Capital Partners, LP for approximately $ 3,900,000 . Eviosys, a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the Europe, Middle East, and Africa region, has approximately 6,300 employees in 44 manufacturing facilities across 17 countries. This acquisition is expected to accelerate the Company’s strategy to focus on and scale its core businesses. The acquisition of Eviosys is expected to close by the end of 2024, subject to the completion of required works council consultations, the receipt of required regulatory approvals, and other customary closing conditions. On December 1, 2023, the Company completed the acquisition of Inapel Embalagens Ltda. (“Inapel”), a manufacturer of single-layer and multilayer materials for flexible packaging in Brazil, for net consideration of $ 64,390 , including $ 59,228 of cash paid at closing, additional consideration paid of $ 2,340 , and a final net working capital settlement of $ 489 paid during the second quarter of 2024. Additional obligations to the seller totaling $ 2,333 are expected to be paid before the end of 2024 and are recorded in “Payable to suppliers” in the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024. With the acquisition of Inapel, the Company added approximately 500 employees and two manufacturing locations in the São Paulo region of Brazil. The financial results of Inapel are included in the Company’s Consumer Packaging segment . The Company’s initial allocation of the assets acquired and liabilities assumed in the acquisition of Inapel, as well as revised preliminary fair values reflecting adjustments made during the measurement period, are as follows: Initial Allocation Measurement Period Adjustments Preliminary Allocation Trade accounts receivable $ 30,301 $ ( 133 ) $ 30,168 Other receivables 6,088 ( 465 ) 5,623 Inventories 9,269 — 9,269 Prepaid expenses 1,430 — 1,430 Property, plant and equipment 11,456 17,425 28,881 Right of use asset - operating leases 217 — 217 Other intangible assets 8,653 188 8,841 Goodwill 15,704 ( 7,890 ) 7,814 Other assets 793 — 793 Payable to suppliers ( 15,899 ) 2,951 ( 12,948 ) Accrued expenses and other ( 5,733 ) ( 1,350 ) ( 7,083 ) Noncurrent operating lease liabilities ( 117 ) — ( 117 ) Deferred income taxes ( 2,934 ) ( 5,564 ) ( 8,498 ) Total purchase price, net of cash acquired $ 59,228 $ 5,162 $ 64,390 The allocation of the purchase price of Inapel to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Preliminary Allocation” in the table above, is based on the Company’s preliminary determinations of fair value using information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to, inventory; property, plant and equipment; goodwill; other intangible assets; and deferred income taxes. The Company expects to complete its valuations within one year of the date of acquisition. Goodwill for Inapel, none of which is currently deductible for income tax purposes, is primarily attributable to the assembled workforce and synergies of the combined organization. 10 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) 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”) 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. 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. The financial results of RTS Packaging and the Chattanooga Mill are included in the Company’s Industrial Paper Packaging segment. The following table provides a summary of the purchase consideration (as defined under Accounting Standards Codification (“ASC”) 805) transferred for the acquisitions of the remaining interest in RTS Packaging and 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 adjustment 452 Settlement of preexisting relationships 1,235 Purchase consideration transferred $ 374,547 The Company’s initial allocation of the assets acquired and liabilities assumed in the acquisitions of the remaining interest in RTS Packaging and the Chattanooga Mill, as well as revised preliminary fair values reflecting adjustments made during the measurement period, are as follows: Initial Allocation Measurement Period Adjustments Preliminary Allocation Trade accounts receivable $ 17,488 $ — $ 17,488 Inventories 20,209 ( 947 ) 19,262 Prepaid expenses 2,720 ( 589 ) 2,131 Property, plant and equipment 73,483 753 74,236 Right of use asset - operating leases 34,604 290 34,894 Other intangible assets 199,560 ( 8,995 ) 190,565 Goodwill 92,657 14,909 107,566 Other assets 2,465 ( 412 ) 2,053 Payable to suppliers ( 7,320 ) — ( 7,320 ) Accrued expenses and other ( 15,167 ) ( 25 ) ( 15,192 ) Notes payable and current portion of long-term debt ( 24 ) — ( 24 ) Noncurrent operating lease liabilities ( 29,905 ) — ( 29,905 ) 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 ) Other long-term liabilities ( 3,293 ) 1,478 ( 1,815 ) Net assets acquired $ 371,355 $ 3,192 $ 374,547 The allocation of the purchase price for the remaining interest in RTS Packaging and the Chattanooga Mill to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Preliminary Allocation” in the table above, is based on the Company’s preliminary determinations of fair value using information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to, inventory; property, plant and equipment; goodwill; other intangible assets; and deferred income taxes. The Company expects to complete its valuations within one year of the date of acquisition. 11 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Goodwill for RTS Packaging and the Chattanooga Mill, of which $ 82,798 is expected to be deductible for income tax purposes, is primarily attributable to the synergies of the combined organization and the assembled workforce. 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 Condensed Consolidated Statements of Income for the six-month period ended June 30, 2024. The Company believes that these acquisitions were not material to the periods presented and are therefore not subject to the ASC 805 requirement to provide supplemental pro-forma financial information. Accordingly, this information is not presented herein. Divestiture of Businesses On April 1, 2024, the Company completed the sale of its Protective Solutions business (“Protexic”), part of the All Other group of businesses, to Black Diamond Capital Management, LLC for cash proceeds of $ 80,267 . This business provided foam components and integrated material solutions for various industrial end markets. This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities. In connection with the Protexic divestiture, the Company wrote off net assets totaling $ 74,126 , including $ 16,559 of allocated goodwill, and reclassified $ 2,913 of cumulative translation adjustment losses from Accumulated Other Comprehensive Loss, recognizing a preliminary pretax gain on the divestiture of $ 3,228 during the second quarter of 2024. The preliminary gain, which is included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income, is expected to be finalized in the third quarter of 2024 upon finalization of the working capital settlement. The Company used the majority of the cash proceeds from the sale to pay down debt. 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 eighteen 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 total pretax gain of $ 6,834 upon completion of the sale. The gain, of which $ 7,371 was recognized in the second quarter of 2023 as reflected in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income, was reduced by $ 537 in the third quarter of 2023 upon the final working capital settlement. The escrow balance of $ 2,000 is reflected in “Other receivables” on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024. 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 in the fourth quarter of 2023 which was included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co. (“Northstar”), for total cash proceeds of $ 13,839 . An additional $ 1,500 of proceeds are being held in escrow and are expected to be released to the Company, pursuant to any indemnification claims, twenty months following the date of the divestiture. The escrow balance is reflected in “Other receivables” in the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024. 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. In the second quarter of 2024, upon resolution of certain contingencies, the Company received cash proceeds and recognized an additional pretax gain of $ 1,250 on the sale. These gains are included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. 