6 unchanged sentences
The Company’s financial statements are prepared in conformity with U.S.
−Removed: generally accepted accounting principles (“GAAP”).
Sonoco’s management considers a variety of both GAAP and non-GAAP financial and operating measures in assessing the Company’s financial performance.
6 unchanged sentences
The Company calculates productivity savings as the difference between applicable current period costs and prior year costs, excluding the impact of estimated inflation or deflation, and volume changes where appropriate.
+Added: The MD&A in this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
+Added: Discussions of 2024 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Discontinued Operations
−Removed: On December 18, 2024, the Company announced that it had entered into an agreement to sell its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”) to TOPPAN Holdings Inc.
−Removed: (“Toppan”) for approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments (the “Transaction”).
−Removed: The Transaction, which reflects the completion of the previously announced strategic review of Sonoco’s Thermoformed and Flexibles Packaging business, is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.
−Removed: In accordance with applicable accounting guidance, the results of TFP are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Annual Report on Form 10-K.
−Removed: Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and 2023.
+Added: The Company’s decision in December 2024 to sell TFP represented a major strategic shift in operations.
+Added: Therefore, in accordance with applicable accounting guidance, the results of TFP are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Annual Report on Form 10-K and the assets and liabilities of TFP are classified as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.
The Consolidated Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.
All amounts, percentages and disclosures for all periods presented in this Annual Report on Form 10-K reflect only the continuing operations of Sonoco unless otherwise noted.
+Added: On April 1, 2025, the Company completed the sale of TFP to TOPPAN for approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments.
See Note 2 to the Consolidated Financial Statements for additional information.
4 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.
−Removed: Geographically, in 2024, approximately 67% of sales were generated in the United States, 18% in Europe, 6% in Asia, 2% in Canada, and 7% in other regions.
+Added: Geographically, in 2025, approximately 48% of sales were generated in the United States, 43% in EMEA, 3% in APAC, 1% in Canada, and 5% in other regions.
Sonoco competes in multiple product categories, with the majority of the Company’s revenues attributable to products and services sold to consumer and industrial products companies for use in the packaging of their products for sale or shipment.
2 unchanged sentences
Sonoco’s goal is to increase its long-term profitability and return capital to shareholders.
−Removed: Over the past several years, we have simplified our portfolio around fewer, bigger businesses, which has reduced operating complexity and improved agility.
−Removed: On December 4, 2024, Sonoco completed the acquisition of Titan Holdings I B.V.
−Removed: (“Eviosys”), Europe’s leading food cans, ends and closures manufacturer, from KPS Capital Partners, LP (“KPS”), for net cash consideration of approximately $3.8 billion.
−Removed: The transaction advances Sonoco’s portfolio transformation strategy to simplify and realign its portfolio and position the Company for long-term growth and value creation.
−Removed: The transaction is expected to expand Sonoco’s global leadership in metal food can and aerosol packaging and facilitate Sonoco’s ability to partner with global customers and advance innovation and sustainability in metal packaging offerings.
−Removed: Following the integration process, Eviosys will transition to the Sonoco brand over the coming months and will operate under Sonoco’s Consumer Packaging segment.
−Removed: In September 2023, the Company acquired the remaining ownership interest in RTS Packaging, LLC (“RTS Packaging”) from joint venture partner WestRock Company (“WestRock”), to further strengthen and expand the Company’s 100% recycled fiber-based packaging solutions.
−Removed: See “Acquisitions and Divestitures—Acquisitions” below for more information.
+Added: Over the past several years, we have simplified our portfolio into two core global business segments, which has reduced operating complexity and improved agility.
+Added: On December 4, 2024, Sonoco completed the acquisition of Eviosys, Europe’s leading food cans, ends and closures manufacturer, from KPS, for net cash consideration of approximately $3.8 billion.
+Added: The transaction was designed to advance Sonoco’s portfolio transformation strategy to simplify and realign its portfolio.
+Added: The transaction, the largest in the Company’s history, expanded Sonoco’s global leadership in metal food can and aerosol packaging, facilitating our ability to partner with global customers to advance innovation and sustainability in metal packaging offerings.
+Added: Eviosys operates under the Consumer Packaging segment as Sonoco Metal Packaging EMEA.
Sonoco’s portfolio transformation strategy also includes significant divestitures.
−Removed: For example, on December 18, 2024, the Company entered into an agreement to sell TFP to Toppan for approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments.
−Removed: The planned sale, which reflects the completion of the previously announced strategic review of Sonoco’s Thermoformed and Flexibles Packaging business, is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.
−Removed: On a standalone basis, TFP had revenue of $1.3 billion in 2024.
−Removed: In April 2024, Sonoco completed the divestiture of its Protective Solutions business (“Protexic”), which manufactured molded expanded polypropylene and expanded polystyrene foam components serving the automotive, electronics, appliances, and other markets.
−Removed: In 2023, the Company completed the divestitures of its U.S.
+Added: For example, in 2023, the Company completed the divestitures of its U.S.
and Mexico Bulksak businesses, which consisted of the manufacture and distribution of flexible intermediate bulk containers, plastic and fiber pallets, and custom fit liners, and its Sonoco Sustainability Solutions (“S3”) business, which provided customized waste and recycling management programs.
+Added: In April 2024, Sonoco completed the divestiture of Protexic, which manufactured molded expanded polypropylene and expanded polystyrene foam components serving the automotive, electronics, appliances, and other markets.
+Added: On April 1, 2025, the Company completed the sale of TFP to Toppan for a selling price of approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments.
+Added: On a standalone basis, TFP had revenue of $1.3 billion in 2024.
+Added: On November 3, 2025, the Company completed the sale of ThermoSafe to Arsenal, a private equity firm, for net cash consideration of $656 million paid at closing on a cash-free and debt-free basis and subject to customary adjustments.
+Added: On a standalone basis, ThermoSafe, which was part of the All Other group of businesses, had revenue of approximately $230 million in 2025, through the date of the divestiture.
+Added: The sale of ThermoSafe substantially concludes the Company’s portfolio transformation goal of streamlining its operations from a large portfolio of diversified businesses into two core global business segments.
See “Acquisitions and Divestitures—Divestitures” below for more information.
−Removed: In addition to the completed and pending divestitures discussed above, the Company has initiated a review of strategic alternatives for ThermoSafe, its leading temperature assured packaging business.
−Removed: On a standalone basis, ThermoSafe, which is part of the All Other group of businesses, had revenue of $245 million in 2024.
−Removed: The Company expects to complete its review of strategic alternatives for ThermoSafe in the second half of 2025.
−Removed: The Company believes that these completed, pending, and potential divestitures will enable greater strategic and operational focus while also generating proceeds to fund deleveraging and capital investments in our remaining industrial paper products, rigid paper containers, and metal packaging businesses.
The Company is focused on efficient capital deployment into these larger, core business units to improve economic returns and improve integration effectiveness and speed for acquired strategic assets.
−Removed: In parallel, the Company has worked on commercial, operational, and supply chain excellence programs to shift the mix of its business towards higher-valued products and increase overall productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives, as well as strategic pricing initiatives intended to better capture input costs and the value of the services provided.
+Added: For example, in July 2025 the Company announced plans to invest $30 million of capital into three rigid paper can facilities in the United States to increase its production capacity in the adhesives and sealants sector.
+Added: The investment is intended to improve supply chain reliability and ensure consistent access to materials for customers.
Effective January 1, 2024, the Company began conducting its recycling operations, part of the Industrial Paper Packaging segment, as a procurement function.
−Removed: As a result, no recycling net sales are recorded and the margin from the Company’s recycling operations reduced “Cost of sales” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024 as these activities are no longer a part of ongoing major operations.
−Removed: In 2024, the Company continued to focus on improving returns on both organic investments and acquisitions with a goal of better managing its business mix, improving profits, improving generation of operating cash flow and free cash flow, and operating the business with better efficiency.
−Removed: Another focus area in 2024 was the Company’s continued commitment to promote accountability and transparency in its sustainability and corporate responsibility programs.
−Removed: The Company also continued efforts to improve productivity through focus on operational excellence including the implementation of automation programs and commercial excellence where the Company is realigning pricing models to value-based pricing versus legacy cost-based inputs.
−Removed: The results of these efforts reflected positively in the Company’s 2024 financial results.
−Removed: As the Company looks to 2025, it is focused on successfully integrating Eviosys into Sonoco and achieving synergy targets, completing the divestiture of TFP, and pursuing strategic alternatives for our ThermoSafe business.
−Removed: The Company anticipates using proceeds from divestitures, along with cash from operations, to reduce outstanding debt.
−Removed: The Company plans to continue to invest capital to further grow its Consumer Packaging and Industrial Paper Packaging segments while maintaining its focus on profitability through productivity improvements.
+Added: As a result, no recycling net sales were recorded and the margin from the Company’s recycling operations reduced “Cost of sales” in the Company’s Consolidated Statements of Income for the year ended December 31, 2025 and 2024 as these activities are no longer a part of ongoing major operations.
+Added: In addition, the Company is consolidating its global metal packaging and rigid paper containers businesses under one structure based on two geographies - Consumer Packaging, EMEA/APAC and Consumer Packaging, Americas.
+Added: The Company believes the new geographically integrated structure creates a simpler and more efficient operating model that will lead to further innovation, collaboration and growth opportunities.
+Added: Throughout 2025, the Company continued to work on commercial, operational, and supply chain excellence programs to shift the mix of its business towards higher-valued products and increase overall productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives, as well as strategic pricing initiatives intended to better capture input costs and the value of the services provided.
+Added: In addition, the Company continued to focus on improving its competitive position by reducing its cost structure through targeted restructuring activities for operations and support functions intended to enable the Company’s businesses to better leverage market capabilities and generate cash flow.
+Added: The Company plans to continue its focus on driving significant costs savings through implementing a profitability performance plan focused on operational improvement, commercial excellence, and structural transformation in 2026.
+Added: The Company believes that its simplified structure will enable greater strategic and operational focus, help generate proceeds to fund deleveraging and further focus capital investments in the Company’s core Consumer Packaging and Industrial Paper Packaging businesses, and deliver on its strategic priorities by driving sustainable growth, further expanding margins and efficiently allocating capital, maintaining a strong balance sheet and returning capital to shareholders.
By transforming into a simpler, stronger and more sustainable company, the Company believes it is positioned to grow through 2026 and beyond.
+Added: Global Trade Developments
+Added: Recent developments in U.S.
+Added: and foreign trade policy have increased uncertainty for the global economy and the Company’s business.
+Added: On March 4, 2025, the U.S.
+Added: government imposed a 25% tariff on all imports from Canada or Mexico.
+Added: After imposing this tariff, the U.S.
+Added: government allowed for the temporary exemption from the tariff for any goods that comply with the USMCA, which has helped mitigate the impact of the tariff on the Company’s operations in North America.
+Added: On February 10, 2025, the United States announced the expansion of Section 232 Tariffs on steel and aluminum imported into the United States, effective March 12, 2025, and the termination of the granting of new exclusions to mitigate these tariffs.
+Added: As a result, imported steel and aluminum originating from most countries is currently subject to a 50% duty.
+Added: The United States also imposed reciprocal tariffs at a baseline rate of 10%, effective April 5, 2025, and later set firmly established tariff rates for various countries at the beginning of August 2025.
+Added: For the most part, these reciprocal tariffs were incremental increases over the previously established 10% temporary reciprocal tariffs.
+Added: On February 20, 2026, the U.S.
+Added: Supreme Court invalidated certain of these tariffs.
+Added: This ruling and any future changes in tariff and trade policy may result in additional changes, and the exact scope of any such additional changes is not known at this time.
+Added: While the full impact of the recent changes is uncertain, the Company does not currently expect the current tariff environment to have a material direct effect on the Company’s profitability or cash flows over 2026 because the Company’s manufacturing network is designed to serve
26 FORM 10-K SONOCO 2025 ANNUAL REPORT
+Added: local markets, reducing its exposure to cross-border disruptions and tariff-related risks.
+Added: While the Company is actively working with its customers to help manage the impacts of higher input costs driven by tariffs, its business model allows for pricing adjustments when necessary.
+Added: In addition, the Company believes its transformed portfolio following the Eviosys acquisition and the sales of TFP and ThermoSafe is significantly more resilient, with nearly two-thirds of the Company’s sales in 2025 coming from the Consumer Packaging segment, a segment that has historically demonstrated strong performance across economic cycles.
+Added: In addition, while the Section 232 Tariffs impact input costs for the Company’s U.S.-based operations with Consumer Packaging, Americas, which source a portion of their steel and aluminum purchases from outside the United States, the Company intends, and has the contractual ability, to pass such increases in cost due to tariffs to its customers.
+Added: The ultimate resolution and consequences of these trade policy developments, and their effect on the Company, is uncertain and the Company will continue to monitor trade policy changes closely in order to adapt its strategies and to maintain competitiveness in a challenging market environment.
+Added: See “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
+Added: Other Recent Developments
+Added: On July 4, 2025, the OBBBA, which includes a broad range of tax reform provisions, including the extension of key provisions of the Tax Cuts and Jobs Act of 2017, was signed into law in the United States.
+Added: The Company has evaluated the impact of the OBBBA as part of its 2025 results, and the effects of the legislation are reflected in its income tax provision for the calendar year 2025.
+Added: The Company currently does not anticipate any material effect from the OBBBA on its effective tax rate, financial results or cash flows for 2026;
+Added: however, it will continue to assess the application of the OBBBA and any related regulatory guidance as it becomes available.
Acquisitions and Divestitures
−Removed: As described above, on December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Eviosys from an affiliate of KPS for net cash consideration of approximately $3.8 billion.
−Removed: Eviosys, a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the Europe, Middle East, and Africa region, has approximately 6,500 employees in 44 manufacturing facilities across 17 countries.
+Added: No acquisitions were completed by the Company in 2025.
+Added: However, as described above, on December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Eviosys from an affiliate of KPS for net cash consideration of approximately $3.8 billion, net of a final working capital settlement for which the Company received $16.5 million during the second quarter of 2025.
+Added: Eviosys, now operated as Sonoco Metal Packaging EMEA in the Company’s Consumer Packaging segment, 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 EMEA region, which at the time of the acquisition included approximately 6,500 employees in 44 manufacturing facilities across 17 countries.
The Company funded the Eviosys acquisition, including related fees and expenses, with the net proceeds from the registered public offering of senior unsecured notes, borrowings from two term loan facilities, and cash on hand.
See Note 11 to the Consolidated Financial Statements for more information.
−Removed: The financial results of Eviosys are included in the Company’s Consumer Packaging segment.
−Removed: On June 1, 2024, the Company completed the purchase of a small tube and paper cone manufacturer in Brazil for $2.7 million.
+Added: Acquisition activity in 2024 included the Company’s purchase of a small tube and paper cone manufacturer in Brazil for $2.7 million on June 1, 2024.
The financial results of this business are included in the Company’s Industrial Paper Packaging segment.
−Removed: The Company completed two acquisitions during 2023 at a net cash cost of approximately $372.6 million.
−Removed: On December 1, 2023, the Company completed the acquisition of Inapel Embalagens Ltda.
−Removed: (“Inapel”), a manufacturer of single-layer and multilayer materials for flexible packaging in Brazil for a net cash payment at clos ing of $59.2 million with additional purchase consideration of $2.3 million and a final working capital settlement of $0.5 million paid to the seller in 2024.
−Removed: As Inapel is one of the operations included in the pending sale of TFP, the acquired assets and liabilities are reflected as assets and liabilities of discontinued operations in the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023.
