Aptargroup, Inc.: Form 10-Q for the period ended Jun 30, 2026

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR AS OTHERWISE INDICATED)

RESULTS OF OPERATIONS

(1) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

NET SALES

We reported net sales of $1.03 billion for the quarter ended June 30, 2026, which represents a 6% increase compared to $966.0 million reported during the second quarter of 2025. The U.S. dollar weakened against most European currencies resulting in a positive 2% currency translation impact at the consolidated level. Acquisitions also positively impacted consolidated sales by 3%. Therefore, core sales, which excludes acquisitions and changes in foreign currency rates, increased 1% in the second quarter of 2026 compared to the same period in 2025. Strong product volume growth in our Closures segment and the pass through of higher input costs more than compensated for lower tooling sales.

Reported net sales for the first six months of 2026 increased 8% to $2.01 billion compared to $1.85 billion for the first six months of 2025. Foreign currency exchange rates and acquisitions each positively impacted our consolidated results by 4% and 3%, respectively, during the first six months of 2026. Therefore, core sales, which exclude acquisitions and changes in foreign currency exchange rates, for the first six months of 2026 increased 1% when compared with the same period in 2025. During the first half of 2026, we benefitted from strong sales of our higher value products within the Beauty and Closures segments, along with higher tooling sales. In Pharma, strong growth within our consumer healthcare and injectables markets were able to compensate for lower sales of emergency medicine products.

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

The following table sets forth, for the periods indicated, net sales by geographic location based on shipped to locations:

For discussion regarding net sales by reporting segment, please refer to the analysis of segment net sales and segment Adjusted EBITDA on the following pages.

COST OF SALES (EXCLUSIVE OF DEPRECIATION AND AMORTIZATION SHOWN BELOW)

Cost of sales (“COS”) as a percentage of net sales increased to 64.4% in the second quarter of 2026 compared to 62.0% in the second quarter of 2025. Sales within our Pharma segment were negatively impacted by a mix of lower margin applications compared to the same period in 2025. We also were negatively impacted by higher operating costs and an increase in certain input costs.

For the first six months of 2026, COS as a percentage of net sales increased to 64.3% compared to 62.1% in the same period in 2025. As discussed above, this increase is mainly due to the lower sales of some higher margin Pharma products, along with higher input costs and lower productivity when compared to the first six months of 2025.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Selling, research & development and administrative expenses (“SG&A”) increased by approximately $6.6 million to $157.7 million in the second quarter of 2026 compared to $151.1 million during the same period in 2025. Excluding changes in foreign currency rates, SG&A increased by approximately $3.2 million in the quarter, with $3.3 million coming from SG&A expenses from our acquisitions. SG&A as a percentage of net sales decreased to 15.4% in the second quarter of 2026 compared to 15.6% in the same period in 2025.

Our SG&A expenses increased by approximately $18.9 million to $325.3 million in the first six months of 2026 compared to $306.4 million during the same period in 2025. Excluding changes in foreign currency rates, SG&A increased by approximately $5.9 million in the first six months of 2026 compared to the first six months of 2025 with incremental SG&A costs from our acquisitions contributing the full amount of this increase. SG&A as a percentage of net sales decreased to 16.2% in the first six months of 2026 compared to 16.5% in the same period in 2025.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses increased by approximately $9.7 million to $79.6 million in the second quarter of 2026 compared to $69.9 million during the same period in 2025. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $8.0 million in the second quarter of 2026 compared to the same period a year ago. Approximately $3.9 million of this increase is due to recent acquisitions, while the remainder is related to higher capital investments in our legacy businesses made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.8% in the second quarter of 2026 compared to 7.2% in the same period of the prior year.

Depreciation and amortization expenses increased by approximately $19.8 million to $155.4 million in the first six months of 2026 compared to $135.6 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $13.3 million in the first six months of 2026 compared to the same period a year ago. Of this increase, $7.7 million relates to incremental depreciation and amortization costs in 2026 due to our acquisitions. The remaining net increase is due to higher capital investments made to support our growth strategy as discussed above. Depreciation and amortization as a percentage of net sales increased to 7.7% in the first six months of 2026 compared to 7.3% in the same period of the prior year.

