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Acquisitions and Divestitures | 6 Months Ended
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Jun. 29, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions and Divestitures | Acquisitions and Divestitures Eviosys Acquisition On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Titan Holdings I B.V. (“Eviosys”) from an affiliate of KPS Capital Partners, LP for net cash consideration of $3,773,298, net of a final working capital settlement for which the Company received $16,528 during the second quarter of 2025, Eviosys is a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the Europe, Middle East, and Africa region. The Company funded the Eviosys acquisition, including related fees and expenses, with the net proceeds from the registered public offering of senior unsecured notes, borrowings from two term loan facilities, and cash on hand. See Note 11 to the Company’s Consolidated Financial Statements included in Part IV, Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for more information. The financial results of Eviosys are included in the Company’s Consumer Packaging segment. The Company’s initial preliminary fair values of the assets acquired and liabilities assumed in the Eviosys acquisition, as well as updated preliminary fair values reflecting adjustments made during the measurement period, are as follows:
| Initial Preliminary Allocation |  | Measurement Period Adjustments |  | Updated Preliminary Allocation
Trade accounts receivable | $ | 300,385 |  |  | — |  |  | $ | 300,385 |
Other receivables | 114,634 |  |  | 1,079 |  |  | 115,713 |
Inventories | 445,945 |  |  | 404 |  |  | 446,349 |
Prepaid expenses | 47,509 |  |  | (2,977) |  |  | 44,532 |
Property, plant and equipment | 1,057,779 |  |  | (28,434) |  |  | 1,029,345 |
Right of use asset - operating leases | 43,566 |  |  | — |  |  | 43,566 |
Other intangible assets | 1,967,678 |  |  | 10,859 |  |  | 1,978,537 |
Goodwill | 1,285,518 |  |  | (32,335) |  |  | 1,253,183 |
Long-term deferred income taxes | 39,023 |  |  | (388) |  |  | 38,635 |
Other assets | 3,330 |  |  | 24 |  |  | 3,354 |
Payable to suppliers | (518,766) |  |  | 1,672 |  |  | (517,094) |
Accrued expenses and other | (168,529) |  |  | 324 |  |  | (168,205) |
Accrued wages and other compensation | (41,749) |  |  | (57) |  |  | (41,806) |
Notes payable and current portion of long-term debt | (76,438) |  |  | (5) |  |  | (76,443) |
Noncurrent operating lease liabilities | (32,022) |  |  | — |  |  | (32,022) |
Pension and other postretirement benefits | (51,849) |  |  | — |  |  | (51,849) |
Long-term debt | — |  |  | (34) |  |  | (34) |
Deferred income taxes | (599,941) |  |  | 32,947 |  |  | (566,994) |
Other long-term liabilities | (16,714) |  |  | 393 |  |  | (16,321) |
Noncontrolling interests | (9,533) |  |  | — |  |  | (9,533) |
Net assets acquired | $ | 3,789,826 |  |  | $ | (16,528) |  |  | $ | 3,773,298 |
The allocation of the purchase price of Eviosys to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Updated Preliminary Allocation” in the table above, is based on the Company’s preliminary estimates of their respective fair values, based on information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to: inventories, property, plant and equipment; goodwill; other intangible assets; and deferred income taxes, and expects to complete its valuations within one year of the date of acquisition. Factors comprising goodwill for Eviosys, none of which is expected to be deductible for income tax purposes, include increased access to certain markets and the value of the assembled workforce. The following table presents the Company’s pro forma consolidated results for the three- and six-month periods ended June 30, 2024, assuming the acquisition of Eviosys had occurred on January 1, 2023. This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2023, nor is it necessarily indicative of future consolidated results.