−Removed: On September 8, 2023, the Company completed the acquisition of the remaining 65% ownership interest in RTS Packaging from joint venture partner WestRock, and the acquisition of a paper mill in Chattanooga, Tennessee (the “Chattanooga Mill”) from WestRock for net cash conside ration of $313.4 million, subject to a final w orking capital adjustment of $0.5 million that was paid to WestRock in January 202 4.
−Removed: 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.
−Removed: With the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill, the Company added approximately 1,100 employees, fourteen converting operations, including ten in the United States, two in Mexico, two in South America, and one paper mill in the United States.
−Removed: As described above, on December 18, 2024, the Company announced that it had entered into an agreement to sell TFP to Toppan for approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments.
−Removed: The sale is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.
+Added: TFP Divestiture
+Added: On April 1, 2025, the Company completed the sale of TFP, part of the Consumer Packaging segment, to Toppan for net cash consideration of $1,807.5 million paid at closing on a cash-free and debt-free basis.
+Added: A final working capital settlement was reached in January 2026 that will require a payment of $15.2 million to be made to the buyers during the first quarter of 2026.
+Added: The Company has recorded a liability for this amount in “Accrued expenses and other payables” on its consolidated balance sheet as of December 31, 2025.This sale was the result of the Company’s continuing evaluation of its business portfolio and was consistent with the Company’s strategic and investment priorities.
+Added: In connection with the TFP divestiture, the Company wrote off net assets totaling $1,112.5 million, reclassified $48.0 million of cumulative translation adjustment losses from accumulated other comprehensive income/(loss) and incurred transaction fees of $25.2 million, resulting in a net pretax gain of $606.6 million.
+Added: The Company recognized a related tax provision of $199.5 million for an after-tax gain of $407.2 million.
+Added: The after tax gain is included in “Net income from discontinued operations” in the Company’s Consolidated Statements of Income for the year ended December 31, 2025.
See Notes 1 and 2 to the Consolidated Financial Statements for additional information.
+Added: The majority of cash proceeds generated from this transaction were used to repay debt, as further described in Note 11 to the Consolidated Financial Statements.
+Added: ThermoSafe and Other Divestitures
+Added: As described above, on November 3, 2025, the Company completed the sale of ThermoSafe, part of the All Other group of businesses, to Arsenal for net cash consideration of $655.8 million paid at closing on a cash-free and debt-free basis and subject to customary adjustments.
+Added: The sale also allowed for additional consideration of up to $75.0 million if certain performance measures for calendar year 2025 were met.
+Added: However, as these performance measures were not met, no additional cash consideration is anticipated.
+Added: In connection with the ThermoSafe divestiture, the Company wrote off net assets totalin g $265.8 million, including $173.3 million of goodwill, reclassified $1.2 million of cumulative translation adjustment gains from accumulated other comprehensive income/(loss) and incurred transaction fees of $13.2 million, resulting in a net pretax gain of $378.0 million, which is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
+Added: The Company used the majority of the cash proceeds from the sale to pay down debt, as further described in Note 11 to the Consolidated Financial Statements.
+Added: On April 30, 2025, the Company completed the sale of a recycling facility in Asheville, North Carolina, part of the Industrial Paper Packaging segment, for cash proceeds of $3.9 million.
+Added: The sale resulted in a loss of $2.1 million, which is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
+Added: 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 note receivable in the amount of $0.1 million.
+Added: The sale resulted in a loss of $5.4 million, including $3.8 million of cumulative translation losses that were reclassified from accumulated other comprehensive income/(loss).
+Added: This loss is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
+Added: 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 $1.5 million and recognized a gain of $1.2 million, which is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
+Added: 27 FORM 10-K SONOCO 2025 ANNUAL REPORT
In November 2024, the Company completed the sale of two production facilities in China, both of which were part of the Company’s Industrial Paper Packaging segment, for $0.3 million.
−Removed: As a result of the sale, the Company reclassified $0.6 million of cumulative translation losses from Accumulated Other Comprehensive Loss and recognized a loss of $25.6 million, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
+Added: As a result of the sale, the Company reclassified $0.6 million of cumulative translation losses from accumulated other comprehensive income/(loss) and recognized a loss of $25.6 million, which is included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
On April 1, 2024, the Company completed the sale of Protexic, part of the All Other group of businesses, to Black Diamond Capital Management, LLC.
2 unchanged sentences
The cash selling price, as adjusted for the final working capital settlement, was $78.5 million.
−Removed: As a result of the Protexic divestiture, the Company recognized a pretax gain of $0.9 million included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
+Added: As a result of the Protexic divestiture, the Company recognized a pretax gain of $0.9 million included in “Gain/(Loss) on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
The Company used the majority of the cash proceeds from the sale to pay down debt.
−Removed: On July 1, 2023, the Company completed the sale of its U.S.
−Removed: 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.
−Removed: BulkSak Holdings, LLC.
−Removed: The cash selling price, as adjusted for the final working capital settlement, was $20.3 million with cash proceeds totaling $18.3 million received in 2023, and the remaining $2.0 million held in escrow to be released to the Company within 18 months from the date of the sale, pursuant to the settlement of any indemnity claims.
−Removed: As a result of the U.S.
−Removed: BulkSak divestiture, the Company recognized a pretax gain of $6.8 million included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
−Removed: Also on July 1, 2023, the Company agreed to the sale of its Mexico BulkSak business.
−Removed: The sale closed in December 2023 for a cash selling price, as adjusted for working capital, of $1.1 million.
−Removed: As a result of the Mexico BulkSak sale, the Company recognized a pretax gain of $0.1 million which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
−Removed: On January 26, 2023, the Company completed the sale of its S3 business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co.
−Removed: (“Northstar”), for total cash proceeds of $13.8 million.
−Removed: An additional $1.5 million of proceeds were released to the Company from escrow in September 2024.
−Removed: The Company recognized a pretax gain of $11.1 million during the first quarter of 2023.
−Removed: In the second quarter of 2024, upon resolution of certain contingencies, the Company received cash proceeds and recognized an additional pre tax gain of $1.3 million on the sale.
−Removed: These gains are included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income for their respective periods.
−Removed: 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 $5.0 million.
−Removed: This investment, which had been accounted for under the measurement alternative, was sold in December 2024 for a cash selling price of $8.6 million.
−Removed: The resulting gain of $3.6 million is included in “Other (expenses)/income, net” in the Compan y’s Consolidated Statements of Income.
−Removed: 26 FORM 10-K SONOCO 2024 ANNUAL REPORT
−Removed: Sale of Assets
−Removed: Following the completion of Project Horizon in the third quarter of 2022, 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.
−Removed: Accordingly, on March 29, 2023, the Company sold its timberland properties, consisting of approximately 55 acres, to Manulife Investment Management for net cash proceeds of $70.8 million.
−Removed: The Company disposed of assets with a net book value of $9.9 million as part of the sale, and recognized a pretax gain from the sale of these assets of $60.9 million during the year ended December 31, 2023, which is included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Consolidated Statements of Income.
Additional Ownership Investment
13 unchanged sentences
Dollars in thousands 2025 2024
−Removed: Restructuring and restructuring-related asset impairment charges $ 65,370 $ 47,909
+Added: Restructuring and restructuring-related asset impairment charges, net
+Added: $ 66,215 $ 65,370
Other asset impairments — —
−Removed: Restructuring/Asset impairment charges $ 65,370 $ 47,909
+Added: Restructuring/Asset impairment charges, net
+Added: $ 66,215 $ 65,370
During 2025, the Company recognized restructuring charges related to severance for employees terminated as a result of various plant closures or whose positions were eliminated as part of the Company’s ongoing organizational effectiveness efforts, including the relocation of certain facilities.
+Added: Restructuring actions included severance costs related to the closures of metal can facilities in France and Spain, part of the Consumer Packaging segment, and the closures of a paper mill in Mexico, cone facilities in Taiwan and Mexico, and partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment.
+Added: Restructuring charges were also incurred during the year for costs related to plant closures, including 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 Washington, costs related to the current year’s closures of the metal can facilities in France and Spain, the paper mill in Mexico, the cone facility in Taiwan, and ongoing facility carrying costs of previously announced plant closures.
+Added: Asset impairment charges during the year consist primarily of asset impairment charges related to the closures of the paper mill in Mexico, the cone facilities in China and Mexico, and the partitions facilities in Maine and California, and the closure of the metal packaging facility in France.
+Added: These charges were offset by gains from the sales of the land and buildings associated with previously closed facilities, primarily the cone facility in Taiwan and the partitions facility in Maine.
+Added: Also offsetting the impairment charges was a gain from the sale of water rights at our former paper mill in Hutchinson, Kansas, which was closed in 2023.
+Added: During 2024, the Company recognized restructuring charges related to severance for employees terminated as a result of various plant closures or whose positions were eliminated as part of the Company’s ongoing organizational effectiveness efforts, including the relocation of certain facilities.
The largest of these plant closures were the closures of the Company’s paper mills in Sumner, Washington (the “Sumner Mill”) and Kilkis, Greec e (the “Kilkis Mill”) , both of which were part of the Industrial Paper Packaging segment.
1 unchanged sentence
Asset impairment charges were recognized in the Industrial Paper Packaging segment related to the closures of the Sumner Mill and the Kilkis Mill and in the Consumer Packaging segment as a result of exiting a small metal canning lid business.
−Removed: During 2023, the Company recognized restructuring charges related to severance for employees terminated as a result of various plant closures or whose positions were eliminated as part of the Company’s ongoing organizational effectiveness efforts.
−Removed: The largest of these plant closures was the closure of the Company’s paper mill in Hutchinson, Kansas, which was part of the Industrial Paper Packaging segment.
−Removed: Restructuring charges were also incurred during the year for costs related to plant closures, including equipment removal, utilities, plant security, property taxes, and insurance at closed facilities.
−Removed: Asset impairment charges were recognized in the Industrial Paper Packaging and Consumer Packaging segments as the result of plant closures.
The Company expects to recognize future additional costs totaling approximatel y $11.0 million in connection with previously announced restructuring actions that were underway as of December 31, 2025 .
5 unchanged sentences
Results of Operations – 2025 Versus 2024
−Removed: Consolidated net sales from continuing operations for 2024 were $5.3 billion, a $0.1 billion, or 2.5%, decrease from 2023.
−Removed: The Protexic divestiture in April 2024 resulted in lower year-over-year sales of $132.0 million, accounting for the Company’s recycling operations as a procurement function effective January 1, 2024 resulted in lower year-over-year sales of $100.0 million, lower selling prices across the Consumer Packaging and Industrial Paper Packaging segments resulted in a $94.2 million decline, and unfavorable volumes in the All Other group of businesses lowered year-over-year sales by $46.3 million.
−Removed: These decreases were partially offset by a year-over-year increase in sales of $266.2 million from the acquisitions of Eviosys, RTS and the Chattanooga Mill.
−Removed: GAAP operating profit for the year ended December 31, 2024 was $326.6 million, a decrease of 44.6% from the $589.0 million for the year ended December 31, 2023.
−Removed: The decrease in GAAP operating profit was primarily due to a $63.3 million decrease in gross profit, a $25.6 million loss in the current period from the sale of two production facilities in China, the absence of a net $78.9 million benefit from the sale of the Company’s timberland properties and the divestitures of the S3 and U.S.
−Removed: BulkSak businesses in 2023, and $67.0 million in additional acquisition, integration and divestiture-related costs for the year ended December 31, 2024.
−Removed: Adjusted operating profit for the year ended December 31, 2024 was $573.1 million, a decrease of 11.4% from the $646.6 million reported for the year ended December 31, 2023.
−Removed: GAAP net income attributable to Sonoco was $163.9 million ($1.65 per diluted share) in 2024, compared with $475.0 million ($4.80 per diluted share) in 2023.
−Removed: GAAP net income attributable to Sonoco was lower in 2024 compared to 2023 primarily due to the decrease in GAAP operating profit as described above, a $113.7 million remeasurement loss on Euro denominated cash held by the Company to close the Eviosys acquisition, and the absence of a $44.0 million gain in 2023 from the step-up to fair value of the Company’s 35% ownership interest in RTS Packaging upon acquiring the remaining 65% ownership interest.
−Removed: These decreases were partially offset by a $114.2 million reduction in income tax expense as discussed further below.
−Removed: Adjusted net income attributable to Sonoco and Adjusted diluted earnings per share were $485.8 million ($4.89 per diluted share) in 2024, compared with $519.9 million ($5.26 per diluted share) in 2023.
+Added: Consolidated net sales from continuing operations for 2025 were $7.5 billion, a $2.2 billion, or 42%, increase from 2024.
+Added: The year-over-year increase in net trade sales is due primarily to the acquisition of Eviosys on December 4, 2024 which added approximately $2.2 billion in year-over-year sales.
+Added: Higher selling prices across the Consumer Packaging and Industrial Paper Packaging segments resulted in a $178.0 million year-over-year increase in sales, offset by unfavorable volumes in the Industrial Paper Packaging segment and the impact of divestitures, which lowered year-over-year sales by $80.9 million and $98.5 million, respectively.
+Added: These divestitures included the November 2025 divestiture of ThermoSafe and the 2024 divestitures of Protexic and two production facilities in China.
+Added: GAAP operating profit in 2025 was $1,017.7 million, an increase of $691.2 million, or 212% from the $326.6 million reported in 2024.
+Added: The increase in GAAP operating profit reflects gains from the sale of businesses totaling $371.7 million in 2025, primarily related to the sale of ThermoSafe, compared to a net loss from the sale of businesses of $23.5 million in the prior year, primarily related to the sale of two production facilities in China.
+Added: The remaining year-over-year change is primarily due to the Eviosys acquisition and lower acquisition, integration, and divestiture-related costs.
+Added: Adjusted operating profit for the year ended December 31, 2025 was $954.9 million, an increase of 67% from the $573.1 million reported for the year ended December 31, 2024, primarily as a result of the Eviosys acquisition.
+Added: GAAP net income attributable to Sonoco was $1,003.0 million (or $10.07 per diluted share) in 2025, compared with $163.9 million (or $1.65 per diluted share) in 2024.
+Added: The year-over-year increase was primarily due to the increase in GAAP operating profit as described above, a $316.0 million increase in net income from discontinued operations primarily related to the gain on the sale of TFP, and the non-recurrence of a $113.7 million remeasurement loss in 2024 on Euro denominated cash held by the Company to close the Eviosys acquisition.
+Added: These increases were partially offset by a $178.1 million increase in income tax expense as discussed further below and a $60.9 million increase in interest expense due to higher levels of debt to fund the Eviosys acquisition.
+Added: Adjusted net income attributable to Sonoco and Adjusted diluted earnings per share were $568.8 million (or $5.71 per diluted share) in 2025, compared with $485.8 million (or $4.89 per diluted share) in 2024.
Costs and Expenses/Margins
−Removed: Cost of sales decreased $72.7 million in 2024, or 1.7%, from the prior year.
−Removed: The decrease was primarily related to the sale of Protexic and improved productivity from procurement savings, production efficiencies and fixed cost reduction initiatives, and materials price reductions, partially offset by cost of sales related to the 2023 and 2024 acquisitions.
−Removed: Gross profit margins decreased to 21.5% in 2024 from 22.1% in the prior year due to pricing, depreciation and other various items as discussed above.
+Added: Cost of sales increased $1.78 billion in 2025, or 42.7%, from the prior year.
+Added: The acquisition of Eviosys on December 4, 2024, increased cost of sales by approximately $1.86 billion year over year, and increases in labor costs, overhead, and fixed operating costs increased cost of sales by approximately $77.1 million year over year.
