SONOCO PRODUCTS CO

Previous wording

•the Company’s acquisition of Titan Holdings I B.V. (“Eviosys”) and the anticipated benefits of the acquisition, including with respect to market leadership, strategic alignment, customer relationships, sustainability, innovation and cost synergies;

Current wording

•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;

Previous wording

•effects and timing of, and anticipated costs, synergies and gains resulting from our other contemplated, pending, and completed acquisitions, including the Company’s acquisitions of Ball Metalpack Holding, LLC, renamed Sonoco Metal Packaging, the remaining ownership interest in RTS Packaging, LLC, a paper mill in Chattanooga, Tennessee, and Inapel Embalagens Ltda.;

Current wording

•effects and timing of, and anticipated costs, synergies and gains resulting from our other contemplated, pending, and completed acquisitions;

Previous wording

•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”), its Protective Solutions business (“Protexic”), and two production facilities in China, and the potential divestiture of the Company’s ThermoSafe business;

Current wording

•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;

Previous wording

•ability to successfully integrate newly acquired businesses, including Eviosys, into the Company’s operations, retain key employees, and realize expected cost savings, synergies and other anticipated benefits relating thereto within the expected time period, or at all;

Current wording

•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;

Previous wording

•cost of employee and retiree medical, health, and life insurance benefits;

Current wording

•costs of labor and employment, including the cost of employee and retiree medical, health, and life insurance benefits;

Previous wording

•consumer demand for products and changing consumer preferences, including changes related to inflation, tariffs, and other macroeconomic factors;

Current wording

•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;

Previous wording

•economic disruptions resulting from changing tariff policies and trade wars, 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

Current wording

•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

Previous wording

Sonoco is now 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.

Current wording

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.

Previous wording

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. During 2025, Eviosys will complete its transition to the Sonoco brand and operate under the Consumer Packaging segment.

Current wording

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.

Previous wording

Sonoco’s portfolio transformation strategy also includes significant divestitures. For example, on April 1, 2025, subsequent to the end of the first quarter, 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.

Current wording

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.

Previous wording

As previously disclosed, the Company 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.

Current wording

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.

Previous wording

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. In parallel, the Company continues 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.

Current wording

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.

Previous wording

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 now subject to a 25% duty.

Current wording

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.

Previous wording

Further, on April 2, 2025, the Administration announced an across-the-board 10% tariff on imported goods from most countries, with materially higher tariffs imposed on many of the countries, as well as other trade policy changes. The Administration subsequently suspended the implementation of certain of these trade policy changes, with many of the affected countries expected to negotiate separate trade agreements with the Administration during the suspension. In response to the Administration’s tariff actions, some countries have announced additional trade measures, including reciprocal tariffs, which may continue to give rise to further escalations of trade measures by the United States and impacted countries. Canada has imposed retaliatory tariffs on goods coming from the United States, including a 25% tariff on a variety of enumerated goods on March 4 and March 13, 2025. At the same time, Canada 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.

Current wording

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.

Previous wording

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 over two-thirds of the Company’s sales for the three-month period ended March 30, 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.

Current wording

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.

Previous wording

The ultimate resolution and consequences of these trade policy developments, and their effect on the Company in 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.

Current wording

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.

Previous wording

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, subsequent to the end of the first quarter. 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 March 30, 2025 and December 31, 2024. The Condensed Consolidated Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented in this Quarterly Report on Form 10-Q reflect only the continuing operations of Sonoco unless otherwise noted.

Current wording

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

Previous wording

Consolidated net sales for the first quarter of 2025 were $1.7 billion, a $400.6 million or 30.6% increase from the first quarter of 2024. The increase was driven by $464.3 million in sales from the Eviosys acquisition in December 2024 and increased sales of $22.2 million as a result of increased selling prices across the Industrial Paper Packaging and Consumer Packaging segments. These increases were partially offset by a decrease of $51.5 million of sales related to divestitures and a net decline in volume/mix of $9.7 million.

Current wording

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.

