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GRAPHIC PACKAGING HOLDING CO

GRAPHIC PACKAGING HOLDING COGPKEarnings & Financial Report

NYSE · Materials · Paperboard Containers & Boxes

Graphic Packaging International is a Fortune 500 corporation based in Atlanta, Georgia, United States. It designs and manufactures packaging solutions for commercial products. GPI manufactures paperboard and folding cartons for a wide range of popular consumer goods, particularly beverages and packaged food. The company operates paperboard mills in Kalamazoo, Michigan; Macon, Georgia; Middletown, Ohio; Prosperity, South Carolina; Texarkana, Texas; and West Monroe, Louisiana, that use recycled...

What changed in GRAPHIC PACKAGING HOLDING CO's 10-K — 2024 vs 2025

Top changes in GRAPHIC PACKAGING HOLDING CO's 2025 10-K

290 paragraphs added · 300 removed · 218 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

62 edited+7 added−16 removed14 unchanged
The Company also makes certain investor presentations and access to analyst conference calls, as well as certain environmental, social, and governance information available through its website. The information contained or incorporated into the Company’s website is not a part of this Annual Report on Form 10-K.
The Company also makes certain investor presentations and access to analyst conference calls, as well as certain environmental, social, and governance information is available through its website. The information contained or incorporated into the Company's website is not a part of this Annual Report on Form 10-K.
Our costs of complying with complex environmental laws and regulations, as well as voluntary certification and disclosure programs, are significant and will continue to be significant for the foreseeable future. These laws and regulations and stakeholder driven voluntary certification and disclosure programs could become more stringent over time, which could result in significant additional compliance costs.
The costs of complying with complex environmental laws and regulations, as well as voluntary certification and disclosure programs, are significant and will continue to be significant for the foreseeable future. These laws and regulations and stakeholder driven voluntary certification and disclosure programs could become more stringent over time, which could result in significant additional compliance costs.
The Company makes available, free of charge through its website, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such materials are electronically filed or furnished to the Securities and Exchange Commission (the “SEC”).
The Company makes available, free of charge through its website, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such materials are electronically filed or furnished to the Securities and Exchange Commission (the "SEC").
During 2024, 2023 and 2022, the Company did not have any one customer that represented 10% or more of its net sales. Competition Although a relatively small number of large competitors hold a significant portion of the paperboard packaging market, the Company’s business is subject to strong competition within paperboard packaging, and from plastic and other packaging materials.
During 2025, 2024 and 2023, the Company did not have any one customer that represented 10% or more of its net sales. Competition Although a relatively small number of large competitors hold a significant portion of the paperboard packaging market, the Company's business is subject to strong competition within paperboard packaging, and from plastic and other packaging materials.
The Company designs and manufactures sustainable packaging solutions including cartons, multipack cartons, trays, carriers, paperboard canisters, and cups and bowls made primarily from unbleached paperboard, recycled paperboard, and bleached paperboard. The Company serves a wide variety of consumer markets, from food and beverage, to foodservice, household products, beauty and health care.
The Company designs and manufactures sustainable packaging solutions including cartons, multipack cartons, trays, carriers, paperboard canisters, as well as cups and bowls made primarily from recycled paperboard, unbleached paperboard and bleached paperboard. The Company serves a wide variety of consumer markets, from food and beverage, to foodservice, household products, beauty and health care.
The Company currently manufactures most of the paperboard it consumes in the Americas and purchases from third parties the majority of the paperboard it consumes in its Europe Paperboard Packaging operations. Graphic Packaging works closely with its customers to understand their needs and goals and to create new and innovative designs customized to their specific needs.
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. Graphic Packaging works closely with its customers to understand their needs and goals and to create new and innovative designs customized to their specific needs.
Paperboard Manufacturing and Packaging Operations Facilities The Company produces paperboard at its manufacturing facilities; prints, cuts, folds, and glues (“converts”) the paperboard into cartons, containers and other packaging at its packaging facilities; and designs and manufactures specialized, proprietary packaging machines that package bottles and cans and, to a lesser extent, non-beverage consumer products.
Paperboard Manufacturing and Packaging Operations Facilities The Company produces paperboard at its manufacturing facilities; prints, cuts, folds and glues ("converts") the paperboard into cartons, containers and other packaging at its packaging facilities; and designs and manufactures specialized, proprietary packaging machines that package bottles and cans and, to a lesser extent, non-beverage consumer products.
Our Vision 2030 plan outlines our targets for protecting the environment and include: achieving our approved 2032 Science Based Targets for Scope 1, 2, and 3 GHG emissions reductions; achieving 90% renewable fuel use in wood fiber paperboard manufacturing facilities; raising our purchased renewable electricity percentage to 50%; and ensuring that 100% of our purchased forest products come from sustainably managed sources.
The Company's Vision 2030 plan outlines its targets for protecting the environment and include: achieving its approved 2032 Science Based Targets for Scope 1, 2, and 3 GHG emissions reductions; achieving 90% renewable fuel use in wood fiber paperboard manufacturing facilities; raising its purchased renewable electricity percentage to 50%; and ensuring that 100% of its purchased forest products come from sustainably managed sources.
The Company believes there are adequate supplies of recycled fiber to serve its paperboard manufacturing facilities. In North America, the Company also utilizes a variety of other paperboard grades in its packaging operations, in addition to paperboard that is supplied to its packaging operations from its own paperboard manufacturing facilities.
The Company believes there are adequate supplies of recovered fiber to serve its paperboard manufacturing facilities. In North America, the Company also utilizes a variety of other paperboard grades in its packaging operations, in addition to paperboard that is supplied to its packaging operations from its own paperboard manufacturing facilities.
The Company elects to produce its own paperboard where it believes that doing so allows it to generate a higher return on capital, and delivers better results for customers. The Company also purchases paperboard from external sources.
The Company elects to produce its own paperboard where it believes that doing so allows it to generate a higher return on capital and deliver better results for customers. The Company also purchases paperboard from external sources.
Climate change also presents opportunities for the Company as it drives growth in demand for lower-carbon footprint products and manufacturing technologies. We believe the Company is well-positioned to take advantage of opportunities that may arise from increased consumer demand for and/or legislation mandating or incentivizing the use of products and technologies necessary to achieve a lower-carbon, lower-waste economy.
Climate change also presents opportunities for the Company as it drives growth in demand for lower-carbon footprint products and manufacturing technologies. The Company believes it is well-positioned to take advantage of opportunities that may arise from increased consumer demand for and/or legislation mandating or incentivizing the use of products and technologies necessary to achieve a lower-carbon, lower-waste economy.
Climate change challenges for the Company are likely to be driven by changes in the physical climate where our facilities are located, as well as changes in laws and regulations, including restrictions on greenhouse gas (“GHG”) emissions, cap and trade systems, and taxes on GHG emissions, fuel, and energy.
Climate change challenges for the Company are likely to be driven by changes in the physical climate where its facilities are located, as well as changes in laws and regulations, including restrictions on greenhouse gas ("GHG") emissions, cap and trade systems, and taxes on GHG emissions, fuel and energy.
Additionally, significant national or state differences in the imposition and enforcement of such laws and regulations could present competitive challenges in a global marketplace. By tracking and taking action to reduce our GHG emissions and energy use through efficiency programs and focused GHG management efforts, we can decrease the potential future impact of these regulatory matters.
Additionally, significant national or state differences in the imposition and enforcement of such laws and regulations could present competitive challenges in a global marketplace. By tracking and taking action to reduce the Company's GHG emissions and energy use through efficiency programs and focused GHG management efforts, it can decrease the potential future impact of these regulatory matters.
The Compensation and Management Development Committee of our Board of Directors annually reviews the processes and practices related to talent and engagement to ensure the equitable treatment of all employees, and alignment with the Company's strategic objectives. Community Engagement Building connections between our employees, their families, and our communities creates a more meaningful, fulfilling and enjoyable workplace.
The Compensation and Management Development Committee of the Company's Board of Directors annually reviews the processes and practices related to talent and engagement to ensure the equitable treatment of all employees, and alignment with the Company's strategic objectives. 8 Table of Contents Community Engagement Building connections between the Company's employees, their families and their communities creates a more meaningful, fulfilling and enjoyable workplace.
For the West Monroe, LA, Macon, Georgia, and Texarkana, Texas paperboard manufacturing facilities, the Company relies on private landowners and the open market for all of its pine and hardwood pulp and recycled fiber requirements, supplemented by clippings that are obtained from its packaging operations.
For the West Monroe, Louisiana, Macon, Georgia and Texarkana, Texas paperboard manufacturing facilities, the Company relies on private landowners and the open market for all of its pine and hardwood pulp and recovered fiber requirements, supplemented by clippings that are obtained from its packaging operations.
The Company takes significant steps to protect its intellectual property and proprietary rights. Human Capital We believe that Graphic Packaging’s greatest asset is its workforce. Solving day-to-day operational and business challenges in order to drive positive results for stakeholders requires attracting, developing, and retaining talented individuals with different skills, ideas, and experiences.
The Company takes significant steps to protect its intellectual property and proprietary rights. Human Capital The Company believes that its greatest asset is its workforce. Solving day-to-day operational and business challenges in order to drive positive results for stakeholders requires attracting, developing and retaining talented individuals with different skills, ideas and experiences.
Pine pulpwood, hardwood pulp, paper and recycled fibers and energy used in the manufacture of paperboard, as well as poly sheeting, plastic resins and various chemicals used in the coating of paperboard, represent the largest components of the Company’s variable costs of paperboard production (other than labor).
Pine pulpwood, hardwood pulp, paper and recovered fiber and energy used in the manufacture of paperboard, as well as poly sheeting, plastic resins and various chemicals used in the coating of paperboard, represent the largest components of the Company's variable costs of paperboard production (other than labor).
The Company’s Core Values underpin our commitment to our stakeholders and our strategy to deliver sustainable, recyclable packaging solutions.
The Company's Core Values underpin its commitment to stakeholders and strategy to deliver sustainable, recyclable packaging solutions.
We produce packaging solutions at over 100 locations in over 20 countries around the world, serving customers ranging from local to multinational consumer products companies and retailers. The Company offers one of the most comprehensive ranges of packaging design, manufacture, and execution capabilities available.
The Company produces packaging solutions at over 100 locations in 20 countries around the world, serving customers 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.
Our employees around the world dedicate their time and talents to improve the communities in which we live and work. Driven by our core values, making a difference for our customers, our consumers, and our community is at the root of our community engagement strategy.
The Company's employees around the world dedicate their time and talents to improve the communities in which they live and work. Driven by the Company's core values, making a difference for its customers, its consumers and its community is at the root of its community engagement strategy.
The Company is putting programs and initiatives in place to drive engagement to the 75% percentile (using the Gallup Q12 ® framework). In 2023 and 2024, the Company conducted an employee engagement survey and executed a robust communication plan to ensure each employee hears results and a commitment for action from their leader.
The Company is putting programs and initiatives in place to drive engagement to the 75% percentile (using the Gallup Q12 ® framework). In 2024 and 2025, the Company conducted an employee engagement survey and executed a robust communication plan to ensure each employee heard results and a commitment for action from their leaders.
The Company converts paperboard into cartons, containers and other packaging for consumer goods products at packaging facilities the Company operates in various locations globally, including a packaging facility associated with the Company's joint venture in Japan, and at licensees outside the U.S.
The Company converts paperboard into cartons, containers and other packaging for consumer goods products at packaging facilities the Company operates in various locations globally, including a packaging facility associated with the Company's joint venture in Japan, and at licensees outside the U.S. The Company's packaging facilities convert paperboard into cartons and containers designed to meet customer specifications.
ITEM 1. BUSINESS Overview Graphic Packaging Holding Company (“GPHC” and, together with its subsidiaries, the “Company”) is committed to providing consumer packaging that makes a world of difference. The Company is a leading provider of consumer goods packaging made from renewable or recycled materials.
Item 1. Business Overview Graphic Packaging Holding Company ("GPHC" and, together with its subsidiaries, the "Company") is committed to creating consumer packaging that makes a world of difference. The Company is a leading producer of consumer goods packaging made from renewable or recycled materials.
The Company has entered into contracts designed to manage risks associated with future variability in cash flows and price risk related to future energy cost increases for a portion of its natural gas requirements at its U.S. paperboard manufacturing facilities.
Energy Energy, including natural gas, fuel, oil and electricity, represents a significant portion of the Company's manufacturing and distribution costs. The Company has entered into contracts designed to manage risks associated with future variability in cash flows and price risk related to future energy cost increases for a portion of its natural gas requirements at its U.S. paperboard manufacturing facilities.
Consumer product customers include Kraft Heinz Company, General Mills, Inc., Nestlé USA, Inc., WK Kellogg Co, Kellanova and Kimberly-Clark Corporation, among others. Quick-service restaurant customers include Chick-fil-A, McDonald's, Wendy's, Panda Express, Dairy Queen, Chipotle, Panera and KFC. Health/beauty customers include GlaxoSmithKline, Bayer, Johnson & Johnson, Abbott, Novartis, L’Oréal S.A., Proctor & Gamble, and Colgate.
Consumer product customers include The Kraft Heinz Company, General Mills, Inc., Nestlé USA, Inc., Mars, Inc., Ferrero Group and Kimberly-Clark Corporation, among others. Quick-service restaurant customers include Chick-fil-A, McDonald's, Wendy's, Panda Express, Dairy Queen, Chipotle, Panera and KFC. Health/beauty customers include GlaxoSmithKline, Bayer, Johnson & Johnson, Abbott, Novartis, L'Oréal S.A., Procter & Gamble and Colgate-Palmolive.
For more information, see “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” 4 During the third quarter of 2023, the Company announced its decision to permanently decommission the K3 recycled paperboard machine in Kalamazoo, Michigan as part of its recycled paperboard network optimization plan that the Company initiated in 2019.
During the third quarter of 2023, the Company announced its decision to permanently decommission the K3 recycled paperboard machine in Kalamazoo, Michigan as part of its recycled paperboard network optimization plan that the Company initiated in 2019. For more information, see Note 18. Exit Activities in the Notes to Consolidated Financial Statements.
The Company believes that adequate supplies from both private landowners and open market fiber sellers currently are available in close proximity to its paperboard manufacturing facilities to meet its raw material needs. The paperboard grades produced at the Kalamazoo, Michigan, Middletown, Ohio, and East Angus, Quebec paperboard manufacturing facilities are made from 100% recycled fiber.
The Company believes that adequate supplies from both private landowners and open market fiber sellers currently are available in close proximity to its paperboard manufacturing facilities to meet its raw material needs. The paperboard grades produced at the Kalamazoo, Michigan and Waco, Texas paperboard manufacturing facilities are made from recovered fiber.
The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers like the Company that file electronically with the SEC at http://www.SEC.gov. 10
The SEC maintains website that contains reports, proxy and information statements, and other information regarding issuers like the Company that file electronically with the SEC at http://www.SEC.gov. 9 Table of Contents
The Company procures its recycled fiber from external suppliers and internal packaging operations. The market price of each of the various recycled fiber grades fluctuates with supply and demand. The Company’s internal recycled fiber procurement function enables the Company to pay lower prices for its recycled fiber needs given the Company’s highly fragmented supplier base.
The Company procures its recovered fiber from external suppliers and internal packaging operations. The market price of each of the various recovered fiber types fluctuates with supply and demand. The Company's internal recovered fiber procurement function enables the Company to pay lower average prices for its recovered fiber needs.
For more information, see “ Note 4 - Business Combinations ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” During the third quarter of 2023, the Company decided to discontinue its project in Texarkana to modify an existing paperboard machine to add swing capacity between bleached and unbleached paperboard in order to focus growth investments in the strategic expansion of recycled paperboard capacity.
During the third quarter of 2023, the Company decided to discontinue its project in Texarkana to modify an existing paperboard machine to add swing capacity between bleached and unbleached paperboard in order to focus growth investments in the strategic expansion of recycled paperboard capacity. For more information, see Note 18. Exit Activities in the Notes to Consolidated Financial Statements.
Products The Company has three reportable segments as follows: Americas Paperboard Packaging includes paperboard packaging sold primarily to consumer packaged goods (“CPG”) companies serving the food, beverage, and consumer product markets and cups, lids and food containers sold primarily to foodservice companies and quick-service restaurants (“QSR”) in the Americas.
The Company's reportable segments are described as follows: Americas Paperboard Packaging includes paperboard packaging sold primarily to consumer packaged goods ("CPG") companies serving the food, beverage and consumer product markets and cups, lids and food containers sold primarily to foodservice companies and quick-service restaurants in the Americas.