RESTRUCTURING INITIATIVES

For the three and six months ended June 30, 2026, we recognized $1.4 million and $2.5 million, respectively, of restructuring costs related to initiatives to better leverage our fixed cost base through growth and cost reduction measures. For the three and six months ended June 30, 2025, we recognized $1.6 million and $3.6 million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of June 30, 2026 was $77.0 million.

Restructuring costs for the three and six months ended June 30, 2026 and 2025 were as follows:

OPERATING INCOME

Operating income decreased approximately $17.7 million to $126.7 million in the second quarter of 2026 compared to $144.4 million in the same period a year ago. Excluding changes in foreign currency rates, operating income decreased by approximately $20.2 million in the quarter compared to the same period a year ago. Cost management efforts were more than offset by higher cost of sales and depreciation and amortization as noted above. Operating income as a percentage of net sales decreased to 12.3% in the second quarter of 2026 compared to 15.0% in the prior year period.

For the first six months of 2026, operating income decreased by approximately $23.6 million to $234.2 million compared to $257.8 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income decreased by approximately $35.9 million in the first six months of 2026 compared to the same period a year ago. This decrease was mainly driven by higher COS as a percentage of revenue, reflecting lower sales of certain higher-margin products within our Pharma segment and higher depreciation costs to support our growth initiatives. Operating income as a percentage of net sales decreased to 11.7% in the first six months of 2026 compared to 13.9% for the same period in the prior year.

INTEREST EXPENSE

Interest expense increased approximately $5.2 million to $16.0 million in the second quarter of 2026 compared to $10.9 million for the same period of the prior year.

Interest expense increased approximately $10.7 million to $32.9 million in the first six months of 2026 compared to $22.2 million during the same period in 2025. Since the beginning of 2025, we have repaid $250.0 million of private placement debt having an interest rate of 3.6% and issued a total of $600.0 million in new notes with a fixed interest rate of 4.75%, thus increasing both the amount and the average interest rate of our debt in the first six months of 2026 compared to the same period in the prior year. See Note 6 - Debt to the Condensed Consolidated Financial Statements for further details on our current debt structure.

NET OTHER INCOME (EXPENSE)

Net other income decreased $1.8 million to $4.3 million in the second quarter of 2026 from $6.2 million in the same period of the prior year.

Net other income decreased approximately $2.5 million to $7.5 million of income for the six months ended June 30, 2026 from $10.1 million of income in the same period of the prior year. Higher interest income of $1.7 million was offset by approximately $2.3 million in lower equity results from affiliates in part due to our investment in BTY now being fully consolidated.

PROVISION FOR INCOME TAXES

The effective tax rate for the three months ended June 30, 2026 and 2025 was 23.5% and 20.0% respectively. The effective tax rate for the six months ended June 30, 2026 and 2025 was 23.0% and 22.5%, respectively. The effective tax rate for the three and six months ended June 30, 2026 did not include a deferred tax benefit from the release of a valuation allowance, and greater excess tax benefits from share-based compensation that existed in the prior-year period.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup, Inc. of $87.6 million and $160.2 million in the three and six months ended June 30, 2026, respectively, compared to $111.7 million and $190.5 million for the same periods in the prior year.

PHARMA SEGMENT

Operations that sell proprietary dispensing systems, drug delivery systems, sealing solutions and services to the prescription drug, consumer healthcare, injectables, active material science solutions and digital health markets form our Pharma segment.

(1) Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Net sales for the Pharma segment increased 4% in the second quarter of 2026 to $458.2 million compared to $442.6 million in the second quarter of 2025. Changes in currencies and acquisitions positively affected net sales by 2% and 1%, respectively. Therefore, core sales increased by 1% in the second quarter of 2026 compared to the second quarter of 2025. Higher tooling sales and the positive impact from the pass through of higher input costs to our customers more than compensated for lower device sales in certain markets. Core sales of our products to the prescription drug market decreased 7% primarily due to the anticipated reduction in emergency medicine sales, partially offset by growth in central nervous system therapeutics and Asthma/COPD applications. The 15% core sales improvement in the consumer health care market was mainly driven by strong demand for our nasal decongestant and eye care technologies, along with higher tooling sales. Sales of our products and services to the injectables market increased 9% on strong demand for our elastomeric components, which are used in a number of end markets including GLP-1, biologics and vaccines. Active material science solutions decreased 2% mainly due to a challenging prior year comparison and lower sales for diabetes test strips.

