What changed in this filing

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Item 1. Financial Statements

2025-05-02 compared with 2024-11-01 · 480 added, 597 removed, 701 unchanged (61% of the section changed)

3 unchanged sentences

(Dollars and shares in thousands)

September 29,

2025 December 31, 2024*

7 unchanged sentences

Prepaid expenses 200,874 197,134

Current assets of discontinued operations 463,908 450,874

Total Current Assets 3,174,274 3,178,560

3,969,031 2,050,365

Property, Plant and Equipment, Net 2,775,734 2,718,747

4 unchanged sentences

Other Assets 196,999 208,759

Non-current assets of discontinued operations 975,946 964,310

Total Assets $ 12,680,593 $ 12,507,790

5 unchanged sentences

Accrued taxes 22,516 6,755

Current liabilities of discontinued operations 240,387 242,056

Total Current Liabilities 3,985,147 4,038,291

1,678,279 1,165,277

Long-term Debt, Net of Current Portion 4,978,337 4,985,496

3 unchanged sentences

Other Liabilities 118,125 60,847

Commitments and Contingencies

Non-current liabilities of discontinued operations 97,161 113,911

Total Liabilities 10,218,661 10,221,577

Commitments and Contingencies (See Note 18)

Sonoco Shareholders’ Equity

1 unchanged sentence

Authorized 300,000 shares;

98,258 and 97,957 shares issued and outstanding

at September 29, 2024 and December 31, 2023 , respectively

98,628 and 98,260 shares issued and outstanding at March 30, 2025 and December 31, 2024, respectively

Capital in excess of stated value 178,778 183,250

10 unchanged sentences

(Dollars and shares in thousands except per share data)

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

Net sales $ 1,709,228 $ 1,308,636

3 unchanged sentences

Restructuring/Asset impairment charges 13,581 31,010

(Loss)/Gain on divestiture of business and other assets ( 31,770 ) ( 537 ) ( 27,292 ) 78,844

Loss on divestiture of business and other assets ( 4,183 ) —

Operating profit 126,860 72,572

Other income, net — 36,943 5,867 36,943

Other expense, net ( 6,517 ) —

Non-operating pension costs 3,121 3,295

1 unchanged sentence

Interest income 7,348 3,133

Income before income taxes 69,556 166,782 267,036 512,279

Income from continuing operations before income taxes 68,543 42,246

Provision for income taxes 21,147 7,871

1 unchanged sentence

Equity in earnings of affiliates, net of tax 1,921 1,137

Net income from continuing operations 49,317 35,512

Net income from discontinued operations 5,172 29,761

Net income 54,489 65,273

Net income attributable to noncontrolling interests ( 288 ) ( 309 ) ( 524 ) ( 354 )

Net income from continuing operations attributable to noncontrolling interests ( 60 ) ( 48 )

Net income from discontinued operations attributable to noncontrolling interests — ( 48 )

Net income attributable to Sonoco $ 54,429 $ 65,177

3 unchanged sentences

Per common share:

Net income attributable to Sonoco:

Basic $ 0.52 $ 1.33 $ 2.10 $ 4.01

Diluted $ 0.51 $ 1.32 $ 2.09 $ 3.98

Basic earnings per common share:

Continuing operations $ 0.50 $ 0.36

Discontinued operations 0.05 0.30

Basic earnings per share attributable to Sonoco $ 0.55 $ 0.66

Diluted earnings per common share:

Continuing operations $ 0.50 $ 0.36

Discontinued operations 0.05 0.30

Diluted earnings per share attributable to Sonoco $ 0.55 $ 0.66

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

3 unchanged sentences

(Dollars in thousands)

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

Net income $ 54,489 $ 65,273

6 unchanged sentences

232,629 45,699

Net income attributable to noncontrolling interests ( 288 ) ( 309 ) ( 524 ) ( 354 )

Other comprehensive (income)/loss attributable to noncontrolling interests ( 711 ) 668 ( 202 ) 727

Net income attributable to noncontrolling interests-continuing operations ( 60 ) ( 48 )

Net income attributable to noncontrolling interests-discontinued operations — ( 48 )

Other comprehensive loss attributable to noncontrolling interests 25 467

Comprehensive income attributable to Sonoco $ 232,594 $ 46,070

4 unchanged sentences

(Dollars and shares in thousands)

Total Equity Common Shares Capital in

Equity Common Shares Capital in

Stated Value Accumulated

6 unchanged sentences

Other comprehensive income/(loss):

Translation loss ( 19,786 ) ( 19,319 ) ( 467 )

Translation gain/(loss) 175,839 175,864 ( 25 )

Defined benefit plan adjustment, net of tax 544 544

Derivative financial instruments, net of tax 1,757 1,757

Other comprehensive loss ( 19,574 ) ( 19,107 ) ( 467 )

Dividends ( 50,348 ) ( 50,348 )

Issuance of stock awards 204 460 204

Shares repurchased ( 9,139 ) ( 162 ) ( 9,139 )

Share-based compensation 8,325 8,325

Other 906 906

March 31, 2024 $ 2,427,482 98,255 $ 7,175 $ 159,343 $ ( 385,369 ) $ 2,639,209 $ 7,124

Net income 90,951 90,811 140

Other comprehensive income/(loss) 178,140 178,165 ( 25 )

Translation loss ( 33,408 ) ( 33,366 ) ( 42 )

Defined benefit plan adjustment, net of tax 2,079 2,079

Derivative financial instruments, net of tax ( 1,661 ) ( 1,661 )

Other comprehensive loss ( 32,990 ) ( 32,948 ) ( 42 )

Dividends ( 51,347 ) ( 51,347 )

Issuance of stock awards 181 4 181

Shares repurchased ( 23 ) ( 1 ) ( 23 )

Share-based compensation 6,656 6,656

Other 957 957

June 30, 2024 $ 2,441,867 2,441,867 98,258 $ 7,175 $ 167,114 $ ( 418,317 ) $ 2,678,673 $ 7,222

Net income 51,209 50,921 288

Other comprehensive income:

Translation gain

35,922 35,211 711

Defined benefit plan adjustment, net of tax 1,036 1,036

Derivative financial instruments, net of tax 60 60

Other comprehensive income 37,018 36,307 711

Divestiture of noncontrolling interests ( 637 ) ( 637 )

Dividends ( 51,558 ) ( 51,558 )

Dividends paid to noncontrolling interests ( 243 ) ( 243 )

Issuance of stock awards 273 588 273

1 unchanged sentence

Share-based compensation 5,828 5,828

Other 481 481

September 29, 2024 $ 2,487,160 98,258 $ 7,175 $ 175,532 $ ( 382,010 ) $ 2,678,242 $ 8,221

Equity Common Shares Capital in

March 30, 2025 $ 2,461,932 98,628 $ 7,175 $ 178,778 $ ( 324,569 ) $ 2,586,794 $ 13,754

Total Equity Common Shares Capital in

Stated Value Accumulated

4 unchanged sentences

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

Net income/(loss) 148,264 148,319 ( 55 )

Other comprehensive income:

Translation gain 31,808 31,569 239

Defined benefit plan adjustment, net of tax 916 916

Derivative financial instruments, net of tax 2,514 2,514

Other comprehensive income 35,238 34,999 239

Dividends ( 48,203 ) ( 48,203 )

Issuance of stock awards 472 485 472

Shares repurchased ( 10,576 ) ( 175 ) ( 10,576 )

Share-based compensation 7,573 7,573

April 2, 2023 $ 2,205,565 97,955 $ 7,175 $ 138,008 $ ( 395,084 ) $ 2,448,299 $ 7,167

Net income 65,273 65,177 96

Other comprehensive income/(loss):

Translation gain/(loss) 21,690 21,988 ( 298 )

Defined benefit plan adjustment, net of tax ( 1,763 ) ( 1,763 )

Derivative financial instruments, net of tax 1,428 1,428

Other comprehensive income/(loss) 21,355 21,653 ( 298 )

Dividends ( 50,180 ) ( 50,180 )

Issuance of stock awards 222 1 222

Shares repurchased ( 26 ) — ( 26 )

Share-based compensation 7,637 7,637

July 2, 2023 $ 2,299,322 97,956 $ 7,175 $ 145,841 $ ( 373,431 ) $ 2,512,768 $ 6,969

Net income 131,058 130,749 $ 309

Other comprehensive income/(loss):

Other comprehensive (loss)/income:

Translation loss ( 19,786 ) ( 19,319 ) ( 467 )

6 unchanged sentences

Share-based compensation 8,325 8,325

October 1, 2023 $ 2,339,155 97,956 $ 7,175 $ 152,148 $ ( 420,110 ) $ 2,593,332 $ 6,610

Other 906 906

March 31, 2024 $ 2,427,482 98,255 $ 7,175 $ 159,343 $ ( 385,369 ) $ 2,639,209 $ 7,124

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended

September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

Cash Flows from Operating Activities:

Net income $ 54,489 $ 65,273

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

Adjustments to reconcile net income to net cash (used)/provided by operating activities:

Asset impairments 4,949 8,346

3 unchanged sentences

Cash dividends from affiliated companies — 41

Net gain on disposition of assets ( 529 ) ( 59,050 )

Net loss/(gain) on divestiture of business and other assets 27,292 ( 54,842 )

Remeasurement gain of investment in affiliated companies ( 6,012 ) —

Net loss on disposition of assets 277 18

Net loss on divestiture of business and other assets 4,183 —

Pension and postretirement plan expense 4,357 4,104

8 unchanged sentences

Accrued expenses and other assets and liabilities ( 100,233 ) ( 7,070 )

Net cash provided by operating activities 437,638 616,877

Net cash (used)/provided by operating activities ( 208,094 ) 166,235

Cash Flows from Investing Activities:

3 unchanged sentences

Proceeds from the sale of assets, net 474 101

Proceeds from settlement of net investment hedge 9,068 —

Investment in affiliated companies ( 10,000 ) ( 7,500 )

Other net investing activities 88 5,077

1 unchanged sentence

Cash Flows from Financing Activities:

Net proceeds from issuance of debt 1,813,754 905,601

Proceeds from issuance of debt 24,535 19,674

Principal repayment of debt ( 473,293 ) ( 21,448 )

Net change in commercial paper 528,000 —

Net (decrease)/increase in book cash overdrafts ( 3,078 ) 1,925

Payment of loan financing costs ( 19,000 ) —

Payment of contingent consideration ( 948 ) —

Net increase/(decrease) in book cash overdrafts 12,448 ( 1,614 )

Dividends paid to noncontrolling interests ( 243 ) —

Cash dividends ( 51,285 ) ( 50,144 )

2 unchanged sentences

Effects of Exchange Rate Changes on Cash 15,742 ( 1,556 )

Net Increase in Cash and Cash Equivalents 1,778,696 30,502

Net (Decrease)/Increase in Cash and Cash Equivalents ( 251,345 ) 20,276

Cash and cash equivalents at beginning of period 443,060 151,937

5 unchanged sentences

Basis of Interim Presentation

In the opinion of the management of Sonoco Products Company (the “Company” or “Sonoco”), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein.