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 sales of the Protexic, U.S. Bulksak, Mexico Bulksak and S3 businesses did not represent a strategic shift for the Company and did not have a major effect on its operations or financial results. Consequently, these sales did not meet the criteria for reporting as discontinued operations. 12 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Sale of Assets With the completion of Project Horizon, the Company’s project to convert the corrugated medium machine in Hartsville, South Carolina, to produce uncoated recycled paperboard, the Company now produces paper exclusively from recycled fibers and no longer requires natural tree fiber for production. Accordingly, on March 29, 2023, the Company sold its timberland properties, totaling approximately 55,000 acres, to Manulife Investment Management for net cash proceeds of $ 70,802 . The Company disposed of assets with a net book value of $ 9,857 as part of the sale, and recognized a pretax gain from the sale of these assets of $ 60,945 during the three-month period ended April 2, 2023, which is included in “Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income. Additional Ownership Investment During the second quarter of 2024, the Company increased its ownership investment in a small South Carolina based designer and manufacturer of sustainable protective packaging solutions from 20.5 % to 39.9 %. The Company acquired its initial ownership interest in June 2022. The preferred stock investment increased by $ 18,512 during the second quarter of 2024, which included a $ 10,000 cash payment, a $ 5,400 remeasurement of the fair value of the existing investment, and a $ 2,500 conversion of the carrying value of the outstanding convertible notes into a preferred series stock investment, which yielded a $ 467 fair value increase and a $ 145 increase for interest income earned. The outstanding investment of $ 21,212 as of June 30, 2024 is included within “Other assets” in the Company’s Condensed Consolidated Balance Sheet. The remeasurement of the carrying value of the existing investment to fair value during the second quarter of 2024 resulted in a gain of $ 5,867 and interest income of $ 145 , which are included in “Other income, net” and “Interest income,” respectively, in the Company’s Condensed Consolidated Statements of Income. Acquisition, Integration, and Divestiture-Related Costs Acquisition, integration, and divestiture-related costs totaled $ 22,269 and $ 4,532 during the three-month periods ended June 30, 2024 and July 2, 2023, respectively, and $ 27,930 and $ 9,720 during the six-month periods ended June 30, 2024 and July 2, 2023, respectively. These costs include legal and professional fees, as well as employee-related and other integration activity costs that are included in “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. 13 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 4: Shareholders’ Equity Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Numerator: Net income attributable to Sonoco $ 90,811 $ 114,649 $ 155,988 $ 262,968 Denominator: Weighted average common shares outstanding: Basic 98,671 98,325 98,583 98,246 Dilutive effect of share-based compensation 570 547 616 494 Diluted 99,241 98,872 99,199 98,740 Net income attributable to Sonoco per common share: Basic $ 0.92 $ 1.17 $ 1.58 $ 2.68 Diluted $ 0.92 $ 1.16 $ 1.57 $ 2.66 Cash dividends $ 0.52 $ 0.51 $ 1.03 $ 1.00 No adjustments were made to “Net income attributable to Sonoco” in the computations of net income attributable to Sonoco per common share. Anti-dilutive Securities Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes the proceeds from the exercise of all dilutive stock appreciation rights (“SARs”) are used to repurchase the Company’s common stock. Certain SARs are not dilutive because either the exercise price is greater than the average market price of the stock during the reporting period or assumed repurchases from proceeds from the exercise of the SARs were anti-dilutive. These SARs may become dilutive in the future if the market price of the Company’s common stock appreciates. The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three- and six-month periods ended June 30, 2024 and July 2, 2023 were as follows (in thousands): Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Anti-dilutive stock appreciation rights 338 341 339 342 Stock Repurchases On April 20, 2021, the Company’s Board of Directors (the “Board”) authorized the repurchase of the Company’s common stock in an aggregate amount of up to $ 350,000 . Following several repurchase transactions in 2021, a total of $ 137,972 remained available for share repurchases under this authorization as of December 31, 2021. No shares were repurchased under this authorization during the years ended December 31, 2023 or 2022 or the six-month period ended June 30, 2024. The Company regularly repurchases shares of its common stock to satisfy employee tax withholding obligations in association with certain share-based compensation awards. These repurchases, which are not part of a publicly announced plan or program, totaled 163 shares during the six-month period ended June 30, 2024, at a cost of $ 9,162 , and 175 shares during the six-month period ended July 2, 2023, at a cost of $ 10,602 . 14 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Dividend Declarations On February 14, 2024, the Board declared a regular quarterly dividend of $ 0.51 per share. This dividend was paid on March 8, 2024 to all shareholders of record as of February 28, 2024. On April 17, 2024, the Board declared a regular quarterly dividend of $ 0.52 per share. This dividend was paid on June 10, 2024 to all shareholders of record as of May 10, 2024. On July 17, 2024, the Board declared a regular quarterly dividend of $ 0.52 per share. This dividend is payable on September 10, 2024 to all shareholders of record as of August 9, 2024. Note 5: Restructuring and Asset Impairments Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is continually seeking more cost-effective means and structures to serve its customers and to respond to 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: Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Restructuring and restructuring-related asset impairment charges $ 19,250 $ 6,057 $ 50,868 $ 34,871 Other asset impairments — — — — Restructuring/Asset impairment charges $ 19,250 $ 6,057 $ 50,868 $ 34,871 The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred: Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Severance and termination benefits $ 6,100 $ 4,118 $ 24,093 $ 9,634 Asset impairments 11,499 806 20,343 19,999 Other costs 1,651 1,133 6,432 5,238 Restructuring and restructuring-related asset impairment charges $ 19,250 $ 6,057 $ 50,868 $ 34,871 The table below sets forth restructuring and restructuring-related asset impairment charges attributable to each reportable segment, the All Other group of businesses, and Corporate-related activity: Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Consumer Packaging $ 11,163 $ 4,015 $ 16,088 $ 6,695 Industrial Paper Packaging 7,737 1,987 30,340 26,531 All Other 214 865 1,362 918 Corporate 136 ( 810 ) 3,078 727 Restructuring and restructuring-related asset impairment charges $ 19,250 $ 6,057 $ 50,868 $ 34,871 15 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Restructuring and restructuring-related asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income. The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets: Severance and Termination Benefits Asset Impairments/ Disposal of Assets Other Costs Total Accrual Activity Liability at December 31, 2023 $ 14,315 $ — $ 1,638 $ 15,953 2024 charges 24,093 20,343 6,432 50,868 Cash (payments)/receipts ( 16,024 ) 2,613 ( 4,653 ) ( 18,064 ) Asset writedowns/disposals — ( 22,956 ) — ( 22,956 ) Foreign currency translation ( 253 ) — ( 73 ) ( 326 ) Liability at June 30, 2024 $ 22,131 $ — $ 3,344 $ 25,475 “Severance and termination benefits” during the first six months of 2024 includes the cost of severance for approximately 220 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, including the relocation of certain facilities in Greece and Germany, and severance related to the closures of paper mills in Sumner, Washington (the “Sumner Mill”) and Kilkis, Greec e (the “Kilkis Mill”), the closures of two small industrial converted products facilities in China, and the planned closure of an industrial converted products facility in Mississauga, Canada, all part of the Industrial Paper Packaging segment. “Asset impairments ” during the first six months of 2024 consists primarily of asset impairment charges related to the closures of the Sumner Mill and the Kilkis Mill, both part of the Industrial Paper Packaging segment, and the exit of a small metal canning lid business within Sonoco Metal Packaging, part of the Consumer Packaging segment. “Other costs” during the first six months of 2024 consists primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the closure of the Sumner Mill, and ongoing facility carrying costs of previously announced plant closures. The Company expects to pay the majority of the remaining restructuring reserves by the end of 2024 using cash generated from operations. The Company also expects to recognize future additional charges totaling approximately $ 3,500 in connection with previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2024. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken. 16 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 6: Accumulated Other Comprehensive Loss The following table summarizes the components of accumulated other comprehensive loss and the changes in the balances of each component of accumulated other comprehensive loss, net of tax as applicable, for the six-month periods ended June 30, 2024 and July 2, 2023: Foreign Currency Items Defined Benefit Pension Items Cash Flow Hedges Accumulated Other Comprehensive Loss Balance at December 31, 2023 $ ( 267,578 ) $ ( 99,627 ) $ 943 $ ( 366,262 ) Other comprehensive (loss) before reclassifications ( 55,598 ) ( 181 ) ( 1,124 ) ( 56,903 ) Amounts reclassified from accumulated other comprehensive loss to net income 2,913 2,303 ( 368 ) 4,848 Other comprehensive (loss)/income ( 52,685 ) 2,122 ( 1,492 ) ( 52,055 ) Balance at June 30, 2024 $ ( 320,263 ) $ ( 97,505 ) $ ( 549 ) $ ( 418,317 ) Balance at December 31, 2022 $ ( 338,316 ) $ ( 90,973 ) $ ( 794 ) $ ( 430,083 ) Other comprehensive income/(loss) before reclassifications 53,557 ( 3,049 ) 5,369 55,877 Amounts reclassified from accumulated other comprehensive loss to net income — 2,202 ( 1,736 ) 466 Amounts reclassified from accumulated other comprehensive loss to property, plant, and equipment — — 309 309 Other comprehensive income/(loss) 53,557 ( 847 ) 3,942 56,652 Balance at July 2, 2023 $ ( 284,759 ) $ ( 91,820 ) $ 3,148 $ ( 373,431 ) 17 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive loss for the three- and six-month periods ended June 30, 2024 and July 2, 2023: Amount Reclassified from Accumulated Other Comprehensive Loss Three Months Ended Six Months Ended Details about Accumulated Other Comprehensive Loss Components June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Affected Line Item in the Condensed Consolidated Statements of Income Foreign currency items Currency translation adjustment loss on Protexic sale (a) $ ( 2,913 ) $ — $ ( 2,913 ) $ — Gain on divestiture of business and other assets ( 2,913 ) — ( 2,913 ) — Gains/(losses) on cash flow hedges Foreign exchange contracts (b) 230 2,515 666 3,577 Net sales Foreign exchange contracts (b) ( 64 ) ( 918 ) ( 139 ) ( 1,372 ) Cost of sales Commodity contracts (b) — — — ( 32 ) Cost of sales 166 1,597 527 2,173 Income before income taxes Income tax impact ( 147 ) ( 292 ) ( 159 ) ( 437 ) Provision for income taxes 19 1,305 368 1,736 Net income Defined benefit pension items Effect of settlement loss (c) ( 511 ) ( 63 ) ( 511 ) ( 749 ) Non-operating pension costs Amortization of defined benefit pension items (c) ( 1,199 ) ( 1,132 ) ( 2,429 ) ( 2,203 ) Non-operating pension costs ( 1,710 ) ( 1,195 ) ( 2,940 ) ( 2,952 ) Income before income taxes Income tax impact 382 302 637 750 Provision for income taxes ( 1,328 ) ( 893 ) ( 2,303 ) ( 2,202 ) Net income Total reclassifications for the period $ ( 4,222 ) $ 412 $ ( 4,848 ) $ ( 466 ) Net income (a) See Note 3 for additional details. (b) See Note 10 for additional details. (c) See Note 12 for additional details. 18 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended June 30, 2024 and July 2, 2023: Three Months Ended June 30, 2024 Three Months Ended July 2, 2023 Before Tax Amount Tax (Expense) Benefit After Tax Amount Before Tax Amount Tax (Expense) Benefit After Tax Amount Foreign currency items: Net other comprehensive (loss)/income from foreign currency items $ ( 35,280 ) $ ( 999 ) $ ( 36,279 ) $ 21,988 $ — $ 21,988 Amounts reclassified from accumulated other comprehensive loss to net income (a) 2,913 — 2,913 — — — Net other comprehensive loss from foreign currency items ( 32,367 ) ( 999 ) ( 33,366 ) 21,988 — 21,988 Defined benefit pension items: Other comprehensive income/(loss) before reclassifications 671 80 751 ( 3,689 ) 1,033 ( 2,656 ) Amounts reclassified from accumulated other comprehensive loss to net income (b) 1,710 ( 382 ) 1,328 1,195 ( 302 ) 893 Net other comprehensive income/(loss) from defined benefit pension items 2,381 ( 302 ) 2,079 ( 2,494 ) 731 ( 1,763 ) Gains and losses on cash flow hedges: Other comprehensive (loss)/income before reclassifications (c) ( 2,144 ) 502 ( 1,642 ) 3,344 ( 611 ) 2,733 Amounts reclassified from accumulated other comprehensive loss to net income (c) ( 166 ) 147 ( 19 ) ( 1,597 ) 292 ( 1,305 ) Net other comprehensive (loss)/income from cash flow hedges ( 2,310 ) 649 ( 1,661 ) 1,747 ( 319 ) 1,428 Other comprehensive (loss)/income $ ( 32,296 ) $ ( 652 ) $ ( 32,948 ) $ 21,241 $ 412 $ 21,653 (a) See Note 3 for additional details. (b) See Note 12 for additional details. (c) See Note 10 for additional details. 19 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the six-month periods ended June 30, 2024 and July 2, 2023: Six Months Ended June 30, 2024 Six Months Ended July 2, 2023 Before Tax Amount Tax (Expense) Benefit After Tax Amount Before Tax Amount Tax (Expense) Benefit After Tax Amount Foreign currency items: Net other comprehensive (loss)/income from foreign currency items $ ( 52,068 ) $ ( 3,530 ) $ ( 55,598 ) $ 53,557 $ — $ 53,557 Amounts reclassified from accumulated other comprehensive loss to net income (a) 2,913 — 2,913 — — — Net other comprehensive (loss)/income from foreign currency items ( 49,155 ) ( 3,530 ) ( 52,685 ) 53,557 — 53,557 Defined benefit pension items: Other comprehensive (loss)/income before reclassifications ( 205 ) 24 ( 181 ) ( 4,449 ) 1,400 ( 3,049 ) Amounts reclassified from accumulated other comprehensive loss to net income (b) 2,940 ( 637 ) 2,303 2,952 ( 750 ) 2,202 Net other comprehensive income/(loss) from defined benefit pension items 2,735 ( 613 ) 2,122 ( 1,497 ) 650 ( 847 ) Gains and losses on cash flow hedges: Other comprehensive (loss)/income before reclassifications (c) ( 1,608 ) 484 ( 1,124 ) 6,880 ( 1,502 ) 5,378 Amounts reclassified from accumulated other comprehensive loss to net income (c) ( 527 ) 159 ( 368 ) ( 2,173 ) 437 ( 1,736 ) Amounts reclassified from accumulated other comprehensive loss to property, plant and equipment (c) — — — 401 ( 101 ) 300 Net other comprehensive (loss)/income from cash flow hedges ( 2,135 ) 643 ( 1,492 ) 5,108 ( 1,166 ) 3,942 Other comprehensive (loss)/income $ ( 48,555 ) $ ( 3,500 ) $ ( 52,055 ) $ 57,168 $ ( 516 ) $ 56,652 (a) See Note 3 for additional details. (b) See Note 12 for additional details. (c) See Note 10 for additional details. 20 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 7: Goodwill and Other Intangible Assets Goodwill A summary of the changes in goodwill for the six-month period ended June 30, 2024 is as follows: Consumer Packaging Industrial Paper Packaging All Other Total Goodwill at December 31, 2023 $ 1,056,241 $ 506,406 $ 248,007 $ 1,810,654 Divestitures — — ( 16,559 ) ( 16,559 ) Foreign currency translation ( 7,222 ) ( 9,258 ) ( 206 ) ( 16,686 ) Measurement period adjustments ( 7,890 ) — — ( 7,890 ) Goodwill at June 30, 2024 $ 1,041,129 $ 497,148 $ 231,242 $ 1,769,519 Goodwill activity reflected under the caption “Divestitures” relates to the April 2024 divestiture of Protexic. See Note 3 for additional information. Goodwill activity reflected under the caption “Measurement period adjustments” relates to the prior year acquisition of Inapel. See Note 3 for additional information. The Company assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. The Company completed its most recent annual goodwill impairment testing during the third quarter of 2023 and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed. The Company’s assessments reflected a number of significant management assumptions and estimates including the Company’s forecast of sales growth, gross profit margins, and discount rates. Changes in these assumptions could materially impact the Company’s conclusions. Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units. Although no reporting units failed the annual impairment test, in management’s opinion the goodwill balance of the Plastics-Medical reporting unit is at risk of impairment in the near term if the reporting unit’s operations do not perform in line with management’s expectations, or if there is a negative change in the long-term outlook for the business or in other factors such as the discount rate. At June 30, 2024, the total goodwill associated with the Plastics-Medical reporting unit was $ 63,900 . During the time subsequent to the annual evaluation, and at June 30, 2024, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired. It is management’s opinion that no such events and/or changes in circumstances have occurred. 21 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Other Intangible Assets A summary of other intangible assets as of June 30, 2024 and December 31, 2023 is as follows: June 30, 2024 December 31, 2023 Other Intangible Assets, gross: Patents $ 29,300 $ 29,304 Customer lists 1,220,406 1,282,689 Trade names 41,704 41,836 Proprietary technology 56,844 56,857 Other 6,542 6,916 Total Other Intangible Assets, gross $ 1,354,796 $ 1,417,602 Accumulated Amortization: Patents $ ( 20,330 ) $ ( 19,549 ) Customer lists ( 475,207 ) ( 493,778 ) Trade names ( 21,500 ) ( 18,845 ) Proprietary technology ( 31,258 ) ( 29,013 ) Other ( 2,590 ) ( 2,747 ) Total Accumulated Amortization ( 550,885 ) ( 563,932 ) Other Intangible Assets, net $ 803,911 $ 853,670 “Total Other Intangibles Assets, gross” and “Total Accumulated Amortization” were both reduced by $ 54,860 during the first six months of 2024 as a result of the divestiture of Protexic in April 2024. These fully amortized intangible assets consisted primarily of customer lists. See Note 3 for additional information. Other intangible assets are amortized using the straight-line method over their respective useful lives when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets or in relation to the asset’s specific pattern of consumption if management has determined that the straight-line method does not provide a fair approximation of the consumption of benefits. These lives generally range from three to forty years . The Company has no intangible assets with indefinite lives. Aggregate amortization expense was $ 22,511 and $ 20,539 for the three-month periods ended June 30, 2024 and July 2, 2023, respectively, $ 45,450 and $ 41,703 for the six-month periods ended June 30, 2024 and July 2, 2023, respectively. Amortization expense on other intangible assets is expected to total approximately $ 90,100 in 2024, $ 78,900 in 2025, $ 74,900 in 2026, $ 73,800 in 2027 and $ 72,900 in 2028. Note 8: Supply Chain Financing The Company facilitates voluntary supply chain financing programs (the “SCF Programs”) to provide certain of its suppliers with the opportunity to sell receivables due from the Company to the participating financial institutions in the programs. Such sales are conducted at the sole discretion of both the suppliers and the financial institutions on a nonrecourse basis at a rate that leverages the Company’s credit rating and thus might be more beneficial to the supplier. No guarantees are provided by the Company or any of its subsidiaries under the SCF Programs. The Company’s responsibility under the agreements is limited to making payment to the financial institutions for confirmed invoices based on the terms originally negotiated with its suppliers. Both the Company and the financial institutions have the right to terminate the SCF Programs by providing 30 days prior written notice to the other party. The Company does not enter into any agreements with suppliers regarding their participation in the SCF Programs. 22 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table sets forth the balance sheet location and values of the Company’s SCF Program obligations at June 30, 2024 and December 31, 2023: Balance Sheet Line Item June 30, 2024 December 31, 2023 Payable to suppliers (a) $ 46,788 $ 35,847 (a) The payment of these obligations is included in net cash provided by operating activities in the Company’s Condensed Consolidated Statements of Cash Flows. Note 9: Debt Details of the Company’s debt at June 30, 2024 and December 31, 2023 are as follows: June 30, 2024 December 31, 2023 Commercial paper $ 28,000 $ — Syndicated term loan due August 2028 497,347 572,025 1.800 % notes due February 2025 399,538 399,149 2.250 % notes due February 2027 298,676 298,421 2.850 % notes due February 2032 496,044 495,785 3.125 % notes due May 2030 596,757 596,480 5.750 % notes due November 2040 536,263 536,246 Other foreign denominated debt 72,890 78,800 Finance lease obligations 84,932 88,994 Other debt 16,961 17,100 Total debt 3,027,408 3,083,000 Less current portion and short-term notes 485,479 47,132 Long-term debt $ 2,541,929 $ 3,035,868 On May 3, 2024, the Company entered into an Amended and Restated Credit Agreement (the “Agreement”) to extend the maturity and make certain other changes to the terms under the Company’s existing five -year credit agreement dated June 21, 2021. The Agreement increases the commitments under the Company’s revolving credit facility by $ 350,000 to $ 1,250,000 and extends the maturity date to May 3, 2029. The Company also increased its $ 500,000 commercial paper program by $ 750,000 to $ 1,250,000 . The commercial paper program will continue to be supported by the revolving credit facility. Borrowings under the revolving credit facility will bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the forward-looking Secured Overnight Financing Rate term rate (“Term SOFR” and such borrowings, “Term SOFR Loans”), (ii) a base rate set forth in the 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 Agreement) of 10 basis points. At June 30, 2024, t he applicable margin based on the pricing grid in the Agreement and the Company’s current credit rating, together with the SOFR Adjustment, was 122.5 basis points. At June 30, 2024 , the Company had $ 28,000 in commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at June 30, 2024 was $ 1,222,000 . On June 22, 2024, in conjunction with the announcement of the acquisition of Eviosys, to secure funding of the acquisition, the Company entered into a 364-day senior unsecured bridge term loan facility (the “Bridge Loan Facility”) with JPMorgan Chase and Morgan Stanley in an amount of $ 4,000,000 comprised of two tranches, Tranche A of $ 700,000 and Tranche B of $ 3,300,000 . 23 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) On July 12, 2024, subsequent to the end of the quarter, the Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Term Credit Agreement”). The Term Credit Agreement provides the Company with the ability to borrow up to $ 700,000 on an unsecured basis (the “Term Loan Facility”) to finance a portion of the cash consideration for the Company’s pending acquisition of Eviosys. Funding of the Term Loan Facility is expected to take place substantially concurrently with the closing of the acquisition of Eviosys. The aggregate amount of the commitments under the Term Credit Agreement have replaced a corresponding amount of the commitments in respect of the Bridge Loan Facility in accordance with the terms of the Bridge Loan Facility commitment letter. As a result, an aggregate amount of up to $ 3,300,000 in Bridge Loan Facility commitments remain. No draws have been made under the Term Loan Facility. In June 2024, the Company paid $ 19,000 in fees related to the Bridge Loan Facility. These fees were recorded in “Prepaid expenses” on the Company’s Condensed Consolidated Balance Sheets and are being amortized to interest expense over the commitment period ending March 2025. A total of $ 18,578 of unamortized fees relating to the Bridge Loan Facility remained in prepaid expenses at June 30, 2024. Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage and a minimum level of net worth, as defined in the agreements. As of June 30, 2024, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants. Note 10: Financial Instruments and Derivatives The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments for which the carrying amount differs from the fair value. June 30, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, net of current portion $ 2,541,929 $ 2,366,364 $ 3,035,868 $ 2,890,009 The carrying value of cash and cash equivalents and short-term debt approximates fair value. The fair value of long-term debt is determined based on recent trade information in the financial markets of the Company’s public debt or is determined by discounting future cash flows using interest rates available to the Company for issues with similar terms and maturities which is considered a Level 2 fair value measurement. Cash Flow Hedges At June 30, 2024 and December 31, 2023, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. These contracts, w hich have maturities ranging from July 2024 to December 2024, qualify as cash flow hedges under U.S. generally accepted accounting principles (“GAAP”). For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. Cash flows from derivative financial instruments designated as cash flow hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. 