Previous wording

GAAP operating profit for the first quarter of 2025 was $126.9 million, an increase of 74.8% from the $72.6 million reported in the first quarter of 2024. The increase in GAAP operating profit was primarily due to a $82.5 million increase in gross profit, and a decrease in restructuring related costs of $17.4 million from the prior year, partially offset by an increase of $41.5 million in selling, general and administrative expenses including acquisition and integration costs, and a net loss on dispositions of $4.2 million. Adjusted Operating Profit for the first quarter of 2025 was $212.7 million, an increase of 63.1% from the $130.4 million reported for the same period in 2024.

Current wording

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.

Previous wording

GAAP net income attributable to Sonoco for the first quarter of 2025 decreased to $54.4 million, or $0.55 per diluted share, compared to $65.2 million, or $0.66 per diluted share, for the first quarter of 2024. This decrease was primarily due to the increase in GAAP operating profit as described above, more than offset by an increase in net interest expense, a decrease in GAAP Net Income from discontinued operations, and an increased provision for income taxes as described below. Adjusted net income attributable to Sonoco and Adjusted diluted earnings per share for the first quarter of 2025 were $136.8 million ($1.38 per diluted share), compared with $111.5 million ($1.12 per diluted share) for the same period in 2024.

Current wording

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.

Previous wording

Selling, general and administrative costs increased by $41.5 million, or 24.8%, and were 12.2% of sales in the first quarter of 2025, compared to 12.8% of sales in the first quarter of 2024. This increase was primarily due to the acquisition of Eviosys and the increase in acquisition, integration, and divestiture-related costs.

Current wording

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.

Previous wording

Restructuring/Asset impairment charges totaled $13.6 million in the first quarter of 2025, compared with $31.0 million during the same period last year. The higher cost in the prior year was primarily related to the closure of the Company’s paper mill in Sumner, Washington during the first quarter of 2024. 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.

Current wording

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.

Previous wording

Net interest expense for the first quarter of 2025 increased to $48.7 million, compared with $27.0 million during the first quarter of 2024. The increase was primarily due to higher year-over-year debt levels resulting from financing transactions related to the Eviosys acquisition.

Current wording

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.

Previous wording

The effective tax rates for continuing operations reflected in GAAP net income and Adjusted net income attributable to Sonoco in the first quarter of 2025 were 30.9% and 25.7%, respectively, compared with 18.6% and 26.2%, respectively, in the corresponding prior year quarter. The increase in the GAAP effective tax rate was primarily due to an adjustment to record deferred tax liabilities on certain entities considered to be held for sale, as well as discrete non-GAAP charges for which no tax benefit will be realized.

Current wording

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.

Previous wording

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 first quarters of 2025 and 2024:

Current wording

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:

Previous wording

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 quarters of 2025 and 2024:

Current wording

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:

Previous wording

Segment sales decreased $35.4 million from the corresponding prior year quarter primarily due to lower sales of $26.0 million from a decline in volume/mix, lower sales of $11.6 million due to the disposition of facilities in China during the fourth quarter of 2024, and $16.4 million unfavorable impact from foreign currency exchange rates. These headwinds were only partially offset by a $20.7 million increase from higher selling prices.

Current wording

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.

Previous wording

Segment operating profit increased over the corresponding prior year quarter primarily due to a $10.3 million increase from a positive price/cost environment combined with a $7.3 million increase attributable to strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiative. These increases were partially offset by a decline of $5.8 million attributable to lower volumes and an unfavorable impact from foreign currency exchange rates. As a result, segment operating profit margin increased to 12.8% in the first quarter of 2025 from 11.1% in the same period last year.

Current wording

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.

Previous wording

All Other operating profit decreased in the first quarter of 2025 compared to the same period last year, primarily due to volume declines in our Industrial Plastics businesses 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 increased to 14.0% in the first quarter of 2025 compared to 12.8% in the same period last year.

Current wording

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.

Previous wording

Cost of goods sold increased by $318.1 million, or 30.7%, in the first quarter of 2025 compared with the first quarter of 2024. This increase was primarily driven by the Eviosys acquisition, partially offset by the decline in costs from the sale of the Protexic business in April 2024, improved productivity from procurement savings, production efficiencies, fixed cost reduction initiatives, and materials price reductions. Gross profit margins were flat at 20.7% in each of the first quarter of 2025 and the first quarter of 2024.