Operating results for the three- and nine-month periods ended September 29, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

As previously disclosed, effective January 1, 2024, the Company integrated its flexible packaging and thermoformed packaging businesses within its Consumer Packaging segment in order to streamline operations, enhance customer service, and better position the business for accelerated growth.

As a result, the Company changed its operating and reporting structure to reflect the way it now manages its operations, evaluates performance, and allocates resources.

As a result of these changes, the Company’s consumer thermoformed businesses moved from the All Other group of businesses to the Consumer Packaging segment.

The Company’s Industrial Paper Packaging segment was not affected by these changes.

All prior year segment results presented herein have been recast to conform to the new presentation.

New Accounting Pronouncements

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

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

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

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

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

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

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

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

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

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

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

The Company will begin providing the enhanced reportable segment financial disclosures effective with its Annual Report on Form 10-K for the year ending December 31, 2024.

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

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

In each interim reporting period, the amount outstanding requires disclosure.

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

The Company adopted this standard in the first quarter of 2023, with the exception of the amendment on rollforward information, which will be provided in the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.

During the nine-month period ended September 29, 2024, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s financial statements.

Further, at September 29, 2024, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements.

On April 1, 2025, subsequent to the three-month period ended March 30, 2025, Sonoco Products Company (the “Company” or “Sonoco”) completed the previously announced sale of 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.

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 Condensed Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Quarterly Report on Form 10-Q.

Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets as of March 30, 2025 and December 31, 2024.

The Condensed 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 Quarterly Report on Form 10-Q reflect only the continuing operations of Sonoco unless otherwise noted.

See Note 2 for additional information.

In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein.

Operating results for the three-month period ended March 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Discontinued Operations

As disclosed in Note 1 , the Company completed the previously announced sale of TFP o n April 1, 2025 .

The following table presents the assets and liabilities that are classified as discontinued operations in the Condensed Consolidated Balance Sheets as of March 30, 2025 and December 31, 2024:

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

Acquisitions and Divestitures

On June 22, 2024, the Company entered into a definitive agreement to acquire all of the issued and outstanding equity interests in Titan Holdings I B.V.

(“Eviosys”) from an affiliate of KPS Capital Partners, LP for € 3,615,000 (approximately $ 3,900,000 ) on a cash-free and debt-free basis and subject to customary adjustments.

Eviosys, a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the Europe, Middle East, and Africa region, has approximately 6,300 employees in 44 manufacturing facilities across 17 countries.

This acquisition is expected to accelerate the Company’s strategy to focus on and scale its core businesses.

The acquisition of Eviosys is expected to close by the end of 2024, subject to the satisfaction or waiver of customary closing conditions, including expiration, termination or receipt of the applicable waiting period or clearances, as applicable, under certain specified antitrust laws.

See Note 9 for information regarding how the Company plans to fund the pending Eviosys acquisition.

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 .

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 .

Additional obligations to the seller totaling $ 2,333 are expected to be paid before the end of 2024 and are recorded in “Payable to suppliers” in the Company’s Condensed Consolidated Balance Sheet as of September 29, 2024.

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

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

The Company’s initial allocation of the assets acquired and liabilities assumed in the acquisition of Inapel, as well as revised preliminary fair values reflecting adjustments made during the measurement period, are as follows:

Initial Allocation Measurement Period Adjustments Preliminary Allocation

Trade accounts receivable $ 30,301 $ ( 133 ) $ 30,168

2025 December 31,

Cash and cash equivalents $ 9,886 $ 12,050

Trade accounts receivable, net of allowances of $ 2,190 at March 30, 2025 and $ 2,582 at December 31, 2024

213,627 209,379

Other receivables 48,273 46,001

Inventories 9,269 — 9,269

Inventories, net:

Finished and in process 84,616 80,573

Materials and supplies 99,826 94,083

Prepaid expenses 7,680 8,788

Property, plant and equipment 11,456 17,425 28,881

Right of use asset - operating leases 217 — 217

Other intangible assets 8,653 188 8,841

Current assets of discontinued operations $ 463,908 $ 450,874

Property, plant and equipment, net of accumulated depreciation of $ 457,621 at March 30, 2025 and $ 465,923 at December 31, 2024

271,237 262,662

Goodwill 505,009 502,621

Other intangible assets, net of accumulated amortization of $ 206,601 at March 30, 2025 and $ 206,437 and December 31, 2024

104,428 103,593

Long-term deferred income taxes 288 262

Right of use asset-operating leases 74,140 75,855

Other assets 20,844 19,317

Non-current assets of discontinued operations $ 975,946 $ 964,310

Payable to suppliers 170,770 172,720

Accrued expenses and other 48,026 62,562

Notes payable and current portion of long-term debt 21,591 6,774

Current liabilities of discontinued operations $ 240,387 $ 242,056

Long-term debt 16,028 29,850

Noncurrent operating lease liabilities 64,458 67,789

Deferred income taxes 16,363 15,928

Total purchase price, net of cash acquired $ 59,228 $ 5,162 $ 64,390

The allocation of the purchase price of Inapel to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Preliminary Allocation” in the table above, is based on the Company’s preliminary determinations of fair value using information currently available.

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

property, plant and equipment;

other intangible assets;

and deferred income taxes.

The Company expects to complete its valuations during the fourth quarter of 2024.

Other liabilities 312 344

Non-current liabilities of discontinued operations $ 97,161 $ 113,911

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

Goodwill for Inapel, none of which is currently deductible for income tax purposes, is primarily attributable to the assembled workforce and synergies of the combined organization.

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

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

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

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

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 Condensed Consolidated Statements of Income for the period ended October 1, 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 Condensed Consolidated Statements of Income for the period ended October 1, 2023.

This loss, along with the settlement of a note receivable 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 Accounting Standards Codification (“ASC”) 805) transferred for the acquisitions of the remaining ownership interest in RTS Packaging and the Chattanooga Mill:

Purchase Consideration

Cash consideration, net of cash acquired $ 313,388

Fair value of previously held ownership interest in RTS Packaging

Final working capital adjustment 452

Settlement of preexisting relationships 1,235

Purchase consideration transferred $ 374,547

During the three-month period ended September 29, 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:

The following table presents key components of “Net income from discontinued operations” for the three months ended March 30, 2025 and March 31, 2024:

Three Months Ended

March 30, 2025 March 31, 2024

Net sales $ 320,678 $ 328,907

Cost of sales 250,854 262,519

Gross profit 69,824 66,388

Selling, general and administrative expenses 31,607 25,899

Restructuring/Asset impairment charges 426 608

Operating profit 37,791 39,881

Other income, net 182 —

Interest expense 24,911 1,056

Interest income 281 425

Income from discontinued operations before income taxes 12,979 39,250

Provision for income taxes 7,807 9,489

Net income from discontinued operations 5,172 29,761

Net income from discontinued operations attributable to noncontrolling interests — ( 48 )

Net income attributable to discontinued operations $ 5,172 $ 29,713

Weighted average common shares outstanding:

Basic 98,913 98,498

Diluted 99,342 99,159

Per common share:

Net income attributable to discontinued operations:

Basic $ 0.05 $ 0.30

Diluted $ 0.05 $ 0.30

The following table presents significant cash flow items from discontinued operations for the three months ended March 30, 2025 and March 31, 2024:

Three Months Ended

March 30, 2025 March 31, 2024

Depreciation, depletion and amortization (a)

$ ( 311 ) $ 15,613

Capital expenditures $ ( 5,572 ) $ ( 12,569 )

(a) Subsequent to entering the agreement on December 8, 2024 to sell TFP, depreciation was not recognized on TFP’s property, plant and equipment, and amortization was not recognized on TFP’s other intangible assets or right of use assets-operating leases, in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.”

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

Initial Allocation Measurement Period Adjustments Final Allocation

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;

(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 U.S.

generally accepted accounting principles (“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):

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.

During the three-month period ended March 30, 2025, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.

Further, at March 30, 2025, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Acquisitions and Divestitures

Eviosys Acquisition

On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Titan Holdings I B.V.

(“Eviosys”) from an affiliate of KPS Capital Partners, LP for net cash consideration of $ 3,789,826 .

Eviosys is 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.

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 to the Company’s Consolidated Financial Statements included in Part IV, Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

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

The Company’s preliminary fair values of the assets acquired and liabilities assumed in the acquisition of Eviosys, are as follows:

Initial Allocation Measurement Period Adjustments Preliminary Allocation

Trade accounts receivable $ 300,385 — $ 300,385

Other receivables 114,634 — 114,634

Inventories 445,945 1,630 447,575

4 unchanged sentences

Goodwill 1,285,518 595 1,286,113

Long-term deferred income taxes 39,023 ( 388 ) 38,635

Other assets 3,330 19 3,349

1 unchanged sentence

Accrued expenses and other ( 168,529 ) 325 ( 168,204 )

Accrued wages and other compensation ( 41,749 ) — ( 41,749 )

Notes payable and current portion of long-term debt ( 76,438 ) ( 39 ) ( 76,477 )

1 unchanged sentence

Pension and other postretirement benefits ( 51,849 ) — ( 51,849 )

Long-term debt ( 1,942 ) — ( 1,942 )

Deferred income taxes ( 599,941 ) 7,716 ( 592,225 )

Other long-term liabilities ( 16,714 ) 388 ( 16,326 )

Noncontrolling interests

( 9,533 ) — ( 9,533 )

Net assets acquired $ 3,789,826 $ — $ 3,789,826

Goodwill for RTS Packaging and the Chattanooga Mill, of which approximately $ 81,000 is expected to be deductible for income tax purposes, is primarily attributable to the synergies of the combined organization and the assembled workforce.

