Sonoco Products Co: Form 10-Q for the period ended Jun 29, 2025

FORWARD LOOKING STATEMENTS

Statements included in this Quarterly Report on Form 10-Q that are not historical in nature, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Sonoco Products Company (the “Company” or “Sonoco”) and its representatives may from time to time make other oral or written statements that are also “forward-looking statements.” Words such as “aim,” “anticipate,” “assume,” “believe,” “can,” “committed,” “consider,” “continue,” “could,” “develop,” “estimate,” “expect,” “forecast,” “foresee,” “future,” “goal,” “guidance,” “intend,” “is designed to,” “likely,” “maintain,” “may,” “might,” “objective,” “ongoing,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “strategy,” “target,” “will,” “would,” or the negative thereof, and similar expressions identify forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:

• availability and supply of raw materials and energy, and offsetting high raw material and energy costs;
• the effects of economic downturns, tariffs or other changes in trade policy, inflation, volatility and other macroeconomic factors on the Company and its industry, including the Company’s ability to manage such matters and their effects on consumers and customers;
• the resiliency of the Company’s operating model;
• supply chain disruptions;
• consumer and customer actions in connection with political, social, and economic instability, war and other geopolitical tensions;
• improved productivity and cost containment;
• the Company’s integration of Titan Holdings I B.V. (“Eviosys”) and the Company’s ability to realize the anticipated benefits of the acquisition, including with respect to market leadership, strategic alignment, customer relationships, sustainability, innovation and cost synergies;
• effects and timing of, and anticipated costs, synergies and gains resulting from our other contemplated, pending, and completed acquisitions;
• effects and timing of, and anticipated gains and costs, of the Company’s restructuring and portfolio simplification activities, including with respect to streamlining of the Company’s organizational structure and the Company’s contemplated, pending, and completed divestitures, including the Company’s sale of its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”), and the potential divestiture of the Company’s ThermoSafe business;
• adequacy and anticipated amounts and uses of cash flows;
• capital allocation, including expected amounts of capital spending;
• the Company’s capital structure, including the incurrence of debt and the repayment of debt;
• the Company’s ability to adhere to restrictive covenants in its debt agreements;
• financial and business strategies and the results expected of them;
• producing improvements in earnings;
• profitable sales growth and rates of growth;
• market opportunities and anticipated growth thereof;
• expected impact and costs of resolution of legal proceedings;
• extent of, and adequacy of provisions for, environmental liabilities;
• adequacy of income tax provisions, realization of deferred tax assets, outcomes of uncertain tax issues and tax rates;
• goodwill impairment charges and fair values of reporting units;
• future asset impairment charges and fair values of assets;
• anticipated contributions to pension and postretirement benefit plans, fair values of plan assets, long-term rates of return on plan assets, and projected benefit obligations and payments;
• expected impact of implementation of new accounting pronouncements;
• creation of near-term and long-term value and returns for shareholders;
• continued payment of dividends; and
• planned stock repurchases.

Such forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning our future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Such risks, uncertainties and assumptions include, without limitation:

• ability to manage the mix of business and execute on the Company’s portfolio simplification strategy, including with respect to divestitures, such as the potential divestiture of its ThermoSafe business;
• ability to identify suitable acquisitions at the levels needed to meet growth targets;
• ability to satisfy closing conditions and close acquisitions, and to finance such acquisitions on acceptable terms;
• ability to successfully integrate newly acquired businesses, including Eviosys, into the Company’s operations, retain key employees, maintain relationships with customers and other third parties, and realize expected cost savings, synergies and other anticipated benefits relating thereto within the expected time period, or at all;
• availability, transportation and pricing of raw materials, energy and transportation, including the impact of changes in tariffs or sanctions and escalating trade wars, and the impact of war, general regional instability and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and the ongoing conflicts in the Middle East), and the Company’s ability to pass raw material, energy and transportation price increases and surcharges through to customers or otherwise manage these commodity pricing risks;
• costs of labor and employment, including the cost of employee and retiree medical, health, and life insurance benefits;
• work stoppages due to labor disputes;
• success of new product development, introduction and sales, including successful timing of new product or product innovation introductions;
• success of implementation of new manufacturing technologies and installation of manufacturing equipment, including the startup of new facilities and lines;
• consumer demand for products and changing consumer preferences, including changes related to inflation, tariffs, and other macroeconomic factors, and changes in consumer attitudes toward plastic packaging;
• ability to be the low-cost global leader in customer-preferred packaging solutions within targeted segments;
• competitive pressures, including new product development, and technological market leadership, reputation for quality, industry overcapacity, customer and supplier consolidation, and changes in competitors’ pricing for products;
• financial conditions of customers and suppliers;
• ability to maintain or increase productivity levels, contain or reduce costs, and maintain positive price/cost relationships;
• ability to negotiate or retain contracts with customers, including in segments with concentration of sales volume;
• inventory management strategies of customers;
• collection of receivables from customers;
• ability to maintain or improve margins and leverage, cash flows and financial position;
• ability to attract and retain talented and qualified employees, managers, and executives;
• ability to profitably maintain and grow existing domestic and international business and market share;
• availability of credit to us, our customers and suppliers in needed amounts and on reasonable terms;
• effects of our indebtedness on our cash flow and business activities;
• fluctuations in interest rates and our borrowing costs;
• fluctuations in obligations and earnings of pension and postretirement benefit plans, including the timing of funding plan obligations, and the accuracy of assumptions of underlying projections of benefit plan obligations and payments, valuation of plan assets, and projections of long-term rates of return;
• foreign currency exchange rate fluctuations, interest rate and commodity price risk and the effectiveness of related hedges;
• resolution of income tax contingencies;
• changes in U.S. and foreign tariffs, tax rates, tax laws, regulations and interpretations thereof, including income, sales and use, property, value added, employment, and other taxes;
• accuracy in valuation of deferred tax assets;
• the adoption of new, or changes in, accounting standards or interpretations;
• accuracy of assumptions underlying projections related to goodwill impairment testing, and accuracy of management’s assessment of goodwill impairment;
• accuracy of assumptions underlying fair value measurements, accuracy of management’s assessments of fair value and fluctuations in fair value;
• ability to maintain effective disclosure controls and internal controls, including with regard to financial reporting, to prevent or detect errors or acts of fraud;
• liability for and costs of resolution of litigation, regulatory actions, or other legal proceedings;
• liability for and anticipated costs of environmental remediation actions;
• effects of environmental laws and regulations, including with respect to climate change and emissions reporting;
• operational disruptions at our major facilities;
• failure or disruptions in our information technology systems;
• loss of consumer or investor confidence;
• ability to protect our intellectual property rights;
• changes in laws and regulations relating to packaging for food products and foods packaged therein, other actions and public concerns about products packaged in our containers, or chemicals or substances used in raw materials or in the manufacturing process;
• changing climate and greenhouse gas effects;
• ability to meet environmental, sustainability and other similar goals;
• actions of domestic or foreign government agencies, the impact of new and evolving laws, regulations, rules and standards affecting the Company, and increased costs of compliance;
• international, national, and local economic and market conditions and levels of unemployment;
• economic disruptions resulting from changing tariff policies and trade wars, the overall uncertainty surrounding international trade relations, war,and other geopolitical tensions (such as the ongoing military conflict between Russia and Ukraine and the ongoing conflicts in the Middle East), public health events, terrorist activities, and natural disasters, and our ability to successfully mitigate any negative impacts of such disruptions; and
• inflation and the activities and operations in highly inflationary economies.