+Added: These increases were partially offset by reductions related to divestitures of $89.3 million, primarily related to the sale of ThermoSafe, while lower material costs and improved productivity from procurement savings, production efficiencies and fixed cost reduction initiatives reduced costs by $74.6 million.
+Added: Gross profit margin decreased to 20.9% in 2025 from 21.5% in the prior year.
Selling, general and administrative expenses (“SG&A”) increased $138.3 million, or 19.1%, and were 11.5% of sales in 2025, compared to 13.6% of sales in 2024.
−Removed: The current year increase was primarily related to an increase in acquisition, integration, and divestiture-related costs.
−Removed: Restructuring and asset impairment charges totaled $65.4 million in 2024, compared with $47.9 million in 2023.
−Removed: The 2024 charges reflect severance costs related to the Company’s ongoing organizational effectiveness efforts, the relocation costs of certain facilities in Greece and Germany, and closure costs related to the Sumner Mill and the Kilkis Mill, two small industrial converted products facilities in China, and the exit of a small metal canning lid business within Sonoco Metal Packaging (“Metal Packaging”) .
−Removed: The 2023 charges reflect costs related to the closure of several operations, including a paper mill in Kansas and a metal packaging facility and severance costs related to the closures of several smaller operations.
+Added: SG&A in 2025 reflected an increase o f $228.8 million related to the Eviosys acquisition, partially offset by lower year-over-year acquisition, integration, and divestiture-related costs of $53.7 million, the impact of divestitures of $19.2 million, and other net favorable changes of $17.6 million, primarily related to labor and professional fees.
+Added: Restructuring and asset impairment charges, net totaled $66.2 million in 2025, compared with $65.4 million in 2024.
+Added: The 2025 charges reflect severance costs related to the Company’s ongoing organizational effectiveness efforts, as well as costs related to the closures of metal can facilities in France and Spain, a paper mill in Mexico, cone facilities in Taiwan and Mexico, and partitions facilities in Maine and California.
+Added: These charges were partially offset by gains from the sales of the land and buildings associated with previously closed facilities, primarily the cone facility in Taiwan and the partitions facility in Maine.
+Added: Also offsetting the impairment charges was a gain from the sale of water rights at our former paper mill in Hutchinson, Kansas, which was closed in 2023.
+Added: The 2024 charges reflect severance costs related to the Company’s ongoing organizational effectiveness efforts, the relocation costs of certain facilities in Greece and Germany, and costs related to the closures of paper mills in Sumner, Washington and Kilkis, Greece, two small industrial converted products facilities in China, and the exit of a small metal canning lid business.
Additional information regarding restructuring actions and asset impairments is provided in Note 5 to the Company’s Consolidated Financial Statements.
−Removed: (Loss)/Gain on divestiture of business and other assets reflected a loss of $23.5 million in 2024, compared to a gain of $78.9 million in 2023.
−Removed: The loss reported in 2024 primarily related to the loss on the sale of two production facilities in China.
−Removed: The gain recorded in 2023 primarily related to the sale of the Company’s timberland properties and the divestitures of the S3 and U.S.
−Removed: BulkSak businesses.
−Removed: Other (expenses)/income, net reflected expense of $104.2 million in 2024, compared with income of $39.7 million in 2023.
−Removed: Other expenses, net reported in 2024 included a loss of $113.7 million from the remeasurement of euro-denominated cash balances held in connection with the Eviosys acquisition, partially offset by a gain of $5.9 million from the remeasurement of an equity investment to fair value and a gain of $3.6 million from the sale of the Company’s equity interest in Northstar.
−Removed: Other income, net reported in 2023 included a gain of $44.0 million from the remeasurement of the Company’s previously held equity interest in RTS Packaging to fair value, partially offset by a loss of $7.1 million from the settlement of a contract associated with the acquisition of the Chattanooga Mill that was determined to have unfavorable terms given market conditions at the time of the acquisition.
+Added: Gain/(Loss) on divestiture of business and other assets reflected a gain of $371.7 million in 2025, compared to a loss of $23.5 million in 2024.
+Added: The gain recorded in 2025 related primarily to the sale of ThermoSafe.
+Added: The loss reported in 2024 related primarily to the sale of two production facilities in China.
+Added: Additional information regarding divestitures is provided in Note 4 to the Company’s Consolidated Financial Statements.
+Added: Other (expense)/income, net reflected a net expense of $27.5 million in 2025, compared with $104.2 million in 2024.
+Added: Other (expense)/income, net reported in 2025 represents charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivables in order to accelerate its cash collection cycle primarily within our Consumer Packaging segment.
+Added: Other (expense)/income, net reported in 2024 included a loss of $113.7 million from the remeasurement of euro-denominated cash balances held in connection with the Eviosys acquisition, partially offset by a gain of $5.9 million from the remeasurement of an equity investment to fair value and a gain of $3.6 million from the sale of the Company’s equity interest in Northstar Recycling Company, LLC (“Northstar”).
See Note 4 to the Consolidated Financial Statements for further information.
Non-operating pension costs were $12.2 million in 2025, compared with $13.8 million in 2024.
−Removed: The year-over-year decrease of $0.5 million was primarily due to lower interest costs on the Company’s defined benefit pension liabilities, resulting from lower year-over-year discount rates.
+Added: The year-over-year decrease of $1.6 million was primarily due to higher expected returns on plan assets and lower amortization of net actuarial losses, partially offset by higher interest costs on the Company’s defined benefit pension liabilities, resulting from higher year-over-year discount rates.
See Note 15 to the Consolidated Financial Statements for further information on employee benefit plans.
Net interest expense totaled $212.9 million for the year ended December 31, 2025, compared with $145.1 million in 2024.
−Removed: The increase was primarily due to higher interest from financing transactions relating to the Eviosys acquisition.
+Added: The increase was primarily due to higher outstanding debt as a result of the financing transactions related to the Eviosys acquisition on December 4, 2024.
Additional information regarding the Company’s indebtedness is provided in Note 11 to the Company’s Consolidated Financial Statements.
The effective tax rates on GAAP and Adjusted net income attributable to Sonoco for the full year 2025 were 24.0% and 24.1%, respectively, compared with 8.7% and 24.3%, respectively for the full year 2024.
−Removed: The decrease in the GAAP effective tax rate for 2024 was due primarily to the release of a reserve for uncertain tax positions following the expiration of the applicable statute of limitations, as well as deferred tax adjustments associated with the post-acquisition entity restructuring of the partitions business.
−Removed: The decrease in the effective tax rate on Adjusted net income attributable to Sonoco was primarily due to a variance in tax rates between jurisdictions in which the respective income and charges were taxed.
+Added: The year-over-year change in the GAAP effective tax rate was due primarily to the low rate in 2024 as a result of the release of a reserve for uncertain tax positions following the expiration of the applicable statute of limitations, as well as deferred tax adjustments associated with the post-acquisition entity restructuring of the partitions business.
+Added: The slight decrease in the Adjusted effective tax rate was primarily due to a variance in tax reserve activity, offset by the benefit of purchased tax credits.
Discontinued Operations
−Removed: Net income from discontinued operations totaled $96.4 million for the year ended December 31, 2024, compared with $96.3 million for the year ended December 31, 2023.
−Removed: The increase in interest expense related to debt required to be repaid upon closure of the TFP transaction were offset by tax benefits due to the recording of a deferred tax asset on the outside basis of certain held-for-sale entities.
+Added: Net income from discontinued operations totaled $412.3 million for the year ended December 31, 2025, compared with $96.4 million in 2024.
+Added: The increase in net income reflects the gain on the divestiture of TFP, partially offset by lower sales following the completion of the sale on April 1, 2025.
+Added: See Notes 2 and 4 to the Consolidated Financial Statements for further information.
29 FORM 10-K SONOCO 2025 ANNUAL REPORT
13 unchanged sentences
All Other 50.8 53.3 (4.7) %
−Removed: Restructuring/Asset impairment charges (65.4) (47.9) 36.5 %
−Removed: Amortization of acquisition intangibles (78.6) (67.3) 16.8 %
−Removed: (Loss)/Gain on divestiture of business and other assets
+Added: Restructuring/Asset impairment charges, net
(66.2) (65.4) 1.2 %
+Added: Amortization of acquisition intangibles (182.4) (78.6) 132.1 %
+Added: Gain/(Loss) on divestiture of business 371.7 (23.5) (1,681.7) %
Acquisition, integration and divestiture-related costs
2 unchanged sentences
(35.2) (46.7) (24.6) %
−Removed: Other operating income, net
+Added: Other operating (charges)/income, net
(6.1) 12.5 (148.8) %
17 unchanged sentences
Segment operating profit 626.9 294.8 112.7 %
−Removed: Depreciation, depletion and amortization 109.4 95.3 14.8 %
−Removed: Cost of Sales
−Removed: 2,041.1 1,999.5 2.1 %
−Removed: Consumer Packaging segment net sales increased year over year primarily due to sales of $115.0 million related to the December 4, 2024 acquisition of Eviosys, partially offset by a $59.0 million unfavorable impact from lower selling prices due to ongoing pricing pressures.
−Removed: Segment operating profits increased year over year as a result of strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives totaling $48.1 million, which were only partially offset by price/cost headwinds of $17.5 million and higher employee compensation costs.
−Removed: Year-over-year volumes remained fairly flat.
−Removed: Cost of sales increased year over year due to increased volumes from the Eviosys acquisition, partially offset by the decline in prices and strong productivity from procurement savings and production efficiencies.
−Removed: Industrial Paper Packaging
−Removed: ($ in millions) 2024 2023 % Change
−Removed: $ 2,349.5 $ 2,374.1 (1.0) %
−Removed: Segment operating profit 271.7 317.9 (14.5) %
−Removed: Depreciation, depletion and amortization 116.1 104.7 10.9 %
+Added: Depreciation and amortization 209.6 109.4 91.6 %
Cost of Sales
3,950.8 2,041.1 93.6 %
−Removed: Industrial Paper Packaging segment net sales decreased year over year due to lower sales of $100.0 million related to the treatment of recycling as a procurement function effective January 1, 2024, lower sales prices of $35.3 million, and an unfavorable impact from foreign currency exchange of $24.1 million from the strengthening of the U.S.
−Removed: These declines were partially offset by a net increase of $123.8 million related to the September 2023 acquisitions of the Chattanooga Mill and the remaining ownership interest in RTS Packaging, the divestiture of the Bulksak business, and the closure of certain facilities in Greece.
−Removed: An increase in volume of $18.1 million further offset the year-over-year decrease.
−Removed: Segment operating profit decreased year over year as continued price/cost pressures negatively impacted operating profit by $137.6 million, partially offset by strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives totaling $85.4 million .
−Removed: 29 FORM 10-K SONOCO 2024 ANNUAL REPORT
−Removed: Cost of sales increased year over year as a result of the acquisition of the Chattanooga Mill and the remaining ownership interest in RTS Packaging, partially offset by price/cost declines and the treatment of recycling as a procurement function effective January 1, 2024.
−Removed: ($ in millions) 2024 2023 % Change
−Removed: $ 424.0 $ 596.3 (28.9) %
−Removed: Segment operating profit 53.3 85.1 (37.4) %
−Removed: Depreciation, depletion and amortization 12.0 14.6 (17.8) %
−Removed: All Other net sales decreased year over year, reflecting the April 2024 divestiture of Protexic and lower volumes from the remaining businesses.
−Removed: All Other operating profit decreased year over year, reflecting lower volumes and prices in temperature assured packaging and lower sales due to the April 2024 divestiture of Protexic.
−Removed: Results of Operations – 2023 Versus 2022
−Removed: Consolidated net sales from continuing operations for 2023 were $5.4 billion, a $0.4 billion, or 7.1%, decrease from 2022.
−Removed: The lower year-over-year sales were driven by lower volumes of $505.8 million across the portfolio .
−Removed: This impact was partially offset by an increase in sales of $78.9 million due to the full year impact in 2023 of the January 2022 acquisition of Metal Packaging.
−Removed: GAAP operating profit for the year ended December 31, 2023 was $589.0 million, an increase of 4.6% from $563.4 million for the year ended December 31, 2022.
−Removed: Operating profit increased primarily as a result of the $78.9 million benefit from the sale of the Company’s timberland properties and the divestitures of the S3 and U.S.
−Removed: BulkSak businesses in 2023, lower restructuring and asset impairment costs of $4.5 million, and lower acquisition and integration costs for the year ended December 31, 2023.
−Removed: These increases were partially offset by a decrease in gross profit of $22.7 million and increases in other SG&A expenses related to higher compensation, benefits, group medical, and information technology costs resulting from inflation and the impact of acquisitions.
−Removed: Adjusted operating profit for the year ended December 31, 2023 was $646.6 million, a decrease of 17.4% from the $783.0 million reported for the year ended December 31, 2022.
−Removed: GAAP net income attributable to Sonoco was $475.0 million ( $4.80 per diluted share) in 2023, compared with $466.4 million ($4.72 per diluted share) in 2022.
−Removed: These GAAP results reflect net after-tax, adjusted charges totaling $44.9 million and $173.1 million in 2023 and 2022, respectively.
−Removed: These adjustments are presented in the “Reconciliations of GAAP to Non-GAAP Financial Measures” tables.
−Removed: Adjusted for these items, Adjusted net income attributable to Sonoco was $519.9 million ($5.26 per diluted share) in 2023, compared with $639.5 million ($6.48 per diluted share) in 2022.
−Removed: The GAAP results were slightly higher in 2023 as a result of the full year impact of the acquisition of Metal Packaging, the acquisition of the remaining interest in RTS Packaging, and the acquisition of the Chattanooga Mill, gains from divestitures and sale of assets, and lower acquisition, integration and divestiture-related costs.
−Removed: These favorable factors were partially offset by lower volumes across the portfolio and unfavorable metal price overlap.
−Removed: Adjusted net income attributable to Sonoco declined in 2023 as a result of lower volumes across the portfolio, inflationary pricing pressure within retail in the Consumer Packaging segment, and unfavorable index-related pricing in the Industrial Paper Packaging segment.
−Removed: Costs and Expenses/Margins
−Removed: Cost of sales decreased $0.4 billion in 2023, or 8.5%, from the prior year.
−Removed: The decrease was attributable to the lower sales volume, which was partially offset by lower input costs, primarily for steel and old corrugated cardboard.
−Removed: Gross profit margins increased to 22.1% in 2023 from 20.9% in the prior year primarily due to the previously mentioned lower input costs.
−Removed: SG&A increased $35.0 million, or 5.7%, and were 11.8% of sales in 2023 compared to 10.4% of sales in 2022.
−Removed: The current year increase was related to higher compensation, benefits, group medical, and information technology costs resulting from inflation and the impact of acquisitions.
−Removed: These increases were partially offset by lower year-over-year acquisition, integration, and divestiture-related costs.
−Removed: These costs were higher in the prior year due to the January 2022 acquisition of Metal Packaging.
−Removed: Restructuring and asset impairment charges totaled $47.9 million in 2023 compared with $52.4 million in 2022.
−Removed: The 2023 charges reflect costs related to the closure of several operations, including a paper mill in Kansas and a metal packaging facility and severance related to the closures of several smaller operations.
−Removed: The 2022 charges include severance and other plant closure costs as well as a $9.2 million impairment charge resulting from the Company’s exit from its Russian operations.
−Removed: Additional information regarding restructuring actions and asset impairments is provided in Note 5 to the Consolidated Financial Statements.
−Removed: Gain on divestiture of business and other assets reflected gains totaling $78.9 million in 2023 related to the sale of the Company’s timberland properties and the divestitures of the S3 and U.S.
−Removed: BulkSak businesses.
