GRAPHIC PACKAGING HOLDING CO

Previous wording

•In June 2026, the Company completed the sale of its Croatia business to a third party for total consideration of $6 million. A $13 million charge was recognized in connection with the sale within the International Paperboard Packaging reportable segment during the six months ended June 30, 2026.

Current wording

•In June 2026, the Company completed the sale of its Croatia business to a third party for total consideration of $6 million. A $13 million loss was recognized in connection with the sale within the International Paperboard Packaging reportable segment during the nine months ended September 30, 2026.

Previous wording

Current Assets and Current Liabilities on the Condensed Consolidated Balance Sheets include $8 million and $2 million, respectively, primarily related to multiple paperboard manufacturing and packaging facilities that met the held for sale criteria as of June 30, 2026. Current Assets on the Condensed Consolidated Balance Sheets include $10 million primarily related to multiple paperboard manufacturing and packaging facilities that met the held for sale criteria as of December 31, 2025. During the three and six months ended June 30, 2026, the Company recognized a gain of $1 million and $5 million, respectively, on the sales of exited properties.

Current wording

Current Assets on the Condensed Consolidated Balance Sheets include $6 million and $10 million primarily related to multiple paperboard manufacturing and packaging facilities that met the held for sale criteria as of September 30, 2026 and December 31, 2025, respectively. During the nine months ended September 30, 2026, the Company recognized a gain of $5 million on the sales of exited properties.

Previous wording

The Company's Net Sales for the three months ended June 30, 2026 decreased by $16 million, or 1%, to $2,188 million from $2,204 million for the three months ended June 30, 2025 due to lower pricing of $27 million, the Croatia divestiture and other items, partially offset by a favorable foreign currency exchange of $20 million, while packaging volumes were relatively flat. Innovation sales growth was $40 million, driven by sales of the Company's sustainable consumer packaging solutions. Higher packaging sales in the food and health and beauty markets were partially offset by lower packaging sales in the foodservice and household markets, while packaging sales in the beverage market were relatively flat.

Current wording

The Company's Net Sales for the three months ended September 30, 2026 increased by $2 million to $2,192 million from $2,190 million for the three months ended September 30, 2025 driven by an increase of $19 million in volume/ mix, partially offset by lower pricing of $15 million. Foreign exchange and other is related to the Croatia divestiture and other items and is partially offset by a favorable foreign currency exchange of $8 million. Innovation sales growth was $42 million, driven by sales of the Company's sustainable consumer packaging solutions. Higher packaging sales in the food market were partially offset by lower packaging sales in the foodservice and household markets, while packaging sales in the health and beauty and beverage markets were relatively flat.

Previous wording

Income from Operations for the three months ended June 30, 2026 decreased $98 million, or 51%, to $95 million from $193 million for the three months ended June 30, 2025, due to lower pricing, production curtailment impacts, other inflation (primarily labor and benefits) of $24 million, commodity inflation (including logistics, chemicals, secondary fiber and purchased materials, partially offset by wood) of $36 million and unfavorable foreign currency exchange, partially offset by positive Net Performance of $9 million.

Current wording

Income from Operations for the three months ended September 30, 2026 decreased $133 million, or 57%, to $101 million from $234 million for the three months ended September 30, 2025, due to lower pricing, production curtailment impacts, other inflation (primarily labor and benefits) of $26 million and commodity inflation (including logistics, chemicals, secondary fiber and purchased materials, partially offset by wood) of $57 million, partially offset by a favorable foreign currency exchange of $5 million and positive Net Performance of $2 million.

Previous wording

Income from Operations was also unfavorably impacted by an additional $5 million of charges related to cost and production optimization initiatives, primarily for severance following the review of support functions and other expenses. Income from Operations was favorably impacted by a reduction in accelerated depreciation related to the closures of several paperboard facilities of $4 million and by the start-up charges related to Waco of $10 million in 2025 that did not recur in 2026.

Current wording

Income from Operations was also unfavorably impacted as the Company consolidated certain floors of its headquarters facility, resulting in an impairment charge of $14 million, an additional $5 million of charges related to cost and production optimization initiatives, primarily for severance following the review of support functions and other expenses and an $8 million year-over-year increase in accelerated depreciation related to these cost and production optimization initiatives and facility closures. Income from Operations was favorably impacted by the start-up charges related to Waco of $15 million in 2025 that did not recur in 2026.