More information about the risks, uncertainties, and assumptions that may cause actual results to differ materially from those expressed or forecasted in forward-looking statements is provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under Item 1A - “Risk Factors” and throughout other sections of that report and in other reports filed with the Securities and Exchange Commission. In light of these various risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.

The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. You are, however, advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties and assumptions, in our future filings with the Securities and Exchange Commission on Forms 10-K, 10-Q, and 8-K.

COMPANY OVERVIEW

Sonoco is a multi-billion dollar global designer, developer, and manufacturer of a variety of highly engineered and sustainable packaging products serving multiple end markets serving some of the world’s best-known brands around the globe from approximately 285 locations in 40 countries. 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.

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. The Company also manufactures uncoated recycled paperboard for both internal use and open market sale. Each of the Company’s operating units has its own sales staff and maintains direct sales relationships with its customers.

Sonoco’s goal is to increase its long-term profitability and return capital to shareholders. Over the past several years, we have simplified our portfolio around fewer, bigger businesses, which has reduced operating complexity and improved agility. On December 4, 2024, Sonoco completed the acquisition of Eviosys, Europe’s leading food cans, ends and closures manufacturer, from KPS Capital Partners, LP, for net cash consideration of approximately $3.8 billion. 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. The transaction, the largest in the Company’s history, expands Sonoco’s global leadership in metal food can and aerosol packaging and facilitates our ability to partner with global customers to advance innovation and sustainability in metal packaging offerings. Eviosys operates under the Consumer Packaging segment as Sonoco Metal Packaging EMEA.

Sonoco’s portfolio transformation strategy also includes significant divestitures. For example, on April 1, 2025, the Company completed the sale of TFP to TOPPAN Holdings Inc. (“Toppan”) for a purchase price of approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments. On a standalone basis, TFP had revenue of $1.3 billion in 2024.

As previously disclosed, the Company has initiated a review of strategic alternatives for ThermoSafe, its leading temperature-assured packaging business. On a standalone basis, ThermoSafe, which is part of the All Other group of businesses, had revenue of $245 million in 2024. The Company expects to complete its review of strategic alternatives for ThermoSafe in the second half of 2025.

The Company believes that these completed and potential divestitures will enable greater strategic and operational focus while also generating proceeds to fund deleveraging and further focus capital investments in our core Consumer Packaging and Industrial Paper 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. 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. The investment is intended to improve supply chain reliability and ensure consistent access to materials for customers. In parallel, the Company has 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.

Global Trade Developments

Recent developments in U.S. and foreign trade policy have increased uncertainty for the global economy and the Company’s business. On March 4, 2025, the U.S. Government (the “Administration”) imposed a 25% tariff on all imports from Canada or Mexico. After imposing this tariff, the Administration allowed for the temporary exemption from the tariff for any goods that comply with the United States-Mexico-Canada Agreement (“USMCA”), which has helped mitigate the impact of the tariff on the Company’s operations in North America. On February 10, 2025, the Administration announced the expansion of Section 232 steel and aluminum tariffs (“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. As a result, imported steel and aluminum is currently subject to a 50% duty.

Further, on April 2, 2025, the Administration announced reciprocal tariffs on imported goods from most countries. The reciprocal tariffs were temporarily held at 10% until July 9, 2025, after which date the Administration began announcing higher country-specific tariff rates, which are expected to go into effect August 1. In response to these tariff actions, Canada imposed retaliatory tariffs on goods coming from the United States, including a 25% tariff on a variety of enumerated goods, and has not exempted USMCA-qualified goods from these tariffs on U.S.-origin goods. Some of the enumerated goods subject to this tariff include products and materials shipped to Sonoco’s plants in Canada. The Company intends to claim end-use specific exemptions to mitigate the Canadian retaliatory tariffs where eligible.

While the exact scope of any tariffs or other trade policy changes that will ultimately be implemented is not known at this time, the Company does not currently expect these recently announced tariffs and proposed future tariffs to have a material direct effect on the Company’s profitability or cash flows over the remainder of 2025 because the Company’s manufacturing network is designed to serve local markets, reducing its exposure to cross-border disruptions and tariff-related risks, and 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. In addition, the Company believes its transformed portfolio following the Eviosys acquisition and the sale of TFP is significantly more resilient, with nearly two-thirds of the Company’s sales for the six-month period ended June 29, 2025 coming from the Consumer Packaging segment, a segment that has historically demonstrated strong performance across economic cycles. In addition, while the Section 232 Tariffs impact input costs for the Company’s U.S.-based metal packaging and rigid paper container businesses (part of the Consumer Packaging segment), 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.

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 the Administration’s trade policy changes closely in order to adapt its strategies and to maintain competitiveness in a challenging market environment. See “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Other Recent Developments

On July 4, 2025, subsequent to the end of the quarter, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. The OBBBA includes a broad range of tax reform provisions, including the extension of key provisions of the Tax Cuts and Jobs Act of 2017. While the Company is continuing to assess the potential impact of this new legislation, it currently does not expect the OBBBA to have a material impact on its results of operations.

RESULTS OF OPERATIONS

The Company’s financial statements are prepared in conformity with U.S. 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. The key GAAP measures used are net sales, operating profit, gross profit margin, net income attributable to Sonoco and diluted earnings per share. The key non-GAAP measures used are Adjusted operating profit, Adjusted net income attributable to Sonoco, Adjusted diluted earnings per share, Adjusted EBITDA and Adjusted EBITDA margin. For information about the Company’s use of non-GAAP measures and reconciliations of these measures to the most directly comparable GAAP measures see “Non-GAAP Financial Measures” below.

Management may also assess year-over-year changes in operating performance in terms of productivity savings or usage, which is driven by procurement savings or losses, production efficiencies or inefficiencies and the effect of fixed cost reduction initiatives. Management views productivity as a measure of operational excellence of the business and uses it to evaluate improvements in manufacturing efficiency, including automation, and other fixed and variable cost reduction initiatives. Management provides investors with this information to evaluate Sonoco’s operating results in a manner similar to how management evaluates operating performance. 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.