−Removed: Other (expense)/income, net was $39.7 million in 2023, reflecting a gain of $44.0 million resulting from the remeasurement of the Company’s previously held equity interest in RTS Packaging to fair value, partially offset by a loss of $4.3 million from the settlement of a contract associated with the acquisition of the Chattanooga Mill that was determined to have unfavorable terms given market conditions at the time of the acquisition.
−Removed: See Note 4 to the Consolidated Financial Statements for further information.
−Removed: Non-operating pension costs were $14.3 million in 2023, compared with $7.1 million in 2022.
−Removed: The year-over-year increase of $7.2 million was primarily due to higher interest costs on the Company’s defined benefit pension liabilities, resulting from higher year-over-year discount rates.
−Removed: See Note 15 to the Consolidated Financial Statements for further information on employee benefit plans.
−Removed: Net interest expense totaled $125.4 million for the year ended December 31, 2023, compared with $96.3 million in 2022.
−Removed: The increase was primarily due to higher year-over-year average debt balances resulting from the term loans executed in December 2022 and August 2023 and the impact of higher interest rates on the Company’s variable debt.
−Removed: Additional information regarding the Company’s indebtedness is provided in Note 11 to the Consolidated Financial Statements.
−Removed: The effective tax rates on GAAP and Adjusted net income attributable to Sonoco for the full year 2023 were 24.5% and 24.9% , respectively, compared with 20.8% and 24.5%, respectively, for the full year 2022.
−Removed: The increase in the GAAP effective tax rate for 2023 was due primarily to the absence in 2023 of a release of a valuation allowance on foreign tax credits.
−Removed: The increase in the effective tax rate on Adjusted net income attributable to Sonoco was primarily due to a variance in tax rates between jurisdictions in which the respective income and charges were taxed.
−Removed: 30 FORM 10-K SONOCO 2024 ANNUAL REPORT
−Removed: Discontinued Operations
−Removed: Net income from discontinued operations totaled $96.3 million for the year ended December 31, 2023, compared with $88.6 million for the year ended December 31, 2022.
−Removed: The increase was primarily due to improved productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives, partially offset by unfavorable volume/mix and increased restructuring charges.
−Removed: Reportable Segments
−Removed: The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other.
−Removed: In accordance with applicable accounting guidance, the results of TFP, previously part of the Consumer Packaging segment, are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Annual Report on Form 10-K.
−Removed: All amounts, percentages and disclosures for all periods presented in this Annual Report on Form 10-K reflect only the continuing operations of Sonoco unless otherwise noted.
−Removed: See Note 2 to the Consolidated Financial Statements for more information.
−Removed: As of and for the year ended December 31, 2023, there were no changes to the manner in which the Company reviewed financial information at the segment level;
−Removed: therefore, these changes had no impact on the Company’s segment reporting structure.
−Removed: Total operating profit, reported as “Operating Profit” in the Company’s Consolidated Statements of Income, is comprised of the following:
−Removed: ($ in millions) 2023 2022 % Change
−Removed: Operating profit:
−Removed: Consumer Packaging $ 285.8 $ 442.2 (35.4) %
+Added: Segment net sales in 2025 increased 92.5% compared to the prior year.
+Added: The increase reflects $2.2 billion, including the impact of foreign exchange rates, attributable to Sonoco Metal Packaging EMEA following the December 2024 acquisition of Eviosys and a $93.1 million favorable impact from increased pricing intended to offset the effects of inflation and tariffs.
+Added: Volume/mix remained relatively flat year over year.
+Added: Segment operating profit in 2025 increased 112.7% from 2024, primarily due to the addition of $257.8 million of operating profit from Sonoco Metal Packaging EMEA following the acquisition of Eviosys, favorable price/cost of $62.5 million, and strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives totaling $19.0 million.
+Added: These favorable factors were partially offset by unfavorable volume/mix in rigid paper North America year over year.
+Added: As a result, segment operating profit margin increased to 12.9% in 2025 compared to 11.6% during the prior year.
+Added: Cost of sales increased year over year due to the additional operating costs associated with Sonoco Metal Packaging EMEA following the acquisition of Eviosys.
+Added: This increase was partially offset by strong productivity from procurement savings and production efficiencies.
Industrial Paper Packaging
−Removed: Segment operating profit
−Removed: 603.7 770.1 (21.6) %
−Removed: All Other 85.1 58.2 46.2 %
−Removed: Restructuring/Asset impairment charges (47.9) (52.4) (8.6) %
−Removed: Amortization of acquisition intangibles (67.3) (60.3) 11.6 %
−Removed: Gain on divestiture of business and other assets
−Removed: Acquisition, integration and divestiture-related costs
−Removed: (24.6) (70.2) (65.0) %
−Removed: Other corporate costs
−Removed: (42.3) (45.2) (6.4) %
−Removed: Other operating income, net
−Removed: 3.4 (36.8) (109.2) %
−Removed: Total operating profit*
−Removed: $ 589.1 $ 563.4 4.6 %
−Removed: *Due to rounding, amounts above may not sum to the totals presented
−Removed: Segment results, which are reviewed by Company management to evaluate segment performance, do not include:
−Removed: restructuring/asset impairment charges;
−Removed: amortization of acquired intangibles;
−Removed: acquisition, integration, and divestiture-related costs;
−Removed: changes in LIFO inventory reserves;
−Removed: gains/losses from the sale of businesses or other assets;
−Removed: gains/losses on derivatives;
−Removed: or certain other items, if any, the exclusion of which the Company believes improves the comparability and analysis of the ongoing operating performance of the business.
−Removed: Accordingly, the term “segment operating profit” is defined as the segment’s portion of “operating profit” excluding those items.
−Removed: All other general corporate expenses have been allocated as operating costs to each of the Company’s reportable segments and All Other, except for costs related to discontinued operations.
−Removed: See Note 20 to the Consolidated Financial Statements for more information on reportable segments.
−Removed: Consumer Packaging
($ in millions) 2025 2024 % Change
1 unchanged sentence
Segment operating profit 312.5 271.7 15.0 %
−Removed: Depreciation, depletion and amortization 95.3 84.0 13.5 %
+Added: Depreciation and amortization 118.9 116.1 2.4 %
Cost of Sales
1,726.2 1,818.3 (5.1) %
−Removed: Consumer Packaging segment net sales decreased year over year primarily as a result of a $208.2 million decline in volume from customer retail destocking throughout the year, partially offset by a $78.9 million increase in sales related to the inclusion of a full year of operations of the January 2022 Metal Packaging acquisition as well as a $29.5 million favorable impact related to pricing.
−Removed: Segment operating profits decreased by $156.4 million year over year and operating profit margins decreased to 11.6% from 17.2%.
−Removed: The decreases in operating profit and operating margins were primarily due to a $84.7 million decline from price/cost pressures and the unfavorable impact of metal price overlap, a $58.5 million decline from unfavorable sales volume/mix, and increased employee compensation and group medical costs.
−Removed: These unfavorable impacts were partially offset by $25.9 million in improved productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives.
−Removed: Cost of sales increased year over year due to increased pricing as a result of inflationary pricing pressures, partially offset by volume declines and strong productivity from procurement savings and production efficiencies.
+Added: Segment net sales decreased 2.1% in 2025 compared to 2024, primarily due to unfavorable volume/mix of $78.9 million, primarily in global converted paper products, and the impact of the 2024 divestiture of two production facilities in China of $46.0 million.
+Added: These declines were partially offset by a $83.7 million favorable impact from higher selling prices.
+Added: Segment operating profit increased 15.0% in 2025 versus the prior year, primarily as a result of favorable price/cost of $51.0 million and improved productivity from procurement savings, production efficiencies and fixed cost initiatives of $28.2 million.
+Added: These favorable impacts were
30 FORM 10-K SONOCO 2025 ANNUAL REPORT
−Removed: Industrial Paper Packaging
−Removed: ($ in millions) 2023 2022 % Change
−Removed: $ 2,374.1 $ 2,684.6 (11.6) %
−Removed: Segment operating profit 317.9 327.9 (3.0) %
−Removed: Depreciation, depletion and amortization 104.7 91.9 13.9 %
−Removed: Cost of Sales
−Removed: 1,809.8 2,109.1 (14.2) %
−Removed: Industrial Paper Packaging segment net sales decreased year over year primarily as a result of unfavorable volume of $256.6 million and index-related pricing declines of $64.9 million.
−Removed: Segment operating profit decreased year over year, driven by unfavorable volume of $73.4 million.
−Removed: This unfavorable impact was partially offset by $25.6 million favorable impact from price/cost and $18.8 million from productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives.
+Added: partially offset by an unfavorable impact of $27.6 million from volume declines across the segment and other net unfavorable impacts, including the impact of foreign exchange rates, totaling $5.2 million.
+Added: As a result, segment operating margin increased to 13.6% during 2025 from 11.6% during the pri or year.
Cost of sales decreased year over year due to volume declines, partially offset by strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives.
2 unchanged sentences
Segment operating profit 50.8 53.3 (4.7) %
−Removed: Depreciation, depletion and amortization 14.6 14.3 2.1 %
−Removed: All Other net sales decreased year over year due to lower volumes, primarily in temperature assured packaging as COVID-related demand declined.
−Removed: All Other operating profit increased year over year, driven by ongoing structural improvement programs to improve profitability across this diversified collection of businesses, favorable strategic pricing initiatives and strong productivity from procurement savings, production efficiencies and fixed cost reduction initiatives.
−Removed: These favorable factors were partially offset by the impact of the lower volumes.
+Added: Depreciation and amortization 8.7 12.0 (27.5) %
+Added: Net sales for the All Other group of businesses decreased 18.6% in 2025 compared to 2024, primarily due to the divestiture of ThermoSafe on November 3, 2025.
+Added: Operating profit in the All Other group of businesses decreased 4.7% year over year, primarily due to the sale of ThermoSafe.
+Added: Segment operating margin in 2025 increased to 14.7% compared to 12.6% in 2024.
Non-GAAP Financial Measures
The Company uses certain financial performance measures, both internally and externally, that are not in conformity with GAAP (referred to as “non-GAAP financial measures”) to assess and communicate the financial performance of the Company.
−Removed: These non-GAAP financial measures, which are identified using the term “Adjusted” (for example, “Adjusted Operating Profit,” “Adjusted Net Income Attributable to Sonoco,” and “Adjusted Diluted EPS”), reflect adjustments to the Company’s GAAP operating results to exclude amounts, including the associated tax effects, relating to:
+Added: These “non-GAAP” financial measures, which are identified using the term “Adjusted” (for example, “Adjusted Operating Profit,” “Adjusted Net Income Attributable to Sonoco,” and “Adjusted Diluted EPS”), reflect adjustments to the Company’s GAAP operating results to exclude amounts, including the associated tax effects, where applicable, relating to:
• restructuring/asset impairment charges 1 ;
• acquisition, integration and divestiture-related costs;
−Removed: • gains or losses from the divestiture of businesses and other assets;
+Added: • gains or losses from the divestiture of businesses;
• losses from the early extinguishment of debt;
1 unchanged sentence
• amortization expense on acquisition intangibles;
−Removed: • changes in LIFO inventory reserves;
+Added: • changes in last-in, first-out inventory reserves;
• certain income tax events and adjustments;
4 unchanged sentences
Although recurring, these charges are subject to significant fluctuations from period to period due to the varying levels of restructuring activity, the inherent imprecision in the estimates used to recognize the impairment of assets and the wide variety of costs and taxes associated with severance and termination benefits in the countries in which the restructuring actions occur.
−Removed: The Company’s management believes the exclusion of these amounts improves the period-to-period comparability and analysis of the underlying financial performance of the business.
−Removed: In addition to the “Adjusted” results described above, the Company also uses Adjusted EBITDA and Adjusted EBITDA Margin.
+Added: The Company’s management believes the exclusion of the amounts related to the above-listed items improves the period-to-period comparability and analysis of the underlying financial performance of the business.
+Added: In addition to the “Adjusted” results described above, the Company also uses Adjusted EBITDA, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin.
Adjusted EBITDA is defined as net income excluding the following:
2 unchanged sentences
provision for income taxes;
−Removed: depreciation, depletion and amortization expense;
+Added: depreciation and amortization expense;
non-operating pension costs;
2 unchanged sentences
changes in LIFO inventory reserves;
−Removed: gains/losses from the divestiture of businesses and other assets;
+Added: gains/losses from the divestiture of businesses;
acquisition, integration and divestiture-related costs;
2 unchanged sentences
and other non-GAAP adjustments, if any, that may arise from time to time.
−Removed: Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales.
+Added: Segment Adjusted EBITDA is defined as segment operating profit plus depreciation and amortization expense and equity in earnings of affiliates, net of tax.
+Added: Segment Adjusted EBITDA Margin is defined as Segment Adjusted EBITDA divided by segment net sales.
The Company’s non-GAAP financial measures are not calculated in accordance with, nor are they an alternative for, measures conforming to GAAP, and they may be different from non-GAAP financial measures used by other companies.
3 unchanged sentences
In addition, these same non-GAAP financial measures are used in determining incentive compensation for the entire management team and in providing earnings guidance to the investing community.
−Removed: 32 FORM 10-K SONOCO 2024 ANNUAL REPORT
Material limitations associated with the use of such measures include that they do not reflect all period costs included in operating expenses and may not be comparable with similarly named financial measures of other companies.
2 unchanged sentences
Further, Sonoco management does not, nor does it suggest that investors should, consider any non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
−Removed: Whenever reviewing a non-GAAP financial measure, investors are encouraged to review the related reconciliation to understand how it differs from the most directly comparable GAAP measure.
+Added: Whenever reviewing a non-GAAP financial measure, investors are encouraged to review and consider the related reconciliation to understand how it differs from the most directly comparable GAAP measure.
+Added: 31 FORM 10-K SONOCO 2025 ANNUAL REPORT
Reconciliations of GAAP to non-GAAP results are presented under “Reconciliations of GAAP to Non-GAAP Financial Measures” below in
9 unchanged sentences
The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures for each of the years presented:
−Removed: Adjusted Operating Profit, Adjusted Income Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS
−Removed: For the year ended December 31, 2024
−Removed: Dollars in thousands, except per share data
−Removed: Operating Profit Income Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco
+Added: Adjusted Operating Profit, Adjusted Income from Continuing Operations Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS
+Added: For the twelve-month period ended December 31, 2025
+Added: Dollars in thousands, except per share data Operating Profit Income from Continuing Operations Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco
As Reported (GAAP) 1
4 unchanged sentences
Amortization of acquisition intangibles 182,431 182,431 39,617 142,601 1.43
−Removed: Restructuring/Asset impairment charges 65,370 65,370 13,384 55,181 0.56
−Removed: Loss on divestiture of business and other assets 23,452 23,452 1,499 21,953 0.22
−Removed: Other expenses, net 3
+Added: Restructuring/Asset impairment charges, net 66,215 66,226 17,204 48,908 0.49
+Added: Gain on divestiture of business 3
(371,717) (371,717) (49,303) (729,590) (7.33)
Non-operating pension costs — 12,215 2,923 9,292 0.09
−Removed: Net gain from derivatives
−Removed: (7,225) (7,225) (1,811) (5,414) (0.05)
+Added: Net losses from derivatives 1,730 1,730 424 1,306 0.01
Other adjustments 4
3 unchanged sentences
Due to rounding, individual items may not sum appropriately.
−Removed: 1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $128,037, $116,309, and $19,934, respectively.
−Removed: 2 Acquisition, integration and divestiture related costs include losses on treasury lock derivative instruments, amortization of financing fees and pre-acquisition net interest exp enses totaling $33,569 r elated to debt instruments associated with the financing of the Eviosys acquisition.