Previous wording

Interest Expense, Net was $68 million and $53 million for the three months ended June 30, 2026 and 2025, respectively. Interest Expense, Net increased primarily due to lower capitalized interest as a result of completion of the Waco project. The Company capitalized interest of $1 million and $15 million for the three months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, approximately 34% of the Company's total debt was subject to floating interest rates.

Current wording

Interest Expense, Net was $69 million and $53 million for the three months ended September 30, 2026 and 2025, respectively. Interest Expense, Net increased primarily due to lower capitalized interest as a result of completion of the Waco project. The Company capitalized interest of $2 million and $17 million for the three months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, approximately 30% of the Company's total debt was subject to floating interest rates.

Previous wording

First Six Months of 2026 Compared to First Six Months of 2025

Current wording

First Nine Months of 2026 Compared to First Nine Months of 2025

Previous wording

The Company's Net Sales for the six months ended June 30, 2026 increased by $20 million to $4,344 million from $4,324 million for the six months ended June 30, 2025, driven by higher volumes and a favorable foreign currency exchange of $77 million, partially offset by lower pricing of $59 million, the Croatia divestiture and other items. Innovation sales growth was $82 million, driven by conversions to the Company's sustainable consumer packaging solutions. Lower packaging sales in the foodservice and household markets were partially offset by higher packaging sales in the food and health and beauty markets, while packaging sales in the beverage market were relatively flat.

Current wording

The Company's Net Sales for the nine months ended September 30, 2026 increased by $22 million to $6,536 million from $6,514 million for the nine months ended September 30, 2025, driven by higher volumes and a favorable foreign exchange and other, which is primarily due to a favorable currency exchange of $85 million, partially offset by the Croatia divestiture and other items and by lower pricing of $75 million. Innovation sales growth was $124 million, driven by conversions to the Company's sustainable consumer packaging solutions. Higher packaging sales in the food and health and beauty markets were partially offset by lower packaging sales in the foodservice and household markets, while packaging sales in the beverage market was relatively flat.

Previous wording

Income from Operations for the six months ended June 30, 2026 decreased $300 million, or 72%, to $114 million from $414 million for the six months ended June 30, 2025, due to lower pricing, weather, higher maintenance spend and production curtailment impacts, other inflation (primarily labor and benefits) of $45 million, and commodity inflation (including logistics, chemicals, energy, secondary fiber and purchased materials, partially offset by wood) of $52 million. The impact of foreign currency exchange was relatively flat.

Current wording

Income from Operations for the nine months ended September 30, 2026 decreased $433 million, or 67%, to $215 million from $648 million for the nine months ended September 30, 2025, due to lower pricing, weather, higher maintenance spend and production curtailment impacts, other inflation (primarily labor and benefits) of $71 million, and commodity inflation (including logistics, chemicals, energy, secondary fiber and purchased materials, partially offset by wood) of $109 million, slightly offset by the impact of foreign currency exchange.

Previous wording

Income from Operations was also unfavorably impacted by $40 million of charges related to the Company's decision to discontinue its project to build automated roll warehouses at its Kalamazoo, Michigan and Texarkana, Texas paperboard manufacturing facilities. The Company also incurred $23 million of charges related to cost and production optimization initiatives, primarily for severance following the review of support functions and other expenses, and recognized $13 million of impairment charges related to the sale of our Croatia business. Income from Operations was favorably impacted by a reduction in accelerated depreciation related to the closures of several paperboard facilities of $8 million and by the start-up charges related to Waco of $17 million in 2025 that did not recur in 2026.

Current wording

Income from Operations was also unfavorably impacted by $40 million of charges related to the Company's decision to discontinue its project to build automated roll warehouses at its Kalamazoo, Michigan and Texarkana, Texas paperboard manufacturing facilities. The Company also incurred $28 million of charges related to cost and production optimization initiatives, primarily for severance following the review of support functions and other expenses, recognized a $13 million loss related to the sale of our Croatia business and the Company consolidated certain floors of its headquarters facility, resulting in an impairment charge of $14 million. Income from Operations was favorably impacted by the start-up charges related to Waco of $32 million in 2025 that did not recur in 2026.