The Company’s strategy is to combine functionality and innovative packaging design with a focus on packaging end of life to create circular packaging solutions for customers and consumers.
The Company's strategy is to combine functionality and innovative packaging design with a focus on packaging end of life to create circular packaging solutions for customers and consumers. For more information on research and development expenses see Note 1.
The Company focuses on three pillars that guide the strategy for our community service activities and philanthropic commitments: (1) putting food on the table, (2) preserving the environment, and (3) investing in education.
The Company focuses on three pillars that guide the strategy for its community service activities and philanthropic commitments: (i) putting food on the table, (ii) preserving the environment, and (iii) investing in education.
For more information, see “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” 2023 In January 2023, the Company completed the acquisition of Tama Paperboard, LLC (“Tama”), a recycled paperboard manufacturing facility located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million.
For more information, see Note 18. Exit Activities in the Notes to Consolidated Financial Statements. In January 2023, the Company completed the acquisition of Tama Paperboard, LLC ("Tama"), a recycled paperboard manufacturing facility located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million. Tama is reported within Corporate and Other.
For additional information on such regulation and compliance, see “Environmental Matters” in “Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “ Note 14 - Environmental and Legal Matters ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” 9 Climate change presents both challenges and opportunities for the Company and its communities.
For additional information on such regulation and compliance, see Environmental Matters in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 14. Environmental and Legal Matters in the Notes to Consolidated Financial Statements. Climate change presents both challenges and opportunities for the Company and its communities.
Smurfit WestRock plc is the Company's largest competitor within paperboard packaging. In non-beverage consumer packaging and foodservice, the Company competes with packaging utilizing a wide range of paperboard, plastic, foam, molded fiber, and other materials. Packaging suppliers compete on the basis of design and execution capabilities, price, functionality, appearance, quality and customer service.
Smurfit WestRock plc is the Company's largest competitor within paperboard packaging. In non-beverage consumer packaging and foodservice, the Company competes with packaging utilizing a wide range of paperboard, plastic, foam, molded fiber and other materials.
Share repurchases are reflected as a reduction of common stock for the par value of the shares, with any excess of share repurchase price over par value allocated between capital in excess of par value and retained earnings.
At December 31, 2025, the Company had $1.715 billion available for additional repurchases under the 2025 and 2023 share repurchase programs. Share repurchases are reflected as a reduction of common stock for the par value of the shares, with any excess of share repurchase price over par value allocated between capital in excess of par value and retained earnings.
The joint venture agreement covers unbleached paperboard supply, use of proprietary carton designs and marketing and distribution of packaging systems. 6 Sales and Marketing The Company markets its products principally to multinational beverage, food, quick-service restaurants, health/beauty and other well-recognized consumer products companies. The beverage companies include Anheuser-Busch, Inc., MillerCoors LLC, PepsiCo, Inc. and The Coca-Cola Company, among others.
Sales and Marketing The Company markets its products principally to multinational beverage, food, quick-service restaurants, health/beauty and other well-recognized consumer products companies. The beverage companies include Anheuser-Busch Inbev, MillerCoors LLC, PepsiCo, Inc. and The Coca-Cola Company, among others.
The Company purchases such paperboard requirements, including additional recycled and bleached paperboard, from outside vendors. The majority of external paperboard purchases are acquired through long-term arrangements with other major industry suppliers.
The Company purchases such paperboard requirements, including additional recycled and bleached paperboard, from outside vendors. The majority of external paperboard purchases are acquired through long-term arrangements with other major industry suppliers. The Company's European packaging operations consume unbleached paperboard supplied from the Company's paperboard manufacturing facilities and also utilize paperboard purchased from external suppliers in its packaging facilities.
As its business continues to evolve, the Company will continue to invest in capability development areas that serve as a competitive advantage and will adapt its workforce and invest in its employees to ensure that it has the necessary human capital capabilities in place to support its growth strategy. 8 As of December 31, 2024, the Company had more than 23,000 employees based in more than 100 locations in over 25 different countries around the world.
As its business continues to evolve, the Company will continue to invest in capability development areas that serve as a competitive advantage and will adapt its workforce and invest in its employees to ensure that it has the necessary human capital capabilities in place to support its growth strategy.
For more information on research and development expenses see “ Note 1 - Nature of Business and Summary of Significant Accounting Policies ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” Patents and Trademarks As of December 31, 2024, the Company had a large patent portfolio, presently owning, controlling or holding rights to more than 3,100 U.S. and foreign patents, with more than 850 U.S. and foreign patent applications currently pending.
Nature of Business and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements. 7 Table of Contents Patents and Trademarks As of December 31, 2025, the Company had a large patent portfolio, presently owning, controlling or holding rights to more than 3,100 U.S. and foreign patents, with more than 900 U.S. and foreign patent applications currently pending.
The following table presents the Company's share repurchases under the 2019 and 2023 share repurchase programs for the years ended December 31, 2024, 2023, and 2022: Amount repurchased in millions, except share and per share amounts Amount Repurchased Number of Shares Repurchased Average Price per Share 2024 (a)(b) $ 200 7,243,734 $ 27.61 2023 $ 54 2,389,224 $ 22.80 2022 $ 28 1,315,839 $ 20.91 (a) Including $65 million shares repurchased under the 2019 share repurchase program, which completed that program.
The following table presents the Company's share repurchases for the years ended December 31, 2025, 2024 and 2023: In millions, except share and per share amounts Amount Repurchased Number of Shares Repurchased Average Price per Share 2025 (a) $ 150 6,765,249 $ 22.17 2024 (a)(b) $ 200 7,243,734 $ 27.61 2023 $ 54 2,389,224 $ 22.80 (a) Excluding $1 million and $2 million of excise taxes incurred in 2025 and 2024, respectively.
In beverage packaging, the Company competes with other paperboard-based containers, plastic and shrink-wrap, and corrugated packaging. The Company believes that packaging made from unbleached paperboard offers advantages over alternative materials in areas including recyclability, design flexibility, distribution, brand awareness, carton designs, package performance and package line speed.
The Company believes that packaging made from unbleached paperboard offers advantages over alternative materials in areas including recyclability, design flexibility, distribution, brand awareness, carton designs, package performance and package line speed. Raw Materials The Company's main raw materials are pine and hardwood trees and recovered fiber.
For more information, see “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” On September 8, 2023, the Company completed the acquisition of Bell Incorporated (“Bell”) for $262 million, adding three packaging facilities in Sioux Falls, South Dakota and Groveport, Ohio.
Subsequently, in the second quarter of 2023, the Company closed this facility. For more information, see Note 4. Business Combinations in the Notes to Consolidated Financial Statements. In September 2023, the Company completed the acquisition of Bell Incorporated ("Bell") for $262 million, adding three packaging facilities in Sioux Falls, South Dakota and Groveport, Ohio.
Financial Statements and Supplementary Data.” Paperboard Packaging The Company’s paperboard packaging products deliver brand, marketing, sustainability, and performance benefits at a competitive cost.
Business Segment and Geographic Area Information in the Notes to Consolidated Financial Statements. Paperboard Packaging The Company's paperboard packaging products deliver brand, marketing, sustainability and performance benefits at a competitive cost.
Similarly, strong relationships with the communities in which the Company operates have a substantial impact on hiring costs, retention rates, employee engagement, operating performance and safety. The Company therefore seeks to build and maintain strong and capable teams broadly representative of those communities.
As such, the Company seeks to recruit and retain talented employees whose perspectives and experience are broadly representative of the consumers its customers serve. Similarly, strong relationships with the communities in which the Company operates have a substantial impact on hiring costs, retention rates, employee engagement, operating performance and safety.
The Company supplies paperboard cartons, carriers and containers designed to protect and hold products while providing: • Convenience through ease of carrying, storage, delivery, dispensing of product, and food preparation for consumers; • A smooth surface printed with high-resolution, multi-color graphic images that help improve brand awareness and visibility of products on store shelves; and • Durability, stiffness and wet and dry tear strength; leak, abrasion and heat resistance; barrier protection from moisture, oxygen, oils and greases, as well as enhanced microwave heating performance.
The Company supplies paperboard cartons, carriers and containers designed to protect and hold products while providing: • Convenience through ease of carrying, storage, delivery, dispensing of product and food preparation for consumers; • A smooth surface printed with high-resolution, multi-color graphic images that help improve brand awareness and visibility of products on store shelves; and • Durability, stiffness and wet and dry tear strength; leak, abrasion and heat resistance; barrier protection from moisture, oxygen, oils and greases, as well as enhanced microwave heating performance. 5 Table of Contents The Company provides a wide range of innovative, paperboard packaging solutions for the following end-use markets: • Food, including dry foods and food ingredients, frozen, refrigerated and microwavable prepared foods, and desserts; • Beverage, including beer, seltzer, soft drinks, energy drinks, teas, water and juices; • Foodservice, including cups, trays and containers for food and drinks for quick-service restaurants, and other food service providers; • Household products, including cleaning products, tissues products, home air filters and pet care products; and • Health and beauty products.
The Company believes that its recent safety performance is among the best in the industry, and considers employee engagement to be critical to maintaining and improving upon that level of safety performance. The Company has a number of initiatives underway to drive employee engagement higher.
The Company therefore seeks to build and maintain strong and capable teams broadly representative of those communities. The Company believes that its recent safety performance is among the best in the industry, and considers employee engagement to be critical to maintaining and improving upon that level of safety performance.
The Company’s hedging program for natural gas is discussed in “ Note 10 - Financial Instruments, Derivatives and Hedging Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” Seasonality The Company’s net sales, income from operations and cash flows from operations are subject to moderate seasonality, with demand usually increasing in the late spring through early fall due to increases in demand for beverage and food products.
Seasonality The Company's net sales, income from operations and cash flows from operations are subject to moderate seasonality, with demand usually increasing in the late spring through early fall due to increases in demand for beverage and food products.
For more information, see “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” Share Repurchases and Dividends On July 27, 2023, the Company's Board of Directors authorized an additional share repurchase program to allow the Company to purchase up to $500 million of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the “2023 share repurchase program”).
Divestitures in the Notes to Consolidated Financial Statements. 4 Table of Contents Share Repurchases and Dividends On April 30, 2025, the Company's Board of Directors authorized an additional share repurchase program to allow the Company to purchase up to $1.5 billion of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the "2025 share repurchase program").
As of December 31, 2024, 850 of the Company’s employees were working under expired contracts, which are currently being negotiated, and 1,866 were covered under collective bargaining agreements that expire within one year. The Company considers its employee relations to be satisfactory.
Approximately 59% of the Company's employees were represented by labor unions and covered by collective bargaining agreements or covered by works councils in Europe. As of December 31, 2025, 1,056 of the Company's employees were working under expired contracts, which are currently being negotiated, and 1,901 were covered under collective bargaining agreements that expire within one year.
In 2025 and 2026, the Company estimates it will spend $53 million and $91 million respectively, for such projects as a new wastewater treatment system and upgrades to waste water treatment systems at certain of our paperboard manufacturing facilities.
In 2025, the Company spent $61 million of capital on projects to maintain compliance with environmental laws, regulations and the Company's permits granted thereunder. In 2026 and 2027, the Company estimates it will spend $65 million and $147 million respectively, primarily for projects such as upgrades to and new wastewater treatment systems at certain of its paperboard manufacturing facilities.
Current Assets within the Consolidated Balance Sheet include $15 million relating to multiple packaging facilities that met the held for sale criteria as of December 31, 2024.
During 2024 and 2023, the Company decided to close multiple packaging facilities. Production from these facilities has been consolidated into other existing packaging facilities. Current Assets on the Consolidated Balance Sheet include $8 million and $15 million related to multiple paperboard manufacturing and packaging facilities that met the held for sale criteria as of December 31, 2025 and 2024, respectively.
For more information, see “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” In May 2022, the Company closed the Battle Creek, Michigan recycled paperboard manufacturing facility.
Acquisitions, Closures and Dispositions In May 2025, the Company closed its Middletown, Ohio, recycled paperboard manufacturing facility. For more information, see Note 18. Exit Activities in the Notes to Consolidated Financial Statements. In December 2025, the Company closed its East Angus, Québec, recycled paperboard manufacturing facility. For more information, see Note 18.
The previous $500 million share repurchase program was authorized on January 28, 2019 (the “2019 share repurchase program”) and was completed in May 2024. At December 31, 2024, the Company had $365 million available for additional repurchases under the 2023 share repurchase program.
The previous $500 million share repurchase program was authorized on July 27, 2023 (the "2023 share repurchase program"), in addition to the $500 million share repurchase program that was authorized on January 28, 2019 (the "2019 share repurchase program"), which was completed in May 2024.
The Company's packaging facilities print, cut, fold and glue paperboard into cartons and containers designed to meet customer specifications. Joint Venture The Company is a party to a Japanese joint venture, Rengo Riverwood Packaging, Ltd., in which it holds a 50% ownership interest.
Joint Venture The Company is a party to a Japanese joint venture, Rengo Riverwood Packaging, Ltd., in which it holds a 50% ownership interest. The joint venture agreement covers unbleached paperboard supply, use of proprietary carton designs and marketing and distribution of packaging systems.
Europe Paperboard Packaging includes paperboard packaging sold primarily to CPG companies serving the food, beverage and consumer product markets, including healthcare and beauty, primarily in Europe.
International Paperboard Packaging includes paperboard packaging sold primarily to CPG companies serving the food, foodservice, beverage and consumer product markets, including healthcare and beauty, outside of the Americas. The Company operates primarily in three geographic areas: the Americas, Europe and Asia Pacific. For reportable segment and geographic area information for each of the last three fiscal years, see Note 15.
Employee Health and Safety Maintaining a safe work environment is vital to the Company, and we are committed to the health, safety and wellness of our employees. Our Total Recordable Incident Rate, which is the annual rate of workplace injuries per 100 full-time employees, is 0.88, reflecting better performance than the industry average.
The Company's Total Recordable Incident Rate, which is the annual rate of workplace injuries per 100 full-time employees, is 0.86, reflecting significantly better performance than the industry average. The Company strives to achieve an injury-free workplace through various safety initiatives and programs, and the Company's Vision 2030 goal is zero life injuries.
As a leading innovator in consumer packaging, a deep understanding of the widest range of consumers is essential to the success of the Company's designs and product execution. As such, the Company seeks to recruit and retain talented employees whose perspectives and experience are broadly representative of the consumers its customers serve.
Company Culture Graphic Packaging works to enable a safe, engaged, and customer-focused culture, and has a solid record of delivering outstanding results for its customers across the globe. As a leading innovator in consumer packaging, a deep understanding of the widest range of consumers is essential to the success of the Company's designs and product execution.
(b) Excluding $2 million of excise taxes incurred in 2024. During 2024, 2023 and 2022, GPHC paid cash dividends of $122 million, $123 million and $92 million, respectively. Though the decision to distribute cash dividends rests solely with the Board of Directors, the Company presently intends to maintain a quarterly cash dividend, subject to earnings and liquidity considerations.
Though the decision to distribute cash dividends rests solely with the Board of Directors, the Company presently intends to maintain a quarterly cash dividend, subject to earnings and liquidity considerations. Products During the first quarter of 2025, the Company realigned its financial reporting structure under two reportable segments, Americas Paperboard Packaging and International Paperboard Packaging.
Bell is reported within the Americas Paperboard Packaging reportable segment.
Bell is reported within the Americas Paperboard Packaging reportable segment. For more information, see Note 4. Business Combinations in the Notes to Consolidated Financial Statements.
Acquisitions, Closures, and Dispositions The Company has successfully completed several acquisitions, closures and dispositions in the past three years and expects to pursue acquisition opportunities in the future as part of its overall growth strategy. 2024 On May 1, 2024, the Company completed the sale of its Augusta, Georgia bleached paperboard manufacturing facility (the “Augusta Divestiture”) to Clearwater Paper Corporation for a total consideration of $711 million.
Exit Activities in the Notes to Consolidated Financial Statements. In May 2024, the Company completed the sale of its Augusta, Georgia bleached paperboard manufacturing facility (the "Augusta Divestiture") to Clearwater Paper Corporation for a total consideration of $711 million. For more information, see Note 19. Divestitures in the Notes to Consolidated Financial Statements.
Removed
For more information, see “ Note 19 - Divestitures ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” During 2024, the Company decided to close multiple packaging facilities by the end of 2024 and early 2025.
Added
In November 2023, the Company completed the sale of its two packaging facilities in Russia. For more information, see Note 19.
Removed
These are in addition to the multiple packaging facilities that the Company decided to close by the end of 2023 and early 2024. Production from these facilities will be consolidated into other existing packaging facilities.