−Removed: These costs are included in “Interest expense” in the Company’s Consolidated Statements of Income.
−Removed: 3 Other expenses, net primarily relates to remeasurement loss on Euro denominated cash held by the Company to close the Eviosys acquisition.
−Removed: 4 Other adjustments include discrete tax items primarily related to a $12,638 adjustment to deferred taxes from a post-acquisition restructuring of the partitions business, a $9,864 reduction in reserves for uncertain tax positions following the expiration of the applicable statute of limitations and a $5,796 tax benefit due to the recording of a deferred tax asset on the outside basis of certain held-for-sale entities, partially offset by an adjustment for hurricane-related insurance deductible losses.
+Added: 1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $644,424, $619,612, and $207,264, respectively.
+Added: 2 Acquisition, integration and divestiture-related costs relate primarily to the Company’s December 2024 acquisition of Eviosys, the April 2025 divestiture of TF P and the November 2025 divestiture of ThermoSafe.
+Added: 3 Gain on divestiture of business associated with Operating Profit primarily consists of the gain on the sale of ThermoSafe.
+Added: Net Income Attributable to Sonoco reflects the after-tax impact of the gains on the sales of both ThermoSafe and TFP.
+Added: 4 Other adjustments to the provision for income taxes include the following:
+Added: an expense related to the initial integration of the acquired Sonoco Metal Packaging EMEA legal entity structure of $10,479;
+Added: a deferred tax liability related to the foreign exchange effects on undistributed earnings of Sonoco Metal Packaging EMEA not considered to be indefinitely reinvested of $10,289;
+Added: provision-to-return and deferred remeasurement adjustments related to the divested TFP business of $5,998;
+Added: and other net unfavorable tax items totaling $7,723.
+Added: The impact of other adjustments on net income attributable to Sonoco primarily reflects these same items.
32 FORM 10-K SONOCO 2025 ANNUAL REPORT
−Removed: For the year ended December 31, 2023
−Removed: Dollars in thousands, except per share data
−Removed: Operating Profit Income Before Income Taxes
−Removed: Provision for Income Taxes Net Income Attributable to Sonoco
+Added: For the twelve-month period ended December 31, 2024
+Added: Dollars in thousands, except per share data Operating Profit Income from Continuing Operations Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS
As Reported (GAAP) 1
1 unchanged sentence
Acquisition, integration and divestiture-related costs 2
+Added: 91,600 125,169 24,281 115,602 1.16
Changes in LIFO inventory reserves (6,263) (6,263) (1,570) (4,693) (0.05)
Amortization of acquisition intangibles 78,595 78,595 19,170 75,614 0.76
−Removed: Restructuring/Asset impairment charges 47,909 47,909 10,808 44,036 0.44
−Removed: Gain on divestiture of business and other assets (78,929) (78,929) (19,076) (59,853) (0.60)
−Removed: Other income, net — (39,657) (9,624) (30,033) (0.30)
−Removed: Non-operating pension costs — 14,312 3,547 10,765 0.11
−Removed: Net gain from derivatives
+Added: Restructuring/Asset impairment charges, net 65,370 65,370 13,384 55,181 0.56
+Added: Loss on divestiture of business 23,452 23,452 1,499 21,953 0.22
+Added: Other expenses, net 3
— 104,200 27,670 76,530 0.77
+Added: Non-operating pension costs — 13,842 3,412 10,430 0.11
+Added: Net gains from derivatives (7,225) (7,225) (1,811) (5,414) (0.05)
Other adjustments 4
+Added: 982 982 20,566 (23,349) (0.24)
Total adjustments 246,511 398,122 106,601 321,854 3.24
1 unchanged sentence
Due to rounding, individual items may not sum appropriately.
−Removed: 1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $126,741, $125,805, and $29,548, respectively.
−Removed: For the year ended December 31, 2022
−Removed: Dollars in thousands, except per share data
−Removed: Operating Profit Income Before Income Taxes
−Removed: Provision for Income Taxes Net Income Attributable to Sonoco
+Added: 1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $128,037, $116,309, and $19,934, respectively.
+Added: 2 Acquisition, integration and divestiture-related costs include losses on treasury lock derivative instruments, amortization of financing fees and pre-acquisition net interest expenses totaling $33,569 related to debt instruments associated with the financing of the Eviosys acquisition.
+Added: These costs are included in “Interest expense” in the Company’s Consolidated Statements of Income.
+Added: 3 Other expenses, net primarily relates to remeasurement loss on Euro denominated cash held by the Company to close the Eviosys acquisition.
+Added: 4 Other adjustments include discrete tax items primarily related to a $12,638 adjustment to deferred taxes from a post-acquisition restructuring of the partitions business, a $9,864 reduction in reserves for uncertain tax positions following the expiration of the applicable statute of limitations and a $5,796 tax benefit due to the recording of a deferred tax asset on the outside basis of certain held-for-sale entities, partially offset by an adjustment for hurricane-related insurance deductible losses.
+Added: For the twelve-month period ended December 31, 2023
+Added: Dollars in thousands, except per share data Operating Profit Income from Continuing Operations Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS
As Reported (GAAP) 1
3 unchanged sentences
Amortization of acquisition intangibles 67,323 67,323 16,787 65,741 0.66
−Removed: Restructuring/Asset impairment charges 52,385 52,385 9,966 45,542 0.46
+Added: Restructuring/Asset impairment charges, net 47,909 47,909 10,808 44,036 0.44
+Added: Gain on divestiture of business (78,929) (78,929) (19,076) (59,853) (0.60)
+Added: Other income, net — (39,657) (9,624) (30,033) (0.30)
Non-operating pension costs — 14,312 3,547 10,765 0.11
−Removed: Net loss from derivatives
−Removed: 8,767 8,767 2,183 6,584 0.07
+Added: Net gains from derivatives (1,912) (1,912) (482) (1,430) (0.01)
Other adjustments 10,326 10,298 5,495 4,680 0.05
2 unchanged sentences
Due to rounding, individual items may not sum appropriately.
−Removed: 1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $112,044, $111,348, and $22,778, respectively.
+Added: 1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $126,741, $125,805, and $29,548, respectively.
33 FORM 10-K SONOCO 2025 ANNUAL REPORT
6 unchanged sentences
Provision for income taxes 390,850 25,443 149,278
−Removed: Depreciation, depletion, and amortization 374,859 340,988 308,824
+Added: Depreciation and amortization 519,356 374,859 340,988
Non-operating pension costs 12,215 13,842 14,312
Net income/(loss) attributable to noncontrolling interests 375 (9) 942
−Removed: Restructuring/Asset impairment charges 69,110 56,933 56,910
−Removed: Changes in LIFO inventory reserves (6,263) (11,817) 28,445
−Removed: Loss/(Gain) on divestiture of business and other assets
+Added: Restructuring/Asset impairment charges, net
66,641 69,110 56,933
+Added: Changes in LIFO inventory reserves 58 (6,263) (11,817)
+Added: (Gain)/Loss on divestiture of business (978,350) 23,452 (78,929)
Acquisition, integration and divestiture-related costs 66,834 110,883 26,254
−Removed: Other expenses/(income), net
−Removed: 104,200 (39,657) —
−Removed: Net (gain)/loss from derivatives (7,225) (1,912) 8,767
+Added: Other expense/(income), net — 104,200 (39,657)
+Added: Net loss/(gain) from derivatives 1,730 (7,225) (1,912)
Other non-GAAP adjustments 3,722 6,154 10,142
22 unchanged sentences
34 FORM 10-K SONOCO 2025 ANNUAL REPORT
−Removed: Segment Adjusted EBITDA and All Other Adjusted EBITDA, Adjusted EBITDA Margin Reconciliation
−Removed: For the Year Ended December 31, 2024
+Added: Segment and All Other Adjusted EBITDA and Segment Adjusted EBITDA Margin Reconciliation
+Added: For the Twelve Months Ended December 31, 2025
+Added: Excludes results of discontinued operations
Dollars in thousands Consumer Packaging segment Industrial Paper Packaging segment All Other Corporate Total
Segment and Total Operating Profit
−Removed: Depreciation, depletion and amortization 1
$ 626,920 $ 312,454 $ 50,813 $ 27,548 $ 1,017,735
+Added: Depreciation and amortization 1
+Added: 209,618 118,889 8,729 182,431 519,667
+Added: Other expense 2
+Added: — — — (27,481) (27,481)
Equity in earnings of affiliates, net of tax 226 9,297 — — 9,523
−Removed: Restructuring/Asset impairment charges 2
+Added: Restructuring/Asset impairment charges, net 3
— — — 66,215 66,215
Changes in LIFO inventory reserves 4
−Removed: — — — (6,263) (6,263)
Acquisition, integration and divestiture-related costs 5
— — — 54,158 54,158
−Removed: Loss on divestiture of business and other assets 5
+Added: Gain on divestiture of business 6
— — — (371,717) (371,717)
−Removed: Net gain from derivatives 6
+Added: Net loss from derivatives 7
— — — 1,730 1,730
Other non-GAAP adjustments — — — 4,335 4,335
−Removed: — — — 982 982
Segment Adjusted EBITDA $ 836,764 $ 440,640 $ 59,542 $ (62,723) $ 1,274,223
3 unchanged sentences
1 Included in Corporate is the amortization of acq uisition intangibles associated with the Consumer Packaging segment of $160,272, the Industrial Paper Packaging segment of $21,585, and the All Other group of businesses of $574.
−Removed: 2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $19,259, the Industrial Paper Packaging segment of $33,923, and the All Other group of businesses of $1,434.
+Added: 2 These expenses relate to charges from third-party financial institutions related to our 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.
+Added: 3 Included in Corporate are net restructuring/asset impairment charges associated with the Consumer Packaging segment of $54,200, the Industrial Paper Packaging segment of $8,307, and the All Other group of businesses of $5.
4 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $1,062 and the Industrial Paper Packaging segment of $(1,004).
5 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $21,992 and the Industrial Paper Packaging segment of $623.
−Removed: 5 Included in Corporate are net losses on the divestiture of business associated with the Industrial Paper Packaging segment of $24,357, including a loss of $25,607 from the sale of two production facilities in China, partially offset by a gain of $(1,250) from the sale of the S3 business, and a gain associated with the All Other group of businesses of $(905) related to the sale of Protexic.
−Removed: 6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(1,202), the Industrial Paper Packaging segment of $(5,174), and the All Other group of businesses of $(849).
+Added: 6 Included in Corporate are net gains on divestiture of businesses associated with the All Other group of businesses of $(378,014) from the sale of ThermoSafe and a gain associated with the Industrial Paper Packaging segment of $(1,207) from the sale of a production facility in France.
+Added: These gains were partially offset by losses of $5,390 related to the sale of the Company’s operations in Venezuela and $2,114 from the sale of a recycling facility in Asheville, North Carolina, both part of the Industrial Paper Packaging segment.
+Added: 7 Included in Corporate are net losses from derivatives associated with the Consumer Packaging segment of $166, the Industrial Paper Packaging segment of $1,497, and the All Other group of businesses of $67.
35 FORM 10-K SONOCO 2025 ANNUAL REPORT
−Removed: Segment Adjusted EBITDA and All Other Adjusted EBITDA, Adjusted EBITDA Margin Reconciliation
−Removed: For the Year Ended December 31, 2023
+Added: Segment and All Other Adjusted EBITDA and Segment Adjusted EBITDA Margin Reconciliation
+Added: For the Twelve Months Ended December 31, 2024
+Added: Excludes results of discontinued operations
Dollars in thousands Consumer Packaging segment Industrial Paper Packaging segment All Other Corporate Total
Segment and Total Operating Profit $ 294,832 $ 271,654 $ 53,278 $ (293,186) $ 326,578
−Removed: Depreciation, depletion, and amortization 1
+Added: Depreciation and amortization 1
109,355 116,149 11,962 78,595 316,061
Equity in earnings of affiliates, net of tax 365 9,223 — — 9,588
−Removed: Restructuring/Asset impairment charges 2
+Added: Restructuring/Asset impairment charges, net 2
— — — 65,370 65,370
3 unchanged sentences
— — — 91,600 91,600
−Removed: Gain from divestiture of business and other assets 5
+Added: Loss on divestiture of business and other assets 5
— — — 23,452 23,452
−Removed: Net gains from derivatives 6
+Added: Net gain from derivatives 6
— — — (7,225) (7,225)
Other non-GAAP adjustments — — — 982 982
−Removed: — — — 10,326 10,326
Segment Adjusted EBITDA $ 404,552 $ 397,026 $ 65,240 $ (46,675) $ 820,143
3 unchanged sentences
1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $52,144, the Industrial Paper Packaging segment of $25,619, and the All Other group of businesses of $832.
−Removed: 2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $4,111, the Industrial Paper Packaging segment of $38,754, and the All Other group of businesses of $2,547.
+Added: 2 Included in Corporate are net restructuring/asset impairment charges associated with the Consumer Packaging segment of $19,259, the Industrial Paper Packaging segment of $33,923, and the All Other group of businesses of $1,434.
3 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $(5,780) and the Industrial Paper Packaging segment of $(483).
4 Included in Corporate are acquisition, integration, and divestiture-related costs associated with the Consumer Packaging segment of $9,052 and the Industrial Paper Packaging segment of $(3,600).
−Removed: 5 Included in Corporate are gains from the sale of the Company’s timberland properties in the amount of $(60,945), the sale of its S3 business in the amount of $(11,065), and the sales of its BulkSak businesses in the amount of $(6,919), all of which are associated with the Industrial Paper Packaging segment.
+Added: 5 Included in Corporate are net losses from the divestiture of businesses within the Industrial Paper Packaging segment of $24,357, including a loss of $25,607 from the sale of two production facilities in China, partially offset by a gain of $(1,250) from the sale of the S3 business, and a gain on divestiture of businesses associated with the All Other group of businesses of $(905) related to the sale of Protexic.
6 Included in Corporate are net gains from derivatives associated with the Consumer segment of $(1,202), the Industrial Paper Packaging segment of $(5,174), and All Other of $(849).
−Removed: 7 Included in Corporate are other non-GAAP adjustments associated with the Industrial segment of $3,762 and the All Other group of businesses of $3,249.
36 FORM 10-K SONOCO 2025 ANNUAL REPORT
−Removed: Segment Adjusted EBITDA and All Other Adjusted EBITDA, Adjusted EBITDA Margin Reconciliation
−Removed: For the Year Ended December 31, 2022
+Added: Segment and All Other Adjusted EBITDA and Segment Adjusted EBITDA Margin Reconciliation
+Added: For the Twelve Months Ended December 31, 2023
+Added: Excludes results of discontinued operations
Dollars in thousands Consumer Packaging segment Industrial Paper Packaging segment All Other Corporate Total
Segment and Total Operating Profit $ 285,762 $ 317,917 $ 85,148 $ (99,778) $ 589,049
−Removed: Depreciation, depletion, and amortization 1
+Added: Depreciation and amortization 1
95,340 104,723 14,643 67,323 282,029
Equity in earnings of affiliates, net of tax 564 9,783 — — 10,347
−Removed: Restructuring/Asset impairment charges 2
+Added: Restructuring/Asset impairment charges, net 2
— — — 47,909 47,909
3 unchanged sentences
— — — 24,624 24,624
+Added: Gain from divestiture of business and other assets 5
+Added: — — — (78,929) (78,929)
Net gain from derivatives 6
7 unchanged sentences
1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $44,250, the Industrial Paper Packaging segment of $16,121, and the All Other group of businesses of $6,952.
−Removed: 2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $9,180, the Industrial Paper Packaging segment of $24,745, and the All Other group of businesses of $(69).
