GRAPHIC PACKAGING HOLDING CO

Previous wording

The Company serves a wide variety of consumer markets, from food and beverage, to foodservice, household products, beauty and heath care. Graphic Packaging produces packaging solutions at over 100 locations in over 20 countries around the world, serving customers and brands ranging from local to multinational consumer products companies and retailers. The Company offers one of the most comprehensive ranges of packaging design, manufacturing, and execution capabilities available. Graphic Packaging manufactures a significant amount of the paperboard that it uses to produce packaging solutions, primarily where it believes that self-manufacture provides it with a competitive advantage and allows the Company to deliver better, more consistent results for customers. The Company currently manufactures most of the paperboard it consumes in the Americas and purchases the majority of the paperboard it consumes in its International Paperboard Packaging operations from third parties.

Current wording

The Company serves a wide variety of consumer markets, from food and beverage, to foodservice, household products, beauty and health care. Graphic Packaging produces packaging solutions at over 100 locations in over 20 countries around the world, serving customers and brands ranging from local to multinational consumer products companies and retailers. The Company offers one of the most comprehensive ranges of packaging design, manufacturing and execution capabilities available. Graphic Packaging manufactures a significant amount of the paperboard that it uses to produce packaging solutions, primarily where it believes that self-manufacture provides it with a competitive advantage and allows the Company to deliver better, more consistent results for customers. The Company currently manufactures most of the paperboard it consumes in the Americas and purchases the majority of the paperboard it consumes in its International Paperboard Packaging operations from third parties.

Previous wording

The Company is implementing strategies (i) to develop and market innovative packaging products and applications that benefit from consumer-led sustainability trends; (ii) to expand market share in its current markets and to identify and penetrate new markets; (iii) to capitalize on the Company's customer relationships, business competencies, and manufacturing facilities; and (iv) to continue to reduce costs and drive productivity through operational improvements. The Company's ability to fully implement its strategies and achieve its objectives may be influenced by a variety of factors, many of which are beyond its control. Graphic Packaging cannot predict with any certainty the impact that rising interest rates, a global or regional recession, or higher inflation may have on its customers or suppliers. Additionally, it is unable to predict the potential effects that any future pandemic or other global health emergency and widespread military and geopolitical conflicts and other social and political unrest or change, including Eastern Europe, Africa and the Middle East, and related sanctions or market disruptions, may have on its business.

Current wording

The Company is implementing strategies to (i) develop and market innovative packaging products and applications that benefit from consumer-led sustainability trends; (ii) expand market share in its current markets and to identify and penetrate new markets; (iii) capitalize on the Company's customer relationships, business competencies and manufacturing facilities; and (iv) continue to reduce costs and drive productivity through operational improvements. The Company's ability to fully implement its strategies and achieve its objectives may be influenced by a variety of factors, many of which are beyond its control. Graphic Packaging cannot predict with any certainty the impact that rising interest rates, a global or regional recession or higher inflation may have on its customers or suppliers. Additionally, it is unable to predict the potential effects that any future pandemic or other global health emergency, widespread military and geopolitical conflicts, or other social and political unrest or change, including in Eastern Europe, Africa and the Middle East and related sanctions or market disruptions, may have on its business.

Previous wording

•During 2024, the Company decided to close multiple packaging facilities by the end of 2024 and early 2025. These are in addition to the multiple packaging facilities that the Company closed by the end of 2023 and early 2024. Production from these facilities has been consolidated into other existing packaging facilities. Current Assets on the Condensed Consolidated Balance Sheet include $14 million relating to multiple packaging facilities that met the held for sale criteria as of June 30, 2025.

Current wording

•During 2024, the Company decided to close multiple packaging facilities by the end of 2024 and early 2025. These are in addition to the multiple packaging facilities that the Company closed by the end of 2023 and early 2024. Production from these facilities has been consolidated into other existing packaging facilities. Current Assets on the Condensed Consolidated Balance Sheet include $12 million relating to multiple packaging facilities that met the held for sale criteria as of September 30, 2025.

Previous wording

The Company's Net Sales for the three months ended June 30, 2025 decreased by $33 million or 1% to $2,204 million from $2,237 million for the three months ended June 30, 2024, due primarily to the Augusta divestiture in 2024 and reduced open market paperboard volumes and pricing of bleached paperboard ($40 million), partially offset by favorable foreign currency exchange ($20 million). Modest other price declines were partially offset by slightly higher packaging volumes. Innovation sales growth was $61 million driven by sales of the Company's sustainable consumer packaging solutions. Packaging sales were relatively flat in food, beverage, foodservice and household markets, while the health and beauty market increased.