Current wording

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.

Previous wording

Loss on divestiture of business and other assets of $4.2 million in the first quarter of 2025 reflects a $5.4 million loss from the sale of the Company’s tube and core operations in Venezuela, partially offset by a $1.2 million gain from the sale of a small construction tube operation in France, both part of the Industrial Paper Packaging segment. 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.

Current wording

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.

Previous wording

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, depletion 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.

Current wording

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.

Previous wording

6 Included in Corporate are losses on the divestiture of businesses associated with the Industrial Paper Packaging segment of $4,183 related to the sale of a production facility in France and the entirety of our business in Venezuela.

Current wording

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.

Previous wording

Operating activities used cash of $208.1 million in the first three months of 2025, while they provided cash of $166.2 million in the same period of 2024, a year-over-year decrease of $374.3 million. GAAP net income decreased by $10.8 million year over year as described in the “Results of Operations” section above. Net working capital used $309.4 million of cash in the first three months of 2025, while providing $0.8 million in the same period of 2024, for a year-over-year decrease in operating cash flow of $310.1 million. Accounts receivable used $21.0 million more cash during the first three months of 2025 than in the same period of 2024 as a result of the impact of the changing mix in customer payment terms combined with higher revenues year over year. Inventory was a use of cash of $110.2 million in the first three months of 2025, while it was a source of cash of $18.4 million in the same period of 2024 due to higher overall inventory levels, mainly in tinplate steel, the impacts of inflation, and seasonality. Accounts payable used cash of $134.9 million in the first three months as compared to a provision of cash of $25.7 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 cash totaling $100.2 million in the first three months of 2025 and $7.1 million in the same period of 2024, for a year-over-year increase in use of cash of $93.2 million. The primary drivers contributing to the change include the higher year-over-year payments related to management incentive compensation of $24.3 million, interest of $22.1 million, and the Company’s restructuring initiatives of $16.8 million.

Current wording

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.

Previous wording

Financing activities provided $29.6 million of cash in the three-month period ended March 30, 2025, compared with using $62.7 million of cash in the corresponding prior-year period. The primary driver of the $92.3 million year-over-year increase was the receipt of proceeds from the issuance of commercial paper of $528.0 million, partially offset by $448.8 million in net debt repayments during the first three 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. Net debt repayments in the first quarter of 2024 were $1.8 million. Cash used to pay dividends increased by $1.1 million year over year, reflecting the increase in the quarterly dividend payment from $0.51 per share to $0.52 per share, which increase was approved by the Company’s Board of Directors in April 2024. 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 three-month period ended March 30, 2025, compared to $9.1 million in the corresponding prior-year period.

Current wording

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.

Previous wording

During the three-month period ended March 30, 2025, the Company reported a net increase in cash and cash equivalents of $15.7 million due to currency translation adjustments resulting from a weaker U.S. dollar relative to certain foreign currencies in which cash and cash equivalents were held.

Current wording

During the six-month period ended June 29, 2025, the Company reported a netincrease 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.

Previous wording

The Company’s cash balances are held in numerous locations throughout the world. At March 30, 2025 and December 31, 2024, approximately $161.4 million and $190.1 million, respectively, of the Company’s reported cash and cash equivalents balances of $181.8 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.

Current wording

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.

Previous wording

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 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.

Current wording

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.

Previous wording

The Company maintains a revolving credit facility with total commitments of$1.25 billion and amaturity date of May 3, 2029. The Company’s$1.25 billion commercial paper program is supported by the revolving credit facility. At March 30, 2025, the Company had $528.0 million in commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at March 30, 2025 was $722.0 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.

Current wording

The Company maintains a revolving credit facility with total commitments of$1.25 billion and amaturity 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.

Previous wording

At March 30, 2025, the Company had scheduled debt maturities of approximately $2.15 billion over the next twelve months. On April 1, 2025, subsequent to the end of the three-month period ended March 30, 2025, the Company completed the sale of TFP and used a portion of the cash proceeds from the sale to repay the outstanding$1.50 billion principal amount of borrowings under its 364-day term loan facility. 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.

Current wording

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.