On December 18, 2024, the Company announced that it had entered into an agreement to sell TFP to Toppan. This sale was completed on April 1, 2025. In accordance with applicable accounting guidance, the results of TFP are presented as discontinued operations in the Condensed Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Quarterly Report on Form 10-Q. Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets as of June 29, 2025 and December 31, 2024. The Condensed Consolidated

Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented in this Quarterly Report on Form 10-Q reflect only the continuing operations of Sonoco unless otherwise noted.

Second Quarter 2025 Compared with Second Quarter 2024

The following discussion provides a review of results for the three-month period ended June 29, 2025 versus the three-month period ended June 30, 2024.

Overview

Consolidated net sales for the second quarter of 2025 were $1.9 billion, a $631.6 million or 49.4% increase from the second quarter of 2024. The increase was primarily driven by $601.3 million in net sales from the December 2024 Eviosys acquisition including the impact of foreign exchange rates and increased net sales of $44.7 million as a result of increased selling prices across the Industrial Paper Packaging and Consumer Packaging segments.

GAAP operating profit for the second quarter of 2025 was $175.7 million, an increase of 83.3% from the $95.8 million reported in the second quarter of 2024. The increase in GAAP operating profit was primarily due to a $121.0 million increase in gross profit, primarily related to the Eviosys acquisition, and a decrease in restructuring related costs of $8.2 million from the prior year, partially offset by an increase of $42.8 million in selling, general and administrative expenses. Adjusted Operating Profit for the second quarter of 2025 was $246.9 million, an increase of 74.0% from the $141.9 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the second quarter of 2025 increased to $493.4 million, or $4.96 per diluted share, compared to $90.8 million, or $0.92 per diluted share, for the second quarter of 2024. This increase was primarily due to the increase in GAAP operating profit as described above, and the increase in GAAP net income from discontinued operations due to the gain on the sale of the TFP divestiture. Adjusted net income attributable to Sonoco and Adjusted diluted earnings per share for the second quarter of 2025 were $136.1 million ($1.37 per diluted share), compared with $126.8 million ($1.28 per diluted share) for the same period in 2024.

Costs and Expenses

Cost of goods sold increased by $510.6 million, or 51.4%, in the second quarter of 2025 compared with the second quarter of 2024. This increase was primarily driven by the Eviosys acquisition. Gross profit margins decreased from 22.3% in the second quarter of 2024 to 21.3% in the second quarter of 2025.

Selling, general and administrative costs increased by $42.8 million, or 24.3%, and were 11.5% of sales in the second quarter of 2025, compared to 13.8% of sales in the second quarter of 2024. This increase reflects a $61.5 million impact from the Eviosys acquisition, partially offset by an $11.0 million decrease in acquisition, integration and divestiture related costs and $7.1 million decrease in employee-related costs.

Restructuring/Asset impairment charges totaled $9.8 million in the second quarter of 2025, compared with $18.0 million during the same period last year. The decrease was primarily related to the higher cost of restructuring actions in 2024, including the closure of a metal plant in Memphis, Tennessee, part of the Consumer Packaging segment. Additional information regarding restructuring and asset impairment charges is provided in Note 6 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Loss on divestiture of business of $2.1 million in the second quarter of 2025 reflects a $2.1 million loss from the sale of the Asheville recycling operations, a part of the Industrial Paper Packaging segment. Gain on divestiture of businesses during the second quarter of 2024 included $4.5 million in gains from the sales of the Protexic and S3 businesses. See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other expenses, net of $6.6 million in the second quarter of 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. Other income, net during the second quarter of 2024 was related to the $5.9 million gain upon the fair value remeasurement of one of the Company’s affiliate investments. See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to the 2024 gain.

Non-operating pension costs decreased $1.2 million during the second quarter of 2025 compared to the corresponding prior year quarter. This decrease was primarily due to a year-over-year increase in expected return on plan assets and lower amortization and settlement charges during the second quarter of 2025. Additional information regarding costs of the Company’s retirement plans is provided in Note 13 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net interest expense for the second quarter of 2025 increased to $60.2 million, compared with $25.6 million during the second quarter of 2024. The increase was primarily due to higher year-over-year debt levels resulting from financing transactions related to the Eviosys acquisition.

The effective tax rates for continuing operations reflected in GAAP net income and Adjusted net income attributable to Sonoco in the second quarter of 2025 were 37.3% and 25.6%, respectively, compared with 23.3% and 26.2%, respectively, in the corresponding prior year quarter. The increase in the GAAP effective tax rate was primarily due to tax rate changes on deferred taxes and various other unfavorable tax adjustments.

Discontinued Operations

Net income from discontinued operations totaled $424.5 million for the second quarter of 2025, compared with $33.5 million for the second quarter of 2024. The increase in net income reflects the gain on divestiture of business offset by lower sales upon completion of the sale of TFP on April 1, 2025.

Reportable Segments

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. The following table summarizes net sales attributable to each of the Company’s segments and the All Other group of businesses for the second quarters of 2025 and 2024:

(Dollars in thousands)

The following table summarizes operating profit attributable to each of the Company’s reportable segments, the All Other group of businesses, and Corporate-related activity during the second quarters of 2025 and 2024:

(Dollars in thousands)

53

Consumer Packaging

The products produced and sold within the Consumer Packaging segment are generally used to package a variety of consumer products and consist primarily of round and shaped rigid paper, steel and plastic containers; and metal and peelable membrane ends, closures, and components. These products primarily serve the consumer staples market, focused on food, beverage, household, personal, and pharmaceutical products.

Segment net sales increased $644.0 million over the corresponding prior year quarter primarily as a result of $601.3 million of net sales, including the impact of foreign exchange rates, from the December 2024 Eviosys acquisition, as well as increased volume/mix of $24.1 million and higher sales prices of $14.8 million.

Segment operating profit increased over the corresponding prior year quarter primarily due to $65.9 million of operating profit from the Eviosys acquisition, strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives of $7.6 million, and increased volume/mix of $3.2 million. As a result, segment operating profit margin increased to 13.1% in the second quarter of 2025 from 12.7% in the same period last year.

Industrial Paper Packaging

The primary products produced and sold within the Industrial Paper Packaging segment include goods produced from recycled fiber, including paperboard tubes, cones, and cores; paper-based protective packaging; and uncoated recycled paperboard for folding cartons, can board and laminated structures. Products across this segment support end markets, primarily in paper, textile, and films.

Segment net sales decreased $12.5 million from the corresponding prior year quarter primarily due to a decline in volume/mix of $25.0 million and the disposition of facilities in China during the fourth quarter of 2024 of $12.6 million. These headwinds were only partially offset by a $29.9 million increase from higher selling prices.

Segment operating profit increased over the corresponding prior year quarter primarily due to a $19.9 million increase from a positive price/cost environment combined with a $5.1 million increase attributable to strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives. These increases were partially offset by a decline of $8.1 million attributable to lower volumes. As a result, segment operating profit margin increased to 13.8% in the second quarter of 2025 from 11.1% in the same period last year.