Current wording

The Company's Net Sales for the three months ended September 30, 2025 decreased by $26 million, or 1%, to $2,190 million from $2,216 million for the three months ended September 30, 2024, due to lower pricing and volumes in the Americas, partially offset by modestly positive volumes in International, and a favorable foreign currency exchange of $24 million. Innovation sales growth was $52 million, driven by sales of the Company's sustainable consumer packaging solutions. Lower packaging sales in the beverage and foodservice markets were partially offset by higher packaging sales in the health and beauty market, while packaging sales in the food and household markets were relatively flat.

Previous wording

Income from Operations for the three months ended June 30, 2025 decreased $131 million or 40% to $193 million from $324 million for the three months ended June 30, 2024, due to the Augusta divestiture in 2024 (which includes the gain of $75 million) and reduced open market paperboard volumes and pricing of bleached paperboard, lower packaging price ($23 million), other inflation (primarily labor and benefits) of $26 million and commodity inflation (including energy, chemicals, purchased materials and logistics, partially offset by secondary fiber) of $10 million and negative performance, where actions to reduce inventories was partially offset by cost savings from continuous improvements and other programs and productivity improvements, including benefits from capital projects. Partially offsetting these declines were modestly higher packaging volumes and favorable foreign currency exchange of $10 million. Additionally, Income from Operations, excluding the gain from the Augusta divestiture in 2024, was favorably impacted by a reduction in other special charges of $6 million.

Current wording

Income from Operations for the three months ended September 30, 2025 decreased $44 million, or 16%, to $234 million from $278 million for the three months ended September 30, 2024, due to lower packaging price, modestly lower packaging volumes and commodity inflation (including energy, chemicals, purchased materials and logistics, partially offset by secondary fiber and wood) of $9 million. Other costs, including labor and benefits inflation, were more than offset by savings from continuous improvement and other programs and productivity improvements. The impact of foreign currency exchange was relatively flat. Income from Operations was also favorably impacted by the weather and power issues in 2024 that did not recur in 2025.

Previous wording

Interest Expense, Net was $53 million and $60 million for the three months ended June 30, 2025 and 2024, respectively. Interest Expense, Net decreased primarily due to an increase in capitalized interest because of the Waco project. As of June 30, 2025, approximately 32% of the Company's total debt was subject to floating interest rates.

Current wording

Interest Expense, Net was $53 million and $58 million for the three months ended September 30, 2025 and 2024, respectively. Interest Expense, Net decreased primarily due to an increase in capitalized interest because of the Waco project. We capitalized interest of $17 million and $9 million for the three months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, approximately 33% of the Company's total debt was subject to floating interest rates.

Previous wording

The Company's Net Sales for the six months ended June 30, 2025 decreased by $172 million or 4% to $4,324 million from $4,496 million for the six months ended June 30, 2024 due to the Augusta divestiture in 2024 and reduced open market paperboard volumes and pricing of bleached paperboard, and unfavorable foreign currency exchange ($7 million). Modest other price declines were partially offset by slightly higher packaging volumes. Innovation sales growth was $105 million driven by conversions to our sustainable consumer packaging solutions. Packaging sales were relatively flat in food, beverage, foodservice and household markets, while the health and beauty market increased.

Current wording

The Company's Net Sales for the nine months ended September 30, 2025 decreased by $198 million, or 3%, to $6,514 million from $6,712 million for the nine months ended September 30, 2024 due to the Augusta Divestiture in 2024, and reduced open market paperboard volumes and pricing of bleached paperboard and lower pricing, partially offset by favorable foreign currency exchange of $17 million. Packaging volumes were flat. Innovation sales growth was $157 million, driven by conversions to our sustainable consumer packaging solutions. Lower packaging sales in the beverage market were offset by higher packaging sales in the health and beauty market, while packaging sales in the food, foodservice and household markets were relatively flat.

Previous wording

Income from Operations for the six months ended June 30, 2025 decreased $188 million or 31% to $414 million from $602 million for the six months ended June 30, 2024, due to the Augusta divestiture in 2024 (which includes a gain of $75 million) and reduced open market paperboard volumes and pricing of bleached paperboard, lower packaging price ($47 million), and commodity inflation (including purchased materials, energy, chemicals, and logistics, partially offset by secondary fiber) of $30 million. Other costs including labor and benefits inflation were more than offset by savings from continuous improvement and other programs and productivity improvements. Foreign currency exchange was also favorable of $4 million. Income from Operations was also favorably impacted by a reduction in accelerated depreciation related to the closures of several packaging and paperboard facilities of $7 million (refer to "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements for additional information) and excluding the gain from the Augusta divestiture in 2024, was favorably impacted by a reduction in other special charges of $11 million.