Pro Forma Supplemental Information |  |  | Three Months Ended | Six Months Ended
Consolidated |  |  | June 30, 2024 | June 30, 2024
Net sales |  |  | $ | 1,880,085 |  | $ | 3,719,655 |
Net income from continuing operations |  |  | $ | 78,215 |  | $ | 86,361 |
Net income attributable to Sonoco 1 |  |  | $ | 111,725 |  | $ | 149,584 |
1 Includes results of discontinued operations The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Pro forma information for the period ended June 30, 2024 includes adjustments to depreciation, amortization, and income taxes based upon the updated fair value allocation of the purchase price to Eviosys’ tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023. Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2023. Acquisition-related costs are excluded from 2024 pro forma net income and were instead reflected in 2023 pro forma net income as though the acquisition had occurred on January 1, 2023. Other Acquisitions On June 1, 2024, the Company completed the purchase of a small tube and paper cone manufacturer in Brazil for $2,660. The financial results of this business are included in the Company’s Industrial Paper Packaging segment. TFP Divestiture On April 1, 2025, the Company completed the sale of TFP to Toppan for net cash consideration of $1,807,493 on a cash-free and debt-free basis and subject to customary adjustments. 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. In connection with the TFP divestiture, the Company wrote off net assets totaling $1,108,560, reclassified $47,955 of cumulative translation adjustment losses from accumulated other comprehensive income/(loss) and incurred transaction fees of $25,205, re sulting in a net pretax gain of $625,773. The Company recognized a related tax provision of $201,225, for an after-tax gain of $424,548. The after tax gain is included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income for the three- and six-month periods ended June 29, 2025. The majority of cash proceeds generated from this transaction were used to repay debt, as further described in Note 10. Other Divestitures On April 30, 2025, the Company completed the sale of a recycling facility in Asheville, NC, part of the Industrial Paper Packaging segment, for cash proceeds of $3,924. The sale resulted in a loss of $2,083, which is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income. On March 2, 2025, the Company completed the sale of its tube and core operations in Venezuela, part of the Industrial Paper Packaging segment, in exchange for a receivable in the amount of $145. The sale resulted in a loss of $5,390, including $3,792 of cumulative translation losses that were reclassified from accumulated other comprehensive income. This loss is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income. In February 2025, the remaining $2,000 of proceeds from the July 1, 2023 sale of the Company’s U.S. BulkSak business were released to the Company from escrow. On January 17, 2025, the Company completed the sale of a small construction tube operation in France, part of the Industrial Paper Packaging segment, for cash proceeds of $1,513 and recognized a gain of $1,207, which is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income. On April 1, 2024, the Company completed the sale of its Protective Solutions business (“Protexic”), part of the All Other group of businesses, to Black Diamond Capital Management, LLC for cash proceeds of $80,267. This business provided foam components and integrated material solutions for various industrial end markets. This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities. In connection with the Protexic divestiture, the Company wrote off net assets totaling $74,126, including $16,559 of allocated goodwill, and reclassified $2,913 of cumulative translation adjustment losses from accumulated other comprehensive loss, recognizing a preliminary pretax gain on the divestiture of $3,228, which is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income. The Company used the majority of the cash proceeds from the sale to pay down debt. On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co. In the second quarter of 2024, upon resolution of certain contingencies, the Company received cash proceeds and recognized an additional pretax gain of $1,250 on the sale. These gains are included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income for their respective periods. The sales of these operations did not represent a strategic shift for the Company and did not have a major effect on its operations or financial results. Consequently, these sales did not meet the criteria for reporting as discontinued operations. Additional Ownership Investment During the second quarter of 2024, the Company increased its ownership interest in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions from 20.5% to 39.9%. The Company acquired its initial ownership interest in June 2022. The Company’s preferred stock investment increased by $18,512, which included a $10,000 cash payment, a $5,400 remeasurement of the fair value of the existing investment, and a $2,500 conversion of the carrying value of the out standing convertible notes into a preferred stock investment, which yielded a $467 fair value increase and a $145 increase for interest income earned. The outstanding preferred stock investment at both June 29, 2025 and December 31, 2024 was $21,212 and is included within “Other assets” in the Company’s Condensed Consolidated Balance Sheet. The remeasurement of the carrying value of the historical investment to fair value resulted i n a gain of $5,867 and interest income of $145, which are included in “Other (expenses)/income, net” and “Inte rest income,” respectively, in the Company’s Condensed Consolidated Statements of Income for the three- and six-month periods ended June 30, 2024. Acquisition, Integration, and Divestitur e-Related Costs Acquisition, integration, and divestiture-related costs from continuing operations during the three- and six-month periods ended June 29, 2025 and June 30, 2024 were recorded in the Company’s Condensed Consolidated Statements of Income as follows:
| Three Months Ended |  | Six Months Ended
| June 29, 2025 |  | June 30, 2024 |  | June 29, 2025 |  | June 30, 2024
Cost of sales | $ | 91 |  |  | $ | — |  |  | $ | 18,041 |  |  | $ | — |
Selling, general and administrative expenses | 11,070 |  |  | 22,092 |  |  | 20,386 |  |  | 27,596 |
Total acquisition, integration, and divestiture-related costs | $ | 11,161 |  |  | $ | 22,092 |  |  | $ | 38,427 |  |  | $ | 27,596 |
Acquisition, integration, and divestiture-related costs included in “Selling, general and administrative expenses” consist primarily of legal and professional fees, representation and warranty insurance premiums, as well as employee-related costs, and other integration activity costs, while such costs included in “Cost of sales” consist primarily of amortization of the fair value step-up of finished goods inventory.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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