+Added: 2 Included in Corporate are net restructuring/asset impairment charges associated with the Consumer Packaging segment of $4,111, the Industrial Paper Packaging segment of $38,754, and the All Other group of businesses of $2,547.
3 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $(10,915) and the Industrial Paper Packaging segment of $(902).
4 Included in Corporate are acquisition, integration, and divestiture-related costs associated with the Consumer Packaging segment of $1,171 and the Industrial Paper Packaging segment of $5,810.
−Removed: 5 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $1,332, the Industrial Paper Packaging segment of $5,788, and All Other of $1,646.
+Added: 5 Included in Corporate are gains from the sale of the Company’s timberland properties in the amount of $(60,945), the sale of its S3 business in the amount of $(11,065), and the sales of its BulkSak businesses in the amount of $(6,919), all of which are associated with the Industrial Paper Packaging segment.
+Added: 6 Included in Corporate are net gains from derivatives associated with the Consumer segment of $(257), the Industrial Paper Packaging segment of $(1,290), and All Other of $(365).
+Added: 7 Included in Corporate are other non-GAAP adjustments associated with the Industrial segment of $3,762 and the All Other group of businesses of $3,249.
Financial Position, Liquidity, and Capital Resources
Operating Activities
−Removed: Cash flows from operations totaled $833.8 million in 2024, compared with $882.9 million in 2023, a year-over-year decrease of $(49.1) million.
−Removed: GAAP net income decreased by $312.0 million year over year as described in the “Results of Operations” section above.
−Removed: Net income in the current year also reflected a $33.9 million year-over-year increase in non-cash depreciation, depletion and amortization expense and a $9.4 million decrease in net non-cash asset impairment charges.
+Added: Cash flows from operations to taled $689.8 million in 2025, compared with $833.8 million in 2024, a year-over-year decrease of $144.1 million .
+Added: GAAP net income increased b y $839.4 million year over year, primarily as a result of the gains recognized on the 2025 divestitures of TFP and ThermoSafe as described in the “Results of Operations” section above.
+Added: Net income in the current year also reflected a $144.5 million year-over-yea r increase in non-cash depreciation and amortization expense, primarily related to the Eviosys acquisition on December 4, 2024, a $22.6 million increase in gains on the sale of assets, a $11.6 million decrease in share-based compensation expense, an d a $4.5 million decrease in net non-cash asset impairment charges.
+Added: GAAP net income in the prior year also included a remeasurement los s of $113.7 million related to euro denominated cash balances held in connection with the funding of the Eviosys acquisition.
+Added: No such remeasurements occurred in 2025.
Cash contributions to the Company’s pension and postretirement plans in 2025 were $22.3 million, compared with $19.6 million in 2024, a year-over-year increase of $2.7 million.
−Removed: Accrued expenses and other assets and liabilities provided $75.1 million of cash in 2024 and used $46.7 million of cash in 2023, for a year-over-year increase in provision of cash of $121.8 million.
−Removed: A significant driver of the change was the year-over-year increase in accrued management incentives in 2024 of $37.9 million, compared to a year-over-year decrease in 2023 of $22.7 million.
−Removed: The $60.6 million year-over-year increase in provision of cash related to accrued management incentive compensation, combined with a $34.1 million year-over-year increase in accrued interest as the result of higher interest expense related to financing transactions associated with the Eviosys acquisition, were the primary drivers of the increased provision of cash from accrued expenses and other assets and liabilities.
−Removed: Cash paid for taxes decreased by $97.3 million year over year.
−Removed: Tax payments in 2024 benefited from lower pre-tax income in the United States compared to 2023.
−Removed: Net working capital provided $128.1 million of cash in 2024, while it provided $218.8 million in 2023.
−Removed: This net year-over-year decrease in provision of cash of $90.7 million was driven largely by year-over-year changes in inventory levels, partially offset by changes in accounts payables.
−Removed: Inventories used cash of $13.3 million in 2024 while providing cash of $342.7 million in 2023.
−Removed: Inventory levels at the end of 2024 changed only slightly from inventory levels at the end of 2023;
−Removed: however, inventory levels at the end of 2023 were significantly lower than they were at the end of 2022, particularly in tinplate steel, as the Company focused on reducing inventory in a lower sales volume environment during 2023.
−Removed: Accounts payable provided $123.6 million of cash in 2024 while using $148.8 million of cash in 2024.
−Removed: The year-over-year increase in the provision of cash from accounts payable was attributable to the spending on inventories, the year-over-year change in the cost of inputs, and better negotiated terms with certain vendors.
−Removed: Accounts receivable provided $7.2 million less cash in 2024 compared to 2023.
+Added: Accrued expenses and other assets and liabilities provided $51.5 million and $75.1 million of cash in 2025 and 2024, respectively, a $23.6 million lower year-over-year provision of cash.
+Added: Significant drivers of the change include a $35.2 million lower year-over-year provision of cash related to accrued management incentive compensation as the accrual decreased $4.3 million year over year in 2025 while increasing $30.9 million year over year in 2024.
+Added: In addition, accrued interest reflected a use of cash of $4.8 million in 2025 compared to a provision of cash of $34.8 million.
+Added: The use of cash in 2025 reflects the reduction of accrued interest resulting from debt repayments throughout the year.
+Added: The provision of cash in 2024 reflects greater levels of accrued interest at the end of 2024 compared to 2023 resulting from the financing transactions associated with the Eviosys acquisition.
+Added: Partially offsetting the year-over-year impact of the changes in management incentive accruals and accrued interest were higher year-over-year restructuring accruals totaling $22.7 million.
+Added: Cash paid for taxes increased by $172.5 million year over year, p rimarily as a result of one-time taxes paid during 2025 on gains from the sale of TFP.
37 FORM 10-K SONOCO 2025 ANNUAL REPORT
+Added: Net working capital used cash of $70.6 million in 2025, while providing cash of $128.1 million in 2024.
+Added: The higher year-over-year net use of cash of $198.7 million was driven largely by changes in inventory and accounts payable, partially offset by changes in accounts receivable.
+Added: Inventories used cash of $80.9 million and $13.3 million in 2025 and 2024, respectively and accounts payable used $87.5 million of cash in 2025 while providing $123.6 million of cash in 2024 .
+Added: The year-over-year increase in the use of cash from inventory primarily relates to our Metal Packaging North America business, where inventory levels of steel were low at the end of 2023 and throughout 2024.
+Added: Steel inventory was increased through the peak packing season in the third quarter of 2025 before moderating over the remainder of the year.
+Added: The year-over-year increase in the use of cash from accounts payable also primarily relates to our Metal Packaging North America business.
+Added: As inventory levels increased throughout 2025, accounts payable also increased.
+Added: However, as inventory levels moderated in the fourth quarter of 2025, more of these payables were settled, resulting in a higher year-over-year use of cash.
+Added: Accounts receivable provided $80.1 million more cash in 2025 compared to 2024, reflecting the Company’s active management of collections and compliance with payment terms.
Investing Activities
−Removed: Investing activities used $4.1 billion of cash in 2024, compared with $619.3 million in 2023.
−Removed: The higher year-over-year use of cash was primarily attributable to higher acquisition spending as the Company invested $3.8 billion in the Eviosys acquisition in December 2024, compared with total acquisition spending of $372.6 million in 2023 for the acquisitions of RTS Packaging, the Chattanooga Mill, and Inapel.
−Removed: Capital expenditures in 2024 were $393.2 million, $30.2 million higher than the previous year.
−Removed: The year-over-year increase was driven by increased investments in various automation projects and strategic growth and productivity projects in both the Consumer Packaging and the Industrial Paper Packaging segments.
−Removed: Proceeds from the sale of businesses provided $81.0 million of cash in 2024 as the Company received cash from the sale of its Protexic business and additional proceeds related to the prior year sale of its S3 business.
−Removed: Proceeds from the sale of businesses provided $33.2 million of cash in 2023 as the Company received cash from the sales of its S3 and BulkSak businesses.
−Removed: Proceeds from the sale of assets totaled $15.6 million in 2024, primarily from the sale of previously closed production facilities, compared with $80.3 million in the prior year, primarily related to the sale of the Company’s timberland properties.
−Removed: Proceeds from the settlement of a net investment hedge provided $9.1 million of cash in 2024, and the Company paid $34.4 million in 2024 to settle a tranche of foreign currency forward contracts that the Company entered into in connection with the funding of the Eviosys acquisition.
−Removed: Net investments in affiliated companies used $2.7 million of cash in 2024, compared to $11.3 million of cash in 2023.
−Removed: Both years reflect additional investments in the Company’s investments in ISI Robotics and a small South Carolina-based designer and manufacturer of sustainable packaging solutions.
−Removed: The 2024 figure also reflects proceeds from the sale of the Company’s 2.7% equity interest in Northstar, which it had acquired on January 26, 2023 for $5.0 million, as part of the sale of its S3 business to Northstar.
−Removed: Other net investing proceeds provided $1.4 million less cash year over year, primarily as a result of lower life insurance proceeds received in the current year.
+Added: Investing activities provided $2.2 billion of cash in 2025, compared with using $4.1 billion of cash in 2024 .
+Added: Cash proceeds from the sale of TFP in April 2025 and ThermoSafe in November 2025 provided $2.5 billion of cash while cash proceeds from the sale of Protexic in April 2024 and additional proceeds related to the 2023 sale of the S3 business provided $81.0 million of cash in 2024.
+Added: Acquisition spending totaled $3.8 billion in 2024, primarily related to the December 2024 Eviosys acquisition.
+Added: There was no acquisition spending in 2025;
+Added: however, the Company received net cash proceeds of $16.5 million from a final working capital settlement related to Eviosys during 2025.
+Added: Capital expenditures in 2025 were $344.0 million, $49.2 million lower than the previous year as the Company had fewer large capital projects in 2025 and directed more of its capital to reducing outstanding debt .
+Added: Pr oceeds from the sale of assets totaled $47.0 million in 2025, compared with $15.6 million in the prior year.
+Added: The proceeds in both years were primarily from the sale of assets related to previously closed production facilities.
+Added: Proceeds from the settlement of a net investment hedge provided $9.1 million of cash in 2024, and the Company paid $34.4 million i n 2024 to settle a tranche of foreign currency forward contracts that the Company entered into in connection with the funding of the Eviosys acquisition.
+Added: No such similar settlements occurred in 2025.
+Added: Investments in affiliated companies and other net investing proceeds provided $6.5 million of cash in 2025 compared with a $10.0 million provision of cash in 2024.
+Added: The proceeds in 2025 were largely attributable to dividends from one of the Company’s affiliate investments representing a return on capital.
+Added: Both 2025 and 2024 reflect additional investments in the Company’s investments in ISI Robotics and 2024 includes an additional investment in a small South Carolina-based designer and manufacturer of sustainable packaging solutions.
+Added: The 2024 figure also reflects proceeds from the sale of the Company’s 2.7% equity interest in Northstar, which it had acquired on January 26, 2023 as part of the sale of its S3 business to Northstar.
Financing Activities
−Removed: Net cash provided by financing activities totaled $3.7 billion in 2024, compared with a net use of cash totaling $352.0 million in 2023.
−Removed: Financing activities in 2024 included net proceeds of debt totaling $3.9 billion used primarily to fund the acquisition of Eviosys.
−Removed: In 2023, the Company made net debt repayments of $150.4 million as it utilized strong operating cash flow and proceeds from the sale of assets to repay syndicated term loans ahead of their scheduled maturities.
−Removed: Financing activities in 2024 also included the payment of f ees totaling $19.0 million related to an unsecured bridge term loan facility to secure funding for the Eviosys acquisition.
−Removed: The change in outstanding checks used cash of $8.7 million in 2024 while providing cash of $6.4 million in the prior year.
−Removed: The year-over-year c hange is the result of the timing and size of the last accounts payable check runs in 2024 and 2023 relative to the Company’s December 31 year end.
+Added: Financing activities used $3.0 billion of cash in 2025 and provided $3.7 billion of cash in 2024.
+Added: The large provision of cash in 2024 included net proceeds from the issuance of debt totaling $3.9 billion primarily used to fund the Eviosys acquisition, which closed on December 4, 2024, while the significant use of cash in 2025 included net debt repayments totaling $2.8 billion.
+Added: These debt repayments included the $0.4 billion principal repayment of the Company’s 1.80% Notes upon their maturity in February 2025 and the repayments of two term loan facilities totaling $2.2 billion, ahead of their scheduled maturities, utilizing proceeds from the divestitures of TFP and ThermoSafe and available cash on hand.
+Added: Financing activities in 2024 also included the payment of fees totaling $19.0 million related to an unsecured bridge term loan facility to secure funding for the Eviosys acquisition.
+Added: The change in outstanding checks used cash of $3.7 million and $8.7 million in 2025 and 2024, respectively.
+Added: The year-over-year change is the result of the timing and size of the last accounts payable check runs in 2025 and 2024 relative to the Company’s December 31 year end.
Cash used to repurchase the Company’s common stock to satisfy employee tax withholding obligations in association with the exercise of certain share-based compensation awards was $10.9 million in 2025, compared to $9.2 million in 2024.
2 unchanged sentences
The Company’s cash balances are held in numerous locations throughout the world.
−Removed: At December 31, 2024 and 2023, approximately $190.1 million and $85.8 million, respectively, of the Company’s reported cash and cash equivalents balances of $431.0 million and $138.9 million, respectively, were held outside of the United States by its foreign subsidiaries.
+Added: O f the Company’s total reported cash and cash equivalents balances of $378.4 million and $431.0 million a t December 31, 2025 and 2024, respectively, approximately $193.3 million and $190.1 million, respectively, were held outside of the United States by its foreign subsidiaries.
Cash held outside of the United States is available to meet local liquidity needs, or for capital expenditures, acquisitions, and other offshore growth opportunities.
The Company has generally maintained sufficient domestic liquidity through a combination of operating cash flow generation and access to bank and capital markets borrowings, and therefore generally considered its foreign unremitted earnings to be indefinitely invested outside the United States and did not typically plan to repatriate such earnings, other than excess cash balances that could be repatriated at minimal tax cost.
−Removed: In 2024, due to the increase in debt in the United States affecting domestic liquidity, the Company did not consider certain future earnings of the Eviosys business to be indefinitely reinvested outside the United States and may repatriate excess cash balances from Eviosys at minimal tax cost.
−Removed: As of December 31, 2024, the Company is not providing for taxes on these amounts for financial reporting purposes.
−Removed: Computation of the potential deferred tax liability associated with unremitted earnings considered to be indefinitely reinvested is not practicable.
+Added: Beginning in 2024, due to the increase in debt in the United States affecting domestic liquidity as a result of the Eviosys acquisition, the Company does not consider certain future earnings of the Sonoco Metal Packaging EMEA business to be indefinitely reinvested outside the United States and is providing for taxes on these amounts for financial reporting purposes.
+Added: For those foreign unremitted earnings considered to be indefinitely reinvested, computation of the associated potential deferred tax liability is not practicable.
The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements.
−Removed: Under this pooling arrangement, the Company and its participating subsidiaries may maintain either a cash deposit or borrowing position through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit.
−Removed: Because it maintains a security interest in the cash deposits and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries with favorable interest terms on both.
+Added: Under this pooling arrangement, the Company and its participating subsidiaries may maintain either a cash deposit or a borrowing position through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit.
+Added: Because it maintains a security interest in the cash deposits and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries favorable interest terms on both the cash deposit and borrowing positions.
The Company, as part of its ongoing efforts to improve cash flow and related liquidity, works with suppliers to improve its terms and conditions, including extending payment terms.
5 unchanged sentences
All amounts outstanding at December 31, 2025 under the SCF Programs were recorded within trade accounts payable.