Current wording

Income from Operations for the nine months ended September 30, 2025 decreased $232 million, or 26%, to $648 million from $880 million for the nine months ended September 30, 2024, due to the Augusta Divestiture in 2024 (which included a gain of $75 million), reduced open market paperboard volumes and pricing of bleached paperboard, lower packaging price, and commodity inflation (including purchased materials, energy, and logistics, partially offset by secondary fiber and wood) of $39 million. Other costs, including labor and benefits inflation, were more than offset by savings from continuous improvement and other programs and productivity improvements. Income from Operations was also favorably impacted by a reduction in accelerated depreciation of $8 million related to the closures of several packaging and paperboard facilities (refer to "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements for additional information), favorable foreign currency exchange ($4 million), and by the weather and power issues in 2024 that did not recur in 2025. Excluding the gain from the Augusta Divestiture in 2024, Income from Operations was favorably impacted by a reduction in charges for Business Combinations, Exit Activities and Other Special Items of $5 million. See "Note 1 - General Information" in the Notes to Condensed Consolidated Financial Statements for further information.

Previous wording

Interest Expense, Net was $104 million and $119 million for the six months ended June 30, 2025 and 2024, respectively. Interest Expense, Net decreased primarily due to an increase in capitalized interest primarily due to the Waco project.

Current wording

Interest Expense, Net was $157 million and $177 million for the nine months ended September 30, 2025 and 2024, respectively. Interest Expense, Net decreased primarily due to an increase in capitalized interest primarily due to the Waco project. We capitalized interest of $46 million and $21 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

During the six months ended June 30, 2025, the Company recognized Income Tax Expense of $78 million on Income before Income Taxes of $309 million. The effective tax rate for the six months ended June 30, 2025 is different from the statutory rate primarily due to discrete tax adjustments including a tax benefit of $2 million related to excess tax benefits on restricted stock units that vested during the period in addition to the mix of earnings between foreign and domestic jurisdictions, including those with and without valuation allowances.

Current wording

During the nine months ended September 30, 2025, the Company recognized Income Tax Expense of $118 million on Income before Income Taxes of $490 million. The effective tax rate for the nine months ended September 30, 2025 is different from the statutory tax rate primarily due to a discrete tax benefit of $6 million related to the remeasurement of the Company's German net deferred tax liabilities as a result of a statutory rate reduction enacted during the period as well as a tax benefit of $2 million related to excess tax benefits on restricted stock units that vested during the period. In addition, the Company's effective tax rate is impacted by the mix of earnings between foreign and domestic jurisdictions, including those with and without valuation allowances.

Previous wording

During the six months ended June 30, 2024, the Company recognized Income Tax Expense of $127 million on Income before Income Taxes of $482 million. The effective tax rate for the six months ended June 30, 2024 is different from the statutory rate primarily due to the write-off of non-deductible book goodwill associated with the divestiture of Augusta as well as discrete tax adjustments including a tax benefit of $3 million related to excess tax benefits on restricted stock units that vested during the period, and the mix of earnings between foreign and domestic jurisdictions, including those with and without valuation allowances.

Current wording

During the nine months ended September 30, 2024, the Company recognized Income Tax Expense of $182 million on Income before Income Taxes of $701 million. The effective tax rate for the nine months ended September 30, 2024 is different from the statutory rate primarily due to the write-off of non-deductible book goodwill associated with the Augusta Divestiture and a benefit from purchased tax credits as well as discrete tax adjustments, including a tax benefit of $3 million related to excess tax benefits on restricted stock units that vested during the period, and the mix of earnings between foreign and domestic jurisdictions, including those with and without valuation allowances.

Previous wording

Net Sales decreased due to lower pricing and unfavorable foreign currency exchange, partially offset by innovation sales growth driven by conversions to our sustainable consumer packaging solutions. Lower packaging sales in food and household markets, while beverage and foodservice markets were relatively flat.

Current wording

Net Sales decreased due to lower pricing and lower packaging sales in the food, beverage, foodservice and household markets, partially offset by innovation sales growth driven by conversions to our sustainable consumer packaging solutions. The impact of foreign currency exchange was relatively flat.