Net sales for the first six months of 2026 increased by approximately 5% to $896.7 million compared to $852.1 million in the first six months of 2025. Changes in currency rates and acquisitions positively impacted net sales by 4% and 1%, respectively during the first six months of 2026. Therefore, core sales remained flat during the first six months of 2026 compared to the same period in the prior year. Strong sales in our consumer healthcare and Injectables divisions, along with higher tooling sales were offset by lower prescription drug sales. Core sales of products included in our prescription drug division decreased 9% as strong demand for our products used on asthma and central nervous system applications could not compensate for lower emergency medicine product sales. Core sales in the consumer healthcare market increased 10% on higher tooling sales and strong demand for our nasal decongestant and eye care products. Injectables core sales increased 14% with strong demand primarily for elastomeric components used for GLP-1 and other biologics applications. Core sales of our active material science solutions decreased 1% as increases in sales of our probiotic and oral solid dose technologies could not offset declines in diabetes product sales.

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

(2) Prescription drug includes prescription drug and digital health solutions.

Adjusted EBITDA in the second quarter of 2026 decreased 2% to $153.9 million compared to $156.8 million in the same period of the prior year, reflecting the less favorable product mix described above while royalties and strong operational performance continued to positively impact margins. As a result, our Adjusted EBITDA margin declined to 33.6% in the second quarter of 2026 from 35.4% in the second quarter of 2025.

Adjusted EBITDA in the first six months of 2026 remained relatively flat at $300.1 million compared to $299.3 million in the same period of the prior year. Strong operational performance in the first half of 2026, a favorable currency impact and the core sales growth in consumer healthcare and injectables discussed above were able to compensate for the lower sales of our higher-margin emergency medicine products. However, due to the disproportionate margin discrepancy on our emergency medicine products, our Adjusted EBITDA margin declined to 33.5% in the first six months of 2026 compared to 35.1% in the first six months of 2025.

BEAUTY SEGMENT

Operations that sell dispensing systems and sealing solutions to the beauty, personal care and home care markets form our Beauty segment.

(1) Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Reported net sales for the quarter ended June 30, 2026 increased 10% to $367.5 million compared to $334.8 million in the second quarter of the prior year. Changes in currency rates and acquisitions impacted net sales by 3% and 6%, respectively in the second quarter of 2026. Therefore, core sales increased 1% in the second quarter of 2026 compared to the same quarter of the prior year as the pass through of higher input costs more than compensated for lower tooling sales. Core sales to the F&F market increased 2% on strong demand for our color cosmetics and prestige fragrance dispensing technologies. Personal care sales were flat versus prior year as strong sales of our hair care applications offset lower tooling sales. Home care core sales decreased 8% on lower sales of our products to air care and automotive customers.

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For the first six months of 2026, reported net sales of $731.1 million increased 14% compared to $640.6 million reported in the first six months of the prior year. Changes in currency rates and acquisitions positively impacted net sales by 6% and 6%, respectively, in the first six months of 2026. Therefore, core sales increased 2% during the first six months of 2026 compared to the same period in the prior year. Overall, improving product sales and the pass through of higher material costs more than compensated for lower tooling sales. Core sales of our products to the F&F market increased 2% during the first six months of 2026 due to strong demand for our color cosmetics and prestige fragrance technologies. Personal care core sales improved 3% over the prior year on higher sales of our hair care and body and skincare products. Core sales of our home care market products, which makes up a smaller percentage of our total sales, declined 10% on lower demand from our customers selling air care products.

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

(2) F&F includes fragrance, facial skincare and color cosmetics.