Previous wording

Interest Expense, Net was $132 million and $104 million for the six months ended June 30, 2026 and 2025, respectively. Interest Expense, Net increased primarily due to lower capitalized interest as a result of completion of the Waco project. The Company capitalized interest of $3 million and $29 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Interest Expense, Net was $201 million and $157 million for the nine months ended September 30, 2026 and 2025, respectively. Interest Expense, Net increased primarily due to lower capitalized interest as a result of completion of the Waco project. The Company capitalized interest of $5 million and $46 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

During the six months ended June 30, 2026, the Company recognized an immaterial amount of Income Tax Expense on a Loss before Income Taxes of $19 million. The effective tax rate for the six months ended June 30, 2026 is different from the statutory rate primarily due to the discrete tax impact of the charges associated with the sale of our Croatia business that resulted in no corresponding tax benefit. The Company also recorded additional discrete items including a $6 million tax benefit from the release of reserves for uncertain tax positions following the expiration of applicable statutes of limitations, $2 million tax expense related to a shortfall for RSUs that vested during the period and $2 million tax expense for the establishment of a valuation allowance against certain net deferred tax assets in the Netherlands. Additionally, 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.

Current wording

During the nine months ended September 30, 2026, the Company recognized Income Tax Expense of $11 million on Income before Income Taxes and Equity Income of Unconsolidated Entity of $13 million. The effective tax rate for the nine months ended September 30, 2026 is different from the statutory rate primarily due to the discrete tax impact of the charges associated with the sale of our Croatia business that resulted in no corresponding tax benefit. The Company also recorded additional discrete items including a $6 million tax benefit from the release of reserves for uncertain tax positions following the expiration of applicable statutes of limitations, $2 million of tax expense related to a shortfall for RSUs that vested during the period, $2 million of tax expense for the establishment of a valuation allowance against certain net deferred tax assets in the Netherlands and $1 million of tax expense related to provision to return adjustments associated with the 2025 U.S. federal income tax return. Additionally, 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, 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 RSUs 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 RSUs 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

(b)Includes accelerated depreciation related to exit activities in 2025. See Note 12. Exit Activities in the Notes to Condensed Consolidated Financial Statements for further information.

Current wording

(b)Includes accelerated depreciation related to exit activities in 2026 and 2025. See Note 12. Exit Activities in the Notes to Condensed Consolidated Financial Statements for further information.

Previous wording

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

Current wording

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

Previous wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits) and production curtailment impacts offset by lower maintenance spend, cost savings from continuous improvement and other programs and productivity improvements.

Current wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits) and production curtailment impacts offset by cost savings from continuous improvement and other programs and productivity improvements. Income from Operations was also unfavorably impacted by a charge of $2 million for accelerated depreciation related to a facility closure.

Previous wording

Net Sales decreased due to lower pricing, partially offset by innovation sales growth driven by conversions to the Company's sustainable consumer packaging solutions and favorable foreign currency exchange. Lower packaging sales in the foodservice, beverage and household markets were partially offset by higher packaging sales in the food market.

Current wording

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

Previous wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits), partially offset by favorable foreign currency exchange 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 higher commodity cost and other inflation (primarily labor and benefits), partially offset by higher pricing 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. Income from Operations was also unfavorably impacted by a charge of $7 million for accelerated depreciation related to cost and production optimization initiatives.

Previous wording

First Six Months of 2026 Compared to First Six Months of 2025

Current wording

First Nine Months of 2026 Compared to First Nine Months of 2025

Previous wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits), mix, weather, higher maintenance spend, and production curtailment impacts offset by cost savings from continuous improvement and other programs and productivity improvements.

Current wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits), mix, weather, higher maintenance spend, and production curtailment impacts offset by cost savings from continuous improvement and other programs and productivity improvements. Income from Operations was also unfavorably impacted by a charge of $2 million for accelerated depreciation related to a facility closure.

Previous wording

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

Current wording

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

Previous wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits), partially offset by favorable foreign currency exchange and cost savings from continuous improvement and other programs, including benefits from capital projects and productivity improvements. Income from Operations was also unfavorably impacted by $13 million of impairment charges related to sale of our Croatia business.

Current wording

Income from Operations decreased due to lower pricing, higher commodity cost and other inflation (primarily labor and benefits), partially offset by favorable foreign currency exchange and cost savings from continuous improvement and other programs, including benefits from capital projects and productivity improvements. Income from Operations was also unfavorably impacted by a $13 million loss related to sale of our Croatia business and by a charge of $7 million for accelerated depreciation related to cost and production optimization initiatives.