Added
(b) Includes $65 million shares repurchased under the 2019 share repurchase program, thereby completing that program. During 2025, 2024 and 2023 GPHC paid cash dividends of $128 million, $122 million and $123 million, respectively.
Removed
Tama was reported within the Paperboard Manufacturing reportable segment. Subsequently, in the second quarter of 2023, the Company closed this facility.
Added
Packaging suppliers compete on the basis of design and execution capabilities, price, functionality, appearance, quality and customer service. 6 Table of Contents In beverage packaging, the Company competes with other paperboard-based containers, plastic and shrink-wrap, and corrugated packaging.
Removed
For more information, see “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” During 2023, the Company decided to close multiple packaging facilities by the end of 2023 and early 2024. Production from these facilities has been consolidated into other existing packaging facilities.
Added
The Company's hedging program for natural gas is discussed in Note 10. Financial Instruments, Derivatives and Hedging Activities in the Notes to Consolidated Financial Statements.
Removed
For more information, see “ Note 1 - Business Combinations, Exit Activities and Other Special Items, Net ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” During 2022, the Company began the process of divesting its interest in its two packaging facilities in Russia (the “Russian Operations”).
Added
As of December 31, 2025, the Company had more than 23,000 employees based in more than 100 locations in over 25 different countries around the world. Approximately 66% of its employees are in the Americas and 34% are in Europe and the rest of the world.
Removed
The assets and liabilities to be disposed of in connection with this transaction met the held for sale criteria as of June 30, 2022 and each subsequent quarter end through the date of sale. On November 30, 2023, the Company completed the sale of its Russian Operations.
Added
The Company considers its employee relations to be satisfactory. Employee Health and Safety Maintaining a safe work environment is vital to the Company, and the Company is committed to the health, safety and wellness of its employees.
Removed
For more information, see “ Note 19 - Divestitures ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” 2022 In March 2022, the Company announced its decision to close the Norwalk, Ohio packaging facility and closed the facility in September 2022.
Added
The Company has a number of initiatives underway to drive employee engagement higher.
Removed
Paperboard Manufacturing includes the six North American paperboard manufacturing facilities that produce recycled, unbleached and bleached paperboard, which is primarily consumed internally to produce paperboard consumer packaging for the Americas and Europe Paperboard Packaging segments. Paperboard not consumed internally is sold externally to a small group of paperboard packaging converters.
Removed
The Paperboard Manufacturing segment's Net Sales represent the sale of paperboard only to external customers. The effect of intercompany transfers to the paperboard packaging segments has been eliminated from the Paperboard Manufacturing segment to reflect the economics of the integration of these segments. 5 The Company operates primarily in three geographic areas: the Americas, Europe and Asia Pacific.
Removed
For reportable segment and geographic area information for each of the last three fiscal years, see “ Note 15 - Business Segment and Geographic Area Information ” in the Notes to Consolidated Financial Statements included herein under “Item 8.
Removed
The Company provides a wide range of innovative, paperboard packaging solutions for the following end-use markets: • Food, including dry foods and food ingredients, frozen, refrigerated, and microwavable prepared foods, and desserts; • Beverage, including beer, seltzer, soft drinks, energy drinks, teas, water and juices; • Foodservice, including cups and containers for food and drinks for quick-service restaurants and other food service providers; • Household products, including cleaning products, tissues products, home air filters and pet care products; and • Health and beauty products.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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These types of disruptions, whether caused by climate change or other events, could materially adversely affect our earnings, depending upon the duration of the disruption and our ability to shift business to other facilities or find other sources of materials or energy.
These types of disruptions, whether caused by climate change or other events, could materially adversely affect our earnings, depending upon the duration and magnitude of the disruption and our ability to shift business to other facilities or find other sources of materials or energy.
Increases in the costs of raw materials, including secondary fiber, petroleum-based materials, energy, wood, transportation and other necessary goods and services, could have an adverse effect on the Company's financial results.
Increases in the costs of raw materials, including secondary fiber, petroleum-based materials, energy, wood, transportation, electricity and other necessary goods and services, could have an adverse effect on the Company's financial results.
The Company's ability to maintain or expand its business depends on our ability to attract, develop and retain a skilled workforce at all levels within our organization, including production employees and key managers. Changing demographics and workforce trends may result in a loss of knowledge and skills as experienced workers retire or resign.
The Company's ability to maintain or expand its business depends on our ability to attract, develop and retain a skilled workforce at all levels within our organization, including production employees, professionals, leaders and key managers. Changing demographics and workforce trends may result in a loss of knowledge and skills as experienced workers retire or resign.
The Company is tracking and taking actions to reduce our GHG and other air and water emissions to decrease the potential future impact of these regulatory matters. However, the Company cannot currently assess the impact that future emission standards, climate control initiatives, regulation changes and enforcement practices will have on the Company's operations and capital expenditure requirements.
The Company is tracking and taking actions to reduce our GHG and other air and water emissions to decrease the potential future impact of these regulatory matters. However, the Company cannot currently assess the impact that future emission standards, climate control initiatives, regulation changes and enforcement practices will have on the Company's operations and capital spending requirements.
The Company uses productivity improvements and other initiatives to reduce costs, offset inflation and maintain adequate raw material supplies. These actions include global continuous improvement initiatives that use best-in-class industry methodologies and statistical process control to help design and manage many types of activities, including planning, procurement, production and maintenance.
The Company uses productivity improvements and other initiatives to reduce costs, offset inflation and maintain adequate raw material supplies. These actions include global continuous improvement initiatives that use best practice industry methodologies and statistical process control to help design and manage many types of activities, including planning, procurement, production and maintenance.
The failure to attract and retain sufficient skilled workers may result in operational inefficiencies or require additional capital investments to reduce reliance on labor, which may adversely impact the Company's results.
The failure to attract and retain sufficient skilled workers may result in operational inefficiencies or require additional capital investments and increased costs to reduce reliance on labor, which may adversely impact the Company's results.
If these trends continue and the Company is unable to adapt to them, then the Company’s financial results could be adversely affected. Operational Risks The Company’s information technology systems could suffer interruptions, failures, unauthorized access, or breaches and our business operations could be disrupted, adversely affecting results of operations and the Company’s reputation.
If these trends continue and the Company is unable to adapt to them, then the Company's financial results could be adversely affected. 10 Table of Contents Operational Risks The Company's information technology systems could suffer interruptions, failures, unauthorized access, or breaches and our business operations could be disrupted, adversely affecting results of operations and the Company's reputation.
Customer and consumer preferences are constantly changing based on, among other factors, the economy, convenience, cost and health considerations, as well as environmental, social concerns and perceptions, such as pressure to reduce packaging waste by switching to reusable containers versus single-use packaging options.
Customer and consumer preferences are constantly changing based on, among other factors, the economy, convenience, cost and health considerations, changes in dietary recommendations, as well as environmental, social concerns and perceptions, such as pressure to reduce packaging waste by switching to reusable containers versus single-use packaging options.
Although the Company takes appropriate measures to minimize the risk and effect of material disruptions to the business conducted at our facilities, natural disasters such as hurricanes, tornadoes, heat waves, freezing events, floods, droughts, fire and other extreme weather events, (all of which may be exacerbated by climate change), and our employees' inability to get to our facilities as a result of such events, as well as other unexpected disruptions such as the unavailability of critical raw materials, power outages, and equipment breakdowns or failures can reduce production and increase manufacturing costs.
Although the Company takes appropriate measures to minimize the risk and effect of material disruptions to the business conducted at our facilities, natural disasters such as hurricanes, tornadoes, heat waves, freezing events, floods, droughts, fire and other extreme weather events, (all of which may be exacerbated by climate change), and our employees' inability to get to our facilities as a result of such events, as well as other unexpected disruptions such as disruptions related to our ability to obtain and renew appropriate environmental contracts and permits, the unavailability of critical raw materials, power outages, and equipment breakdowns or failures can reduce production and increase manufacturing costs.
Additionally, the Company's Fifth Amended and Restated Credit Agreement (as amended, the “Current Credit Agreement”) and the indentures governing the 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 and 3.75% Senior Notes due 2030 and 6.375% Senior Notes due 2032 (the “Indentures”), limit the Company's ability to incur additional indebtedness.
Additionally, the Company's Fifth Amended and Restated Credit Agreement (as amended, the "Current Credit Agreement") and the indentures governing the 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% Senior Notes due 2032 (the "Indentures"), limit the Company's ability to incur additional indebtedness.
The debt obligations and restrictions may also leave the Company more vulnerable to a downturn in general economic conditions or its business, or unable to carry out capital expenditures that are necessary or important to its growth strategy and productivity improvement programs.
The debt obligations and restrictions may also leave the Company more vulnerable to a downturn in general economic conditions or its business, or unable to carry out capital spending that is necessary or important to its growth strategy and productivity improvement programs.
The inability to develop new or better products that satisfy customer and consumer preferences for packaging that is more functional and more convenient in a timely manner may impact the Company's competitive position.
The inability to develop, in a timely manner, new or better products that satisfy customer and consumer preferences for packaging that is more functional and more convenient and comply with evolving regulations may impact the Company's competitive position.
Because of the Company's debt level, a portion of its cash flows from operations is dedicated to payments on indebtedness and the Company's ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be restricted in the future.
As a result of the Company's debt level, a portion of its cash flows from operations is dedicated to payments on indebtedness and the Company's ability to obtain additional financing for working capital, capital spending, acquisitions or general corporate purposes may be restricted in the future.
The Company may incur higher costs to hire and retain new workers due to changes to the size of skilled labor pools and increased demand for skilled workers by other manufacturing industries.
The Company may incur higher costs to hire and retain new and existing workers due to changes to the Company's needs relative to the size of skilled labor pools and increased demand for skilled workers by other manufacturing industries.
As a result of events, such as pandemics or other global health emergencies and widespread military and geopolitical conflicts and other social and political unrest in Eastern Europe, Africa and the Middle East, there could be unpredictable disruptions to the Company’s operations that could limit production, reduce future revenues and negatively impact the Company’s financial condition.
As a result of events, such as pandemics or other global health emergencies and widespread military and geopolitical conflicts and other social and political unrest, there could be unpredictable disruptions to the Company's operations that could limit production, reduce future revenues and negatively impact the Company's financial condition.
If the Company is unable to prevent prolonged interruptions of the Company's operations at any of its' facilities due to slowdowns, strikes or other work interruptions, the Company may experience a negative impact to its' financial results. The Company may face a shortage of skilled workers and key management personnel.
If the Company is unable to prevent prolonged interruptions of the Company's operations at any of its facilities due to slowdowns, strikes or other work interruptions, the Company may experience a negative impact to its financial results and customer relationships. 11 Table of Contents The Company may face a shortage of skilled workers and key management personnel.
If the Company is unable to realize desired benefits from its acquisitions, the Company may be required to spend additional time or money on integration efforts that would otherwise have been spent on the development and expansion of its core business.
If the Company is unable to realize desired benefits from its acquisitions, the Company may be required to spend additional time or money on integration efforts that would otherwise have been spent on the development and expansion of its core business. The Company may decide to close or sell certain facilities or businesses to optimize its portfolio of operations.
These laws and regulations, particularly those that relate to GHG emissions, supply chain due diligence, and reporting on sustainability-related matters, are evolving and expected to become more stringent over time, which could result in significant additional compliance costs (such as the installation or modification of emission control equipment), increased costs of purchased energy or other raw materials, increased transportation costs, restrictions on our operations, or costs associated with air and water emissions.
These laws and regulations, as well as the permits governing discharges to air and water at many of our facilities, particularly those that relate to emissions, supply chain due diligence, and reporting on sustainability-related matters, are evolving and expected to become more stringent over time, which could result in significant additional compliance costs, increased costs of purchased energy or other raw materials, increased transportation costs, restrictions on our operations, or other costs associated with air and water emissions, including fines for any non-compliance.
The Company's ability to successfully integrate the acquired businesses, including obtaining anticipated cost savings or synergies and expected operating results within a reasonable period of time, is an important factor in the Company's future performance.
The Company has made a significant number of acquisitions throughout its history and expects to make additional acquisitions in the future. The Company's ability to successfully integrate the acquired businesses, including obtaining anticipated cost savings or synergies and expected operating results within a reasonable period of time, is an important factor in the Company's future performance.
Moreover, with no unifying standards for both U.S. and international data privacy laws and regulations, the Company could incur additional compliance cost in order to comply with the large number of data privacy laws and regulations, which could result in a negative impact to the Company’s results of operations.
Moreover, with no unifying standards for both U.S. and international data privacy laws and regulations, the Company could incur additional compliance cost in order to comply with the large number of data privacy laws and regulations, which could result in a negative impact to the Company's results of operations. 13 Table of Contents Financial Risks The Company's indebtedness may adversely affect its financial condition and its ability to react to changes in its business.
Any future significant compromise or breach of data security, whether external or internal, or misuse of customer, employee, supplier or Company data, could result in significant costs, interrupted operations, lost sales, fines, lawsuits, and damage to the Company's reputation.
To date, the Company has experienced no material impact on our business or operations from these types of attacks or events. Any future significant compromise or breach of data security, whether external or internal, or misuse of customer, employee, supplier or Company data, could result in significant costs, interrupted operations, lost sales, fines, lawsuits and damage to the Company's reputation.
The Company's ability to execute on these projects in order to achieve planned outcomes, including obtaining expected returns and strategic long-term goals within a reasonable period of time, is an important factor in the Company's financial results and commitments. As these investments start up, the Company may experience unanticipated business disruptions and not achieve the desired benefits or timelines.
The Company's ability to execute on these projects in order to achieve planned outcomes, including completing the projects on time and within budget and obtaining expected returns and strategic long-term goals within a reasonable period of time, is an important factor in the Company's financial results and commitments.
The Company must comply with a wide variety of environmental, health and safety laws and regulations, including those governing GHG emissions and other discharges to air, soil and water and the management, treatment and disposal of hazardous substances, the investigation and remediation of contamination resulting from releases of hazardous substances, waste disposal, recycling of packaging, extended producer responsibilities, labor and human rights, and the health and safety of employees.
GHG emissions, and their product lifecycle; impacts of discharges to air, soil and water; the management, treatment and disposal of hazardous substances; the investigation and remediation of contamination resulting from releases of hazardous substances; waste disposal; recycling of packaging; extended producer responsibilities; labor and human rights and the health and safety of employees.
The Company has been, and likely will continue to be, subject to computer hacking, acts of vandalism or theft, malware, ransomware, computer viruses or other malicious codes, phishing, employee error or malfeasance or other cyber-attack. To date, the Company has experienced no material impact on our business or operations from these types of attacks or events.
The Company has been, and likely will continue to be, subject to computer hacking, acts of vandalism or theft, malware, ransomware, computer viruses or other malicious codes, phishing, malicious use of artificial intelligence for sophisticated attacks, employee error or malfeasance or other cyber-attack.
These systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, computer viruses or cyber-based attacks. 11 The Company has contingency plans in place to prevent or mitigate the impact of these events, however, if they are not effective on a timely basis, business interruptions could occur which may adversely impact results of operations.
The Company has contingency plans in place to prevent or mitigate the impact of these events, however, if they are not effective on a timely basis, business interruptions could occur which may adversely impact results of operations.
In addition, these events may result in extreme volatility and disruptions in the capital and credit markets as well as widespread furloughs and layoffs for workers in the broader economy.
In addition, these events may result in extreme volatility and disruptions in the capital and credit markets as well as widespread furloughs and layoffs for workers in the broader economy. This volatility and loss of employment as well as general economic downturns may negatively impact consumer buying habits, which could adversely affect the Company's financial results.
For 2024, before intercompany eliminations, net sales from operations outside of the U.S. represented approximately 30% of the Company’s net sales. The Company’s revenues from foreign sales fluctuate with changes in foreign currency exchange rates. In addition, at December 31, 2024, approximately 26% of the Company's total assets were denominated in currencies other than the U.S. dollar.
The Company's revenues from foreign sales fluctuate with changes in foreign currency exchange rates. In addition, at December 31, 2025, approximately 27% of the Company's total assets were denominated in currencies other than the U.S. dollar. The Company pursues a currency hedging program in order to reduce a portion of the impact of foreign currency exchange fluctuations on financial results.
In addition, the Company's acquisitions may require more capital than expected to achieve synergies or expected operating results. Additional spending and unachieved benefits may adversely affect the Company's cash flow and results of operations. Also, the Company may not achieve or make satisfactory progress on its Vision 2030 goals, thereby harming its reputation with customers, investors and other stakeholders.
As these investments start up, the Company may experience unanticipated business disruptions and not achieve the desired benefits or timelines. In addition, the Company's acquisitions may require more capital than expected to achieve synergies or expected operating results. Additional spending and unachieved benefits may adversely affect the Company's cash flow and results of operations.