All Other

The primary products produced within the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials serving a wide variety of end markets including consumer staples, consumer discretionary, and industrial.

Net sales improved from the same period of the prior year primarily due to favorable pricing and volumes across the All Other group of businesses.

All Other operating profit decreased in the second quarter of 2025 compared to the same period last year, primarily due to volume declines in our Industrial Plastics business and the sale of the Protexic business in April 2024. Price/cost was also a headwind from 2024, but this impact was largely offset by higher productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives. As a result, operating profit margin decreased to 13.8% in the second quarter of 2025 compared to 14.6% in the same period last year.

Six Months Ended June 29, 2025 Compared with Six Months Ended June 30, 2024

The following discussion provides a review of results for the six-month period ended June 29, 2025 compared with the six-month period ended June 30, 2024.

Overview

Consolidated net sales for the first six months of 2025 were $3.6 billion, a $1.0 billion or 39.9% increase from the same period last year. The increase was driven by $1.1 billion in net sales from the December 2024 Eviosys acquisition, including the impact of foreign currency exchange rates, and a $66.8 million favorable impact as a result of selling price increases across the Industrial Paper Packaging and Consumer Packaging segments. These increases were partially offset by the year-over-year loss of $63.1 million in sales due to divestitures not accounted for as discontinued operations.

GAAP operating profit for the first six months of 2025 was $302.5 million, an increase of 79.7% from the $168.4 million reported for the first six months of 2024. The increase in GAAP operating profit reflected a $203.6 million increase in gross profit primarily related to the Eviosys acquisition and a decrease in restructuring related costs of $25.6 million from the prior year, partially offset by an increase of $84.3 million in selling, general and administrative expenses, including the amortization of intangible assets, and acquisition and integration costs. Adjusted operating profit for the first six months of 2025 was $459.7 million, an increase of 68.7% from the $272.4 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the first six months of 2025 increased to $547.9 million, or $5.51 per diluted share, compared to $156.0 million, or $1.57 per diluted share, reported for the same period of 2024. This increase reflects the increase in GAAP operating profit as described above and the gain on sale from the TFP divestiture. Adjusted net income attributable to Sonoco and Adjusted diluted earnings per share for the six-month period ended June 29, 2025 decreased 14.6% to $273.0 million, or $2.74 per diluted share, from $238.3 million, or $2.40 per diluted share, in the six-month period ended June 30, 2024.

Costs and Expenses

Cost of goods sold increased by $828.7 million, or 40.8%, in the first six months of 2025 compared with the first six months of 2024. This increase was primarily driven by the Eviosys acquisition, partially offset by lower materials pricing and the decline in costs from the sale of the Protexic business in April 2024. Gross profit margins were 21.0% for the first six months of 2025 and 21.5% for the first six months of 2024.

Selling, general and administrative costs for the first six months of 2025 increased $84.3 million, or 24.5%, year over year. This increase reflected $99.5 million of additional costs related to the Eviosys acquisition, partially offset by an $11.0 million decrease in employee-related costs and a $7.2 million decrease in acquisition, integration and divestiture costs.

Restructuring/Asset impairment charges totaled $23.3 million during the first six months of 2025, compared with $49.0 million during the same period last year. The decrease was primarily related to the higher cost of restructuring actions in 2024, including the closures of a paper mill in Sumner, Washington, part of the Industrial Paper Packaging segment, and a metal plant in Memphis, Tennessee, part of the Consumer Packaging segment. Additional information regarding restructuring and asset impairment charges is provided in Note 6 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Loss on divestiture of business of $6.3 million during the first six months of 2025 reflected losses from the sales of the Company’s tube and core operations in Venezuela and the Asheville recycling operations, partially offset by a gain from the sale of a small construction tube operation in France, all part of the Industrial Paper Packaging segment. Gain on divestiture of businesses during the first six months of 2024 resulted from the sales of the Protexic and S3 businesses. See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other expense, net during the first six months of 2025 was $13.1 million, reflecting 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. Other income, net during the first six months of 2024 reflected the $5.9 million gain upon the fair value remeasurement of one of the Company’s affiliate investments. See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to the 2024 gain.

Non-operating pension costs decreased by $1.4 million during the first six months year over year. The decrease is primarily due to higher expected return on plan assets and lower amortization and settlement charges, partially offset by higher interest costs during the first six months of 2025. Additional information regarding costs of the Company’s retirement plans is provided in Note 13 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

GAAP net interest expense during the first six months of 2025 increased to $108.9 million, compared with $52.6 million during the first six months of 2024. The increase of $56.3 million was primarily due to higher year-over-year debt levels resulting from financing transactions related to the Eviosys acquisition.

The effective tax rates reflected in GAAP net income and Adjusted net income attributable to Sonoco in the first six months of 2025 were 34.8% and 25.7%, respectively, compared with 21.6% and 26.2%, respectively, in the prior-year period. The increase in the effective tax rate on GAAP net income attributable to Sonoco was primarily due to tax rate changes on deferred taxes and various other unfavorable tax adjustments.

Discontinued Operations

Net income from discontinued operations totaled $429.7 million for the first six months of 2025, compared with $63.3 million for the first six months of 2024. The increase in net income reflected the gain on the divestiture of TFP, partially offset by lower sales following the completion of the TFP divestiture on April 1, 2025.

Reportable Segments

The following table summarizes net sales attributable to each of the Company’s reportable segments, and the All Other group of businesses during the first six months of 2025 and 2024:

(Dollars in thousands)

The following table summarizes operating profit attributable to each of the Company’s reportable segments, the All Other group of businesses, and Corporate-related activity during the first six months of 2025 and 2024:

(Dollars in thousands)

Consumer Packaging

Segment net sales increased 96.9% year to date compared to the prior-year period, primarily due to net sales of $1.1 billion related to the December 2024 acquisition of Eviosys, a $47.4 million favorable impact from higher volume/mix during the period and a $16.3 million favorable impact from increased pricing.

Year-to-date segment operating profit increased 127.6%, primarily from the Eviosys acquisition of $115.7 million, an increase from strong price/cost initiatives of $28.1 million, improved volume/mix profits of $8.8 million and strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives of $8.5 million. As a result, segment operating profit margin increased from 11.4% in the first six months of 2024 to 13.1% in the first six months of 2025.

Industrial Paper Packaging

Segment net sales declined year to date compared to the prior-year period primarily due to decline in volume/mix of $51.0 million, the decline in sales of $24.2 million related to the divestiture of two China operations during Q4 2024 and the unfavorable impact from foreign currency exchange rates. These declines were partially offset by the $50.5 million increase in sales prices.

Segment operating profit increased 14.7% versus the prior-year period primarily as a result of improved price/cost trends of $30.1 million and improved productivity from procurement savings, production efficiencies and fixed cost initiatives of $12.4 million. This was partially offset by unfavorable impacts, primarily from lower volumes and foreign currency translation, totaling $22.9 million. As a result, segment operating margin increased from 11.1% in the first six months of 2024 to 13.3% in the first six months of 2025.