Adjusted EBITDA in the second quarter of 2026 decreased 5% to $44.7 million compared to $47.1 million in the same period in the prior year primarily due to lower product volumes, unfavorable mix and the timing of resin pass throughs. Adjusted EBITDA margin declined from 14.1% in the second quarter of 2025 to 12.2% during the second quarter of 2026 mainly due to the items mentioned above.

Adjusted EBITDA in the first six months of 2026 increased 1% to $85.2 million compared to $84.2 million reported in the same period in the prior year. This increase was mainly driven by improving fragrance and color cosmetic sales mentioned above along with a favorable currency impact. Adjusted EBITDA margin declined from 13.1% in the first six months of 2025 to 11.7% during the first six months of 2026.

CLOSURES SEGMENT

Operations that sell dispensing closures, sealing solutions and food service trays to the food, beverage, personal care, home care, beauty and other markets form our Closures segment. Our food protection business and elastomeric flow-control technology business continue to report through the Closures segment.

(1) Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Reported sales for the quarter ended June 30, 2026 increased approximately 7% to $200.9 million compared to $188.6 million in the second quarter of the prior year. Changes in currency rates positively impacted net sales by 3%. Therefore, core sales for the second quarter of 2026 increased approximately 4% from the same quarter of the prior year. During 2025, liquid coffee creamer product sales were reclassified from our food market to the beverage market to better align with how those products are currently managed. All prior period amounts have been revised to conform to the current year presentation. Strong product sales along with the pass through of higher input costs more than compensated for a decline in tooling sales. Sales to the food market decreased 1% on lower tooling sales. The 14% increase in beverage market sales was mainly due to higher sales of our closures for bottled water and functional drink products. Personal care sales declined 3% during the second quarter of 2026 mainly due to lower hair care sales, while other sales increased 11% on strong sales of our laundry and dish care applications.

Net sales for the first six months of 2026 increased approximately 6% to $381.6 million compared to $360.7 million in the first six months of 2025. Changes in currency rates positively impacted net sales by 4%. Therefore, core sales increased 2% in the first six months of 2026 compared to the same period in the prior year as strong product sales and the pass through of higher input costs more than compensated for a decline in tooling sales. Core sales to our food customers declined 2% mainly due to the lower tooling sales noted above. Increases in sales of our products to the food service and sauce and condiment markets were offset by lower Asian sauces and granular powder product sales. Core sales to our beverage customers increased 13% during the first six months of 2026 on strong bottled water and liquid coffee creamer application sales. Personal care core sales declined 8% on lower sales of our hair care solutions while the other markets improved by 12% on stronger sales of our laundry and dish care products.

(1) Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

(2) Other includes beauty, home care and other markets.

Adjusted EBITDA in the second quarter of 2026 decreased 6% to $29.8 million compared to $31.9 million reported in the same period of the prior year primarily due to higher operational costs associated with the ramp up of a new production line along with some previously reported maintenance costs, which lessened as the quarter progressed. Our Adjusted EBITDA margin declined from 16.9% in the second quarter of 2025 to 14.9% during the second quarter of 2026 due to the items discussed above along with higher input costs which are mostly passed through to customers with no margin.

Adjusted EBITDA in the first six months of 2026 decreased 10% to $53.5 million compared to $59.1 million reported in the same period of the prior year. The positive impact of higher product sales discussed above was offset by some operational issues discussed above along with a $0.9 million write-off of an equity investment. This led to our Adjusted EBITDA margin declining from 16.4% in the first six months of 2025 to 14.0% during the first six months of 2026.

CORPORATE & OTHER

In addition to our three reporting segments, we assign certain costs to “Corporate & Other” which is presented separately in Note 16 – Segment Information of the Notes to the Condensed Consolidated Financial Statements. For Corporate & Other, Adjusted EBITDA (which excludes net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items) primarily includes certain professional fees, compensation and information system costs which are not allocated directly to our reporting segments.

For the quarter ended June 30, 2026, Corporate & Other costs decreased to $15.9 million from $17.4 million in the second quarter of 2025. Lower incentive compensation costs led to the current quarter improvement compared to the prior-year period.