−Removed: The amount owed to the participating financial institution under the SCF Programs and included in accounts payable for continuing operations was $28.5 million at December 31, 2024 and $24.8 million at December 31, 2023.
−Removed: The Company accounts for all payments made under the SCF Programs as a reduction to cash flows from operations and reports them within “changes in payable to suppliers” in the Consolidated Statements of Cash Flows exclusive of the $7.5 million of obligations acquired in the acquisition of Eviosys .
+Added: The amount owed to the participating financial institution under the SCF Programs and included in accounts payable was $53.1 million and $28.5 million at December 31, 2025 and 2024, respectively.
+Added: The year-over-year increase is primarily due
+Added: 38 FORM 10-K SONOCO 2025 ANNUAL REPORT
+Added: to a greater level of participation in the SCF Programs Sonoco Metal Packaging EMEA following the acquisition of Eviosys.
+Added: The Company accounts for all payments made under the SCF Programs as a reduction to cash flows from operations and reports them within “changes in payable to suppliers” in the Consolidated Statements of Cash Flows.
A downgrade in the Company’s credit rating or changes in the financial markets could limit financial institutions’ willingness to commit funds to, and participate in, the SCF Programs.
However, the Company does not believe a reduction in, or the elimination of, the SCF Programs would have a material impact on its working capital or cash flows.
−Removed: The Company’s total debt at December 31, 2024, was $7.0 billion, a year-over-year increase of $4.0 billion.
+Added: The Company’s total debt at December 31, 2025, was $4.3 billion, a year-over-year decrease of $2.7 billion.
The year-over-year change reflects the following actions taken during 2025:
−Removed: • On May 3, 2024, the Company increased the commitments under its unsecured revolving credit facility by $350 million to an aggregate amount of $1.25 billion.
−Removed: The Company entered into this five-year facility, which supports its $1.25 billion commercial paper program, on June 30, 2021.
−Removed: At December 31, 2024, the Company had no commercial paper balances outstanding;
−Removed: accordingly, the committed capacity available for drawdown under its revolving credit facility at December 31, 2024 was $1.25 billion.
−Removed: 39 FORM 10-K SONOCO 2024 ANNUAL REPORT
−Removed: • 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”).
−Removed: The Term Credit Agreement provides the Company with the ability to borrow up to $700 million on an unsecured basis (the “Term Loan Facility”) to finance a portion of the cash consideration for the Company’s acquisition of Eviosys.
+Added: • On November 5, 2025, the Company repaid the outstanding $700 million principal amount of borrowings under a term loan facility using cash proceeds from the sale of ThermoSafe and the issuance of commercial paper.
+Added: The Company had entered into a credit agreement on July 12, 2024, with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent providing the Company with the ability to borrow up to $700 million on an unsecured basis to finance a portion of the cash consideration for the Company’s acquisition of Eviosys.
The Company drew down the entire term loan facility on December 2, 2024 in connection with the consummation of the Eviosys acquisition on December 4, 2024.
−Removed: • 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”).
−Removed: The 364 -Day Term Credit Agreement provides the Company with the ability to borrow up to $1.5 billion on an unsecured basis (the “ 364 -Day Term Loan Facility” and, together with the Term Loan Facility, the “Term Loan Facilities”) to finance a portion of the cash consideration for the Company’s acquisition of Eviosys.
+Added: Under the terms of the agreement, the borrowings became payable upon completion of the ThermoSafe divestiture.
+Added: • On April 3, 2025, the Company repaid the outstanding $1.5 billion principal amount of borrowings under its 364 -day term loan facility using a portion of the cash proceeds from the sale of TFP.
+Added: The Company had entered into a credit agreement on September 16, 2024 with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent providing the Company with the ability to borrow up to $1.5 billion on an unsecured basis to finance a portion of the cash consideration for the Company’s acquisition of Eviosys.
The Company drew down the entire 364 -day term loan facility on December 2, 2024 in connection with the consummation of the Eviosys acquisition on December 4, 2024.
−Removed: Pursuant to the terms of the Term Loan Facilities, the Company is required to use the net proceeds of its pending divestiture of TFP and certain future dispositions to reduce its indebtedness.
−Removed: • On September 19, 2024, the Company completed a registered public offering of senior unsecured notes (the “Notes”) in a combined aggregate principal amount of $1.8 billion.
−Removed: • On December 4, 2024, the Company completed the acquisition of Eviosys.
−Removed: The net cash consideration of approximately $3.8 billion and the acquisition-related fees and expenses, was funded through (i) the completed registered public offering of the Notes in a combined aggregate principal amount of $1.8 billion;
−Removed: (ii) the Term Loan Facility in an aggregate principal amount of $700 million ;
−Removed: (iii) the 364-Day Term Credit Agreement in an aggregate principal amount of $1.5 billion ;
−Removed: and (iv) cash on hand.
+Added: Under the terms of the agreement, the borrowings became payable upon completion of the TFP divestiture.
+Added: • On February 3, 2025, the Company repaid the $400 million aggregate principal amount of its 1.80% notes upon their maturity using proceeds from the issuance of commercial paper.
Included in “Other foreign denominated debt” at December 31, 2024 are $73.5 million of transfers of certain trade receivables of Eviosys to third-party financial institutions for which the requirements to be accounted for as a true sale in accordance with the guidance under ASC 860 were not met.
−Removed: At December 31, 2024, the Company had approximately $443.1 million in cash and cash equivalents on hand, including discontinued operations, and $1.25 billion in committed availability under its revolving credit facility, all of which was available for drawdown.
+Added: Additions to and settlements of these obligations during the year ended December 31, 2025 are reflected as “ Proceeds from issuance of debt ” and “ Principal repayment of debt ,” respectively, in “ Net cash (used)/provided by financing activities ” in the Company’s Consolidated Statements of Cash Flows.
+Added: All of these obligations had been settled as of December 31, 2025.
+Added: At December 31, 2025, the Company had approximately $378.4 million in cash and cash equivalents on hand and $1.25 billion in committed availability under its revolving credit facility, all of which was available for drawdown.
The Company has the contractual right to draw funds directly on the underlying revolving credit facility, which could possibly occur if there were a disruption in the commercial paper market.
As of December 31, 2025, the Company had scheduled debt maturities of $538.0 million, $316.4 million, $513.6 million, $600.8 million, and $602.2 million in 2026, 2027, 2028, 2029, and 2030, respectively.
−Removed: On February 3, 2025, the Company repaid the 1.80% notes due February 2025 using proceeds from the issuance of commercial paper.
−Removed: S ee Note 11 to the Consolidated Financial Statements for additional information regarding the Company’s contractual principal debt maturities.
+Added: See Note 11 to the Consolidated Financial Statements for additional information regarding the Company’s contractual principal debt maturities.
The Company’s contractual obligation maturities for interest payments on outstanding fixed-rate, long-term debt, as well as financing fees on the backstop line of credit, are expected to total approximately $150.2 million in 2026, $129.2 million in 2027, $128.7 million in 2028, $118.0 million in 2029, and $86.4 million in 2030.
−Removed: Capital spending is expected to total approximately $360 million in 2025, down slightly from 2024.
−Removed: The Company expects to continue to invest in profit generating projects in our Global Cans business (inclusive of the 2024 acquisition of Eviosys) and Global Paper Products business focused on footprint optimization, automation, and sales growth.
+Added: Capital spending is expected to total approximately $309 million in 2026, down 10% from 2025.
+Added: The Company expects to continue to invest in profit generating projects in our Consumer Packaging Americas, Consumer Packaging EMEA/APAC, and global industrial businesses focused on automation, footprint optimization, and sales growth.
The Company believes cash on hand and available credit, combined with expected net cash flows generated from operating and investing activities, will provide sufficient liquidity to cover these and other cash flow needs of the Company over the course of 2026 and beyond.
4 unchanged sentences
Should these efforts result in the future sale of any plants or business units, management expects to utilize the proceeds to pay down debt and/or invest in growth projects or strategic acquisitions.
−Removed: The net underfunded position of the Company’s various U.S and international defined benefit pension and postretirement plans was $168 million at the end of 2024, compared with $127 million at the end of 2023.
−Removed: The increase in the unfunded position reflects pension plans acquired in the December 4, 2024 acquisition of Eviosys with an unfunded liability totaling approximately $52.8 million.
−Removed: The Company contributed approximately $19.6 million to its benefit plans in 2024.
−Removed: Benefit plan contributions in 2025 are expected to total approximately $22 million .
+Added: The net unfunded position of the Company’s pension and postretirement plans was $163 million at the end of 2025, compared with $168 million at the end of 2024.
+Added: The Company contributed approximat ely $22 million to its benefit plans in 2025.
+Added: Ben efit plan contributions are expected to total approximately $23 million i n 2026.
Future funding requirements will depend largely on actual investment returns, future actuarial assumptions, legislative actions, and changes to the Company’s benefit offerings.
−Removed: Current assets increased ye ar over year by $1,128 million to $3,179 million at December 31, 2024, and current liabilities i ncreased b y $2,873 million to $4,038 million , resulting in a de crease in th e Company’s ratio of current assets to current liabilities to 0.8 at December 31, 2024 from 1.8 at December 31, 2023.
−Removed: Current assets were lower principally due to year-over-year reductions in inventory while current liabilities decreased primarily due to the repayment of the syndicated term loan that was due in December 2023.
−Removed: Total equity decreased $146 million during 2024 as net income of $164 million, other comprehensive loss of $137 million and stock-based compensation of $30 million were partially offset by dividends of $204 million and share repurchases of $9 million for tax share withholding on vested stock compensation granted to employees.
−Removed: The primary driver of other comprehensive income was a $144 million translation loss from the impact of a stronger U.S.
−Removed: dollar on the Company’s foreign investments.
+Added: Current assets decreased ye ar over year by $532 million to $2.65 billion at December 31, 2025, and current liabilities decreased b y $1.51 billion to $2.53 billion, resulting in an increase in the Company’s ratio of current assets to current liabilities to 1.0 at December 31, 2025 from 0.8 at December 31, 2024.
+Added: The decrease in both current assets and current liabilities primarily relates to the divestitures of TFP and ThermoSafe in 2025.
+Added: The reduction in current liabilities also reflects the repayment of debt in 2025, primarily the 1.80% Notes and the 364 -day syndicated term loan.
+Added: Total equity increased $1.35 billion during 2025 as net income of $1.0 billion, other comprehensive income of $542 million and stock-based compensation of $18 million were partially offset by dividends of $209 million and share repurchases of $11 million for tax share withholding on vested stock compensation granted to employees.
+Added: The primary driver of other comprehensive income was a $537 million translation gain from the impact of a weaker U.S.
+Added: dollar on the Company’s foreign investments, primarily the Company’s euro-denominated Sonoco Metal Packaging EMEA businesses.
On April 20, 2021, the Board authorized the repurchase of the Company’s common stock up to an aggregate amount of $350 million.
3 unchanged sentences
Although the ultimate determination of whether to pay dividends is within the sole discretion of the Board and is based on a variety of factors, the Company plans to continue paying dividends consistent with historical practice as earnings and the Company’s liquidity permit.
−Removed: Dividends per common share were $2.07 in 2024 , $2.02 in 2023 and $1.92 in 2021.
−Removed: On February 12, 2025 , the Company declared a regular quarterly dividend of $0.52 per common share payable on March 10, 2025 , to shareholders of record on February 26, 2025 .
+Added: Dividends per
39 FORM 10-K SONOCO 2025 ANNUAL REPORT
−Removed: The Company routinely enters into leasing arrangements for real estate (including manufacturing facilities, office space, warehouses, and packaging centers), transportation equipment (automobiles, forklifts, and trailers), and office equipment (copiers and postage machines).
+Added: common share were $2.11 in 2025 , $2.07 in 2024 and $2.02 in 2023.
+Added: On February 11, 2026 , the Company declared a regular quarterly dividend of $0.53 per common share payable on March 10, 2026 , to shareholders of record on February 25, 2026 .
+Added: The Company routinely enters into leasing arrangements for real estate (including manufacturing facilities, office space, and warehouses), transportation equipment (automobiles, forklifts, and trailers), and office equipment (copiers and postage machines).
Lease contracts with a term of 12 months or less are not recorded in the consolidated balance sheet.
4 unchanged sentences
As of December 31, 2025, the Company had long-term obligations to purchase electricity and steam, which it uses in its production processes, as well as long-term purchase commitments for certain raw materials, principally old corrugated containers.
+Added: In addition, as of December 31, 2025 the Company had purchase commitments of approximately $93.9 million to be paid in 2026 for the acquisition of tax credits that are expected to offset a portion of taxes payable recorded within “Accrued taxes” on the Company’s Consolidated Balance Sheets at December 31, 2025.
For additional information regarding the Company’s purchase commitment obligations, see Note 18 to the Consolidated Financial Statements.
4 unchanged sentences
The Company’s foreign operations are exposed to political, geopolitical, and cultural risks, but these risks are mitigated by diversification and the relative stability of the countries in which the Company has significant operations.
−Removed: Because the economy in Venezuela is considered highly inflationary under U.S.
−Removed: GAAP, the Company considers the U.S.
−Removed: dollar to be the functional currency of its Venezuelan operations and uses the official exchange rate when remeasuring the financial results of those operations.
−Removed: Economic conditions in Venezuela have worsened considerably over the past several years and there are no indications that conditions are likely to improve in the foreseeable future.
−Removed: Further deterioration could result in the recognition of an impairment charge or a deconsolidation of the subsidiary.
−Removed: At December 31, 2024, the carrying value of the Company’s net investment in its Venezuelan operations was approximately $2.1 million.
−Removed: In addition, at December 31, 2024, the Company’s “Accumulated other comprehensive loss” included a cumulative translation loss of $3.8 million related to its Venezuelan operations which would need to be reclassified to net income in the event of a complete exit of the business or a deconsolidation of the Venezuelan operations.
−Removed: Turkey has also been deemed to be a highly inflationary economy under U.S.
+Added: The economy in Venezuela has been considered highly inflationary under U.S.
+Added: GAAP since 2010.
+Added: Accordingly, the Company had considered the U.S.
+Added: dollar to be the functional currency of its Venezuelan operations and had used the official exchange rate when remeasuring the financial results of those operations since January 1, 2010.
+Added: Economic conditions in Venezuela worsened considerably over the past several years with no indications that conditions were likely to improve in the foreseeable future.
+Added: As a result, the Company sold its operations in Venezuela during the first quarter of 2025, recognizing a loss in the amount of $5.4 million, including $3.8 million of cumulative translation losses that were reclassified from accumulated other comprehensive income/(loss).
+Added: Turkey has been deemed to be a highly inflationary economy under U.S.
GAAP since the first quarter of 2022.
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dollars with changes recorded through earnings.
−Removed: The cumulative impact of applying highly inflationary accounting to Turk ey has been a pretax charge to earnings of $7.9 million ($6.1 million after tax), including $1.4 million ($1.1 million after tax) during 2024.
−Removed: Th e magnitude of future earnings impacts, however, is uncertain as such impacts are dependent upon unpredictable movements in the Turkish lira relative to the U.S.
+Added: The cumulative impact of applying highly inflationary accounting to Turkey has been a pretax charge to earnings of $9.2 million ($7.1 million after tax), including $1.3 million ($1.0 million after tax) during 2025 .
+Added: The magnitude of future earnings impacts, however, is uncertain as such impacts are dependent upon unpredictable movements in the Turkish lira relative to the U.S.
In addition to remeasurement-related charges, significant deterioration in the Turkish economy could result in the recognition of future impairment charges.
−Removed: However, the Company believes its exposure is limited to its net investment in Turkey, which was approximat ely $48.3 million as of December 31, 2024, including approximately $27.0 million of additional investment in Turkey as a result of the Eviosys acquisition
+Added: However, the Company believes its exposure is limited to its net investment in Turkey, which was approximately $54.7 million as of December 31, 2025.
The Company is a purchaser of various raw material inputs such as recovered paper, energy, steel, aluminum, and plastic resin.
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In addition, the Company may occasionally use traditional, unleveraged interest-rate swaps to manage its mix of fixed and variable rate debt and control its exposure to interest rate movements within select ranges.
−Removed: At December 31, 2024 , t he Company had derivative contracts outstanding to hedge the prices on a portion of anticipated natural gas and aluminum purchases.
−Removed: These contracts, some of which qualify as cash flow hedges, include natural gas swaps totaling approximately 5.25 million metric million British thermal units (“MMBTUs”) and aluminum swaps totaling 3,546 metric tons.
−Removed: These contracts have various maturity dates ranging through December 2025.
−Removed: The total fai r market value of these instruments resulted in a net gain position of $1.0 million and net loss position of $6.8 million at December 31, 2024 and December 31, 2023 , respectively.
−Removed: The Company routinely enters into derivative currency contracts to mitigate the risk of unfavorable fluctuations in the exchange rate on certain anticipated foreign currency cash flows.
−Removed: These contracts qualify as cash flow hedges and have various maturity dates rangi n g through Decembe r 2024.
−Removed: T he total market value of these instruments resulted in a net loss position of $4.9 million at December 31, 2024 and a net gain position of $1.5 million at December 31, 2023.
+Added: At December 31, 2025 , t he Company had derivative contracts outstanding to hedge the prices on a portion of anticipated aluminum purchases.
+Added: These contracts, some of which qualify as cash flow hedges, include aluminum swaps totaling 6,133 metric tons.
+Added: The total fai r market value of these instruments resulted in a net gain position of $1.7 million and $1 million at December 31, 2025 and December 31, 2024 , respectively.
+Added: The amount of t he gain included in accumulated other comprehensive income/(loss) at December 31, 2025 expected to be reclassified to the income statement during the next twelve months is $1.5 million.
+Added: The Company also has certain natural gas hedges that are not designated as cash flow hedges.
+Added: The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur in 2026.
+Added: T he total market value of these instruments resulted in a net gain position of $49 thousand at December 31, 2025 and a net loss position of $1.8 million at December 31, 2024 .
At December 31, 2025, the total notional amount of these contracts, in U.S.
−Removed: dollar terms, was $89 million, of which $18 million related to the Mexican peso, $30 million to the Polish zloty, $8 million to the Canadian dollar, $23 million to the Danish krone, $6 million to the Colombian peso, $5 million to the Czech koruna and $(1) million to all other currencies.
+Added: dollar terms, was $157 million , of which $(23) million related to the Canadian dollar, $22 million to the Euro , $52 million to the British pound , $(13) million to the Polish zloty , $39 million to the US Dollar, and $2 million to all other currencies for USD contracts and $42 million related to the Euro , $73 million to the British pound, $(56) million to the Polish zloty , $21 million to the US Dollar, and $(2) million to all other currencies for Euro contracts.
In addition, the Company had various currency contracts outstanding to hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables.
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The agreements were designated as net investment hedges for accounting purposes.
−Removed: 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.
−Removed: Interest payments received for the cross-currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” in the Company’s Consolidated Statements of Income.
+Added: The gain or loss on the net investment hedge derivative instruments is included in the “Foreign currency translation” component of “Accumulated other comprehensive income/(loss)” until the net investment is sold, diluted, or liquidated.
+Added: Interest payments received for the cross-
+Added: 40 FORM 10-K SONOCO 2025 ANNUAL REPORT
+Added: currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in “ Interest expense ” in the Company’s Consolidated Statements of Income.
The assumptions used in measuring fair value of the cross-currency swaps are considered level 2 inputs, which are based upon the Euro-to-U.S.
dollar exchange rate market.
−Removed: 41 FORM 10-K SONOCO 2024 ANNUAL REPORT
On April 15, 2024, as a result of the strengthening of the U.S.
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and European interest rates, the Company terminated its swap agreements and received a net cash settlement of $9.1 million.
−Removed: The foreign currency translation gain of approximately $3.1 million, net of tax, is included as a component of “Accumulated other comprehensive loss.”
+Added: The foreign currency translation gain of approximately $3.1 million, net of tax, is included as a component of “Accumulated other comprehensive income/(loss).”
Following the unwind of the swaps, the Company entered into new cross-currency swap agreements with a total notional amount of $500 million to effectively convert a portion of the Company’s fixed-rate U.S.
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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.
−Removed: The fair value of the Company’s net investment hedges was a gain position of $11.9 million and a loss position of $(5.1) million at December 31, 2024 and December 31, 2023, respectively.
−Removed: Foreign currency translation gain of $8.9 million (net of income taxes of $3.0 million) and loss of $3.8 million (net of income taxes of $1.3 million) were reported as components of “Accumulated other comprehensive loss” within “Foreign currency items” at December 31, 2024 and December 31, 2023, respectively.
+Added: On June 30, 2025, the Company entered into additional cross-currency swap agreements with a total notional amount of $285 million , maturing on February 1, 2027.
+Added: The swaps effectively convert a portion of the Company’s fixed-rate U.S.
+Added: dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.
+Added: The fair value of the Company’s net investment hedges was a loss po sition of $207.2 million and a gain position of $11.9 million at December 31, 2025 and December 31, 2024, respectively.
+Added: Foreign currency translation loss of $154.4 million (net of income taxes of $52.8 million ) and gain of $8.9 million (net of income taxes of $3.0 million) were reported as components of “Accumulated other comprehensive income/(loss)” within “Foreign currency items” at December 31, 2025 and December 31, 2024, respectively.
In anticipation of the offering of th e Notes, the Company entered into treasury lock derivative instruments with eleven banks, with a total notional principal amount of $900 million , on August 29, 2024.
2 unchanged sentences
T he loss is included in “ Interest expense ” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024.
−Removed: The total fair market value of the Company’s derivatives was a net favorable position of $8.0 million and a net unfavorable position of $10.4 million at December 31, 2024 and December 31, 2023, respectively.
+Added: The total fair market value of the Company’s derivatives was a net unfavorable position of $206.6 million and a net favorable position of $8.0 million at December 31, 2025 and December 31, 2024, respectively.
Derivatives are marked to fair value using published market prices, if available, or using estimated values based on current price quotes and a discounted cash flow model.
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These regulatory actions and a small number of private party lawsuits are believed to represent the Company’s largest potential environmental liabilities.
−Removed: The Company had accrued $7.0 million at December 31, 2024 with respect to these sites, including $5.1 million related to environmental contingencies at a site in Spartanburg, South Carolina, that is part of the Company’s Thermoformed and Flexibles Packaging business and part of the pending sale of TFP to Toppan.
+Added: The Company had accrued $1.8 million at December 31, 2025 with respect to these sites.
See “Environmen tal Charges” in Item 3 – Legal Proceedings and Note 18 to the Consolidated Financial Statements for more information on environmental matters.
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The following discussion represents those policies that involve the more significant judgments and estimates used in the preparation of the Company’s Consolidated Financial Statements.
+Added: 41 FORM 10-K SONOCO 2025 ANNUAL REPORT
Business Combinations
4 unchanged sentences
If we are required to adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations.
−Removed: 42 FORM 10-K SONOCO 2024 ANNUAL REPORT
Significant estimates and assumptions in estimating the fair value of acquired patents, customer relationships, trade names, proprietary technology, and other identifiable intangible assets include future cash flows that the Company expects to generate from the acquired assets, discount rate, customer attrition rate, and long-term revenue growth projections.
27 unchanged sentences
Under the income approach, the Company uses a discounted cash flow model based on projections of future years’ operating results and associated cash flows.
−Removed: The Company’s assessments reflect significant management assumptions and estimates related to the Company’s forecast of sales growth, gross profit margins and discount rates, which are validated by observed comparable trading and transaction multiples based on guideline public companies under the market approach.
+Added: The Company’s assessments reflect significant management assumptions and estimates related to the Company’s forecast of sales growth during the discrete period, EBITDA, and discount rates, which are validated by observed comparable trading and transaction multiples based on guideline public companies under the market approach.
The Company’s model discounts projected future cash flows, forecasted over a five-year period, with an estimated residual growth rate.
3 unchanged sentences
Therefore, should there be changes in the relevant facts and circumstances and/or expectations, management’s conclusions regarding goodwill impairment may change as well.
+Added: 42 FORM 10-K SONOCO 2025 ANNUAL REPORT
In considering the level of uncertainty regarding the potential for goodwill impairment, management has concluded that any such impairment would, in most cases, likely be the result of adverse changes in more than one assumption.
Management considers the assumptions used to be its best estimates across a range of possible outcomes based on available evidence at the time of the assessment.
−Removed: Other than in the Plastics-Medical, Plastics-Food, and Metal Packaging reporting units, there is no specific singular event or single change in circumstances management has identified that it believes could reasonably result in a change to the expected future results in any of its reporting units sufficient to result in goodwill impairment.
+Added: Other than in the Metal Packaging EMEA and Global Paper Products APAC reporting units, which are discussed below, there is no specific singular event or single change in circumstances management has identified that it believes could reasonably result in a change to the expected future results in any of its reporting units significant enough to result in goodwill impairment.
+Added: In the case of Metal Packaging EMEA, the lower differential between the fair value and carrying value of the reporting unit is due to the acquisition of Eviosys in December 2024, at which time the majority of assets and liabilities acquired were recorded at fair value.
In management’s opinion, a change of such magnitude would more likely be the result of changes to some combination of the factors identified above, a general deterioration in competitive position, introduction of a superior technology, significant unexpected changes in customer preferences, an inability to pass through significant raw material cost increases, and other such items as identified in “Item 1A.
Risk Factors” in this Annual Report on Form 10-K.
−Removed: Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill balances of Plastics-Medical, Plastics-Food, and Metal Packaging reporting units are individually at risk of impairment in the near term if each reporting unit’s operations do not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for each reporting unit or in other factors such as the particular discount rates used.
−Removed: Both the Plastics-Medical and Plastics-Food reporting units are part of the Company’s Thermoformed and Flexibles Packaging business and are included in the pending sale of TFP to Toppan.
−Removed: 43 FORM 10-K SONOCO 2024 ANNUAL REPORT
+Added: Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill balances of the Metal Packaging EMEA and Global Paper Products APAC 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.
+Added: Total goodwill associated with the Metal Packaging EMEA and Global Paper Products APAC reporting units was $1,397.0 million and $26.9 million, respectively at December 31, 2025.
Sensitivity Analysis
−Removed: In the 2024 annual goodwill impairment analysis, 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.
−Removed: Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rates for the Plastics-Medical, Plastics-Food, and Metal Packaging reporting units would have to increase to 13.8%, 12.4%, and 12.1%, respectively, in order for the estimated fair values of the reporting units to fall below their carrying values.
−Removed: Total goodwill associated with the Plastics-Medical, Plastics-Food, and Metal Pack aging reporting units wa s $63.6 million, $198.8 million, and $384.3 million, respectively, at December 31, 2024.
−Removed: The goodwill of the Plastics-Medical and Plastics-Food reporting units are reflected in “Non-current assets of discontinued operations” in the Company’s Consolidated Balance Sheets at December 31, 2024.
+Added: In the annual goodwill impairment analysis completed during the third quarter of 2025 , projected future cash flows for the Metal Packaging EMEA and Global Paper Products APAC reporting units were discounted at 12.0% and 13.0%, respectively, and their estimated fair values were determined to exceed their carrying values by approximately 3.1% and 9.0%, respectively.
+Added: Based on an equal weighting of the income and market approaches, and holding other valuation assumptions constant, the discount rates for the Metal Packaging EMEA and Global Paper Products APAC reporting units would have to increase to 12.7% and 15.4%, respectively, or projected EBITDA across all future periods would have to be reduced by approximately 3.0% and 8.4%, respectively, in order for the estimated fair values of the reporting units to fall below their individual carrying values.
The Company follows ASC 740, Accounting for Income Taxes, which requires a reduction of the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not such assets will not be realized.
19 unchanged sentences
Changes in estimates regarding the future achievement of these performance measures may result in significant fluctuations from period to period in the amount of share-based compensation expense recognized in the Company’s Consolidated Financial Statements.
−Removed: For the PCSU awards granted in 2024 and 2023, the performance payouts will be subject to further adjustment by a total stock return modifier as determined by the Company’s relative performance within its targeted peer group for each grant.
+Added: Performance payouts for PCSU awards are also subject to adjustment by a total stock return modifier as determined by the Company’s relative performance within its targeted peer group for each grant.
See Note 14 to the Consolidated Financial Statements for additional information on the Company’s share-based compensation plans.
3 unchanged sentences
nonqualified retirement plans, the U.S.
−Removed: Retirement and Retiree Health and Life Insurance Plan, the RTS Packaging Pension Plan, and the Sonoco U.K.
−Removed: Retirement Benefits Plan.
−Removed: On December 4, 2024, the Company completed the acquisition of Eviosys, which included the assumption of several defined benefit plans (the “Eviosys Plans”).
−Removed: At the time of the acquisition, the Eviosys Plans had a projected benefit obligation (“PBO”) of $74.1 million and plan assets of $21.2 million resulting in a net unfunded pension obligation of $52.8 million.
+Added: Retirement and Retiree Health and Life Insurance Plan, the Sonoco U.K.
+Added: Retirement Benefits Plan, and several defined benefit plans assumed by the Company upon its acquisition of Eviosys on December 4, 2024 (the “Eviosys Plans”).
+Added: As of December 31, 2025, the total benefit obligation of the Company’s pension and postretirement benefit plans was $483.3 million and the total assets of these plans were $320.5 million, resulting in a net unfunded pension and postretirement plan obligation of $162.9 million.
The actuarial valuations used to evaluate the plans employ key assumptions that can have a significant effect on the calculated amounts.
−Removed: The key assumptions used at December 31, 2024 in determining the PBO and the accumulated benefit obligation for retirement and retiree health and life insurance plans include discount rates and rates of compensation increase.
+Added: The key assumptions used at December 31, 2025 in determining the PBO for retirement plans and the accumulated benefit obligation for retiree
+Added: 43 FORM 10-K SONOCO 2025 ANNUAL REPORT
+Added: health and life insurance plans include discount rates and rates of compensation increase.
The key assumptions used to determine the 2025 net periodic benefit cost for retirement and retiree health and life insurance plans include discount rates, expected long-term rate of return on plan assets, and rates of compensation increase.
2 unchanged sentences
A third-party asset return model is used to develop an expected range of returns on plan investments over a 12- to 30-year period, with the expected rate of return selected from a best estimate range within the total range of projected results.
−Removed: The Company periodically re-balances its plan asset portfolio in order to maintain the targeted allocation levels.
+Added: The Company periodically rebalances its plan asset portfolio in order to maintain the targeted allocation levels.
The rate of compensation increase assumption is generally based on salary and incentive compensation increases.
−Removed: 44 FORM 10-K SONOCO 2024 ANNUAL REPORT
−Removed: The sensitivity to changes in the critical assumptions for the Company’s U.S., U.K., and Eviosys plans as of December 31, 2024, is as follows:
−Removed: ($ in millions)
+Added: The sensitivity to changes in the critical assumptions for the Company’s U.S.
+Added: based plans and Eviosys Plans as of December 31, 2025, is as follows:
+Added: ($ in millions) Percentage
Projected Benefit
15 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.