All Other

Net sales for the All Other group of businesses declined 21.3% year to date compared to the prior-year period primarily due to the sale of Protexic and lower volumes in temperature assured packaging.

All Other operating profit declined 19.2% year to date compared to the prior-year period due to the sale of Protexic, lower volumes and negative price/cost, partially offset by higher productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives. Segment operating margin increased to 13.9% year to date compared to 13.5% 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. 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:

• restructuring/asset impairment charges1;
• acquisition, integration and divestiture-related costs;
• gains or losses from the divestiture of businesses and other assets;
• losses from the early extinguishment of debt;
• non-operating pension costs;
• amortization expense on acquisition intangibles;
• changes in last-in, first-out (“LIFO”) inventory reserves;
• certain income tax events and adjustments;
• derivative gains/losses;
• other non-operating income and losses; and
• certain other items, if any.

1 Restructuring and restructuring-related asset impairment charges are a recurring item as the Company’s restructuring programs usually require several years to fully implement, and the Company is continually seeking to take actions that could enhance its efficiency. 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.

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. More information about the Company’s use of non-GAAP financial measures is provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Non-GAAP Financial Measures.”

In addition to the “Adjusted” results described above, the Company also uses Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA is defined as net income excluding the following: interest expense; interest income; provision for income taxes; depreciation and amortization expense; non-operating pension costs; net income/loss attributable to noncontrolling interests; restructuring/asset impairment charges; changes in LIFO inventory reserves; gains/losses from the divestiture of businesses and other assets; acquisition, integration and divestiture-related costs; other income; derivative gains/losses; and other non-GAAP adjustments, if any, that may arise from time to time. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales.

The Company’s non-GAAP financial measures are not calculated in accordance with, nor are they an alternative for, measures conforming to generally accepted accounting principles, and they may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles.

The Company presents these non-GAAP financial measures to provide investors with information to evaluate Sonoco’s operating results in a manner similar to how management evaluates business performance. The Company consistently applies its non-GAAP financial measures presented herein and uses them for internal planning and forecasting purposes, to evaluate its ongoing operations, and to evaluate the ultimate performance of management and each business unit against plans/forecasts. 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.

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. Furthermore, the calculations of these non-GAAP financial measures are based on subjective determinations of management regarding the nature and classification of events and circumstances that the investor may find material and view differently.

To compensate for any limitations in such non-GAAP financial measures, management believes that it is useful in evaluating the Company’s results to review both GAAP information, which includes all of the items impacting financial results, and the related non-GAAP financial measures that exclude certain elements, as described above. 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. 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.

Quarterly Reconciliations of GAAP to Non-GAAP Financial Measures

The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures in the Company’s Condensed Consolidated Statements of Income for the three-month periods ended June 29, 2025 and June 30, 2024.

Adjusted Operating Profit, Adjusted Income Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted Earnings Per Share (“EPS”)

Dollars in thousands, except per share data

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $625,773, $625,773 and $201,225, respectively.

2 Acquisition, integration and divestiture-related costs relate mostly to the Company’s December 2024 acquisition of Eviosys and the divestiture of the TFP business, which was completed on April 1, 2025.

3 Other adjustments include discrete tax items primarily related to tax rate changes on accumulated other comprehensive income (“AOCI”) and rate differences between non-US jurisdictions related to acquisitions/divestitures.

SONOCO PRODUCTS COMPANY

Dollars in thousands, except per share data

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $44,561, $44,091 and $10,551, respectively.

Adjusted EBITDA1

Dollars in thousands

1Adjusted EBITDA is calculated on a total Company basis, including both continuing operations and discontinued operations.

The Company does not calculate net income by segment; therefore, Adjusted EBITDA by segment is reconciled to the closest GAAP measure of segment profitability, segment operating profit. Segment operating profit is the measure of segment profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance in accordance with Accounting Standards Codification 280, “Segment Reporting,” as prescribed by the Financial Accounting Standards Board.

Segment results, which are reviewed by the Company’s management to evaluate segment performance, do not include the following: restructuring/asset impairment charges; amortization of acquisition intangibles; acquisition, integration and divestiture-related costs; changes in LIFO inventory reserves; gains/losses from the sale of businesses or other assets; gains/losses from derivatives; 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. Accordingly, the term “segment operating profit” is defined as the segment’s portion of “operating profit” excluding those items. 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. Total operating profit is composed of the sum of segment and All Other operating profit plus certain items that have been allocated to Corporate, including amortization of acquisition intangibles; restructuring/asset impairment charges; changes in LIFO inventory reserves; acquisition, integration and divestiture-related costs; gains/losses from the sale of businesses or other assets; gains/losses on derivatives; and certain other items that were excluded from segment and All Other operating profit.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

Dollars in thousands

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $38,333, the Industrial Paper Packaging segment of $5,655, and the All Other group of businesses of $205.

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.

3 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $1,479, the Industrial Paper Packaging segment of $8,228, 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 $1,193.

5 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $1,137 and the Industrial Paper Packaging segment of $213.

6 Included in Corporate is a $2,083 loss on the sale of a recycling facility in Asheville, North Carolina associated with the Industrial Paper Packaging segment.

7 Included in Corporate are net losses from derivatives associated with the Consumer Packaging segment of $208, the Industrial Paper Packaging segment of $1,864, and the All Other group of businesses of $82.

SONOCO PRODUCTS COMPANY

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

Dollars in thousands

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $11,042, the Industrial Paper Packaging segment of $6,231, and the All Other group of businesses of $206.

2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $9,876, the Industrial Paper Packaging segment of $7,737, and the All Other group of businesses of $214.

3 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $(462) and the Industrial Paper Packaging segment of $(956).

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Industrial Paper Packaging segment of $215.

5 Included in Corporate are gains from the divestiture of businesses including $(1,250) from the sale of the Sonoco Sustainability Solutions (“S3”) business, part of the Industrial segment, and $(3,228) from the sale of the Protective Solutions business, part of the the All Other group of businesses.

6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(540), the Industrial Paper Packaging segment of $(2,278), and the All Other group of businesses of $(667).

Year-to-Date Reconciliations of GAAP to Non-GAAP Financial Measures

The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures in the Company’s Condensed Consolidated Statements of Income for the six-month periods ended June 29, 2025 and June 30, 2024.

Adjusted Operating Profit, Adjusted Income Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS

Dollars in thousands, except per share data

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $663,564, $638,752, and $209,032, respectively.

2 Acquisition, integration and divestiture related costs relate mostly to the Company’s December 2024 acquisition of Eviosys and the April 2025 divestiture of TFP.

3 Loss/(gain) on divestiture of business primarily consists of the gain on the sale of the Company’s Thermoformed and Flexibles Packaging business, included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income.