The Company has accounted for these acquisitions as business combinations under the acquisition method and has included the results of operations of the acquired businesses in the Company’s Condensed Consolidated Statements of Income for the nine-month period ended September 29, 2024.

The Company believes that these acquisitions were not material to the periods presented and are therefore not subject to the ASC 805 requirement to provide supplemental pro-forma financial information.

Accordingly, this information is not presented herein.

Divestiture of Businesses

In September 2024, the Company entered into agreements to sell two of its production facilities in China, both of which are part of the Company’s Industrial Paper Packaging segment, for approximately $ 419 .

The sale of these facilities is expected to be completed in the fourth quarter of 2024.

As a result of the pending sale, the Company wrote down the carrying amounts of the asset group to their estimated fair values based on the expected selling price less estimated costs to sell and recognized a loss of $ 29,965 in the third quarter of 2024.

This loss is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

The fair value was determined from purchase prices reflected in the purchase and sale agreements, which is considered a Level 2 fair value measurement.

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 .

This business provided foam components and integrated material solutions for various industrial end markets.

This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities.

In connection with the Protexic divestiture, the Company wrote off net assets totaling $ 74,126 , including $ 16,559 of allocated goodwill and reclassified $ 2,913 of cumulative translation adjustment losses from Accumulated Other Comprehensive Loss, recognizing a preliminary pretax gain on the divestiture of $ 3,228 during the second quarter of 2024.

In the third quarter of 2024, the Company paid a final net working capital adjustment of $ 1,805 to Black Diamond, resulting in a net pretax gain of $ 1,423 for the nine-month period ended September 29, 2024, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

The Company used the majority of the cash proceeds from the sale to pay down debt.

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:

property, plant and equipment;

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.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

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” on the Company’s Condensed Consolidated Balance Sheet as of September 29, 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 Condensed Consolidated Statements of Income, was reduced by $ 537 in the third quarter of 2023 upon the final working capital settlement.

On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co.

(“Northstar”).

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 Condensed 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 investment is being accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes).

The sales of the production facilities in China and the Protexic, U.S.

BulkSak, and S3 businesses did not represent a strategic shift for the Company and did not have a major effect on its operations or financial results.

The following table presents the Company’s pro forma consolidated results for the three-month period ended March 31, 2024, 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 Three Months Ended

Consolidated March 31, 2024

Net sales $ 1,839,570

Net income from continuing operations $ 8,146

Net income attributable to Sonoco 1

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 period ended March 31, 2024 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 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.

Divestiture of Businesses

On April 1, 2025, subsequent to the three-month period ended March 30, 2025, the Company completed the previously announced sale of its TFP businesses to Toppan for approximately $ 1,800,000 on a cash-free and debt-free basis and subject to customary adjustments.

The Company preliminarily expects to recognize an estimated gain on the divestiture of TFP of at least $ 375,000 , net of tax, in the second quarter of 2025.

On March 2, 2025, the Company completed the sale of its tube and core operations in Venezuela, part of the Industrial Paper Packaging segment, in exchange for a receivable in the amount of $ 145 .

The sale resulted in a loss of $ 5,390 , including $ 3,792 of cumulative translation losses that were reclassified from accumulated other comprehensive income.

This loss is included in “Loss on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

In February 2025, the remaining $ 2,000 of proceeds from the July 1, 2023 sale of the Company’s U.S.

BulkSak business were released to the Company from escrow.

On January 17, 2025, the Company completed the sale of a small construction tube operation in France, part of the Industrial Paper Packaging segment, for cash proceeds of $ 1,513 and recognized a gain of $ 1,207 , which is included in “Loss on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

The sales of the operations in Venezuela and France do not represent a strategic shift for the Company and did not have a major effect on its operations or financial results.

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

Sale of Assets

With the completion of Project Horizon, the Company’s project to convert the corrugated medium machine in Hartsville, South Carolina, to produce uncoated recycled paperboard, the Company now produces paper exclusively from recycled fibers and no longer requires natural tree fiber for production.

Accordingly, on March 29, 2023, the Company sold its timberland properties, totaling approximately 55,000 acres, to Manulife Investment Management for net cash proceeds of $ 70,802 .

The Company disposed of assets with a net book value of $ 9,857 as part of the sale, and recognized a pretax gain from the sale of these assets of $ 60,945 during the three-month period ended April 2, 2023, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income.

Additional Ownership Investment

During the second quarter of 2024, the Company increased its ownership investment in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions from 20.5 % to 39.9 %.

The Company acquired its initial ownership interest in June 2022.

The preferred stock investment increased by $ 18,512 during the second quarter of 2024, which included a $ 10,000 cash payment, a $ 5,400 remeasurement of the fair value of the existing investment, and a $ 2,500 conversion of the carrying value of the outstanding convertible notes into a preferred series stock investment, which yielded a $ 467 fair value increase and a $ 145 increase for interest income earned.

The outstanding investment of $ 21,212 as of September 29, 2024 is included within “Other assets” in the Company’s Condensed Consolidated Balance Sheet.

The remeasurement of the carrying value of the existing investment to fair value during the second quarter of 2024 resulted in a gain of $ 5,867 and interest income of $ 145 , which are included in “Other income, net” and “Interest income,” respectively, in the Company’s Condensed Consolidated Statements of Income.

SONOCO PRODUCTS COMPANY

2 unchanged sentences

Acquisition, Integration, and Divestiture-Related Costs

Acquisition, integration, and divestiture-related costs totaled $ 49,804 and $ 77,734 during the three- and nine-month periods ended September 29, 2024, respectively, primarily related to the pending Eviosys acquisition.

These costs included $ 19,623 and $ 47,553 incurred during the three- and nine-month periods ended September 29, 2024, respectively, for legal and professional fees and other integration and acquisition adjustments that are included in “Selling, general and administrative expenses,” and losses on treasury lock derivative instruments and amortization of financing fees totaling $ 30,181 related to debt instruments associated with the financing of the pending Eviosys acquisition that are included in “Interest expense” in the Company’s Condensed Consolidated Statements of Income.

Acquisition, integration, and divestiture-related costs totaled $ 12,472 and $ 22,192 during the three- and nine-month periods ended October 1, 2023, respectively.

These costs included $ 7,525 and $ 17,245 incurred during the three- and nine-month periods ended October 1, 2023, respectively, for legal and professional fees, investment banking fees, and other transaction costs that are included in “Selling, general and administrative expenses,” and $ 4,947 of amortization of the fair value step-up of inventory, which is included in “Cost of sales” in the Company’s Condensed Consolidated Statements of Income.

Acquisition, integration, and divestiture-related costs from continuing operations totaled $ 27,266 and $ 5,504 during the three-month periods ended March 30, 2025 and March 31, 2024, respectively.

These costs included $ 9,317 and $ 5,504 during the three-month periods ended March 30, 2025 and March 31, 2024, respectively, for legal and professional fees, representation and warranty insurance premiums, as well as employee-related costs, and other integration activity costs that are included in “Selling, general and administrative expenses.” In addition, amortization of the fair value step-up of finished goods inventory totaled $ 17,949 during the three-month period ended March 30, 2025 and is included in “Cost of sales” in the Company’s Condensed Consolidated Statements of Income.

Shareholders’ Equity

1 unchanged sentence

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

Net income from continuing operations $ 49,317 $ 35,512

Net income from continuing operations attributable to noncontrolling interests ( 60 ) ( 48 )

Net income from continuing operations attributable to Sonoco 49,257 35,464

Net income attributable to Sonoco $ 54,429 $ 65,177

Weighted average common shares outstanding 98,913 98,498

Basic 98,683 98,337 98,616 98,276

Dilutive effect of share-based compensation 584 575 605 524

Diluted 99,267 98,912 99,221 98,800

Net income attributable to Sonoco per common share:

Basic $ 0.52 $ 1.33 $ 2.10 $ 4.01

Diluted $ 0.51 $ 1.32 $ 2.09 $ 3.98

Dilutive effect of shared-based compensation 429 661

Diluted outstanding shares 99,342 99,159

Per common share:

Basic earnings per common share:

Net income from continuing operations $ 0.50 $ 0.36

Net income attributable to Sonoco $ 0.55 $ 0.66

Diluted earnings per common share:

Net income from continuing operations $ 0.50 $ 0.36

Net income attributable to Sonoco $ 0.55 $ 0.66

Cash dividends $ 0.52 $ 0.51

4 unchanged sentences

These SARs may become dilutive in the future if the market price of the Company’s common stock appreciates.

The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three- and nine-month periods ended September 29, 2024 and October 1, 2023 were as follows (in thousands):

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three-month periods ended March 30, 2025 and March 31, 2024 were as follows (in thousands):

Three Months Ended

March 30, 2025 March 31, 2024

Anti-dilutive stock appreciation rights 548 340

2 unchanged sentences

Following several repurchase transactions in 2021, a total of $ 137,972 remained available for share repurchases under this authorization as of December 31, 2021.

No shares were repurchased under this authorization during the years ended December 31, 2022 or 2023 or the nine-month period ended September 29, 2024.

Subsequent to 2021, no additional shares have been repurchased under this authorization.

The Company regularly repurchases shares of its common stock to satisfy employee tax withholding obligations in association with certain share-based compensation awards.

These repurchases, which are not part of a publicly announced plan or program, totaled 163 shares during the nine-month period ended September 29, 2024, at a cost of $ 9,172 , and 175 shares during the nine-month period ended October 1, 2023, at a cost of $ 10,605 .

These repurchases, which are not part of a publicly announced plan or program, totaled 220 shares during the three-month period ended March 30, 2025, at a cost of $ 10,573 , and 162 shares during the three-month period ended March 31, 2024, at a cost of $ 9,139 .

Dividend Declarations

2 unchanged sentences

On April 16, 2025, the Board declared a regular quarterly dividend of $ 0.53 per share.

This dividend was paid on June 10, 2024 to all shareholders of record as of May 10, 2024.

On July 17, 2024, the Board declared a regular quarterly dividend of $ 0.52 per share.

This dividend was paid on September 10, 2024 to all shareholders of record as of August 9, 2024.

On October 15, 2024, the Board declared a regular quarterly dividend of $ 0.52 per share.

This dividend is payable on December 10, 2024 to all shareholders of record as of November 8, 2024.