24 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Commodity Cash Flow Hedges Certain derivative contracts entered into to manage the cost of anticipated purchases of natural gas and aluminum have been designated by the Company as cash flow hedges. At June 30, 2024, these contracts included natural gas swaps covering approximatel y 30 thousand metric million British thermal units (“MMBTUs”). These contracts represented approximately 0.9 % of anticipated u sage in North America for the remainder of 2024 . The Company also has certain natural gas hedges that it does not treat as cash flow hedges. See “Non-Designated Derivatives” below for a discussion of these hedges. At June 30, 2024 , the Company had also designated swap contracts covering 222 metric tons of aluminum as cash flow hedges. The fair value of the Company’s commodity cash flow hedges netted to loss positions of $( 4 ) and $( 41 ) at June 30, 2024 and December 31, 2023, respectively. The amount of the loss included in accumulated other comprehensive loss at June 30, 2024 expected to be reclassified to the income statement during the next twelve months is $( 4 ). Foreign Currency Cash Flow Hedges The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur in 2024 and 2025. The net positions of these contracts at June 30, 2024 were as follows (in thousands): Currency Action Quantity Colombian peso purchase 11,331,141 Mexican peso purchase 259,397 Polish zloty purchase 63,143 Danish krone purchase 22,484 Swedish krona sell ( 3,641 ) Czech koruna purchase 54,927 Canadian dollar purchase 16,691 Euro purchase 1,172 Turkish lira purchase 27,744 Brazilian real purchase 26,371 British pound sell ( 834 ) The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a loss position of $( 859 ) and a gain position of $ 1,502 at June 30, 2024 and December 31, 2023, respectively. Losses of $( 859 ) are expected to be reclassified from accumulated other comprehensive income to the income statement during the next twelve months. 25 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Net Investment Hedge In 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 had a maturity of December 18, 2026, provided 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 euros at a fixed rate. The risk management objective of entering into the swap agreements was to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in euros. The agreements were designated as net investment hedges for accounting purposes. On April 15, 2024, as a result of the strengthening of the U.S. dollar against the euro, as well as a reduction in the differential between U.S. and European interest rates, the Company terminated its swap agreements and received a net cash settlement of $ 9,068 . The foreign currency translation gain of approximately $ 3,143 , net of tax, is included as a component of “Accumulated other comprehensive loss.” Following the unwind of the swaps, the Company entered into new 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 new swap agreements, which have a maturity of May 1, 2027, share the same risk management objective as the terminated cross-currency swap agreements and are also designated as net investment hedges for accounting purposes. The gain or loss on the net investment hedge derivative instruments 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” in the Company’s Condensed 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. The fair value of the Company’s net investment hedges were loss positions of $ 301 and $ 5,073 at June 30, 2024 and December 31, 2023, respectively. Translation losses of $ 224 (net of income taxes of $ 77 ) and $ 3,779 (net of income taxes of $ 1,294 ) were reported as components of “Accumulated other comprehensive loss” within “Foreign currency items” at June 30, 2024 and December 31, 2023, respectively. 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. Cash flows from derivative financial instruments not designated as hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. Foreign Currency Hedges The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. The net currency positions of these non-designated contracts at June 30, 2024, were as follows (in thousands): Currency Action Quantity Indonesian rupiah purchase 21,474,722 Colombian peso purchase 67,923,187 Mexican peso purchase 394,583 Turkish lira purchase 16,609 Canadian dollar purchase 8,266 Commodity Hedges The Company has entered into non-designated derivative contracts to manage the cost of a nticipated purchases of natural gas. At June 30, 2024, these contracts consisted of natural gas swaps covering approximately 6.3 million MMBTUs and represented approximately 87 % and 48 % of anticipated usage for the remainder of 2024 and 2025, respectively. 26 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The fair value of the Company’s non-designated derivatives position was a lo ss of $( 3,329 ) a nd $( 6,790 ) at June 30, 2024 and December 31, 2023, respectively. The following table sets forth the location and fair values of the Company’s derivative instruments at June 30, 2024 and December 31, 2023: Description Balance Sheet Location June 30, 2024 December 31, 2023 Derivatives designated as hedging instruments: Commodity Contracts Prepaid expenses $ 49 $ 67 Commodity Contracts Accrued expenses and other ( 53 ) ( 108 ) Foreign Exchange Contracts Prepaid expenses 538 2,525 Foreign Exchange Contracts Accrued expenses and other ( 1,397 ) ( 1,024 ) Net Investment Hedge Prepaid expense 7,373 5,567 Net Investment Hedge Other liabilities ( 7,674 ) ( 10,640 ) Derivatives not designated as hedging instruments: Commodity Contracts Prepaid expenses 233 12 Commodity Contracts Other assets 333 — Commodity Contracts Accrued expenses and other ( 3,544 ) ( 6,782 ) Commodity Contracts Other liabilities ( 61 ) — Foreign Exchange Contracts Prepaid expenses 24 130 Foreign Exchange Contracts Accrued expenses and other ( 314 ) ( 159 ) 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. 27 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended June 30, 2024 and July 2, 2023, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures: Description Amount of Gain or (Loss) Recognized in OCI on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Derivatives in Cash Flow Hedging Relationships: Three-month period ended June 30, 2024 Foreign Exchange Contracts $ ( 2,206 ) Net sales $ 230 Cost of sales ( 64 ) Commodity Contracts 62 Cost of sales — Three-month period ended July 2, 2023 Foreign Exchange Contracts $ 3,413 Net sales $ 2,515 Cost of sales ( 918 ) Commodity Contracts ( 69 ) Cost of sales — Description Gain or (Loss) Recognized Location of Gain or (Loss) Recognized in Income Statement Derivatives not Designated as Hedging Instruments: Three-month period ended June 30, 2024 Commodity Contracts $ 470 Cost of sales Foreign Exchange Contracts ( 2,771 ) Selling, general and administrative Three-month period ended July 2, 2023 Commodity Contracts $ ( 1,809 ) Cost of sales Foreign Exchange Contracts 1,935 Selling, general and administrative Three-month period ended June 30, 2024 Three-month period ended July 2, 2023 Description Revenue Cost of sales Revenue Cost of sales Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income $ 230 $ ( 64 ) $ 2,515 $ ( 918 ) Gain or (loss) on cash flow hedging relationships: Foreign exchange contracts: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into net income $ 230 $ ( 64 ) $ 2,515 $ ( 918 ) Commodity contracts: Amount of gain reclassified from accumulated other comprehensive loss into net income $ — $ — $ — $ — 28 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following tables set forth the effect of the Company’s derivative instruments on financial performance for the six-month periods ended June 30, 2024 and July 2, 2023, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures: Description Amount of Gain or (Loss) Recognized in OCI on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Derivatives