4 Other adjustments include discrete tax items primarily related to tax rate changes on AOCI and rate differences between non-U.S. jurisdictions related to acquisitions/divestitures.

SONOCO PRODUCTS COMPANY

Dollars in thousands, except per share data

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $84,442, $83,341, and $20,040, respectively.

2 Other adjustments includes discrete tax items primarily related to a $4,455 adjustment to deferred taxes from the post-acquisition restructuring of the partitions business.

Adjusted EBITDA1

Dollars in thousands

1Adjusted EBITDA is calculated on a total Company basis, including both continuing operations and discontinued operations.

The following tables reconcile segment operating profit, the closest GAAP measure of profitability, to Segment Adjusted EBITDA.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

Dollars in thousands

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $74,835, the Industrial Paper Packaging segment of $10,920, and the All Other group of businesses of $399.

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 segment.

3 Included in Corporate are restructuring/asset impairment charges/(income) associated with the Consumer Packaging segment of $2,709, the Industrial Paper Packaging segment of $20,763, and the All Other group of businesses of $(27).

4 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $1,755.

5 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $21,209 and the Industrial Paper Packaging segment of $431.

6 Included in Corporate are net losses on the divestiture of businesses associated with the Industrial Paper Packaging segment of $6,266, including a loss of $2,083 from the sale of a recycling facility in Asheville, N.C. and losses totaling $4,183 related to the sale of a production facility in France and the entirety of our business in Venezuela.

7 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(76), the Industrial Paper Packaging segment of $(688), and the All Other group of businesses of $(31).

SONOCO PRODUCTS COMPANY

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

Dollars in thousands

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $22,099, the Industrial Paper Packaging segment of $12,862, and the All Other group of businesses of $412.

2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $14,193, the Industrial Paper Packaging segment of $30,340, and the All Other group of businesses of $1,362.

3 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $(370) and the Industrial Paper Packaging segment of $(617).

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $(281) and the Industrial Paper Packaging segment of $871.

5 Included in Corporate are gains from the divestiture of businesses, including $(1,250) from the sale of the S3 business, part of the Industrial Paper Packaging segment, and $(3,228) from the sale of the Protective Solutions business, part of the the All Other group of businesses.

6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(583), the Industrial Paper Packaging segment of $(2,467), and the All Other group of businesses of $(721).

Financial Position, Liquidity and Capital Resources

Operating activities used cash of $14.7 million in the first six months of 2025, while providing cash of $275.5 million in the same period of 2024, a year-over-year decrease of $290.1 million. GAAP net income increased by $391.5 million year over year, primarily as a result of the gain on the divestiture of TFP, partially offset by higher depreciation and amortization. Net working capital used $263.4 million of cash in the first six months of 2025, while using $29.2 million in the same period of 2024, for a year-over-year decrease in operating cash flow of $234.2 million. Accounts receivable used $34.8 million less cash during the first six months of 2025 than in the same period of 2024 as a result of the impact of the changing mix in customer payment terms and strong focus on cash management. Inventory used cash of $203.8 million in the first six months of 2025, while it provided cash of $15.4 million in the same period of 2024 due to higher overall inventory levels, mainly in tinplate steel, reflecting the impacts of both inflation and seasonality. Accounts payable provided cash of $8.1 million in the first six months of 2025 and provided cash of $57.9 million in the same period of 2024 due to timing of purchases and scheduled payments. The Company has continued to actively manage inventories and review payment terms with customers and suppliers to address risk and balance economic benefit. Changes in accrued expenses and other assets and liabilities used $98.2 million of cash in the first six months of 2025 and $3.7 million of cash in the same period of 2024, for a higher year-over-year use of cash of $94.5 million. The primary drivers contributing to the change include higher year-over-year payments related to management incentive compensation of $30.3 million, interest of $14.2 million, and restructuring initiatives of $14.9 million. Additionally, prepaid expenses provided $9.0 million of cash in 2025 and used $51.1 million of cash in 2024, reflecting lower advance payments year over year for steel purchases from China. Income taxes payable provided $198 million of cash in 2025, compared to $6.6 million in 2024, primarily due to the gain from the sale of TFP business, and the deferral of the majority of the related payment to the second half of 2025.

Investing activities provided $1,645.3 million of cash in the first six months of 2025, compared with using $96.6 million in the same period of 2024. The higher year-over-year provision of cash of $1,741.9 million was primarily the result of the sale of the Company’s TFP business on April 1, 2025 for which the Company received net cash proceeds totaling $1,807.5 million, and a final working capital settlement of $16.5 million related to the December 2024 acquisition of Eviosys. Proceeds from sale of businesses in the first six months of 2024 were $81.5 million, primarily from the sale of the Company’s Protexic business. Capital expenditures during the first six months of 2025 totaled $187.5 million, a $7.8 million increase year over year.

Financing activities used $1,776.8 million and $178.0 million of cash in the six-month periods ended June 29, 2025 and June 30, 2024, respectively. The primary driver of the $1,598.8 million higher year-over-year use of cash was net debt repayments totaling $1,668.9 million during the first six months of 2025, including the repayment upon maturity of the $400 million aggregate principal amount of the Company’s 1.800% notes due February 2025, largely funded by commercial paper borrowings, and the April 2025 repayment of the outstanding $1,500 million principal amount of borrowings under its 364-day term loan facility and a portion of its outstanding commercial paper borrowings using cash proceeds from the sale of TFP. Net debt repayments in the first six months of 2024 were $80.2 million. Cash used to pay dividends increased by $2.2 million year over year, reflecting the increase in the quarterly dividend payment from $0.52 per share to $0.53 per share approved by the Company’s Board of Directors in April 2025. 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 $10.6 million in the six-month period ended June 29, 2025, compared to $9.2 million in the corresponding prior-year period.

During the six-month period ended June 29, 2025, the Company reported a net increase in cash and cash equivalents of $32.9 million due to currency translation adjustments resulting from a weaker U.S. dollar relative to the majority of the foreign currencies in which the Company’s cash and cash equivalents were held.

The Company’s cash balances are held in numerous locations throughout the world. At June 29, 2025 and December 31, 2024, approximately $174.1 million and $190.1 million, respectively, of the Company’s reported cash and cash equivalents balances of $329.8 million and $431.0 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 uses a notional pooling arrangement with an international bank to help manage global liquidity requirements. Under this pooling arrangement, the Company and its participating subsidiaries may maintain either 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. 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 maintains a revolving credit facility with total commitments of $1.25 billion and a maturity date of May 3, 2029. The Company’s $1.25 billion commercial paper program is supported by the revolving credit facility. At June 29, 2025, the Company had $354.6 million in commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at June 29, 2025 was $895.4 million. 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.

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

On April 3, 2025, the Company repaid the outstanding $1.50 billion principal amount of borrowings under its 364-day term loan facility using a portion of the cash proceeds from the sale of TFP.