For the first six months of 2026, Corporate & Other costs decreased to $37.4 million compared to $40.9 million reported in the same period of the prior year. This decrease is mainly due to lower incentive compensation costs.

NON-U.S. GAAP MEASURES

In addition to the information presented herein that conforms to U.S. GAAP, we also present financial information that does not conform to U.S. GAAP, which are referred to as non-U.S. GAAP financial measures. Management may assess our financial results both on a U.S. GAAP basis and on a non-U.S. GAAP basis. We believe it is useful to present these non-U.S. GAAP financial measures because they allow for a better period over period comparison of operating results by removing the impact of items that, in management’s view, do not reflect our core operating performance. These non-U.S. GAAP financial measures should not be considered in isolation or as a substitute for U.S. GAAP financial results, but should be read in conjunction with the unaudited Condensed Consolidated Statements of Income and other information presented herein. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measures to arrive at these non-U.S. GAAP financial measures.

In our Management’s Discussion and Analysis, we exclude the impact of foreign currency translation when presenting net sales and other information, which we define as “constant currency.” Core sales, which excludes the impact of acquisitions and foreign currency translation is a non-U.S. GAAP financial measure. Core sales growth is calculated as current-period core sales less prior period core sales divided by prior period core sales multiplied by a hundred. As a worldwide business, it is important that we take into account the effects of foreign currency translation when we view our results and plan our strategies. Consequently, when our management looks at our financial results to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our prior period results at current period foreign currency exchange rates. As a result, management believes that these presentations are useful internally and may be useful to investors. We also exclude the impact of material acquisitions when comparing results to prior periods. Changes in operating results excluding the impact of acquisitions are non-U.S. GAAP financial measures. We believe it is important to exclude the impact of acquisitions on period over period results in order to evaluate performance on a more comparable basis.

We present earnings before net interest and taxes (“EBIT”), earnings before net interest, taxes, depreciation and amortization (“EBITDA”) and adjusted earnings per share. We also present our adjusted earnings before net interest and taxes (“Adjusted EBIT”), adjusted earnings before net interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and adjusted earnings per share, all of which exclude restructuring initiatives, acquisition-related costs, purchase accounting adjustments related to acquisitions and investments, net unrealized investment gains and losses related to observable market price changes on equity securities, and other special items. For the three and six months ended June 30, 2026, "Other special items" include costs incurred related to non-ordinary-course litigation regarding matters under "Legal Proceedings" within Note 12 - Commitments and Contingencies as these costs do not reflect our core operating performance. Our Outlook is also provided on a non-U.S. GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled, such as exchange rates and changes in the fair value of equity investments, or reliably predicted because they are not part of our routine activities, such as restructuring initiatives, acquisition-related costs and other special items.

We provide a reconciliation of Net Debt to Net Capital as a non-U.S. GAAP measure. “Net Debt” is calculated as interest-bearing debt less cash and equivalents and short-term investments while “Net Capital” is calculated as stockholders’ equity plus Net Debt. Net Debt to Net Capital measures a company’s financial leverage, which gives users an idea of a company's financial structure, or how it is financing its operations, along with insight into its financial strength. We believe that it is meaningful to take into consideration the balance of our cash, cash equivalents and short-term investments when evaluating our leverage. If needed, such assets could be used to reduce our gross debt position.

Finally, we provide a reconciliation of free cash flow as a non-U.S. GAAP measure. Free cash flow is calculated as cash provided by operating activities less capital expenditures plus proceeds from government grants related to capital expenditures. We use free cash flow to measure cash flow generated by operations that is available for dividends, share repurchases, acquisitions and debt repayment. We believe that it is meaningful to investors in evaluating our financial performance and measuring our ability to generate cash internally to fund our initiatives.

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(1) Foreign currency effects are approximations of the adjustment necessary to state the prior year earnings and earnings per share using current period foreign currency exchange rates.