As of December 31, 2024, approximately 36% of the Company’s debt is subject to variable rates of interest and exposes the Company to increased debt service obligations in the event of increased market interest rates. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 14
As of December 31, 2025, approximately 28% of the Company's debt is subject to variable rates of interest and exposes the Company to increased debt service obligations in the event of increased market interest rates. A write-down of goodwill may adversely affect the Company’s operating results. The Company had goodwill of $2,065 million as of December 31, 2025.
The Company’s information technology systems, some of which are dependent on services provided by third parties, serve an important role in the operation of the business.
The Company's information technology systems, some of which are dependent on services provided by third parties, serve an important role in the operation of the business. These systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, computer viruses or cyber-based attacks.
Further, others may develop technologies that are similar or superior to the Company's technologies, duplicate its technologies or design around its patents, and steps taken by the Company to protect its technologies may not prevent misappropriation of such technologies. 13 Legal and Regulatory Risks The Company is subject to a broad range of foreign, federal, state, and local laws and regulations, including environmental, health and safety, sustainability, data privacy, labor and employment, corruption, tax, supply chain, human rights and healthcare, and costs to comply with such laws and regulations, or any liability or obligation imposed under new laws or regulations, could negatively impact its financial condition and results of operations.
Legal and Regulatory Risks The Company is subject to a broad range of foreign, federal, state and local laws and regulations, including environmental, health and safety, sustainability, data privacy, labor and employment, corruption, tax, supply chain, human rights and healthcare.
Financial Risks The Company's indebtedness may adversely affect its financial condition and its ability to react to changes in its business. The Company had an aggregate principal amount of $5,209 million of outstanding debt as of December 31, 2024.
The Company had an aggregate principal amount of $5,592 million of outstanding debt as of December 31, 2025.
This volatility and loss of employment may negatively impact consumer buying habits, which could adversely affect the Company’s financial results. 12 The Company is subject to the risks of doing business in foreign countries. The Company has packaging facilities and one paperboard manufacturing facility in 20 countries outside of the U.S. and sells its products worldwide.
The Company is subject to the risks of doing business in foreign countries. The Company has manufacturing facilities in over 20 countries outside of the U.S. and sells its products worldwide. For 2025, before intercompany eliminations, net sales from operations outside of the U.S. represented approximately 31% of the Company's net sales.
Removed
The Company pursues a currency hedging program in order to reduce a portion of the impact of foreign currency exchange fluctuations on financial results.
Added
Also, the Company may not achieve or make satisfactory progress on its Vision 2030 goals, thereby harming its reputation with customers, investors and other stakeholders. Additionally, the Company may fail to identify, prioritize or effectively execute digital and/or artificial intelligence ("AI") transformation initiatives across its operations or may fail to capitalize on opportunities arising from increasing demand for smart products.
Removed
The Company could be adversely impacted if the Company is unable to successfully integrate acquired businesses. The Company has made a significant number of acquisitions throughout its history and expects to make additional acquisitions in the future.
Added
Inadequate implementation of digital and data programs, or failure to identify or prioritize emerging digital and/or AI initiatives, could place the Company at a competitive disadvantage with respect to speed to market, smart product offerings, manufacturing capacity and service levels.
Added
Any such deficiencies could have a material adverse effect on our business, financial condition, results of operations or future prospects. 12 Table of Contents The Company could be adversely impacted if the Company is unable to successfully integrate acquired businesses, or unable to make changes to optimize our business portfolio.
Added
Such actions could result in disruptions to operations, customer service issues, reduced revenue or unanticipated costs. Any delay, difficulty, or failure in executing such changes could adversely affect the Company’s financial condition and business performance.
Added
Further, others may develop technologies that are similar or superior to the Company's technologies, duplicate its technologies or design around its patents, and steps taken by the Company to protect its technologies may not prevent misappropriation of such technologies.
Added
Costs to comply with such laws and regulations, or any liability or obligation imposed under new laws or regulations, could negatively impact its financial condition and results of operations. The Company must comply with a wide variety of laws and regulations, including but not limited to those governing environmental matters.
Added
The Company evaluates goodwill for impairment annually, as well as whenever events or changes in circumstances suggest that the fair value of a reporting unit may no longer exceed its carrying amount.
Added
In determining fair value, management considers a number of factors in developing our forecasts of future cash flows, including but not limited to, projections of revenues and EBITDA margins, changes in working capital, capital expenditures and discount rates, and market data and analysis, including EBITDA exit multiples. Fair value determinations are sensitive to changes in the factors described above.
Added
There are inherent uncertainties related to these factors and judgments used to estimate the reporting unit fair value and the related analysis of potential goodwill impairment. Additionally, the assumptions used could also be adversely impacted by the other risks discussed in Item 1A.
Added
Risk Factors and thus could result in future goodwill impairment charges, which could adversely affect our results of operations, financial condition, and the trading price of our shares.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Company uses a number of other internal and external resources to manage its information technology (“IT”) and cybersecurity operations across the Company, including global managed service providers that provide 24/7 support for all of the Company’s key IT systems and consultants who are engaged periodically to assist with the Company’s evaluation of its systems and processes for preventing and mitigating cybersecurity incidents.
The Company uses a number of other internal and external resources to manage its information technology ("IT") and cybersecurity operations across the Company, including global managed service providers that provide 24/7 support for all of the Company's key IT systems and consultants who are engaged periodically to assist with the Company's evaluation of its systems and processes for preventing and mitigating cybersecurity incidents.
Working with the CIO and the Vice President, Information Security, the Audit Committee periodically reviews the strategy, priorities, and goals of the cybersecurity program and the CIO and Vice President, Information Security, provide regular updates to the Audit Committee. 15
Working with the CIO and the Vice President, Information Security, the Audit Committee periodically reviews the strategy, priorities, and goals of the cybersecurity program and the CIO and Vice President, Information Security, provide regular updates to the Audit Committee.
ITEM 1C. CYBERSECURITY The Company has cybersecurity incident response policies and procedures for identifying, assessing, and managing material risks arising from cybersecurity incidents, including those arising from third-party service providers. Our cybersecurity program is based on components of the National Institute of Standards and Technology's (“NIST”) Cybersecurity Framework.
Item 1C. Cybersecurity The Company has cybersecurity incident response policies and procedures for identifying, assessing and managing material risks arising from cybersecurity incidents, including those arising from third-party service providers. The Company's cybersecurity program is based on components of the National Institute of Standards and Technology's Cybersecurity Framework.
The Company’s Vice President, Information Security, who has 19 years of experience in information security, including 8 years as a Chief Information Security Officer ("CISO"), and holds a post-graduate degree in a related field of study and is a Certified Information Systems Security Professional ("CISSP"), is primarily responsible for managing and assessing cybersecurity risks.
The Company's Vice President, Information Security, who has 20 years of experience in information security, including nine years as a Chief Information Security Officer, and holds a post-graduate degree in a related field of study and is a Certified Information Systems Security Professional, is primarily responsible for managing cybersecurity risks.
The Incident Response Plan also outlines the procedures that the Company then follows for evaluation and recovery from an incident, including containment of the affected systems, in order to restore our systems to normal operations. To date, the Company has not had a cybersecurity event that materially impacted its operations, financial position or the security of its proprietary data.
The Incident Response Plan also outlines the procedures that the Company then follows for evaluation and recovery from an incident, including containment of the affected systems, in order to restore systems to normal operations.
Cybersecurity incidents that are deemed Priority 1 (described in the Incident Response Plan as those incidents affecting key operational and financial systems), are reported to certain members of the Company’s Executive Leadership Team including the Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Information Officer (“CIO”) for assessment of the materiality of the incident, which will be made using both quantitative and qualitative analysis to determine an incident’s immediate and reasonably likely future impacts.
To date, the Company has not had a cybersecurity event that materially impacted its operations, financial position or the security of its proprietary data. 14 Table of Contents Cybersecurity incidents that are deemed Priority 1 include incidents affecting key operational and financial systems which are reported to certain members of the Company's Executive Leadership Team including the Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Information Officer ("CIO") for assessment of the materiality of the incident, which is made using both quantitative and qualitative analysis to determine an incident's immediate and reasonably likely future impacts.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES Headquarters The Company leases its principal executive offices in Atlanta, Georgia. Operating Facilities A listing of the principal properties owned or leased and operated by the Company is set forth below. The Company’s buildings are adequate and suitable for the business of the Company and have sufficient capacity to meet current requirements.
Item 2. Properties Headquarters The Company leases its principal executive offices in Atlanta, Georgia. Operating Facilities A listing of the principal properties owned or leased and operated by the Company as of December 31, 2025 is set forth below. The Company's buildings are adequate and suitable for the business of the Company and have sufficient capacity to meet current requirements.
Paul, MN Charlotte, NC (a) Kingston Springs, TN North Portland, OR Staunton, VA Chicago, IL Lancaster, TX Omaha, NE Stone Mountain, GA (b) Clarksville, TN Lawrenceburg, TN Oroville, CA (b) Sturgis, MI Cobourg, Ontario (b) Lebanon, TN (b) Pacific, MO Tijuana, Mexico (b) Elgin, IL Lowell, MA (a) Perry, GA Tuscaloosa, AL Elk Grove, IL (b)(c) Lumberton, NC Pineville, NC Valley Forge, PA Fort Smith, AR (c) Marietta, GA Pittston, PA Vancouver, WA (b) Gordonsville, TN (b) Marion, OH Prosperity, SC Visalia, CA Grand Rapids, MI (a) Memphis, TN (e) Querétaro, Mexico (b) Wausau, WI Gresham, OR (b) Mississauga, Ontario (b) Randleman, NC (a) Wayne, NJ Groveport, OH (b) Mitchell, SD Shelbyville, IL West Monroe, LA (a)(c) Hamel, MN Monroe, LA (b) Sioux Falls, SD (b)(c) Winnipeg, Manitoba Irvine, CA Monterrey, Mexico (b) Solon, OH Winston Salem, NC Kalamazoo, MI International Packaging Facilities: Aachen, Germany Frankfurt, Germany (b) Kanfanar, Croatia Portlaoise, Ireland (b) Auckland, New Zealand (b) Gateshead, United Kingdom (b) Krakow, Poland Poznan, Poland Augsburg, Germany Graz, Austria Leeds, United Kingdom Requejada, Spain Bardon, United Kingdom Halmstad, Sweden (a) Lund, Sweden (b)(c) Rotherham, United Kingdom (b) Bawen, Indonesia Hannover, Germany Magdeburg, Germany (b) Sneek, Netherlands Bekasi, Indonesia Highbridge, United Kingdom (b) Maliaño, Spain St.
Paul, MN Centralia, IL Kenton, OH North Portland, OR Staunton, VA Chicago, IL Kingston Springs, TN Omaha, NE Stone Mountain, GA (a) Clarksville, TN Lancaster, TX Oroville, CA Sturgis, MI Cobourg, Ontario (a) Lawrenceburg, TN Pacific, MO Tijuana, Mexico (a) Elgin, IL Lebanon, TN (a) Perry, GA Tuscaloosa, AL Elk Grove, IL (a)(b) Lumberton, NC Pineville, NC Valley Forge, PA Fort Smith, AR (b) Marietta, GA Pittston, PA Vancouver, WA (a) Gordonsville, TN Marion, OH Prosperity, SC Visalia, CA Gresham, OR (a) Mississauga, Ontario (a) Querétaro, Mexico (a) Wausau, WI Groveport, OH (a) Mitchell, SD Shelbyville, IL Wayne, NJ Hamel, MN Monroe, LA (a) Sioux Falls, SD (a)(b) West Monroe, LA Irvine, CA Monterrey, Mexico (a) Solon, OH Winnipeg, Manitoba Kalamazoo, MI New Albany, IN St.-Hyacinthe, Québec (a) Winston Salem, NC International Packaging Facilities: Aachen, Germany Graz, Austria Leeds, UK Requejada, Spain Auckland, New Zealand (a) Halmstad, Sweden (a) Lund, Sweden (a)(b) Rotherham, UK (a) Augsburg, Germany Hannover, Germany Magdeburg, Germany (a) Sneek, Netherlands Bardon, UK Highbridge, UK (a) Maliaño, Spain St.
Location Related Products or Use of Facility Paperboard Manufacturing Facilities: Augusta, GA (a) Bleached paperboard East Angus, Québec Recycled paperboard Kalamazoo, MI Recycled paperboard Macon, GA Unbleached paperboard Middletown, OH Recycled paperboard Texarkana, TX Bleached paperboard West Monroe, LA Unbleached paperboard, Research and Development Other: Atlanta, GA (b) Headquarters, Research and Development, Packaging Machinery and Design Clemson, SC (b) Research and Development Concord, NH (b) Research and Development, Design Center Crosby, MN Packaging Machinery Engineering, Design and Manufacturing Louisville, CO (b) Research and Development Menomonee Falls, WI Foodservice Rebuild Center (a) Sold during the second quarter of 2024.
Location Related Products or Use of Facility Paperboard Manufacturing Facilities: Kalamazoo, MI Recycled paperboard Macon, GA Unbleached paperboard Texarkana, TX Bleached paperboard Waco, TX Recycled paperboard West Monroe, LA Unbleached paperboard, Research and Development Other: Atlanta, GA (a) Headquarters, Research and Development, Packaging Machinery and Design Clemson, SC (a) Research and Development Concord, NH (a) Research and Development, Design Center Crosby, MN Packaging Machinery Engineering, Design and Manufacturing Louisville, CO (a) Research and Development Menomonee Falls, WI Foodservice Rebuild Center (a) Leased facility. 15 Table of Contents North American Packaging Facilities: Carol Stream, IL Kendallville, IN Newton, IA St.
Gallen, Switzerland (b) Berlin, Germany Hoogerheide, Netherlands Masnières, France (b) Sydney, Australia (b) Bremen, Germany Ibadan, Nigeria Melbourne, Australia (b) Tabasalu, Estonia Bristol, United Kingdom (a)(d) Igualada, Spain Munich, Germany (b) Tibro, Sweden Cambridge, United Kingdom (b) Ingerois, Finland (b) Newcastle Upon Tyne, United Kingdom (b) Winsford, United Kingdom (b) Cholet, France (b) Jundiai, Sao Paulo, Brazil Perth, Australia (a) Closed facility during 2024 and classified as held-for-sale.
Gallen, Switzerland (a) Bawen, Indonesia Hoogerheide, Netherlands Masnières, France (a) Sydney, Australia (a) Berlin, Germany Ibadan, Nigeria Melbourne, Australia (a) Tabasalu, Estonia Bristol, UK (a) Igualada, Spain Munich, Germany (a) Tibro, Sweden Cambridge, UK (a) Ingerois, Finland (a) Newcastle Upon Tyne, UK (a) Winsford, UK (a) Cholet, France (a) Jundiai, Sao Paulo, Brazil Perth, Australia Frankfurt, Germany (a) Kanfanar, Croatia Portlaoise, Ireland (a) Gateshead, UK (a) Krakow, Poland Poznan, Poland (a) Leased facility.
Removed
(b) Leased facility. 16 North American Packaging Facilities: Carol Stream, IL Kendallville, IN New Albany, IN (a)(c) St.-Hyacinthe, Québec (b) Centralia, IL Kenton, OH Newton, IA St.
Removed
(b) Leased facility. (c) Multiple facilities in this location. (d) Multiple facilities in this location, which includes a leased facility and an owned facility. (e) Sold in the fourth quarter of 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Although the timing and outcome of these lawsuits cannot be predicted with certainty, the Company does not believe that disposition of these lawsuits will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
Although the timing and outcome of these lawsuits cannot be predicted with certainty, the Company does not believe that disposition of these lawsuits will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. See Note 14. Environmental and Legal Matters in the Notes to Consolidated Financial Statements for additional information.
Removed
See “ Note 14 - Environmental and Legal Matters ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.”

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 17 EXECUTIVE OFFICERS OF THE REGISTRANT Pursuant to General Instruction G.(3) of Form 10-K, the following list is included as an unnumbered item in Part I of this Report in lieu of being included in the definitive proxy statement that will be filed within 120 days after December 31, 2024. Michael P.
Item 4. Mine Safety Disclosures Not Applicable. 16 Table of Contents Executive Officers of the Registrant Pursuant to General Instruction G.(3) of Form 10-K, the following list is included as an unnumbered item in Part I of this Report in lieu of being included in the definitive proxy statement that will be filed within 120 days after December 31, 2025.
Prior to this she was Vice President and Chief Human Resources Officer at Gypsum Management and Supply, following her role as Vice President of Human Resources at Assurant. Ms. Spence is a seasoned human resources executive, having also spent time at BellSouth/AT&T and The Coca-Cola Company. Lauren S.