This dividend is payable on

June 10, 2025 to all shareholders of record as of May 9, 2025.

Restructuring and Asset Impairments

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

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

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:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

Restructuring and restructuring-related asset impairment charges $ 13,581 $ 31,010

5 unchanged sentences

The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

Severance and Termination Benefits $ 6,998 $ 17,791

Asset impairments 2,501 6,123 22,844 26,122

Asset Impairment/Disposal of Assets 5,101 8,122

Other Costs 1,482 5,097

Restructuring and restructuring-related asset impairment charges $ 8,190 $ 18,110 $ 59,058 $ 52,981

Total restructuring and restructuring-related asset impairment charges $ 13,581 $ 31,010

The table below sets forth restructuring and restructuring-related asset impairment charges attributable to each reportable segment, the All Other group of businesses, and Corporate-related activity:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Three Months Ended

March 30, 2025 March 31, 2024

Consumer Packaging $ 1,229 $ 4,317

2 unchanged sentences

Corporate ( 151 ) 2,942

Restructuring and restructuring-related asset impairment charges $ 8,190 $ 18,110 $ 59,058 $ 52,981

Total restructuring and restructuring-related asset impairment charges $ 13,581 $ 31,010

Restructuring and restructuring-related asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income.

4 unchanged sentences

Liability at December 31, 2024 $ 24,034 $ — $ 909 $ 24,943

$ 14,315 $ — $ 1,638 $ 15,953

2025 charges 6,998 5,101 1,482 13,581

Cash (payments)/receipts ( 9,271 ) 10 ( 1,452 ) ( 10,713 )

Asset writedowns/disposals — ( 27,065 ) — ( 27,065 )

Asset write downs/disposals — ( 5,111 ) — ( 5,111 )

Foreign currency translation 227 — 274 501

Liability at September 29, 2024

$ 17,355 $ — $ 2,365 $ 19,720

“Severance and termination benefits” during the first nine months of 2024 includes the cost of severance for approximate ly 220 e mployees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, including the relocation of certain facilities in Greece and Germany, and severance related to the closures of paper mills in Sumner, Washington (the “Sumner Mill”) and Kilkis, Greec e (the “Kilkis Mill”), the closures of two small industrial converted products facilities in China, and the closure of an industrial converted products facility in Mississauga, Canada, all part of the Industrial Paper Packaging segment.

“Asset impairments” during the first nine months of 2024 consists primarily of asset impairment charges related to the closures of the Sumner Mill and the Kilkis Mill, both part of the Industrial Paper Packaging segment, and the exit of a small metal canning lid business within Metal Packaging, part of the Consumer Packaging segment.

Liability at March 30, 2025 $ 21,988 $ — $ 1,213 $ 23,201

“Severance and Termination Benefits” during the three-month period ended March 30, 2025 includes the cost of severance for approximately 80 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, including severance related to the closures of a cone facility in China, a cone facility in Mexico, and a partitions facility in Scarborough, Maine, all part of the Industrial Paper Packaging segment.

“Asset Impairment/Disposal of Assets” during the three-month period ended March 30, 2025 consists primarily of asset write-offs related to the closures of the cone facilities in China and Mexico, and the partitions facility in Scarborough, Maine, all part of the Industrial Paper Packaging segment.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

“Other costs” during the first nine months of 2024 consists primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the closure of the Sumner Mill, and ongoing facility carrying costs of previously announced plant closures.

“Other Costs” during the three-month period ended March 30, 2025 consists primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the prior year’s closure of the Company’s paper mill in Sumner, Washington, and ongoing facility carrying costs of previously announced plant closures.

The Company expects to pay the majority of the remaining restructuring reserves by the end of 2025 using cash generated from operations.

2 unchanged sentences

Accumulated Other Comprehensive Loss

The following table summarizes the components of accumulated other comprehensive loss and the changes in the balances of each component of accumulated other comprehensive loss, net of tax as applicable, for the nine-month periods ended September 29, 2024 and October 1, 2023:

Items Defined

Pension Items Cash

Flow Hedges Accumulated

The following table summarizes the components of accumulated other comprehensive loss and the changes in the balances of each component of accumulated other comprehensive loss, net of tax as applicable, for the three-month periods ended March 30, 2025 and March 31, 2024:

Pension Items

Gains and Losses on Cash Flow Hedges Accumulated

Comprehensive

Balance at December 31, 2024 $ ( 410,931 ) $ ( 90,613 ) $ ( 1,190 ) $ ( 502,734 )

$ ( 267,578 ) $ ( 99,627 ) $ 943 $ ( 366,262 )

Other comprehensive (loss) before reclassifications

( 20,387 ) ( 253 ) ( 1,499 ) ( 22,139 )

Amounts reclassified from accumulated other comprehensive loss to net income 2,913 3,411 67 6,391

Other comprehensive (loss)/income ( 17,474 ) 3,158 ( 1,432 ) ( 15,748 )

Balance at September 29, 2024

$ ( 285,052 ) $ ( 96,469 ) $ ( 489 ) $ ( 382,010 )

Balance at December 31, 2022

$ ( 338,316 ) $ ( 90,973 ) $ ( 794 ) $ ( 430,083 )

Other comprehensive income/(loss) before reclassifications 172,072 ( 265 ) 2,024 173,831

Amounts reclassified from accumulated other comprehensive loss to net income 3,792 809 ( 267 ) 4,334

Amounts reclassified from accumulated other comprehensive loss to property, plant, and equipment — — 300 300

Other comprehensive income 175,864 544 1,757 178,165

5,201 2,554 2,218 9,973

Balance at October 1, 2023

$ ( 333,115 ) $ ( 88,419 ) $ 1,424 $ ( 420,110 )

Balance at March 30, 2025 $ ( 235,067 ) $ ( 90,069 ) $ 567 $ ( 324,569 )

Balance at December 31, 2023 $ ( 267,578 ) $ ( 99,627 ) $ 943 $ ( 366,262 )

Other comprehensive (loss)/income before reclassifications ( 19,319 ) ( 932 ) 518 ( 19,733 )

Amounts reclassified from accumulated other comprehensive loss to net income — 975 ( 349 ) 626

Other comprehensive (loss)/income ( 19,319 ) 43 169 ( 19,107 )

Balance at March 31, 2024 $ ( 286,897 ) $ ( 99,584 ) $ 1,112 $ ( 385,369 )

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive loss for the three- and nine-month periods ended September 29, 2024 and October 1, 2023:

The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive loss for the three-month periods ended March 30, 2025 and March 31, 2024:

Amount Reclassified from Accumulated

Other Comprehensive Loss

Three Months Ended Nine Months Ended

Three Months Ended

Details about Accumulated Other

Comprehensive

Loss Components September 29,

2024 October 1,

2023 September 29,

2024 October 1,

Loss Components March 30,

2025 March 31,

2024 Affected Line Item in

2 unchanged sentences

Foreign currency items

Loss on RTS Packaging investment (a)

$ — $ ( 2,033 ) $ — $ ( 2,033 ) Other income, net

Currency translation adjustment loss on Protexic sale (a)

— — ( 2,913 ) — (Loss)/Gain on divestiture of business and other assets

Currency translation adjustment loss on Venezuela sale (a)

$ ( 3,792 ) $ — Loss on divestiture of business and other assets

( 3,792 ) — Net income

4 unchanged sentences

( 41 ) ( 75 ) Cost of sales

Commodity contracts (b)

( 21 ) — ( 21 ) ( 32 ) Cost of sales

358 361 Income before income taxes

2 unchanged sentences

Defined benefit pension items

Pension-related loss upon purchase of remaining ownership interest in RTS Packaging joint venture (a)

— ( 4,756 ) — ( 4,756 ) Other income, net

Effect of settlement loss (c)

( 18 ) ( 16 ) ( 529 ) ( 765 ) Non-operating pension costs

Amortization of defined benefit pension items (c)

10 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended September 29, 2024 and October 1, 2023:

The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended March 30, 2025 and March 31, 2024:

Three Months Ended

September 29, 2024

March 30, 2025

Three Months Ended

October 1, 2023

March 31, 2024

Benefit After Tax

7 unchanged sentences

Defined benefit pension items:

Other comprehensive (loss)/income before reclassifications ( 82 ) 10 ( 72 ) ( 1,137 ) 141 ( 996 )

Other comprehensive income/(loss) before reclassifications ( 346 ) 81 ( 265 ) ( 876 ) ( 56 ) ( 932 )

Amounts reclassified from accumulated other comprehensive loss to net income (b)

1,056 ( 247 ) 809 1,230 ( 255 ) 975

Net other comprehensive income/(loss) from defined benefit pension items 1,134 ( 98 ) 1,036 4,738 ( 1,337 ) 3,401

Net other comprehensive (loss)/income from defined benefit pension items 710 ( 166 ) 544 354 ( 311 ) 43

Gains and losses on cash flow hedges:

Other comprehensive (loss)/income before reclassifications (c)

( 465 ) 90 ( 375 ) ( 369 ) 102 ( 267 )

Other comprehensive (loss)/income before reclassifications 2,715 ( 691 ) 2,024 536 ( 18 ) 518

Amounts reclassified from accumulated other comprehensive loss to net income (c)

8 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the nine-month periods ended September 29, 2024 and October 1, 2023:

Nine Months Ended September 29, 2024 Nine Months Ended October 1, 2023

Benefit After Tax

Amount Before Tax

Benefit After Tax

Foreign currency items:

Net other comprehensive (loss)/income from foreign currency items $ ( 21,610 ) $ 1,223 $ ( 20,387 ) $ 3,168 $ — $ 3,168

Amounts reclassified from accumulated other comprehensive loss to net income (a)

2,913 — 2,913 2,033 — 2,033

Net other comprehensive (loss)/income from foreign currency items ( 18,697 ) 1,223 ( 17,474 ) 5,201 — 5,201

Defined benefit pension items:

Other comprehensive (loss)/income before reclassifications ( 287 ) 34 ( 253 ) ( 5,586 ) 1,541 ( 4,045 )

Amounts reclassified from accumulated other comprehensive loss to net income (b)

4,156 ( 745 ) 3,411 8,827 ( 2,228 ) 6,599

Net other comprehensive income/(loss) from defined benefit pension items 3,869 ( 711 ) 3,158 3,241 ( 687 ) 2,554

Gains and losses on cash flow hedges:

Other comprehensive (loss)/income before reclassifications (c)

( 2,073 ) 574 ( 1,499 ) 6,511 ( 1,400 ) 5,111

Amounts reclassified from accumulated other comprehensive loss to net income (c)

93 ( 26 ) 67 ( 4,188 ) 995 ( 3,193 )

Amounts reclassified from accumulated other comprehensive loss to property, plant and equipment (c)

— — — 401 ( 101 ) 300

Net other comprehensive (loss)/income from cash flow hedges ( 1,980 ) 548 ( 1,432 ) 2,724 ( 506 ) 2,218

Other comprehensive (loss)/income $ ( 16,808 ) $ 1,060 $ ( 15,748 ) $ 11,166 $ ( 1,193 ) $ 9,973

(a) See Note 3 for additional details.