in Cash Flow Hedging Relationships: Six-month period ended June 30, 2024 Foreign Exchange Contracts $ ( 1,645 ) Net sales $ 666 Cost of sales ( 139 ) Commodity Contracts 37 Cost of sales — Six-month period ended July 2, 2023 Foreign Exchange Contracts $ 7,026 Net sales $ 3,577 Cost of sales ( 1,372 ) Commodity Contracts ( 146 ) Cost of sales ( 32 ) Description Gain or (Loss) Recognized Location of Gain or (Loss) Recognized in Income Statement Derivatives not Designated as Hedging Instruments: Six-month period ended June 30, 2024 Commodity Contracts $ ( 2,088 ) Cost of sales Foreign Exchange Contracts ( 2,466 ) Selling, general and administrative Six-month period ended July 2, 2023 Commodity Contracts $ ( 11,517 ) Cost of sales Foreign Exchange Contracts 4,072 Selling, general and administrative Six-month period ended June 30, 2024 Six-month period ended July 2, 2023 Description Revenue Cost of sales Revenue Cost of sales Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income $ 666 $ ( 139 ) $ 3,577 $ ( 1,404 ) Gain or (loss) on cash flow hedging relationships: Foreign exchange contracts: Amount of gain/(loss) reclassified from accumulated other comprehensive income into net income $ 666 $ ( 139 ) $ 3,577 $ ( 1,372 ) Commodity contracts: Amount of gain reclassified from accumulated other comprehensive income into net income $ — $ — $ — $ ( 32 ) 29 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 11: Fair Value Measurements Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 – Observable inputs such as quoted market prices in active markets; Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 – Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets that are calculated at Net Asset Value per share (“NAV”) are not required to be categorized within the fair value hierarchy. The following table sets forth information regarding the Company’s financial assets and financial liabilities, excluding retirement and postretirement plan assets, measured at fair value on a recurring basis: Description June 30, 2024 Assets measured at NAV Level 1 Level 2 Level 3 Hedge derivatives, net: Commodity contracts $ ( 4 ) $ — $ — $ ( 4 ) $ — Foreign exchange contracts ( 859 ) — — ( 859 ) — Net investment hedge ( 301 ) — — ( 301 ) — Non-hedge derivatives, net: Commodity contracts ( 3,039 ) — — ( 3,039 ) — Foreign exchange contracts ( 290 ) — — ( 290 ) — Description December 31, 2023 Assets measured at NAV Level 1 Level 2 Level 3 Hedge derivatives, net: Commodity contracts $ ( 41 ) $ — $ — $ ( 41 ) $ — Foreign exchange contracts 1,502 — — 1,502 — Net investment hedge ( 5,073 ) — — ( 5,073 ) — Non-hedge derivatives, net: Commodity contracts ( 6,770 ) — — ( 6,770 ) — Foreign exchange contracts ( 29 ) — — ( 29 ) — As discussed in Note 10, the Company uses derivatives to mitigate the effect of commodity fluctuations, foreign currency fluctuations and, from time to time, interest rate movements. Fair value measurements for the Company’s derivatives are classified under Level 2 because such measurements are estimated based on observable inputs such as interest rates, yield curves, spot and future commodity prices and spot and future exchange rates. None of the Company’s financial assets or liabilities are measured at fair value using significant unobservable inputs. There were no transfers in or out of Level 1 or Level 2 fair value measurements during the three- and six-month periods ended June 30, 2024. 30 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The Company has an investment in the preferred stock of a nonaffiliated private company. This investment is accounted for under the measurement alternative of cost less impairment, adjusted for any qualifying observable price changes on a non-recurring basis. Observable price changes would consist of Lev el 2 inputs based on privately negotiated transactions with the nonaffiliated company. The total investment in p referred stock of $ 21,212 is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024. The Company measures certain non-financial assets and non-financial liabilities at fair value on a non-recurring basis. See Note 3 for a discussion of assets acquired and liabilities assumed in acquisitions and Note 5 for a discussion of asset impairments associated with restructuring activities. The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at June 30, 2024 or December 31, 2023. Note 12: Employee Benefit Plans Retirement Plans and Retiree Health and Life Insurance Plans The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, Greece, France, and Turkey. The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements. The components of net periodic benefit cost/(income) include the following: Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Retirement Plans Service cost $ 535 $ 692 $ 1,290 $ 1,379 Interest cost 5,126 4,398 9,835 8,692 Expected return on plan assets ( 2,776 ) ( 2,298 ) ( 5,572 ) ( 4,742 ) Amortization of prior service cost 235 227 440 446 Amortization of net actuarial loss 1,169 1,102 2,244 2,147 Effect of settlement loss 511 63 511 749 Net periodic benefit cost $ 4,800 $ 4,184 $ 8,748 $ 8,671 Retiree Health and Life Insurance Plans Service cost $ 34 $ 53 $ 88 $ 115 Interest cost 207 124 457 256 Expected return on plan assets ( 97 ) ( 78 ) ( 195 ) ( 157 ) Amortization of prior service cost 96 — 192 — Amortization of net actuarial gain ( 301 ) ( 197 ) ( 447 ) ( 390 ) Net periodic benefit (income)/cost $ ( 61 ) $ ( 98 ) $ 95 $ ( 176 ) Settlement Charges The Company recognized settlement ch arges of $ 511 and $ 749 during the six-month periods ended June 30, 2024 and July 2, 2023, respectively. These charges resulted from payments made to certain participants in the Company’s non-union Canadian pension plan who elected a lump sum distribution option upon retirement. Contributions The Company made aggregate contributions of $ 9,125 and $ 7,456 to its defined benefit retirement and retiree health and life insurance plans during the six-month periods ended June 30, 2024 and July 2, 2023, respectively. The Company expects to make additional aggregate contributions of approximately $ 11,605 to its defined benefit retirement and retiree health and life insurance plans over the remainder of 2024. 31 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Note 13: Income Taxes The Company’s effective tax rates for the three- and six-month periods ended June 30, 2024 were 23.5 % and 22.6 %, respectively, and its rates for the three- and six-month periods ended July 2, 2023 were 26.8 % and 25.4 %, respectively. The Company’s effective tax rates varied from the U.S. statutory rate due primarily to rate differences between U.S. and non-U.S. jurisdictions and the relative amounts earned in those jurisdictions, state income taxes, and discrete tax adjustments. The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years prior to 2017. The Company’s reserve for uncertain tax benefits increased by $ 938 from December 31, 2023 to June 30, 2024 due primarily to an increase in reserves related to existing tax positions. The Company believes that it is reasonably possible that the amount reserved for unrecognized tax benefits at June 30, 2024 could decrease by approximately $ 9,392 over the next twelve months. Although the Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental, management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the Company’s effective tax rate may fluctuate significantly on a quarterly basis. The Company has operations and pays taxes in many countries outside of the U.S. and taxes on those earnings are subject to varying rates. The Company is not dependent upon the favorable benefit of any one jurisdiction to an extent that the loss of such benefit would have a material effect on the Company’s overall effective tax rate. Note 14: Leases The Company routinely enters into leasing arrangements for real estate (including manufacturing facilities, office space, and warehouses), transportation equipment (automobiles, forklifts, and trailers), and office equipment (copiers and postage machines). The assessment of the certainty associated with the exercise of various lease renewal, termination, and purchase options included in the Company’s lease contracts is performed after contemplating all the relevant facts and circumstances in accordance with guidance under ASC 842 - “Leases.” Most of the Company’s real estate leases, in particular, include one or more options to renew, with renewal terms that typically extend the lease term in increments from one to 5 years. The Company’s leases do not have any significant residual value guarantees or restrictive covenants. As the implicit rate in the Company’s leases is normally not readily determinable, the Company generally calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations. The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years. The Company completed the acquisitions of the remaining interest in RTS Packaging and the Chattanooga Mill on September 8, 2023. The acquisitions included operating lease liabilities of $ 34,604 . For additional information about these acquisitions, see Note 3. The Company completed the sale of Protexic on April 1, 2024. The divestiture included operating lease assets of $ 21,989 and operating lease liabilities of $ 22,396 . For more information about this divestiture, see Note 3. The following table sets forth the balance sheet location and aggregate values of the Company’s lease assets and lease liabilities at June 30, 2024 and December 31, 2023: 32 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Classification Balance Sheet Location June 30, 2024 December 31, 2023 Lease Assets Operating lease assets Right of Use Asset - Operating Leases $ 313,650 $ 314,944 Finance lease assets Other Assets 91,148 94,026 Total lease assets $ 404,798 $ 408,970 Lease Liabilities Current operating lease liabilities Accrued expenses and other $ 51,451 $ 54,803 Current finance lease liabilities Notes payable and current portion of debt 24,287 18,791 Total current lease liabilities $ 75,738 $ 73,594 Noncurrent operating lease liabilities Noncurrent Operating Lease Liabilities $ 267,493 $ 265,454 Noncurrent finance lease liabilities Long-term Debt, Net of Current Portion 60,645 70,203 Total noncurrent lease liabilities $ 328,138 $ 335,657 Total lease liabilities $ 403,876 $ 409,251 Certain of the Company’s leases include variable costs. Variable costs include lease payments that were volume or usage-driven in accordance with the use of the underlying asset, and also non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the right of use assets recorded on the balance sheet were determined based upon factors considered at the commencement date of the leases, subsequent changes in the rate or index that were not contemplated in the right of use asset balances recorded on the balance sheet result in variable expenses being incurred when paid during the lease term. The following table sets forth the components of the Company’s total lease cost for the three- and six-month periods ended June 30, 2024 and July 2, 2023: Three Months Ended Six Months Ended Lease Cost June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Operating lease cost (a) $ 13,397 $ 13,891 $ 29,589 $ 27,302 Finance lease cost: Amortization of lease asset (a) 3,478 3,448 6,918 6,719 Interest on lease liabilities (b) 1,021 1,179 2,078 2,373 Variable lease cost (a) (c) 12,928 11,296 23,028 20,673 Total lease cost $ 30,824 $ 29,814 $ 61,613 $ 57,067 (a) Production-related and administrative amounts are included in cost of sales and selling, general and administrative expenses, respectively. (b) Included in interest expense. (c) Also includes short term lease costs, which are deemed immaterial . 33 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The following table sets forth certain lease-related information for the six-month periods ended June 30, 2024 and July 2, 2023: Six Months Ended June 30, 2024 July 2, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 28,855 $ 27,528 Operating cash flows used by finance leases 2,078 2,373 Financing cash flows used by finance leases 8,021 8,435 Noncash investing and financing activities: Leased assets obtained in exchange for new operating lease liabilities $ 49,737 $ 9,221 Leased assets obtained in exchange for new finance lease liabilities 4,920 4,333 Modification to leased assets for increase in operating lease liabilities 3,297 1,173 Modification to leased assets for increase in finance lease liabilities 51 6 Termination reclasses to decrease operating lease assets ( 7,133 ) ( 2,615 ) Termination reclasses to decrease operating lease liabilities ( 7,732 ) ( 2,686 ) Termination reclasses to decrease finance lease assets ( 183 ) — Termination reclasses to decrease finance lease liabilities ( 185 ) ( 12 ) Note 15: Revenue Recognition The Company records revenue when control is transferred to the customer, which is either upon shipment or over time in cases where the Company is entitled to payment with margin for products produced that are customer specific without alternative use. The Company recognizes over time revenue under the input method as goods are produced. Revenue that is recognized at a point in time is recognized when the customer obtains control of the goods. Customers obtain control either when goods are delivered to the customer facility, if the Company is responsible for arranging transportation, or when picked up by the customer’s designated carrier. The Company commonly enters into Master Supply Arrangements with customers to provide goods and/or services over specific time periods. Customers submit purchase orders with quantities and prices to create a contract for accounting purposes. Shipping and handling expenses are included in “Cost of sales,” and freight charged to customers is included in “Net sales” in the Company’s Condensed Consolidated Statements of Income. The Company has rebate agreements with certain customers. These rebates are recorded as reductions of revenue and are accrued using sales data and rebate percentages specific to each customer agreement. Accrued customer rebates are included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets. Payment terms under the Company’s sales arrangements are short term, generally no longer than 120 days. The Company does provide prompt payment discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are treated as a reduction of estimated revenue and are determinable within a short time period following the sale. The following table sets forth the effects of contract assets and liabilities from contracts with customers. Contract assets and liabilities are reported in “Other receivables” and “Accrued expenses and other,” respectively, in the Company’s Condensed Consolidated Balance Sheets. June 30, 2024 December 31, 2023 Contract Assets $ 53,177 $ 54,334 Contract Liabilities ( 26,954 ) ( 24,973 ) 34 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Significant changes in the contract assets and liabilities balances during the six-month period ended June 30, 2024 and the year ended December 31, 2023 were as follows: June 30, 2024 December 31, 2023 Contract Asset Contract Liability Contract Asset Contract Liability Beginning Balance $ 54,334 $ ( 24,973 ) $ 56,008 $ ( 22,423 ) Acquired/sold as part of a business combination/divestiture — 194 — ( 1,436 ) Revenue deferred or rebates accrued — ( 32,484 ) — ( 53,464 ) Recognized as revenue 5,720 11,761 Rebates paid to customers — 24,589 — 40,589 Increases due to rights to consideration for customer specific goods produced, but not billed during the period 53,177 — 54,334 — Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combinations ( 54,334 ) — ( 56,008 ) — Ending Balance $ 53,177 $ ( 26,954 ) $ 54,334 $ ( 24,973 ) Contract assets represent goods produced without alternative use for which the Company is entitled to payment with margin prior to shipment. Upon shipment, the Company is entitled to bill the customer, and therefore amounts included in contract assets will be reduced with the recording of an account receivable as they represent an unconditional right to payment. Contract liabilities represent revenue deferred due to pricing mechanisms utilized by the Company in certain multi-year arrangements, volume rebates, and receipts of advance payments. For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the first half of the arrangement and will release the deferral over the second half of the contract term. Contract assets and liabilities are generally short in duration given the nature of products produced by the Company. The following tables set forth information about revenue disaggregated by primary geographic regions for the three-month periods ended June 30, 2024 and July 2, 2023. The tables also include a reconciliation of disaggregated revenue with reportable segments. The Company’s reportable segments are aligned by product nature as disclosed in Note 16 . Three-month period ended June 30, 2024 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 697,610 $ 363,215 $ 79,732 $ 1,140,557 Europe 109,704 96,428 14,628 220,760 Canada 35,745 