Elizabeth Spence , 46, joined Graphic Packaging Holding Company in April 2022, as Executive Vice President, Human Resources. Prior to this she was Chief Human Resources Officer at Gypsum Management and Supply, following her role as Vice President of Human Resources at Assurant. Ms.
Tashma had various roles with Fortune Brands, Inc., including Vice President and Associate General Counsel. Joseph P. Yost , 57, is the Executive Vice President and President, International of Graphic Packaging Holding Company. Prior to March 31, 2022, he served as Executive Vice President and President, Americas. Prior to January 5, 2017, Mr.
Yost , 58, is the Executive Vice President and President, Americas, of Graphic Packaging Holding Company. Prior to May 2025, Mr. Yost served as Executive Vice President and President, International since January 2022, following his role as Executive Vice President and President, Americas from January 2017 to January 2022. Prior to 2017, Mr.
Removed
Doss , 58, is the President and Chief Executive Officer of Graphic Packaging Holding Company. He was elected to the Board of Directors on May 20, 2015. Prior to January 1, 2016, Mr.
Added
Robbert Rietbroek , 52, is the President and Chief Executive Officer of Graphic Packaging Holding Company. Mr. Rietbroek brings a distinguished record of delivering strategic value creation and more than 25 years of global leadership experience across some of the world’s largest consumer products companies.
Removed
Doss held the position of President and Chief Operating Officer from May 20, 2015 through December 31, 2015 and Chief Operating Officer from January 1, 2014 until May 19, 2015. Prior to these positions he served as the Executive Vice President, Commercial Operations of Graphic Packaging Holding Company. Prior to this Mr.
Added
Prior to joining Graphic Packaging, he served as inaugural Chief Executive Officer and Director of Primo Brands Corporation, a publicly traded, leading North American branded bottled water company. Before serving as CEO of Primo Brands, Mr. Rietbroek was Chief Executive Officer at Primo Water Corporation, a publicly traded provider of sustainable drinking water solutions.
Removed
Doss held the position of Senior Vice President, Consumer Packaging Division. Prior to March 2008, he had served as Senior Vice President, Consumer Products Packaging of Graphic Packaging Corporation since September 2006. From July 2000 until September 2006, he was the Vice President of Operations, Universal Packaging Division. Mr.
Added
He led Primo Water’s transformative merger with BlueTriton Brands, Inc., forming the combined entity Primo Brands in November 2024. Prior to that, he served as Senior Vice President and General Manager of Quaker Foods North America, a division of PepsiCo, where he oversaw end-to-end operations and P&L, directing brand management, operational excellence and strategic growth initiatives.
Removed
Doss was Director of Web Systems for the Universal Packaging Division prior to his promotion to Vice President of Operations. Since joining Graphic Packaging International Corporation in 1990, Mr. Doss has held positions of increasing management responsibility, including Plant Manager at the Gordonsville, TN and Wausau, WI plants. Mr.
Added
He also served as Senior Vice President and General Manager for PepsiCo Australia and New Zealand. His extensive global tenure also encompasses leadership positions at Kimberly-Clark, where he led Global Baby and Child Care, and Kimberly-Clark Australia & New Zealand. Mr.
Removed
Doss serves on the Board of Directors for the American Forest & Paper Association, the Sustainable Forest Initiative, the Paper Recycling Coalition, the Atlanta Area Council of the Boy Scouts of America, Metro Atlanta Chamber of Commerce, the Woodruff Art Center, American Bird Conservancy and Regal Rexnord Corporation (RRX). Stephen R.
Added
Rietbroek started his career at Procter & Gamble, where he worked for 15 years and served in a variety of positions driving strategic initiatives and brand development across Europe, South America and the United States. He has a master’s degree from Maastricht University in The Netherlands.
Removed
Scherger , 60, is the Executive Vice President and Chief Financial Officer of Graphic Packaging Holding Company. From October 1, 2014 through December 31, 2014, Mr. Scherger was the Senior Vice President – Finance. From April 2012 through September 2014, Mr. Scherger served as Senior Vice President, Consumer Packaging Division. Mr.
Added
Scott Fallan , 48, oversees international operations and guides continued business growth as Senior Vice President and President, International, of Graphic Packaging Holding Company. Shortly before this, he successfully led the international beverage business as General Manager, uniting teams across regions, integrating recent acquisitions and deepening customer partnerships. Before joining Graphic Packaging, Mr.
Removed
Scherger joined Graphic Packaging Holding Company in April of 2012 from MeadWestvaco Corporation, where he served as President, Beverage and Consumer Electronics. Mr.
Added
Fallan spent nearly 15 years at DS Smith, progressing through roles from Operations Director to Divisional Managing Director, Site General Manager, Head of Operations, and finally Cluster Director. His industry track record of success began at International Paper, where he led as Continuous Improvement Manager, Shift Manager, Logistics/Supply Chain Manager and later as Operations Manager/General Manager. Mr.
Removed
Scherger was with MeadWestvaco Corporation from 1986 to 2012 and held positions including Vice President, Corporate Strategy; Vice President and General Manager, Beverage Packaging; Vice President and Chief Financial Officer, Papers Group, Vice President Asia Pacific and Latin America, Beverage Packaging, Chief Financial Officer Beverage Packaging and other executive‐level positions.
Added
Fallan holds an MBA from Manchester Metropolitan University Business School. Scott LeBeau , 55, is Executive Vice President of Paperboard Manufacturing at Graphic Packaging Holding Company. Mr. LeBeau has 15 years of proven operational excellence at the Company, where he led the startup of both the K2 expansion in Kalamazoo, Michigan, and the recycled paperboard manufacturing facility in Waco, Texas.
Removed
Maggie Bidlingmaier , 54, joined Graphic Packaging Holding Company as the Executive Vice President and President, Americas business unit on January 28, 2022. Maggie was most recently President, Performance Solutions for Invista, a subsidiary of Koch Industries, Inc., where she led numerous multimillion-dollar global businesses within the flooring, apparel and airbag fiber segments.
Added
Prior to his current role, Mr. LeBeau led Paperboard Manufacturing as Senior Vice President after his tenure as Vice President of Recycled Mills. He started his career at the Company as Mill Manager at Kalamazoo and Middletown, Ohio, facilities. Mr. LeBeau’s 30-year pulp and paper experience also includes Vice President and General Manager of a Containerboard Mill for Forest Resources.
Removed
Prior to that, she was Vice President, Surfaces at Invista, following a successful career with Avery Dennison in global sales and marketing roles of increasing responsibility. Michael Farrell , 58, became the Executive Vice President, Mills Division of Graphic Packaging Holding Company in September 2018.
Added
Prior to that, Mr. LeBeau held positions of increasing responsibility for The Newark Group. Charles D. Lischer , 57, is the Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer of Graphic Packaging Holding Company. Mr.
Removed
Prior to that, he served as the Senior Vice President, Supply Chain from January to September 2018. Prior to January 2018, Mr. Farrell served as Vice President, Recycled Board Mills of Graphic Packaging International, Inc. and its predecessor companies from January 1, 2013; and Senior Manufacturing Manager of Graphic Packaging International, Inc. from October 28, 2009 until December 31, 2012.
Added
Lischer has been Senior Vice President, Chief Accounting Officer since 2019, and during that time also held the positions of Senior Vice President, Finance – Americas from 2022 to 2023 and Senior Vice President, Finance – International in 2025. He was named Interim Chief Financial Officer in November 2025.
Removed
From December 11, 2008 until October 27, 2009, Mr. Farrell was the Manufacturing Manager of the West Monroe, Louisiana mill and from September 1, 2006 until December 10, 2008 he was the General Manager of the Middletown, Ohio mill. Elizabeth Spence, 45 , is the Executive Vice President, Human Resources. She joined the Company on April 4, 2022.
Added
Prior to joining the Company, he served as Senior Vice President, Finance and Chief Accounting Officer for Teradata Corporation. Prior to joining Teradata, Mr.
Removed
Tashma , 58, is the Executive Vice President, General Counsel and Secretary of Graphic Packaging Holding Company. She joined the Company in February 2014. Previously, Ms. Tashma served as Senior Vice President, General Counsel and Secretary of Fortune Brands Home & Security, Inc., where she led the legal, compliance and EHS functions. Prior to that, Ms.
Added
Lischer held various positions in finance and accounting at The Coca-Cola Company, including Vice President of Finance, North America Brands, and at Coca-Cola Enterprises, including Vice President of Finance, European Group and Vice President, Controller and Chief Accounting Officer. Prior to working in the Coca-Cola system, Mr.
Removed
Yost served as Senior Vice President, Global Beverage and Europe from September 1, 2015 to January 4, 2017, Senior Vice President, Europe from March 1, 2014 to August 31, 2015 and Senior Vice President, European Chief Integration Officer/Chief Financial Officer from February 2013 until February 2014. From 2009 until February 2013, Mr.
Added
Lischer held various roles with Deloitte, most recently serving as a National Office Partner. Nikhil Narvekar , 53, is the Senior Vice President and Chief Information Officer at Graphic Packaging Holding Company.
Removed
Yost was the Senior Vice President, Supply Chain of Graphic Packaging Holding Company. From 2006 to 2009, he served as Vice President, Operations Support – Consumer Packaging for Graphic Packaging International, Inc. Mr.
Added
Prior to January 1, 2026, he served as the Vice President of Infrastructure, Operations and Architecture from July 2020 to December 2025, and as the Senior Director of Global Infrastructure from February 2016 to June 2020.
Removed
Yost has also served in the following positions: Director, Finance and Centralized Services from 2003 to 2006 with Graphic Packaging International, Inc. and from 2000 to 2003 with Graphic Packaging Corporation; Manager, Operations Planning and Analysis – Consumer Products Division from 1999 to 2000 with Graphic Packaging Corporation; and other management positions from 1997 to 1999 with Fort James Corporation. 18 PART II
Added
In addition to his global role, he also served as the IT leader for Graphic Packaging’s European business unit from November 2021 to March 2023. Before joining Graphic Packaging, Mr. Narvekar held senior leadership roles of increasing responsibility from 2009 to 2016 at AGCO Corporation. Prior to AGCO, Mr.
Added
Narvekar was with AT&T (BellSouth) from 2002 to 2008 and with Global Crossing from 1997 to 2002. He also worked for Syntel Software Pvt. Ltd. from 1994 to 1996. Mr. Narvekar serves on the Board of Directors for Inspiredu, a nonprofit dedicated to expanding access to technology and digital literacy in underserved communities.
Added
Spence is a seasoned human resources executive, having also spent time at The Coca-Cola Company and AT&T. Ms. Spence earned a Bachelor of Science and Master of Education from Vanderbilt University as well as an MBA from Georgia State University’s Robinson College of Business. Joseph P.
Added
Yost served as Senior Vice President, Global Beverage and Europe, and in numerous other management positions with the Company and its subsidiaries and predecessors from 1997 through August 2015. 17 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Container & Packaging Index. The graph assumes $100 invested on December 31, 2019 in GPHC’s common stock and each of the indices.
The graph assumes $100 invested on December 31, 2020 in GPHC's common stock and each of the indices.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES GPHC’s common stock is traded on the New York Stock Exchange under the symbol “GPK.” On February 11, 2025, there were 869 stockholders of record and approximately 150,000 beneficial holders of GPHC's common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders The Company's common stock is traded on the New York Stock Exchange under the symbol "GPK." As of February 27, 2026, there were 838 stockholders of record and approximately 100,000 beneficial holders of the Company's common stock.
On July 27, 2023, the Company's Board of Directors authorized an additional share repurchase program to allow the Company to purchase up to $500 million of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the “2023 share repurchase program”).
Purchases of Equity Securities by the Issuer On April 30, 2025, the Company's Board of Directors authorized an additional share repurchase program to allow the Company to purchase up to $1.5 billion of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the "2025 share repurchase program").
Share repurchases are reflected as a reduction of common stock for the par value of the shares, with any excess of share repurchase price over par value allocated between capital in excess of par value and retained earnings.
At December 31, 2025, the Company had $1.715 billion available for additional repurchases under the 2025 and 2023 share repurchase programs. Share repurchases are reflected as a reduction of common stock for the par value of the shares, with any excess of share repurchase price over par value allocated between capital in excess of par value and retained earnings.
The following presents the Company's share repurchases for the years ended December 31, 2024, 2023, and 2022: Amount repurchased in millions, except share and per share amounts Amount Repurchased Number of Shares Repurchased Average Price per Share 2024 (a)(b) $ 200 7,243,734 $ 27.61 2023 $ 54 2,389,224 $ 22.80 2022 $ 28 1,315,839 $ 20.91 (a) Including $65 million shares repurchased under the 2019 share repurchase program, which completed that program.
The following presents the Company's share repurchases for the years ended December 31, 2025, 2024 and 2023: Amount repurchased in millions, except share and per share amounts Amount Repurchased Number of Shares Repurchased Average Price per Share 2025 (a) $ 150 6,765,249 $ 22.17 2024 (a)(b) $ 200 7,243,734 $ 27.61 2023 $ 54 2,389,224 $ 22.80 (a) Excluding $1 million and $2 million of excise taxes incurred in 2025 and 2024, respectively.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Graphic Packaging Holding Company $ 100.00 $ 103.95 $ 121.60 $ 140.89 $ 158.66 $ 177.28 S&P 500 Stock Index 100.00 118.40 152.39 124.79 157.59 197.02 Dow Jones U.S.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Graphic Packaging Holding Company $ 100.00 $ 116.98 $ 135.54 $ 152.63 $ 170.55 $ 96.66 S&P 500 Stock Index 100.00 128.71 105.40 133.10 166.40 196.16 Dow Jones U.S.
The previous $500 million share repurchase program was authorized January 28, 2019 (the “2019 share repurchase program”) and was completed in May 2024. At December 31, 2024, the Company had $365 million available for additional repurchases under the 2023 share repurchase program.
The previous $500 million share repurchase program was authorized July 27, 2023 (the "2023 share repurchase program"), in addition to the $500 million share repurchase program that was authorized January 28, 2019 (the "2019 share repurchase program"), which was completed in May 2024.
Though the decision to distribute cash dividends rests solely with the Board of Directors, the Company presently intends to maintain a quarterly cash dividend, subject to earnings and liquidity considerations. 2024 On August 14, 2024 the Company drew $300 million from the senior secured domestic revolving credit facilities and used the proceeds to redeem its 4.125% Senior Notes due in 2024.
Dividends During 2025, 2024 and 2023, Graphic Packaging Holding Company ("GPHC" and, together with its subsidiaries, the "Company") paid cash dividends of $128 million, $122 million and $123 million, respectively. Though the decision to distribute cash dividends rests solely with the Board of Directors, the Company presently intends to maintain a quarterly cash dividend, subject to earnings and liquidity considerations.
Container & Packaging Index 100.00 121.14 134.41 110.49 118.91 136.68 ITEM 6. [RESERVED] 21
Container & Packaging Index 100.00 110.96 91.21 98.16 112.83 99.86 Item 6. [Reserved] 19 Table of Contents
The Third Amendment also modified the borrowing mechanics for certain term Secured Overnight Financing Rate (“SOFR”) loans under the domestic revolving line of credit. 20 Total Return to Stockholders The following graph compares the total returns (assuming reinvestment of dividends) of the common stock of Graphic Packaging Holding Company, the Standard & Poor’s (“S&P”) 500 Stock Index and the Dow Jones (“DJ”) U.S.
(b) Includes $65 million shares repurchased under the 2019 share repurchase program, thereby completing that program. 18 Table of Contents Total Return to Stockholders The following graph compares the total returns (assuming reinvestment of dividends) of the common stock of GPHC, the Standard & Poor's ("S&P") 500 Stock Index and the Dow Jones U.S. Container & Packaging Index.
Removed
(b) Excluding $2 million of excise taxes incurred in 2024. During 2024, 2023 and 2022, GPHC paid cash dividends of $122 million, $123 million and $92 million, respectively.
Added
Securities Authorized for Issuance Under Equity Compensation Plans For information regarding the securities authorized for issuance under the Company's equity compensation plans, refer to Note 7. Stock Incentive Plans in the Notes to Consolidated Financial Statements.
Removed
On June 3, 2024, Graphic Packaging International, LLC (“GPIL”), a Delaware limited liability company and a direct subsidiary of Graphic Packaging International Partners, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company entered into a Fifth Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) to extend the maturity date of certain of its Senior Secured Term Loan Facilities and Senior Secured Revolving Credit Facilities and to amend certain other terms of the agreement including revised debt covenants.