(b) See Note 12 for additional details.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Goodwill and Other Intangible Assets

A summary of the changes in goodwill for the nine-month period ended September 29, 2024 is as follows:

A summary of the changes in goodwill for the three-month period ended March 30, 2025 is as follows:

Packaging Industrial Paper Packaging All Other Total

Goodwill at December 31, 2024 $ 1,807,971 $ 486,636 $ 231,050 $ 2,525,657

Divestitures — — ( 16,559 ) ( 16,559 )

Foreign currency translation ( 371 ) ( 5,578 ) 275 ( 5,674 )

Measurement period adjustments 595 — — 595

Goodwill at September 29, 2024 $ 1,048,416 $ 500,828 $ 231,723 $ 1,780,967

Goodwill activity reflected under the caption “Divestitures” relates to the April 2024 divestiture of Protexic.

See Note 3 for additional information.

Goodwill activity reflected under the caption “Measurement period adjustments” relates to the prior year acquisition of Inapel.

Foreign currency translation 58,441 7,543 ( 3,033 ) 62,951

Goodwill at March 30, 2025 $ 1,867,007 $ 494,179 $ 228,017 $ 2,589,203

Goodwill activity reflected under the caption “Measurement period adjustments” relates to the prior year acquisition of Eviosys.

See Note 4 for additional information.

4 unchanged sentences

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.

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.

At September 29, 2024, the total goodwill associated with the Plastics-Medical, Plastics-Food, and Metal Packaging reporting units was $ 64,881 , $ 198,807 , and $ 384,315 , respectively.

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 t o 13.8 %, 12.4 %, and 12.1 %, respectively, in order for the estimated fair values of the reporting units to fall below carrying values.

During the time subsequent to the annual evaluation, and at September 29, 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.

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

The total goodwill associated with the Metal Packaging - US reporting unit was $ 384,315 at March 30, 2025.

During the time subsequent to the annual evaluation, and at March 30, 2025, 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.

3 unchanged sentences

Other Intangible Assets

A summary of other intangible assets as of September 29, 2024 and December 31, 2023 is as follows:

September 29,

A summary of other intangible assets as of March 30, 2025 and December 31, 2024 is as follows:

2025 December 31,

14 unchanged sentences

Other Intangible Assets, net $ 2,623,961 $ 2,586,698

“Total Other Intangibles Assets, gross” and “Total Accumulated Amortization” were both reduced by $ 54,860 during the first nine months of 2024 as a result of the divestiture of Protexic in April 2024.

These fully amortized intangible assets consisted primarily of customer lists.

During the first quarter of 2025, the Company recorded measurement period adjustments related to the December 4, 2024 acquisition of Eviosys that reduced the previously reported fair value of customer lists by $ 5,253 .

The effect on amortization expense in the prior period was immaterial.

See Note 4 for additional information.

2 unchanged sentences

The Company has no intangible assets with indefinite lives.

Aggregate amortization expense was $ 22,645 and $ 21,379 for the three-month periods ended September 29, 2024 and October 1, 2023, respectively, and $ 68,095 and $ 63,082 for the nine-month periods ended September 29, 2024 and October 1, 2023, respectively.

Aggregate amortization expense was $ 41,961 and $ 17,894 for the three-month periods ended March 30, 2025 and March 31, 2024, respectively.

Amortization expense on other intangible assets is expected to total approximately $ 169,900 in 2025, $ 168,300 in 2026, $ 167,600 in 2027, $ 167,400 in 2028 and $ 165,100 in 2029.

9 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table sets forth the balance sheet location and values of the Company’s SCF Program obligations at September 29, 2024 and December 31, 2023:

Balance Sheet Line Item September 29, 2024 December 31, 2023

The following table sets forth the balance sheet location and values of the obligations under the Company’s SCF Programs at March 30, 2025 and December 31, 2024:

Balance Sheet Line Item March 30, 2025 December 31, 2024

Payable to suppliers (a)

1 unchanged sentence

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

Details of the Company’s debt at September 29, 2024 and December 31, 2023 are as follows:

September 29,

Details of the Company’s debt at March 30, 2025 and December 31, 2024 are as follows:

2025 December 31, 2024

Commercial paper $ 528,000 $ —

364-Day term loan due December 2025 1,495,787 1,493,568

Term loan due December 2026 698,459 698,167

Syndicated term loan due August 2028 497,832 497,674

1.800 % notes due February 2025

399,734 399,149

4.450 % notes due September 2026

497,327 496,869

2.250 % notes due February 2027

1 unchanged sentence

4.600 % notes due September 2029

594,806 594,519

3.125 % notes due May 2030

3 unchanged sentences

5.000 % notes due September 2034

690,059 689,802

5.750 % notes due November 2040

4 unchanged sentences

Total debt 7,126,124 7,040,021

Less current portion and short-term notes ( 481,706 ) ( 47,132 )

Notes payable and current portion of long-term debt ( 2,147,787 ) ( 2,054,525 )

Long-term debt $ 4,978,337 $ 4,985,496

On May 3, 2024, the Company entered into an Amended and Restated Credit Agreement (the “Agreement”) to extend the maturity and make certain other changes to the terms under the Company’s existing five -year credit agreement dated June 21, 2021.

The Agreement increases the commitments under the Company’s revolving credit facility by $ 350,000 to $ 1,250,000 and extends the maturity date to May 3, 2029.

The Company also increased its $ 500,000 commercial paper program by $ 750,000 to $ 1,250,000 .

The commercial paper program will continue to be supported by the revolving credit facility.

At September 29, 2024 , the Company had $ 33,983 in commercial paper balances outstanding;

accordingly, the committed capacity available for drawdown under its revolving credit facility at September 29, 2024 was $ 1,216,017 .

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 (the “Term Credit Agreement”).

The Term Credit Agreement provides the Company with the ability to borrow up to $ 700,000 on an unsecured basis (the “Term Loan Facility”) to finance a portion of the cash consideration for the Company’s pending acquisition of Eviosys.

Funding of the Term Loan Facility is expected to take place substantially concurrently with the closing of the acquisition of Eviosys.

Borrowings under the Term Loan Facility, net of any prepayments, will become payable in full on the second anniversary of the Funding Date (as defined in the Term Credit Agreement) 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 of case of Term SOFR Loans, an adjustment of 10 basis points.

As of September 29, 2024, no draws have been made under the Term Loan Facility.

Included in “Other foreign denominated debt” at March 30, 2025 and December 31, 2024 are $ 51,949 and $ 73,487 , respectively, 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, “Transfers and Servicing,” were not met.

Additions to and settlements of these obligations are reflected as “Proceeds from issuance of debt” and “Principal repayment of debt,” respectively, in “Net cash provided/(used) by financing activities” in the Company’s Condensed Consolidated Statements of Cash Flows.

On February 3, 2025, the Company repaid the $ 400,000 aggregate principal amount of its 1.800 % notes due February 2025 upon maturity using proceeds from the issuance of commercial paper.

The Company maintains a revolving credit facility with total commitments of $ 1,250,000 and a maturity date of May 3, 2029.

The Company’s $ 1,250,000 commercial paper program is supported by the revolving credit facility.

At March 30, 2025 , the Company had $ 528,000 in commercial paper balances outstanding;

accordingly, the committed capacity available for drawdown under its revolving credit facility at March 30, 2025 was $ 722,000 .

On April 1, 2025, subsequent to the end of the three-month period ended March 30, 2025 , the Company completed the sale of TFP.

On April 3, 2025, the Company used a portion of the cash proceeds from the sale to repay the outstanding $ 1,500,000 principal amount of borrowings under its 364 -day term loan facility.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

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 (the “ 364-Day Term Credit Agreement”).

The 364-Day Term Credit Agreement 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 pending acquisition of Eviosys.

Funding of the 364-Day Term Loan Facility is expected to take place substantially concurrently with the closing of the Eviosys acquisition.

Borrowings under the 364-Day Term Loan Facility will bear interest under the same terms as the Term Loan Facility and will become payable in full 364 days following the funding date.

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 intends to use an amount equal to the net proceeds from the offering of the Notes, together with borrowings under its Term Loan Facility and 364-Day Term Loan Facility and, if needed, cash on hand or additional borrowings under its existing revolving credit facility, to fund the cash consideration payable by the Company in connection with the Company’s pending acquisition of Eviosys and to pay related fees and expenses.

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 $ 18,578 and $ 19,000 were amortized to interest expense during the three- and nine-month periods ended September 29, 2024.

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

The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage and a minimum level of net worth, as defined in the agreements.

As of September 29, 2024, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.

As of March 30, 2025, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.

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.

September 29, 2024 December 31, 2023

March 30, 2025 December 31, 2024

Value Carrying

2 unchanged sentences

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.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Cash Flow Hedges

At September 29, 2024 and December 31, 2023, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows.

These contracts, w hich have maturities ranging from July 2024 to December 2024, qualify as cash flow hedges under U.S.

generally accepted accounting principles (“GAAP”).

At March 30, 2025 and December 31, 2024, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows.

These contracts, w hich have maturities ranging from April 2025 to 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.

2 unchanged sentences

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

At September 29, 2024, these contracts included natural gas swaps covering approximatel y 20 thousand metric million British thermal units (“MMBTUs”).

These contracts represented approximately 0.9 % of anticipated u sage in North America for the remainder of 2024 .

At March 30, 2025, there were no natural gas swaps covering anticipated natural gas usage in 2025, and aluminum swaps covering 4,179 metric tons of aluminum represented approximately 38.0 % of anticipated aluminum usage for 2025.