Previous wording

Income from Operations decreased due to lower pricing, and higher commodity cost and other inflation (primarily labor and benefits) offset by net performance, including cost savings from continuous improvement and other programs and productivity improvements. Income from Operations was also favorably impacted by reductions in accelerated depreciation and charges related to the closures of several packaging facilities (refer to "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements for additional information).

Current wording

Income from Operations decreased due to lower pricing and higher commodity cost and other inflation (primarily labor and benefits) offset by net performance, including cost savings from continuous improvement and other programs and productivity improvements. Income from Operations was also favorably impacted by reductions in accelerated depreciation and charges related to the closures of several packaging facilities (refer to "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements for additional information) and by the weather and power issues in 2024 that did not recur in 2025.

Previous wording

Net Sales increased due to modestly higher packaging volumes, mix, innovation sales growth driven by conversions to our sustainable consumer packaging solutions, and favorable foreign currency exchange, partially offset by lower pricing. Higher packaging sales in food, beverage, foodservice, household and health and beauty markets.

Current wording

Net Sales increased due to innovation sales growth driven by conversions to our sustainable consumer packaging solutions and higher packaging volumes and favorable foreign currency exchange, partially offset by lower pricing and mix. Higher packaging sales were in the food, beverage, foodservice, household and health and beauty markets.

Previous wording

Net Sales decreased due to lower pricing and unfavorable foreign currency exchange, partially offset by innovation sales growth driven by conversions to our sustainable consumer packaging solutions. Lower packaging sales in food and beverage markets, while foodservice market was relatively flat.

Current wording

Net Sales decreased due to lower pricing, lower packaging volumes, and unfavorable foreign currency exchange, partially offset by innovation sales growth driven by conversions to our sustainable consumer packaging solutions. Lower packaging sales were in the food, beverage and household markets, while foodservice market was relatively flat.

Previous wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits) and actions to reduce inventories. These decreases were partially offset by cost savings from continuous improvement and other programs and productivity improvements. Income from Operations was also favorably impacted by reductions in accelerated depreciation and charges related to the closures of several packaging facilities (refer to "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements for additional information).

Current wording

Income from Operations decreased due to lower pricing , lower packaging volumes, and higher commodity cost and other inflation (primarily labor and benefits), offset by net performance, including cost savings from continuous improvement and other programs and productivity improvements. Income from Operations was also favorably impacted by reductions in accelerated depreciation and charges related to the closures of several packaging facilities (refer to "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements for additional information) and by the weather and power issues in 2024 that did not recur in 2025.

Previous wording

Net Sales increased due to innovation sales growth driven by conversions to our sustainable consumer packaging solutions and higher volumes and favorable foreign currency exchange, partly offset by lower pricing and mix. Higher packaging sales in food, foodservice, household, and health and beauty markets, while beverage market was relatively flat.

Current wording

Net Sales increased due to innovation sales growth driven by conversions to our sustainable consumer packaging solutions, higher packaging volumes and favorable foreign currency exchange, partially offset by lower pricing and mix. Higher packaging sales were in the food, foodservice, household and health and beauty markets, while the beverage market was relatively flat.

Previous wording

Income from Operations was flat in the first six months of 2025 compared to the first six month of 2024. Decreases due to lower pricing, commodity inflation, other inflation (primarily labor and benefits) and unfavorable foreign currency exchange were offset by higher packaging volumes and cost savings from continuous improvement and other programs, including benefits from capital projects, and productivity improvements.

Current wording

Income from Operations decreased due to lower pricing and commodity inflation and other inflation (primarily labor and benefits) offset by higher packaging volumes and cost savings from continuous improvement and other programs, including benefits from capital projects, and productivity improvements. The impact of foreign currency exchange was relatively flat.

Previous wording

Net cash provided by operating activities for the first six months of 2025 totaled $93 million compared to $164 million for the same period in 2024. The decrease was mainly due to lower income from operations and a higher use of cash to fund working capital in 2025 as compared to 2024. Pension contributions for the first six months of 2025 and 2024 were $3 million and $4 million, respectively.

Current wording

Net cash provided by operating activities for the first nine months of 2025 totaled $320 million compared to $351 million for the same period in 2024. The decrease was mainly due to lower income from operations and a higher use of cash to fund working capital in 2025 as compared to 2024. Pension contributions for the first nine months of 2025 and 2024 were $9 million and $11 million, respectively.

Previous wording

Net cash used in investing activities for the first six months of 2025 totaled $505 million compared to $175 million provided by for the same period in 2024. The Company had capital spending of $541 million ($484 million was capitalized of which $453 million was for adding capacity and improving process capabilities, $9 million for capital spares and $22 million for manufacturing packaging machinery) and $580 million ($553 million was capitalized) in 2025 and 2024, respectively. The elevated levels of capital spending were driven by the construction of the Company's new recycled paperboard manufacturing facility in Waco, Texas. For more information on the construction of the new recycled paperboard manufacturing facility in Waco, Texas, and continued investments made as part of the integration of acquisitions, see "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements. Net cash receipts related to the accounts receivable securitization and sale programs were $56 million and $46 million in 2025 and 2024, respectively. In the prior year, the Company completed the sale to Clearwater Paper Corporation of the Augusta Paperboard Manufacturing Facility on May 1, 2024 for total cash consideration of $711 million. For further discussion of the Company's divestiture of the Augusta Paperboard Manufacturing Facility, see "Note 13 - Divestitures" in the Notes to Condensed Consolidated Financial Statements.

Current wording

Net cash used in investing activities for the first nine months of 2025 totaled $736 million compared to $102 million for the same period in 2024. The Company had capital spending of $808 million ($669 million was capitalized, of which $628 million was for adding capacity and improving process capabilities, $12 million for capital spares and $29 million for manufacturing packaging machinery) and $893 million ($840 million was capitalized) in 2025 and 2024, respectively. The elevated levels of capital spending were driven by the construction of the Company's new recycled paperboard manufacturing facility in Waco, Texas. For more information on the construction of the new recycled paperboard manufacturing facility in Waco, Texas, and continued investments made as part of the integration of acquisitions, see "Note 12 - Exit Activities" in the Notes to Condensed Consolidated Financial Statements. Net cash receipts related to the accounts receivable securitization and sale programs were $91 million and $83 million in 2025 and 2024, respectively. In the prior year, the Company completed the sale to Clearwater Paper Corporation of the Augusta Paperboard Manufacturing Facility on May 1, 2024 for total cash consideration of $711 million. For further discussion of the Augusta Divestiture, see "Note 13 - Divestitures" in the Notes to Condensed Consolidated Financial Statements.

Previous wording

Net cash provided by financing activities for the first six months of 2025 totaled $362 million compared to $368 million used in the same period in 2024. On May 29, 2025, the Company completed a $100 million tax-exempt green bond transaction through Mission Economic Development Corporation's Private Activity Bond Program (the "Green Bonds"). The net proceeds of $99 million were used to fund a portion of the construction of the Company's new recycled paperboard manufacturing facility in Waco, Texas. For more information on the Green Bonds, see "Note 3 - Debt" in the Notes to Condensed Consolidated Financial Statements. Current year activities also include borrowings under revolving credit facilities primarily for capital spending, repurchase of common stock of $110 million and payments on debt of $6 million. The Company also paid dividends of $63 million and withheld $32 million of restricted stock units to satisfy tax withholding obligations related to the payout of restricted stock units. Prior year financing activities included new incremental term facilities consisting of a $50 million Incremental Term A-5 Facility (the "Incremental A-5 Loan") and a $200 million Incremental Term A-6 Facility (the "Incremental Term A-6 Loan"), and an offering of $500 million aggregate principal amount of 6.375% Senior Unsecured Notes due 2032. For further discussion of the Company's debt and redemptions, see "Note 3 - Debt" in the Notes to Condensed Consolidated Financial Statements. In the prior year, the Company also made borrowings under revolving credit facilities primarily for capital spending, repurchase of common stock of $200 million and payments on debt of $19 million. The Company also paid dividends and distributions of $61 million and withheld $23 million of restricted stock units to satisfy tax withholding payments related to the payout of restricted stock units.

Current wording

Net cash provided by financing activities for the first nine months of 2025 totaled $366 million compared to $280 million used in the same period in 2024. On May 29, 2025, the Company completed a $100 million tax-exempt green bond transaction through Mission Economic Development Corporation's Private Activity Bond Program (the "Green Bonds"). The net proceeds of $99 million were used to fund a portion of the construction of the Company's new recycled paperboard manufacturing facility in Waco, Texas. For more information on the Green Bonds, see "Note 3 - Debt" in the Notes to Condensed Consolidated Financial Statements. Current year activities also include borrowings under revolving credit facilities primarily for capital spending, repurchase of common stock of $150 million and payments on debt of $9 million. The Company also paid dividends of $96 million and withheld $34 million of restricted stock units to satisfy tax withholding obligations related to the payout of restricted stock units. Prior year financing activities included new incremental term facilities consisting of a $50 million Incremental Term A-5 Facility and a $200 million Incremental Term A-6 Facility, and an offering of $500 million aggregate principal amount of 6.375% Senior Unsecured Notes due 2032. The net proceeds were used by the Company to repay a portion of the outstanding borrowings under its senior secured revolving credit facility. The Company also drew $400 million and $300 million from the senior secured domestic revolving credit facilities and used the proceeds, together with cash on hand, to redeem it's 0.821% Senior Notes and its 4.125% Senior Notes due in 2024. For further discussion of the Company's debt and redemptions, see "Note 3 - Debt" in the Notes to Condensed Consolidated Financial Statements. In the prior year, the Company also made borrowings under revolving credit facilities primarily for capital spending, repurchase of common stock of $200 million and payments on debt of $19 million. The Company also paid dividends and distributions of $91 million and withheld $24 million of restricted stock units to satisfy tax withholding payments related to the payout of restricted stock units.

Previous wording

As discussed in "Note 3 - Debt" in the Notes to Consolidated Financial Statements, the Senior Notes issued by Graphic Packaging International, LLC ("GPIL" or the "Issuer") are guaranteed by Graphic Packaging International Partners, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("GPIP") and certain domestic subsidiaries (the "Subsidiary Guarantors"), which consist of all material 100% owned subsidiaries of the issuer other than its foreign subsidiaries (collectively "the Guarantors"). GPIL's remaining subsidiaries (the "Nonguarantor Subsidiaries") include all of GPIL's foreign subsidiaries and immaterial domestic subsidiaries. The Subsidiary Guarantors are jointly and severally, fully and unconditionally liable under the guarantees.

Current wording

As discussed in "Note 3 - Debt" in the Notes to Consolidated Financial Statements, the Senior Notes issued by Graphic Packaging International, LLC ("GPIL" or the "Issuer") are guaranteed by Graphic Packaging International Partners, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("GPIP") and certain domestic subsidiaries (the "Subsidiary Guarantors"), which consist of all material 100% owned subsidiaries of the issuer other than its foreign subsidiaries and foreign subsidiary holding companies (collectively "the Guarantors"). GPIL's remaining subsidiaries (the "Nonguarantor Subsidiaries") include all of GPIL's foreign subsidiaries and immaterial domestic subsidiaries. The Subsidiary Guarantors are jointly and severally, fully and unconditionally liable under the guarantees.

Previous wording

(a)Includes Net Sales to Nonguarantor Subsidiaries of $338 million.

Current wording

(a)Includes Net Sales to Nonguarantor Subsidiaries of $499 million.

Previous wording

The Company expects its material cash requirements for the next six months will be for: capital expenditures, periodic required income tax payments, periodic interest and debt service payments on associated debt, as discussed in "Note 5 - Debt" of the Notes to Consolidated Financial Statements of the Company's 2024 Annual Report on Form 10-K, lease agreements which have fixed lease payment obligations, as discussed in "Note 6 - Leases" of the Notes to Consolidated Financial Statements of the Company's 2024 Annual Report on Form 10-K, and minimum purchase commitments as discussed in "Note 13 - Commitments" of the Notes to Consolidated Financial Statements of the Company's 2024 Annual Report on Form 10-K along with ongoing operating costs, working capital, share repurchases and dividend payments. The Company expects its primary sources of liquidity to be cash flows from sales and operating activities in the normal course of operations and availability from its revolving credit facilities, as needed. The Company expects that these sources will be sufficient to fund ongoing cash requirements for the foreseeable future, including at least the next twelve months.

Current wording

The Company expects its material cash requirements for the next three months will be for: capital spending, periodic required income tax payments, periodic interest and debt service payments on associated debt, as discussed in "Note 5 - Debt" of the Notes to Consolidated Financial Statements of the Company's 2024 Annual Report on Form 10-K, lease agreements which have fixed lease payment obligations, as discussed in "Note 6 - Leases" of the Notes to Consolidated Financial Statements of the Company's 2024 Annual Report on Form 10-K, and minimum purchase commitments as discussed in "Note 13 - Commitments" of the Notes to Consolidated Financial Statements of the Company's 2024 Annual Report on Form 10-K along with ongoing operating costs, working capital, share repurchases and dividend payments. The Company expects its primary sources of liquidity to be cash flows from sales and operating activities in the normal course of operations and availability from its revolving credit facilities, as needed. The Company expects that these sources will be sufficient to fund ongoing cash requirements for the foreseeable future, including at least the next twelve months.

Previous wording

Principal and interest payments under the term loan facilities and the revolving credit facilities, together with principal and interest payments on the Company's 4.00% Green Bonds due 2026, 5.00% Green Bonds due 2030, 1.512% Senior Notes due 2026, 4.75% Senior Notes due 2027, 3.50% Senior Notes due 2028, 3.50% Senior Notes due 2029, 2.625% Senior Notes due 2029, 3.75% Senior Notes due 2030 and 6.375% Notes due 2032 (the "Notes"), represent liquidity requirements for the Company. Based upon current levels of operations, anticipated cost savings and expectations as to future growth, the Company believes that cash generated from operations, together with amounts available under its revolving credit facilities and other available financing sources, will be adequate to permit the Company to meet its debt service obligations, necessary capital expenditure program requirements and ongoing operating costs and working capital needs, although no assurance can be given in this regard. The Company's future financial and operating performance, ability to service or refinance its debt and ability to comply with the covenants and restrictions contained in its debt agreements (see "Covenant Restrictions" below) will be subject to future economic conditions, including conditions in the credit markets, and to financial, business and other factors, many of which are beyond the Company's control, and will be substantially dependent on the selling prices and demand for the Company's products, raw material and energy costs, and the Company's ability to successfully implement its overall business and profitability strategies.

Current wording

Principal and interest payments under the term loan facilities and the revolving credit facilities, together with principal and interest payments on the Company's 4.00% Green Bonds due 2026, 5.00% Green Bonds due 2030, 1.512% Senior Notes due 2026, 4.75% Senior Notes due 2027, 3.50% Senior Notes due 2028, 3.50% Senior Notes due 2029, 2.625% Senior Notes due 2029, 3.75% Senior Notes due 2030 and 6.375% Notes due 2032 (the "Notes"), represent liquidity requirements for the Company. Based upon current levels of operations, anticipated cost savings and expectations as to future growth, the Company believes that cash generated from operations, together with amounts available under its revolving credit facilities and other available financing sources, will be adequate to permit the Company to meet its debt service obligations, necessary capital spending program requirements and ongoing operating costs and working capital needs, although no assurance can be given in this regard. The Company's future financial and operating performance, ability to service or refinance its debt and ability to comply with the covenants and restrictions contained in its debt agreements (see "Covenant Restrictions" below) will be subject to future economic conditions, including conditions in the credit markets, and to financial, business and other factors, many of which are beyond the Company's control, and will be substantially dependent on the selling prices and demand for the Company's products, raw material and energy costs and the Company's ability to successfully implement its overall business and profitability strategies.

Previous wording

The Company engages with third-party financial institutions to sell certain trade accounts receivable from customers. Transfers under these agreements meet the requirements to be accounted for as sales of receivables in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification"). The receivables sold are reflected as a reduction of accounts receivable on the Condensed Consolidated Balance Sheets at the time of sale. The corresponding proceeds are reflected in Cash Flows from Operating Activities within the Condensed Consolidated Statements of Cash Flows. A portion of the Company's European receivables program proceeds do not meet the requirements to be accounted for as sales of receivables and are therefore reflected in Cash Flows from Investing Activities within the Condensed Consolidated Statements of Cash Flows as "Beneficial Interest on Sold Receivables" and "Beneficial Interest Obtained in Exchange for Proceeds". The loss on sale for all programs is included in Other Expense, Net in the Condensed Consolidated Statements of Operations. The following table summarizes the activity under these programs for the six months ended June 30, 2025 and 2024, respectively:

Current wording

The Company engages with third-party financial institutions to sell certain trade accounts receivable from customers. Transfers under these agreements meet the requirements to be accounted for as sales of receivables in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification"). The receivables sold are reflected as a reduction of accounts receivable on the Condensed Consolidated Balance Sheets at the time of sale. The corresponding proceeds are reflected in Cash Flows from Operating Activities within the Condensed Consolidated Statements of Cash Flows. Receivables related to the Company's European program are sold in exchange for cash and a Beneficial Interest, therefore, a portion of the proceeds are reflected as "Beneficial Interest on Sold Receivables" and "Beneficial Interest Obtained in Exchange for Proceeds" in Cash Flows from Investing Activities within the Condensed Consolidated Statements of Cash Flows. The loss on sale for all programs is included in Other Expense, Net in the Condensed Consolidated Statements of Operations.

Previous wording

Receivables sold under all programs subject to continuing involvement, which consists principally of collection services, were $842 million and $778 million as of June 30, 2025 and December 31, 2024, respectively.

Current wording

Receivables sold under all programs subject to continuing involvement, which consists principally of collection services, were $809 million and $778 million as of September 30, 2025 and December 31, 2024, respectively.

Previous wording

The Company also participates in supply chain financing arrangements offered by certain customers that qualify for sale accounting in accordance with the Transfers and Servicing topic of the FASB Codification. For the six months ended June 30, 2025 and 2024, the Company sold receivables of $548 million and $516 million, respectively, related to these arrangements.

Current wording

The Company also participates in supply chain financing arrangements offered by certain customers that qualify for sale accounting in accordance with the Transfers and Servicing topic of the FASB Codification. For the nine months ended September 30, 2025 and 2024, the Company sold receivables of $828 million and $793 million, respectively, related to these arrangements.

Previous wording

The Company has arranged a supplier finance program ("SFP") with a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date on the applicable invoice. The transactions are at the sole discretion of both the suppliers and financial institution, and the Company is not a party to the agreements and has no economic interest in the supplier's decision to sell a receivable. The range of payment terms negotiated by the Company with its suppliers is consistent, irrespective of whether a supplier participates in the program. The agreement with the financial intermediary does not require the Company to provide assets pledged as security or other forms of guarantees for the SFP. Amounts due to the Company's suppliers that elected to participate in the SFP program are included in Accounts Payable on the Company's Condensed Consolidated Balance Sheets and payments made under the SFP program are reflected in Cash Flows from Operating Activities in the Company's Condensed Consolidated Statements of Cash Flows. Accounts Payable included $33 million and $30 million to suppliers who elected to participate in the SFP program as of June 30, 2025 and December 31, 2024, respectively.

Current wording

The Company has arranged a supplier finance program ("SFP") with a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date on the applicable invoice. The transactions are at the sole discretion of both the suppliers and financial institution, and the Company is not a party to the agreements and has no economic interest in the supplier's decision to sell a receivable. The range of payment terms negotiated by the Company with its suppliers is consistent, irrespective of whether a supplier participates in the program. The agreement with the financial intermediary does not require the Company to provide assets pledged as security or other forms of guarantees for the SFP. Amounts due to the Company's suppliers that elected to participate in the SFP program are included in Accounts Payable on the Company's Condensed Consolidated Balance Sheets and payments made under the SFP program are reflected in Cash Flows from Operating Activities in the Company's Condensed Consolidated Statements of Cash Flows. Accounts Payable included $32 million and $30 million to suppliers who elected to participate in the SFP program as of September 30, 2025 and December 31, 2024, respectively.

Previous wording

The Current Credit Agreement requires that the Company maintain a maximum Consolidated Total Leverage Ratio of less than 4.25 to 1.00. At June 30, 2025, the Company was in compliance with such covenant and the ratio was 3.55 to 1.00.

Current wording

The Current Credit Agreement requires that the Company maintain a maximum Consolidated Total Leverage Ratio of less than 4.25 to 1.00. At September 30, 2025, the Company was in compliance with such covenant and the ratio was 3.76 to 1.00.

Previous wording

The Company must also comply with a minimum Consolidated Interest Expense Ratio of 3.00 to 1.00. At June 30, 2025, the Company was in compliance with such covenant and the ratio was 7.03 to 1.00.

Current wording

The Company must also comply with a minimum Consolidated Interest Expense Ratio of 3.00 to 1.00. At September 30, 2025, the Company was in compliance with such covenant and the ratio was 6.93 to 1.00.

Previous wording

The Company performed its annual goodwill impairment tests as of October 1, 2024. The Company concluded that all reporting units with goodwill have a fair value that exceeds their carrying value, and thus goodwill was not impaired. The Europe reporting unit had a fair value that exceeded its respective carrying value by 24%, whereas all other reporting units exceeded by more than 69%. The Europe reporting unit had goodwill totaling $535 million at June 30, 2025.

Current wording

The Company performed its annual goodwill impairment tests as of October 1, 2024. The Company concluded that all reporting units with goodwill have a fair value that exceeds their carrying value, and thus goodwill was not impaired. The Europe reporting unit had a fair value that exceeded its respective carrying value by 24%, whereas all other reporting units exceeded by more than 69%. The Europe reporting unit had goodwill totaling $534 million at September 30, 2025.