Removed
However, there were no changes to the maximum Consolidated Total Leverage Ratio and the minimum Consolidated Interest Expense Ratio covenants. Under the terms of the agreement, $1,425 million and €200 million of the Company’s Senior Secured Term Loan Facilities remain outstanding.
Removed
The Company added $50 million to its Senior Secured Revolving Credit Facilities. $500 million (A-1) of the Senior Secured Term Loan Facilities and all of the Senior Secured Revolving Credit Facility loans continue to bear interest at a floating rate per annum ranging from SOFR plus 1.35% to SOFR plus 2.10%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and the maturity for these loans were extended from April 1, 2026 to June 1, 2029. $425 million (A-2) of the Senior Secured Term Loan Facilities continue to bear interest at a fixed rate per annum equal to 2.67% and mature on their originally scheduled maturity date of January 14, 2028. $250 million (A-3) of the Senior Secured Term Loan Facilities continue to bear interest at a floating rate per annum ranging from SOFR plus 1.60% to SOFR plus 2.35%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and mature on their originally scheduled maturity date of July 22, 2028. $250 million of the Senior Secured Term Loan Facilities continue to bear interest at a floating rate per annum ranging from SOFR plus 1.725% to SOFR plus 2.35%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and mature on their originally scheduled maturity date of June 1, 2029. €200 million of the Senior Secured Term Loan Facilities continues to bear interest at a floating rate per annum ranging from SOFR plus 1.225% to SOFR plus 1.85%, determined using a pricing grid based upon the Company’s consolidated total leverage ratio from time to time, and the maturity for these loans was extended from April 1, 2026 to June 1, 2029. 19 On May 13, 2024, GPIL completed a private offering of $500 million aggregate principal amount of its 6.375% senior unsecured notes due 2032 (the “Senior Notes”).
Removed
The net proceeds were used by the Company to repay a portion of the outstanding borrowings under its domestic revolving credit facility under its senior secured credit facility and to pay fees and expenses incurred in connection with the offering of the Senior Notes.
Removed
On April 15, 2024, the Company drew $400 million from the senior secured domestic revolving credit facilities and used the proceeds, together with cash on hand, to redeem its 0.821% Senior Notes due in 2024.
Removed
On March 22, 2024, GPIL entered into an Incremental Facility Amendment to the Fourth Amended and Restated Credit Agreement for $250 million of new incremental term loans (the “New Incremental Term Facilities”).
Removed
The New Incremental Term Facilities consist of a $50 million Incremental Term A-5 Facility (the “Incremental A-5 Loans”) and a $200 million Incremental Term A-6 Facility (the “Incremental Term A-6 Loans”). The New Incremental Term Facilities are senior secured term loans and mature on June 1, 2029.
Removed
The Incremental Term A-5 and A-6 Loans bear interest at a floating rate ranging from SOFR plus 1.725% to SOFR plus 2.35%, determined using a pricing grid based upon GPIL’s Consolidated Leverage Ratio.
Removed
As long as the Incremental Term A-2, A-3, A-5 and A-6 Loans are outstanding, GPIL will be eligible to receive an annual patronage credit from the participating lender banks, which will be paid in cash and stock in the lead member bank.
Removed
Patronage payable each year is variable and based on the individual financial performance of each of the member banks then participating in the loan.
Removed
The Incremental Term A-5 and A-6 Facilities are governed by the same covenants as are set forth in the Fourth Amended and Restated Credit Agreement and are secured by a first priority lien and security interest in certain assets of GPIL. 2023 On February 7, 2023, GPIL entered into Amendment No. 3 to the Fourth Amended and Restated Credit Agreement (the “Third Amendment”).
Removed
The Third Amendment provides for a future replacement floating interest rate benchmark (the Canadian Overnight Repo Rate Average) to take effect upon the cessation of the Canadian Dollar Offered Rate for Canadian Dollar borrowings under the domestic revolving credit facility.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Removed
ITEM 6. [RESERVED] 21 ITEM 7 . MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 21 ITEM 7 A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 33 ITEM 8 . FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 34 ITEM 9 . CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 78 ITEM 9 A .
Added
Item 6. [Reserved] 19 I tem 7 . M anageme nt's D iscussion and A naly sis of F inancial C ondition and R esu lts of O perations 19 I tem 7 A. Q uantitative and Qualitative Disclos ure s About Market Risk 31 I tem 8 .
Removed
CONTROLS AND PROCEDURES 78 ITEM 9 B. OTHER INFORMATION 78
Added
F inancial Statement s and Suppl e mentary Data 33 I tem 9 . C hanges in and Disagreements with Account ants on Accounting and Financial Disclosure 80 I tem 9 A . C ontrols and Procedures 80 I tem 9 B. O ther Information 81

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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 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.
In addition, liquidity includes the ability to obtain appropriate debt and equity financing and to convert into cash those assets that are no longer required to meet existing strategic and financial objectives.
In addition, liquidity includes the ability to obtain appropriate debt and equity financing and to convert those assets that are no longer required to meet existing strategic and financial objectives into cash.
Amounts due to the Company’s suppliers that elected to participate in the SFP program are included in Accounts Payable on the Company’s Consolidated Balance Sheets and payments made under the SFP program are reflected in Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows.
Amounts due to the Company's suppliers that elected to participate in the SFP are included in Accounts Payable on the Company's Consolidated Balance Sheets and payments made under the SFP are reflected in Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows.
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.
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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION This management’s discussion and analysis of financial conditions and results of operations is intended to assist you in understanding the Company’s past performance, financial condition and prospects.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation Introduction This management's discussion and analysis of financial conditions and results of operations is intended to assist you in understanding the Company's past performance, financial condition and prospects.
The Company competes with a wide range of packaging companies whose primary raw materials are paperboard, plastic, multi-layer laminates, shrink film, paper, corrugated board, bio-based materials and other packaging materials. While circularity and sustainability are increasingly important to customers purchase decisions, the Company also competes on the basis of product innovation, price, and execution capabilities.
The Company competes with a wide range of packaging companies whose primary raw materials are paperboard, plastic, multi-layer laminates, shrink film, paper, corrugated board, bio-based materials and other packaging materials. While circularity and sustainability are increasingly important to customers' purchase decisions, the Company also competes on the basis of product innovation, price and execution capabilities.
With this focus, the Company plays an active role in support of the move to a more circular economy and a sustainable future for generations to come. Graphic Packaging’s commitment to reducing the environmental impact of everyday consumer packaging is fundamental to our strategy, our goals, and to our business purpose.
With this focus, the Company plays an active role in support of the move to a more circular economy and a sustainable future for generations to come. Graphic Packaging's commitment to reducing the environmental impact of everyday consumer packaging is fundamental to the Company's strategy, goals and business purpose.
The effective tax rate for 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 tax benefits of $16 million related to U.S. federal, state and foreign income tax credits, including purchased tax credits.
The effective tax rate for 2024 was different from the statutory rate primarily due to the write off of non-deductible book goodwill associated with the Augusta divestiture as well as tax benefits of $16 million related to U.S. federal, state and foreign income tax credits, including purchased tax credits.
OVERVIEW OF BUSINESS Graphic Packaging is a leading global provider of consumer goods packaging made from renewable or recycled materials. The Company designs and manufactures sustainable packaging solutions including cartons, multipack cartons, trays, carriers, paperboard canisters, and cups and bowls, made primarily from unbleached paperboard, recycled paperboard, and bleached paperboard.
Overview of Business Graphic Packaging is a leading global provider of consumer goods packaging made from renewable or recycled materials. The Company designs and manufactures sustainable packaging solutions including cartons, multipack cartons, trays, carriers and paperboard canisters, as well as cups and bowls, made primarily from recycled paperboard, unbleached paperboard and bleached paperboard.
The Company currently manufactures most of the paperboard it consumes in the Americas and purchases from third parties the majority of the paperboard it consumes in its Europe Paperboard Packaging operations. Graphic Packaging works closely with its customers to understand their needs and goals and to create new and innovative designs customized to their specific needs.
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. Graphic Packaging works closely with its customers to understand their needs and goals and to create new and innovative designs customized to their specific needs.
Paperboard used in its packaging solutions comes from wood fiber, a renewable resource, and from secondary (reused) fiber. Graphic Packaging’s consumer packaging is designed to be recycled, and the Company works across the value chain to make it easier for people to recycle.
Paperboard used in its packaging solutions comes from wood fiber, a renewable resource, and from recovered (reused) fiber. Graphic Packaging's consumer packaging is designed to be recycled, and the Company works across the value chain to make it easier for people to recycle.
In addition, the Company provided deferred income taxes for future Canadian withholding tax to the extent of excess cash available for distribution after consideration of working capital needs and other debt settlement of its Canadian subsidiary, Graphic Packaging International Canada, ULC.
In addition, the Company provides deferred income taxes for future Canadian withholding tax to the extent of excess cash available for distribution after consideration of working capital needs and other debt settlement of its Canadian subsidiary, Graphic Packaging International Canada, ULC.
The Company offers one of the most comprehensive ranges of packaging design, manufacture, and execution capabilities available. Graphic Packaging manufactures a significant amount of the paperboard that it uses to produce packaging solutions, mainly 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 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 has significant operations in countries that use the Euro, British pound sterling, Swedish krona, Polish zloty, the Australian dollar, the Canadian dollar, the Mexico peso or the Japanese yen as their functional currencies.
The Company has significant operations in countries that use the Euro, British pound sterling, Swedish krona, Polish zloty, the Australian dollar, the Canadian dollar, the Mexican peso or the Japanese yen as their functional currencies.
The Company pursues a currency hedging program in order to reduce the impact of foreign currency exchange fluctuations on financial results. See “Financial Instruments” below. Financial Instruments The Company pursues a currency hedging program which utilizes derivatives to reduce the impact of foreign currency exchange fluctuations on its consolidated financial results.
The Company pursues a currency hedging program in order to reduce the impact of foreign currency exchange fluctuations on financial results. See Financial Instruments below. Financial Instruments The Company pursues a currency hedging program which utilizes derivatives to reduce the impact of foreign currency exchange fluctuations on its consolidated financial results.
As of December 31, 2024, the Company's credit was rated BB+ by Standard & Poor's and Ba1 by Moody's Investor Services. Standard & Poor's and Moody's Investor Services' ratings on the Company included a stable outlook.
As of December 31, 2025, the Company's credit was rated BB+ by Standard & Poor's and Ba1 by Moody's Investor Services. Standard & Poor's and Moody's Investor Services' ratings on the Company included a stable outlook.
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. We cannot predict with any certainty the impact that rising interest rates, a global or regional recession, or higher inflation may have on our customers or suppliers.
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.
Receivables sold under all programs subject to continuing involvement, which consists principally of collection services, were approximately $778 million and $770 million as of December 31, 2024 and 2023, respectively. 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.
Receivables sold under all programs subject to continuing involvement, which consists principally of collection services, were $814 million and $778 million as of December 31, 2025 and 2024, respectively. 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.
The Company serves a wide variety of consumer markets, from food and beverage, to foodservice, household products, beauty and heath care. We produce 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 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 20 countries around the world, serving customers and brands ranging from local to multinational consumer products companies and retailers.
Current year financing activities included a debt drawing of the new incremental term facilities which consist of a $50 million Incremental Term A-5 Facility (the “Incremental A-5 Loan”), a $200 million Incremental Term A-6 Facility (the “Incremental Term A-6 Loan”), an offering of $500 million aggregate principal amount of 6.375% Senior Unsecured Notes due 2032.
Prior year financing activities included a debt drawing of the new incremental term facilities which consist of a $50 million Incremental Term A-5 Facility, a $200 million Incremental Term A-6 Facility, an offering of $500 million aggregate principal amount of 6.375% Senior Unsecured Notes due 2032.
The effect of changes in the U.S. dollar exchange rate against these currencies produced a net currency translation adjustment loss of $149 million, which was recorded in Other Comprehensive Income (Loss) for the year ended December 31, 2024. The magnitude and direction of this adjustment in the future depends on the relationship of the U.S. dollar to other currencies.
The effect of changes in the U.S. dollar exchange rate against these currencies produced a net currency translation adjustment gain of $196 million, which was recorded in Other Comprehensive Income (Loss) for the year ended December 31, 2025. The magnitude and direction of this adjustment in the future depends on the relationship of the U.S. dollar to other currencies.
Principal and interest payments under the term loan facilities and the revolving credit facilities, together with principal and interest payments on the Company's 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% Senior Notes due 2032 (the “Notes”), represent liquidity requirements for the Company.
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% Senior Notes due 2032 (the "Notes"), represent liquidity requirements for the Company.
For 2024, before intercompany eliminations, net sales from operations outside of the U.S. represented approximately 30% of the Company’s net sales. The Company’s revenues from export sales fluctuate with changes in foreign currency exchange rates. In addition, at December 31, 2024, approximately 26% of the Company's total assets were denominated in currencies other than the U.S. dollar.
For 2025, before intercompany eliminations, net sales from operations outside of the U.S. represented approximately 31% of the Company's net sales. The Company's revenues from export sales fluctuate with changes in foreign currency exchange rates. In addition, at December 31, 2025, approximately 27% of the Company's total assets were denominated in currencies other than the U.S. dollar.
Therefore, the summarized financial information below is presented on a combined basis, consisting of the Issuer and Subsidiary Guarantors (collectively, the “Obligor Group”), and is presented after the elimination of: (i) intercompany transactions and balances among the Issuer and Subsidiary Guarantors, and (ii) equity in earnings from and investments in the Nonguarantor Subsidiaries.
The summarized financial information below is presented on a combined basis, consisting of the Issuer (GPIL) and Subsidiary Guarantors, and is presented after the elimination of: (i) intercompany transactions and balances among the Issuer and Subsidiary Guarantors, and (ii) equity in earnings from and investments in the Nonguarantor Subsidiaries.
Current Assets within the Consolidated Balance Sheet include $15 million relating to multiple packaging facilities that met the held for sale criteria as of December 31, 2024. • In January 2023, the Company completed the acquisition of Tama Paperboard, LLC (“Tama”), a recycled paperboard manufacturing facility located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million.
Current Assets on the Consolidated Balance Sheet include $8 million and $15 million relating to multiple paperboard manufacturing and packaging facilities that met the held for sale criteria as of December 31, 2025 and 2024, respectively. • In January 2023, the Company completed the acquisition of Tama Paperboard, LLC ("Tama"), a recycled paperboard manufacturing facility located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million.
Bell is reported within the Americas Paperboard Packaging reportable segment. • During the third quarter of 2023, the Company decided to discontinue the project in Texarkana to modify an existing paperboard machine to add swing capacity between bleached and unbleached paperboard in order to focus growth investments in the strategic expansion of recycled paperboard capacity. • During the third quarter of 2023, the Company announced its decision to permanently decommission the K3 recycled paperboard machine in Kalamazoo, Michigan as part of its recycled paperboard network optimization plan that the Company initiated in 2019. • During 2022, the Company began the process of divesting its interest in its two packaging facilities in Russia (the “Russian Operations”).
Bell is reported within the Americas Paperboard Packaging reportable segment. • During the third quarter of 2023, the Company decided to discontinue the project in Texarkana to modify an existing paperboard machine to add swing capacity between bleached and unbleached paperboard in order to focus growth investments in the strategic expansion of recycled paperboard capacity. • During the third quarter of 2023, the Company announced its decision to permanently decommission the K3 recycled paperboard machine in Kalamazoo, Michigan as part of its recycled paperboard network optimization plan that the Company initiated in 2019.
The following table summarizes the activity under these programs for the year ended December 31, 2024 and 2023, respectively: Year Ended December 31, In millions 2024 2023 Receivables Sold and Derecognized $ 3,572 $ 3,696 Proceeds Collected on Behalf of Financial Institutions 3,562 3,646 Net Proceeds Received from Financial Institutions 15 28 Deferred Purchase Price at December 31 (a) 5 1 Pledged Receivables at December 31 131 150 (a) Included in Other Current Assets on the Consolidated Balance Sheets and represents a beneficial interest in the receivables sold to the financial institutions, which is a Level 3 fair value measure.
The following table summarizes the activity under these programs for the years ended December 31, 2025 and 2024: Year Ended December 31, In millions 2025 2024 Receivables Sold and Derecognized $ 3,606 $ 3,572 Proceeds Collected on Behalf of Financial Institutions 3,572 3,562 Net Proceeds Received from Financial Institutions 24 15 Deferred Purchase Price at December 31 (a) 1 5 Pledged Receivables at December 31 121 131 (a) Included in Other Current Assets on the Consolidated Balance Sheets and represents a beneficial interest in the receivables sold to the financial institutions, which is a Level 3 fair value measure.