The fair value of the Company’s commodity cash flow hedges netted to gain positions of $ 116 and $ 652 at March 30, 2025 and December 31, 2024, respectively.

The amount of the gain included in accumulated other comprehensive income at March 30, 2025 expected to be reclassified to the income statement during the next twelve months is $ 116 .

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

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

At September 29, 2024 , the Company had also designated swap contracts covering 133 metric tons of aluminum as cash flow hedges.

The fair value of the Company’s commodity cash flow hedges netted to loss positions of $( 4 ) and $( 41 ) at September 29, 2024 and December 31, 2023, respectively.

The amount of the loss included in accumulated other comprehensive loss at September 29, 2024 expected to be reclassified to the income statement during the next twelve months is $( 4 ).

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Foreign Currency Cash Flow Hedges

The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur in 2024 and 2025.

The net positions of these contracts at September 29, 2024 were as follows (in thousands):

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 March 30, 2025 were as follows (in thousands):

Currency Action Quantity

USD Contracts

Colombian peso purchase 20,102,855

Mexican peso purchase 297,228

Polish zloty purchase 32,938

Danish krone purchase 120,270

Swedish krona sell ( 2,124 )

Polish zloty purchase 99,563

Czech koruna purchase 87,666

Turkish lira purchase 86,103

Euro purchase 2,687

Canadian dollar purchase 2,487

Swedish krona sell ( 4,565 )

British pound sell ( 4,428 )

Euro Contracts

Euro purchase 29,132

Turkish lira purchase 11,092

Brazilian real purchase 13,088

British pound sell ( 5,382 )

The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a loss position of $( 654 ) and a gain position of $ 1,502 at September 29, 2024 and December 31, 2023, respectively.

Losses of $( 654 ) are expected to be reclassified from accumulated other comprehensive income to the income statement during the next twelve months.

USD sell ( 762 )

Hungarian forint sell ( 4,336,028 )

The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $ 1,120 and a loss position of $( 1,841 ) at March 30, 2025 and December 31, 2024, respectively.

Gains of $ 1,120 are expected to be reclassified from accumulated other comprehensive income to the income statement during the next twelve months.

SONOCO PRODUCTS COMPANY

12 unchanged sentences

The foreign currency translation gain of approximately $ 3,143 , net of tax, is included as a component of “Accumulated other comprehensive loss.”

Following the unwind of the swaps, the Company entered into new cross-currency swap agreements with a total notional amount of $ 500,000 to effectively convert a portion of the Company’s fixed-rate U.S.

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.

2 unchanged sentences

dollar exchange rate market.

The fair value of the Company’s net investment hedges were loss positions of $( 18,941 ) and $( 5,073 ) at September 29, 2024 and December 31, 2023, respectively.

Translation losses of $ 14,111 (net of income taxes of $ 4,830 ) and $ 3,779 (net of income taxes of $ 1,294 ) were reported as components of “Accumulated other comprehensive loss” within “Foreign currency items” at September 29, 2024 and December 31, 2023, respectively.

The fair value of the Company’s net investment hedges was a loss position of $ 49,242 and a gain position of $ 11,919 at March 30, 2025 and December 31, 2024, respectively.

A foreign currency translation loss of $ 36,685 (net of income taxes of $ 12,557 ) and a gain of $ 8,880 (net of income taxes of $ 3,039 ) were reported as components of “Accumulated other comprehensive loss” within “Foreign currency items” at March 30, 2025 and December 31, 2024, respectively.

Non-Designated Derivatives

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

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

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.

Cash flows from derivative financial instruments not designated as hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

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 September 29, 2024, were as follows (in thousands):

The net currency positions of these non-designated contracts at March 30, 2025, were as follows (in thousands):

Currency Action Quantity

USD Contracts

Colombian peso purchase 62,149,892

Mexican peso purchase 282,395

Indonesian rupiah purchase 14,957,473

Thai baht sell ( 30,514 )

Euro purchase 426

Canadian dollar purchase 3,695

Euro Contracts

British pound sell ( 99,984 )

Polish zloty sell ( 51,255 )

Thai baht sell ( 468,966 )

1 unchanged sentence

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

At September 29, 2024, these contracts consisted of natural gas swaps covering approximately 7.3 million MMBTUs and represented approximately 92 % and 74 % of anticipated usage for the remainder of 2024 and 2025, respectively.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Interest Rate Hedges

In anticipation of the offering of the Notes , th e 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 ).

T he loss is included in “Interest expense” in the Company’s Condensed Consolidated Statements of Income for the three- and nine-month periods ended September 29, 2024 .

The fair value of the Company’s non-designated deriva tives position was a loss of $( 3,183 ) and $( 6,790 ) at September 29, 2024 and December 31, 2023, respectively.

The following table sets forth the location and fair values of the Company’s derivative instruments at September 29, 2024 and December 31, 2023:

Description Balance Sheet Location September 29, 2024 December 31, 2023

At March 30, 2025, these contracts consisted of natural gas swaps covering approximately 3.8 million metric million British thermal units (“MMBTUs”) and represented approximately 74.5 % of anticipated usage in North America for the remainder of 2025.

The fair value of the Company’s non-designated deriva tives position was a gain of $ 2,955 and a loss of $( 2,694 ) at March 30, 2025 and December 31, 2024, respectively.

The following table sets forth the location and fair values of the Company’s derivative instruments at March 30, 2025 and December 31, 2024:

Description Balance Sheet Location March 30, 2025 December 31, 2024

Derivatives designated as hedging instruments:

3 unchanged sentences

Foreign Exchange Contracts Accrued expenses and other ( 2,039 ) ( 3,909 )

Net Investment Hedge Prepaid expense 4,836 5,567

Net investment hedge Prepaid expenses 25,273 26,833

Net investment hedge Other assets — 1,845

Net investment hedge Other liabilities ( 74,515 ) ( 16,759 )

1 unchanged sentence

Commodity Contracts Prepaid expenses $ 3,476 $ 961

Commodity Contracts Other assets 346 —

Commodity Contracts Accrued expenses and other ( 18 ) ( 574 )

Commodity Contracts Other liabilities ( 33 ) —

Foreign Exchange Contracts Prepaid expenses 385 ( 59 )

5 unchanged sentences

(Dollars and shares in thousands except per share data)

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended September 29, 2024 and October 1, 2023, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures:

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended March 30, 2025 and March 31, 2024, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures:

Description Amount of Gain or

8 unchanged sentences

Derivatives in Cash Flow Hedging Relationships:

Three-month period ended September 29, 2024

Three-month period ended March 30, 2025

Foreign Exchange Contracts $ 3,251 Net sales $ 399

1 unchanged sentence

Commodity Contracts ( 536 ) Cost of sales —

Three-month period ended October 1, 2023

Three-month period ended March 31, 2024

Foreign Exchange Contracts $ 561 Net sales $ 436

5 unchanged sentences

Derivatives not Designated as Hedging Instruments:

Three-month period ended September 29, 2024

Three-month period ended March 30, 2025

Commodity Contracts $ 3,337 Cost of sales

Foreign Exchange Contracts 3,569 Selling, general and administrative

Three-month period ended October 1, 2023

Three-month period ended March 31, 2024

Commodity Contracts $ ( 2,558 ) Cost of sales

Foreign Exchange Contracts 305 Selling, general and administrative

Three-month period ended September 29, 2024 Three-month period ended October 1, 2023

Description Revenue Cost of

sales Revenue Cost of

Description Revenue Cost of sales Revenue Cost of sales

Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income $ 399 $ ( 41 ) $ 436 $ ( 75 )

7 unchanged sentences

(Dollars and shares in thousands except per share data)

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the nine-month periods ended September 29, 2024 and October 1, 2023, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to the carrying value of the capitalized expenditures:

Description Amount of Gain or

(Loss) Recognized

Derivatives Location of Gain

Reclassified from

Accumulated OCI

Into Income Amount of Gain or

(Loss) Reclassified

from Accumulated

OCI Into Income

Derivatives in Cash Flow Hedging Relationships:

Nine-month period ended September 29, 2024

Foreign Exchange Contracts $ ( 2,094 ) Net sales $ 153

Cost of sales ( 225 )

Commodity Contracts 16 Cost of sales ( 21 )

Nine-month period ended October 1, 2023

Foreign Exchange Contracts $ 6,517 Net sales $ 6,772

Cost of sales ( 2,552 )

Commodity Contracts ( 6 ) Cost of sales ( 32 )

Description Gain or (Loss)

Recognized Location of Gain or (Loss) Recognized in

Income Statement

Derivatives not Designated as Hedging Instruments:

Nine-month period ended September 29, 2024

Commodity Contracts $ ( 3,465 ) Cost of sales

Foreign Exchange Contracts ( 4,039 ) Selling, general and administrative

Nine-month period ended October 1, 2023

Commodity Contracts $ ( 13,635 ) Cost of sales

Foreign Exchange Contracts 4,651 Selling, general and administrative

Nine-month period ended September 29, 2024 Nine-month period ended October 1, 2023

Description Revenue Cost of

sales Revenue Cost of

Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income $ 153 $ ( 246 ) $ 6,772 $ ( 2,584 )

Gain or (loss) on cash flow hedging relationships:

Foreign exchange contracts:

Amount of gain/(loss) reclassified from accumulated other comprehensive income into net income $ 153 $ ( 225 ) $ 6,772 $ ( 2,552 )

Commodity contracts:

Amount of gain reclassified from accumulated other comprehensive income into net income $ — $ ( 21 ) $ — $ ( 32 )

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Fair Value Measurements

7 unchanged sentences

The following table sets forth information regarding the Company’s financial assets and financial liabilities, excluding retirement and postretirement plan assets, measured at fair value on a recurring basis:

Description September 29, 2024 Assets measured

Description March 30, 2025 Assets measured

at NAV Level 1 Level 2 Level 3

18 unchanged sentences

None of the Company’s financial assets or liabilities are measured at fair value using significant unobservable inputs.

There were no transfers in or out of Level 1 or Level 2 fair value measurements during the three- and nine-month periods ended September 29, 2024.

There were no transfers in or out of Level 1 or Level 2 fair value measurements during the three-month period ended March 30, 2025.

The Company has an investment in the preferred stock of a nonaffiliated private company.

1 unchanged sentence

Observable price changes would consist of Lev el 2 inputs based on privately negotiated transactions with the nonaffiliated company.