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2026 totaled $45 million compared to $93 million provided by operating activities for the same period in 2025. The decrease was mainly due to lower income from operations in the current year. Pension contributions for the six months ended June 30, 2026 and 2025 were $3 million.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2026 totaled $295 million compared to $320 million provided by operating activities for the same period in 2025. The decrease was mainly due to lower income from operations in the current year. Pension contributions for the nine months ended September 30, 2026 and 2025 were $5 million and $9 million, respectively.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 totaled $133 million compared to $505 million for the same period in 2025. The Company had capital spending of $223 million ($183 million was capitalized, of which $145 million was for adding capacity and improving process capabilities, $29 million for capital spares and $9 million for manufacturing packaging machinery) and $541 million ($484 million was capitalized) in 2026 and 2025, respectively. Capital spending decreased compared to prior year due to the completion of a significant portion of the Waco, Texas recycled paperboard facility in the fourth quarter of 2025, which drove elevated capital spending in the prior period. Net cash receipts related to the accounts receivable securitization and sale programs were $76 million and $56 million in 2026 and 2025, respectively.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 totaled $48 million compared to $736 million for the same period in 2025. The Company had capital spending of $287 million ($238 million was capitalized, of which $187 million was for adding capacity and improving process capabilities, $38 million for capital spares and $13 million for manufacturing packaging machinery) and $808 million ($669 million was capitalized) in 2026 and 2025, respectively. Capital spending decreased compared to prior year due to the completion of a significant portion of the Waco, Texas recycled paperboard facility in the fourth quarter of 2025, which drove elevated capital spending in the prior period. Net cash receipts related to the accounts receivable securitization and sale programs were $227 million and $91 million in 2026 and 2025, respectively.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2026 totaled $32 million compared to $362 million for the same period in 2025. On April 14, 2026, the Company drew $400 million from the Incremental Term Facility provided for in the Amendment to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024, which provided for a Delayed Draw Incremental Term Facility (the "Delayed Draw Incremental Term Loan"). The Company used the proceeds to repay in full its $400 million 1.512% Senior Secured Notes, which matured April 15, 2026. For more information on debt repayment, see Note 3. Debt in the Notes to Condensed Consolidated Financial Statements. On June 2, 2026, the Company completed a $145 million tax-exempt green bond transaction through Mission Economic Development Corporation's Private Activity Bond Program. The net proceeds of $144 million were used to reimburse a portion of the spend on construction of the new recycled paperboard manufacturing facility located 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. Current year activities also include borrowings under revolving credit facilities, primarily for capital spending, and payments on debt of $9 million. The Company also paid dividends of $65 million and withheld $4 million of RSUs to satisfy tax withholding obligations related to the payout of RSUs. In the prior year, the Company completed a $100 million tax-exempt green bond transaction through Mission Economic Development Corporation's Private Activity Bond Program. 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. Additional prior year financing activities included borrowings made 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 and distributions of $63 million and withheld $32 million of RSUs to satisfy tax withholding payments related to the payout of RSUs.

Current wording

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. On September 3, 2026, the Company completed a $115 million tax-exempt green bond transaction through Mission Economic Development Corporation's Private Activity Bond Program (the "September 2026 Green Bonds"). The net proceeds of $116 million were used to pay down its higher cost senior secured revolving credit facility borrowings that were used to fund construction of its recycled paperboard manufacturing facility located in Waco, Texas (the "Project"). For more information on the September 2026 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, and payments on debt of $14 million. The Company also paid dividends of $98 million and withheld $5 million of RSUs to satisfy tax withholding obligations related to the payout of RSUs. In the prior year, the Company completed a $100 million tax-exempt green bond transaction through Mission Economic Development Corporation's Private Activity Bond Program. 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. Additional prior year financing activities included borrowings made 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 and distributions of $96 million and withheld $34 million of RSUs to satisfy tax withholding payments related to the payout of RSUs.

Previous wording

(a)Includes Net Sales to Nonguarantor Subsidiaries of $342 million.

Current wording

(a)Includes Net Sales to Nonguarantor Subsidiaries of $511 million.

Previous wording

The Company expects its material cash requirements for the next six 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 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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% 2021 Green Bonds due 2026, 5.00% 2025 Green Bonds due 2030, 5.00% 2026 Green Bonds due 2030, 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% Senior 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.

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% 2021 Green Bonds due 2026, 5.00% 2025 Green Bonds due 2030, 5.00% June 2026 Green Bonds due 2030, 5.00% September 2026 Green Bonds due 2030, 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% Senior 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 following table summarizes the activity under these programs for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes the activity under these programs for the nine months ended September 30, 2026 and 2025:

Previous wording

Receivables sold under all programs subject to continuing involvement, which consists principally of collection services, were $877 million and $814 million as of June 30, 2026 and December 31, 2025, respectively.

Current wording

Receivables sold under all programs subject to continuing involvement, which consists principally of collection services, were $958 million and $814 million as of September 30, 2026 and December 31, 2025, 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, 2026 and 2025, the Company sold receivables of $564 million and $548 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, 2026 and 2025, the Company sold receivables of $891 million and $828 million, respectively, related to these arrangements.

Previous wording

The fees associated with the sale of receivables for all programs were $13 million and $26 million for the three and six months ended June 30, 2026, respectively, $15 million and $29 million for the three and six months ended June 30, 2025, respectively, and are included in Other Expense, Net in the Condensed Consolidated Statements of Operations.

Current wording

The fees associated with the sale of receivables for all programs were $16 million and $42 million for the three and nine months ended September 30, 2026, respectively, $14 million and $43 million for the three and nine months ended September 30, 2025, respectively, and are included in Other Expense, Net in the Condensed Consolidated Statements of Operations.

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 suppliers that elected to participate in the SFP are included in Accounts Payable on the Company's Condensed Consolidated Balance Sheets, and payments made under the SFP are reflected in Cash Flows from Operating Activities in the Company's Condensed Consolidated Statements of Cash Flows. Accounts Payable included $30 million and $27 million payable to suppliers who elected to participate in the SFP as of June 30, 2026 and December 31, 2025, 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 suppliers that elected to participate in the SFP are included in Accounts Payable on the Company's Condensed Consolidated Balance Sheets, and payments made under the SFP are reflected in Cash Flows from Operating Activities in the Company's Condensed Consolidated Statements of Cash Flows. Accounts Payable included $32 million and $27 million payable to suppliers who elected to participate in the SFP as of September 30, 2026 and December 31, 2025, respectively.

Previous wording

On February 26, 2026, the Company, GPIP, GPIL, and certain subsidiaries of GPIL entered into Amendment No. 1 (the "Amendment") to the Credit Agreement to increase the maximum Consolidated Total Leverage Ratio from March 31, 2026 to December 31, 2026 to 5.00 to 1.00 and from March 31, 2027 to June 30, 2027 to 4.75 to 1.00. The Amendment also incorporates an additional pricing tier when the Consolidated Total Leverage Ratio is greater than or equal to 4.75 to 1.00; limits share repurchases to $65 million on an annual basis; and places additional restrictions on acquisitions and investments in nonguarantor subsidiaries during the period commencing on February 26, 2026 and ending on September 30, 2027.

Current wording

On February 26, 2026, the Company, GPIP, GPIL, certain subsidiaries of GPIL, and Bank of America, N.A., as administrative agent for the lenders party thereto entered into Amendment No. 1 ("Amendment 1") to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024. Amendment 1 increases the permitted Consolidated Total Leverage Ratio from March 31, 2026 to June 30, 2027. Amendment 1 increases the existing maximum Consolidated Total Leverage Ratio covenant from 4.25 to 1.00 to 5.00 to 1.00 for the period ending March 31, 2026 through December 31, 2026 and to 4.75 to 1.00 for the period ending March 31, 2027, through and including June 30, 2027. Amendment 1 also incorporates an additional pricing tier when the Consolidated Total Leverage Ratio is greater than or equal to 4.75 to 1.00; limits share repurchases to $65 million on an annual basis; and places additional restrictions on acquisitions and investments in non-guarantor subsidiaries during the period commencing on February 26, 2026 and ending on September 30, 2027.

Previous wording

At June 30, 2026, the Company was in compliance with such covenant and the ratio was 4.37 to 1.00.

Current wording

At September 30, 2026, the Company was in compliance with such covenant and the ratio was 4.44 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, 2026, the Company was in compliance with such covenant and the ratio was 4.86 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, 2026, the Company was in compliance with such covenant and the ratio was 4.27 to 1.00.

Previous wording

The Company performed its annual goodwill impairment tests as of October 1, 2025. The Company concluded that all reporting units with goodwill have a fair value that exceeds their carrying value, and thus goodwill was not impaired. Excess fair value over carrying value was approximately 2% for the International reporting unit and 18% for the Foodservice reporting unit. No other reporting units had excess fair value over carrying value below 20%. The International reporting unit and the Foodservice reporting unit had goodwill totaling $520 million and $84 million at June 30, 2026, respectively.

Current wording

The Company performed its annual goodwill impairment tests as of October 1, 2025. The Company concluded that all reporting units with goodwill have a fair value that exceeds their carrying value, and thus goodwill was not impaired. Excess fair value over carrying value was approximately 2% for the International reporting unit and 18% for the Foodservice reporting unit. No other reporting units had excess fair value over carrying value below 20%. The International reporting unit and the Foodservice reporting unit had goodwill totaling $513 million and $84 million at September 30, 2026, respectively.