At June 29, 2025, the Company had scheduled debt maturities of approximately $437 million over the next twelve months. The Company believes that cash and cash equivalents on hand, expected net cash flows generated from operating and investing activities, available capacity under the Company’s increased borrowing arrangements, and proceeds from potential divestitures, will provide sufficient liquidity to cover the remaining debt maturities and other cash flow needs of the Company over the next twelve months and beyond.

Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage and a minimum level of net worth, as defined in the agreements. As of June 29, 2025, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.

The Company continually explores strategic acquisition opportunities that may result in the use of cash. Given the nature of the acquisition process, the timing and amounts of such expenditures are not always predictable. The Company expects that any additional acquisitions requiring funding in excess of cash on hand would be financed using existing credit facilities or additional borrowings.

The Company anticipates making additional contributions to its other pension and postretirement plans of approximately $12 million during the remainder of 2025, resulting in expected total contributions to these plans of approximately $22 million in 2025. Future funding requirements beyond the current year will vary depending largely on investment performance, future actuarial assumptions, and legislative actions.

Fair Value Measurements, Foreign Exchange Exposure and Risk Management

Certain assets and liabilities are reported in the Company’s financial statements at fair value, the fluctuation of which can impact the Company’s financial position and results of operations. Items reported by the Company at fair value on a recurring basis include derivative contracts and pension-related assets. The valuation of a majority of these items is based either on quoted prices in active and accessible markets or on other observable inputs.

As a result of operating globally, the Company is exposed to changes in foreign exchange rates. The exposure is well diversified, as the Company’s facilities are located throughout the world, and the Company generally sells in the same countries where it produces with both revenue and costs transacted in the local currency. The Company monitors these exposures and uses foreign currency forward contracts and other risk management instruments to manage exposure to changes in foreign currency cash flows and the translation of monetary assets and liabilities on the Company’s condensed consolidated financial statements by hedging a portion of forecasted transactions that are denominated in foreign currencies, foreign currency assets and liabilities, or its net investment in foreign subsidiaries. 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.

The economy in Venezuela has been considered highly inflationary under U.S. GAAP since 2010. Accordingly, the Company considered the U.S. dollar to be the functional currency of its Venezuelan operations and used the official exchange rate when remeasuring the financial results of those operations since January 1, 2010. Economic conditions in Venezuela worsened considerably over the past several years with no indications that conditions were likely to improve in the foreseeable future. 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.

Turkey has been deemed to be a highly inflationary economy under U.S. GAAP since the first quarter of 2022. Accordingly, the Company considers the U.S. dollar to be the functional currency of its operations in Turkey and has remeasured monetary assets and liabilities denominated in Turkish lira to U.S. dollars with changes recorded through earnings. The cumulative impact of applying highly inflationary accounting to Turkey has been a pretax charge to earnings of $8.1 million ($6.3 million after tax), including $0.2 million ($0.2 million after tax) during the six-month period ended June 29, 2025. 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. dollar. In addition to remeasurement-related charges, significant deterioration in the Turkish economy could result in the recognition of future impairment charges. However, the Company believes its exposure is limited to its net investment in Turkey, which was approximately $48 million as of June 29, 2025.

The Company is a purchaser of various raw material inputs such as recovered paper, energy, steel, aluminum, and plastic resin. The Company generally does not engage in significant hedging activities for these purchases other than for energy and, from time to time, aluminum, because there is usually a high correlation between the primary input costs and the ultimate selling price of its products. Inputs are generally purchased at market or at fixed prices that are established with individual suppliers as part of the purchase process for quantities expected to be consumed in the ordinary course of business. On occasion, where the correlation between selling price and input price is less direct, the Company may enter into derivative contracts such as futures or swaps to manage the effect of price fluctuations. 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.

At June 29, 2025, the Company had derivative contracts outstanding to hedge the prices on a portion of anticipated aluminum purchases. These contracts, some of which qualify as cash flow hedges, include aluminum swaps totaling 8,740 metric tons. The total fair value of the Company’s commodity cash flow hedges netted to a loss position of $0.3 million and a gain position of $0.7 million at June 29, 2025 and December 31, 2024, respectively. The amount of the loss included in accumulated other comprehensive income at June 29, 2025 expected to be reclassified to the income statement during the next twelve months is $0.3 million.

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. The total market value of these instruments resulted in a net gain position of $1.2 million and a net loss position of $1.8 million at June 29, 2025 and December 31, 2024, respectively. In addition, at June 29, 2025, the Company had various currency contracts outstanding to hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. Although placed as economic hedges, the Company does not apply hedge accounting to these instruments. As such, changes in fair value are recorded directly to income and expense in the periods that they occur. The fair value of the Company’s non-designated derivatives position was a gain of $4.3 million and a loss of $2.7 million at June 29, 2025 and December 31, 2024, respectively.

In 2023, the Company became a party to 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. dollar denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. The swap agreements, which had a maturity of December 18, 2026, provided for the Company to receive semi-annual interest payments in U.S. dollars at a fixed rate and to make semi-annual interest payments in euros at a fixed rate. On April 15, 2024, as a result of the strengthening of the U.S. dollar against the euro, as well as a reduction in the differential between U.S. and European interest rates, the Company terminated its swap agreements and received a net cash settlement of $9.1 million. 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, in April 2024 the Company entered into new cross-currency swap agreements with a total notional amount of $500 million, maturing on May 1, 2027, to effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt.

In December 2024, the Company entered into additional cross-currency swap agreements with a total notional amount of $1.5 billion, including $500 million maturing on September 1, 2026, $500 million maturing on September 1, 2029, and $500 million maturing on May 1, 2030. The swaps effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.

On June 30, 2025, subsequent to the end of the second quarter, the Company entered into additional cross-currency swap agreements with a total notional amount of $285 million, maturing on February 1, 2027. The swaps effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.

All of the Company’s cross-currency swap agreements are designated as net investment hedges for accounting purposes and have the risk management objective of managing foreign currency risk relating to net investments in certain European subsidiaries denominated in euros.

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. Net interest receivables for the cross-currency swaps totaling $9.1 million and $18.1 million for the three and six months ended June 29, 2025 are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” in the Company’s Condensed Consolidated Statements of Income. The assumptions used in measuring fair value of the cross-currency swaps are considered level 2 inputs, which are based upon the Euro-to-U.S. dollar exchange rate market.

The fair value of the Company’s net investment hedges was a loss position of $218.2 million and a gain position of $11.9 million at June 29, 2025 and December 31, 2024, respectively. Foreign currency translation loss of $162.6 million (net of income taxes of $55.7 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 June 29, 2025 and December 31, 2024, respectively.