The total investment in p referred stock of $ 21,212 is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheet as of September 29, 2024.

The total investment in p referred stock of $ 21,212 is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheet as of March 30, 2025.

SONOCO PRODUCTS COMPANY

3 unchanged sentences

See Note 4 for a discussion of assets acquired and liabilities assumed in acquisitions and sold in dispositions, and Note 6 for a discussion of asset impairments associated with restructuring activities.

The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at September 29, 2024 or December 31, 2023.

The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at March 30, 2025 or December 31, 2024.

Employee Benefit Plans

1 unchanged sentence

The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, France, and Turkey.

Following the acquisition of Eviosys on December 4, 2024, the Company now also provides non-contributory defined benefit pension plans for certain of its employees in Italy, Switzerland, Spain, and Ireland.

The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements.

The components of net periodic benefit cost/(income) include the following:

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

The components of net periodic benefit cost include the following:

Three Months Ended

March 30, 2025 March 31, 2024

Retirement Plans

4 unchanged sentences

Amortization of net actuarial loss 988 1,075

Effect of settlement loss 18 16 529 765

Net periodic benefit cost $ 4,300 $ 3,948

3 unchanged sentences

Expected return on plan assets ( 100 ) ( 98 )

Amortization of prior service cost 95 — 287 —

Amortization of prior service credit 94 96

Amortization of net actuarial gain ( 214 ) ( 146 )

Net periodic benefit cost/(income) $ 48 $ ( 88 ) $ 143 $ ( 264 )

Settlement Charges

The Company recognized settlement ch arges of $ 529 and $ 765 during the nine-month periods ended September 29, 2024 and October 1, 2023, respectively.

These charges resulted from payments made to certain participants in the Company’s non-union Canadian pension plan who elected a lump sum distribution option upon retirement.

Net periodic benefit cost $ 56 $ 156

Contributions

The Company made aggregate contributions of $ 14,680 and $ 10,311 to its defined benefit retirement and retiree health and life insurance plans during the nine-month periods ended September 29, 2024 and October 1, 2023, respectively.

The Company made aggregate contributions of $ 4,223 and $ 3,989 to its defined benefit retirement and retiree health and life insurance plans during the three-month periods ended March 30, 2025 and March 31, 2024, respectively.

The Company expects to make additional aggregate contributions of approximately $ 18,800 to its defined benefit retirement and retiree health and life insurance plans over the remainder of 2025.

RTS Packaging Pension 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 projected benefit obligation of $ 43,547 and plan assets of $ 33,109 , resulting in an unfunded pension obligation of $ 10,438 .

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

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

The pre-tax loss is reflected in “Other income, net” in the Company’s Condensed Consolidated Statements of Income for the three- and nine-month periods ended October 1, 2023.

The Company’s effective tax rates for the three- and nine-month periods ended September 29, 2024 were 30.4 % and 24.6 %, respectively, and its rates for the three- and nine-month periods ended October 1, 2023 were 23.6 % and 24.8 %, respectively.

The Company’s effective tax rates for the three-month periods ended March 30, 2025 and March 31, 2024 were 30.9 % and 18.6 %, respectively.

The Company’s effective tax rates varied from the U.S.

3 unchanged sentences

With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years prior to 2019.

The Company’s reserve for uncertain tax benefits increased by $ 3,400 from December 31, 2023 to September 29, 2024 due primarily to an increase in reserves related to existing tax positions.

The Company believes that it is reasonably possible that the amount reserved for unrecognized tax benefits at September 29, 2024 could increase by approximately $ 1,400 over the next twelve months.

The Company’s reserve for uncertain tax benefits decreased by $ 358 from December 31, 2024 to March 30, 2025 due primarily to a decrease in reserves related to existing tax positions.

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.

10 unchanged sentences

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

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

The acquisitions included operating lease assets of $ 34,894 and operating lease liabilities of $ 34,604 .

For additional information about these acquisitions, see Note 3.

The Company completed the sale of Protexic on April 1, 2024.

The divestiture included operating lease assets of $ 21,989 and operating lease liabilities of $ 22,396 .

For more information about this divestiture, see Note 3.

The following table sets forth the balance sheet location and aggregate values of the Company’s lease assets and lease liabilities at September 29, 2024 and December 31, 2023:

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 of 8.1 years and a weighted-average discount rate of 4.5 % .

For additional information about this acquisition, see Note 4.

The following table sets forth the balance sheet location and aggregate values of the Company’s lease assets and lease liabilities at March 30, 2025 and December 31, 2024:

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

Classification Balance Sheet Location September 29, 2024 December 31, 2023

Classification Balance Sheet Location March 30, 2025 December 31, 2024

Operating lease assets Right of Use Asset - Operating Leases $ 329,601 $ 307,688

3 unchanged sentences

Current operating lease liabilities Accrued expenses and other $ 57,123 $ 52,648

Current finance lease liabilities Notes payable and current portion of debt 23,986 18,791

Current finance lease liabilities Notes payable and current portion of long-term debt 24,373 22,284

Total current lease liabilities $ 81,496 $ 74,932

7 unchanged sentences

Because the right of use assets recorded on the balance sheet were determined based upon factors considered at the commencement date of the leases, subsequent changes in the rate or index that were not contemplated in the right of use asset balances recorded on the balance sheet for certain leases with rate or index-related terms result in variable expenses being incurred when paid during the lease term.

The following table sets forth the components of the Company’s total lease cost for the three- and nine-month periods ended September 29, 2024 and October 1, 2023:

Three Months Ended Nine Months Ended

Lease Cost September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

The following table sets forth the components of the Company’s total lease cost for the three-month periods ended March 30, 2025 and March 31, 2024:

Three Months Ended

Lease Cost March 30, 2025 March 31, 2024

Operating lease cost (a) $ 15,484 $ 13,370

3 unchanged sentences

Variable lease cost (a) (c) 12,422 6,597

Impairment charges 281 — 281 —

Impairment charges (d) 633 —

Total lease cost $ 32,241 $ 23,973

2 unchanged sentences

(d) Impairment charges are included in “Restructuring/asset impairment charges” in the Company’s Condensed Consolidated Statements of Income.

See Note 6 for additional information.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

The following table sets forth certain lease-related information for the nine-month periods ended September 29, 2024 and October 1, 2023:

Nine Months Ended

September 29, 2024 October 1, 2023

The following table sets forth certain lease-related information for the three-month periods ended March 30, 2025 and March 31, 2024:

Three Months Ended

March 30, 2025 March 31, 2024

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

Modification to leased assets for increase in operating lease liabilities $ 16,626 $ 4,171

Modification to leased assets for increase in finance lease liabilities $ 53 $ 12

Modification to leased assets for increase/(decrease) in finance lease liabilities $ ( 10,440 ) $ —

Termination reclasses to decrease operating lease assets $ ( 232 ) $ ( 1,103 )

18 unchanged sentences

Contract assets and liabilities are reported in “Other receivables” and “Accrued expenses and other,” respectively, in the Company’s Condensed Consolidated Balance Sheets.

September 29, 2024 December 31, 2023

March 30, 2025 December 31, 2024

Contract Assets $ 80,294 $ 67,062

3 unchanged sentences

(Dollars and shares in thousands except per share data)

Significant changes in the contract assets and liabilities balances during the nine-month period ended September 29, 2024 and the year ended December 31, 2023 were as follows:

September 29, 2024 December 31, 2023

Significant changes in the contract assets and liabilities balances during the three-month period ended March 30, 2025 and the year ended December 31, 2024 were as follows:

March 30, 2025 December 31, 2024

Asset Contract

2 unchanged sentences

Beginning Balance $ 67,062 $ ( 60,024 ) $ 14,754 $ ( 15,252 )

Acquired/sold as part of a business combination/divestiture

— 194 — ( 1,436 )

Acquired as part of a business combination — — 62,439 ( 47,478 )

Revenue deferred or rebates accrued — ( 11,812 ) — ( 25,736 )

2 unchanged sentences

Increases due to rights to consideration for customer specific goods produced, but not billed during the period 80,294 — 67,062 —

Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combinations ( 54,334 ) — ( 56,008 ) —

Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combination ( 67,062 ) — ( 77,193 ) —

Ending Balance $ 80,294 $ ( 43,428 ) $ 67,062 $ ( 60,024 )

4 unchanged sentences

Contract assets and liabilities are generally short in duration given the nature of products produced by the Company.

The following tables set forth information about revenue disaggregated by primary geographic regions for the three-month periods ended September 29, 2024 and October 1, 2023.

The following tables set forth information about revenue disaggregated by primary geographic regions for the three-month periods ended March 30, 2025 and March 31, 2024.

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 17 .

Three-month period ended September 29, 2024 Consumer Packaging Industrial Paper Packaging All Other Total

Three-month period ended March 30, 2025 Consumer Packaging Industrial Paper Packaging All Other Total

Primary Geographical Markets:

United States $ 448,034 $ 357,586 $ 69,478 $ 875,098

Europe 114,943 91,138 15,952 222,033

Europe, Middle East and Africa (EMEA) 567,024 86,109 14,473 667,606

Canada 3,865 21,434 — 25,299

Asia 25,492 55,888 572 81,952

Asia Pacific 24,639 35,837 251 60,727

Other 23,031 56,743 724 80,498

3 unchanged sentences

(Dollars and shares in thousands except per share data)

Three-month period ended October 1, 2023 Consumer Packaging Industrial Paper Packaging All Other Total

Primary Geographical Markets:

United States $ 765,243 $ 335,136 $ 122,494 $ 1,222,873

Europe 119,511 91,175 14,941 225,627

Canada 29,268 24,866 — 54,134

Asia 24,828 59,284 628 84,740

Other 45,990 69,574 7,481 123,045

Total $ 984,840 $ 580,035 $ 145,544 $ 1,710,419

The following tables set forth information about revenue disaggregated by primary geographic regions for the nine-month periods ended September 29, 2024 and October 1, 2023.

The tables also include a reconciliation of disaggregated revenue with reportable segments.

