SONOCO PRODUCTS CO 10-K

Item 8. Financial Statements and Supplementary Data. The Consolidated Financial Statements and Notes to the Consolidated Financial Statements are provided on pages F-1 through F-49 of this report. 45 FORM 10-K SONOCO 2024 ANNUAL REPORT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Sonoco Products Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Sonoco Products Company and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in total equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Titan Holdings I B.V. (“Eviosys”) from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024. We have also excluded Eviosys from our audit of internal control over financial reporting. Eviosys is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 17.9% and 1.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-1 FORM 10-K SONOCO 2024 ANNUAL REPORT Goodwill Impairment Assessment – Metal Packaging Reporting Unit As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2.5 billion as of December 31, 2024, and the goodwill associated with the Metal Packaging reporting unit was $384 million. Management assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. As disclosed by management, if the fair value of a reporting unit exceeds the carrying value of that reporting unit, there is no impairment. If the carrying value of a reporting unit exceeds the fair value of that reporting unit, an impairment charge to goodwill is recognized for the excess. Fair value is estimated using a discounted cash flow model (income valuation approach), which reflects significant management assumptions and estimates related to the forecast of sales growth, gross profit margins, and discount rates. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Metal Packaging reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the forecast of sales growth, gross profit margins, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Metal Packaging reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Metal Packaging reporting unit; (ii) evaluating the appropriateness of the income valuation approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income valuation approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecast of sales growth, gross profit margins, and discount rate. Evaluating management’s assumptions related to the forecast of sales growth and gross profit margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Metal Packaging reporting unit; (ii) the consistency with external market data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income valuation approach and (ii) the reasonableness of the discount rate assumption. Valuation of Customer List Intangible Asset – Eviosys As described in Notes 1, 4, and 9 to the consolidated financial statements, on December 4, 2024, the Company completed the acquisition of Eviosys for $3,789.8 million, net of cash acquired, which resulted in $2.0 billion of acquired intangible assets being recorded, the significant portion of which related to a customer list intangible asset. The fair value of the customer list acquired was determined using an income valuation approach. Projecting discounted future cash flows requires management to make significant estimates regarding projected revenues, projected earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, discount rates and customer attrition rates. The principal considerations for our determination that performing procedures relating to the valuation of the customer list intangible asset acquired in the Eviosys acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer list intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, projected EBITDA margins, discount rate and customer attrition rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer list intangible asset acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer list intangible asset acquired; (iii) evaluating the appropriateness of the income valuation approach used by management; (iv) testing the completeness and accuracy of underlying data used in the income valuation approach; and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, projected EBITDA margins, discount rate and customer attrition rate. Evaluating management’s assumptions related to projected revenues and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of Eviosys; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income valuation approach and (ii) the reasonableness of the discount rate and customer attrition rate assumptions. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina February 28, 2025 We have served as the Company’s auditor since 1967. F-2 FORM 10-K SONOCO 2024 ANNUAL REPORT CONSOLIDATED BALANCE SHEETS Sonoco Products Company (Dollars and shares in thousands) At December 31 2024 2023 Assets Current Assets Cash and cash equivalents $ 431,010 $ 138,895 Trade accounts receivable, net of allowances of $ 10,989 in 2024 and $ 18,868 in 2023 907,526 686,278 Other receivables 175,877 57,967 Inventories Finished and in process 494,090 238,395 Materials and supplies 522,049 365,253 Prepaid expenses 197,134 103,959 Current assets of discontinued operations 450,874 459,618 Total Current Assets 3,178,560 2,050,365 Property, Plant and Equipment, Net 2,718,747 1,662,767 Goodwill 2,525,657 1,298,011 Other Intangible Assets, Net 2,586,698 726,557 Long-term Deferred Income Taxes 17,371 30,623 Right of Use Asset-Operating Leases 307,688 233,461 Other Assets 208,759 206,064 Non-current assets of discontinued operations 964,310 984,109 Total Assets $ 12,507,790 $ 7,191,957 Liabilities and Equity Current Liabilities Payable to suppliers $ 1,130,500 $ 537,877 Accrued expenses and other 463,543 265,432 Accrued wages and other compensation 140,912 63,767 Notes payable and current portion of long-term debt 2,054,525 38,934 Accrued taxes 6,755 10,863 Current liabilities of discontinued operations 242,056 248,404 Total Current Liabilities 4,038,291 1,165,277 Long-term Debt 4,985,496 2,998,002 Noncurrent Operating Lease Liabilities 258,735 192,703 Pension and Other Postretirement Benefits 180,827 142,784 Deferred Income Taxes 583,470 93,854 Other Liabilities 60,847 49,362 Non-current liabilities of discontinued operations 113,911 118,140 Total Liabilities 10,221,577 4,760,122 Commitments and Contingencies (Note 18) Sonoco Shareholders’ Equity Serial preferred stock, no par value Authorized 30,000 shares 0 shares issued and outstanding as of December 31, 2024 and 2023 Common shares, no par value Aut horized 300,000 shares 98,260 and 97,957 shares issued and outstanding as of December 31, 2024 and 2023, respectively 7,175 7,175 Capital in excess of stated value 183,250 159,047 Accumulated other comprehensive loss ( 502,734 ) ( 366,262 ) Retained earnings 2,583,923 2,624,380 Total Sonoco Shareholders’ Equity 2,271,614 2,424,340 Noncontrolling Interests 14,599 7,495 Total Equity 2,286,213 2,431,835 Total Liabilities and Equity $ 12,507,790 $ 7,191,957 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. F-3 FORM 10-K SONOCO 2024 ANNUAL REPORT CONSOLIDATED STATEMENTS OF INCOME Sonoco Products Company (Dollars and shares in thousands except per share data) Years ended December 31 2024 2023 2022 Net sales $ 5,305,365 $ 5,441,426 $ 5,859,327 Cost of sales 4,166,132 4,238,857 4,634,009 Gross profit 1,139,233 1,202,569 1,225,318 Selling, general and administrative expenses 723,833 644,540 609,578 Restructuring/Asset impairment charges 65,370 47,909 52,385 (Loss)/Gain on divestiture of business and other assets ( 23,452 ) 78,929 — Operating profit 326,578 589,049 563,355 Other (expenses)/income, net ( 104,200 ) 39,657 — Non-operating pension costs 13,842 14,312 7,073 Interest expense 172,620 135,393 100,875 Interest income 27,570 10,026 4,527 Income from continuing operations before income taxes 63,486 489,027 459,934 Provision for income taxes 5,509 119,730 95,731 Income before equity in earnings of affiliates 57,977 369,297 364,203 Equity in earnings of affiliates, net of tax 9,588 10,347 14,207 Net income from continuing operations 67,565 379,644 378,410 Net income from discontinued operations 96,375 96,257 88,570 Net income 163,940 475,901 466,980 Net loss/(income) from continuing operations attributable to noncontrolling interests 180 ( 768 ) ( 284 ) Net income from discontinued operations attributable to noncontrolling interests ( 171 ) ( 174 ) ( 259 ) Net income attributable to Sonoco $ 163,949 $ 474,959 $ 466,437 Weighted average common shares outstanding: Basic 98,637 98,294 97,991 Assuming exercise of awards 653 596 741 Diluted 99,290 98,890 98,732 Per common share: Basic earnings per common share: Continuing operations $ 0.69 $ 3.85 $ 3.86 Discontinued operations 0.97 0.98 0.90 Basic earnings per share attributable to Sonoco $ 1.66 $ 4.83 $ 4.76 Diluted earnings per common share: Continuing operations $ 0.68 $ 3.83 $ 3.83 Discontinued operations 0.97 0.97 0.89 Diluted earnings per share attributable to Sonoco $ 1.65 $ 4.80 $ 4.72 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. F-4 FORM 10-K SONOCO 2024 ANNUAL REPORT CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Sonoco Products Company (Dollars in thousands) Years ended December 31 2024 2023 2022 Net income $ 163,940 $ 475,901 $ 466,980 Other comprehensive (loss)/income Foreign currency translation adjustments ( 143,730 ) 70,308 ( 68,780 ) Changes in defined benefit plans, net of tax 9,014 ( 8,654 ) 424 Change in derivative financial instruments, net of tax ( 2,133 ) 1,737 ( 1,842 ) Other comprehensive (loss)/income ( 136,849 ) 63,391 ( 70,198 ) Comprehensive income 27,091 539,292 396,782 Net loss/(income) attributable to noncontrolling interests-continuing operations 180 ( 768 ) ( 284 ) Net income attributable to noncontrolling interests-discontinued operations ( 171 ) ( 174 ) ( 259 ) Other comprehensive loss/(income) attributable to noncontrolling interests 377 430 ( 460 ) Comprehensive income attributable to Sonoco $ 27,477 $ 538,780 $ 395,779 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. F-5 FORM 10-K SONOCO 2024 ANNUAL REPORT CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY Sonoco Products Company (Dollars and shares in thousands) Total Equity Common Shares Capital in Excess of Stated Value Accumulated Other Comprehensive Loss Retained Earnings Non- controlling Interests Outstanding Amount January 1, 2022 $ 1,849,541 97,370 $ 7,175 $ 119,690 $ ( 359,425 ) $ 2,070,005 $ 12,096 Net income 466,980 466,437 543 Other comprehensive income/(loss): Translation (loss)/income ( 68,780 ) ( 69,240 ) 460 Defined benefit plan adjustment 1 424 424 Derivative financial instruments 1 ( 1,842 ) ( 1,842 ) Other comprehensive (loss)/income ( 70,198 ) ( 70,658 ) 460 Purchase of noncontrolling interest ( 13,196 ) ( 7,080 ) ( 6,116 ) Dividends ( 188,259 ) ( 188,259 ) Issuance of stock awards 1,167 354 1,167 Shares repurchased ( 4,547 ) ( 79 ) ( 4,547 ) Share-based compensation 31,309 31,309 December 31, 2022 $ 2,072,797 97,645 $ 7,175 $ 140,539 $ ( 430,083 ) $ 2,348,183 $ 6,983 Net income 475,901 474,959 942 Other comprehensive income/(loss): Translation income/(loss) 70,308 70,738 ( 430 ) Defined benefit plan adjustment 1 ( 8,654 ) ( 8,654 ) Derivative financial instruments 1 1,737 1,737 Other comprehensive income/(loss) 63,391 63,821 ( 430 ) Dividends ( 198,762 ) ( 198,762 ) Issuance of stock awards 1,345 488 1,345 Shares repurchased ( 10,617 ) ( 176 ) ( 10,617 ) Share-based compensation 27,780 27,780 December 31, 2023 $ 2,431,835 97,957 $ 7,175 $ 159,047 $ ( 366,262 ) $ 2,624,380 $ 7,495 Net income/(loss) 163,940 163,949 ( 9 ) Other comprehensive income/(loss): Translation loss ( 143,730 ) ( 143,353 ) ( 377 ) Defined benefit plan adjustment 1 9,014 9,014 Derivative financial instruments 1 ( 2,133 ) ( 2,133 ) Other comprehensive loss ( 136,849 ) ( 136,472 ) ( 377 ) Divestiture of non-controlling interest ( 2,043 ) ( 2,043 ) Non-controlling interest from acquisition 9,533 9,533 Dividends ( 204,406 ) ( 204,406 ) Issuance of stock awards 915 467 915 Shares repurchased ( 9,246 ) ( 164 ) ( 9,246 ) Share-based compensation 29,659 29,659 Other 2,875 2,875 December 31, 2024 $ 2,286,213 98,260 $ 7,175 $ 183,250 $ ( 502,734 ) $ 2,583,923 $ 14,599 1 net of tax The Notes beginning on page F-8 are an integral part of these consolidated financial statements. F-6 FORM 10-K SONOCO 2024 ANNUAL REPORT CONSOLIDATED STATEMENTS OF CASH FLOWS Sonoco Products Company (Dollars in thousands) Years ended December 31 2024 2023 2022 Cash Flows from Operating Activities Net income $ 163,940 $ 475,901 $ 466,980 Adjustments to reconcile net income to net cash provided by operating activities: Asset impairment loss 17,027 26,445 21,444 Depreciation, depletion and amortization 374,859 340,988 308,824 Share-based compensation expense 29,659 27,780 31,309 Net loss on foreign currency remeasurement 113,697 — — Equity in earnings of affiliates, net of tax ( 9,588 ) ( 10,347 ) ( 14,207 ) Cash dividends from affiliated companies 11,926 9,389 8,902 Net gain on disposition of assets ( 55 ) ( 65,947 ) ( 5,979 ) Net loss/(gain) on divestiture of business 23,452 ( 57,104 ) — Gain on remeasurement of investment in affiliated companies ( 6,012 ) — — Pension and postretirement plan expense 17,477 17,460 10,697 Pension and postretirement plan contributions ( 19,633 ) ( 14,662 ) ( 37,409 ) Net decrease in deferred taxes ( 55,715 ) ( 12,209 ) ( 9,876 ) Change in assets and liabilities, net of effects from acquisitions, divestitures and foreign currency adjustments Trade accounts receivable 17,763 24,935 ( 2,466 ) Inventories ( 13,269 ) 342,713 ( 353,478 ) Payable to suppliers 123,615 ( 148,841 ) 27,225 Prepaid expenses ( 19,144 ) 1,394 33,702 Income taxes payable and other income tax items ( 11,269 ) ( 28,286 ) 5,504 Accrued expenses and other assets and liabilities 75,115 ( 46,691 ) 17,877 Net cash provided by operating activities 833,845 882,918 509,049 Cash Flows from Investing Activities Purchase of property, plant and equipment ( 393,235 ) ( 363,077 ) ( 328,769 ) Cost of acquisitions, net of cash acquired ( 3,793,569 ) ( 372,616 ) ( 1,427,020 ) Proceeds from the sale of business, net 80,996 33,237 — Proceeds from the sale of assets 15,649 80,339 9,621 Proceeds from settlement of net investment hedge 9,068 — — Cash settlement of forward contract ( 34,414 ) — — Investments in affiliated companies and other net investing proceeds 9,978 2,781 4,732 Net cash used by investing activities ( 4,105,527 ) ( 619,336 ) ( 1,741,436 ) Cash Flows from Financing Activities Proceeds from issuance of debt 4,061,319 962,557 2,153,355 Principal repayment of debt ( 151,534 ) ( 1,112,917 ) ( 285,511 ) Net decrease in commercial paper borrowings — — ( 349,000 ) Net (decrease)/increase in book cash overdrafts ( 8,676 ) 6,408 ( 18,529 ) Payment of loan financing costs ( 19,000 ) — — Payment of contingent consideration ( 948 ) — — Cash dividends – common ( 203,492 ) ( 197,416 ) ( 187,093 ) Purchase of noncontrolling interest — — ( 14,474 ) Payments for share repurchases ( 9,246 ) ( 10,617 ) ( 4,547 ) Net cash provided/(used) by financing activities 3,668,423 ( 351,985 ) 1,294,201 Effects of Exchange Rate Changes on Cash ( 105,618 ) 12,902 ( 5,354 ) Increase/(Decrease) in Cash and Cash Equivalents 291,123 ( 75,501 ) 56,460 Cash and cash equivalents at beginning of year 151,937 227,438 170,978 Cash and cash equivalents at end of year $ 443,060 $ 151,937 $ 227,438 Supplemental Schedule of Non-Cash Investing Activities: Non-cash additions to property, plant and equipment $ 29,561 $ 23,168 $ 20,250 Supplemental Disclosures: Interest paid, net of amounts capitalized $ 151,182 $ 135,910 $ 88,208 Income taxes paid, net of refunds $ 92,427 $ 189,773 $ 122,881 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. F-7 FORM 10-K SONOCO 2024 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Sonoco Products Company (dollars in thousands except per share data) 1. Summary of significant accounting policies Basis of presentation The Consolidated Financial Statements include the accounts of Sonoco Products Company and its majority-owned subsidiaries (the “Company” or “Sonoco”) after elimination of intercompany accounts and transactions. On December 18, 2024, the Company announced that it had entered into an agreement to sell its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”) to TOPPAN Holdings Inc. (“Toppan”) for approximately $ 1,800,000 on a cash-free and debt-free basis and subject to customary adjustments (the “Transaction”). The Transaction, which reflects the completion of the Company’s previously announced strategic review of its Thermoformed and Flexibles Packaging business, is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025. In accordance with applicable accounting guidance, the results of TFP, previously part of the Company’s Consumer Packaging segment, are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Annual Report on Form 10-K. Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and 2023. The Consolidated Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented in this Annual Report on Form 10-K reflect only the continuing operations of Sonoco unless otherwise noted. See Note 2 for additional information. Investments in affiliated companies in which the Company does not control the investee or in which the Company is not the primary beneficiary but has the ability to exercise significant influence over the investee’s financial and operating decisions, are accounted for by the equity method of accounting. Income applicable to these equity investments is reported in “Equity in earnings of affiliates, net of tax” in the Consolidated Statements of Income. Affiliated companies over which the Company exercised a significant influence at December 31, 2024, included: Entity Ownership Interest Percentage at December 31, 2024 Cascades Conversion, Inc. 50.0 % Cascades Sonoco, Inc. 50.0 % ISI Robotics, LLC 26.4 % Showa Products Company Ltd. 22.2 % Papertech Energía, S.L. 25.0 % Weidenhammer New Packaging, LLC 40.0 % The Company has certain other equity investments in which it is not able to exercise significant influence that are accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). These include a 19.5 % ownership in a small tubes and cores business in Chile and an investment in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions in which the Company increased its ownership interest from 20.5 % to 39.9 % during the second quarter of 2024, which contributed to an investment increase of $ 18,512 . See Note 4 for additional information. The Company’s 2.7 % equity interest in Northstar Recycling Company, LLC (“Northstar”), previously accounted for under the measurement alternative, was sold on December 23, 2024. This investment was acquired on January 26, 2023, as part of the sale of its Sonoco Sustainability Solutions (“S3”) business to Northstar. See Note 4 for additional information. The aggregate carrying value of equity investments is reported in “Other Assets” in the Company’s Consolidated Balance Sheets and totaled $ 67,801 a nd $ 56,399 at December 31, 2024 and 2023, respectively. Estimates and assumptions The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition The Company records revenue generally at a point in time when control transfers to the customer either upon shipment or delivery, depending on the terms of sale. Additionally, in certain cases, control transfers over time in conjunction with production where the Company is entitled to payment with margin for products produced that are customer specific and without alternative use. For products that meet these two criteria, the Company recognizes over time revenue under the input method as goods are produced. 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 considered a fulfillment cost, and are included in “Cost of Sales,” and freight charged to customers is included in “Net Sales” in the Company’s Consolidated Statements of Income. The Company has rebate agreements with certain customers. These rebates are recorded as reductions of sales 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 Consolidated Balance Sheets. Payment terms under the Company’s arrangements are typically short term in nature. The Company provides prompt payment discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are determinable within a short period after the originating sale and like sales returns, are treated as a reduction of revenue. F-8 FORM 10-K SONOCO 2024 ANNUAL REPORT Accounts receivable and allowance for doubtful accounts The Company’s trade accounts receivable are non-interest bearing and are recorded at the invoiced amounts. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company performs an evaluation of lifetime expected credit losses inherent in its accounts receivable at each balance sheet date. Such an evaluation includes consideration of historical loss experience, trends in customer payment frequency, present economic conditions, and judgment about the future financial health of its customers and industry sector. The allowance for doubtful accounts is monitored on a regular basis and adjustments are made as needed to ensure that the account properly reflects the Company’s best estimate of uncollectible trade accounts receivable. Account balances are charged off against the allowance for doubtful accounts when the Company determines that the receivable will not be recovered. No single customer comprised 10% or more of the Company’s consolidated net sales in 2024, 2023 or 2022, nor did the receivables balance from any single customer comprise 10% or more of the Company’s total trade accounts receivable at December 31, 2024 or December 31, 2023. The Company engages with third-party financial institutions to sell certain trade accounts receivables from customers in order to accelerate its cash collection cycle. In addition, the Company also participates in supply chain finance arrangements promoted by certain of its customers. Receivables transferred under both these arrangements generally meet the requirements to be accounted for as a true sale in accordance with guidance under Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing,” resulting in derecognition of such receivables from the Company’s consolidated balance sheets. The sales under these arrangements are made without recourse and the Company’s only continuing involvement with the sold receivables is providing collection services related to the transferred assets. The servicing fees for these arrangements are immaterial to the financial statements given the short-term nature of our arrangements. In total, approximately 12 % and 15 % of the Company’s consolidated net sales were subject to settlement under these arrangements in 2024 and 2023, respectively. The acquisition of Eviosys on December 4, 2024, included arrangements under which certain trade receivables sold to third-party financial institutions are made with recourse and therefore do not meet the requirements under ASC 860 to be accounted for as a true sale with derecognition of such receivables from the Company’s consolidated balance sheets. Accordingly, receivables sold under such arrangements totaling $ 73,487 were included in “Notes payable and current portion of long-term debt” in the Company’s Consolidated Balance Sheets at December 31, 2024. Accounts payable and 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 our subsidiaries under the SCF Programs. The Company’s responsibility under the agreements is limited to making payment to the financial institutions for confirmed invoices based on the terms originally negotiated with its suppliers. Both the Company and the financial institutions have the right to terminate the SCF Programs by providing 30 days prior written notice to the other party. The Company does not enter into any agreements with suppliers regarding their participation in the SCF Programs. Research and development Research and development costs are charged to expense as incurred and include salaries and other directly related expenses. Research and development costs totaling approximately $ 23,000 in 2024 , $ 23,900 in 2023 and $ 23,100 in 2022 are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. Restructuring and asset impairment Costs associated with exit or disposal activities are recognized when the liability is incurred. Identifying and calculating the cost to exit operations requires certain assumptions to be made about anticipated future liabilities, including severance costs, contractual obligations, and disposition of property, plant and equipment and leased assets. If assets become impaired as a result of a restructuring action, they are written down to fair value, less estimated costs to sell, if applicable. A number of significant estimates and assumptions are involved in the determination of fair value. The Company considers historical experience and all available information at the time the estimates are made; however, the amounts that are ultimately realized upon the sale of divested assets may differ from the estimated fair values reflected in the Company’s Consolidated Financial Statements. For facility closures, the Company also generally expects to record costs for equipment relocation and facility carrying costs as incurred and to accrue costs to terminate a lease or other contracts before the end of their term. Cash and cash equivalents Cash equivalents are composed of highly liquid investments with an original maturity to the Company of three months or less when purchased. Cash equivalents are recorded at cost, which approximates fair market value. The Company’s cash and cash equivalents are primarily placed with large sophisticated creditworthy financial institutions thereby limiting the Company’s credit exposure. Inventories The majority of the Company’s inventories are accounted for using the first-in, first-out (FIFO) method and are stated at the lower of cost or net realizable value. The last in, first out (“LIFO”) method is used for the valuation of certain of the Company’s domestic inventories, primarily metal, internally manufactured paper and paper purchased from third parties, and approximated 9 % and 17 % of total inventories at December 31, 2024 and 2023, respectively. Inventories accounted for using the LIFO method are stated at the lower of cost or market. If the FIFO method of accounting had been used for all inventories, total inventory would have been higher by $ 33,265 and $ 39,528 at December 31, 2024 and 2023, respectively. Property, plant and equipment Property, plant and equipment assets represent the original cost of land, buildings and equipment, less depreciation, computed under the straight-line method over the estimated useful lives of the assets, and are reviewed for impairment whenever events indicate the carrying value may not be recoverable. Equipment lives generally range from 3 to 11 years, and buildings range from 15 to 40 years. F-9 FORM 10-K SONOCO 2024 ANNUAL REPORT Expenditures for repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts, respectively. Gains or losses upon disposal are credited or charged to income as incurred. The Company sold its timberland properties in March 2023. Prior to the sale, these timber resources were stated at cost and depletion expense was recognized based on the estimated number of units of timber cut during the period. Leases At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. When the Company determines a lease exists, a leased asset and corresponding lease liability are recorded on its consolidated balance sheet. Lease contracts with a term of 12 months or less are not recorded in the consolidated balance sheet in conjunction with the Company’s practical expedient election under ASC 842, “Leases.” Leased assets represent the Company’s right to use an underlying asset during the lease term and are reviewed for impairment whenever events indicate the carrying value may not be recoverable. Lease liabilities represent the Company’s obligation arising from the lease. The Company’s leased assets and liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company has lease agreements with non-lease components that relate to lease components (e.g., common area maintenance such as cleaning or landscaping, etc.). The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all underlying asset classes in accordance with the scope of the lease accounting standard. Leased assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When the implicit rate in the Company’s leases is not readily determinable, the Company calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations. The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in determining the lease liability. Variable lease payments are recognized in operating expenses in the period in which the expense is paid during the lease term. The Company recognizes fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes interest expense on the lease liability using the effective interest method over the lease term and the finance lease asset balance is amortized on a straight-line basis. Goodwill Goodwill is not amortized. The Company assesses its goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. In performing the impairment test, the Company compares the fair value of the reporting unit with its carrying amount, and if the carrying value of the reporting unit exceeds the fair value of that reporting unit, an impairment charge is recognized for the excess. In determining the fair value of the reporting units, management considers both the income approach and the market approach. Fair value is estimated using a discounted cash flow model (income valuation approach) based on projections of future years’ operating results and associated cash flows combined with comparable trading and transaction multiples based on guideline public companies. The calculated estimated fair value of the reporting unit reflects a number of significant management assumptions and estimates including the forecast of sales growth, gross profit margins, and discount rates. Changes in these assumptions could materially impact the estimated fair value. The Company’s projections incorporate management's best estimates of the expected future results, which include expectations related to new and retained business and future operating margins. Projected future cash flows are then discounted to present value using a discount rate management believes is commensurate with the risks inherent in the cash flows. Impairment of long-lived, intangible and other assets Other intangible assets are amortized using the straight-line method when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets, or in relation to the specific pattern of consumption of the assets if the straight-line method does not provide a fair approximation of the consumption of benefits. The useful lives of the Company’s intangible assets generally range from 3 to 40 years. The Company has no intangibles with indefinite lives. The Company evaluates its intangible assets for impairment whenever indicators of impairment exist. Assumptions and estimates used in the evaluation of potential impairment can result in adjustments affecting the carrying values of long-lived, intangible and other assets and the recognition of impairment expense in the Company’s Consolidated Financial Statements. The Company evaluates its long-lived assets (property, plant and equipment), definite-lived intangible assets and other assets (including right of use lease assets, notes receivable and equity and other investments) for impairment whenever indicators of impairment exist, or when it commits to sell the asset. If the sum of the undiscounted expected future cash flows from a long-lived asset, definite-lived intangible, or other asset group is less than the carrying value of that asset group, an asset impairment charge is recognized. Key assumptions and estimates used in the projection of expected future cash flows generally include price levels, sales growth, profit margins and asset life. The amount of an impairment charge, if any, is calculated as the excess of the asset’s carrying value over its fair value, generally represented by the discounted future cash flows from that asset or, in the case of assets the Company evaluates for sale, estimated sale proceeds less costs to sell. The Company takes into consideration historical data and experience together with all other relevant information available when estimating the fair values of its assets. However, fair values that could be realized in actual transactions may differ from the estimates used to evaluate impairment. In addition, changes in the assumptions and estimates may result in a different conclusion regarding impairment. Income taxes The Company provides for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting requirements and tax laws. Assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes liabilities for uncertain income tax positions based on its estimate of whether it is more likely than not that additional taxes will be required and the Company reports related interest and penalties within the provision for income taxes line item in the Consolidated Statements of Income. F-10 FORM 10-K SONOCO 2024 ANNUAL REPORT Derivatives The Company uses derivatives to mitigate the effect of fluctuations in some of its raw material and energy costs, foreign currencies, and, from time to time, interest rates. The Company purchases commodities such as metal and energy, generally at market or at fixed prices that are established with the vendor as part of the purchase process for quantities expected to be consumed in the ordinary course of business. The Company may enter into commodity futures or swaps to manage the effect of price fluctuations. The Company may use foreign currency forward contracts and other risk management instruments to manage exposure to changes in foreign currency cash flows and the translation of monetary assets and liabilities on the Company’s consolidated financial statements. The Company is exposed to interest-rate fluctuations as a result of using debt as a source of financing for its operations. The Company may from time to time use traditional, unleveraged interest rate swaps to manage its exposure to interest rate movements. Additionally, the Company elected the normal purchase, normal sale scope exception for physical commodity contracts that meet the definition of a derivative. Derivative instruments, to the extent in an asset position, expose the Company to credit loss in the event of nonperformance by the counterparties to the derivative agreements. The Company manages its exposure to counterparty credit risk through minimum credit standards, diversification of counterparties and procedures to monitor concentrations of credit risk. The Company may enter into financial derivative contracts that may contain credit-risk-related contingent features, which could result in a counterparty requesting immediate payment or demanding immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. The Company records its derivatives as assets or liabilities on the balance sheet at fair value using published market prices or estimated values based on current price and/or rate quotes and discounted estimated cash flows. Changes in the fair value of derivatives designated as accounting hedges are recognized in net income, and otherwise are recognized in other comprehensive income. Amounts in accumulated other comprehensive income are reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. It is the Company’s policy not to speculate in derivative instruments . Share-Based Compensation Plans The Company utilizes share-based compensation in the form of restricted stock units (“RSUs”), performance contingent restricted stock units (“PCSUs”), and other share-based awards. The fair value of the Company’s RSUs is equal to the closing price of the Company’s stock on the date of grant discounted for any projected dividends that are not eligible to be received during the vesting period. The amount of share-based compensation expense associated with PCSUs is based on estimates of future performance using measures defined in the stock plan descriptions for each award granted. As of December 31, 2024, these performance measures include the following: • Adjusted earnings per share — three-year sum of forecasted future and historical annual adjusted earnings per share for the three-year measurement period associated with each award; and • Return on invested capital — three-year simple average of annual returns calculated by dividing 1) adjusted operating profit after tax (derived from historical or projected earnings) by 2) the average of total historical or projected debt plus equity for the respective annual periods. For the awards granted in 2024 and 2023, the performance payout will be subject to adjustment by a total stock return modifier as determined by the Company’s relative performance within its targeted peer group for each grant. Changes in estimates regarding the future achievement of these performance measures may result in significant fluctuations from period to period in the amount of share-based compensation expense recognized in the Company’s Consolidated Financial Statements. Pension and Postretirement Benefit Plans The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, Greece, France, and Turkey. The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements. The actuarial valuations used to evaluate the plans employ key assumptions that can have a significant effect on the calculated amounts. The Company adjusts its discount rates at the end of each fiscal year based on yield curves of high-quality debt instruments over durations that match the expected benefit payouts of each plan. The expected rate of return assumption is derived by taking into consideration the targeted plan asset allocation, projected future returns by asset class and active investment management. A third-party asset return model is used to develop an expected range of returns on plan investments over a 12 - to 15-year period, with the expected rate of return selected from a best estimate range within the total range of projected results. The Company periodically re-balances its plan asset portfolio in order to maintain the targeted allocation levels. The rate of compensation increase assumption is generally based on salary and incentive compensation increases. Other assumptions and estimates impacting the projected liabilities of these plans include inflation, participant withdrawal and mortality rates, medical cost trends, and retirement ages. The Company evaluates the assumptions used in projecting the pension and postretirement liabilities and associated expenses annually. These judgments, assumptions and estimates may affect the carrying value of pension and postretirement plan net assets and liabilities and pension and postretirement plan expenses in the Company’s Consolidated Financial Statements. Business combinations The Company’s acquisitions of businesses are accounted for in accordance with ASC 805, “Business Combinations.” The Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquired business at their fair values as of the date of acquisition. Goodwill is measured as the excess of consideration transferred, also measured at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires the Company to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets; property, plant and equipment; deferred tax asset valuation allowances; liabilities including those related to debt, pensions and other postretirement plans; uncertain tax positions; contingent consideration and contingencies. This method also requires the Company to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If the Company is required to adjust provisional amounts that were recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on its financial condition and results of operations. Significant estimates and assumptions in estimating the fair value of acquired patents, customer lists, trademarks, proprietary technology, and other identifiable intangible assets include future cash flows that the Company expects to generate from the acquired assets, discount rate, F-11 FORM 10-K SONOCO 2024 ANNUAL REPORT customer attrition rate, and long-term revenue growth projections. Projecting discounted future cash flows requires the Company to make significant estimates regarding projected revenues, projected earnings before interest, taxes, depreciation, and amortization margins, discount rates and customer attrition rates. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could record impairment charges. In addition, the Company has estimated the economic lives of certain acquired assets, and these lives are used to calculate depreciation on property, plant and equipment and amortization expense on definite-lived intangible assets. If the estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired assets could be impaired. For leases acquired in a business combination, the Company measures the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the Company at the acquisition date. The Company measures the right-of-use asset at the same amount as the lease liability as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. Reportable segments The Company identifies its reportable segments by evaluating the level of detail reviewed by the chief operating decision maker and the similarities among operating segments related to gross profit margins, nature of products sold, nature of the production processes, type and class of customer, methods used to distribute products, and nature of the regulatory environment. Of these factors, the Company believes that the most significant in determining the aggregation of operating segments are the nature of the products and the type of customers served. The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other. Contingencies Pursuant to GAAP for accounting for contingencies, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Amounts so accrued are not discounted. Changes in estimates and assumptions could impact the carrying value of the accruals from one period to another as additional information becomes known. Foreign currency translation The Company’s foreign operations are exposed to political, geopolitical, and cultural risks, but the risks are mitigated by diversification and the relative stability of the countries in which the Company has significant operations. Because the economies in Turkey and Venezuela are considered highly inflationary under GAAP, the Company considers the U.S. dollar to be the functional currency for these operations and uses the official exchange rate when remeasuring the financial assets and liabilities of these operations. The remeasurement adjustments are recorded against earnings within the Company’s consolidated income statement. F-12 FORM 10-K SONOCO 2024 ANNUAL REPORT 2. Discontinued operations As disclosed in Note 1, on December 18, 2024, the Company entered into an agreement to sell TFP. As a result of the planned sale, and in accordance with applicable accounting guidance, the financial results of TFP are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented. Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and 2023. The Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Total Equity, and Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented reflect only the continuing operations of Sonoco unless otherwise noted. The following table presents the assets and liabilities that are classified as discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and 2023: 2024 2023 Cash and cash equivalents $ 12,050 $ 13,042 Trade accounts receivable, net of allowances of $ 2,582 in 2024 and $ 2,793 in 2023 209,379 218,620 Other receivables 46,001 48,677 Inventories Finished and in process 80,573 86,515 Materials and supplies 94,083 83,338 Prepaid expenses 8,788 9,426 Current assets of discontinued operations $ 450,874 $ 459,618 Property, plant and equipment, net of accumulated depreciation of $ 465,923 in 2024 and $ 480,416 in 2023 262,662 243,370 Goodwill 502,621 512,643 Other intangible assets, net of accumulated amortization of $ 206,437 in 2024 and $ 189,471 in 2023 103,593 127,113 Long-term deferred income taxes 262 706 Right of use asset-operating leases 75,855 81,483 Other assets 19,317 18,794 Non-current assets of discontinued operations $ 964,310 $ 984,109 Payable to suppliers 172,720 169,613 Accrued expenses and other 62,562 70,593 Notes payable and current portion of long-term debt 6,774 8,198 Current liabilities of discontinued operations $ 242,056 $ 248,404 Long-term debt 29,850 37,866 Noncurrent operating lease liabilities 67,789 72,751 Pension and other postretirement benefits — 116 Deferred income taxes 15,928 6,934 Other liabilities 344 473 Non-current liabilities of discontinued operations $ 113,911 $ 118,140 F-13 FORM 10-K SONOCO 2024 ANNUAL REPORT The following table presents key components of “Income from discontinued operations, net of taxes” for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 Net sales $ 1,291,461 $ 1,339,866 $ 1,391,225 Cost of sales 1,037,196 1,106,970 1,176,894 Gross profit 254,265 232,896 214,331 Selling, general and administrative expenses 122,488 97,131 97,762 Restructuring/Asset impairment charges 3,740 9,024 4,525 Operating profit 128,037 126,741 112,044 Interest expense 1 13,396 1,293 790 Interest income 1,668 357 94 Income from discontinued operations before income taxes 116,309 125,805 111,348 Provision for income taxes 19,934 29,548 22,778 Net income from discontinued operations 96,375 96,257 88,570 Net income from discontinued operations attributable to noncontrolling interests ( 171 ) ( 174 ) ( 259 ) Net income attributable to discontinued operations $ 96,204 $ 96,083 $ 88,311 Weighted average common shares outstanding: Basic 98,637 98,294 97,991 Diluted 99,290 98,890 98,732 Per common share Net income attributable to discontinued operations: Basic $ 0.97 $ 0.98 $ 0.90 Diluted $ 0.97 $ 0.97 $ 0.89 1 Includes $ 9,528 of interest expense in 2024 relating to certain debt contractually required to be repaid by the Company upon completion of the TFP divestiture. No such interest expense is reflected in 2023 or 2022. The following table presents significant cash flow items from discontinued operations for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 Depreciation, depletion and amortization $ 58,798 $ 58,959 $ 58,291 Capital expenditures $ ( 65,321 ) $ ( 55,624 ) $ ( 48,049 ) 3. New accounting pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires companies to disclose disaggregated amounts relating to (a) inventory purchases; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization. Further, this guidance will require companies to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The standard is intended to benefit investors by providing more detailed expense disclosures that would be useful in making capital allocation decisions. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 but early adoption is permitted. ASU 2024-03 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 December 2023, the FASB issued 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. F-14 FORM 10-K SONOCO 2024 ANNUAL REPORT 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 adopted this standard effective with its reporting for the year ended December 31, 2024 and has provided the enhanced reportable segment financial disclosures in this Annual Report on Form 10-K. In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The amendments 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 was 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 was adopted effective with its reporting for the year ended December 31, 2024 and is included in this Annual Report on Form 10-K. Other than the pronouncements discussed above, there have been no other newly issued nor newly applicable accounting pronouncements that have had, or are expected to have, a material impact on the Company’s financial statements. 4. Acquisitions and divestitures Eviosys Acquisition On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Eviosys from an affiliate of KPS Capital Partners, LP for net cash consideration of $ 3,789,826 . 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 6,500 employees in 44 manufacturing facilities across 17 countries. The Company funded the Eviosys acquisition, including related fees and expenses, with the net proceeds from the registered public offering of senior unsecured notes, borrowings from two term loan facilities, and cash on hand. See Note 11 for more information. The financial results of Eviosys are included in the Company’s Consumer Packaging segment. In order to fund the Eviosys acquisition in euros, the Company entered into foreign currency forward contracts during the month of October 2024 with varying settlement dates to sell USD and buy euro. Upon settlement of these trades, the Company, a USD functional currency entity, held euro denominated cash balances between the date of settlement and the December 4, 2024 closing date of the acquisition. Such euro cash balances, being monetary assets, were subject to remeasurement in the intervening period between settlement and December 4, 2024, resulting in the recognition of a $ 113,697 remeasurement loss. This loss is reflected in “Other (expenses)/income, net” in the Company’s Consolidated Statement of Income for the year ended December 31, 2024. The majority of the remeasurement loss was non-cash in nature; however, included in the remeasurement loss are cash payments to counterparties totaling $ 34,414 reflecting the settlement of a tranche of the foreign currency forward contracts. The Company no longer holds significant euro-denominated cash on its USD functional currency entity that would be subject to future remeasurement gain/loss. The Company’s preliminary fair values of the assets acquired and liabilities assumed in the acquisition of Eviosys, are as follows: Preliminary Allocation Trade accounts receivable $ 300,385 Other receivables 114,634 Inventories 445,945 Prepaid expenses 47,509 Property, plant and equipment 1,057,779 Right of use asset - operating leases 43,566 Other intangible assets 1,967,678 Goodwill 1,285,518 Long-term deferred income taxes 39,023 Other assets 3,330 Payable to suppliers ( 518,766 ) Accrued expenses and other ( 168,529 ) Accrued wages and other compensation ( 41,749 ) Notes payable and current portion of long-term debt ( 76,438 ) Noncurrent operating lease liabilities ( 32,022 ) Pension and other postretirement benefits ( 51,849 ) Deferred income taxes ( 599,941 ) Other long-term liabilities ( 16,714 ) Noncontrolling Interests ( 9,533 ) Net assets acquired $ 3,789,826 F-15 FORM 10-K SONOCO 2024 ANNUAL REPORT The preliminary allocation of the purchase price of Eviosys to the tangible and intangible assets acquired and liabilities assumed, as reflected in the table above, is based on the Company’s preliminary allocations of their respective fair values, based on information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to: inventory; property, plant and equipment; goodwill; other intangible assets; operating leases; and deferred income taxes, and expects to complete its valuations within one year of the date of acquisition. Factors comprising goodwill for Eviosys, none of which is expected to be deductible for income tax purposes, include increased access to certain markets and the value of the assembled workforce. The following table presents the financial results for Eviosys from December 4, 2024, the date of acquisition, through December 31, 2024: Supplemental Information December 4 to Eviosys December 31, 2024 Net sales $ 115,031 Net loss $ 15,086 The following table presents the Company’s pro forma consolidated results for the years ended December 31, 2024 and December 31, 2023, assuming the acquisition of Eviosys had occurred on January 1, 2023. This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2023, nor is it necessarily indicative of future consolidated results. Pro Forma Supplemental Information Years Ended Consolidated December 31, 2024 December 31, 2023 Net sales $ 7,546,920 $ 8,032,135 Net income from continuing operations $ 159,926 $ 112,963 Net income attributable to Sonoco 1 $ 255,800 $ 208,436 1 Includes results of discontinued operations The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Pro forma information for the years ended December 31, 2024 and December 31, 2023 includes adjustments to depreciation, amortization, and income taxes based upon the preliminary fair value allocation of the purchase price to Eviosys’ tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023. Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2023. Acquisition-related costs of $ 272,303 include the $ 113,697 remeasurement loss discussed above and charges related to fair value adjustments to acquisition-date inventory. These costs are excluded from 2024 pro forma net income and are instead reflected in 2023 pro forma net income as though the acquisition had occurred on January 1, 2023. Other Acquisitions On June 1, 2024, the Company completed the purchase of a small tube and paper cone manufacturer in Brazil for $ 2,660 . The financial results of this business are included in the Company’s Industrial Paper Packaging segment. The Company completed two acquisitions during 2023 at a net cash cost of $ 372,616 . 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. During the second quarter of 2024, the Company paid additional consideration in the amount of $ 2,340 and a final net working capital settlement in the amount of $ 489 . The Company finalized its valuations of the assets acquired and the liabilities assumed in the acquisition of Inapel during 2024. As Inapel is one of the operations included in the pending sale of TFP, the acquired assets and liabilities are reflected as assets and liabilities of discontinued operations on the Company’s Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023. Additional obligations to the seller totaling $ 2,333 are expected to be paid during 2025 and are recorded in “Current liabilities of discontinued operations” in the Company’s Consolidated Balance Sheet as of December 31, 2024. On September 8, 2023, the Company completed the acquisitions of the remaining 65 % ownership interest in RTS Packaging, LLC (“RTS Packaging”) from joint venture partner WestRock Company (“WestRock”) and 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. Prior to the acquisitions, the Company reported its 35 % interest in the RTS Packaging joint venture using the equity method of accounting. Subsequent to the acquisitions, the financial results of RTS Packaging and the Chattanooga Mill are accounted for under the acquisition method and their results of operations are included in the Company’s Industrial Paper Packaging segment. On September 8, 2023, the fair value of the Company’s 35 % ownership interest in RTS Packaging was determined to be $ 59,472 based on the cash consideration exchanged for acquiring the remaining 65 % ownership interest in RTS Packaging adjusted for the deemed payment of a control premium, and the carrying value of the 35 % ownership interest in RTS Packaging was $ 8,654 . The Company recognized a net gain of $ 44,029 resulting from this remeasurement to fair value and the reclassification of certain amounts related to the Company’s 35 % ownership interest in RTS Packaging out of “Accumulated other comprehensive loss,” including foreign currency translation losses of $ 2,033 and losses related to defined benefit pension plans of $ 4,756 . The net gain from such remeasurement and reclassification was recorded in “Other income, net” in the Company’s Consolidated Statements of Income for the year ended December 31, 2023. The Company also recognized a loss of $ 7,086 on the settlement of a contract associated with the Chattanooga Mill. The contract was determined to have unfavorable terms given market conditions at the time of the acquisition. This loss is reflected in “Other income, net” in the Company’s Consolidated Statements of Income for the year ended December 31, 2023. This loss, along with the settlement of a note receivable F-16 FORM 10-K SONOCO 2024 ANNUAL REPORT from RTS Packaging held by the Company on the acquisition date, are reflected as components of purchase consideration transferred in connection with these acquisitions. The following table provides a summary of the purchase consideration (as defined under ASC 805) transferred for the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill: Purchase Consideration Cash consideration, net of cash acquired $ 313,388 Fair value of previously held interest in RTS Packaging 59,472 Final working capital settlement 452 Settlement of preexisting relationships 1,235 Purchase consideration transferred $ 374,547 During 2024, the Company finalized its valuations of the assets acquired and liabilities assumed in the acquisitions of the remaining ownership interest in RTS Packaging and the Chattanooga Mill. As a result, final fair values reflecting adjustments made during the measurement period are as follows: Initial Allocation Measurement Period Adjustments Final 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 ( 12,436 ) ( 25 ) ( 12,461 ) Accrued wages and other compensation ( 2,731 ) — ( 2,731 ) 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 Goodwill for RTS Packaging and the Chattanooga Mill, of which $ 83,000 is expected to be deductible for income tax purposes, consists of increased manufacturing capacity, access to certain markets, and the capability to support marquee customers in growing markets. The Company completed three acquisitions during 2022 at a net cash cost of $ 1,444,618 . On November 15, 2022, the Company completed the acquisition of S.P. Holding, Skjern A/S (“Skjern”), a privately owned manufacturer of paper based in Skjern, Denmark for $ 89,610 , net of cash acquired. Tangible assets totaled $ 40,489 , intangible assets totaled $ 39,330 , liabilities totaled $ 22,403 , and Goodwill totaled $ 32,194 . Skjern produces high-grade paperboard from recycled paper for rigid paper containers, tubes and cores, and other applications. On August 31, 2022, the Company completed the acquisition of Nordeste Tubetes and NE Tubetes (collectively, “Nordeste”), two small tube and core operations in Brazil. Total consideration for the two businesses was $ 6,419 . Tangible assets totaled $ 1,374 , intangible assets totaled $ 3,031 , and Goodwill totaled $ 2,014 . The Company paid $ 3,933 at closing and recorded a deferred payment obligation totaling $ 2,486 in “Other liabilities” in the Company’s Consolidated Balance Sheets. The deferred payment obligation is expected to be paid by the end of 2028. On January 26, 2022, the Company completed the acquisition of Ball Metalpack Holding, LLC (“Ball Metalpack”), renamed Sonoco Metal Packaging (“Metal Packaging”), a leading supplier of sustainable metal packaging for food and household products and the largest aerosol can producer in North America, for $ 1,348,589 , net of cash acquired. Prior to the Company’s acquisition, Ball Metalpack was a joint venture formed in 2018 and owned by Platinum Equity ( 51 %) and Ball Corporation ( 49 %). Metal Packaging consists of eight manufacturing plants in the United States and a headquarters facility in Broomfield, Colorado. F-17 FORM 10-K SONOCO 2024 ANNUAL REPORT Financial results for Metal Packaging are included in the Company’s Consumer Packaging Segment, and financial results for Nordeste and Skjern are included in the Industrial Paper Packaging segment. Except for the Eviosys and Metal Packaging acquisitions, the Company does not believe that the results of the businesses acquired in 2024, 2023, and 2022 were material to the years presented, individually or in the aggregate, and are therefore not subject to the requirements to provide supplemental pro-forma information. The following table presents the financial results for Metal Packaging from the date of acquisition through December 31, 2022: Supplemental Information January 26 to Metal Packaging December 31, 2022 Net sales $ 1,035,020 Net income $ 62,777 The following table presents the Company’s pro forma consolidated results for the year ended December 31, 2022, assuming the acquisition of Metal Packaging had occurred on January 1, 2021. This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2021, nor is it necessarily indicative of future consolidated results. Pro Forma Supplemental Information Year Ended Consolidated December 31, 2022 Net sales $ 5,908,915 Net income from continuing operations $ 440,791 Net income attributable to Sonoco 1 $ 528,818 1 Includes results of discontinued operations The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Pro forma information for the year ended December 31, 2022 includes adjustments to depreciation, amortization, and income taxes based upon the final fair value allocation of the purchase price to Metal Packaging’s tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2021. Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2021. Acquisition-related costs of $ 28,171 and charges related to fair value adjustments to acquisition-date inventory of $ 33,155 were recognized during 2022. These costs are excluded from 2022 pro forma net income and are instead reflected in the previously disclosed 2021 pro forma net income as though the acquisition had occurred on January 1, 2021. The Company has accounted for these acquisitions as business combinations under the acquisition method and has included the results of operations of the acquired businesses in the Company’s Consolidated Statements of Income from their respective dates of acquisition. Divestiture of Businesses On December 18, 2024, the Company announced that it had entered into an agreement to sell TFP to Toppan for approximately $ 1,800,000 on a cash-free and debt-free basis and subject to customary adjustments. The sale is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025. See Notes 1 and 2 for additional information. In November 2024, the Company completed the sale of two production facilities in China, both of which were part of the Company’s Industrial Paper Packaging segment, for $ 302 . As a result of the sale, the Company reclassified $ 590 of cumulative translation losses from Accumulated Other Comprehensive Loss and recognized a loss of $ 25,607 , which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income. 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 (“Black Diamond”) for cash proceeds of $ 80,267 at closing. Upon final settlement of working capital in the third quarter of 2024, the Company paid Black Diamond $ 1,805 . 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 $ 74,644 , including $ 16,559 of allocated goodwill and reclassified $ 2,913 of cumulative translation adjustment losses from Accumulated Other Comprehensive Loss, resulting in a net pretax gain of $ 905 , which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income. 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. The escrow balance of $ 2,000 is reflected in “Other receivables” in the Company’s Consolidated Balance Sheet as of December 31, 2024. 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 “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income, was reduced by $ 537 in the third quarter of 2023 upon the final working capital settlement. Also on July 1, 2023, the Company agreed to the sale of its Mexico BulkSak business. The sale closed in December 2023 for a cash selling price, as adjusted for working capital, of $ 1,096 . As a result of the Mexico BulkSak sale, the Company recognized a pretax gain of $ 85 which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income. F-18 FORM 10-K SONOCO 2024 ANNUAL REPORT On January 26, 2023, the Company completed the sale of its S3 business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar. The Company received cash proceeds of $ 13,839 at closing. An additional $ 1,500 of cash proceeds were released to the Company from escrow in September 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 “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income for their respective periods. 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 Company sold its equity interest in Northstar on December 23, 2024 for cash proceeds of $ 8,630 . The resulting pretax gain of $ 3,630 is included in “Other (expenses)/income, net” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024. The divestitures of the two production facilities in China, Protexic, S3, and BulkSak businesses did not represent a strategic shift for the Company or have a major effect on its operations or financial results. Consequently, these sales did not meet the criteria for reporting as discontinued operations. The cash proceeds from the sales were used for general corporate purposes. The Company continually assesses its operational footprint as well as its overall portfolio of businesses and may consider the divestiture of plants and/or business units it considers to be suboptimal or nonstrategic. Sale of Assets With the completion of Project Horizon, the Company’s project to convert the corrugated medium machine in Hartsville, South Carolina, to produce uncoated recycled paperboard was realized. The Company now produces paper exclusively from recycled fibers and no longer requires natural tree fiber for production. Accordingly, on March 29, 2023, the Company sold its timberland properties, consisting of approximately 55,000 acres, to Manulife Investment Management for net cash proceeds of $ 70,802 . The Company disposed of assets with a net book value of $ 9,857 as part of the sale and recognized a pretax gain from the sale of these assets of $ 60,945 during the year ended December 31, 2023, which is included in “(Loss)/Gain on divestiture of business and other assets ” in the Company’s 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 December 31, 2024 is included within “Other assets” in the Company’s 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 (expenses)/income, net” and “Interest income,” respectively, in the Company’s Consolidated Statements of Income. Acquisition, Integration, and Divestiture-Related Costs Acquisition, integration, and divestiture-related costs from continuing operations of $ 125,169 , $ 24,624 , and $ 70,210 were incurred in 2024, 2023 and 2022, respectively. The majority of costs incurred in 2024 related to the acquisition of Eviosys. These costs include legal and professional fees, investment banking fees, representation and warranty insurance premiums, as well as employee-related and other integration activity costs, that are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. The costs incurred in 2024, 2023, and 2022 also include fair value adjustments to acquisition-date inventory totaling $ 5,806 , $ 5,227 , and $ 33,155 , respectively, that are included in “Cost of sales” in the Company’s Consolidated Statements of Income. The costs incurred in 2024 also include losses on treasury lock derivative instruments and amortization of financing fees related to debt instruments associated with the financing of the Eviosys acquisition totaling $ 33,569 that are included in “Interest expense” in the Company’s Consolidated Statements of Income. 5. Restructuring and asset impairment Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is continually seeking more cost-effective means and structures to serve its customers and to respond to fundamental changes in its markets. As such, plant closures in connection with footprint rationalization and headcount reductions are an important component of the Company’s cost control initiatives. 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: Year Ended December 31, 2024 2023 2022 Restructuring and restructuring-related asset impairment charges $ 65,370 $ 47,909 $ 42,290 Other asset impairments — — 10,095 Restructuring/Asset impairment charges $ 65,370 $ 47,909 $ 52,385 The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred: F-19 FORM 10-K SONOCO 2024 ANNUAL REPORT Year Ended December 31, 2024 2023 2022 Severance and Termination Benefits $ 37,307 $ 15,543 $ 13,808 Asset Impairment/Disposal of Assets 15,719 24,415 9,182 Other Costs 12,344 7,951 19,300 Total restructuring and restructuring-related asset impairment charges $ 65,370 $ 47,909 $ 42,290 The table below sets forth restructuring and restructuring-related asset impairment charges by reportable segment: Year Ended December 31, 2024 2023 2022 Consumer Packaging $ 19,259 $ 4,111 $ 8,207 Industrial Paper Packaging 33,923 38,754 15,598 All Other 1,434 2,547 ( 44 ) Corporate 10,754 2,497 18,529 Total restructuring and restructuring-related asset impairment charges $ 65,370 $ 47,909 $ 42,290 “Restructuring and restructuring-related asset impairment charges” and “Other asset impairments” are included in “Restructuring/Asset impairment charges” in the 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 Consolidated Balance Sheets: Accrual Activity Severance and Termination Benefits Asset Impairment/ Disposal of Assets Other Costs Total Liability, December 31, 2022 $ 12,780 $ — $ 1,286 $ 14,066 2023 charges 15,543 24,415 7,951 47,909 Cash (payments)/receipts ( 19,437 ) — ( 8,995 ) ( 28,432 ) Asset write downs/disposals — ( 24,415 ) — ( 24,415 ) Foreign currency translation ( 22 ) — 30 8 Liability, December 31, 2023 $ 8,864 $ — $ 272 $ 9,136 2024 charges 37,307 15,719 12,344 65,370 Cash (payments)/receipts ( 21,653 ) 9,680 ( 11,610 ) ( 23,583 ) Asset write downs/disposals — ( 25,399 ) — ( 25,399 ) Foreign currency translation ( 484 ) — ( 97 ) ( 581 ) Liability, December 31, 2024 $ 24,034 $ — $ 909 $ 24,943 “Severance and Termination Benefits” in 2024 includes the cost of severance for approximately 300 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, Greece (the “Kilkis Mill”), the closures of two small industrial converted products facilities in China, and the closure of an industrial converted products facility in Mississauga, Canada, all part of the Industrial Paper Packaging segment. “Severance and Termination Benefits” in 2023 include the cost of severance for approximately 200 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts and severance related to the following plant closures: paper mills in Hutchinson, Kansas and Indonesia, part of the Industrial Paper Packaging segment; a metal packaging facility in the United States, part of the Consumer Packaging segment; and severance related to the closures of several smaller operations. “Asset Impairment/Disposal of Assets” in 2024 consist 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 Metal Packaging, part of the Consumer Packaging segment. These charges were partially offset by gains from the sales of previously closed facilities that were part of the Industrial Paper Packaging and Consumer Packaging segments. “Asset Impairment/Disposal of Assets” in 2023 consist primarily of asset impairment charges related to the closure of a paper mill in Hutchinson, Kansas, part of the Industrial Paper Packaging segment, and a metal packaging facility in the United States, part of the Consumer Packaging segment. These charges were partially offset by gains from the sale of previou sly impaired assets. “Other Costs” in 2024 consist 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 . “Other Costs” in 2023 consist primarily of costs related to plant closures including equipment removal, utilities, plant security, property taxes and insurance. The Company expects to pay the majority of the remaining restructuring reserves by the end of 202 5 using cash generated from operations. The Company also expects to recognize future additional charges totaling approximately $ 3,000 in connection with previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2025. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken. F-20 FORM 10-K SONOCO 2024 ANNUAL REPORT Other Asset Impairments The Company recognized other asset impairment charges totaling $ 10,095 for the year ended December 31, 2022, as a result of exiting our operations in Russia, consisting of two small tube and core plants in the Industrial Paper Packaging segment. These charges include $ 3,747 of cumulative translation losses that were reclassified from accumulated other comprehensive income upon completion of the Company's exit from Russia on July 1, 2022. These impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Consolidated Statements of Income. 6. Book cash overdrafts and cash pooling As part of its cash management system, the Company uses “zero balance” accounts to fund disbursements. Under this system, the bank balance is zero at the end of each day, while the book balance is usually a negative amount due to reconciling items such as outstanding checks. At December 31, 2024 and 2023, outstanding checks totaling $ 15,799 and $ 24,638 , respectively, were included in “Payable to suppliers” in the Company’s Consolidated Balance Sheets. In addition, outstanding payroll checks of $ 162 and $ 0 as of December 31, 2024 and 2023, respectively, were included in “Accrued wages and other compensation” in the Company’s Consolidated Balance Sheets. Changes in these book cash overdrafts are reported as cash flows from financing activities. The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements. Under this pooling arrangement, the Company and its participating subsidiaries may maintain either cash deposit or borrowing positions through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit. Because it maintains a security interest in the cash deposits, and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries favorable interest terms on both. The Company’s Consolidated Balance Sheets reflect a net cash deposit under this pooling arrangement of $ 12,915 and $ 1,308 as of December 31, 2024 and 2023, respectively. 7. Property, plant and equipment Details of the Company’s property, plant and equipment at December 31 are as follows: 2024 2023 Land $ 314,278 $ 123,438 Buildings 967,237 660,001 Machinery and equipment 3,726,377 3,236,966 Construction in progress 337,796 225,660 5,345,688 4,246,065 Accumulated depreciation and depletion ( 2,626,941 ) ( 2,583,298 ) Property, plant and equipment, net $ 2,718,747 $ 1,662,767 Depreciation and depletion expense amounted to $ 224,595 in 2024, $ 202,917 in 2023 and $ 179,746 in 2022. 8. 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 real estate leases, in particular, include one or more options to renew, with renewal terms that typically extend the lease term in increments from one to five years . The Company’s leases do not have any significant residual value guarantees or restrictive covenants. The Company completed the Eviosys acquisition on December 4, 2024. The acquisition included operating lease liabilities of $ 42,468 with a weighted-average remaining lease maturity term and discount rate of 8.1 years and 4.5 %, respectively. The Company completed the acquisitions of the Chattanooga Mill and the remaining interest in RTS Packaging on September 8, 2023, which included operating lease liabilities of $ 34,604 with a weighted-average remaining lease maturity term and discount rate of 11.5 years and 6.4 %, respectively. See Note 4 for additional information about these acquisitions. F-21 FORM 10-K SONOCO 2024 ANNUAL REPORT The following table sets forth the balance sheet location and values of the Company’s lease assets and lease liabilities at December 31, 2024 and December 31, 2023: Classification Balance Sheet Location December 31, 2024 December 31, 2023 Lease Assets Operating lease assets Right of Use Asset - Operating Leases $ 307,688 $ 233,461 Finance lease assets Other Assets 76,831 78,949 Total lease assets $ 384,519 $ 312,410 Lease Liabilities Current operating lease liabilities Accrued expenses and other $ 52,648 $ 44,279 Current finance lease liabilities Notes payable and current portion of long-term debt 22,284 17,268 Total current lease liabilities 74,932 61,547 Noncurrent operating lease liabilities Noncurrent Operating Lease Liabilities 258,735 192,703 Noncurrent finance lease liabilities Long-term Debt, net of current portion 45,344 55,341 Total noncurrent lease liabilities 304,079 248,044 Total lease liabilities $ 379,011 $ 309,591 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 asset recorded on the balance sheet was determined based upon factors considered at the commencement date, 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 years ended December 31, 2024, 2023, and 2022: Lease Cost 2024 2023 2022 Operating lease cost (a) $ 49,327 $ 43,524 $ 40,485 Finance lease cost: Amortization of lease asset (a) (b) 12,871 11,789 10,524 Interest on lease liabilities (c) 3,711 3,912 4,023 Variable lease cost (a) (d) 31,404 32,016 20,317 Impairment charges (e) — — 61 Total lease cost $ 97,313 $ 91,241 $ 75,410 (a) Production-related and administrative amounts are included in cost of sales and selling, general and administrative expenses, respectively. (b) Included in depreciation and amortization. (c) Included in interest expense. (d) Also includes short-term lease costs, which are deemed immaterial. (e) Impairment charges are included in “Restructuring/asset impairment charges” in the Company’s Consolidated Statements of Income. See Note 5 for more information. The following table sets forth the five-year maturity schedule of the Company’s lease liabilities as of December 31, 2024: Maturity of Lease Liabilities Operating Leases Finance Leases Total 2025 $ 55,277 $ 22,814 $ 78,091 2026 46,883 18,488 65,371 2027 40,440 6,038 46,478 2028 35,633 5,000 40,633 2029 33,545 3,716 37,261 Beyond 2029 183,690 20,795 204,485 Total lease payments 395,468 76,851 472,319 Less: Interest 84,085 9,223 93,308 Lease Liabilities $ 311,383 $ 67,628 $ 379,011 F-22 FORM 10-K SONOCO 2024 ANNUAL REPORT The following tables set forth the Company’s weighted average remaining lease term and discount rates used in the calculation of its outstanding lease liabilities at December 31, 2024, 2023, and 2022, along with other lease-related information for the years ended December 31, 2024, 2023, and 2022: Lease Term and Discount Rate 2024 2023 2022 Weighted-average remaining lease term (years): Operating leases 10.1 10.0 10.4 Finance leases 6.7 7.1 7.7 Weighted-average discount rate: Operating leases 4.97 % 5.07 % 4.22 % Finance leases 5.16 % 5.27 % 5.29 % Other Information 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 48,380 $ 43,638 $ 40,595 Operating cash flows used by finance leases $ 3,711 $ 3,912 $ 4,023 Financing cash flows used by finance leases $ 15,433 $ 14,617 $ 11,090 Leased assets obtained in exchange for new operating lease liabilities $ 66,585 $ 18,225 $ 32,860 Leased assets obtained in exchange for new finance lease liabilities $ 11,925 $ 7,755 $ 9,349 Modification to leased assets for increase in operating lease liabilities $ 37,731 $ 4,431 $ 1,215 Modification to leased assets for increase/(decrease) in finance lease liabilities $ 53 $ 18 $ ( 841 ) Termination reclasses to decrease operating lease assets $ 5,765 $ 5,702 $ ( 3,695 ) Termination reclasses to decrease operating lease liabilities $ 5,768 $ 6,063 $ ( 4,015 ) Termination reclasses to decrease finance lease assets $ 270 $ 1,429 $ ( 44 ) Termination reclasses to decrease finance lease liabilities $ 271 $ 482 $ ( 44 ) 9. Goodwill and other intangible assets Goodwill Changes in the carrying amount of goodwill by segment for the year ended December 31, 2024, are as follows: Consumer Packaging Industrial Paper Packaging All Other Total Balance as of January 1, 2024 $ 543,598 $ 506,406 $ 248,007 $ 1,298,011 Acquisitions 1,285,518 — — 1,285,518 Divestitures — — ( 16,559 ) ( 16,559 ) Foreign currency translation ( 21,145 ) ( 19,770 ) ( 398 ) ( 41,313 ) Balance as of December 31, 2024 $ 1,807,971 $ 486,636 $ 231,050 $ 2,525,657 Goodwill activity reflected under the caption “Acquisitions” relates to the December 2024 acquisition of Eviosys, and goodwill activity reflected under the caption “Divestitures” relates to the April 2024 divestiture of Protexic. See Note 4 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 2024 and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed. The Company’s assessments reflected a number of significant management assumptions and estimates including the Company’s forecast of sales growth, gross profit margins, and discount rates. Changes in these assumptions could materially impact the Company’s conclusions. Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units. Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill balances of the Plastics-Medical, Plastics-Food, and Metal Packaging reporting units are individually at risk of impairment in the near term if each reporting unit’s operation does not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for each reporting unit or in other factors such as the particular discount rates used. Both the Plastics-Medical and Plastics-Food reporting units are part of the Company’s Thermoformed and Flexibles Packaging business and are included in the pending sale of TFP to Toppan. See Notes 1 and 2 for additional information. In the case of Metal Packaging, t he lower differential between the fair value and carrying value of the reporting unit is due to the acquisition of Ball Metalpack Holding, LLC in 2022, at which time the majority of assets and liabilities acquired were recorded at fair value. The total goodwill associated with the Plastics-Medical and Plastics-Food reporting units at December 31, 2024 was $ 63,575 and $ 198,807 , respectively, and are reflected in “Non-current assets of discontinued operations” in the Company’s Consolidated Balance Sheets. The total goodwill associated with the Metal Packaging reporting unit at December 31, 2024 was $ 384,315 and is reflected in “Goodwill” in the Company’s Consolidated Balance Sheets. F-23 FORM 10-K SONOCO 2024 ANNUAL REPORT In the annual goodwill impairment analysis completed during the third quarter of 2024, projected future cash flows for the Plastics-Medical, Plastics-Food, and Metal Packaging reporting units were discounted at 11.5 %, 10.5 %, and 11.0 %, respectively, and their estimated fair values were determined to exceed their individual carrying values by approximately 18.7 %, 18.9 %, and 12.6 %, respectively. Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rates for the Plastics-Medical, Plastics-Food and Metal Packaging reporting units would have to increase to 13.8 %, 12.4 %, and 12.1 %, respectively, in order for the estimated fair values of the reporting units to fall below their carrying values. During the time subsequent to the annual evaluation, and at December 31, 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. Other intangible assets Details at December 31 are as follows: 2024 2023 Other Intangible Assets, Gross: Patents $ 28,941 $ 23,970 Customer lists 2,679,372 995,077 Trade names 38,623 27,108 Proprietary technology 226,936 48,657 Other 2,339 6,206 Total Other Intangible Assets, Gross $ 2,976,211 $ 1,101,018 Accumulated Amortization: Patents $ ( 15,955 ) $ ( 14,215 ) Customer lists ( 332,680 ) ( 328,895 ) Trade names ( 13,239 ) ( 8,327 ) Proprietary technology ( 26,203 ) ( 20,813 ) Other ( 1,436 ) ( 2,211 ) Total Accumulated Amortization $ ( 389,513 ) $ ( 374,461 ) Other Intangible Assets, Net $ 2,586,698 $ 726,557 The acquisition of Eviosys in December 2024 resulted in the addition of $ 1,967,678 of intangible assets, primarily related to customer lists. These intangibles will be amortized over an average useful life of 18.9 years. The fair values of intangible assets associated with this acquisition were determined using an income valuation approach. “Total Other Intangibles Assets, gross” and “Total Accumulated Amortization” were both reduced by $ 54,860 during the year ended December 31, 2024 as a result of the divestiture of Protexic in April 2024. These fully amortized intangible assets consisted primarily of customer lists. See Note 4 for additional information. Other intangible assets are amortized using the straight-line method over their respective useful lives when management determines 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 determines 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 on intangible assets was $ 78,595 , $ 67,323 , and $ 60,263 for the years ended December 31, 2024, 2023, and 2022, respectively. Amortization expense on other intangible assets is expected to approximate $ 173,400 in 2025, $ 171,600 in 2026, $ 170,300 in 2027, $ 169,700 in 2028 and $ 167,200 in 2029 based on intangible assets as of December 31, 2024. 10. Supply chain financing The following table sets forth the balance sheet location and rollforward of the Company’s outstanding obligations confirmed under its SCF Programs for the year ended December 31, 2024: Balance Sheet Location December 31, 2024 Confirmed obligations outstanding at the beginning of the year Payable to suppliers $ 24,779 Invoices confirmed during the year (a) (b) 96,785 Confirmed invoices paid during the year (b) ( 93,068 ) Confirmed obligations outstanding at the end of the year Payable to suppliers $ 28,496 (a) Includes $ 7,547 of obligations under SCF programs acquired in the acquisition of Eviosys on December 4, 2024. (b) The net payment of these obligations, exclusive of the $ 7,547 of obligations acquired in the acquisition of Eviosys, is included in “Net cash provided by operating activities” in the Company’s Consolidated Statements of Cash Flows. F-24 FORM 10-K SONOCO 2024 ANNUAL REPORT 11. Debt Details of the Company’s debt at December 31 were as follows: 2024 2023 364-Day term loan due December 2025 $ 1,493,568 $ — Term loan due December 2026 698,167 — Syndicated term loan due August 2028 497,674 572,025 1.80 % notes due February 2025 399,933 399,149 4.450 % notes due September 2026 496,869 — 2.25 % notes due February 2027 298,930 298,421 4.600 % notes due September 2029 594,519 — 3.125 % notes due May 2030 596,958 596,480 2.85 % notes due February 2032 496,302 495,785 5.000 % notes due September 2034 689,802 — 5.75 % notes due November 2040 536,282 536,246 Other foreign denominated debt, average rate of 6.0 % in 2024 and 8.8 % in 2023 155,048 49,418 Finance lease obligations 67,628 72,609 Other debt 18,341 16,803 Total debt $ 7,040,021 $ 3,036,936 Less: Notes payable and current portion of long-term debt ( 2,054,525 ) ( 38,934 ) Long-term debt $ 4,985,496 $ 2,998,002 On July 12, 2024, the Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent which 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 acquisition of Eviosys. The Company drew down the entire Term Loan Facility on December 2, 2024 in connection with the consummation of the Eviosys acquisition on December 4, 2024. Borrowings under the Term Loan Facility, net of any prepayments, will become payable in full on December 2, 2026 and 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 (such borrowings, “Term SOFR Loans”), (ii) a base rate, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company’s credit ratings and, in the case of Term SOFR Loans, an adjustment of 10 basis points. On September 16, 2024, the Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent which provides the Company with the ability to borrow up to $ 1,500,000 on an unsecured basis (the “ 364 -Day Term Loan Facility”) to finance a portion of the cash consideration for the Company’s acquisition of Eviosys. The Company drew down the entire 364 -Day Term Loan Facility on December 2, 2024 in connection with the consummation of the Eviosys acquisition on December 4, 2024. Borrowings under the 364 -Day Term Loan Facility, net of any prepayments, will become payable in full on December 1, 2025 and will bear interest under the same terms as the Term Loan Facility. On September 19, 2024, the Company completed a registered public offering of senior unsecured notes (the “Notes”) in a combined aggregate principal amount of $ 1,800,000 . The Notes consisted of the following: Principal Amount Issuance Costs and Discounts Net Proceeds Interest Rate Maturity 2026 Notes $ 500,000 ( 3,697 ) $ 496,303 4.450 % September 1, 2026 2029 Notes 600,000 ( 5,851 ) 594,149 4.600 % September 1, 2029 2034 Notes 700,000 ( 10,542 ) 689,458 5.000 % September 1, 2034 Total $ 1,800,000 $ ( 20,090 ) $ 1,779,910 The Company used the net proceeds from the Notes, together with the borrowings under the Term Loan Facility and 364 -Day Term Loan Facility and cash on hand to fund the cash consideration payable by the Company in connection with the Eviosys acquisition and to pay related fees and expenses. See Note 4 for more information. Included in “Other foreign denominated debt” at December 31, 2024 is $ 73,487 of transfers of certain trade receivables of Eviosys to third-party financial institutions for which the requirements to be accounted for as true sale in accordance with the guidance under ASC 860 were not met. In conjunction with the announcement of the acquisition of Eviosys, the Company entered into a commitment letter with certain financial institutions that provided for a 364 -day senior unsecured bridge term loan facility (the “Bridge Loan Facility”) on June 22, 2024 in an aggregate amount of up to $ 4,000,000 to secure funding of the acquisition. As a result of obtaining financing for the Eviosys acquisition through the Term Loan Facility, the 364 -Day Term Loan Facility, and the Notes, the Company terminated the commitments under the Bridge Loan Facility and the related commitment letter effective September 19, 2024. Fees related to the Bridge Loan Facility of $ 19,000 were amortized to interest expense during the year ended December 31, 2024. F-25 FORM 10-K SONOCO 2024 ANNUAL REPORT On August 7, 2023, the Company entered into a credit agreement with a consortium of Farm Credit System institutions and CoBank, ACB, as Administrative Agent (the “Syndicated Term Loan Agreement”). The Syndicated Term Loan Agreement provides the Company with the ability to borrow up to $ 900,000 on an unsecured basis (the “Syndicated Term Loan Facility”). A total of $ 600,000 was drawn from the Syndicated Term Loan Facility on August 7, 2023 and used to repay the syndicated term loans that were due in December 2023 and January 2025, and to make certain capital expenditures and reimburse the Company for certain capital expenditures it had made in its operation of waste disposal facilities in rural areas. An additional $ 270,000 was drawn from the Syndicated Term Loan Facility on September 8, 2023 and used to partially fund the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill (see Note 4 for more information). Borrowings under the Syndicated Term Loan Facility, net of any prepayments, will become payable in full on August 7, 2028. During the years ended December 31, 2024 and December 31, 2023 , the Company repaid $ 75,000 and $ 295,000 , respectively, of the amounts drawn under the Syndicated Term Loan Facility. Borrowings under the Syndicated Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the forward-looking SOFR term rate (“Term SOFR” and such borrowings, “Syndicated Term SOFR Loans”), (ii) a base rate set forth in the Syndicated Term Loan Agreement, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company’s credit ratings and, in the of case of Syndicated Term SOFR Loans, a SOFR Adjustment (as defined in the Syndicated Term Loan Agreement) of 0.1 %. The Company has designated its borrowings under the Syndicated Term Loan Facility as Syndicated Term SOFR Loans. The margin currently applicable to Syndicated Term SOFR Loans based on the Company’s credit ratings, together with the SOFR Adjustment, is 1.90 %. If Term SOFR ceases to be available, the benchmark rate shall switch to Daily Simple SOFR (as defined in the Syndicated Term Loan Agreement). There is no required amortization under the Syndicated Term Loan Facility, and voluntary prepayments are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Syndicated Term Loan Agreement. The Syndicated Term Loan Agreement contains various customary representations and warranties and affirmative and negative covenants, as more fully described in the Syndicated Term Loan Agreement. The Syndicated Term Loan Agreement also contains various customary events of default (subject to grace periods, as applicable) including, among others: nonpayment of principal, interest or fees; breach of covenant; payment default on, or acceleration under, certain other material indebtedness; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; inability to pay debts; certain unsatisfied judgments; certain ERISA-related events; the invalidity or unenforceability of the Syndicated Term Loan Agreement or certain other documents executed in connection therewith; and the occurrence of a change of control. 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 revolving credit facility continues to support the commercial paper program. At December 31, 2024, the Company had no commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at December 31, 2024 was $ 1,250,000 . Based on the pricing grid, the credit agreement for the revolving credit facility and Sonoco’s current credit ratings, any drawings are subject to the Term SOFR plus the 137.5 basis points margin. The principal requirements of debt maturing in the next five years are: 2025 2026 2027 2028 2029 Debt maturities by year $ 2,054,525 $ 1,218,544 $ 310,533 $ 508,115 $ 598,367 As of December 31, 2024, the Company has scheduled debt maturities through the next twelve months of $ 2,054,525 . At December 31, 2024, the Company had $ 443,060 in cash and cash equivalents on hand, including discontinued operations, and $ 1,250,000 in committed capacity available for drawdown under its revolving credit facility. The Company believes that these amounts, combined with expected net cash flows from operating activities, provide ample liquidity to cover these debt maturities and other cash flow needs of the Company over the course of the next year. On February 3, 2025, the Company repaid the 1.80 % notes due February 2025 using proceeds from the issuance of commercial paper. In addition, the Company had approximately $ 179,660 available under unused short-term lines of credit at December 31, 2024. These short-term lines of credit are available for general corporate purposes of our subsidiaries, including working capital and hedging requirements. 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 December 31, 2024, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants. 12. 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. December 31, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, net of current portion $ 4,985,496 $ 4,800,455 $ 2,998,002 $ 2,852,143 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 December 31, 2024 and 2023, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. These contracts, which have maturities ranging through December 2025, qualify as cash flow hedges under 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 F-26 FORM 10-K SONOCO 2024 ANNUAL REPORT financial instruments designated as cash flow hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. 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 December 31, 2024, there were no natural gas swaps covering anticipated natural gas usage in 2025 and aluminum swaps covering 3,546 metric tons of aluminum represented approximately 24 % of anticipated aluminum usage for 2025. The fair values of the Company’s commodity cash flow hedges netted to a gain position of $ 652 and a loss position of $( 41 ) at December 31, 2024 and December 31, 2023, respectively. The amount of t he gain included in accumulated other comprehensive loss at December 31, 2024, expected to be reclassified to the income statement during the next twelve months is $ 652 . The Company also has certain natural gas hedges that are not designated as cash flow hedges. See “Non-Designated Derivatives” below for a discussion of these hedges. 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 2025. The net positions of these contracts at December 31, 2024, were as follows (in thousands): Currency Action Quantity USD Contracts Colombian peso purchase 26,917,468 Mexican peso purchase 373,569 Polish zloty purchase 121,377 Danish krone purchase 161,128 Swedish krona sell ( 6,709 ) Czech koruna purchase 110,834 Canadian dollar purchase 11,045 Euro purchase 3,499 Turkish lira purchase 104,546 British pound sell ( 5,388 ) Euro Contracts Euro purchase 40,670 British pound purchase 30,724 Thai baht purchase 620,976 Hungarian forint sell ( 5,560,396 ) The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a loss position of $( 1,841 ) at December 31, 2024, and a gain position of $ 1,502 at December 31, 2023. The amount of the loss expected to be reclassified from accumulated other comprehensive loss to the income statement during the next twelve months is $( 1,841 ). 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 in April 2024 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. In December 2024, the Company entered into additional cross-currency swap agreements with a total notional amount of $ 1,500,000 , including $ 500,000 maturing on September 1, 2026, $ 500,000 maturing on September 1, 2029, and $ 500,000 maturing on May 1, 2030. The swaps 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 at the prevailing market rate at execution. The new swap agreements share the same risk management objective as the Company’s previously existing 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 and the related excluded components 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 was a gain position of $ 11,919 and a loss position of $( 5,073 ) at December 31, 2024 and December 31, 2023, respectively. Foreign currency translation gain of $ 8,880 (net of income taxes of $ 3,039 ) and loss of $ 3,779 (net of income taxes of $ 1,294 ) were reported as components of “Accumulated other comprehensive loss” within “Foreign currency items” at December 31, 2024 and December 31, 2023, respectively. F-27 FORM 10-K SONOCO 2024 ANNUAL REPORT Non-Designated Derivatives The Company routinely enters into other derivative contracts which are not designated for hedge accounting treatment under ASC 815, “Derivatives and Hedging.” As such, changes in fair value of these non-designated derivatives are recorded directly to income and expense in the periods that they occur. Foreign Currency Hedges The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. The net currency positions of these non-designated contracts at December 31, 2024, were as follows (in thousands): Currency Action Quantity USD Contracts Colombian peso purchase 66,306,243 Indonesian rupiah purchase 20,247,238 Mexican peso purchase 339,381 Turkish lira purchase 7,875 Canadian dollar purchase 7,262 Euro Contracts British pound purchase 74,214 Polish zloty purchase 34,451 Thai Baht purchase 410,488 Commodity Hedges The Company has entered into non-designated derivative contracts to manage the cost of anticipated purchases of natural gas. At December 31, 2024, these contracts consisted of natural gas swaps covering approximately 5.2 million metric million British thermal units (“MMBTUs”) representing approximately 75.5 % of anticipated usage in North America for 2025. Interest Rate Hedges In anticipation of the offering of the Notes (see Note 11 for additional information), the Company entered into treasury lock derivative instruments with eleven banks, with a total notional principal amount of $ 900,000 , on August 29, 2024. These instruments had the risk management objective of reducing the Company’s exposure to increases in the underlying Treasury index up to the date of pricing of the Notes. The derivatives were settled when the Notes priced on September 17, 2024, with the Company recognizing a loss on the settlement of $( 11,088 ). The loss is included in “Interest expense” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024. The fair value of the Company’s non-designated derivatives position was a loss of $( 2,694 ) and $( 6,790 ) at December 31, 2024 and December 31, 2023, respectively. The following table sets forth the location and fair values of the Company’s derivative instruments at December 31, 2024 and December 31, 2023: Fair Value at December 31 Description Balance Sheet Location 2024 2023 Derivatives designated as hedging instruments: Commodity Contracts Prepaid expenses $ 671 $ 67 Commodity Contracts Accrued expenses and other ( 19 ) ( 108 ) Foreign Exchange Contracts Prepaid expenses 2,068 2,525 Foreign Exchange Contracts Accrued expenses and other ( 3,909 ) ( 1,024 ) Net investment hedge Prepaid expenses 26,833 5,567 Net investment hedge Other Assets 1,845 — Net investment hedge Other liabilities ( 16,759 ) ( 10,640 ) Derivatives not designated as hedging instruments: Commodity Contracts Prepaid expenses $ 961 $ 12 Commodity Contracts Accrued expenses and other ( 574 ) ( 6,782 ) Foreign Exchange Contracts Prepaid expenses ( 59 ) 130 Foreign Exchange Contracts Accrued expenses and other ( 3,022 ) ( 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. F-28 FORM 10-K SONOCO 2024 ANNUAL REPORT The following tables set forth the effect of the Company’s derivative instruments on financial performance for the year ended December 31, 2024 and December 31, 2023, excluding the gains or losses on foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures: Description Amount of Gain or (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: Year Ended December 31, 2024 Foreign Exchange Contracts $ ( 4,994 ) Net sales $ ( 1,174 ) Cost of sales $ ( 253 ) Commodity Contracts $ 665 Cost of sales $ ( 28 ) Year Ended December 31, 2023 Foreign Exchange Contracts $ 8,982 Net sales $ 10,860 Cost of sales $ ( 3,728 ) Commodity Contracts $ 99 Cost of sales $ ( 32 ) Description Gain or (Loss) Recognized Location of Gain or (Loss) Recognized in Income Statement Derivatives not Designated as Hedging Instruments: Year Ended December 31, 2024 Commodity Contracts $ ( 2,976 ) Cost of Sales Foreign Exchange Contracts $ ( 8,168 ) Selling, general and administrative Year Ended December 31, 2023 Commodity Contracts $ ( 19,087 ) Cost of sales Foreign Exchange Contracts $ 7,560 Selling, general and administrative Year Ended December 31, 2024 Year Ended December 31, 2023 Description Net Sales Cost of Sales Net Sales Cost of Sales Total amount of income and expense line items presented in the Consolidated Statements of Income $ ( 1,174 ) $ ( 281 ) $ 10,860 $ ( 3,760 ) Gain or (loss) on cash flow hedging relationships: Foreign exchange contracts: Amount of gain or (loss) reclassified from accumulated other comprehensive income into net income $ ( 1,174 ) $ ( 253 ) $ 10,860 $ ( 3,728 ) Commodity contract: Amount of gain or (loss) reclassified from accumulated other comprehensive income into net income $ — $ ( 28 ) $ — $ ( 32 ) F-29 FORM 10-K SONOCO 2024 ANNUAL REPORT 13. 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 (“NAV”) per share are not required to be categorized within the fair value hierarchy. The following tables set forth information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis: Description December 31, 2024 Assets measured at NAV (f) Level 1 Level 2 Level 3 Hedge derivatives, net: Commodity contracts $ 652 $ — $ — $ 652 $ — Foreign exchange contracts ( 1,841 ) — — ( 1,841 ) — Net investment hedge 11,919 — — 11,919 — Non-hedge derivatives, net: Commodity contracts 387 — — 387 — Foreign exchange contracts ( 3,081 ) — — ( 3,081 ) — Postretirement benefit plan assets: Common Collective(a) 13,259 13,259 — — — Mutual funds(b) 43,059 — — 43,059 — Fixed income securities(c) 235,952 62,458 — 173,494 — Short-term investments(d) 3,493 — — 3,493 — Real estate funds(e) 480 480 — — — Cash and accrued income 7,757 — 7,757 — — Total postretirement benefit plan assets $ 304,000 $ 76,197 $ 7,757 $ 220,046 $ — Description December 31, 2023 Assets measured at NAV (f) 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 ) — Postretirement benefit plan assets: Common Collective(a) 12,958 12,958 — — — Mutual funds(b) 45,931 — — 45,931 — Fixed income securities(c) 242,702 63,849 — 178,853 — Short-term investments(d) 4,175 — — 4,175 — Real estate funds(e) 400 400 — — — Cash and accrued income 2,634 — 2,634 — — Total postretirement benefit plan assets $ 308,800 $ 77,207 $ 2,634 $ 228,959 $ — a. Common collective trust investments consist of domestic and international large and mid capitalization equities, including emerging markets and funds invested in both short-term and long-term bonds. Underlying investments are generally valued at closing prices from national exchanges. Commingled funds, private securities, and limited partnerships are valued at unit values or NAVs provided by the investment managers. b. Mutual fund investments are comprised of equity securities of corporations with large capitalizations and also include funds invested in corporate equities in international and emerging markets and funds invested in long-term bonds, which are valued at closing prices from national exchanges. c. Fixed income securities include funds that invest primarily in government securities and long-term bonds. Underlying investments are generally valued at closing prices from national exchanges, fixed income pricing models, and independent financial analysts. Fixed income commingled funds are valued at unit values provided by the investment managers. d. Short-term investments include several money market funds used for managing overall liquidity. Underlying investments are generally valued at closing prices from national exchanges. Commingled funds are valued at unit values provided by the investment managers. e. Includes investments in real estate funds (including office, industrial, residential and retail). Underlying real estate securities are generally valued at closing prices from national exchanges. F-30 FORM 10-K SONOCO 2024 ANNUAL REPORT f. Certain assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The Company’s pension plan assets comprise more than 96 % of its total postretirement benefit plan assets. Accordingly, the assets of the Company’s various pension plans and retiree health and life insurance plans are not shown separately, but are combined in the tables above. Postretirement benefit plan assets are netted against postretirement benefit obligations to determine the funded status of each plan. The funded status is recognized in the Company’s Consolidated Balance Sheets as shown in Note 15. As discussed i n Note 12, 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 years ended December 31, 2024 or 2023. 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 Level 2 inputs based on privately negotiated transactions with the nonaffiliated company. The total investment in preferred stock of $ 21,212 is included in “Other assets” in the Company’s Consolidated Balance Sheet as of December 31, 2024. For additional fair value information on the Company’s financial instruments, see Note 12. 14. Share-based compensation plans The Company provides share-based compensation to certain employees and non-employee directors in the form of RSUs, PCSUs, and other share-based awards. Beginning in 2024, share-based awards were issued pursuant to the Sonoco Products Company 2024 Omnibus Incentive Plan (the “2024 Plan”), which became effective upon approval by the shareholders on April 17, 2024. Awards issued from 2019 through 2023 were issued pursuant to the Sonoco Products Company 2019 Omnibus Incentive Plan (the “2019 Plan”). A total of 2,900,000 shares of common stock are reserved for awards granted under the 2024 Plan. As of the April 17, 2024 effective date, the 2024 Plan superseded the 2019 Plan and became the only plan under which equity-based compensation may be awarded to employees and non-employee directors. However, any awards under any of the prior plans that were outstanding on the effective date of the 2024 Plan remain subject to the terms and conditions, and continue to be governed, by such prior plans. Awards issued between January 1 and April 16, 2024 were effectively issued under the 2024 Plan when such awards were transferred over to be applied against the 2024 Plan’s reserve. Share reserve reductions for restricted and performance-based stock awards and stock appreciation rights originally granted under the 2019 Plan were weighted equally on a one-for-one basis in accordance with the shareholder-approved conversion formula included within the 2024 Plan. Share awards granted under all previous plans which are forfeited, expire or are canceled without delivery of shares, or which result in forfeiture of shares back to the Company, will be added back to the total shares available under the 2024 Plan. Shares of the Company’s common stock repurchased to satisfy employee tax withholding obligations in association with the exercise of RSUs and PCSUs, but not stock appreciation rights (“SARs”), will also be added back to the total shares available under the 2024 Plan. At December 31, 2024, a total of 2,224,042 shares remain available for future grant under the 2024 Plan. The Company issues new shares for stock unit conversions and stock appreciation right exercises. Accounting for share-based compensation Total compensation cost for share-based payment arrangements was $ 26,948 , $ 24,738 and $ 28,302 , for 2024, 2023 and 2022, respectively. The related tax benefit recognized in net income was $ 6,852 , $ 6,162 , and $ 7,231 , for the same years, respectively. Share-based compensation expense is included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. The Company accounts for forfeitures of its share-based payment arrangements as they occur. An “excess” tax benefit is created when the tax deduction for an exercised stock appreciation right or converted stock unit exceeds the compensation cost that has been recognized in income. The additional net excess tax benefit realized was $ 257 , $ 978 and $ 1,367 for 2024, 2023 and 2022, respectively. Restricted Stock Units The Company grants awards of RSUs to executive officers and certain key management employees annually on a discretionary basis. These awards vest over a three-year period with one-third vesting on each anniversary date of the grant. The expense for these RSUs is recognized following the graded-vesting method, which results in front-loaded expense being recognized during the early years of the required service period. For grants awarded prior to 2021, participants must be actively employed by the Company on the vesting date for shares to be issued, except in the event of the participant’s death, disability, or involuntary (or good reason) termination within two years of a change in control prior to full vesting, in which case shares will immediately vest. For awards granted since 2020, in the event of the participant’s death, disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the participant’s employment or service ceases. Once vested, these awards do not expire. The Company from time to time grants special RSUs to certain of its executive officers and directors. These awards normally vest over a five-year period with one-third vesting on each of the third, fourth and fifth anniversaries of the grant, but in some circumstances may vest over a shorter period, or cliff vest at the end of the five-year period. Normally a participant must be actively employed by, or serving as a director of, the Company on the vesting date for shares to be issued, but the Company may make other arrangements in connection with termination of employment prior to the vesting date. Officers and directors can elect to defer receipt of RSUs, which will be issued in shares of Sonoco common stock in installments beginning no earlier than six months following separation from the Company or the Board of Directors (the “Board”), respectively. Key management employees are required to take receipt of the stock issued upon the vest date. The weighted-average grant-date fair value of RSUs granted was $ 52.41 , $ 56.87 and $ 53.55 per share in 2024, 2023 and 2022, respectively. The fair value of shares vesting during the year was $ 13,190 , $ 10,320 , and $ 6,243 for 2024, 2023 and 2022, respectively. Non-cash stock-based compensation associated with restricted stock grants totaled $ 14,748 , $ 12,888 and $ 9,320 for 2024, 2023 and 2022, respectively. As of December 31, 2024, there was $ 11,657 of total unrecognized compensation cost related to nonvested RSUs. This cost is expected to be recognized over a weighted-average period of 24 months. F-31 FORM 10-K SONOCO 2024 ANNUAL REPORT The activity related to RSUs for the year ended December 31, 2024 is as follows: Nonvested Vested Total Average Grant Date Fair Value Per Share Outstanding, December 31, 2023 593,445 68,815 662,260 $ 54.71 Granted 383,708 — 383,708 $ 52.41 Vested ( 234,610 ) 234,610 — Converted ( 231,157 ) ( 231,157 ) $ 55.27 Cancelled ( 62,103 ) — ( 62,103 ) $ 54.06 Dividend equivalents 1,176 3,312 4,488 $ 55.42 Outstanding, December 31, 2024 681,616 75,580 757,196 $ 53.43 Performance Contingent Restricted Stock Units The Company grants PCSUs annually on a discretionary basis to executive officers and certain key management employees. The ultimate number of PCSUs awarded is dependent upon the degree to which performance, relative to defined targets related to earnings and return on invested capital is achieved over a three-year performance cycle and for the 2024 and 2023 PCSU grants only, a modifier for total stock return performance. The Company estimates the fair value of its 2024 and 2023 PCSUs based upon the Company’s stock price on the dates of grant and an estimate of the Company’s payout modifier based upon the projected total stock return performance relative to its peer group companies. The comparative market indices for the awards that vest based on total stock return to shareholders are the S&P Composite 1500 Materials Index. If the Company’s actual total stock return for the three-year measurement period is determined to be between the 25th and 75th percentile relative to its peers, no additional modifier is triggered for the particular PCSU grant upon vesting. If the Company’s total stock return for the three-year measurement period is determined to be above the 75th percentile, the modifier adds 20 % to the award’s vested share payout for total stock return performance in the top quartile, and if the Company’s return falls below the 25th percentile relative to its peers, the modifier reduces the award’s share payout by 20 % for performance in the bottom quartile. PCSUs granted vest at the end of the three-year performance period if the respective performance targets are met. No units will be awarded if the performance targets are not met. Upon vesting, PCSUs are convertible into common shares on a one-for-one basis. Officers can elect to defer receipt of PCSUs, which will be issued in shares of Sonoco common stock in installments beginning no earlier than six months following separation from the Company. Key management employees are required to take receipt of the stock issued upon the vest date. Except in the event of the participant’s death, disability, or retirement, if a participant is not employed by the Company at the end of the performance period, no PCSUs will vest. However, in the event of the participant’s death, disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the participant’s employment or service ceases. In the event of a change in control, as defined under the 2024 Plan, all unvested PCSUs will vest at target on a pro rata basis if the change in control occurs during the three-year performance period. The activity related to PCSUs for the year ended December 31, 2024 is as follows: Nonvested Vested Total Average Grant Date Fair Value per Share Outstanding, December 31, 2023 418,403 236,492 654,895 $ 53.51 Granted 253,176 — 253,176 $ 50.54 Performance adjustments ( 21,184 ) — ( 21,184 ) $ 41.05 Vested ( 330,888 ) 330,888 — Converted — ( 217,966 ) ( 217,966 ) $ 55.48 Cancelled ( 35,832 ) — ( 35,832 ) $ 52.32 Dividend equivalents — 667 667 $ 55.40 Outstanding, December 31, 2024 283,675 350,081 633,756 $ 52.13 2024 PCSU. As of December 31, 2024, the 2024 PCSUs to be awarded are estimated to range from 0 to 517,066 units, including the 20 % total stock return modifier, and are tied to the three-year performance period ending December 31, 2026. 2023 PCSU. As of December 31, 2023 , the 2023 PCSUs to be awarded are estimated to range from 0 to 410,100 units, including the 20 % total stock return modifier, and are tied to the three-year performance period ending December 31, 2025. 2022 PCSU. The performance cycle for the 2022 PCSUs was completed on December 31, 2024. Outstanding stock units of 330,888 units were determined to have been earned. The fair value of these units was $ 16,164 as of December 31, 2024. 2021 PCSU. The performance cycle for the 2021 PCSUs was completed on December 31, 2023. Outstanding stock units of 225,530 units were determined to have been earned. The fair value of these units was $ 12,600 as of December 31, 2023. 2020 PCSU. The performance cycle for the 2020 PCSUs was completed on December 31, 2022. Outstanding stock units of 280,881 units were determined to have been earned. The fair value of these units was $ 17,052 as of December 31, 2022. The weighted-average grant-date fair value of PCSUs granted was $ 50.54 , $ 55.04 , and $ 51.94 per share in 2024, 2023 and 2022, respectively. Non-cash stock-based compensation associated with PCSUs totaled $ 10,176 , $ 9,826 and $ 16,686 for 2024, 2023 and 2022, respectively. As of December 31, 2024, there was approximately $ 7,873 of total unrecognized compensation cost related to nonvested PCSUs. This cost is expected to be recognized over a weighted-average period of 21 months. F-32 FORM 10-K SONOCO 2024 ANNUAL REPORT Deferred compensation plans Certain officers of the Company receive a portion of their compensation, either current or deferred, in the form of stock equivalent units. Units are granted as of the day the cash compensation would have otherwise been paid using the closing price of the Company’s common stock on that day. Deferrals into stock equivalent units are converted into phantom stock equivalents as if Sonoco shares were actually purchased. The units immediately vest and earn dividend equivalents. Units are distributed in the form of common stock upon retirement over a period elected by the employee. Non-employee directors may elect to defer a portion of their cash retainer or other fees (except chair retainers) into phantom stock equivalent units as if Sonoco shares were actually purchased. The deferred stock equivalent units accrue dividend equivalents, and are issued in shares of Sonoco common stock beginning six months following termination of Board service. Directors must elect to receive these deferred distributions in one , three or five annual installments. The activity related to deferred compensation for equity award units granted to both employees and non-employee directors combined is as follows: Total Outstanding, December 31, 2023 324,602 Deferred 34,113 Converted ( 8,541 ) Dividend equivalents 11,249 Outstanding, December 31, 2024 361,423 Compensation deferrals for employees and directors, all of which will be settled in Company stock after retirement, totaled $ 2,024 , $ 2,024 , and $ 2,256 , during 2024, 2023, and 2022, respectively. Stock appreciation rights Through 2019, the Company granted SARs annually on a discretionary basis to key employees. These SARs had an exercise price equal to the closing market price on the date of the grant and can be settled only in stock. All outstanding SARs are vested as of December 31, 2024. The weighted average remaining contractual life for both outstanding and exercisable SARs at December 31, 2024 was 4.2 years. Noncash stock-based compensation expense associated with SARs totaled $ 0 for 2024 and 2023 and $ 40 for 2022. As of December 31, 2024, there is no unrecognized compensation cost remaining. The activity related to the Company’s SARs for the year ended December 31, 2024 is as follows: Nonvested Vested Total Weighted- average Exercise Price Outstanding, December 31, 2023 — 729,515 729,515 $ 55.13 Vested — — — $ — Granted — — — $ — Exercised — ( 47,180 ) ( 47,180 ) $ 47.28 Forfeited/Expired — ( 18,931 ) ( 18,931 ) $ 57.41 Outstanding, December 31, 2024 — 663,404 663,404 $ 55.62 Exercisable, December 31, 2024 — 663,404 663,404 $ 55.62 The aggregate intrinsic value of SARS exercised during 2024, 2023, and 2022 was $ 74 , $ 158 , and $ 582 , respectively. The aggregate intrinsic value for both outstanding and exercisable SARs was $ 376 at December 31, 2024 using the fair market value of the Company’s stock on that date of $ 48.85 per share. F-33 FORM 10-K SONOCO 2024 ANNUAL REPORT 15. 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, 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. For further information regarding the Eviosys pension plan that was acquired in 2024, see the Eviosys acquisition section below. The components of net periodic benefit cost/(income) include the following: 2024 2023 2022 Retirement Plans Service cost $ 3,456 $ 2,878 $ 3,266 Interest cost 19,097 18,101 10,562 Expected return on plan assets ( 11,133 ) ( 9,451 ) ( 10,302 ) Amortization of prior service cost 864 926 913 Amortization of net actuarial loss 4,472 4,300 6,240 Effect of settlement loss 530 1,010 479 Effect of curtailment loss — — 43 Net periodic benefit cost $ 17,286 $ 17,764 $ 11,201 Retiree Health and Life Insurance Plans Service cost $ 178 $ 230 $ 320 Interest cost 919 507 258 Expected return on plan assets ( 392 ) ( 313 ) ( 439 ) Amortization of prior service credit 385 — — Amortization of net actuarial gain ( 899 ) ( 768 ) ( 681 ) Net periodic benefit cost/(income) $ 191 $ ( 344 ) $ ( 542 ) The following tables set forth the Plans’ obligations and assets at December 31: Retirement Plans Retiree Health and Life Insurance Plans 2024 2023 2024 2023 Change in Benefit Obligation Benefit obligation at January 1 $ 413,340 $ 352,767 $ 22,571 $ 11,244 Service cost 3,456 2,878 178 230 Interest cost 19,097 18,101 919 507 Plan participant contributions 31 60 — — Plan amendments 615 306 — 11,637 Actuarial (gain)/loss ( 18,935 ) 15,663 ( 2,389 ) ( 266 ) Benefits paid ( 28,263 ) ( 26,703 ) ( 1,418 ) ( 788 ) Impact of foreign exchange rates ( 8,926 ) 8,707 ( 29 ) 7 Effect of settlements ( 2,218 ) ( 2,373 ) — — Effect of curtailments — — — — Acquisitions 74,078 43,934 — — Benefit obligation at December 31 $ 452,275 $ 413,340 $ 19,832 $ 22,571 F-34 FORM 10-K SONOCO 2024 ANNUAL REPORT F-35 FORM 10-K SONOCO 2024 ANNUAL REPORT Retirement Plans Retiree Health and Life Insurance Plans 2024 2023 2024 2023 Change in Plan Assets Fair value of plan assets at January 1 $ 295,587 $ 253,125 $ 13,213 $ 12,750 Actual return on plan assets ( 5,203 ) 15,968 535 553 Company contributions 18,798 13,908 835 754 Plan participant contributions 77 60 — — Benefits paid ( 28,263 ) ( 26,703 ) ( 1,360 ) ( 788 ) Impact of foreign exchange rates ( 7,200 ) 10,388 — — Effect of settlements ( 2,218 ) ( 2,373 ) — — Expenses paid ( 1,976 ) ( 1,108 ) ( 48 ) ( 56 ) Acquisitions 21,223 32,322 — — Fair value of plan assets at December 31 $ 290,825 $ 295,587 $ 13,175 $ 13,213 Funded status of the Plans $ ( 161,450 ) $ ( 117,753 ) $ ( 6,657 ) $ ( 9,358 ) Retirement Plans Retiree Health and Life Insurance Plans 2024 2023 2024 2023 Total Recognized Amounts in the Consolidated Balance Sheets Noncurrent assets $ 24,919 $ 26,599 $ — $ — Current liabilities ( 11,382 ) ( 9,797 ) ( 817 ) ( 1801 ) Noncurrent liabilities ( 174,987 ) ( 134,555 ) ( 5,840 ) ( 7,557 ) Net (liability) $ ( 161,450 ) $ ( 117,753 ) $ ( 6,657 ) $ ( 9,358 ) Items not yet recognized as a pre-tax component of net periodic benefit cost that are included in Accumulated Other Comprehensive Loss as of December 31, 2024 and 2023, are as follows: Retirement Plans Retiree Health and Life Insurance Plans 2024 2023 2024 2023 Net actuarial loss/(gain) $ 109,718 $ 114,957 $ ( 7,706 ) $ ( 6,120 ) Prior service cost 5,020 5,557 11,251 11,637 $ 114,738 $ 120,514 $ 3,545 $ 5,517 The pre-tax amounts recognized in Other Comprehensive Loss/(Income) include the following: Retirement Plans Retiree Health and Life Insurance Plans 2024 2023 2022 2024 2023 2022 Adjustments arising during the period: Net actuarial (gain)/loss $ ( 238 ) $ 10,709 $ 4,839 $ ( 2,485 ) $ ( 451 ) $ ( 761 ) Prior service cost 327 430 678 — 11,637 — Net settlements/curtailments ( 530 ) ( 1,010 ) ( 522 ) — — — Amortization recognized during the period: Net actuarial (loss)/gain ( 4,472 ) ( 4,300 ) ( 6,240 ) 899 768 681 Prior service cost ( 864 ) ( 926 ) ( 913 ) ( 385 ) — — Total recognized in other comprehensive (income)/loss $ ( 5,777 ) $ 4,903 $ ( 2,158 ) $ ( 1,971 ) $ 11,954 $ ( 80 ) Total recognized in net periodic benefit cost and other comprehensive loss/(income) $ 11,509 $ 22,707 $ 9,081 $ ( 1,780 ) $ 11,610 $ ( 622 ) The accumulated benefit obligation (“ABO”) for all defined benefit plans was $ 440,126 and $ 404,648 at December 31, 2024 and 2023, respectively. The projected benefit obligation (“PBO”), ABO and fair value of plan assets for pension plans with ABOs in excess of plan assets were, $ 279,472 , $ 270,720 and $ 94,384 , respectively, as of December 31, 2024, and $ 229,397 , $ 224,045 and $ 84,929 , respectively, as of December 31, 2023. Eviosys acquisition On December 4, 2024, the Company completed the acquisition of Eviosys, which included the assumption of several defined benefit plans (the “Eviosys Plans”), including non-contributory defined benefit pension plans for certain of its employees, primarily in Germany, France, Italy, Switzerland, Spain, and Ireland. The Company determined the acquisition-date fair values of the PBO and plan assets of the Eviosys Plans to be $ 74,051 and $ 21,223 , respectively, resulting in a long-term and short-term unfunded pension obligations of $ 51,849 and $ 979 , respectively. The net periodic benefit costs for the Eviosys Plans were not material to Sonoco for the year ended December 31, 2024. F-36 FORM 10-K SONOCO 2024 ANNUAL REPORT RTS Packaging defined benefit plan On September 8, 2023, the Company completed the acquisition of the remaining 65 % ownership interest of the RTS Packaging joint venture, which included the assumption of the RTS Packaging Pension Plan (the “RTS Plan”). At the time of the acquisition, the RTS Plan had a PBO of $ 43,934 and plan assets of $ 32,322 , resulting in long-term and short term unfunded pension obligations of $ 11,529 and $ 83 , respectively. Since the formation of the original joint venture, the Company had recognized its 35 % share of actuarial gains and losses related to the RTS Plan in “Accumulated other comprehensive loss.” Upon the acquisition of the remaining 65 % interest in RTS Packaging, a pre-tax loss of $ 4,756 ($ 3,543 after tax) was reclassified out of “Accumulated other comprehensive loss” into earnings. The pre-tax loss is reflected in “Other (expenses)/ income, net” in the Company’s Consolidated Statements of Income for the year ended December 31, 2023. Plan termination, settlements, changes and amendments The Company amended its U.S. Retiree Health and Life Insurance Plan in 2023 to expand the eligibility requirements for certain non-union hourly employees. The amendment resulted in an increase in both the accumulated postretirement benefit obligation and prior service cost component of accumulated other comprehensive loss of $ 11,637 . The service cost is being amortized over the average life expectancy of the plan participants beginning in 2024. The Company recognized settlement charges totaling $ 530 and $ 1,010 in 2024 and 2023, respectively. Settlements in both years resulted from payments made to certain participants in the Company’s non-union Canadian pension plan who elected a lump sum distribution option upon retirement. Settlements in 2023 also included payments associated with the termination of a pension plan in Taiwan. Projected benefit payments The following table sets forth the Company’s projected benefit payments for the next ten years: Year Retirement Plans Retiree Health and Life Insurance Plans 2025 $ 33,734 $ 1,642 2026 $ 34,132 $ 1,790 2027 $ 34,027 $ 1,709 2028 $ 35,391 $ 1,956 2029 $ 34,788 $ 1,829 2030-2034 $ 184,106 $ 8,773 Assumptions The following tables set forth the major actuarial assumptions used in determining the benefit obligation and net periodic benefit cost: Weighted-average assumptions used to determine benefit obligations at December 31 U.S. Retirement Plans U.S. Retiree Health and Life Insurance Plans Foreign Plans Discount Rate 2024 5.52 % 5.32 % 6.52 % 2023 4.84 % 4.68 % 4.79 % Rate of Compensation Increase 2024 — % 3.02 % 3.59 % 2023 — % 3.03 % 3.11 % Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31 U.S. Retirement Plans U.S. Retiree Health and Life Insurance Plans Foreign Plans Discount Rate 2024 4.84 % 4.68 % 4.79 % 2023 5.01 % 4.92 % 4.97 % 2022 2.77 % 2.48 % 2.22 % Expected Long-term Rate of Return 2024 3.08 % 3.05 % 4.36 % 2023 2.48 % 2.45 % 4.70 % 2022 3.27 % 3.18 % 3.00 % Rate of Compensation Increase 2024 — % 3.03 % 3.11 % 2023 — % 2.99 % 3.29 % 2022 — % 3.01 % 3.21 % The Company adjusts its discount rates at the end of each fiscal year based on yield curves of high-quality debt instruments over durations that match the expected benefit payouts of each plan. The expected long-term rate of return assumption is based on the Company’s current and expected future portfolio mix by asset class, and expected nominal returns of these asset classes using an economic “building block” approach. Expectations for inflation and real interest rates are developed and various risk premiums are assigned to each asset class based primarily on F-37 FORM 10-K SONOCO 2024 ANNUAL REPORT historical performance. The assumed rate of compensation increase reflects historical experience and management’s expectations regarding future salary and incentive increases. Medical trends The U.S. Retiree Health and Life Insurance Plan makes up approximately 90 % of the Retiree Health liability. Therefore, the following information relates to the U.S. plan only. Healthcare Cost Trend Rate Pre-age 65 Post-age 65 2024 6.17 % 7.28 % 2023 6.25 % 7.25 % Ultimate Trend Rate Pre-age 65 Post-age 65 2024 4.50 % 4.50 % 2023 4.50 % 4.50 % Year at which the Rate Reaches the Ultimate Trend Rate Pre-age 65 Post-age 65 2024 2035 2035 2023 2033 2033 Based on amendments to the U.S. plan approved in 1999, which became effective in 2003, cost increases borne by the Company are limited to the Urban CPI, as defined. Retirement plan assets The assets of the U.S., RTS Plan, U.K., and Canadian defined benefit plans comprise approximately 82 % of the total postretirement benefit plan assets. Therefore, the following disclosures relate only to the assets of these plans. The following table sets forth the weighted-average asset allocations of the Company’s retirement plans at 2024 and 2023, by asset category. Asset Category U.S. RTS U.K. Canada Equity securities 2024 19.5 % 22.2 % 21.0 % 31.4 % 2023 22.2 % 18.6 % 20.0 % 29.4 % Debt securities 2024 78.0 % 77.8 % 77.1 % 68.6 % 2023 76.6 % 81.2 % 79.1 % 70.6 % Cash and short-term investments 2024 2.5 % — % 1.9 % — % 2023 1.2 % 0.2 % .9 % — % Total 2024 100.0 % 100.0 % 100.0 % 100.0 % 2023 100.0 % 100.0 % 100.0 % 100.0 % The Company employs a total-return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a desired level of risk. Alternative assets such as real estate funds, private equity funds and hedge funds may also be used to enhance expected long-term returns while improving portfolio diversification. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through periodic investment portfolio reviews and periodic asset/liability studies. U.S. defined benefit plans The Company has adopted investment guidelines for the Active Plan based on asset/liability studies. These guidelines established a dynamic derisking framework for shifting the allocation of assets to long-duration domestic fixed income from equity and other asset categories, as the relative funding ratio of the plan increased over time. The current target allocation (midpoint) for the Active Plan investment portfolio is: Equity Securities - 20 % and Debt Securities – 80 %. RTS defined benefit plan The Company has adopted similar investment guidelines for the RTS Plan as it has for its U.S. Active Plan assets. The current target allocation (midpoint) for the RTS Plan investment portfolio is: Equity Securities – 20 % and Debt Securities – 80 %. United Kingdom defined benefit plan The equity investments consist of direct ownership and funds and are diversified among U.K. and international stocks of small and large capitalization. The current target allocation (midpoint) for the investment portfolio is: Equity Securities – 20 % and Debt Securities – 80 %. Canada defined benefit plan The equity investments consist of direct ownership and funds and are diversified among Canadian and international stocks of primarily large capitalizations and short to intermediate duration corporate and government bonds. The current target allocation (midpoint) for the investment portfolio is 30 % Equity Securities and 70 % Debt Securities. F-38 FORM 10-K SONOCO 2024 ANNUAL REPORT Retiree health and life insurance plan assets The following table sets forth the weighted-average asset allocations by asset category of the Company’s retiree health and life insurance plan. Asset Category 2024 2023 Equity securities — % — % Debt securities 100.0 % 100.0 % Cash — % — % Total 100.0 % 100.0 % Contributions Based on current actuarial estimates, the Company anticipates that contributions to its defined benefit plans will be approximately $ 21,900 in 2025. No assurances can be made about funding requirements beyond 2025, however, as they will depend largely on actual investment returns and future actuarial assumptions, legislative actions, and changes to the Company’s benefit offerings. Sonoco Retirement and Savings Plan The Sonoco Retirement and Savings Plan is a defined contribution retirement plan provided for certain of the Company’s U.S. employees. Through December 31, 2021, the plan was comprised of both an elective and non-elective component. The elective component of the plan, which is designed to meet the requirements of section 401(k) of the Internal Revenue Code, allows participants to set aside a portion of their wages and salaries for retirement and encourages saving by matching a portion of their contributions with contributions from the Company. The plan provides for participant contributions of 1 % to 100 % of gross pay. Effective December 31, 2021, the Company’s 401(k) matching contribution was increased to 100 % of the first 6 % of pretax and/or Roth compensation contributed by the participant. Prior to this, the Company had matched 50 % on the first 4 % of such participant contributions. Participants are immediately fully vested in these matching contributions. The Company’s expenses related to the plan for 2024, 2023, and 2022 were approximately $ 33,700 , $ 30,684 and $ 29,347 , respectively. The non-elective component of the plan, the Sonoco Retirement Contribution (“SRC”), was eliminated effective December 31, 2021 and the benefit replaced by the higher 401(k) matching contribution discussed above. The final cash contribution to the SRC, totaling $ 21,948 , was made in March 2022 for the preceding year. Other plans The Company also provides retirement and postretirement benefits to certain other non-U.S. employees through various Company-sponsored and local government sponsored defined contribution arrangements. For the most part, the liabilities related to these arrangements are funded in the period they arise. The Company’s expenses for these plans were not material for all years presented. 16. Income taxes The provision for taxes on income for the years ended December 31 consists of the following: 2024 2023 2022 Pretax income Domestic $ ( 35,733 ) $ 280,916 $ 257,189 Foreign 99,219 208,111 202,745 Total pretax income $ 63,486 $ 489,027 $ 459,934 Current Federal $ 3,693 $ 54,319 $ 34,157 State 1,916 11,282 10,391 Foreign 57,034 63,617 61,228 Total current $ 62,643 $ 129,218 $ 105,776 Deferred Federal $ ( 34,828 ) $ ( 3,307 ) $ ( 1,884 ) State ( 9,837 ) ( 1,646 ) ( 3,563 ) Foreign ( 12,469 ) ( 4,535 ) ( 4,598 ) Total deferred $ ( 57,134 ) $ ( 9,488 ) $ ( 10,045 ) Total taxes $ 5,509 $ 119,730 $ 95,731 F-39 FORM 10-K SONOCO 2024 ANNUAL REPORT Deferred tax (liabilities)/assets are comprised of the following at December 31: 2024 2023 Property, plant and equipment $ ( 266,278 ) $ ( 137,880 ) Intangibles ( 545,330 ) ( 119,225 ) Leases ( 76,225 ) ( 48,832 ) Outside basis in Metal Packaging ( 68,649 ) ( 68,867 ) Gross deferred tax liabilities $ ( 956,482 ) $ ( 374,804 ) Retiree health benefits $ 245 $ 513 Foreign loss carryforwards 79,314 62,250 U.S. Federal loss and credit carryforwards 34,082 39,131 Capital loss carryforwards 3,755 3,817 U.S. State loss and credit carryforwards 26,181 21,321 Capitalized research and development costs 103,043 87,743 Employee benefits 56,192 51,829 Leases 82,031 50,704 Accrued liabilities and other assets 71,370 58,699 Gross deferred tax assets $ 456,213 $ 376,007 Valuation allowance on deferred tax assets $ ( 81,496 ) $ ( 70,661 ) Total deferred taxes, net 1 $ ( 581,765 ) $ ( 69,458 ) 1 Total deferred taxes, net includes $( 15,666 ) and $( 6,228 ) reclassified to discontinued operations on the Consolidated Balance Sheets at December 31, 2024 and 2023, respectively. These amounts include valuation allowance on deferred tax assets of $( 4,628 ) and $( 4,395 ) at December 31, 2024 and 2023, respectively. The Company has total federal net operating loss (“NOL”) carryforwards of approximately $ 63,615 remaining at December 31, 2024. These losses are limited based upon future taxable earnings of the Company and expire between 2033 and 2039. U.S. foreign tax credit carryforwards of approximately $ 20,722 exist at December 31, 2024 and expire in 2027. Foreign subsidiary loss carryforwards of approximately $ 339,125 remain at December 31, 2024. Their use is limited to future taxable earnings of the respective foreign subsidiaries or filing groups. Approximately $ 241,179 of these loss carryforwards do not have an expiration date. Of the remaining foreign subsidiary loss carryforwards, approximately $ 13,279 expire within the next five years and approximately $ 84,667 expire between 2030 and 2044. Foreign subsidiary capital loss carryforwards of approximately $ 15,010 exist at December 31, 2024 and do not have an expiration date. Their use is limited to future capital gains of the respective foreign subsidiaries. Approximately $ 10,909 in tax value of state loss carryforwards and $ 22,232 of state credit carryforwards remain at December 31, 2024. These state loss and credit carryforwards are limited based upon future taxable earnings of the respective entities or filing group and expire between 2025 and 2045. State loss and credit carryforwards are reflected at their “tax” value, as opposed to the amount of expected gross deduction due to the vastly different apportionment and statutory tax rates applicable to the various entities and states in which the Company files. A reconciliation of the U.S. federal statutory tax rate to the actual provision for/(benefit from) income taxes is as follows: 2024 2023 2022 Statutory tax rate $ 13,332 21.0 % $ 102,696 21.0 % $ 96,563 21.0 % State income taxes, net of federal tax benefit ( 883 ) ( 1.4 ) % 12,263 2.5 % 10,204 2.2 % Valuation allowance 7,763 12.2 % 4,486 0.9 % ( 10,477 ) ( 2.3 ) % Tax examinations including change in reserve for uncertain tax positions ( 8,613 ) ( 13.6 ) % 1,819 0.4 % 296 0.1 % Adjustments to prior year deferred taxes ( 9,129 ) ( 14.4 ) % ( 2,489 ) ( 0.5 ) % ( 2,110 ) ( 0.5 ) % Foreign earnings taxed at other than U.S. rates 12,271 19.3 % 13,108 2.7 % 14,613 3.2 % Divestiture of business ( 2,954 ) ( 4.7 ) % 464 0.1 % — — % Effect of tax rate changes ( 1,552 ) ( 2.4 ) % 387 0.1 % ( 2,151 ) ( 0.5 ) % Foreign withholding taxes 5,344 8.4 % 4,591 0.9 % 4,643 1.0 % Tax credits ( 11,834 ) ( 18.6 ) % ( 18,848 ) ( 3.9 ) % ( 14,077 ) ( 3.1 ) % Global intangible low-taxed income (GILTI) ( 5,604 ) ( 8.8 ) % 4,853 1.0 % 4,345 0.9 % Foreign-derived intangible income ( 858 ) ( 1.4 ) % ( 1,106 ) ( 0.2 ) % ( 657 ) ( 0.1 ) % Foreign currency gain/(loss) on distributions of previously taxed income 642 1.0 % ( 2,614 ) ( 0.5 ) % ( 1,280 ) ( 0.3 ) % IRC Subpart F income 916 1.4 % 119 — % 96 — % Executive compensation limitation 2,569 4.0 % 3,767 0.8 % 1,420 0.3 % Capitalized acquisition costs 7,202 11.3 % 104 — % ( 412 ) ( 0.1 ) % Other, net ( 3,103 ) ( 4.9 ) % ( 3,870 ) ( 0.8 ) % ( 5,285 ) ( 1.1 ) % Provision for income taxes 5,509 8.7 % 119,730 24.5 % 95,731 20.8 % F-40 FORM 10-K SONOCO 2024 ANNUAL REPORT The change in “Tax examinations including change in reserve for uncertain tax positions” is shown net of associated deferred taxes and accrued interest. Included in the change are net increases in reserves for uncertain tax positions of approximately $ 3,405 , $ 2,710 and $ 1,780 for uncertain items arising in 2024, 2023 and 2022, respectively, combined with adjustments related to prior year items, primarily decreases related to lapses of statutes of limitations in international, federal and state jurisdictions as well as overall changes in facts and judgment. These adjustments changed the reserve by a total of approximately $( 13,229 ), $( 891 ) and $( 1,484 ) in 2024, 2023 and 2022, respectively. In many of the countries in which the Company operates, earnings are taxed at rates different than in the United States. This difference is reflected in “Foreign earnings taxed at other than U.S. rates” along with other items, if any, that impacted taxes on foreign earnings in the periods presented. The benefits included in “Adjustments to prior year deferred taxes” for each of the years presented consist primarily of adjustments to deferred tax assets and liabilities arising from changes in estimates. The adjustment to deferred tax assets and liabilities in 2024 was driven largely by post-acquisition entity restructuring. Of the $ 11,834 of tax credits for 2024, $ 9,629 relates to research and development tax credits. The GILTI tax in 2024 of $( 5,604 ) consists primarily of a prior year provision to return adjustment. The expense included in “Valuation allowance” for 2024 includes $ 5,969 net recognized expense associated with the recording of valuation allowances on foreign NOLs which are not expected to be utilized. The benefits included in “Valuation allowance” for 2022 include a $ 13,182 net recognized benefit associated with the release of valuation allowance on foreign tax credits due to an increase in projected future foreign source income. The Company maintains its assertion that its undistributed foreign earnings prior to the Eviosys acquisition are indefinitely reinvested and, accordingly, has not recorded any deferred income tax liabilities that would be due if those earnings were repatriated. However, the Company does not assert that certain current and future earnings of its Eviosys business are permanently reinvested. As of December 31, 2024, the undistributed foreign earnings total $ 1,071,766 . While the majority of these earnings have already been taxed in the United States, a portion would be subject to foreign withholding and U.S. income taxes and credits if distributed. Computation of the deferred tax liability associated with unremitted earnings deemed to be indefinitely reinvested is not practicable at this time. Reserve for uncertain tax positions The following table sets forth the reconciliation of the gross amounts of unrecognized tax benefits at the beginning and ending of the periods indicated: 2024 2023 2022 Gross Unrecognized Tax Benefits at January 1 $ 21,677 $ 18,621 $ 18,142 Increases in prior years’ unrecognized tax benefits 627 378 223 Decreases in prior years’ unrecognized tax benefits ( 1,915 ) ( 572 ) ( 144 ) Increases in current year’s unrecognized tax benefits 4,325 4,395 1,807 Decreases in unrecognized tax benefits from the lapse of statutes of limitations ( 12,100 ) ( 1,094 ) ( 1,174 ) Settlements ( 476 ) ( 51 ) ( 233 ) Gross Unrecognized Tax Benefits at December 31 $ 12,138 $ 21,677 $ 18,621 Of the unrecognized tax benefit balances at December 31, 2024 and December 31, 2023, $ 9,857 and $ 19,241 , respectively, would have an impact on the effective tax rate if ultimately recognized. Interest and/or penalties related to income taxes are reported as part of income tax expense. The Company had $ 1,667 and $ 1,773 accrued for interest related to uncertain tax positions at December 31, 2024 and December 31, 2023, respectively. Tax expense for the year ended December 31, 2024, includes net interest expense of $( 105 ), which is comprised of an interest benefit of $ 2,149 related to the adjustment of prior years’ items and interest expense of $ 2,044 on unrecognized tax benefits. The amounts listed above for accrued interest and interest expense do not reflect the benefit of a federal tax deduction which would be available if the interest were ultimately paid. 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 before 2018. The Company believes that it is reasonably possible that the amount reserved for uncertain tax positions at December 31, 2024 will increase by $ 493 over the next twelve months. This change includes the anticipated increase in reserves related to existing positions offset by settlements of issues currently under examination and the release of existing reserves due to the expiration of the statute of limitations. 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 effective tax rate may fluctuate significantly on a quarterly basis. The Company has operations in many countries outside of the United States and the taxes paid 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 loss of those benefits would have a material effect on the Company’s overall effective tax rate. F-41 FORM 10-K SONOCO 2024 ANNUAL REPORT 17. Revenue recognition The following tables set forth information about revenue disaggregated by primary geographic regions for the years ende d December 31, 2024, 2023 and 2022. The tables also include a reconciliation of disaggregated revenue with reportable segments. The Company’s reportable segments are aligned by product nature as disclosed in Note 20. Year Ended December 31, 2024 Consumer Packaging Industrial Paper Packaging All Other Total Primary geographical markets: United States $ 1,785,857 $ 1,431,232 $ 352,717 $ 3,569,806 Europe 524,699 371,896 58,925 955,520 Canada 17,486 95,863 — 113,349 Asia Pacific 96,154 213,127 1,771 311,052 Other 107,656 237,370 10,612 355,638 Total $ 2,531,852 $ 2,349,488 $ 424,025 $ 5,305,365 Year Ended December 31, 2023 Consumer Packaging Industrial Paper Packaging All Other Total Primary geographical markets: United States $ 1,817,268 $ 1,389,492 $ 494,112 $ 3,700,872 Europe 431,189 389,261 64,936 885,386 Canada 16,076 100,095 — 116,171 Asia Pacific 94,136 233,446 1,812 329,394 Other 112,379 261,819 35,405 409,603 Total $ 2,471,048 $ 2,374,113 $ 596,265 $ 5,441,426 Year Ended December 31, 2022 Consumer Packaging Industrial Paper Packaging All Other Total Primary geographical markets: United States $ 1,936,847 $ 1,611,390 $ 503,526 $ 4,051,763 Europe 421,276 434,076 68,949 924,301 Canada 18,372 109,997 — 128,369 Asia Pacific 91,151 275,395 1,158 367,704 Other 96,358 253,705 37,127 387,190 Total $ 2,564,004 $ 2,684,563 $ 610,760 $ 5,859,327 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 advanced payments. For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the initial term of the arrangement, and will release the deferral over the back half of the contract term. Contract assets and liabilities are generally short in duration given the nature of products produced by the Company. The following table sets forth information about contract assets and liabilities from contracts with customers. The balances of the contract assets and liabilities are located in “Other receivables” and “Accrued expenses and other”, respectively, in the Consolidated Balance Sheets. December 31, 2024 December 31, 2023 Contract Assets $ 67,062 $ 14,754 Contract Liabilities $ ( 60,024 ) $ ( 15,252 ) F-42 FORM 10-K SONOCO 2024 ANNUAL REPORT Significant changes in the contract assets and liabilities balances during the twelve months ended December 31, 2024 and 2023 were as follows: December 31, 2024 December 31, 2023 Contract Asset Contract Liability Contract Asset Contract Liability Beginning balance $ 14,754 $ ( 15,252 ) $ 18,037 $ ( 12,588 ) Acquired as part of a business combination 62,439 ( 47,478 ) — ( 1,436 ) Revenue deferred or rebates accrued — ( 25,736 ) — ( 25,094 ) Recognized as revenue — 2,341 — 1,936 Rebates paid to customers — 26,101 — 21,930 Increases due to rights to consideration for customer specific goods produced, but not billed during the period 67,062 — 14,754 — Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combination ( 77,193 ) — ( 18,037 ) — Ending balance $ 67,062 $ ( 60,024 ) $ 14,754 $ ( 15,252 ) 18. Commitments and contingencies In accordance with the requirements of ASC 450, “Contingencies,” the Company records accruals for estimated losses 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 $ 2,304 on remediation of the Spartanburg site. At December 31, 2024 and 2023, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,096 and $ 5,259 , respectively. The Spartanburg site and related environmental liabilities are part of the pending sale of TFP to Toppan. Accordingly, these accruals are reflected in “Current liabilities of discontinued operations” on the Company’s Consolidated Balance Sheets. The Company cannot currently estimate its potential liability, damages or range of potential loss, if any, beyond the amounts accrued with respect to this exposure. However, the Company does not believe that the resolution of this matter has a reasonable possibility of having a material adverse effect on the Company’s financial statements. Other environmental matters The Company has been named as a potentially responsible party at several other environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Company’s share, if any, cannot be reasonably estimated at the current time. However, the Company does not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements. At December 31, 2024 and 2023, the Company’s accrual for these other sites totaled $ 1,933 and $ 1,992 , respectively, and are included in “Accrued expenses and other” on the Company’s Consolidated Balance Sheets. Commitments As of December 31, 2024, the Company had long-term obligations to purchase electricity and steam, which it uses in its production processes, as well as long-term purchase commitments for raw materials. These purchase commitments require the Company to make total payments of approximately $ 82,554 , as follows: $ 20,472 in 2025; $ 21,389 in 2026; $ 20,217 in 2027; $ 20,476 in 2028, and a total of $ 0 from 2029 through 2033. 19. Shareholders’ equity and earnings per share Share repurchases On April 20, 2021, the Board authorized the repurchase of the Company’s common stock in an aggregate amount of up to $ 350,000 . No shares were purchased under this authorization during 2024 or 2023. A total of $ 137,972 remained available for share repurchases under this authorization as of December 31, 2024 and December 31, 2023. The Company occasionally repurchases shares of its common stock to satisfy employee tax withholding obligations in association with the exercise of RSUs, PCSUs, and SARs. These repurchases, which are not part of a publicly announced plan or program, totaled 164,402 shares during 2024, 175,665 shares during 2023, and 79,347 shares during 2022, at a cost of $ 9,246 , $ 10,617 and $ 4,547 , respectively. F-43 FORM 10-K SONOCO 2024 ANNUAL REPORT Earnings per share The following table sets forth the computation of basic and diluted earnings/(loss) per share (in thousands, except per share data): 2024 2023 2022 Numerator: Net income from continuing operations $ 67,565 $ 379,644 $ 378,410 Net loss/(income) from continuing operations attributable to noncontrolling interests 180 ( 768 ) ( 284 ) Net income from continuing operations attributable to Sonoco 67,745 378,876 378,126 Net income attributable to Sonoco $ 163,949 $ 474,959 $ 466,437 Denominator: Weighted average common shares outstanding 98,637 98,294 97,991 Dilutive effect of share-based compensation 653 596 741 Diluted outstanding shares 99,290 98,890 98,732 Per common share: Basic earnings per common share: Net income from continuing operations $ 0.69 $ 3.85 $ 3.86 Net income attributable to Sonoco $ 1.66 $ 4.83 $ 4.76 Diluted earnings per common share: Net income from continuing operations $ 0.68 $ 3.83 $ 3.83 Net income attributable to Sonoco $ 1.65 $ 4.80 $ 4.72 Cash dividends $ 2.07 $ 2.02 $ 1.92 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 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. The average number of shares that were not dilutive and therefore not included in the computation of diluted income per share was as follows for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Anti-dilutive stock appreciation rights 408 352 373 These SARs may become dilutive in future periods if the market price of the Company’s common stock appreciates. Noncontrolling interests On December 4, 2024, the Company completed the acquisition of Eviosys. The acquisition included operations in the Ivory Coast and Morocco, which are owned 85.2 % and 99.34 %, respectively, by the Company. The Company fully consolidates these operations and reflects our partners’ ownership in noncontrolling interests on the Company’s Consolidated Balance Sheet as of December 31, 2024. The total amount of noncontrolling interests acquired was $ 9,533 . In November 2024, the Company completed the sale of two production facilities in China, both of which were part of the Company’s Industrial Paper Packaging segment. In addition, a production facility that was less than 100% owned by the Company was divested as a part of the sale and the disposition of the noncontrolling interest of $ 2,043 is reflected in the Company’s total loss on the divestiture. This loss is reported in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024. See Note 4 for additional information. On March 31, 2022, the Company paid $ 14,474 in cash to acquire the remaining 33 % ownership interest in Graffo Paranaense de Embalagens S/A (“Graffo”). The transaction resulted in a $ 6,116 reduction in noncontrolling interest, a $ 7,080 charge to capital in excess of stated value, and a $ 1,278 reduction to accrued expenses and other on the Company’s Consolidated Balance Sheet. Graffo is part of the Company’s Thermoformed and Flexibles Packaging business and is included in the pending sale of TFP to Toppan. See Notes 1 and 2 for additional information. F-44 FORM 10-K SONOCO 2024 ANNUAL REPORT 20. Segment reporting The Company operates under two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other. The products produced and sold within the Consumer Packaging segment are generally used to package a variety of consumer products and consist primarily of round and shaped rigid paper, steel and plastic containers; and metal and peelable membrane ends, closures, and components. 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. 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 were recorded and the margin from the Company’s recycling operations reduced “Cost of sales” for the year ended December 31, 2024. The primary products produced within the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM assesses segment performance and allocates resources to each segment by using each segment’s operating profit. The chief operating decision maker uses operating profit for each segment in the annual budgeting and forecasting process as well as reviewing segment operating profit quarterly when making decisions about allocating capital and operating resources to segments. Disaggregated assets by segment are not disclosed since segment assets are not regularly provided to the CODM. Segment operating profit viewed by the Company to evaluate segment performance does not include the following: restructuring/asset impairment charges; amortization of acquisition intangibles; gains/losses from the sale of businesses or other assets; acquisition, integration and divestiture-related costs; changes in LIFO inventory reserves; 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, except for costs related to discontinued operations. Segment financial information The following table sets forth financial information about each of the Company’s reportable segments: Year Ended December 31, 2024 Consumer Packaging Industrial Paper Packaging Total Reportable Segments Sales from external customers $ 2,531,852 $ 2,349,488 $ 4,881,340 Intersegment sales (1) 8,022 111,682 119,704 $ 2,539,874 $ 2,461,170 $ 5,001,044 Reconciliation of sales Other sales (2) 431,107 Elimination of intersegment sales ( 126,786 ) Total consolidated sales $ 5,305,365 Less: (3) Cost of sales (4) $ ( 2,041,078 ) $ ( 1,818,324 ) Other segment items (5) ( 203,964 ) ( 371,192 ) Segment operating profit $ 294,832 $ 271,654 $ 566,486 Other segment disclosures: Equity in earnings of affiliates, net of tax $ 365 $ 9,223 Depreciation, depletion and amortization (6) $ 109,355 $ 116,149 (1) Intersegment sales are recorded at a market-related transfer price. (2) Sales from businesses below the quantitative threshold are attributable to the group of businesses within All Other. (3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (4) Cost of sales of reportable segments excludes certain costs, primarily changes in LIFO inventory reserves, net gains or losses from derivatives, and acquisition, integration and divestiture-related costs. (5) Other segment items consists of: Consumer Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. Industrial Paper Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. (6) Represents significant segment expenses that are regularly provided to the CODM and are included in cost of sales and other segment items within segment operating profit. F-45 FORM 10-K SONOCO 2024 ANNUAL REPORT Year Ended December 31, 2023 Consumer Packaging Industrial Paper Packaging Total Reportable Segments Sales from external customers $ 2,471,048 $ 2,374,113 $ 4,845,161 Intersegment sales (1) 5,171 101,822 106,993 $ 2,476,219 $ 2,475,935 $ 4,952,154 Reconciliation of sales Other sales (2) 604,442 Elimination of intersegment sales ( 115,170 ) Total consolidated sales $ 5,441,426 Less: (3) Cost of sales (4) $ ( 1,999,514 ) $ ( 1,809,803 ) Other segment items (5) ( 190,943 ) ( 348,215 ) Segment operating profit $ 285,762 $ 317,917 $ 603,679 Other segment disclosures: Equity in earnings of affiliates, net of tax $ 564 $ 9,783 Depreciation, depletion and amortization (6) $ 95,340 $ 104,723 (1) Intersegment sales are recorded at a market-related transfer price. (2) Sales from businesses below the quantitative threshold are attributable to the group of businesses within All Other. (3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (4) Cost of sales of reportable segments excludes certain costs, primarily changes in LIFO inventory reserves, net gains or losses from derivatives, and acquisition, integration and divestiture-related costs. (5) Other segment items consists of: Consumer Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. Industrial Paper Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. (6) Represents significant segment expenses that are regularly provided to the CODM and are included in cost of sales and other segment items within segment operating profit. Year Ended December 31, 2022 Consumer Packaging Industrial Paper Packaging Total Reportable Segments Sales from external customers $ 2,564,004 $ 2,684,563 $ 5,248,567 Intersegment sales (1) 1,779 134,214 135,993 $ 2,565,783 $ 2,818,777 $ 5,384,560 Reconciliation of sales Other sales (2) 620,330 Elimination of intersegment sales ( 145,563 ) Total consolidated sales $ 5,859,327 Less: (3) Cost of sales (4) $ ( 1,981,621 ) $ ( 2,109,080 ) Other segment items (5) ( 142,006 ) ( 381,838 ) Segment operating profit $ 442,156 $ 327,859 $ 770,015 Other segment disclosures: Equity in earnings of affiliates, net of tax $ 485 $ 13,722 Depreciation, depletion and amortization (6) $ 84,049 $ 91,944 (1) Intersegment sales are recorded at a market-related transfer price. (2) Sales from businesses below the quantitative threshold are attributable to the group of businesses within All Other. (3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (4) Cost of sales of reportable segments excludes certain costs, primarily changes in LIFO inventory reserves, net gains or losses from derivatives, and acquisition, integration and divestiture-related costs. (5) Other segment items consists of: Consumer Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. Industrial Paper Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. (6) Represents significant segment expenses that are regularly provided to the CODM and are included in cost of sales and other segment items within segment operating profit. F-46 FORM 10-K SONOCO 2024 ANNUAL REPORT Reconciliation of segment operating profit to income from continuing operations before income taxes: 2024 2023 2022 Segment operating profit $ 566,486 $ 603,679 $ 770,015 Other operating profits (1) 53,278 85,148 58,240 Unallocated amounts: Restructuring/Asset impairment charges ( 65,370 ) ( 47,909 ) ( 52,385 ) Amortization of acquisition intangibles ( 78,595 ) ( 67,323 ) ( 60,263 ) (Loss)/Gain from divestiture of business and other assets ( 23,452 ) 78,929 — Acquisition, integration and divestiture-related costs ( 91,600 ) ( 24,624 ) ( 70,210 ) Changes in LIFO inventory reserves 6,263 11,817 ( 28,445 ) Derivative gains/(losses) 7,225 1,912 ( 8,767 ) Other corporate costs (2) ( 46,675 ) ( 42,254 ) ( 45,210 ) Other operating income/(charges), net (3) ( 982 ) ( 10,326 ) 380 Other (expenses)/income, net ( 104,200 ) 39,657 — Non-operating pension costs ( 13,842 ) ( 14,312 ) ( 7,073 ) Interest expense ( 172,620 ) ( 135,393 ) ( 100,875 ) Interest income 27,570 10,026 4,527 Income from continuing operations before income taxes $ 63,486 $ 489,027 $ 459,934 (1) Operating profit from segments below the quantitative threshold are attributable to the group of businesses within All Other. (2) Other corporate costs represent recurring operating expenses previously allocated to TFP that will remain with Sonoco subsequent to the divestiture. (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. Reconciliation of other segment disclosures to consolidated totals: 2024 2023 2022 Equity in earnings of affiliates, net of tax Consumer Packaging $ 365 $ 564 $ 485 Industrial Paper Packaging 9,223 9,783 13,722 Reportable Segment Total 9,588 10,347 14,207 Adjustments — — — Consolidated Total $ 9,588 $ 10,347 $ 14,207 Depreciation, depletion and amortization Consumer Packaging $ 109,355 $ 95,340 $ 84,049 Industrial Paper Packaging 116,149 104,723 91,944 Reportable Segment Total 225,504 200,063 175,993 Other 90,557 81,966 74,540 Consolidated Total $ 316,061 $ 282,029 $ 250,533 (1) Other represents depreciation, depletion and amortization expense for the All Other group of businesses and total amortization of acquisition intangibles for Sonoco, excluding discontinued operations. F-47 FORM 10-K SONOCO 2024 ANNUAL REPORT Geographic regions Sales to unaffiliated customers and long-lived assets by geographic region are as follows: 2024 2023 2022 Sales to Unaffiliated Customers United States $ 3,569,806 $ 3,700,872 $ 4,051,763 Europe 955,520 885,386 924,301 Canada 113,349 116,171 128,369 Asia Pacific 311,052 329,394 367,704 Other 355,638 409,603 387,190 Total $ 5,305,365 $ 5,441,426 $ 5,859,327 Long-lived Assets United States $ 2,695,885 $ 2,779,178 $ 2,511,809 Europe 4,690,098 617,949 572,824 Canada 35,750 39,842 24,257 Asia Pacific 176,547 157,235 155,959 Other 300,623 149,530 75,583 Total $ 7,898,903 $ 3,743,734 $ 3,340,432 Sales are attributed to countries/regions based upon the plant location from which products are shipped. Long-lived assets are comprised of property, plant and equipment, goodwill, other intangible assets, and investments in affiliates (see Notes 1, 7 and 9). 21. Accumulated other comprehensive loss The following table summarizes the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss, net of tax as applicable, for the years ended December 31, 2024 and 2023: Foreign Currency Items Defined Benefit Pension Items Gains and Losses on Cash Flow Hedges Accumulated Other Comprehensive Loss Balance at December 31, 2022 $ ( 338,316 ) $ ( 90,973 ) $ ( 794 ) $ ( 430,083 ) Other comprehensive income/(loss) before reclassifications 68,705 ( 16,305 ) 6,622 59,022 Amounts reclassified from accumulated other comprehensive loss to net income 2,033 7,651 ( 5,177 ) 4,507 Amounts reclassified from accumulated other comprehensive loss to fixed assets — — 292 292 Other comprehensive income/(loss) 70,738 ( 8,654 ) 1,737 63,821 Balance at December 31, 2023 $ ( 267,578 ) $ ( 99,627 ) $ 943 $ ( 366,262 ) Other comprehensive (loss)/income before reclassifications ( 146,856 ) 4,636 ( 3,213 ) ( 145,433 ) Amounts reclassified from accumulated other comprehensive loss to net income 3,503 4,378 1,080 8,961 Other comprehensive (loss)/income ( 143,353 ) 9,014 ( 2,133 ) ( 136,472 ) Balance at December 31, 2024 $ ( 410,931 ) $ ( 90,613 ) $ ( 1,190 ) $ ( 502,734 ) F-48 FORM 10-K SONOCO 2024 ANNUAL REPORT The following table summarizes the amounts reclassified from accumulated other comprehensive loss and the affected line items in the consolidated statements of net income for the years ended December 31, 2024 and 2023: Amount Reclassified from Accumulated Other Comprehensive Loss Details about Accumulated Other Comprehensive Loss Components Year Ended December 31, 2024 Year Ended December 31, 2023 Affected Line Item in the Consolidated Statements of Net Income Foreign currency items Loss on Protexic and China divestitures $ ( 3,503 ) $ — (Loss)/Gain on divestiture of business and other assets Loss on RTS Packaging investment (see Note 4) — ( 2,033 ) Other (expenses)/income, net ( 3,503 ) ( 2,033 ) Net income Defined benefit pension items (see Note 15) Pension-related loss upon purchase of remaining interest in RTS Packaging joint venture — ( 4,756 ) Other (expenses)/income, net Effect of settlement loss ( 530 ) ( 1,010 ) Non-operating pension costs Amortization of defined benefit pension items ( 4,822 ) ( 4,458 ) Non-operating pension costs ( 5,352 ) ( 10,224 ) Income from continuing operations before income taxes 974 2,573 Provision for income taxes ( 4,378 ) ( 7,651 ) Net income Gains and losses on cash flow hedges (see Note 12) Foreign exchange contracts ( 1,174 ) 10,860 Net Sales Foreign exchange contracts ( 253 ) ( 3,728 ) Cost of sales Commodity contracts ( 28 ) ( 32 ) Cost of sales ( 1,455 ) 7,100 Income from continuing operations before income taxes 375 ( 1,923 ) Provision for income taxes ( 1,080 ) 5,177 Net income Amounts reclassified to net income from accumulated other comprehensive loss $ ( 8,961 ) $ ( 4,507 ) Net income The following table summarizes the tax expense/(benefit) for the components of other comprehensive income/(loss): For the year ended December 31, 2024 For the year ended December 31, 2023 Before Tax Amount Tax After Tax Amount Before Tax Amount Tax After Tax Amount Foreign currency items: Other comprehensive (loss)/income before reclassifications $ ( 140,210 ) $ ( 6,646 ) $ ( 146,856 ) $ 67,411 $ 1,294 $ 68,705 Amounts reclassified from accumulated other comprehensive loss to net income 3,503 — 3,503 2,033 — 2,033 Net other comprehensive (loss)/income from foreign currency items ( 136,707 ) ( 6,646 ) ( 143,353 ) 69,444 1,294 70,738 Defined benefit pension items: Other comprehensive income/(loss) before reclassifications 2,395 2,241 4,636 ( 21,815 ) 5,510 ( 16,305 ) Amounts reclassified from accumulated other comprehensive income/(loss) to net income 5,352 ( 974 ) 4,378 10,224 ( 2,573 ) 7,651 Net other comprehensive income/(loss) from defined benefit pension items 7,747 1,267 9,014 ( 11,591 ) 2,937 ( 8,654 ) Cash flow hedges: Other comprehensive (loss)/income before reclassifications ( 4,329 ) 1,116 ( 3,213 ) 9,081 ( 2,459 ) 6,622 Amounts reclassified from accumulated other comprehensive income/(loss) to net income 1,455 ( 375 ) 1,080 ( 7,100 ) 1,923 ( 5,177 ) Amounts reclassified from accumulated other comprehensive loss to fixed assets — — — 401 ( 109 ) 292 Net other comprehensive (loss)/income from cash flow hedges ( 2,874 ) 741 ( 2,133 ) 2,382 ( 645 ) 1,737 Other comprehensive (loss)/income $ ( 131,834 ) $ ( 4,638 ) $ ( 136,472 ) $ 60,235 $ 3,586 $ 63,821 F-49 FORM 10-K SONOCO 2024 ANNUAL REPORT 22. Selected quarterly financial data The following table sets forth selected quarterly financial data of the Company for the years ended December 31, 2024 and December 31, 2023 : (unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter 2024 Net sales $ 1,308,636 $ 1,278,801 $ 1,354,652 $ 1,363,276 Gross profit 271,217 285,295 299,748 282,973 Net income/(loss) from continuing operations 35,512 57,410 31,392 ( 56,749 ) Net income from discontinued operations 29,761 33,541 19,817 13,256 Net income/(loss) attributable to Sonoco 65,177 90,811 50,921 ( 42,960 ) Weighted average common shares outstanding: Basic 98,498 98,671 98,683 98,700 Diluted 99,159 99,241 99,267 98,700 Per common share: Basic Earnings/(Loss) Per Common Share: Continuing operations $ 0.36 $ 0.58 $ 0.32 $ ( 0.57 ) Discontinued operations 0.30 0.34 0.20 0.13 Basic earnings/(loss) per share attributable to Sonoco $ 0.66 $ 0.92 $ 0.52 $ ( 0.44 ) Diluted Earnings/(Loss) Per Common Share: Continuing operations $ 0.36 $ 0.58 $ 0.31 $ ( 0.57 ) Discontinued operations 0.30 0.34 0.20 0.13 Diluted earnings/(loss) per share attributable to Sonoco $ 0.66 $ 0.92 $ 0.51 $ ( 0.44 ) Cash dividends $ 0.51 $ 0.52 $ 0.52 $ 0.52 2023 Net sales $ 1,386,972 $ 1,337,589 $ 1,381,130 $ 1,335,735 Gross profit 314,796 291,946 307,848 287,979 Net income from continuing operations 121,954 84,638 111,946 61,106 Net income from discontinued operations 26,310 30,111 19,112 20,724 Net income attributable to Sonoco 148,319 114,649 130,749 81,242 Weighted average common shares outstanding: Basic 98,167 98,325 98,337 98,349 Diluted 98,615 98,872 98,912 99,164 Per common share: Basic Earnings Per Common Share: Continuing operations $ 1.24 $ 0.86 $ 1.14 $ 0.61 Discontinued operations 0.27 0.31 0.19 0.21 Basic earnings per share attributable to Sonoco $ 1.51 $ 1.17 $ 1.33 $ 0.82 Diluted Earnings Per Common Share: Continuing operations $ 1.23 $ 0.86 $ 1.13 $ 0.61 Discontinued operations 0.27 0.30 0.19 0.21 Diluted earnings per share attributable to Sonoco $ 1.50 $ 1.16 $ 1.32 $ 0.82 Cash dividends $ 0.49 $ 0.51 $ 0.51 $ 0.51 50 FORM 10-K SONOCO 2024 ANNUAL REPORT Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.