The agreement with the financial intermediary does not require the Company to provide assets pledged as security or other forms of guarantees for the supplier finance 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.
The Company also paid dividends of $122 million and withheld $25 million of restricted stock units to satisfy tax withholding obligations related to the payout of restricted stock units. In the prior year the Company made borrowings under revolving credit facilities primarily for capital spending, repurchase of common stock of $54 million, and payments on debt of $26 million.
Other prior year activities include borrowings under revolving credit facilities primarily for capital spending, repurchase of common stock of $200 million and payments on debt of $23 million. The Company also paid dividends of $122 million and withheld $25 million of restricted stock units to satisfy tax withholding obligations related to the payout of restricted stock units.
A detailed discussion of the fiscal 2024 year-over-year changes can be found below and a detailed discussion of fiscal 2023 year-over-year changes can be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
A detailed discussion of fiscal 2025 year-over-year changes can be found below and a detailed discussion of fiscal 2024 year-over-year changes can be found in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
As of December 31, 2024, the Company has provided for deferred U.S. income taxes attributable to future withholding tax expense related to the Company's equity investment in the joint venture, Rengo Riverwood Packaging, Ltd.
As of December 31, 2024, a total valuation allowance of $45 million was recorded. As of December 31, 2025, the Company has provided for deferred U.S. income taxes attributable to future withholding tax expense related to the Company's equity investment in the joint venture, Rengo Riverwood Packaging, Ltd.
Periodically, the Company may perform a qualitative impairment analysis of goodwill associated with each of its reporting units to determine if it is more likely than not that the carrying value of a reporting unit exceeded its fair value.
As of October 1, 2025, the Company had five reporting units, four of which had goodwill. The Company may perform a qualitative impairment analysis of goodwill associated with each of its reporting units to determine if it is more likely than not that the carrying value of a reporting unit exceeded its fair value.
The quantitative analysis involves calculating the fair value of each reporting unit by utilizing a discounted cash flow analysis based on the Company’s business plans, discounted using a weighted average cost of capital and market indicators of terminal year cash flows based upon a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).
The estimated fair value of each reporting unit is determined by utilizing a cash flow analysis based on the Company's forecasts, discounted using a weighted-average cost of capital and market indicators of terminal year cash flows based upon a multiple of earnings before interest, taxes, depreciation and amortization ("EBITDA").
At December 31, 2024, the Company was in compliance with such covenant and the ratio was 2.81 to 1.00. The Company must also comply with a minimum Consolidated Interest Expense Ratio of 3.00 to 1.00. At December 31, 2024, the Company was in compliance with such covenant and the ratio was 7.31 to 1.00.
At December 31, 2025, the Company was in compliance with such covenant and the ratio was 3.63 to 1.00. The Company must also comply with a minimum Consolidated Interest Expense Ratio of 3.00 to 1.00. At December 31, 2025, the Company was in compliance with such covenant and the ratio was 6.33 to 1.00.
The Company has elected to recognize global intangible low-taxed income (“GILTI”) as a period cost as incurred, therefore there are no deferred taxes recognized for basis differences that are expected to impact the amount of the GILTI inclusion upon reversal.
The Company has elected to recognize global intangible low-taxed income ("GILTI") as a period cost as incurred, therefore there are no deferred taxes recognized for basis differences that are expected to impact the amount of the GILTI inclusion upon reversal. New Accounting Standards For a discussion of recent accounting pronouncements impacting the Company, see Note 1.
(b) Includes accelerated depreciation related to exit activities in 2024 and 2023. See “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for further information. (c) Includes expenses related to business combinations, exit activities and other special items.
(b) Includes accelerated depreciation related to exit activities in 2025, 2024 and 2023. See Note 18. Exit Activities in the Notes to Consolidated Financial Statements for further information. (c) Includes expenses related to business combinations, exit activities and other special items in 2025, 2024 and 2023. See Note 1.
The Company had capital spending of $1,203 million ($1,256 million was capitalized of which $1,169 million was for adding capacity and improving process capabilities, $22 million for capital spares and $34 million for manufacturing packaging machinery) and $804 million ($894 million was capitalized) in 2024 and 2023, respectively.
The Company had capital spending of $922 million ($803 million was capitalized of which $737 million was for adding capacity and improving process capabilities, $32 million for capital spares and $34 million for manufacturing packaging machinery) and $1,203 million ($1,256 million was capitalized) in 2025 and 2024, respectively.
Measurement of the impairment loss, if any, is based on the fair value of the asset, which is determined by an income, cost or market approach. 31 Deferred Income Taxes and Potential Assessments According to the Income Taxes topic of the FASB Codification, a valuation allowance is required to be established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized.
Deferred Income Taxes and Potential Assessments According to the Income Taxes topic of the FASB Codification, a valuation allowance is required to be established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized.
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. 28 Accounts receivable are stated at the amount owed by the customer, net of an allowance for estimated uncollectible accounts, returns and allowances, and cash discounts.
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.
Cash Flows Years Ended December 31, In millions 2024 2023 Net Cash Provided by Operating Activities $ 840 $ 1,144 Net Cash Used in Investing Activities (342) (1,025) Net Cash Used in Financing Activities (489) (106) Net cash provided by operating activities in 2024 totaled $840 million, compared to $1,144 million in 2023.
Cash Flows Years Ended December 31, In millions 2025 2024 Net Cash Provided by Operating Activities $ 841 $ 840 Net Cash Used in Investing Activities (732) (342) Net Cash Used in Financing Activities (18) (489) Net cash provided by operating activities in 2025 totaled $841 million, compared to $840 million in 2024.
Additionally, we are 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 our business. 22 Acquisitions and Dispositions • On May 1, 2024, the Company completed the sale of its Augusta, Georgia bleached paperboard manufacturing facility (the “Augusta Divestiture”) to Clearwater Paper Corporation for a total consideration of $711 million. • During 2024, the Company decided to close multiple packaging facilities by the end of 2024 and early 2025.
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. 20 Table of Contents Acquisitions and Dispositions • In May 2025, the Company closed its Middletown, Ohio, recycled paperboard manufacturing facility. • In December 2025, the Company closed its East Angus, Québec, recycled paperboard manufacturing facility. • In May 2024, the Company completed the sale of its Augusta, Georgia bleached paperboard manufacturing facility (the "Augusta Divestiture") to Clearwater Paper Corporation for a total consideration of $711 million. • During 2024 and 2023, the Company decided to close multiple packaging facilities.
For further discussion of the Company’s environmental matters, see “ Note 14 - Environmental and Legal Matters ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.” International Operations The Company has packaging facilities and one paperboard manufacturing facility in 20 countries outside of the U.S. and sells its products worldwide.
For further discussion of the Company's environmental matters, see Note 14. Environmental and Legal Matters in the Notes to Consolidated Financial Statements. 27 Table of Contents International Operations The Company has packaging facilities in 20 countries outside of the U.S. and sells its products worldwide.
The Company does not have any other off-balance sheet arrangements. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of financial statements in conformity with U.S.
Debt in the Notes to Consolidated Financial Statements. The Company does not have any other off-balance sheet arrangements. Critical Accounting Judgment and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S.
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 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for additional information).
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 18. Exit Activities in the Notes to Consolidated Financial Statements for additional information) and by the weather and power issues in 2024 that did not recur in 2025.
The assumptions used in the goodwill impairment testing process could also be adversely impacted by certain of the risks discussed in “Item 1A., Risk Factors” and thus could result in future goodwill impairment charges. The Company performed its annual goodwill impairment tests as of October 1, 2024.
The assumptions used in the goodwill impairment testing process could also be adversely impacted by certain of the risks discussed in Item 1A. Risk Factors and thus could result in future goodwill impairment charges.
The Company also on August 14, 2024 drew $300 million from the senior secured domestic revolving credit facilities and used the proceeds to redeem its 4.125% Senior Notes due in 2024.
The Company also drew $300 million from the senior secured domestic revolving credit facilities on August 14, 2024 and used the proceeds to redeem its 4.125% Senior Notes due in 2024. For further discussion of the Company's newly acquired debt and redemptions, see Note 5. Debt in the Notes to Consolidated Financial Statements.
RESULTS OF OPERATIONS Year Ended December 31, In millions 2024 2023 2022 Net Sales $ 8,807 $ 9,428 $ 9,440 Income from Operations 1,119 1,174 906 Nonoperating Pension and Postretirement Benefit (Expense) Income (3) (3) 7 Interest Expense, Net (230) (239) (197) Income before Income Taxes and Equity Income of Unconsolidated Entity 886 932 716 Income Tax Expense (229) (210) (194) Income before Equity Income of Unconsolidated Entity 657 722 522 Equity Income of Unconsolidated Entity 1 1 — Net Income $ 658 $ 723 $ 522 23 2024 COMPARED WITH 2023 Net Sales The components of the change in Net Sales are as follows: Year Ended December 31, Variances In millions 2023 Price/ Volume/ Mix M&A Foreign Exchange 2024 Decrease Percent Change Consolidated $ 9,428 $ (349) $ (248) $ (24) $ 8,807 $ (621) (6.6) % The Company's Net Sales in 2024 decreased by $621 million or 6.6%, to $8,807 million from $9,428 million for the same period in 2023, due to the Augusta divestiture and reduced open market paperboard volumes and pricing of bleached paperboard, lower packaging volumes, pricing declines, including pass through of lower input costs in Europe, the divestiture of our two packaging facilities in Russia in 2023 ($92 million) and unfavorable foreign currency exchange ($24 million), partially offset by the acquisition of Bell in September 2023 ($118 million).
Results of Operations Year Ended December 31, In millions 2025 2024 2023 Net Sales $ 8,617 $ 8,807 $ 9,428 Income from Operations 804 1,119 1,174 Nonoperating Pension and Postretirement Benefit Expense (2) (3) (3) Interest Expense, Net (220) (230) (239) Income before Income Taxes and Equity Income of Unconsolidated Entity 582 886 932 Income Tax Expense (139) (229) (210) Income before Equity Income of Unconsolidated Entity 443 657 722 Equity Income of Unconsolidated Entity 1 1 1 Net Income $ 444 $ 658 $ 723 21 Table of Contents 2025 Compared to 2024 Net Sales The components of the change in Net Sales are as follows: Year Ended December 31, Variances In millions 2024 Price/ Volume/ Mix M&A Exchange 2025 Decrease Percent Change Consolidated 8,807 $ (103) $ (144) $ 57 $ 8,617 (190) (2) % The Company's Net Sales in 2025 decreased by $190 million or (2)%, to $8,617 million from $8,807 million for the same period in 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 $57 million.
Innovation sales growth was $205 million driven by conversions to our sustainable consumer packaging solutions. Lower packaging sales in food, household, and health and beauty markets were partially offset by higher packaging sales in foodservice and beverage markets.
Packaging volumes were flat. Innovation sales growth was $213 million, driven by conversions to the Company's sustainable consumer packaging solutions. There were higher packaging sales in the health and beauty market, while packaging sales in the food, beverage, foodservice and household markets were relatively flat.
Potential impairment of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. As of October 1, 2024, the Company had seven reporting units, five of which had goodwill.
The Company performed a quantitative impairment test as of October 1, 2025 for each of its reporting units. The impairment evaluation of goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the estimated fair value of the reporting unit.
Goodwill The Company evaluates goodwill for potential impairment annually as of October 1, as well as whenever events or changes in circumstances suggest that the fair value of a reporting unit may no longer exceed its carrying amount.
The critical judgments by management relate to future cash flows associated with impairment testing for goodwill and long-lived assets, and deferred income taxes. Goodwill The Company evaluates goodwill for impairment annually as of October 1, as well as whenever events or changes in circumstances suggest that the fair value of a reporting unit may no longer exceed its carrying amount.
The decrease was mainly due to a decrease in income from operations, an increase in payments for income taxes, and higher levels of working capital. Pension contributions in 2024 and 2023 were $12 million and $15 million, respectively. Net cash used in investing activities in 2024 totaled $342 million, compared to $1,025 million in 2023.
The increase was primarily due to a decrease in payments for income taxes, partially offset by the decrease in income from operations in 2025 as compared to 2024. Pension contributions in 2025 and 2024 were $11 million and $12 million, respectively. Net cash used in investing activities in 2025 totaled $732 million, compared to $342 million in 2024.
See “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for further information. (g) Includes gain from Augusta Divestiture in 2024.
Exit Activities in the Notes to Consolidated Financial Statements for further information. (f) Includes gain from Augusta Divestiture in 2024. See Note 19.
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. The results of operations, assets, and liabilities for GPHC and GPIL are substantially the same.
GPIL's remaining subsidiaries (the "Nonguarantor Subsidiaries") include all of GPIL's foreign subsidiaries, foreign subsidiary holding companies and immaterial domestic subsidiaries. The Subsidiary Guarantors are jointly and severally, fully and unconditionally liable under the guarantees.
The Company has not provided for deferred U.S. income taxes on outside basis differences of approximately $80 million in its other international subsidiaries because of the Company’s intention to indefinitely reinvest its earnings outside the U.S.
The Company determined that no deferred tax liability should be recorded related to the outside basis difference of its Canadian subsidiary as of December 31, 2025. The Company has not provided for deferred U.S. income taxes on outside basis differences in its other international subsidiaries because of the Company's intention to indefinitely reinvest its earnings outside the U.S.
In millions Twelve Months Ended December 31, 2024 SUMMARIZED STATEMENTS OF OPERATIONS Net Sales (a) $ 6,772 Cost of Sales 5,187 Income from Operations 996 Net Income 569 (a) Includes Net Sales to Nonguarantor Subsidiaries of $586 million.
In millions Year Ended December 31, 2025 Summarized Statements of Operations Net Sales (a) $ 6,572 Cost of Sales 5,309 Income from Operations 692 Net Income 357 (a) Includes Net Sales to Nonguarantor Subsidiaries of $631 million.
The accounting policies of the reportable segments are the same as those described in “ Note 1 - Nature of Business and Summary of Significant Accounting Policies ” in the Notes to Consolidated Financial Statements included herein under “Item 8.
The Company's CODM evaluates each segment based primarily on Income from Operations. The accounting policies of the reportable segments are the same as those described in Note 1. Nature of Business and Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.
Europe Paperboard Packaging includes paperboard packaging sold primarily to CPG companies serving the food, beverage and consumer product markets, including healthcare and beauty, primarily in Europe.
International Paperboard Packaging includes paperboard packaging sold primarily to CPG companies serving the food, beverage and consumer product markets, including healthcare and beauty, primarily in Europe. The Company allocates internally sourced paperboard margin and corporate costs to the reportable segments to appropriately represent the economics of these segments.
See “ Note 19 - Divestitures ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for further information. 25 2024 COMPARED WITH 2023 Americas Paperboard Packaging Net Sales decreased due to lower pricing and packaging volumes, partially offset by innovation sales growth driven by conversions to our sustainable consumer packaging solutions, and the acquisition of Bell in September 2023.
Divestitures in the Notes to Consolidated Financial Statements for further information. 23 Table of Contents 2025 Compared to 2024 Americas Paperboard Packaging 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 the Company's sustainable consumer packaging solutions.
In determining whether a valuation allowance is required, many factors are considered, including the specific taxing jurisdiction, the carryforward period, reversals of existing taxable temporary differences, cumulative pretax book earnings, income tax strategies and forecasted earnings for the entities in each jurisdiction.
In determining whether a valuation allowance is required, many factors are considered, including the specific taxing jurisdiction, the carryforward period, reversals of existing taxable temporary differences, cumulative pre-tax book earnings, income tax strategies and forecasted earnings for the entities in each jurisdiction. 29 Table of Contents As of December 31, 2025, the Company has a valuation allowance of $62 million against its net deferred tax assets in certain foreign jurisdictions and against domestic deferred tax assets related to certain federal and state tax credit carryforwards.
See “Item 7A., Quantitative and Qualitative Disclosure About Market Risk.” 30 Off-Balance Sheet Arrangements The Company had $30 million of standby letters of credit issued under a separate unsecured facility as of December 31, 2024 as disclosed in “ Note 5 - Debt ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.
The Company does not hold or issue financial instruments for trading purposes. See Item 7A, Quantitative and Qualitative Disclosure About Market Risk for additional information. Off-Balance Sheet Arrangements The Company had $38 million of standby letters of credit issued under a separate unsecured facility as of December 31, 2025 as disclosed in Note 5.
The Company allocates certain paperboard manufacturing and corporate costs to the reportable segments to appropriately represent the economics of these segments. The Corporate and Other caption, which does not meet the criteria of a reportable segment, includes the Pacific Rim and Australia operating segments and unallocated corporate and one-time costs.
The Corporate and Other caption, which does not meet the criteria of a reportable segment, includes the unallocated corporate costs and the Paperboard Manufacturing operating segment. The effect of intercompany transfers to the paperboard packaging segments has been eliminated from the Corporate and Other caption to reflect the economics of the integration of these segments.
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 our ongoing cash requirements for the foreseeable future, including at least the next twelve months.
The Company expects that these sources will be sufficient to fund its ongoing cash requirements for the foreseeable future, including at least the next twelve months.
For further discussion of the Company's Divestiture of the Augusta Paperboard Manufacturing Facility, see “ Note 19 - Divestitures ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data". Net cash receipts related to the accounts receivable securitization and sale programs were $152 million and $139 million in 2024 and 2023, respectively.
Exit Activities in the Notes to Consolidated Financial Statements. Net cash receipts related to the accounts receivable securitization and sale programs were $171 million and $152 million in 2025 and 2024, respectively. In the prior year the Company completed the Augusta Divestiture for total cash consideration of $711 million. For further discussion of the Augusta Divestiture, see Note 19.
The activity of the Company's outstanding obligations confirmed as valid under its SFP for the years ended December 31, 2024, and 2023, is as follows: Year Ended December 31, In millions 2024 2023 Confirmed Obligations Outstanding at the Beginning of the Year $ 30 $ 34 Invoices Confirmed During the Year 108 117 Confirmed Invoices Paid During the Year (108) (121) Confirmed Obligations Outstanding at the End of the Year $ 30 $ 30 Non-cash additions to Property, Plant and Equipment, Net included within Accounts Payable on the Company’s Consolidated Balance Sheets were $198 million, $145 million and $55 million as of December 31, 2024, 2023 and 2022, respectively. 29 Covenant Restrictions Covenants contained in the Current Credit Agreement and the Indentures may, among other things, limit the Company's ability to incur additional indebtedness, dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase shares, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indentures under which the Notes are issued, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates.
Covenant Restrictions Covenants contained in the Company's Fifth Amended and Restated Credit Agreement (the "Current Credit Agreement") and the Indentures may, among other things, limit the Company's ability to incur additional indebtedness, dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase shares, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indentures under which the Notes are issued, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates.
Income from Operations was also favorably impacted by a reduction in impairment charges related to the sale of our Russian operations in 2023 (refer to “ Note 19 - Divestitures ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for additional information), a reduction in accelerated depreciation related to the closures of several packaging and paperboard manufacturing facilities of $36 million, and a reduction in charges related to the discontinuation of the Texarkana swing capacity project (refer to “ Note 18 - Exit Activities ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for additional information).
Income from Operations was also favorably impacted by a reduction in accelerated depreciation of $9 million related to the closures of several packaging and paperboard manufacturing facilities (refer to Note 18. Exit Activities in the Notes to Consolidated Financial Statements for additional information), and by the weather and power issues in 2024 that did not recur in 2025.
See “ Note 19 - Divestitures ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for further information. (e) Includes accelerated depreciation related to exit activities in 2024.
Business Combinations, Exit Activities and Other Special Items, Net in the Notes to Consolidated Financial Statements for further information. (d) Includes impairment charges related to Russia in 2023. See Note 19. Divestitures in the Notes to Consolidated Financial Statements for further information. (e) Includes accelerated depreciation related to exit activities in 2024. See Note 18.
Production from these facilities has been consolidated into other existing packaging facilities. • On September 8, 2023, the Company completed the acquisition of Bell Incorporated (“Bell”), adding three packaging facilities in Sioux Falls, South Dakota and Groveport, Ohio for $262 million.
Tama is reported within Corporate and Other. Subsequently, in the second quarter of 2023, the Company closed this facility. • In September 2023, the Company completed the acquisition of Bell Incorporated ("Bell"), adding three packaging facilities in Sioux Falls, South Dakota and Groveport, Ohio for $262 million.
As of December 31, 2024 and 2023, the Company sold receivables of $1,104 million and $1,136 million, respectively, related to these arrangements. 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 fees associated with the sale of receivables for all programs were $57 million and $64 million as of December 31, 2025 and 2024, respectively, and are included in Other Expense, Net in the Consolidated Statements of Operations. 26 Table of Contents 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.
Transfers under these agreements meet the requirements to be accounted for as sales in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”). The loss on sale is not material and is included in Other Expense, Net in the Consolidated Statements of Operations.
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 Consolidated Balance Sheets at the time of sale.
Excluding those items, the negative impact of lower pricing and lower packaging volumes, non-commodity (primarily labor and benefits) cost inflation and foreign currency exchange, were offset by performance, including cost savings from continuous improvement and other programs, and productivity improvements, including benefits from capital projects, innovation sales growth, favorable commodity deflation (primarily external board and energy, partially offset by secondary fiber and byproducts) and the acquisition of Bell in September 2023.
Income from Operations decreased due to lower pricing and commodity inflation and other inflation (primarily labor and benefits), partially 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.
Equity Income of Unconsolidated Entity Equity Income of Unconsolidated Entity was less than $1 million in both 2024 and 2023 and is related to the Company’s equity investment in the Rengo Riverwood Packaging, Ltd. joint venture. 24 Segment Reporting The Company has three reportable segments as follows: Americas Paperboard Packaging includes paperboard packaging sold primarily to consumer packaged goods (“CPG”) companies serving the food, beverage, and consumer product markets and cups, lids and food containers sold primarily to foodservice companies and quick-service restaurants (“QSR”) in the Americas.
The Company's reportable segments are described as follows: Americas Paperboard Packaging includes paperboard packaging sold primarily to consumer packaged goods ("CPG") companies serving the food, beverage and consumer product markets and cups, lids and food containers sold primarily to foodservice companies and quick-service restaurants in the Americas.
The allowance for doubtful accounts is estimated based on historical experience, current economic conditions and the creditworthiness of customers. Receivables are charged to the allowance when determined to be no longer collectible. The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party financial institutions.
Receivables are charged to the allowance when determined to be no longer collectible. The Company engages with third-party financial institutions to sell certain trade accounts receivable from customers.
Interest Expense, Net Interest Expense, Net was $230 million and $239 million in 2024 and 2023, respectively. Interest Expense, Net decreased primarily due to an increase in capitalized interest. As of December 31, 2024, approximately 36% of the Company’s total debt was subject to floating interest rates.
Interest Expense, Net Interest Expense, Net was $220 million and $230 million in 2025 and 2024, respectively. Interest Expense, Net decreased primarily due to an increase in capitalized interest primarily due to the Waco project. The Company capitalized interest of $52 million and $34 million in 2025 and 2024, respectively.
The Company concluded that all reporting units with goodwill have a fair value that exceeded their carrying value, and thus goodwill was not impaired. The discount rate used for each reporting unit ranged from 7% to 8%, and we utilized a transaction multiple of 9.0 times to calculate terminal period cash flows.
No other reporting units had excess fair value over carrying value below 20%. The discount rate used for each reporting unit was 8% and the Company utilized EBITDA multiples ranging from 6.0 to 9.0 times to calculate terminal period cash flows.
Europe Paperboard Packaging Net Sales decreased due to lower pricing, predominantly due to pass through of lower input costs, the divestiture of our two packaging facilities in Russia in 2023 and unfavorable foreign currency exchange, partially offset by innovation sales growth driven by conversions to our sustainable consumer packaging solutions and higher volumes.
International Paperboard Packaging Net Sales increased due to innovation sales growth driven by conversions to the Company's sustainable consumer packaging solutions, higher packaging volumes and favorable foreign currency exchange, partially offset by lower pricing and mix. Packaging sales were higher in the food, foodservice, household, health and beauty and beverage markets.
In millions December 31, 2024 SUMMARIZED BALANCE SHEET Current assets (excluding intercompany receivable from Nonguarantor) $ 1,610 Noncurrent assets 6,654 Intercompany receivables from Nonguarantors 231 Current liabilities 1,416 Noncurrent liabilities 5,928 Liquidity and Capital Resources The Company expects its material cash requirements for the next twelve months will be for: capital expenditures, periodic required income tax payments, periodic interest and debt service payments on associated debt (refer to “ Note 5 - Debt ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for additional information), lease agreements which have fixed lease payment obligations (refer to “ Note 6 - Leases ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for additional information), and minimum purchase commitments (refer to “ Note 13 - Commitments ” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for additional information) along with ongoing operating costs, working capital, share repurchases and dividend payments.
In millions December 31, 2025 Summarized Balance Sheet Current assets (excluding intercompany receivable from Nonguarantors) $ 1,569 Noncurrent assets 6,967 Intercompany receivables from Nonguarantors 222 Current liabilities 1,739 Noncurrent liabilities 5,885 25 Table of Contents Liquidity and Capital Resources The Company expects its material cash requirements for the next twelve months will be for: capital spending, periodic required income tax payments, periodic interest and debt service payments on associated debt (refer to Note 5.
The variability of the assumptions that management uses to perform the goodwill impairment test depends on a number of conditions, including uncertainty about future events and cash flows. Accordingly, the Company’s accounting estimates may materially change from period to period due to changing market factors.
There are inherent uncertainties related to these factors and judgments used to estimate the reporting unit fair value and the related analysis of potential goodwill impairment. 28 Table of Contents The variability of the assumptions that management uses to perform the goodwill impairment test depends on a number of conditions, including uncertainty about future events and cash flows.
Income Tax Expense During 2024 and 2023, the Company recognized Income Tax Expense of $229 million and $210 million, on Income before Income Taxes of $886 million and $932 million, respectively.
As of December 31, 2025, approximately 28% of the Company's total debt was subject to floating interest rates. Income Tax Expense During 2025 and 2024, the Company recognized Income Tax Expense of $139 million and $229 million, respectively, on Income before Income Taxes of $582 million and $886 million, respectively.
The effective tax rate for 2023 was different from the statutory rate primarily due to a decrease in the Company’s valuation allowances in Sweden, Norway and the Netherlands of $22 million, the establishment of a valuation allowance against the net deferred tax assets in Nigeria of $3 million, as well as tax benefits of $22 million related to U.S. federal, state and foreign income tax credits.
The effective tax rate for 2025 is different from the statutory rate primarily due to the impact of state taxes and non-deductible expenses, as well as tax benefits of $8 million related to U.S. federal income tax credits.
The increase in capital spending was driven by the construction of the Company's new recycled paperboard manufacturing facility in Waco, Texas.
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 18.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The purpose of these forward exchange contracts is to protect the Company from the risk that the eventual functional currency cash flows resulting from the collection of these receivables will be adversely affected by changes in exchange rates. At December 31, 2024, multiple foreign currency forward exchange contracts existed, with maturities ranging up to eight months.
The purpose of these forward exchange contracts is to protect the Company from the risk that the eventual functional currency cash flows resulting from the collection of these receivables will be adversely affected by changes in exchange rates. At December 31, 2025, multiple foreign currency forward exchange contracts existed, with maturities ranging up to eight months.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company does not trade or use derivative instruments with the objective of earning financial gains on interest or currency rates, nor does it use leveraged instruments or instruments where there are no underlying exposures identified.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company does not trade or use derivative instruments with the objective of earning financial gains on interest or currency rates, nor does it use leveraged instruments or instruments where there are no underlying exposures identified.
Such contracts are designated as cash flow hedges and are accounted for by deferring the quarterly change in fair value of the outstanding contracts in Accumulated Other Comprehensive Loss in Shareholders’ Equity. The resulting gain or loss is reclassified into Cost of Sales concurrently with the recognition of the commodity consumed. 33
Such contracts are designated as cash flow hedges and are accounted for by deferring the quarterly change in fair value of the outstanding contracts in Accumulated Other Comprehensive Loss in Shareholders' Equity. The resulting gain or loss is reclassified into Cost of Sales concurrently with the recognition of the commodity consumed. 32 Table of Contents
Interest Rates The Company is exposed to changes in interest rates, primarily as a result of its short-term and long-term debt, which include both fixed and floating rate debt. The Company has previously used interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan facilities.
Interest Rates The Company is exposed to changes in interest rates, primarily as a result of its short-term and long-term debt, which include both fixed and floating rate debt. The Company uses interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan facilities.
Those forward currency exchange contracts outstanding at December 31, 2024, when aggregated and measured in U.S. dollars at December 31, 2024 contractual rates, had net notional amounts totaling $116 million. The Company continuously monitors these forward exchange contracts and adjusts accordingly to minimize the exposure.
Those forward currency exchange contracts outstanding at December 31, 2025, when aggregated and measured in U.S. dollars at December 31, 2025 contractual rates, had net notional amounts totaling $155 million. The Company continuously monitors these forward exchange contracts and adjusts accordingly to minimize the exposure.
Natural Gas Contracts The Company has hedged a portion of its expected natural gas usage for 2025. The carrying value and fair value of the natural gas swap contracts is a net asset of $1 million as of December 31, 2024.
Natural Gas Contracts The Company has hedged a portion of its expected natural gas usage for 2026. The carrying value and fair value of the natural gas swap contracts is a net liability of $5 million as of December 31, 2025.
Long-Term Debt Principal Amount by Maturity-Average Interest Rate Expected Maturity Date In millions 2025 2026 2027 2028 2029 Thereafter Total Fair Value Total Debt Fixed Rate $— $504 $300 $875 $650 $900 $ 3,229 $ 3,096 Average Interest Rate —% 1.98% 4.75% 3.10% 3.10% 5.21% Variable Rate $14 $23 $35 $285 $1,458 $2 $ 1,817 $ 1,798 SOFR+ Spread SOFR+ Spread SOFR+ Spread SOFR+ Spread SOFR+ Spread SOFR+ Spread Net Investment Hedge On October 29, 2021 and November 19, 2021, the Company drew the full amount of the €210 million delayed draw term loan facility and completed a private offering of €290 million aggregate principal amount of the 2.625% senior unsecured notes due 2029, respectively.
Long-Term Debt Principal Amount by Maturity-Average Interest Rate Expected Maturity Date In millions 2026 2027 2028 2029 2030 Thereafter Total Fair Value Total Debt Fixed Rate $502 $300 $1,125 $940 $500 $500 $ 3,867 $ 3,818 Average Interest Rate 2.00% 4.75% 3.39% 3.43% 5.80% 6.38% Variable Rate $23 $38 $37 $1,469 $— $— $ 1,567 $ 1,563 SOFR+ Spread SOFR+ Spread SOFR+ Spread SOFR+ Spread Net Investment Hedge On October 29, 2021 and November 19, 2021, the Company drew the full amount of the €210 million delayed draw term loan facility and completed a private offering of €290 million aggregate principal amount of the 2.625% senior unsecured notes due 2029, respectively.
The Company designated this Euro-denominated debt as a non-derivative net investment hedge of a portion of our net investment in Euro functional currency denominated subsidiaries to offset currency fluctuations. Derivatives not Designated as Hedges The Company enters into forward exchange contracts to effectively hedge substantially all receivables resulting from transactions denominated in foreign currencies.
The Company designated this Euro-denominated debt as a non-derivative net investment hedge of a portion of its net investment in Euro functional currency denominated subsidiaries to offset currency fluctuations. Foreign Exchange Rates The Company also enters into forward exchange contracts to hedge certain other anticipated foreign currency transactions.
At December 31, 2024, the Company had no outstanding interest rate swaps. The table below sets forth interest rate sensitivity information related to the Company’s debt.
At December 31, 2025, the Company had active interest rate swap agreements with a notional amount of $500 million expiring in May 2027. The table below sets forth interest rate sensitivity information related to the Company's debt.
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The purpose of these contracts is to protect the Company from the risk that the eventual functional currency cash flows resulting from anticipated foreign currency transactions will be adversely affected by changes in exchange rates.
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During the year ended December 31, 2025, there were no amounts reclassified to earnings in connection with forecasted transactions that were no longer considered probable of occurring and there was no amount of ineffectiveness related to changes in the fair value of foreign currency forward contracts.
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Additionally, there were no amounts excluded from the measure of effectiveness during the year ended December 31, 2025.
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Foreign Exchange Rates Contractual Amount by Expected Maturity-Average Contractual Exchange Rate December 31, 2025 In millions Contract Amount (a) Forward Exchange Agreements: Receive $US/Pay Euro $ 69 Weighted-average contractual exchange rate 1.2 Receive $US/Pay GBP $ 36 Weighted-average contractual exchange rate 1.3 Receive $US/Pay Yen $ 14 Weighted-average contractual exchange rate 153.6 (a) The fair values of the forward exchange agreements were immaterial as of December 31, 2025. 31 Table of Contents Derivatives not Designated as Hedges The Company enters into forward exchange contracts to effectively hedge substantially all receivables resulting from transactions denominated in foreign currencies.

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