FOREIGN CURRENCY

Because of our international presence, movements in exchange rates can have a significant impact on the translation of the financial statements of our foreign subsidiaries. Our primary foreign exchange exposure is to the European euro, but we also have foreign exchange exposure to the Chinese yuan, Brazilian real, Argentine peso, Mexican peso, Swiss franc and other Asian, European and Latin American currencies. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial statements. Conversely, a strengthening U.S. dollar has a dilutive effect. We manage our exposures to foreign exchange principally with forward exchange contracts to economically hedge recorded transactions and firm purchase and sales commitments denominated in foreign currencies.

During the six months ended June 30, 2026, the U.S. dollar was weaker compared to all European currencies, most Latin American currencies, Chinese yuan and the Thai baht. This resulted in an additive impact on our translated results during the second quarter of 2026 when compared to the second quarter of 2025.

QUARTERLY TRENDS

Our results of operations in the fourth quarter of the year are typically negatively impacted by customer plant shutdowns in December. Several of the markets we serve are impacted by the seasonality of underlying consumer products. This, in turn, may have an impact on our net sales and results of operations for those markets. The diversification of our product portfolio minimizes fluctuations in our overall quarterly financial statements and results in an immaterial seasonality impact on our Condensed Consolidated Financial Statements when viewed quarter over quarter.

Generally, we have incurred higher stock-based compensation expense in the first quarter compared with the rest of the fiscal year due to the timing and recognition of stock-based expense from substantive vesting for retirement eligible employees. As of June 30, 2026, our estimated stock-based compensation expense on a pre-tax basis for the year 2026 compared to 2025 is as follows:

LIQUIDITY AND CAPITAL RESOURCES

Given our current level of leverage and our ability to generate cash flow from operations, we believe we are in a strong financial position to meet our business requirements in the foreseeable future. We have historically used cash flow from operations, our revolving and other credit facilities, as needed, as our primary sources of liquidity. Our primary uses of cash are to invest in equipment, capacity expansions and working capital for the continued growth of our business to achieve our strategic objectives, as well as paying quarterly dividends to stockholders, and investing in new businesses. Due to uncertain macroeconomic conditions, including rising interest rates and inflation, if there was a prolonged decrease in customer demand that would adversely impact our cash flows from operations, we would have the ability to restrict and significantly reduce capital expenditure levels and discretionary share repurchases, as well as reevaluate our acquisition strategy. A prolonged and significant reduction in capital expenditure levels could increase future repairs and maintenance costs as well as have a negative impact on operating margins if we were unable to invest in new innovative products.

Cash and equivalents and restricted cash decreased to $192.8 million at June 30, 2026 from $404.8 million at December 31, 2025. Total short- and long-term interest-bearing debt decreased from $1.48 billion at December 31, 2025 to $1.37 billion at June 30, 2026. The ratio of our Net Debt (interest-bearing debt less cash and cash equivalents and short-term investments) to Net Capital (stockholders’ equity plus Net Debt) increased to 30.7% at June 30, 2026 from 28.6% at December 31, 2025. See the reconciliation under “Non-U.S. GAAP Measures.”

In the first six months of 2026, our operations provided approximately $222.2 million in net cash flow compared to $208.7 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization.

We used $121.9 million in cash for investing activities during the first six months of 2026 compared to $126.1 million during the same period a year ago. Our primary use of such cash was on capital expenditures in the amount of $123.0 million during the first six months of 2026.

Financing activities used $308.3 million in cash during the first six months of 2026 compared to $162.0 million in cash used by financing activities during the same period a year ago. During the first six months of 2026, we paid $61.5 million in dividends, purchased $150.0 million of our common stock which we placed into treasury stock, repaid in full the $125.0 million of long-term debt being the 3.60% Senior Notes that were due in February 2026 and received proceeds of $19.0 million on stock option exercises.

As part of our liquidity management strategy, we maintain several sources of committed and uncommitted financing that may be used to meet working capital requirements, fund investments, and provide financial flexibility. These arrangements include the following:

In October 2020, we entered into an unsecured money market borrowing arrangement to provide short-term financing of up to $30.0 million that is available in the U.S. No balance was outstanding under this arrangement as of June 30, 2026.

We have a revolving credit facility (the “revolving credit facility”) with a syndicate of banks which provides us with unsecured financing of up to $600.0 million, which may be increased by up to $300.0 million subject to certain conditions. The revolving credit facility is available in the U.S. and to our wholly-owned UK subsidiary and can be drawn in various currencies including USD, EUR, GBP, and CHF. The revolving credit facility was set to mature in June 2026, but on July 2, 2024, we entered into a new amended and restated agreement (the “amended revolving credit facility”) that extended the maturity date to July 2029, subject to a maximum of two one-year extensions in certain circumstances. As of June 30, 2026, we had utilized $37.5 million and €130.0 million ($148.5 million) under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary. As of December 31, 2025, €130.0 million ($152.6 million) was utilized under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.

There are no compensating balance requirements associated with our amended revolving credit facility. Each borrowing under the revolving credit facility will bear interest at rates based on SOFR (in the case of USD), EURIBOR (in the case of EUR), SONIA (in the case of GBP), SARON (in the case of CHF), prime rates or other similar rates, in each case plus an applicable margin. The amended revolving credit facility also provides mechanics relating to a transition away from designated benchmark rates for other available currencies and the replacement of any such applicable benchmark by a replacement alternative benchmark rate or mechanism for loans made in the applicable currency. A facility fee on the total amount of the amended revolving credit facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the amended revolving credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. Credit facility balances are included in revolving credit facility and overdrafts on the Condensed Consolidated Balance Sheets.

On July 2, 2024, we entered into a term loan with a syndicate of banks (the “Term Loan”). The Term Loan matures in July 2027. As of June 30, 2026, $116.2 million was utilized under the Term Loan.

Our amended revolving credit facility and corporate long-term obligations require us to satisfy certain financial and other covenants including:

(1) Definitions of ratios are included as part of the amended revolving credit facility agreement.

Based upon the above consolidated leverage ratio covenant, we would have the ability to borrow approximately an additional $1.60 billion before the 3.50 to 1.00 maximum ratio requirement would be exceeded.

On July 16, 2026, the Board of Directors declared a quarterly cash dividend of $0.48 per share payable on August 20, 2026 to stockholders of record as of July 30, 2026.

Our foreign operations have historically met cash requirements with the use of internally generated cash or uncommitted short-term borrowings. We also have committed financing arrangements in both the U.S. and the UK as detailed above. We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances.

CONTINGENCIES

The Company is subject to a number of lawsuits and claims both actual and potential in nature. Please refer to Note 12 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for a discussion of contingencies affecting our business.

RECENTLY ISSUED ACCOUNTING STANDARDS

We have reviewed the recently issued ASUs to the FASB’s Accounting Standards Codification that have future effective dates. There were no standards adopted during the first half of 2026, see Note 1 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption.

OUTLOOK

We expect adjusted earnings per share for the third quarter of 2026 to be in the range of $1.45 to $1.53. This guidance assumes an effective tax rate range of 22.5% to 24.5%. The earnings per share guidance range is assuming a 1.14 euro to USD exchange rate. Our total 2026 estimated cash outlays for capital expenditures net of government grant proceeds are expected to be approximately $260.0 million to $280.0 million.

FORWARD-LOOKING STATEMENTS

Certain statements in Management’s Discussion and Analysis and other sections of this Form 10-Q are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Restructuring Initiatives, Quarterly Trends, Liquidity and Capital Resources, Contingencies and Outlook sections of this Form 10-Q. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential”, "continues", “are optimistic” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment including, but not limited to:

• our ability to protect and defend our intellectual property rights, as well as litigation involving intellectual property rights;
• our ability to keep pace with competition and technological advances, including in connection with the shifting of Pharma origination to less regulated markets;
• the outcome of any legal proceeding that has been or may be instituted against us and others;
• geopolitical conflicts worldwide and the resulting indirect impact on demand from our customers selling their products into these countries, and certain supply chain disruptions;
• cybersecurity threats against our systems and/or service providers that could impact our networks and reporting systems;
• loss of one or more key products or accounts;
• loss of royalty revenue due to contract expirations;
• the availability of raw materials and components (particularly from sole-sourced suppliers for some of our Pharma solutions) as well as the financial viability of these suppliers;
• lower demand and asset utilization due to an economic recession either globally or in key markets we operate within;
• economic conditions worldwide, including inflationary conditions and potential deflationary conditions in other regions we rely on for growth;
• significant tariffs and other restrictions on foreign imports imposed by the U.S. and related countermeasures are taken by impacted foreign countries;
• the demand for existing and new products;
• our ability to successfully implement facility expansions and new facility projects;
• fluctuations in the cost of materials, components, transportation cost as a result of supply chain disruptions and labor shortages, and other input costs;
• significant fluctuations in foreign currency exchange rates or our effective tax rate;
• the impact of tax reform legislation, changes in tax rates and other tax-related events or transactions that could impact our effective tax rate and cash flow;
• financial conditions of customers and suppliers;
• consolidations within our customer or supplier bases;
• changes in customer and/or consumer spending levels;
• our ability to offset inflationary impacts with cost containment, productivity initiatives and price increases;
• changes in capital availability or cost, including rising interest rates;
• volatility of global credit markets;
• our ability to identify potential new acquisitions and to successfully acquire and integrate such operations, including the successful integration of the businesses we have acquired;
• our ability to build out acquired businesses and integrate the product/service offerings of the acquired entities into our existing product/service portfolio;
• direct or indirect consequences of acts of war, terrorism or social unrest;
• the impact of natural disasters and other weather-related occurrences;
• fiscal and monetary policies and other regulations;
• changes, difficulties or failures in complying with government regulation, including FDA or similar foreign governmental authorities;
• changing regulations or market conditions regarding environmental sustainability;
• our ability to retain key members of management and manage labor costs;
• work stoppages due to labor disputes;
• our ability to meet future cash flow estimates to support our goodwill impairment testing;
• the success of our customers’ products, particularly in the pharmaceutical industry;
• our ability to manage worldwide customer launches of complex technical products, particularly in developing markets;
• difficulties in product development and uncertainties related to the timing or outcome of product development;
• significant product liability claims; and
• other risks associated with our operations.

Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Item 1A (Risk Factors) of Part I included in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional risks and uncertainties that may cause our actual results or other events to differ materially from those expressed or implied in such forward-looking statements.

A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of our subsidiaries. Our primary foreign exchange exposure is to the euro, but we have foreign exchange exposure to the Chinese yuan, Brazilian real, Argentine peso, Mexican peso, Swiss franc and other Asian, European and Latin American currencies. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial statements. Conversely, a strengthening U.S. dollar has a dilutive translation effect. Additionally, in some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. Any changes in exchange rates on such inter-country sales may impact our results of operations.

The table below provides information as of June 30, 2026 about our forward currency exchange contracts. The increase in USD/MXN and MXN/USD notional amounts reflect forward-starting foreign currency swaps entered into during the quarter. The tabular presentation includes both the near and far legs of these contracts in accordance with the Company's market risk disclosure methodology. The majority of the contracts expire before the end of the third quarter of 2026.

As of June 30, 2026, we have recorded the fair value of foreign currency forward exchange contracts of $0.6 million in prepaid and other and $1.0 million in accounts payable, accrued and other liabilities on the Condensed Consolidated Balance Sheets.

The Company enters into cross-currency swap contracts to hedge its net investment in euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the euro. These instruments are designated as net investment hedges and we elected the spot method. Gains and losses resulting from the settlement of the excluded components are recorded in interest expense in the Condensed Consolidated Statements of Income. Gains and losses resulting from the fair value adjustments to the cross-currency swap agreements are recorded in accumulated other comprehensive (loss) income as the swaps are effective in hedging the designated risk. Our derivative contracts expire at various dates through September 2029. As of June 30, 2026, the fair value of the cross currency swap contracts was a $24.7 million liability.

DISCLOSURE CONTROLS AND PROCEDURES

Management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2026. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fiscal quarter ended June 30, 2026, we implemented ERP systems at one operating site. Consequently, the control environment has been modified at this location to incorporate the controls contained within the new ERP systems. Except for the foregoing, no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during our fiscal quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.