25,415 — 61,160 Asia 24,488 53,937 359 78,784 Other 60,182 61,775 261 122,218 Total $ 927,729 $ 600,770 $ 94,980 $ 1,623,479 35 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Three-month period ended July 2, 2023 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 749,077 $ 339,933 $ 120,984 $ 1,209,994 Europe 119,831 101,162 18,008 239,001 Canada 31,789 24,211 — 56,000 Asia 24,466 55,788 364 80,618 Other 46,157 64,049 9,471 119,677 Total $ 971,320 $ 585,143 $ 148,827 $ 1,705,290 The following tables set forth information about revenue disaggregated by primary geographic regions for the six-month periods ended June 30, 2024 and July 2, 2023. The tables also include a reconciliation of disaggregated revenue with reportable segments. Six-month period ended June 30, 2024 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 1,375,525 $ 717,581 $ 189,300 $ 2,282,406 Europe 222,491 194,128 29,018 445,637 Canada 66,197 50,186 — 116,383 Asia 50,394 110,886 712 161,992 Other 123,699 121,049 9,856 254,604 Total $ 1,838,306 $ 1,193,830 $ 228,886 $ 3,261,022 Six-month period ended July 2, 2023 Consumer Packaging Industrial Paper Packaging All Other Total Primary Geographical Markets: United States $ 1,486,868 $ 700,713 $ 248,111 $ 2,435,692 Europe 238,672 208,970 36,060 483,702 Canada 60,591 51,163 — 111,754 Asia 48,602 114,619 694 163,915 Other 94,595 125,533 19,882 240,010 Total $ 1,929,328 $ 1,200,998 $ 304,747 $ 3,435,073 Note 16: Segment Reporting The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other. Effective January 1, 2024, the Company integrated its flexible packaging and thermoformed 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 changed its operating and reporting structure to reflect the way it now manages its operations, evaluates performance, and allocates resources. Accordingly, the Company’s consumer thermoformed businesses have moved from the All Other group of businesses to the Consumer Packaging segment. Prior year segment results presented below have been recast to conform with the current presentation. In addition, effective January 1, 2024, the Company began conducting its recycling operations, part of the Industrial Paper Packaging segment, as a procurement function. As a result, no recycling net sales are recorded and the margin from the operations reduces “Cost of sales.” 36 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) The products produced and sold within the Consumer Packaging segment consist primarily of round and shaped rigid paper, steel and plastic containers; metal and peelable membrane ends, closures, and components; thermoformed plastic trays and applications; and high-barrier flexible packaging. The primary products produced and sold within the Industrial Paper Packaging segment include paperboard tubes, cones, and cores; paper-based protective packaging; and uncoated recycled paperboard. The primary products produced with the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials. The following tables set forth net sales, intersegment sales, segment operating profit, and the reconciliation of segment operating profit to “Income before income taxes.” Segment operating profit is the measure of segment profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance in accordance with ASC 280 - “Segment Reporting,” as prescribed by the FASB. SEGMENT FINANCIAL INFORMATION Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Net sales: Consumer Packaging $ 927,729 $ 971,320 $ 1,838,306 $ 1,929,328 Industrial Paper Packaging 600,770 585,143 1,193,830 1,200,998 Total reportable segments 1,528,499 1,556,463 3,032,136 3,130,326 All Other 94,980 148,827 228,886 304,747 Net Sales $ 1,623,479 $ 1,705,290 $ 3,261,022 $ 3,435,073 Intersegment sales (1) : Consumer Packaging $ 4,529 $ 2,364 $ 8,074 $ 4,371 Industrial Paper Packaging 26,887 35,411 55,304 74,131 Total reportable segments 31,416 37,775 63,378 78,502 All Other 1,859 1,845 3,650 4,634 Intersegment Sales $ 33,275 $ 39,620 $ 67,028 $ 83,136 Segment operating profit (2) : Consumer Packaging $ 112,142 $ 101,115 $ 205,169 $ 197,608 Industrial Paper Packaging 66,958 87,040 132,802 181,407 Segment operating profit $ 179,100 $ 188,155 $ 337,971 $ 379,015 (1) Intersegment sales are recorded at a market-related transfer price. (2) Segment operating profit viewed by the Company’s management to evaluate segment performance does not include the following: restructuring/asset impairment charges; amortization of acquisition intangibles; acquisition, integration and divestiture-related costs; changes in last-in, first-out inventory reserves; gains/losses from the sale of businesses or other assets; derivative gains/losses; or certain other items, if any, the exclusion of which the Company’s management believes improves the comparability and analysis of the ongoing operating performance of the business. All other general corporate expenses have been allocated as operating costs to each of the Company’s reportable segments and the All Other group of businesses. 37 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) RECONCILIATION OF SEGMENT OPERATING PROFIT TO INCOME BEFORE INCOME TAXES Three Months Ended Six Months Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Segment operating profit $ 179,100 $ 188,155 $ 337,971 $ 379,015 All Other operating profit 13,865 22,785 30,990 45,345 Corporate Restructuring/Asset impairment charges ( 19,250 ) ( 6,057 ) ( 50,868 ) ( 34,871 ) Amortization of acquisition intangibles ( 22,511 ) ( 20,539 ) ( 45,450 ) ( 41,703 ) Gains from divestiture of business and other assets 4,478 7,371 4,478 79,381 Acquisition, integration and divestiture-related costs ( 22,269 ) ( 4,532 ) ( 27,930 ) ( 9,720 ) Changes in LIFO inventory reserves 1,418 1,575 987 7,000 Derivative gains/(losses) 3,485 4,288 3,771 ( 1,796 ) Other operating income/(charges), net (3) 2,056 ( 5,187 ) ( 1,124 ) ( 5,144 ) Operating profit 140,372 187,859 252,825 417,507 Other income, net 5,867 — 5,867 — Non-operating pension costs ( 4,170 ) ( 3,342 ) ( 7,465 ) ( 7,000 ) Interest expense ( 29,640 ) ( 34,284 ) ( 60,860 ) ( 68,516 ) Interest income 3,555 1,944 7,113 3,506 Income before income taxes $ 115,984 $ 152,177 $ 197,480 $ 345,497 (3) Primarily consists of insurance gains offset by consulting fees in 2024 and losses related to highly inflationary accounting in Turkey and consulting fees, partially offset by insurance gains, in 2023. Note 17: Commitments and Contingencies Pursuant to U.S. GAAP, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings from a variety of sources. Some of these exposures, as discussed below, have the potential to be material. Environmental Matters The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. Spartanburg In connection with its acquisition of Tegrant in November 2011, the Company identified potential environmental contamination at a site in Spartanburg, South Carolina. Since the acquisition, the Company has spent a total of $ 2,205 on remediation of the Spartanburg site. At June 30, 2024 and December 31, 2023, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,195 and $ 5,259 , respectively. The Company cannot currently estimate its potential liability, damages or range of potential loss, if any, beyond the amounts accrued with respect to this exposure. However, the Company does not believe that the resolution of this matter has a reasonable possibility of having a material adverse effect on the Company’s financial statements. 38 SONOCO PRODUCTS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (unaudited) Other environmental matters The Company has been named as a potentially responsible party at several other environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Company’s share, if any, cannot be reasonably estimated at the current time. However, the Company does not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements. At June 30, 2024 and December 31, 2023, the Company’s accrual for these other sites totaled $ 1,785 and $ 1,992 , respectively. Summary As of June 30, 2024 and December 31, 2023, the Company and its subsidiaries had accrued $ 6,980 and $ 7,251 , respectively, related to environmental contingencies. These accruals are included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets. Other Legal Matters In addition to those matters described above, the Company is subject to other various legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters could differ from management’s expectations, the Company does not believe the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements. 39 SONOCO PRODUCTS COMPANY