The Company has an investment in preferred stock of a nonaffiliated private company that is accounted for under the measurement alternative of cost less impairment, adjusted for any qualifying observable price changes. Observable price changes would consist of Level 2 inputs based on privately negotiated transactions with the nonaffiliated company. The preferred stock balance of $21.2 million is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheet as of June 29, 2025.

During the first six months of 2025, the U.S. dollar weakened appreciably against most of the functional currencies in which the Company’s foreign investments are held, including the euro, the British pound, the Moroccan dirham, the Polish zloty, and the Mexican peso. The impact of these changes, and the changes in the net investment hedge discussed above, resulted in a net translation gain of approximately $462 million being recorded in “Accumulated other comprehensive income/(loss)” during the six-month period ended June 29, 2025.

Restructuring and Impairment

Information regarding restructuring charges and restructuring-related asset impairment charges is provided in Note 6 to the Company’s Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

New Accounting Pronouncements

Information regarding new accounting pronouncements is provided in Note 3 to the Company’s Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

Information about the Company’s exposure to market risk is discussed under Part I, Item 2 in this Quarterly Report on Form 10-Q and was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 28, 2025. There have been no other material quantitative or qualitative changes in market risk exposure since the date of that filing.

Evaluation of Disclosure Controls and Procedures

Under the supervision, and with the participation, of our management, including our Company’s Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”), we conducted an evaluation pursuant to Rule 13a-15(b) under the Exchange Act of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our CEO and CFO concluded that such controls and procedures, as of June 29, 2025, the end of the period covered by this Quarterly Report on Form 10-Q, were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. For this purpose, disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information that is required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

On December 4, 2024, we acquired Eviosys and, as disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, management excluded Eviosys from our assessment of internal control over financial reporting as of December 31, 2024 as permitted by SEC rules and regulations. We are in the process of integrating Eviosys into Sonoco’s internal control structure during fiscal 2025. Except as it relates to the integration activities of the Eviosys business, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 29, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This Quarterly Report on Form 10-Q should be read together with, and supplement, the risk factors in Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which describes various risks and uncertainties to which the Company is or may become subject. The risk factor below updates certain risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 in light of recent events. The below risk factor and the risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect its business, financial condition and/or operating results.

Risks Related to the Domestic and Global Economies and to Doing Business Globally

Changes in United States trade policies and global regulations, as well as the overall uncertainty surrounding international trade relations, could materially and adversely affect our consolidated financial condition and results of operations.

We continue to face uncertainty with respect to trade relations between the United States and many of its trading partners. For example, in the first half of 2025, the U.S. government has announced, delayed, re-imposed and revised a series of broad-based, as well as country-, bloc- and sector-specific, tariffs on imports, as well as other trade policy changes. Some countries have announced retaliatory actions or plans for retaliatory actions, which may continue to give rise to further escalations of trade measures by the United States and impacted countries. The exact scope of any tariffs or other trade policy changes that will ultimately be implemented is not known at this time, and the impacts on our business and results of operations are uncertain. Such tariffs and other trade restrictions have had, and may in the future have, an adverse direct effect on our costs of products sold and margins and may also have an adverse indirect effect due to reduced demand for our products or other impacts to our customers, suppliers or other business partners. Additional measures targeting U.S. trade with China and other countries may have further direct and indirect adverse effects on our consolidated financial condition and results of operations.

In addition, in July 2020, the USMCA, which replaced the North American Free Trade Agreement, became effective. In response to this agreement, other countries may change their own trade policies, including the imposition of additional tariffs and quotas, which could also adversely affect our business outside the United States. If further tariffs are imposed on a broader range of imports, further retaliatory trade measures are taken by countries in response to tariffs, or efforts are made to withdraw from or substantially modify such agreements, then we may be required to raise our prices or incur additional expenses, which may result in the loss of customers and harm our sales, earnings, business, financial condition, and results of operations. Furthermore, while the duty preferential treatment for goods that qualify for the USMCA was temporarily exempted from the Administration’s 25% tariff on Mexican and Canadian goods, Canada has imposed retaliatory tariffs on goods coming from the United States that do not exempt USMCA-qualified goods. Some of the enumerated goods subject to this tariff include products and materials shipped to Sonoco’s plants in Canada, and the Company may be unable to claim end-use exemptions to mitigate the impact of such tariffs. These or any future retaliatory measures, or the removal of the exemption by the Administration, could impact our operations by increasing the cost of imported raw materials and finished goods from Canada and Mexico.

Tariff increases have in the past had, and we expect that such measures and any additional measures will have, an adverse effect on our costs of products sold and margins, including by increasing the cost of imported raw materials, which costs we may be unable to pass on to our customers without affecting demand, and potentially disrupting supply chains, causing delays and logistical challenges. In order to mitigate the impact of these trade-related increases on our costs of products sold, we have increased, and may in the future, increase, prices in certain markets and, over the longer term, make changes in our supply chain and potentially, our global manufacturing strategy. For example, a portion of the steel and aluminum we purchase for our metal packaging and industrial paper packaging businesses is sourced from outside the United States, and although we generally negotiate agreements to share tariff costs with brokers from which we purchase certain raw materials and have the contractual ability to pass on cost increases due to tariffs to our customers, we may be unable to maintain such cost sharing and cost pass-on practices, and any price increases may cause our customers to find alternative suppliers and result in reduced demand for our products. If we are unable to successfully reduce or pass on these costs through price increases, adjust our supply chain without incurring significant costs, or locate alternative suppliers for raw materials or finished goods at acceptable costs or in a timely manner, our net sales, costs, and margins could be adversely affected.

Higher tariffs also may increase the cost of purchasing and maintaining manufacturing equipment used in our operations. We believe the impact of higher tariffs on purchases of manufacturing equipment, while modest to our results of operations, will result in higher cash costs of such items and may therefore reduce both the number of capital projects we are able to undertake and the return on investment on such capital projects. Further, the Company may incur higher costs due to tariffs on maintenance and repair spending. If we are unable to effectively manage the impact of higher tariffs on our capital expenditures and repairs and maintenance spending through price pass-through mechanisms or locating lower-cost alternative suppliers, our results of operations, including our cash flows, could be materially and adversely affected.

Further, the uncertainty surrounding global trade policy and its broader economic impacts requires significant management attention and makes it difficult to make long-term strategic decisions regarding the best way to respond to these pressures. Such uncertainty has in the past increased, and may in the future increase the volatility of currency exchange rates. In addition, even if we are able to mitigate the direct impacts to our operations from changes in U.S. and foreign trade policy, our sales volumes have been, and may in the future be, adversely affected by reduced sales of or demand for end products incorporating our packaging products or changes in consumer behavior, whether resulting from increased costs of such products attributable to increased tariffs or other trade barriers or the broader economic impact of such measures, such as increased inflation, decreased consumer spending or other adverse macroeconomic trends.

Our inability to effectively manage the adverse impacts of changing U.S. and foreign trade policies could materially and adversely impact our consolidated financial condition and results of operations.