Nine-month period ended September 29, 2024 Consumer

Packaging Industrial

Packaging All Other Total

Primary Geographical Markets:

United States $ 2,129,839 $ 1,073,073 $ 279,783 $ 3,482,695

Europe 337,435 285,266 44,970 667,671

Canada 99,166 73,155 — 172,321

Asia 75,886 166,774 1,284 243,944

Other 179,491 180,644 10,122 370,257

Total $ 2,821,817 $ 1,778,912 $ 336,159 $ 4,936,888

Nine-month period ended October 1, 2023 Consumer Packaging Industrial Paper Packaging All Other Total

Three-month period ended March 31, 2024 Consumer Packaging Industrial Paper Packaging All Other Total

Primary Geographical Markets:

United States $ 422,592 $ 354,366 $ 109,568 $ 886,526

Europe 358,183 300,145 51,001 709,329

Europe, Middle East and Africa (EMEA) 105,136 97,700 14,390 217,226

Canada 3,903 24,770 — 28,673

Asia 73,430 173,903 1,322 248,655

Asia Pacific 24,463 56,950 354 81,767

Other 25,576 59,274 9,594 94,444

2 unchanged sentences

The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other.

Effective January 1, 2024, the Company integrated its flexible packaging and thermoformed packaging businesses within its Consumer Packaging segment in order to streamline operations, enhance customer service, and better position the business for accelerated growth.

As a result, the Company changed its operating and reporting structure to reflect the way it now manages its operations, evaluates performance, and allocates resources.

Accordingly, the Company’s consumer thermoformed businesses moved from the All Other group of businesses to the Consumer Packaging segment.

The Company’s Industrial Paper Packaging segment was not affected by these changes.

All prior year segment results presented below have been recast to conform to the new presentation.

Also 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 operations reduced “Cost of sales” for the three- and nine-month periods ended September 29, 2024.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

The products produced and sold within the Consumer Packaging segment consist primarily of round and shaped rigid paper, steel and plastic containers;

metal and peelable membrane ends, closures, and components;

thermoformed plastic trays and applications;

and high-barrier flexible packaging.

The 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;

2 unchanged sentences

The primary products produced within the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials.

The following table sets forth net sales, intersegment sales, and segment operating profit.

Segment operating profit is the measure of segment profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance in accordance with ASC 280 - “Segment Reporting,” as prescribed by the FASB.

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 CODM uses operating profit for each segment in the annual budgeting and forecasting process and reviews 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 last-in, first-out (“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.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

The following table sets forth financial information about each of the Company’s reportable segments:

SEGMENT FINANCIAL INFORMATION

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

Consumer Packaging $ 983,511 $ 984,840 $ 2,821,817 $ 2,914,168

Industrial Paper Packaging 585,082 580,035 1,778,912 1,781,033

Total reportable segments 1,568,593 1,564,875 4,600,729 4,695,201

All Other 107,273 145,544 336,159 450,291

Net Sales $ 1,675,866 $ 1,710,419 $ 4,936,888 $ 5,145,492

Three-month period ended March 30, 2025 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Sales from external customers $ 1,066,593 $ 557,709 $ 1,624,302

Intersegment sales (1)

2,769 27,015 29,784

$ 1,069,362 $ 584,724 $ 1,654,086

Reconciliation of sales

Other sales (2)

Elimination of intersegment sales ( 31,147 )

Total consolidated sales $ 1,709,228

Cost of sales (4)

( 853,732 ) ( 421,983 )

Other segment items (5)

( 74,859 ) ( 91,617 )

Segment operating profit $ 140,771 $ 71,124 $ 211,895

Other segment disclosures:

Equity in (loss)/earnings of affiliates, net of tax $ ( 51 ) $ 1,972

Depreciation, depletion and amortization (6)

$ 48,955 $ 28,333

Intersegment sales are recorded at a market-related transfer price.

Sales from businesses below the quantitative threshold are attributable to the group of businesses within All Other.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

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.

Other segment items consists of:

Consumer Packaging:

Labor and benefits, consulting and professional services, travel, communication, facilities and supplies.

Industrial Paper Packaging:

Total reportable segments 30,841 5,788 94,219 84,290

All Other 1,875 1,740 5,525 6,374

Labor and benefits, consulting and professional services, travel, communication, facilities and supplies.

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.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Three-month period ended March 31, 2024 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Sales from external customers $ 581,670 $ 593,060 $ 1,174,730

Intersegment sales (1)

1,775 28,417 $ 30,192

$ 583,445 $ 621,477 $ 1,204,922

Reconciliation of sales

Other sales (2)

Elimination of intersegment sales ( 31,983 )

Total consolidated sales $ 1,308,636

Cost of sales (4)

( 479,490 ) ( 459,134 )

Other segment items (5)

( 45,388 ) ( 96,499 )

Segment operating profit $ 58,567 $ 65,844 $ 124,411

Other segment disclosures:

Equity in earnings of affiliates, net of tax $ 13 $ 1,124

Depreciation, depletion and amortization (6)

$ 24,897 $ 28,503

Intersegment sales are recorded at a market-related transfer price.

Sales from businesses below the quantitative threshold are attributable to the group of businesses within All Other.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Other segment items consists of:

Consumer Packaging:

Labor and benefits, consulting and professional services, travel, communication, facilities and supplies.

Industrial Paper Packaging:

Segment operating profit $ 193,227 $ 191,806 $ 531,198 $ 570,821

(1) Intersegment sales are recorded at a market-related transfer price.

(2) Segment operating profit viewed by the Company’s management to evaluate segment performance does not include the following:

restructuring/asset impairment charges;

amortization of acquisition intangibles;

acquisition, integration and divestiture-related costs;

changes in last-in, first-out inventory reserves;

gains/losses from the sale of businesses or other assets;

derivative gains/losses;

or certain other items, if any, the exclusion of which the Company’s management believes improves the comparability and analysis of the ongoing operating performance of the business.

All other general corporate expenses have been allocated as operating costs to each of the Company’s reportable segments and the All Other group of businesses.

Labor and benefits, consulting and professional services, travel, communication, facilities and supplies.

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.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

The following table sets forth the reconciliation of segment operating profit to “Income before income taxes” for the periods presented.

Three Months Ended Nine Months Ended

September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023

The following table sets forth the reconciliation of segment operating profit to “Income from continuing operations before income taxes” for the periods presented.

Three Months Ended

March 30, 2025 March 31, 2024

Segment operating profit $ 211,895 $ 124,411

Other operating profits (1)

11,926 17,125

All Other operating profit 17,440 20,740 48,430 66,085

Unallocated amounts:

Restructuring/Asset impairment charges ( 13,581 ) ( 31,010 )

Amortization of acquisition intangibles ( 41,961 ) ( 17,894 )

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

( 31,770 ) ( 537 ) ( 27,292 ) 78,844

Loss from divestiture of business and other assets

Acquisition, integration and divestiture-related costs ( 27,266 ) ( 5,504 )

( 19,623 ) ( 12,472 ) ( 47,553 ) ( 22,192 )

Changes in LIFO inventory reserves ( 562 ) ( 431 )

Net gains from derivatives 210 3,308 3,981 1,513

Other operating income/(charges), net (3)

Derivative gains 2,949 286

Other corporate costs (2)

( 11,098 ) ( 11,088 )

Operating profit 128,132 162,937 380,957 580,444

Other income, net — 36,943 5,867 36,943

Other operating charges, net (3)

( 1,259 ) ( 3,323 )

Other expenses, net (4)

Non-operating pension costs ( 3,121 ) ( 3,295 )

Interest expense ( 56,027 ) ( 30,164 )

( 61,643 ) ( 32,847 ) ( 122,503 ) ( 101,363 )

Interest income 7,348 3,133

Income before income taxes $ 69,556 $ 166,782 $ 267,036 $ 512,279

(3) Primarily consists of consulting and professional fees in 2023.

(4) Interest expense includes losses on treasury lock derivative instruments and amortization of financing fees totaling $ 30,181 for the three- and nine-month periods ended September 29, 2024, respectively, related to debt instruments associated with the financing of the pending Eviosys acquisition.

Income from continuing operations before income taxes $ 68,543 $ 42,246

Operating profit from segments below the quantitative threshold are attributable to the group of businesses within All Other.

Other corporate costs represent recurring operating expenses previously allocated to TFP that will remain with Sonoco subsequent to the divestiture.

Primarily consists of highly inflationary accounting in Turkey and other miscellaneous charges in both 2025 and 2024.

These expenses relate to charges from third-party financial institutions related to the Company’s centralized treasury program under which the Company sells certain trade accounts receivables in order to accelerate its cash collection cycle, primarily within the Consumer Packaging segment.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

The following table sets forth the reconciliation of other segment disclosures to consolidated totals for the periods presented.

Three Months Ended

March 30, 2025 March 31, 2024

Equity in (loss)/earnings of affiliates, net of tax

Consumer Packaging $ ( 51 ) $ 13

Industrial Paper Packaging 1,972 1,124

Reportable Segment Total 1,921 1,137

Adjustments — —

Consolidated Total $ 1,921 $ 1,137

Depreciation, depletion and amortization

Consumer Packaging $ 48,955 $ 24,897

Industrial Paper Packaging 28,333 28,503

Reportable Segment Total 77,288 53,400

44,515 21,546

Consolidated Total $ 121,803 $ 74,946

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.

Commitments and Contingencies

Pursuant to U.S.

GAAP, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable.

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.

4 unchanged sentences

Since the acquisition, the Company has spent a total of $ 2,345 on remediation of the Spartanburg site.

At September 29, 2024 and December 31, 2023, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,143 and $ 5,259 , respectively.

The Company cannot currently estimate its potential liability, damages or ra nge 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.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

At March 30, 2025 and December 31, 2024, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,055 and $ 5,096 , respectively.

The Spartanburg site and related environmental liabilities were part of the sale of TFP to Toppan, which was completed on April 1, 2025, subsequent to the end of the first quarter.

Accordingly, these accruals are reflected in “Current liabilities of discontinued operations” on the Company’s Condensed Consolidated Balance Sheets.

Other environmental matters

3 unchanged sentences

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 fi nancial statements.

At September 29, 2024 and December 31, 2023, the Company’s accrual for these other sites totaled $ 1,730 and $ 1,992 , respectively.

As of September 29, 2024 and December 31, 2023, the Company and its subsidiaries had accrued $ 6,873 and $ 7,251 , respectively, related to environmental contingencies.

These accruals are included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets.

At March 30, 2025 and December 31, 2024, the Company’s accrual for these other sites totaled $ 1,807 and $ 1,933 , respectively , and are included in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheets.

SONOCO PRODUCTS COMPANY

Other Legal Matters

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements