2024
Annual Report
Packaging
life’s everyday
moments for
a renewable
future
We design every new package to be:
More Circular
Packaging made primarily with renewable
or recycled materials that is designed
to be recycled, reducing end-of-life
environmental impact
More Functional
High-quality packaging that enhances the
consumer experience of their favorite brands
More Convenient
Packaging that is easy-to-use, safe and
convenient
Financial Highlights
YEAR ENDED DECEMBER 31,
in millions except for per share data
2024
2023
2022
INCOME STATEMENT DATA
Net Sales
$8,807
$9,428
$ 9,440
Cost of Sales
$ 6,845
$ 7,311
$ 7,610
Selling, General, Administrative
$
774
$ 805
$
774
Income from Operations
$ 1,119
$ 1,174
$
906
Interest Expense, Net
$
230
$ 239
$
197
Net Income Attributable to Graphic
Packaging Holding Company
$
658
$
723
$
522
Weighted Average Number of Basic
Shares Outstanding
304
308
309
Weighted Average Number of Diluted
Shares Outstanding
305
309
310
Net Income Per Share Attributable to
GPHC - Diluted
$
2.16
$ 2.34
$
1.69
BALANCE SHEET DATA
Cash and Cash Equivalents
$
157
$
162
$
150
Total Assets
$ 11,144
$ 11,175
$10,328
Total Debt
$ 5,209
$ 5,396
$ 5,283
Total Equity
$ 3,013
$ 2,782
$ 2,150
NET SALES
in millions
2022
2023
2024
$8,807 $9,428
$9,440
ADJUSTED EBITDA1
in millions
2022
2023
2024
$1,682
$1,876
$1,600
ADJUSTED CASH FLOW1,2
in millions
2022
2023
2024
-$27
$493
$700
NET DEBT1
in millions
2022
2023
2024
$5,052
$5,234
$5,133
(1) The calculation of Adjusted EBITDA, Adjusted Cash Flow, Adjusted EPS and Net Debt and a reconciliation to GAAP measures
can be found in the Company's Fourth Quarter and Full Year 2024 Earnings Release which is available on www.graphicpkg.com.
(2) 2024 marks the peak capex year. The last major investment of Vision 2025 is expected to be complete in 2025.
3
GRAPHIC PACKAGING HOLDING COMPANY
Dear Fellow Stockholders,
2024 was a pivotal year in our transformation to a global consumer packaging leader. We delivered more circular, more
functional, and more convenient packaging solutions that consumers prefer. A major investment that will yield decades of
competitive advantage is nearing completion. We turned a large non-strategic asset into cash. We significantly strengthened our
global and local execution capabilities. And we introduced Vision 2030, detailing our goals and aspirations for the years ahead.
The consumer search for value in everyday purchases
intensified in 2024, driving significant shifts in buying
behavior. We saw a pronounced increase in private
label volume, more consumers shopping for groceries
in club stores and superstores, and an opportunistic
consumer response to rising promotional activity in
both grocery channels and quick service restaurants.
These shifts serve to reconfirm the value of the
investments we have made to broaden and deepen
our participation across the major consumer staples
categories - from food and beverage to foodservice,
household products, and health and beauty. With more
than 100 manufacturing locations in over 20 countries,
we were well-positioned to respond quickly and
efficiently as market conditions and consumer
preferences evolved.
What did not shift in 2024 was our customers’
commitment to more sustainable packaging, and that
is where the investments we have made to be the
global innovation leader continue to pay dividends.
When we acquired AR Packaging in 2021, we knew
that Europe would remain the center of packaging
innovation for years to come. Integrating that business
into our already strong innovation platform put us at
the forefront of consumer packaging innovation in the
world’s largest and most dynamic markets. In 2024,
when the European Union approved sweeping new
packaging regulations, we brought U.S. innovations to
European customers. When U.S. club stores wanted to
reduce plastic, we brought market-proven European
innovation to the U.S. As states phase out polystyrene
beverage containers, our double-wall cups eliminate
the need for a separate hot-beverage sleeve and
provide superior insulation for cold and frozen drinks.
And when a leading quick service restaurant wanted a
more sustainable frozen dessert container, our one-
piece paperboard cup with a built-in lid dramatically
reduced plastic content, and allowed our customer to
introduce multiple sizes without increasing SKUs.
The last major investment of our Vision 2025
transformation program is nearing completion, and our
Vision 2030 capital allocation priorities are already on
display. We expect annual capital spending to drop by
$700 million between 2024 and 2026 as we focus on
driving returns with the exceptionally strong packaging
innovation and manufacturing system we have built.
We will continue to prioritize reinvestment to maintain
and strengthen our market-leading position and
expect to generate cash well in excess of our needs.
We believe that a steadily growing dividend is good
capital allocation, and our Board recently approved a
10% increase in our quarterly dividend. Our decision to
divest a non-strategic asset allowed us to return over
$500 million to stock and debt holders, including the
repurchase of over 2% of the company’s shares. We
see share repurchase, modest leverage, and tuck-under
M&A as important elements of a well-balanced capital
allocation program.
“ We will continue to prioritize
reinvestment to maintain and
strengthen our market-leading
position and expect to generate
cash well in excess of our needs. ”
4
2024 ANNUAL REPORT
Innovation
As we work closely with our customers to create
innovative, sustainable packaging solutions, we build
stronger, deeper customer relationships that expand
our market opportunities. Recyclable packaging
innovations like Boardio™ and PaperSeal™ are
dramatically reducing our customers’ plastic usage,
while enhancing product marketing and providing a
better consumer experience. Every new innovation
we deliver helps our customers move closer to their
own sustainability goals, and our contribution to
meeting those goals has led to numerous awards and
recognition. In 2024, innovative consumer packaging
solutions were a critical driver of our results, and with
the team we have assembled and the intellectual
property we have developed, I am confident that our
innovation capabilities will drive sales growth for years
to come.
Culture
Our products are in the hands of tens of millions
of consumers every day, and to understand and
anticipate the needs of those consumers, we are
committed to building and maintaining a team with
an exceptionally wide range of perspectives and life
experiences. Meanwhile, we also believe that a team
that reflects the communities in which we operate
helps us build stronger community relationships, which
ultimately lowers recruiting costs, improves employee
retention, and increases operating efficiency and
employee safety. Employee engagement and safety
go hand in hand, and are two of my highest priorities.
In 2024, we implemented and expanded a range of
internal communication and training programs, and
were pleased to see record participation in our most
recent employee engagement survey, which showed
improvement in eleven of the twelve metrics we
prioritize. And I am very proud that we once again
achieved one of the industry’s best safety records.
Planet
With Vision 2030, we made a commitment to steadily
and measurably improve the environmental footprint of
our consumer packaging. In 2024, we announced our
aspiration to achieve net zero emissions by 2050, and
continued our work toward our science-based targets.
Planning and engineering work in preparation for our
large greenhouse gas emission reduction projects is
proceeding, and in 2024 we signed our first virtual power
purchase agreement, increasing renewable electricity
usage in Europe to approximately 70 percent. We also
expanded our team, adding a Supply Chain Sustainability
leader to drive reductions in supply chain greenhouse gas
emissions and oversee our program to sustainably source
100% of purchased forest products.
Results
With unmatched capabilities and a commitment
to delivering exceptional results, we are positioned
to deliver consistent, strong results across a wide
range of economic conditions. In 2024, we and our
customers faced challenges that kept overall volumes
below expectations. Despite that headwind, on-time
performance improved, margins remained strong and
steady, and our capabilities continued to expand and
improve. We are delivering more value to more customers
than ever before, with world-class innovation and best-in-
class execution.
Our more than 23,000 teammates are the foundation of
our success. I want to thank them for their dedication,
our customers for their support, and our stockholders for
their confidence in Graphic Packaging.
Michael P. Doss
President and
Chief Executive Officer
5
GRAPHIC PACKAGING HOLDING COMPANY
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
COMMISSION FILE NUMBER: 001-33988
Graphic Packaging Holding Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
26-0405422
(I.R.S. employer identification no.)
1500 Riveredge Parkway
Atlanta, Georgia 30328
(Address of principal executive offices, including Zip Code)
(770) 240-7200
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.01 par value per share
Trading Symbol(s)
GPK
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
☑
Non-accelerated filer
Accelerated filer
☐
Smaller reporting company
☐
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of voting and non-voting common equity held by non-affiliates at June 30, 2024 was approximately $7.8 billion.
As of February 11, 2025 there were approximately 300,214,465 shares of the registrant’s Common Stock, $0.01 par value per share outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on
Form 10-K.
3
TABLE OF CONTENTS OF FORM 10-K
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
4
PART I
ITEM 1.
BUSINESS
5
ITEM 1A. RISK FACTORS
12
ITEM 1B. UNRESOLVED STAFF COMMENTS
15
ITEM 1C. CYBERSECURITY
16
ITEM 2.
PROPERTIES
17
ITEM 3.
LEGAL PROCEEDINGS
18
ITEM 4.
MINE SAFETY DISCLOSURES
18
EXECUTIVE OFFICERS OF THE REGISTRANT
19
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
20
ITEM 6.
[RESERVED]
21
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
22
ITEM 7A. 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 9A. CONTROLS AND PROCEDURES
78
ITEM 9B. OTHER INFORMATION
78
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
78
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
79
ITEM 11.
EXECUTIVE COMPENSATION
79
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
79
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
79
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
79
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
80
ITEM 16.
FORM 10-K SUMMARY
83
SIGNATURES
84
4
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements regarding the expectations of Graphic Packaging Holding Company (“GPHC” and, together with its
subsidiaries, the “Company”), including, but not limited to, expected facility closures in early 2025, material cash
requirements and primary sources of liquidity and the sufficiency thereof, in this report constitute “forward-looking
statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently
available operating, financial and competitive information and are subject to various risks and uncertainties that could cause
actual results to differ materially from the Company’s historical experience and its present expectations. These risks and
uncertainties include, but are not limited to, inflation of and volatility in raw material and energy costs, changes in consumer
buying habits and product preferences, competition with other paperboard manufacturers and converters, product substitution,
the Company’s ability to implement its business strategies, the Company's ability to successfully integrate acquisitions,
productivity initiatives and cost reduction plans, the Company’s debt level, currency movements and other risks of
conducting business internationally, and the impact of regulatory and litigation matters, including those that could impact the
Company’s ability to utilize its U.S. federal income tax attributes to offset taxable income or U.S. federal income taxes and
those that impact the Company's ability to protect and use its intellectual property. Undue reliance should not be placed on
such forward-looking statements, as such statements speak only as of the date on which they are made and the Company
undertakes no obligation to update such statements, except as may be required by law.
5
PART I
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. 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. 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 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’s approach serves to build and strengthen long-term relationships
with purchasing, brand management, marketing, and other key customer functions. The Company is organized to bring the
full resources of its global and local innovation, design, and manufacturing capabilities to all of its customers with the goal of
delivering packaging solutions that are more circular, more functional, and more convenient.
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. 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. 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. 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. 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. Tama was
reported within the Paperboard Manufacturing reportable segment. Subsequently, in the second quarter of 2023, the Company
closed this facility. 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. 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. 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 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. 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.”
6
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 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”). 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. 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. 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. 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”). 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.
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 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.
(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.
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.
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.
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. 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.
7
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 - Business
Segment and Geographic Area Information” in the Notes to Consolidated Financial Statements included herein under “Item
8. Financial Statements and Supplementary Data.”
Paperboard Packaging
The Company’s paperboard packaging products deliver brand, marketing, sustainability, and performance benefits at a
competitive cost. 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 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.
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. The Company
also installs its packaging machines at customer plants and provides support, service and advanced performance monitoring
of the machines.
The majority of the paperboard the Company produces is consumed internally in its packaging 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 various bleached,
unbleached, and recycled grades of paperboard that the Company produces internally and buys externally offer distinctly
different combinations of strength, printability, appearance, and recycled-content, as well as other functional and non-
functional characteristics of importance to customers.
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 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. The joint venture agreement covers unbleached paperboard supply, use of proprietary carton designs and marketing
and distribution of packaging systems.
8
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. 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. The Company also sells paperboard in the open market to independent and
integrated paperboard packaging producers.
Sales of the Company’s principal products are primarily accomplished through sales offices in the U.S., Australia, Brazil,
China, France, Germany, Italy, Japan, Mexico, Spain, the Netherlands and the United Kingdom, and, to a lesser degree,
through broker arrangements with third parties.
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. 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.
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.
Raw Materials
The Company's main raw materials are pine and hardwood trees and recycled fibers. 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).
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. The Company follows a due diligence process to
ensure virgin fiber inputs are sourced from sustainably managed forests and do not contribute to deforestation or habitat loss
for ecosystems with high conservation value. 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 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 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
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.
9
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. 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.
Research and Development
The Company’s research and development team works directly with its sales, marketing and consumer insights personnel to
understand long-term consumer and retailer trends and create relevant new packaging. These innovative solutions provide
customers with differentiated packaging to meet consumer preferences. The Company’s development efforts include, but are
not limited to, developing sustainable consumer packaging made from renewable resources; packaging alternatives to replace
plastic packaging; extending the shelf life of customers’ products; reducing production and waste costs; enhancing the heat-
managing characteristics of food packaging; improving the sturdiness and compression strength of packaging to allow goods
to ship in their own branded container and to meet store display needs; and refining packaging appearance through new
printing techniques and materials.
Consumer concerns regarding growing plastic packaging waste represents one of the strongest trends in the packaging
industry, and the Company focuses on developing innovative, sustainable consumer packaging solutions that are recyclable
and help customers achieve their packaging sustainability goals. 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 - 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. The
Company’s patent portfolio consists primarily of patents relating to packaging machinery, manufacturing methods, structural
carton designs, active microwave packaging technology and barrier protection packaging. These patents and processes are
significant to the Company’s operations and are supported by trademarks such as Boardio™, Fridge Vendor™, IntegraPak™,
KeelClip™, MicroFlex-Q™, MicroRite™, Quilt Wave™, Qwik Crisp™, Tite-Pak™, and Z-Flute™. 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's Vision 2030 outlines how to lead in innovation, build a world-class
culture, protect the planet, and deliver results for all of the Company's stakeholders.
Culture is one of the pillars of the Company's Vision 2030 and the safety and wellbeing of employees is a top priority.
Employee engagement is key to a safe and stable workforce. 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. Action plans have been developed at the local level in locations around the globe as
the Company strives to further engage its employees. The Company also considers its talent acquisition, development, and
succession strategies to be critical components of its multi-year plan to focus on people and culture.
The Company is enhancing the capabilities of its workforce as its business and strategy evolve. The Company has invested in
innovation, research and development, and digital capabilities to position it to capture organic sales growth supported by
consumer preferences for low impact, recyclable packaging. 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.
10
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. Approximately 68% of our employees are in the Americas and 32% are in Europe and
the rest of the world. Approximately 59% of our employees were represented by labor unions and covered by collective
bargaining agreements or covered by works councils in Europe. 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.
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. We strive to achieve an injury-free workplace through
various safety initiatives and programs, and our Vision 2030 goal is zero life injuries.
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. 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 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 has a number of initiatives underway to drive employee
engagement higher.
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. 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 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.
Environmental and Regulatory Matters
The Company is subject to a broad range of foreign, federal, state and local environmental, health and safety, and other
governmental regulations and employs a team of professionals in order to maintain compliance at each of its facilities. In
2024, the Company spent $65 million of capital on projects to maintain compliance with environmental laws, regulations and
the Company’s permits granted thereunder. 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. 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.”
11
Climate change presents both challenges and opportunities for the Company and its communities. 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 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. 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. 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.
The Company’s Core Values underpin our commitment to our stakeholders and our strategy to deliver sustainable, recyclable
packaging solutions. 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.
Available Information
The Company’s website is located at http://www.graphicpkg.com. 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 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 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.
12
ITEM 1A. RISK FACTORS
Our operations and financial results could be affected by various risks, many of which are beyond our control. The following
risks could affect (and in some cases have affected) the Company's actual results and could cause such results to differ
materially from current estimates or expectations:
Industry Risks
The Company's financial results could be adversely impacted if there are significant increases in prices for raw
materials, energy, transportation and other necessary supplies and services, and the Company is unable to raise prices
or improve productivity to reduce costs.
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. Paperboard
manufacturing processes require significant energy and raw materials, the costs of which are subject to worldwide supply and
demand factors, supply chain disruptions that can affect availability and result in increased prices, as well as trade regulations
and tariffs, GHG emissions-based regulations, and other factors beyond our control. Variations in the cost of energy, which
primarily reflect market prices for oil and natural gas, and for raw materials may significantly affect our operating results
from period to period. Because negotiated sales contracts and the market largely determine the pricing for our products, the
Company is at times limited in its ability to raise prices and pass through to its customers any inflationary or other cost
increases that the Company may incur.
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. These efforts result not only in cost reductions, but also build resilience in the
overall supply chain. The Company's ability to realize anticipated savings from these improvements is subject to significant
operational, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control. If
the Company cannot successfully implement cost savings plans, it may not be able to continue to compete successfully
against other manufacturers. In addition, any failure to generate the anticipated efficiencies and savings could adversely affect
the Company's financial results.
Competition and product substitution could have an adverse effect on the Company's financial results.
The Company competes with consumer packaging companies, both domestically and internationally, including paperboard
packaging producers. The Company's products compete with those made from other manufacturers' paperboard, as well as
consumer packaging made primarily from plastic, shrink film, paper, corrugated containers, bio-based materials and other
packaging materials. Paperboard packaging competitors may expand their existing facilities or build new paperboard
manufacturing or converting capacity, which could negatively impact our business. In addition, product substitution by
customers may occur in response to price, quality and service issues, as well as environmental and social concerns.
In addition, to the extent the Company’s operations are subject to labor, safety and climate change regulations and
requirements that are not stringently imposed in the states and countries in which our competitors operate, our competitors
could gain cost or other competitive advantages. While the Company has long-term relationships with many of its customers,
the underlying contracts may be re-bid or renegotiated from time to time, and the Company may not be successful in
renewing such contracts on favorable terms or at all. The Company works to maintain market share through efficiency,
product innovations and strategic sourcing to its customers; however pricing and other competitive pressures, such as
providing the lowest-carbon footprint packaging solution or delivering on GHG emissions reduction targets, may
occasionally result in the loss of a customer relationship.
Changes in buying habits and preferences for products by customers and consumers could have an effect on our sales
volumes.
Changing dietary habits and preferences have impacted sales growth for many of the food and beverage products the
Company packages. 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. 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.
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.
13
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 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.
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. These ever-evolving threats mean the Company and its third-party service providers and vendors
must continually evaluate and adapt their respective systems and processes and overall security environment, as well as those
of any business we acquire. There is no guarantee that these measures will be adequate to safeguard against all data security
breaches, system compromises or misuses of data and insurance may not fully cover the costs of cyber incidents. In addition,
the regulatory environment related to information security, data collection and use, and privacy is becoming increasingly
rigorous, with new requirements applicable to the Company's business. Compliance with such requirements could also result
in additional costs.
The Company could experience material disruptions at our facilities, that could adversely impact the Company's
financial results and could increase the cost of insurance and level of deductibles.
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.
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. In addition, given the Company's integrated supply chain, managing board supply and properly planning
for paperboard manufacturing outages and downtime must be integrated with the packaging facilities’ forecasts. Any inability
to do so could adversely affect the Company's financial results. Any losses due to these events may not be covered by our
existing insurance policies and may be subject to significant deductibles. The premiums for insurance coverage have recently
increased and may continue to increase, along with the level of deductibles.
Preparedness plans have been developed for vulnerable facilities and detail the actions needed in the event of unforeseen
events or severe weather. We also obtain insurance coverage to mitigate losses from physical damages and business
interruptions. These measures have historically been in place and such activities and associated costs are driven by normal
operational preparedness. However, there can be no assurance that such measures will be effective for a particular event that
we may experience.
In addition to the possible disruptions to our facilities' production as discussed above, because approximately 59% of the
Company's employees are represented by unions, the Company could experience disruptions such as work slowdowns or
strikes from time to time. 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.
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 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 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 Company’s operations and financial results could be adversely impacted by events outside the Company’s
control, such as pandemics or other global health emergencies, or geopolitical conflicts and other social and political
unrest or change.
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. These events may result in supply chain and transportation disruptions to and from our
facilities and could impact the Company’s ability to operate its facilities and distribute products to its customers in a timely or
cost-effective fashion. 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 may negatively impact consumer buying habits, which could adversely affect the Company’s financial results.
14
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. 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 pursues a currency hedging program in order to reduce a
portion of the impact of foreign currency exchange fluctuations on financial results.
The Company is also subject to the following significant risks associated with operating in foreign countries:
• Export compliance;
• Compliance with and enforcement of environmental, health and safety, labor laws and data privacy and other
regulations of the foreign countries in which the Company operates;
• Difficulties moving funds from certain countries back to the U.S.;
• Imposition of tariffs on packaging materials moved across borders;
• Imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries; and
• Imposition of new or increases in capital investment requirements and other financing requirements by foreign
governments.
The Company's capital spending may not achieve the desired benefits, which could adversely impact future financial
results.
The Company invests significant amounts of cash each year in capital projects, which have expected returns to the Company.
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. 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.
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. 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. 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 not be able to develop and introduce new products and adequately protect its intellectual property
and proprietary rights, which could harm its future success and competitive position.
The Company works to increase market share and profitability through product innovation and the introduction of new
products. 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 Company's
future success and competitive position also depends, in part, upon its ability to obtain and maintain protection for certain
proprietary carton and packaging machine technologies used in its value-added products, particularly those incorporating the
Fridge Vendor, IntegraPak, KeelClip, MicroFlex-Q, MicroRite, Opti-Cycle, PaperSeal Slice and PaperSeal Wedge, PaperSeal
Shapes, Boardio, Produce Pack, Quilt Wave, Qwik Crisp, Tite-Pak, and Z-Flute technologies. Failure to protect the
Company's existing intellectual property rights may result in the loss of valuable technologies or may require the Company to
license other companies' intellectual property rights. It is possible that any of the patents owned by the Company may be
invalidated, rendered unenforceable, circumvented, challenged or licensed to others or any of its pending or future patent
applications may not be issued within the scope of the claims sought by the Company, if at all. 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.
15
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.
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. 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. 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.
Additionally, over the past few years, the number of data privacy laws and regulations has increased and become more
complex and stringent in the U.S. and internationally. The improper handling and disclosure of or access to personal data in
violation of privacy laws and regulations across multiple countries and U.S. states could cause harm to the Company’s
reputation, cause loss of consumer confidence, subject the Company to government enforcement actions, or result in private
litigation against the Company. Any of these outcomes could negatively impact the Company’s financial condition and
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.
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.
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.
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. Additional covenants
contained in the Current Credit Agreement and the Indentures may, among other things, restrict the ability of the Company to
dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase stock, pay dividends and make other
restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indentures, engage
in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain
transactions with affiliates. Such restrictions could limit the Company’s ability to respond to changing market conditions,
fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities.
These restrictions could limit the Company's flexibility to respond to changing market conditions and competitive pressures.
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.
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.
16
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. 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 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’s global managed service
providers also assess cybersecurity incidents and classify them by severity level in accordance with the Company’s Incident
Response Plan, which determines how each cybersecurity incident is managed and communicated. 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.
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. Cybersecurity incidents that are deemed material, either
individually or in aggregate, are reported to the Audit Committee of the Company’s Board of Directors, which has been
delegated the responsibility for oversight of cybersecurity risks. The Company also communicates material cybersecurity
incidents to the Company’s independent auditors and internal audit team.
Annually the Company conducts an Enterprise Risk Assessment during which management identifies and quantifies risks to
the Company’s operations, financial position and strategy, including cybersecurity risks. The conclusions of the annual
Enterprise Risk Assessment are shared with the Audit Committee. 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.
17
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. The Company also leases certain smaller facilities, warehouses and office space throughout the U.S. and in
foreign countries from time to time.
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.
(b) Leased facility.
18
North American Packaging Facilities:
Carol Stream, IL
Centralia, IL
Charlotte, NC(a)
Chicago, IL
Clarksville, TN
Cobourg, Ontario(b)
Elgin, IL
Elk Grove, IL(b)(c)
Fort Smith, AR(c)
Gordonsville, TN(b)
Grand Rapids, MI(a)
Gresham, OR(b)
Groveport, OH(b)
Hamel, MN
Irvine, CA
Kalamazoo, MI
Kendallville, IN
Kenton, OH
Kingston Springs, TN
Lancaster, TX
Lawrenceburg, TN
Lebanon, TN(b)
Lowell, MA(a)
Lumberton, NC
Marietta, GA
Marion, OH
Memphis, TN(e)
Mississauga, Ontario(b)
Mitchell, SD
Monroe, LA(b)
Monterrey, Mexico(b)
New Albany, IN(a)(c)
Newton, IA
North Portland, OR
Omaha, NE
Oroville, CA(b)
Pacific, MO
Perry, GA
Pineville, NC
Pittston, PA
Prosperity, SC
Querétaro, Mexico(b)
Randleman, NC(a)
Shelbyville, IL
Sioux Falls, SD(b)(c)
Solon, OH
St.-Hyacinthe, Québec(b)
St. Paul, MN
Staunton, VA
Stone Mountain, GA(b)
Sturgis, MI
Tijuana, Mexico(b)
Tuscaloosa, AL
Valley Forge, PA
Vancouver, WA(b)
Visalia, CA
Wausau, WI
Wayne, NJ
West Monroe, LA(a)(c)
Winnipeg, Manitoba
Winston Salem, NC
International Packaging Facilities:
Aachen, Germany
Auckland, New Zealand(b)
Augsburg, Germany
Bardon, United Kingdom
Bawen, Indonesia
Bekasi, Indonesia
Berlin, Germany
Bremen, Germany
Bristol, United Kingdom(a)(d)
Cambridge, United Kingdom(b)
Cholet, France(b)
Frankfurt, Germany(b)
Gateshead, United Kingdom(b)
Graz, Austria
Halmstad, Sweden(a)
Hannover, Germany
Highbridge, United Kingdom(b)
Hoogerheide, Netherlands
Ibadan, Nigeria
Igualada, Spain
Ingerois, Finland(b)
Jundiai, Sao Paulo, Brazil
Kanfanar, Croatia
Krakow, Poland
Leeds, United Kingdom
Lund, Sweden(b)(c)
Magdeburg, Germany(b)
Maliaño, Spain
Masnières, France(b)
Melbourne, Australia(b)
Munich, Germany(b)
Newcastle Upon Tyne, United Kingdom(b)
Perth, Australia
Portlaoise, Ireland(b)
Poznan, Poland
Requejada, Spain
Rotherham, United Kingdom(b)
Sneek, Netherlands
St. Gallen, Switzerland(b)
Sydney, Australia(b)
Tabasalu, Estonia
Tibro, Sweden
Winsford, United Kingdom(b)
(a) Closed facility during 2024 and classified as held-for-sale.
(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
The Company is a party to a number of lawsuits arising in the ordinary conduct of its business. 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 included herein under
“Item 8., Financial Statements and Supplementary Data.”
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
19
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. 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. 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. 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. 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. 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. 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.
Scherger joined Graphic Packaging Holding Company in April of 2012 from MeadWestvaco Corporation, where he served as
President, Beverage and Consumer Electronics. Mr. 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.
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. 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. 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. 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. 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. 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. 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
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. 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. 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.
20
PART II
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.
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”). 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.
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.
(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.
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.
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. 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. 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.
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”). 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.
21
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.
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”). 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. 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.
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. Patronage
payable each year is variable and based on the individual financial performance of each of the member banks then
participating in the loan. 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”). 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. The Third Amendment also modified the borrowing
mechanics for certain term Secured Overnight Financing Rate (“SOFR”) loans under the domestic revolving line of credit.
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. Container &
Packaging Index. The graph assumes $100 invested on December 31, 2019 in GPHC’s common stock and each of the
indices. The stock price performance on the following graph is not necessarily indicative of future stock price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Graphic Packaging Holding Company
S&P 500 Stock Index
Dow Jones U.S. Container & Packaging Index
$200
$175
$150
$125
$100
$75
$50
$25
$0
12/19
12/20
12/21
12/22
12/23
12/24
Period Ending
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. Container & Packaging Index
100.00
121.14
134.41
110.49
118.91
136.68
ITEM 6. [RESERVED]
22
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. 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.
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. 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. 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.
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 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 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’s approach serves to build and strengthen long-term relationships
with purchasing, brand management, marketing, and other key customer functions. The Company is organized to bring the
full resources of its global and local innovation, design, and manufacturing capabilities to all of its customers, with the goal
of delivering packaging solutions that are more circular, more functional, and more convenient.
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. Many of the Company’s multi-year supply contracts include
terms which provide for the pass through of certain costs including raw materials, energy, labor and other manufacturing
costs, with the intention of reducing exposure to the volatility of these costs, many of which are outside of the Company’s
control.
The Company is implementing strategies (i) to develop and market innovative, packaging products and applications that
benefit from consumer-led sustainability trends; (ii) to expand market share in its current markets and to identify and
penetrate new markets; (iii) to capitalize on the Company’s customer relationships, business competencies, and
manufacturing facilities; and (iv) to continue to reduce costs and drive productivity through operational improvements. The
Company’s ability to fully implement its strategies and achieve its objectives may be influenced by a variety of factors, many
of which are beyond its control. 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. 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.
23
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. 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. 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. Tama is
included within the Paperboard Manufacturing reportable segment. Subsequently, in the second quarter of 2023, the
Company closed this facility.
• 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.
• 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. 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”). 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, resulting in cumulative
impairment charges of $106 million in 2022 and 2023, including $12 million of goodwill impairment. On November
30, 2023, the Company completed the sale of its Russian Operations.
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
24
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). 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.
Income from Operations
Income from Operations for 2024 decreased $55 million or 5%, to $1,119 million from $1,174 million for the same period in
2023, primarily due to the Augusta Divestiture and bleached paperboard price and volume declines, weather, power and
equipment maintenance issues of $30 million and incremental planned maintenance expense and market downtime, offset by
the gain from the Augusta divestiture of $75 million. 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 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).
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.
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.
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 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.
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.
25
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.
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.
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. 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.
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.
These segments are evaluated by the chief operating decision maker based primarily on Income from Operations, as adjusted
for depreciation and amortization. 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. Financial Statements and Supplementary Data.”
Year Ended December 31,
In millions
2024
2023
2022
NET SALES:
Americas Paperboard Packaging
$
6,101 $
6,200 $
6,015
Europe Paperboard Packaging
1,893
2,024
1,973
Paperboard Manufacturing
655
1,022
1,290
Corporate/Other/Eliminations(a)
158
182
162
Total
$
8,807 $
9,428 $
9,440
INCOME (LOSS) FROM OPERATIONS:
Americas Paperboard Packaging(b)(c)
$
1,072 $
1,088 $
800
Europe Paperboard Packaging(c)(d)(e)
122
127
59
Paperboard Manufacturing(c)(f)(g)
(60)
(23)
45
Corporate and Other(c)
(15)
(18)
2
Total
$
1,119 $
1,174 $
906
(a) Includes revenue from contracts with customers for the Australia and Pacific Rim operating segments.
(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. See “Note 1 - General Information” in the
Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data” for further
information
(d) Includes impairment charges related to Russia in 2023 and 2022. 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. 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.
(f) Includes accelerated depreciation related to exit activities in 2024, 2023, and 2022. 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. See “Note 19 - Divestitures” in the Notes to Consolidated Financial Statements included
herein under “Item 8., Financial Statements and Supplementary Data” for further information.
26
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. Lower
packaging sales in food and household markets were partially offset by higher packaging sales in the foodservice market.
Income from Operations decreased due to lower pricing and packaging volumes, higher levels of planned maintenance and
market downtime, weather and power issues and commodity inflation (primarily secondary fiber and byproducts, partially
offset by energy, wood and chemicals) and other inflation (primarily labor and benefits). These decreases were partially
offset by performance, including cost savings from continuous improvement and other programs, and productivity
improvements, including benefits from capital projects, innovation sales growth, and the acquisition of Bell in September
2023. 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).
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. Lower packaging sales in food,
health and beauty, and household markets were partially offset by higher packaging sales in the beverage market.
Income from Operations decreased due to lower pricing and accelerated depreciation and charges related to the closure of
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), partially offset by higher
packaging volumes, commodity deflation, cost savings from continuous improvement and other programs and favorable
foreign currency exchange. The commodity deflation was primarily related to external board, which is passed through to our
customers, partially offset by other inflation (primarily labor and benefits). 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.
Paperboard Manufacturing
Net Sales decreased due to the Augusta divestiture and reduced open market paperboard volumes and pricing of bleached
paperboard.
Income from Operations decreased due to bleached paperboard price and volume declines (including due to the Augusta
Divestiture), weather and power issues, incremental planned maintenance expense and market downtime and commodity and
other inflation (primarily secondary fiber, byproduct and labor and benefits offset by energy and wood). This decrease was
offset by the gain from the Augusta divestiture (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) and
productivity improvements, including benefits from capital projects. Income from Operations was also favorably impacted by
reductions in accelerated depreciation related to the closure of Tama (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), and a reduction in charges related to the discontinuation of the Texarkana swing capacity project.
27
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company broadly defines liquidity as its ability to generate sufficient funds from both internal and external sources to
meet its obligations and commitments. 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.
Therefore, liquidity cannot be considered separately from capital resources that consist of current or potentially available
funds for use in achieving long-range business objectives and meeting debt service commitments.
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. 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 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 increase in capital spending was 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 - Exit Activities” in the Notes to the Consolidated Financial Statements
included herein under “Item 8., Financial Statements and Supplementary Data.” On May 1, 2024, the Company completed
the sale of the Augusta Paperboard Manufacturing Facility to Clearwater Paper Corporation for total cash consideration of
$711 million. 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. In the prior year the Company completed the acquisition
of Tama on January 31, 2023 from Greif Packaging LLC for approximately $100 million. The Company also completed the
acquisition of Bell Incorporated, adding three packaging facilities in Sioux Falls, South Dakota and Groveport, Ohio for
approximately $262 million on September 8, 2023. For further discussion of the Company's acquired coated recycled
paperboard manufacturing facility and packaging facilities, see “Note 4 - Business Combinations” in the Notes to the
Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.”
Net cash used in financing activities in 2024 totaled $489 million compared to $106 million in 2023. 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. The net proceeds were
used by the Company to repay a portion of the outstanding borrowings under its senior secured revolving credit facility. The
Company also drew $400 million from the senior secured domestic revolving credit facilities and used the proceeds, together
with cash on hand, to redeem it's 0.821% Senior Notes due in 2024. 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. For further discussion of the Company's newly acquired debt and redemptions, see “Note 5 - Debt” in the
Notes to Consolidated Financial Statements included herein under “Item 8., Financial Statements and Supplementary Data.”
Other current 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. 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. The Company also paid dividends and
distributions of $123 million and withheld $22 million of restricted stock units to satisfy tax withholding payments related to
the payout of restricted stock units.
Supplemental Guarantor Financial Information
As a result of International Paper Company's final exchange in 2021, the Company currently owns 100% of the outstanding
interests in GPIP. GPIP continued to be treated as a partnership for U.S. federal and state income tax purposes despite IP’s
exit as a minority partner until September 1, 2022, when, due to an internal restructuring, GPIP became a single member
limited liability company, terminating the partnership for income tax purposes. Therefore, GPIL is no longer subject to
separate SEC filing requirements. As such, the Company has included Supplemental Guarantor disclosures herein that were
previously included in the GPIL SEC filings.
28
As discussed in “Note 5 - Debt” in the Notes to Consolidated Financial Statements included herein under “Item 8., Financial
Statements and Supplementary Data,” the Senior Notes issued by GPIL (the “Issuer”) are guaranteed by certain domestic
subsidiaries (the “Subsidiary Guarantors”), which consist of all material 100% owned subsidiaries of the issuer other than its
foreign subsidiaries, and in certain instances by the Company (a Parent guarantee) (collectively “the Guarantors”). GPIL's
remaining subsidiaries (the “Nonguarantor Subsidiaries”) include all of GPIL’s foreign subsidiaries and immaterial domestic
subsidiaries. The Subsidiary Guarantors are jointly and severally, fully and unconditionally liable under the guarantees.
The results of operations, assets, and liabilities for GPHC and GPIL are substantially the same. 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.
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
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. 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.
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. Based upon current levels of operations,
anticipated cost savings and expectations as to future growth, the Company believes that cash generated from operations,
together with amounts available under its revolving credit facilities and other available financing sources, will be adequate to
permit the Company to meet its debt service obligations, necessary capital expenditure program requirements and ongoing
operating costs and working capital needs, although no assurance can be given in this regard. The Company's future financial
and operating performance, ability to service or refinance its debt and ability to comply with the covenants and restrictions
contained in its debt agreements (see “Covenant Restrictions” below) will be subject to future economic conditions, including
conditions in the credit markets, and to financial, business and other factors, many of which are beyond the Company's
control, and will be substantially dependent on the selling prices and demand for the Company's products, raw material and
energy costs, and the Company's ability to successfully implement its overall business and profitability strategies.
29
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 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. 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. 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.
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. 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
transactions are at the sole discretion of both the suppliers and financial institution, and the Company is not a party to the
agreements and has no economic interest in the supplier’s decision to sell a receivable. The range of payment terms
negotiated by the Company with its suppliers is consistent, irrespective of whether a supplier participates in the program. The
agreement with the financial intermediary does not require the Company to provide assets pledged as security or other forms
of guarantees for the supplier finance program. 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.
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.
30
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. Such restrictions, as well as
disruptions in the credit markets, could limit the Company's ability to respond to changing market conditions, fund its capital
spending program, provide for unexpected capital investments or take advantage of business opportunities.
Under the terms of the Current Credit Agreement, the Company must comply with a maximum Consolidated Total Leverage
Ratio covenant and a minimum Consolidated Interest Expense Ratio covenant.
The Current Credit Agreement requires that the Company maintain a maximum Consolidated Total Leverage Ratio of less
than 4.25 to 1.00. 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.
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.
Environmental Matters
Some of the Company’s current and former facilities are the subject of environmental investigations and remediations
resulting from historical operations and the release of hazardous substances or other constituents. Some current and former
facilities have a history of industrial usage for which investigation and remediation obligations may be imposed in the future
or for which indemnification claims may be asserted against the Company. Also, closures or sales of facilities may
necessitate further investigation and may result in remediation at those facilities. The Company has established reserves for
those facilities or issues where liability is probable and the costs are reasonably estimable. The Company believes that the
amounts accrued for its loss contingencies, and the reasonably possible loss beyond the amounts accrued, are not material to
the Company's consolidated financial position, results of operations or cash flows.
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 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. 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 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 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. Under this program, the Company has previously entered into
forward exchange contracts in the normal course of business to hedge certain foreign currency denominated transactions.
Realized and unrealized gains and losses on these forward contracts are included in the measurement of the basis of the
related foreign currency transaction when recorded. The Company also pursues a hedging program that utilizes derivatives
designed to manage risks associated with future variability in cash flows and price risk related to future energy cost increases.
Under this program, the Company has entered into natural gas swap contracts to hedge a portion of its forecasted natural gas
usage for 2025. Realized gains and losses on these contracts are included in the financial results concurrently with the
recognition of the commodity consumed. In addition, the Company has used interest rate swaps to manage interest rate risks
on future interest payments caused by interest rate changes on its variable rate term loan facility. The Company does not hold
or issue financial instruments for trading purposes. See “Item 7A., Quantitative and Qualitative Disclosure About Market
Risk.”
31
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 have any other off-balance sheet arrangements.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates, and changes
in these estimates are recorded when known. The critical accounting policies used by management in the preparation of the
Company’s consolidated financial statements are those that are important both to the presentation of the Company’s financial
condition and results of operations and require significant judgments by management with regard to estimates used. 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 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. 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.
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. If the results
of the qualitative analysis of any of the reporting units is inconclusive, or if significant changes in the business have occurred
since the last quantitative impairment assessment, the Company will perform a quantitative analysis for those reporting units.
As of October 1, 2024, the Company performed a quantitative impairment test. 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”).
Estimating the fair value of the reporting unit involves uncertainties as it requires management to consider a number of
factors, including but not limited to, future operating results, business plans, economic projections of revenues and operating
margins, estimated future cash flows, and market data and analysis, including market capitalization. Fair value determinations
are sensitive to changes in the factors described above. There are inherent uncertainties related to these factors and judgments
used to estimate reporting unit fair value and the related analysis of potential goodwill impairment.
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. If the Company had used other assumptions and
estimates or if different conditions occur in future periods, future operating results and cash flows could be materially
impacted, and judgments and conclusions about the recoverability of goodwill could change. 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 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. The Europe reporting unit had a fair value that exceeded its respective carrying value by
24%, whereas all other reporting units exceeded by more than 69%. If we had concluded that it was appropriate to increase
the discount rate we used by 100 basis points to estimate the fair value of our respective reporting units, the fair value of each
reporting unit would have continued to exceed its carrying amount. The Europe reporting unit had goodwill totaling
$500 million. The Company does not believe it is likely that there will be material changes in the assumptions or estimates
used to calculate the reporting unit fair values.
Recovery of Long-Lived Assets
The Company evaluates the recovery of its long-lived assets by analyzing operating results and considering significant events
or changes in the business environment that may have triggered impairment. The Company reviews long-lived assets
(including property, plant and equipment and intangible assets) for impairment whenever events or changes in circumstances
indicate that the carrying amount of such long-lived assets may not be fully recoverable by undiscounted cash flows.
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.
32
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 FASB Codification provides important factors in determining whether a deferred
tax asset will be realized, including whether there has been sufficient taxable income in recent years and whether sufficient
income can reasonably be expected in future years in order to utilize the deferred tax asset. The Company has evaluated the
need to maintain a valuation allowance for deferred tax assets based on its assessment of whether it is more likely than not
that deferred tax benefits would be realized through the generation of future taxable income. Appropriate consideration was
given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. 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.
As of December 31, 2024, the Company has a valuation allowance of $45 million against its net deferred tax assets in certain
foreign jurisdictions and against domestic deferred tax assets related to certain federal tax credit carryforwards. As of
December 31, 2023, a total valuation allowance of $37 million was recorded.
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. 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. The Company continues to assert that it is permanently reinvested in the cumulative
earnings of its Canadian subsidiary in excess of the amount of cash that is on hand and available for distribution after
consideration of working capital needs and other debt settlement. 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, 2024.
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 determination of the amount of the unrecognized deferred income tax liability (primarily withholding tax in certain
jurisdictions) on the unremitted earnings or any other associated outside basis differences is not practicable because of the
complexities associated with the calculation.
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 - 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.”
33
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.
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. 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.
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. 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 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. 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.
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. 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.
34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
GRAPHIC PACKAGING HOLDING COMPANY
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2024
35
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31,
2024
36
Consolidated Balance Sheets as of December 31, 2024 and 2023
37
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2024
38
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024
39
Notes to Consolidated Financial Statements
40
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP PCAOB ID No. 238)
76
35
GRAPHIC PACKAGING HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
In millions, except per share amounts
2024
2023
2022
Net Sales
$
8,807 $
9,428 $
9,440
Cost of Sales
6,845
7,311
7,610
Selling, General and Administrative
774
805
774
Other Expense, Net
64
64
19
Business Combinations, Exit Activities and Other Special Items, Net
5
74
131
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
Net Income Per Share - Basic
$
2.16 $
2.35 $
1.69
Net Income Per Share - Diluted
$
2.16 $
2.34 $
1.69
The accompanying notes are an integral part of the consolidated financial statements.
36
GRAPHIC PACKAGING HOLDING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31, 2024
In millions
Graphic Packaging
Holding Company
Noncontrolling
Interest
Total
Net Income
$
658 $
— $
658
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments
7
—
7
Currency Translation Adjustment
(149)
—
(149)
Total Other Comprehensive Loss, Net of Tax
(142)
—
(142)
Total Comprehensive Income
$
516 $
— $
516
Year Ended December 31, 2023
In millions
Graphic Packaging
Holding Company
Noncontrolling
Interest
Total
Net Income
$
723 $
— $
723
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments
3
—
3
Pension and Postretirement Benefit Plans
(4)
—
(4)
Currency Translation Adjustment
65
—
65
Total Other Comprehensive Income, Net of Tax
64
—
64
Total Comprehensive Income
$
787 $
— $
787
Year Ended December 31, 2022
In millions
Graphic Packaging
Holding Company
Noncontrolling
Interest
Total
Net Income
$
522 $
— $
522
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments
4
—
4
Pension and Postretirement Benefit Plans
(9)
—
(9)
Currency Translation Adjustment
(148)
(1)
(149)
Total Other Comprehensive Loss, Net of Tax
(153)
(1)
(154)
Total Comprehensive Income (Loss)
$
369 $
(1) $
368
The accompanying notes are an integral part of the consolidated financial statements.
37
GRAPHIC PACKAGING HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
December 31,
In millions, except share and per share amounts
2024
2023
ASSETS
Current Assets:
Cash and Cash Equivalents
$
157 $
162
Receivables, Net
759
835
Inventories, Net
1,754
1,754
Other Current Assets
99
94
Assets Held for Sale
15
—
Total Current Assets
2,784
2,845
Property, Plant and Equipment, Net
5,258
4,992
Goodwill
1,993
2,103
Intangible Assets, Net
667
820
Other Assets
442
415
Total Assets
$
11,144 $
11,175
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt
$
39 $
764
Accounts Payable
1,116
1,094
Compensation and Employee Benefits
176
273
Interest Payable
73
63
Other Accrued Liabilities
499
395
Total Current Liabilities
1,903
2,589
Long-Term Debt
5,145
4,609
Deferred Income Tax Liabilities
613
731
Accrued Pension and Postretirement Benefits
94
104
Other Noncurrent Liabilities
376
360
Commitments (Note 13)
SHAREHOLDERS' EQUITY
Preferred Stock, par value $.01 per share; 100,000,000 shares authorized; no shares issued
or outstanding
—
—
Common Stock, par value $.01 per share; 1,000,000,000 shares authorized; 300,163,372
and 306,058,815 shares issued and outstanding at December 31, 2024 and December 31,
2023, respectively
3
3
Capital in Excess of Par Value
2,054
2,062
Retained Earnings
1,410
1,029
Accumulated Other Comprehensive Loss
(455)
(313)
Total Graphic Packaging Holding Company Shareholders' Equity
3,012
2,781
Noncontrolling Interest
1
1
Total Equity
3,013
2,782
Total Liabilities and Shareholders' Equity
$
11,144 $
11,175
The accompanying notes are an integral part of the consolidated financial statements.
38
GRAPHIC PACKAGING HOLDING COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Common Stock
Capital in
Excess of Par
Value
(Accumulated
Deficit)
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests
Total Equity
In millions, except share amounts
Shares
Amount
Balances at December 31, 2021
307,103,551 $
3 $
2,046 $
66 $
(224) $
2 $
1,893
Net Income
—
—
—
522
—
—
522
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments
—
—
—
—
4
—
4
Pension and Postretirement Benefit Plans
—
—
—
—
(9)
—
(9)
Currency Translation Adjustment
—
—
—
—
(148)
(1)
(149)
Repurchase of Common Stock
(1,315,839)
—
(8)
(20)
—
—
(28)
Dividends Declared
—
—
—
(99)
—
—
(99)
Recognition of Stock-Based Compensation
—
—
16
—
—
—
16
Issuance of Shares for Stock-Based Awards
1,328,377
—
—
—
—
—
—
Balances at December 31, 2022
307,116,089 $
3 $
2,054 $
469 $
(377) $
1 $
2,150
Net Income
—
—
—
723
—
—
723
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments
—
—
—
—
3
—
3
Pension and Postretirement Benefit Plans
—
—
—
—
(4)
—
(4)
Currency Translation Adjustment
—
—
—
—
65
—
65
Repurchase of Common Stock
(2,389,224)
—
(14)
(40)
—
—
(54)
Dividends Declared
—
—
—
(123)
—
—
(123)
Recognition of Stock-Based Compensation
—
—
22
—
—
—
22
Issuance of Shares for Stock-Based Awards
1,331,950
—
—
—
—
—
—
Balances at December 31, 2023
306,058,815 $
3 $
2,062 $
1,029 $
(313) $
1 $
2,782
Net Income
—
—
—
658
—
—
658
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments
—
—
—
—
7
—
7
Currency Translation Adjustment
—
—
—
—
(149)
—
(149)
Repurchase of Common Stock
(7,243,734)
—
(46)
(156)
—
—
(202)
Dividends Declared
—
—
—
(121)
—
—
(121)
Recognition of Stock-Based Compensation
—
—
38
—
—
—
38
Issuance of Shares for Stock-Based Awards
1,348,291
—
—
—
—
—
—
Balances at December 31, 2024
300,163,372 $
3 $
2,054 $
1,410 $
(455) $
1 $
3,013
The accompanying notes are an integral part of the consolidated financial statements.
39
GRAPHIC PACKAGING HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
In millions
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
$
658 $
723 $
522
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization
557
619
553
Amortization of Deferred Debt Issuance Costs
6
6
9
Deferred Income Taxes
(119)
22
131
Amount of Postretirement Expense Less Than Funding
(3)
(5)
(18)
Gain on Disposal of Business
(75)
—
—
Asset Impairment Charges
—
29
96
Share Based Compensation Expense
62
44
34
Other, Net
23
14
(19)
Changes in Operating Assets and Liabilities, Net of Acquisitions (See Note 3)
(269)
(308)
(218)
Net Cash Provided by Operating Activities
840
1,144
1,090
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending
(1,169)
(781)
(522)
Packaging Machinery Spending
(34)
(23)
(27)
Acquisition of Businesses, Net of Cash Acquired
—
(361)
—
Proceeds from the Sale of Business
711
—
—
Beneficial Interest on Sold Receivables
250
184
125
Beneficial Interest Obtained in Exchange for Proceeds
(98)
(45)
(6)
Other, Net
(2)
1
(5)
Net Cash Used in Investing Activities
(342)
(1,025)
(435)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Common Stock
(200)
(54)
(28)
Payments on Debt
(23)
(26)
(14)
Proceeds from Issuance of Debt
750
—
—
Retirement of Long-Term Debt
(700)
—
(250)
Borrowings under Revolving Credit Facilities
4,584
4,449
3,929
Payments on Revolving Credit Facilities
(4,747)
(4,314)
(4,195)
Debt Issuance Costs
(9)
—
—
Repurchase of Common Stock related to Share-Based Payments
(25)
(22)
(18)
Dividends Paid
(122)
(123)
(92)
Other, Net
3
(16)
2
Net Cash Used in Financing Activities
(489)
(106)
(666)
Increase (Decrease) in cash and cash equivalents, including cash classified within assets held for sale
9
13
(11)
Less: Cash reclassified to Assets Held for Sale
1
—
5
Effect of Exchange Rate Changes on Cash
(15)
(1)
(6)
Net (Decrease) Increase in Cash and Cash Equivalents
(5)
12
(22)
Cash and Cash Equivalents at Beginning of Year
162
150
172
Cash and Cash Equivalents at End of Year
$
157 $
162 $
150
Non-cash Investing Activities:
Beneficial Interest Obtained in Exchange for Trade Receivables
$
160 $
141 $
118
Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities
$
104 $
70 $
52
Non-cash Financing Activities:
Right-of-Use Assets Obtained in Exchange for New Finance Lease Liabilities
$
1 $
— $
42
The accompanying notes are an integral part of the consolidated financial statements.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
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, a leading sustainable consumer packaging
provider, operates on a global basis, is one of the largest producers of cartons and containers for the packaging of consumer
goods and paperboard-based foodservice packaging solutions in the United States (“U.S.”) and Europe, and holds leading
market positions in paperboard used to produce consumer packaging solutions, including recycled, unbleached and bleached
paperboard.
The Company’s customers include many of the world’s most widely recognized companies and brands with prominent
market positions in beverage, food, foodservice and other consumer products. The Company strives to provide innovative
paperboard packaging solutions preferred by consumers. The Company delivers marketing and performance benefits to its
customers through its global packaging network, its proprietary carton and packaging designs, and its commitment to quality,
service, and environmental stewardship.
Basis of Presentation and Principles of Consolidation
The Company’s Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise
direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in
consolidation.
The Company is a party to a Japanese joint venture, Rengo Riverwood Packaging, Ltd. in which it holds a 50% ownership
interest that is accounted for using the equity method.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
(“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting
periods. Actual results could differ from these estimates, and changes in these estimates are recorded when known. Estimates
are used in accounting for, among other things, pension benefits, retained insurable risks, slow-moving and obsolete
inventory, allowance for doubtful accounts, useful lives for depreciation and amortization, impairment testing of goodwill
and long-lived assets, fair values related to acquisition accounting, fair value of derivative financial instruments, share based
compensation, deferred income tax assets and potential income tax assessments, and loss contingencies.
Cash and Cash Equivalents
Cash and cash equivalents include bank deposits and other marketable securities that are highly liquid with maturities of three
months or less.
Accounts Receivable and Allowances
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 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.
GRAPHIC PACKAGING HOLDING COMPANY
41
The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party
financial institutions. 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 included in Other Expense, Net in the Consolidated Statements of Operations. 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.
Receivables sold under all programs subject to continuing involvement, which consists principally of collection services,
were $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. As of December 31, 2024 and
2023, the Company sold receivables of $1,104 million and $1,136 million, respectively, related to these arrangements.
Accounts Payable and Supplier Finance Program
The Company has arranged a supplier finance program (“SFP”) with a financial intermediary, which provides certain
suppliers the option to be paid by the financial intermediary earlier than the due date on the applicable invoice. The
transactions are at the sole discretion of both the suppliers and financial institution, and GPHC is not a party to the
agreements and has no economic interest in the supplier’s decision to sell a receivable. The range of payment terms
negotiated by the Company with its suppliers is consistent, irrespective of whether a supplier participates in the program. The
agreement with the financial intermediary does not require GPHC to provide assets pledged as security or other forms of
guarantees for the supplier finance program. Amounts due to the Company’s suppliers that elected to participate in the SFP
program are included in Accounts Payable on the 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.
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 Consolidated Balance
Sheets were $198 million, $145 million, and $55 million as of December 31, 2024, 2023 and 2022, respectively.
Concentration of Credit Risk
The Company’s cash, cash equivalents, and accounts receivable are potentially subject to concentration of credit risk. Cash
and cash equivalents are placed with financial institutions that management believes are of high credit quality. Accounts
receivable are derived from revenue earned from customers located in the U.S. and internationally and generally do not
require collateral. For the years ended December 31, 2024, 2023, and 2022, no customer accounted for more than 10% of net
sales.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
42
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Inventories
Inventories are stated at the lower of cost and net realizable value with cost determined based on standard (which
approximates actual), average or actual cost. Work in progress and finished goods inventories are valued at the cost of raw
material consumed plus direct manufacturing costs (such as labor, utilities and supplies) as incurred and an applicable portion
of manufacturing overhead. Inventories are stated net of an allowance for slow-moving and obsolete inventory.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Improvements, renewals and extraordinary repairs that extend the life of
the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The Company’s cost and related
accumulated depreciation applicable to assets retired or sold are removed from the accounts and the gain or loss on
disposition is included in income from operations.
Interest is capitalized on assets under construction for one year or longer with an estimated spending of $1 million or more.
The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful
life. Capitalized interest was $34 million, $8 million and $5 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
The Company assesses its long-lived assets, including certain identifiable intangibles, for impairment whenever events or
circumstances indicate that the carrying value of an asset may not be recoverable. To analyze recoverability, the Company
projects future cash flows, undiscounted and before interest, over the remaining life of such assets. If these projected cash
flows are less than the carrying amount, an impairment would be recognized, resulting in a write-down of assets with a
corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amount
and the fair value of the assets. The Company assesses the appropriateness of the useful life of its long-lived assets
periodically.
Depreciation and Amortization
Depreciation is computed using the straight-line method based on the following estimated useful lives of the related assets:
Buildings
40 years
Land improvements
15 years
Machinery and equipment
3 to 40 years
Furniture and fixtures
10 years
Automobiles, trucks and tractors
3 to 5 years
Depreciation expense, including the depreciation expense of assets under finance leases, for 2024, 2023 and 2022 was $463
million, $528 million and $463 million, respectively.
Intangible Assets
Intangible assets with a determinable life are amortized on a straight-line or accelerated basis over their useful lives. The
amortization expense for each intangible asset is recorded in the Consolidated Statements of Operations according to the
nature of that asset.
43
Goodwill is the Company’s only intangible asset not subject to amortization. The following table displays the intangible
assets that continue to be subject to amortization and accumulated amortization expense as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
In millions
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Amortizable Intangible Assets:
Customer Relationships
$
1,470 $
(855) $
615
$
1,574 $
(796) $
778
Non-Compete Agreements
3
(1)
2
3
—
3
Patents, Trademarks, Licenses, Leases and
Developed Technology
170
(120)
50
157
(118)
39
Total
$
1,643 $
(976) $
667
$
1,734 $
(914) $
820
The Company recorded amortization expense for the years ended December 31, 2024, 2023 and 2022 of $94 million, $91
million and $90 million, respectively. The Company expects amortization expense for the next five consecutive years to be
approximately as follows: $57 million, $52 million, $51 million, $49 million, and $48 million.
Goodwill
The Company tests goodwill for impairment annually as of October 1, as well as whenever events or changes in
circumstances suggest that the estimated fair value of a reporting unit may no longer exceed its carrying amount.
The Company tests goodwill for impairment at the reporting unit level, which is an operating segment or a level below an
operating segment, which is referred to as a component. A component of an operating segment is a reporting unit if the
component constitutes a business for which discrete financial information is available and management regularly reviews the
operating results of that component. Two or more components of an operating segment are aggregated and deemed a single
reporting unit if the components have similar economic characteristics.
Potential goodwill impairment is measured at the reporting unit level by comparing the reporting unit’s carrying amount
(including goodwill), to the fair value of the reporting unit. When performing the quantitative analysis, the estimated fair
value of each reporting unit is determined by utilizing a discounted 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 EBITDA. If the carrying amount of a reporting unit exceeds its estimated fair value, goodwill is considered impaired. In
determining fair value, management relies on and considers a number of factors, including but not limited to, future operating
results, business plans, economic projections of revenues and operating margins, forecasts including future cash flows, and
market data and analysis, including market capitalization. The assumptions used are based on what a hypothetical market
participant would use in estimating fair value. Fair value determinations are sensitive to changes in the factors described
above. There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill
impairment.
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. However, the
Company performed a quantitative impairment test as of October 1, 2024, and concluded goodwill was not impaired for any
of its reporting units.
The following is a rollforward of goodwill by reportable segment:
In millions
Americas
Paperboard
Packaging
Europe
Paperboard
Packaging
Paperboard
Manufacturing
Corporate/
Other(a)
Total
Balance at December 31, 2022
$
980 $
481 $
506 $
12 $
1,979
Acquisition of Businesses(b)
42
—
59
—
101
Foreign Currency Effects
6
18
—
(1)
23
Balance at December 31, 2023
$
1,028 $
499 $
565 $
11 $
2,103
Acquisition of Businesses(b)
(2)
—
—
—
(2)
Disposal of business(c)
—
—
(68)
—
(68)
Foreign Currency Effects
(9)
(30)
—
(1)
(40)
Balance at December 31, 2024
$
1,017 $
469 $
497 $
10 $
1,993
(a) Includes Australia operating segment.
(b) Represents goodwill and final purchase accounting adjustments recorded for Bell and Tama, respectively.
(c) Relates to the Company's divestiture of its Augusta Paperboard Manufacturing Facility (see "Note 19 - Divestitures").
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
44
Asset Retirement Obligations
Asset retirement obligations are accounted for in accordance with the provisions of the Asset Retirement and Environmental
Obligations topic of the FASB Codification. A liability and asset are recorded equal to the present value of the estimated
costs associated with the retirement of long-lived assets where a legal or contractual obligation exists and the liability can be
reasonably estimated. The liability is accreted over time and the asset is depreciated over the remaining life of the asset. Upon
settlement of the liability, the Company will recognize a gain or loss for any difference between the settlement amount and
the liability recorded. Asset retirement obligations with indeterminate settlement dates are not recorded until such time that a
reasonable estimate may be made. The Company's asset retirement obligations consist primarily of landfill closure and post-
closure costs at certain of our paperboard manufacturing facilities. At December 31, 2024 and 2023, the Company had
liabilities of $12 million and $14 million, respectively. The liabilities are primarily reflected as Other Noncurrent Liabilities
on the Consolidated Balance Sheets.
International Currency
The functional currency of the international subsidiaries is usually the local currency for the country in which the subsidiaries
own their primary assets. The translation of the applicable currencies into U.S. dollars is performed for balance sheet
accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using an
average exchange rate during the period. Any related translation adjustments are recorded directly to a separate component of
Shareholders’ Equity, unless there is a sale or substantially complete liquidation of the underlying foreign investments. Gains
and losses on foreign currency transactions are included in Other Expense, Net in the Consolidated Statements of Operations,
for the period in which the exchange rate changes.
The Company pursues a currency hedging program which utilizes derivatives to reduce the impact of foreign currency
exchange fluctuations on its consolidated financial results. Under this program, the Company has entered into forward
exchange contracts in the normal course of business to hedge certain foreign currency denominated transactions. Realized
and unrealized gains and losses on these forward contracts are included in the measurement of the basis of the related foreign
currency transaction when recorded.
Revenue Recognition
The Company has two primary activities, manufacturing and the converting of paperboard for and into consumer packaging
made from renewable resources, from which it generates revenue from contracts with customers. Revenue is disaggregated
primarily by geography and type of activity as further explained in “Note 15 - Business Segment and Geographic Area
Information.” All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the
same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty
of revenue and related cash flows.
Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the
performance obligation by transferring control over the product or service to a customer, which is generally based on
shipping terms and passage of title under the point-in-time method of recognition. For the years ended December 31, 2024,
2023 and 2022, the Company recognized $8,775 million, $9,383 million and $9,410 million, respectively, of revenue from
contracts with customers.
The transaction price allocated to each performance obligation consists of the stand-alone selling price, estimates of rebates
and other sales or contract renewal incentives, and cash discounts and sales returns (“Variable Consideration”) and excludes
sales tax. Estimates are made for Variable Consideration based on contract terms and historical experience of actual results
and are applied to the performance obligations as they are satisfied. Purchases by the Company’s principal customers are
manufactured and shipped with minimal lead time, therefore performance obligations are generally satisfied shortly after
manufacturing and shipment. The Company uses standard payment terms that are consistent with industry practice.
The Company's contract assets consist primarily of contract renewal incentive payments to customers which are amortized
over the period in which performance obligations related to the contract renewal are satisfied. As of December 31, 2024 and
2023, contract assets were $24 million and $28 million, respectively. The Company's contract liabilities consist principally of
rebates, and as of December 31, 2024 and 2023 were $69 million and $60 million, respectively.
Retained Insurable Risks
It is the Company’s policy to self-insure or fund a portion of certain expected losses related to group health benefits and
workers’ compensation claims. Provisions for expected losses are recorded based on the Company’s estimates, on an
undiscounted basis, of the aggregate liabilities for known claims and estimated claims incurred but not reported.
Shipping and Handling
The Company includes shipping and handling costs in Cost of Sales.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
45
Research and Development
Research and development costs, which relate primarily to the development and design of new packaging machines and
products and are recorded as a component of Selling, General and Administrative expenses, are expensed as incurred.
Expenses for the years ended December 31, 2024, 2023 and 2022 were $17 million, $16 million, and $14 million,
respectively.
Business Combinations, Exit Activities and Other Special Items, Net
The following table summarizes the transactions recorded in Business Combinations, Exit Activities and Other Special Items,
Net in the Consolidated Statements of Operations for the year ended December 31:
In millions
2024
2023
2022
Charges Associated with Business Combinations(a)
$
2 $
4 $
23
Exit Activities(b)
54
47
10
(Gains)/Charges Associated with a Divestiture(c)
(66)
14
96
Other Special Items(d)
15
9
2
Total
$
5 $
74 $
131
(a) These costs relate to the Americraft Carton, Inc. (“Americraft”), AR Packaging Group AB (“AR Packaging”), Tama, and the Bell
acquisitions (see “Note 4 - Business Combinations”).
(b) Relates to the Company's closures of its three smaller recycled paperboard manufacturing facilities (which includes Tama), the closures
of multiple packaging facilities, and the discontinuation of the Texarkana swing capacity project (see “Note 18 - Exit Activities”).
(c) Includes the sale of the Augusta, Georgia bleached paperboard manufacturing facility (the “Augusta Divestiture”) in 2024 and the sale of
the Company's Russian operations in 2023 (see “Note 19 - Divestitures”).
(d) In 2024, these costs include $3 million related to the devaluation of the Nigerian Naira and $10 million related to the change in terms of
the 2024 grant of restricted stock units under the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive
Compensation Plan (the “2014 Plan”) (see “Note 5 - Stock Incentive Plans”). In 2023, $9 million related to the devaluation of the
Nigerian Naira in June 2023.
2024
On May 1, 2024, the Company completed the Augusta Divestiture to Clearwater Paper Corporation for a total consideration
of $711 million. The gain associated with this divestiture is included in (Gains)/Charges Associated with Divestitures in the
table above. For more information, see “Note 19 - Divestitures”.
During 2024, the Company decided to close multiple packaging facilities by the end of 2024 and early 2025. Production from
these facilities will be consolidated into other existing packaging facilities. Charges associated with this project are included
in Exit Activities in the table above. For more information, see “Note 18 - Exit Activities”. 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.
2023
On January 31, 2023, the Company completed the acquisition of Tama, a recycled paperboard manufacturing facility located
in Tama, Iowa. The costs associated with this acquisition were less than $1 million and are included in Charges Associated
with Business Combinations in the table above. For more information, see “Note 4 - Business Combinations”. Subsequently,
in the second quarter of 2023, the Company closed this facility. Charges associated with this project are included in Exit
Activities in the table above. For more information, see “Note 18 - Exit Activities”.
On February 7, 2023, the Company announced its plan to build a new recycled paperboard manufacturing facility in Waco,
Texas. In conjunction with the completion of this project, the Company expects to close two additional smaller recycled
paperboard manufacturing facilities in order to strategically expand capacity while lowering costs. Charges associated with
these closures are included in Exit Activities in the table above. For more information, see “Note 18 - Exit Activities”.
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 network. Charges associated with this project are included
in Exit Activities in the table above. For more information, see “Note 18 - Exit Activities”.
On September 8, 2023, the Company completed the acquisition of Bell, an independent packaging company for $262 million.
The acquisition included three packaging facilities located in South Dakota and Ohio and is reported within the Americas
Paperboard Packaging reportable segment. Charges Associated with this acquisition are included in Charges Associated with
Business Combinations in the table above. For more information, see “Note 4 - Business Combinations”.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
46
During the third quarter of 2023, the Company decided to discontinue its previously announced 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 coated recycled paperboard capacity. Through December 31, 2024, the
Company incurred charges of $16 million related to the write-off of assets, which were primarily engineering, permitting, and
consulting costs for this project. Charges associated with this project are included in Exit Activities in the table above. For
more information, see “Note 18 - Exit Activities”.
During the third quarter of 2023, the Company decided 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.
Through December 31, 2024, the Company incurred charges of $28 million related to the write-off of inventory, dismantling
of the recycled paperboard machine and accelerated depreciation for the assets included in Costs of Sales in the Company's
Consolidated Statements of Operations.
During 2022, the Company began the process of divesting its interest in its two packaging facilities in Russia (the “Russian
Operations”). 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. Impairment charges associated with this divestiture are included in (Gains)/Charges
Associated with a Divestiture in the table above. For more information, see “Note 19 - Divestitures”.
2022
In March 2022, the Company announced its decision to close the Norwalk, Ohio, packaging facility and closed the facility in
September 2022. Charges associated with this project are included in Exit Activities in the table above. For more information,
see “Note 18 - Exit Activities”.
In May 2022, the Company closed the Battle Creek, Michigan recycled paperboard manufacturing facility. Charges
associated with this project are included in Exit Activities in the table above. For more information, see “Note 18 - Exit
Activities”.
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”). 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.
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 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.
(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.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
47
Adoption of New Accounting Standards
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity
Securities Subject to Contractual Sale Restrictions. This ASU clarifies that contractual sale restrictions should not be
considered in measuring the fair value of equity securities. The Company adopted this standard in the first quarter of fiscal
2024 with no material impact on the Company’s financial position and results of operations.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced
disclosures about significant segment expenses and information used to assess segment performance. The Company adopted
this standard resulting in enhanced disclosures (see "Note 15 - Business Segments and Geographic Area Information"), with
no material impact on the Company’s financial position, results of operations, or cash flows.
Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
This ASU expands disclosures in an entity's income tax rate reconciliation table and regarding cash taxes paid both in the
U.S. and foreign jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. All entities should
apply the guidance prospectively but have the option to apply it retrospectively. Early adoption is permitted. The Company is
currently evaluating the impact of this ASU on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public companies
to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their
financial statements. This aims to improve investor insights into company performance. This ASU is effective for fiscal years
beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early
adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective
application. The Company is currently evaluating the impact of this ASU on its disclosures.
NOTE 2 — SUPPLEMENTAL BALANCE SHEET DATA
The following tables provide disclosure related to the components of certain line items included on the Consolidated Balance
Sheets.
Receivables, Net:
In millions
2024
2023
Trade
$
638 $
739
Less: Allowance
(17)
(23)
621
716
Other
138
119
Total
$
759 $
835
Inventories, Net by major class:
In millions
2024
2023
Finished Goods
$
552 $
602
Work in Progress
209
201
Raw Materials
724
684
Supplies
269
267
Total
$
1,754 $
1,754
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
48
Property, Plant and Equipment, Net:
In millions
2024
2023
Land and Improvements
$
188 $
195
Buildings(a)
1,068
1,122
Machinery and Equipment(b)
7,246
7,686
Construction-in-Progress
1,428
657
9,930
9,660
Less: Accumulated Depreciation(a)(b)
(4,672)
(4,668)
Total
$
5,258 $
4,992
(a) Includes gross assets under finance lease of $142 million and related accumulated depreciation of $36 million as of December 31, 2024,
and gross assets under finance lease of $146 million and related accumulated depreciation of $31 million as of December 31, 2023.
(b) Includes gross assets under finance lease of $40 million and related accumulated depreciation of $21 million as of December 31, 2024,
and gross assets under finance lease of $51 million and related accumulated depreciation of $21 million as of December 31, 2023.
Other Accrued Liabilities:
In millions
2024
2023
Accrued Payables(a)
$
164 $
61
Operating Lease Liabilities, current portion
63
62
Accrued Customer Rebates
52
48
Other Accrued Taxes
43
49
Deferred Revenue
35
30
Dividends Payable
30
31
Accrued Severance
22
6
Income Tax Payable
15
15
Unfavorable Supply Agreement
1
2
Fair Value of Derivatives, current portion
—
13
Other(b)
74
78
Total
$
499 $
395
(a) Accrued payables include a $96 million tax credit payable in 2025.
(b) Other accrued expenses include several types of expenses such as accrued bonus, external outside services and production costs.
NOTE 3 — SUPPLEMENTAL CASH FLOW INFORMATION
Cash Flow (Used In) Provided by Operations Due to Changes in Operating Assets and Liabilities, net of acquisitions:
In millions
2024
2023
2022
Receivables, Net
$
(152) $
(39) $
(184)
Inventories, Net
(124)
(117)
(268)
Other Current Assets
(14)
(15)
2
Other Assets
(9)
(19)
(1)
Accounts Payable
(25)
(140)
132
Compensation and Employee Benefits
(87)
(25)
87
Income Taxes
1
7
(2)
Interest Payable
10
12
16
Other Accrued Liabilities
122
(22)
(11)
Other Noncurrent Liabilities
9
50
11
Total
$
(269) $
(308) $
(218)
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
49
Cash paid for interest and cash paid, net of refunds, for income taxes was as follows:
In millions
2024
2023
2022
Interest
$
215 $
221 $
176
Income Taxes
281
157
43
NOTE 4 — BUSINESS COMBINATIONS
The Company accounts for acquisitions as business combinations using the acquisition method of accounting in accordance
with ASC 805, Business Combinations (“ASC 805”).
Bell Incorporated
On September 8, 2023, the Company completed the acquisition of Bell, adding three packaging facilities in Sioux Falls,
South Dakota and Groveport, Ohio for $262 million, using existing cash and borrowings under its revolving credit facility.
The final purchase price allocation is as follows:
In millions
Amounts Recognized as of Acquisition Date (as adjusted)
Purchase Price
$
262
Cash & Cash Equivalents
3
Receivables, Net
19
Inventories, Net
17
Property, Plant and Equipment
30
Intangible Assets(a)
161
Other Assets
15
Total Assets Acquired
245
Current Liabilities
11
Other Noncurrent Liabilities
12
Total Liabilities Assumed
23
Net Assets Acquired
222
Goodwill
40
Purchase Consideration Transferred
$
262
(a) Intangible Assets primarily consists of Customer Relationships with a weighted average life of approximately 15 years.
During the second quarter of 2024, the Company finalized the acquisition accounting adjustments for Bell and the purchase
price has been allocated to assets acquired and liabilities assumed based on the fair values as of the acquisition date. The
excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is expected to be
deductible for tax purposes, and is reported within the Americas Paperboard Packaging reportable segment.
Tama Paperboard, LLC
On January 31, 2023, the Company completed the acquisition of Tama, a recycled paperboard manufacturing facility in
Tama, Iowa, from Greif Packaging LLC for approximately $100 million, using existing cash and borrowings under its
revolving credit facility.
During the second quarter of 2023, the Company finalized the acquisition accounting adjustments for Tama and the purchase
price has been allocated to assets acquired and liabilities assumed based on the fair values as of the acquisition date. The
excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is expected to be
deductible for tax purposes, and is reported within the Paperboard Manufacturing reportable segment.
Proforma disclosures were omitted for the Bell and Tama acquisitions as they do not have a significant impact on the
Company’s financial results.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
50
NOTE 5 — DEBT
Short-Term Debt and Current Portion of Long-Term Debt is comprised of the following:
In millions
2024
2023
Short Term Borrowings(a)
$
18 $
18
Current Portion of Finance Leases
7
7
Current Portion of Long-Term Debt(b)
14
739
Total Short-Term Debt and Current Portion of Long-Term Debt
$
39 $
764
(a) Short-term borrowings are principally at the Company’s international subsidiaries. The weighted average interest rate on short-term
borrowings as of December 31, 2024 and 2023 was 6.5%.
(b) The December 31, 2023 balance includes the 0.821% Senior Notes redeemed April 2024 and the 4.125% Senior Notes redeemed August
2024.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
51
Long-Term Debt is comprised of the following:
In millions
2024
2023
Senior Notes with interest payable semi-annually at 0.821%, effective rate of 0.82%,
payable in 2024(a)
$
— $
400
Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.13%,
payable in 2024(b)
—
300
Senior Notes with interest payable semi-annually at 1.512%, effective rate of 1.52%,
payable in 2026(a)
400
400
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.77%,
payable in 2027(a)
300
300
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.52%,
payable in 2028(a)
450
450
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.53%,
payable in 2029(a)
350
350
Senior Notes (€290 million) with interest payable semi-annually at 2.625%, effective rate
of 2.65%, payable in 2029(a)
300
321
Senior Notes with interest payable semi-annually at 3.75%, effective rate of 3.78%,
payable in 2030(a)
400
400
Senior Notes with interest payable semi-annually at 6.375%, effective rate of 6.45%,
payable in 2032(a)
500
—
Green Bond, net of unamortized premium with interest payable at 4.00%, effective rate of
1.71%, payable in 2026(a)
104
106
Senior Secured Term Loan A-2 Facility with interest payable quarterly at 2.67%, effective
rate of 2.68% payable in 2028(a)
425
425
Senior Secured Term Loan A-3 Facility with interest payable monthly payable at floating
rates (6.44% at December 31, 2024), effective rate of 6.46%, payable in 2028(a)
250
250
Senior Secured Term Loan A-5 Facility with interest payable monthly payable at floating
rates (6.40% at December 31, 2024), effective rate of 6.42%, payable in 2029(a)
50
—
Senior Secured Term Loan A-6 Facility with interest payable monthly payable at floating
rates (6.40% at December 31, 2024), effective rate of 6.42%, payable in 2029(a)
200
—
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates
(6.15% at December 31, 2024) payable through 2029(a)
497
508
Senior Secured Term Loan Facility (€200 million) with interest payable at various dates at
floating rates (4.35% at December 31, 2024) payable through 2029(a)
207
227
Senior Secured Revolving Credit Facilities with interest payable at floating rates (5.96% at
December 31, 2024) payable in 2029(a)(c)
610
774
Finance Leases
145
161
Other
3
6
Total Long-Term Debt Including Current Portion
5,191
5,378
Less: Current Portion
21
746
Total Long-Term Debt Excluding Current Portion
5,170
4,632
Less: Unamortized Deferred Debt Issuance Costs
25
23
Total Long-Term Debt
$
5,145 $
4,609
(a) Guaranteed by Graphic Packaging International Partners, LLC, a Delaware limited liability company and a wholly-owned subsidiary of
the Company (“GPIP”) and certain domestic subsidiaries.
(b) Guaranteed by GPHC and certain domestic subsidiaries.
(c) The weighted average effective interest rates for the Company’s Senior Secured Revolving Credit Facilities were 6.65% and 6.61% as of
December 31, 2024 and 2023, respectively.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
52
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.
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. 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. 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.
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”). 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.
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.
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”). 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. 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.
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. Patronage
payable each year is variable and based on the individual financial performance of each of the member banks then
participating in the loan. 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 Graphic Packaging International, LLC, a Delaware limited liability company and a direct subsidiary of
GPIP (“GPIL”) entered into Amendment No. 3 to the Fourth Amended and Restated Credit Agreement (the “Third
Amendment”). The Third Amendment provides for a future replacement floating interest rate benchmark (the Canadian
Overnight Repo Rate Average “CORRA”) to take effect upon the cessation of the Canadian Dollar Offered Rate (“CDOR”)
for Canadian Dollar borrowings under the domestic revolving credit facility. The Third Amendment also modified the
borrowing mechanics for certain term Secured Overnight Financing Rate (“SOFR”) loans under the domestic revolving line
of credit.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
53
The following describes the Company's senior secured term loans and revolving credit facilities within the Fifth Amended
and Restated Credit Agreement (a):
Facility
Commitment at 12/31/24
Provision
Expiration
Domestic Revolving Credit Facility
$1,900 million
Extended Maturity from April 1,
2026 to June 1, 2029. Increased by
$50 million.
June 2029
European Revolving Credit Facility
€170 million
Extended Maturity from April 1,
2026 to June 1, 2029.
June 2029
Japanese Revolving Credit Facility
¥1,650 million
Extended Maturity from April 1,
2026 to June 1, 2029.
June 2029
Term Loan A-1
$496.9 million
Extended Maturity from April 1,
2026 to June 1, 2029.
June 2029
Incremental EURO Term Facility
€200 million
Extended Maturity from April 1,
2026 to June 1, 2029. Increased by
€0.5 million.
June 2029
Term Loan A-2
$425 million
No Change
January 2028
Term Loan A-3
$250 million
No Change
July 2028
Term Loan A-5
$50 million
No Change
June 2029
Term Loan A-6
$200 million
No Change
June 2029
(a) The Company's obligations under the Fifth Amended and Restated Credit Agreement (the “Current Credit Agreement”) are secured by
substantially all of the Company's domestic assets.
At December 31, 2024, the Company and its U.S. and international subsidiaries had the following commitments, amounts
outstanding and amounts available under revolving credit facilities:
In millions
Total
Commitments
Total
Outstanding
Total Available
Senior Secured Domestic Revolving Credit Facility(a)
$
1,900 $
610 $
1,288
Senior Secured International Revolving Credit Facilities
186
—
186
Other International Facilities
49
21
28
Total
$
2,135 $
631 $
1,502
(a) In accordance with its debt agreements, the Company's availability under its revolving credit facilities has been reduced by the amount of
standby letters of credit issued of $2 million as of December 31, 2024, which expire at various dates through 2025 unless extended. The
Company also had $30 million of standby letters of credit issued under a separate unsecured facility as of December 31, 2024, which do
not have any impact on the Company's availability under it's revolving credit facilities. The standby letters of credit are primarily related
to the Company's workers' compensation programs and project development activities.
Long-Term Debt maturities (excluding finance leases) are as follows:
In millions
2025
$
14
2026
527
2027
335
2028
1,160
2029
2,108
After 2029
902
Total
$
5,046
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
54
Covenant Agreements
The Covenants in 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. Additional covenants contained in the Current Credit Agreement and the Indentures may, among other things,
restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase
stock, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions,
modify terms of the Indentures, engage in mergers or consolidations, change the business conducted by the Company and its
subsidiaries, and engage in certain transactions with affiliates. Such restrictions could limit the Company’s ability to respond
to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take
advantage of business opportunities.
As of December 31, 2024, the Company was in compliance with the covenants in the Current Credit Agreement and the
Indentures.
NOTE 6 — LEASES
The Company determines if a contract is or contains a lease at inception. The Company has operating and finance leases for
warehouses, corporate and regional offices, and machinery and equipment. The Company enters into lease contracts ranging
from one to 25 years with the majority of leases having terms of three to seven years, many of which include options to
extend in various increments. Variable lease costs consist primarily of variable warehousing costs, common area
maintenance, taxes, and insurance. The Company’s leases do not have any significant residual value guarantees or restrictive
covenants.
As the implicit rate is not readily determinable for most of the Company’s leases agreements, the Company uses an estimated
incremental borrowing rate to determine the initial present value of lease payments. These discount rates for leases are
calculated using the Company's credit spread adjusted for current market factors, including fixed rate swaps, EURIBOR, and
foreign currency rates.
The components of lease costs are as follows:
Year Ended December 31,
In millions
2024
2023
Finance lease costs:
Amortization of right-of-use asset
$
8 $
14
Interest on lease liabilities
8
9
Operating lease costs
78
86
Short-term lease costs
39
29
Variable lease costs
23
14
Total lease costs, net
$
156 $
152
Supplemental cash flow information related to leases was as follows:
Year Ended December 31,
In millions
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
74 $
84
Operating cash flows from finance leases
8
9
Financing cash flows from finance leases
7
9
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
104
70
Finance leases
1
—
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
55
Supplemental balance sheet information related to leases was as follows:
December 31,
In millions, except lease term and discount rate
Balance Sheet Classification
2024
2023
Operating Leases:
Operating lease right-of-use asset
Other Assets
$
256
$
228
Current operating lease liabilities
Other Accrued Liabilities
$
63
$
62
Noncurrent operating lease liabilities
Other Noncurrent Liabilities
209
189
Total operating lease liabilities
$
272
$
251
Finance Leases:
Property, Plant and Equipment
$
182
$
197
Accumulated depreciation
(57)
(52)
Property, Plant and Equipment, net
$
125
$
145
Current finance lease liabilities
Short-Term Debt and Current Portion of
Long-Term Debt
$
7
$
7
Noncurrent finance lease liabilities
Long-Term Debt
138
154
Total finance lease liabilities
$
145
$
161
Weighted Average Remaining Lease Term (Years):
Operating leases
7
6
Finance leases
15
16
Weighted Average Discount Rate:
Operating leases
4.60 %
4.10 %
Finance leases
5.28 %
5.17 %
Maturities of lease liabilities are as follows:
In millions
Year ending December 31,
Operating Leases
Finance Leases
2025
$
73 $
15
2026
58
14
2027
46
14
2028
33
15
2029
23
15
Thereafter
85
142
Total lease payments
$
318 $
215
Less imputed interest
(46)
(70)
Total
$
272 $
145
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
56
NOTE 7 — STOCK INCENTIVE PLANS
The Company has one active equity compensation plan from which new grants may be made, the Graphic Packaging Holding
Company 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”). Prior to the approval of the 2024 Plan and the
expiration of the 2014 Plan, the Company made all new grants under the 2014 Plan. The 2024 Plan and 2014 Plan allow for
granting shares of stock, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), restricted stock
awards (“RSAs”), and other types of stock-based and cash awards. Awards under the 2024 Plan and 2014 Plan vest and
expire in accordance with terms established at the time of grant. Shares issued pursuant to awards under the 2024 Plan and
2014 Plan are from GPHC’s authorized but unissued shares. Compensation costs are recognized on a straight-line basis over
the requisite service period of the award and are adjusted for actual performance for performance-based awards. As of
December 31, 2024, there were 11.1 million shares remaining available to be granted under the 2024 Plan.
Stock Awards, Restricted Stock and Restricted Stock Units
Under the 2024 and 2014 Plans and related RSU grant agreements, RSUs granted to employees generally vest and become
payable in one to three years from the date of grant. RSUs granted to employees generally contain some combination of
service and performance objectives based on various financial targets that must be met for the RSUs to vest, and a relative
total shareholder return modifier. The 2022 and 2023 award agreements contain vesting provisions that allow retiring
employees to vest on a daily pro-rata basis from the date of grant through their retirement date. In the 2024 grant agreements,
the vesting provisions were changed to allow retiring employees to vest in full upon an eligible retirement. This change
required the Company to accelerate the recognition of the compensation expense for the 2024 grants for active retirement-
eligible employees. Retirement eligibility is dependent upon meeting certain age and/or years of service and notice
requirements.
RSUs granted as deferred compensation for non-employee directors are fully vested but not payable until the distribution date
elected by the director. Stock awards issued to non-employee directors as part of their compensation for service on the Board
are unrestricted on the grant date.
Data concerning RSUs and Stock Awards granted in the years ended December 31 is as follows:
2024
2023
2022
RSUs - Employees and Non-Employee Directors
1,581,341
1,780,345
1,943,769
Weighted-average grant date fair value
$
24.67 $
23.74 $
20.19
Stock Awards - Board of Directors
23,540
25,588
34,160
Weighted-average grant date fair value
$
27.19 $
25.01 $
20.49
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
57
A summary of the changes in the number of unvested RSUs from December 31, 2021 to December 31, 2024 is presented
below:
RSUs
Weighted Average
Grant Date Fair Value
Outstanding - December 31, 2021
4,929,861 $
14.47
Granted(a)
1,943,769
20.19
Released
(2,180,435)
12.34
Forfeited
(193,145)
17.59
Performance adjustment(b)
324,814
12.52
Outstanding - December 31, 2022
4,824,864 $
17.48
Granted(a)
1,780,345
23.74
Released
(2,313,891)
15.62
Forfeited
(102,583)
20.21
Performance adjustment(b)
753,702
15.59
Outstanding - December 31, 2023
4,942,437 $
20.20
Granted(a)
1,581,341
24.67
Released
(2,312,785)
16.08
Forfeited
(279,181)
21.36
Performance adjustment(b)
865,788
15.59
Outstanding - December 31, 2024
4,797,600 $
22.31
(a) Grant activity for all performance-based RSUs is disclosed at target.
(b) Reflects the number of RSUs paid out above target levels based on actual performance measured at the end of the performance period.
The initial value of the service-based RSUs is generally based on the closing market value of GPHC’s common stock on the
date of grant, discounted to reflect that the RSUs do not accrue dividends during the vesting period. The 2024 performance-
based RSU grants were valued using a Monte Carlo simulation as the total shareholder return contains a market condition.
RSUs are recorded in Shareholders' Equity. The unrecognized expense at December 31, 2024 is approximately $37
million and is expected to be recognized over a weighted average period of 2 years.
The value of stock awards granted to the Company's directors as compensation are based on the market value of GPHC’s
common stock on the date of grant. These awards are unrestricted on the date of grant.
During 2024, 2023, and 2022, $52 million, $44 million and $34 million, respectively, were charged to compensation expense
for stock incentive plans and such amounts are included in Selling, General and Administrative expenses in the Consolidated
Statements of Operations. In addition, during 2024 $10 million was charged to compensation expense for the incremental
expense related to the change of vesting provisions in the 2024 grants and included in Business Combinations, Exit Activities
and Other Special Items, Net in the Consolidated Statements of Operations.
During 2024, 2023, and 2022, RSUs with an aggregate fair value of $61 million, $54 million and $44 million, respectively,
vested and were paid out. The RSUs vested and paid out in 2024 were granted primarily during 2021.
NOTE 8 — PENSIONS AND OTHER POSTRETIREMENT BENEFITS
DEFINED BENEFIT PLANS
The Company maintains both defined benefit pension plans and postretirement health care plans that provide medical and life
insurance coverage to eligible salaried and hourly retired employees in North America and their dependents. The Company
maintains international defined benefit pension plans which are either noncontributory or contributory and are funded in
accordance with applicable local laws. Pension or termination benefits are based primarily on years of service and the
employee's compensation. Currently, the North American plans are closed to newly-hired employees.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
58
Pension and Postretirement Expense
The pension and postretirement expenses related to the Company’s plans consisted of the following:
Pension Benefits
Postretirement Benefits
Year Ended December 31,
Year Ended December 31,
In millions
2024
2023
2022
2024
2023
2022
Components of Net Periodic Cost:
Service Cost
$
6 $
9 $
14 $
— $
— $
—
Interest Cost
22
22
12
1
2
1
Expected Return on Plan Assets
(22)
(23)
(21)
—
—
—
Amortization:
Amortization of Actuarial Loss (Gain)
4
5
3
(2)
(3)
(2)
Net Curtailment Loss
1
—
—
—
—
—
Net Periodic Cost (Benefit)
$
11 $
13 $
8 $
(1) $
(1) $
(1)
Certain assumptions used in determining the pension and postretirement expenses were as follows:
Pension Benefits
Postretirement Benefits
Year Ended December 31,
Year Ended December 31,
2024
2023
2022
2024
2023
2022
Weighted Average Assumptions:
Discount Rate
4.69 %
4.86 %
2.46 %
4.96 %
5.12 %
2.92 %
Rate of Increase in Future Compensation Levels
2.90 %
3.16 %
1.80 %
— %
—
—
Expected Long-Term Rate of Return on Plan
Assets
5.93 %
5.59 %
3.86 %
— %
—
—
Initial Health Care Cost Trend Rate
—
—
—
8.50 %
7.25 %
6.15 %
Ultimate Health Care Cost Trend Rate
—
—
—
4.45 %
4.50 %
4.50 %
Ultimate Year
—
—
—
2033
2032
2031
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
59
Funded Status
The following table sets forth the funded status of the Company’s pension and postretirement plans as of December 31:
Pension Benefits
Postretirement Benefits
In millions
2024
2023
2024
2023
Change in Benefit Obligation:
Benefit Obligation at Beginning of Year
$
494
$
471
$
26
$
26
Service Cost
6
9
—
—
Interest Cost
22
22
1
2
Net Actuarial Loss (Gain)
(24)
10
(2)
—
Foreign Currency Exchange
(8)
10
—
—
Curtailment Loss
1
—
—
—
Benefits Paid
(29)
(28)
(1)
(2)
Acquisition
1
—
—
—
Other
1
—
—
—
Benefit Obligation at End of Year
$
464
$
494
$
24
$
26
Change in Plan Assets:
Fair Value of Plan Assets at Beginning of Year
$
427
$
397
$
—
$
—
Actual Return on Plan Assets
(4)
34
—
—
Employer Contributions
12
14
1
2
Foreign Currency Exchange
(6)
10
—
—
Benefits Paid
(29)
(28)
(1)
(2)
Acquisition
1
—
—
—
Other
(1)
—
—
—
Fair Value of Plan Assets at End of Year
$
400
$
427
$
—
$
—
Plan Assets Less than Projected Benefit Obligation
$
(64) $
(67) $
(24) $
(26)
Amounts Recognized on the Consolidated Balance
Sheets Consist of:
Pension Assets
$
13
$
18
$
—
$
—
Accrued Pension and Postretirement Benefits
Liability — Current
$
(4) $
(4) $
(3) $
(3)
Accrued Pension and Postretirement Benefits
Liability — Noncurrent
$
(73) $
(81) $
(21) $
(23)
Accumulated Other Comprehensive Income:
Net Actuarial Loss (Gain)
$
81
$
83
$
(1) $
—
Prior Service Cost (Credit)
$
3
$
4
$
(19) $
(19)
Weighted Average Calculations:
Discount Rate
5.33 %
4.69 %
5.55 %
4.96 %
Rates of Increase in Future Compensation Levels
3.02 %
2.90 %
—
—
Initial Health Care Cost Trend Rate
—
—
9.35 %
8.50 %
Ultimate Health Care Cost Trend Rate
—
—
4.50 %
4.45 %
Ultimate Year
—
—
2034
2033
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
60
The Company determined pension expense using both the fair value of assets and a calculated value that averages gains and
losses over a period of years. Investment gains or losses represent the difference between the expected and actual return on
assets. As of December 31, 2024, the net actuarial loss in accumulated other comprehensive loss was $81 million. These net
losses may increase future pension expense if not offset by (i) actual investment returns that exceed the assumed investment
returns, or (ii) other factors, including reduced pension liabilities arising from higher discount rates used to calculate pension
obligations, or (iii) other actuarial gains, including whether such accumulated actuarial losses at each measurement date
exceed the “corridor” determined under the Compensation — Retirement Benefits topic of the FASB Codification. For the
largest plan, the actuarial loss is amortized over the average remaining service period of employees expected to receive
benefits.
The discount rate used to determine the present value of future pension obligations at December 31, 2024 was based on a
yield curve constructed from a portfolio of high-quality corporate debt securities with maturities ranging from 1 year to
30 years. Each year’s expected future benefit payments were discounted to their present value at the spot yield curve rate
thereby generating the overall discount rate for the Company’s pension obligations. The weighted average discount rate used
to determine the pension obligations was 5.33% and 4.69% in 2024 and 2023, respectively.
The pension net actuarial gain of $24 million was primarily due to changes in the discount rate. The weighted average
discount rate at December 31, 2024 was 5.33% compared to 4.69% at December 31, 2023.
Accumulated Benefit Obligation
The accumulated benefit obligation, (“ABO”), for all defined benefit pension plans was $462 million and $491 million at
December 31, 2024 and 2023, respectively. The projected benefit obligation (“PBO”) and fair value of plan assets where the
PBO exceeded plan assets were $312 million and $323 million at December 31, 2024 and 2023, respectively. The ABO and
fair value of plan assets where the ABO exceeded plan assets were $310 million and $319 million at December 31, 2024 and
2023, respectively.
Employer Contributions
The Company made $12 million and $15 million of contributions to its pension plans during 2024 and 2023, respectively.
The Company expects to make contributions in the range of $10 million to $15 million in 2025.
The Company also made postretirement health care benefit payments of $1 million and $2 million during 2024 and 2023,
respectively. For 2025, the Company expects to make approximately $2 million of contributions to its postretirement health
care plans.
Pension Assets
The Company’s overall investment strategy is to achieve a mix of investments for long-term growth and near-term benefit
payments through diversification of asset types, fund strategies and fund managers. Investment risk is measured on an on-
going basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews.
The plans invest in the following major asset categories: cash, equity securities, fixed income securities, real estate and
diversified growth funds. At December 31, 2024 and 2023, pension investments did not include any direct investments in the
Company’s stock or the Company’s debt.
The Company implemented a de-risking or liability driven investment strategy for its North America. and U.K. pension
plans. This strategy moved assets from return seeking (equities) to investments that mirror the underlying benefit obligations
(fixed income).
The weighted average allocation of plan assets and the target allocation by asset category is as follows:
Target
2024
2023
Cash
1 %
— %
2 %
Equity Securities
18
27
25
Fixed Income Securities
77
68
65
Other Investments
4
5
8
Total
100 %
100 %
100 %
The plans’ investment in equity securities primarily includes investments in U.S. and international companies of varying sizes
and industries. The strategy of these investments is to 1) exceed the return of an appropriate benchmark for such equity
classes and 2) through diversification, reduce volatility while enhancing long term real growth.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
61
The plans’ investment in fixed income securities includes government bonds, investment grade bonds and non-investment
grade bonds across a broad and diverse issuer base. The strategy of these investments is to provide income and stability and
to diversify the fixed income exposure of the plan assets, thereby reducing volatility.
The Company’s approach to developing the expected long-term rate of return on pension plan assets is based on fair values
and combines an analysis of historical investment performance by asset class, the Company’s investment guidelines and
current and expected economic fundamentals.
The following tables set forth, by category and within the fair value hierarchy, the fair value of the Company’s pension assets
at December 31, 2024 and 2023:
Fair Value Measurements at December 31, 2024
In millions
Total
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs (Level 3)
Net Asset Value at
December 31,
2024(b)
Asset Category:
Cash
$
(1) $
3 $
(7) $
— $
3
Equity Securities:
Domestic
102
3
1
—
98
Foreign
5
5
—
—
—
Fixed Income Securities
271
96
175
—
—
Other Investments:
Diversified growth fund(a)
15
—
3
12
—
Insurance Contracts
8
—
—
8
—
Total
$
400 $
107 $
172 $
20 $
101
Fair Value Measurements at December 31, 2023
In millions
Total
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs (Level 3)
Net Asset Value at
December 31,
2023(b)
Asset Category:
Cash
$
7 $
2 $
2 $
— $
3
Equity Securities:
Domestic
101
3
1
—
97
Foreign
6
6
—
—
—
Fixed Income Securities
281
21
259
1
—
Other Investments:
Diversified growth fund(a)
23
—
15
8
—
Insurance Contracts
9
—
—
9
—
Total
$
427 $
32 $
277 $
18 $
100
(a) The fund invests in a combination of traditional investments (equities, bonds, and foreign exchange), seeking to achieve returns through
active asset allocation over a three to five-year horizon.
(b) Investments that are measured at net asset value (or its equivalent) as a practical expedient have not been classified in the fair value
hierarchy.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
62
A reconciliation of fair value measurements of plan assets using significant unobservable inputs (Level 3) is as follows:
In millions
2024
2023
Balance at January 1,
$
18 $
33
Transfers In (Out), Net
2
(17)
Foreign Currency Exchange
—
2
Balance at December 31,
$
20 $
18
Estimated Future Benefit Payments
The following represents the Company’s estimated future pension and postretirement health care benefit payments through
the year 2034:
In millions
Pension Plans
Postretirement Health Care
Benefits
2025
$
30 $
2
2026
32
2
2027
33
2
2028
34
2
2029
34
2
2030— 2034
178
9
Multi-Employer Plans
Certain of the Company’s employees participate in multi-employer plans that provide both pension and other postretirement
health care benefits to employees under union-employer organization agreements.
Estimated liabilities have been established related to the partial or complete withdrawal from certain multi-employment
benefit plans for facilities that have been closed. At December 31, 2024 and December 31, 2023, the Company has
withdrawal liabilities of $16 million and $17 million, respectively, related to these plans, which is recorded as Compensation
and Employee Benefits and Other Noncurrent Liabilities on the Consolidated Balance Sheets, which represents the
Company's best estimate of the expected withdrawal liability.
DEFINED CONTRIBUTION PLANS
The Company provides defined contribution plans for certain eligible employees. The Company’s contributions to the plans
are based upon employee contributions, a percentage of eligible compensation, and the Company’s annual operating results.
Contributions to these plans for the years ended December 31, 2024, 2023 and 2022 were $93 million, $87 million and $73
million, respectively.
NOTE 9 — INCOME TAXES
The U.S. and international components of Income before Income Taxes and Equity Income of Unconsolidated Entity
consisted of the following:
Year Ended December 31,
In millions
2024
2023
2022
U.S.
$
790 $
852 $
683
International
96
80
33
Income before Income Taxes and Equity Income of Unconsolidated
Entity
$
886 $
932 $
716
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
63
The provisions for Income Tax (Expense) Benefit on Income before Income Taxes and Equity Income of Unconsolidated
Entity consisted of the following:
Year Ended December 31,
In millions
2024
2023
2022
Current Expense:
U.S.
$
(306) $
(150) $
(25)
International
(42)
(38)
(38)
Total Current
$
(348) $
(188) $
(63)
Deferred (Expense) Benefit:
U.S.
$
106 $
(49) $
(137)
International
13
27
6
Total Deferred
119
(22)
(131)
Income Tax Expense
$
(229) $
(210) $
(194)
A reconciliation of Income Tax Expense on Income before Income Taxes and Equity Income of Unconsolidated Entity at the
federal statutory rate of 21.0% compared with the Company’s actual Income Tax (Expense) Benefit is as follows:
Year Ended December 31,
In millions
2024
Percent
2023
Percent
2022
Percent
Income Tax Expense at U.S. Statutory Rate
$
(186)
21.0 % $
(196)
21.0 % $
(150)
21.0 %
U.S. State and Local Tax Expense
(38)
4.2
(34)
3.6
(29)
4.1
Permanent Items
3
(0.3)
2
(0.3)
2
(0.3)
Provision to Return Adjustments
2
(0.2)
(3)
0.3
4
(0.5)
Change in Valuation Allowance
(10)
1.1
19
(2.1)
(21)
2.9
Foreign Exchange Impacts
7
(0.8)
(7)
0.8
22
(3.1)
International Tax Rate Differences
(3)
0.3
(4)
0.5
(6)
0.8
U.S. Federal & State Tax Credits
16
(1.8)
22
(2.3)
9
(1.3)
Russia Impairment
—
—
(3)
0.3
(20)
2.8
Tax Effects Released from OCI
—
—
—
—
(10)
1.4
Goodwill Related to Dispositions
(14)
1.6
—
—
—
—
Other
(6)
0.7
(6)
0.7
5
(0.6)
Income Tax Expense
$
(229)
25.8 % $
(210)
22.5 % $
(194)
27.2 %
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 2023 is 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 certain
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 Company also recognized income tax expense of $7 million related to unrealized foreign currency
activity for intercompany loans where the entity’s functional currency and the loan denomination are different than the tax
reporting currency (primarily in Sweden).
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
64
During 2022, tax expense differs from the amount at the statutory rate by $20 million due to impairment charges from the
planned sale of the Company's Russian business that resulted in no corresponding tax benefit and due to the recording of
$10 million of tax expense to release the tax expense remaining in Other Comprehensive Income after the settlement of
certain swaps. The Company also recognized tax benefits of approximately $22 million related to deferred tax assets and
liabilities recognized on unrealized foreign currency activity for intercompany loans where the entity’s functional currency
and the loan denomination currency are different than the tax reporting currency (primarily in Sweden). However, a valuation
allowance of approximately $25 million was recorded during the year against deferred tax assets in Sweden, including the
deferred tax asset related to the unrealized foreign currency activity. Additionally, the Company recorded a tax benefit of
approximately $5 million related to the release of a valuation allowance recorded against the net deferred tax assets of its
Brazilian subsidiary based on historic earnings.
The tax effects of differences that give rise to significant portions of the deferred income tax assets and deferred income tax
liabilities as of December 31 were as follows:
In millions
2024
2023
Deferred Income Tax Assets:
Compensation Based Accruals
$
18 $
34
Net Operating Loss Carryforwards
67
74
Postretirement Benefits
23
24
Tax Credits
8
8
Capitalized Research & Development Costs
89
64
Other
84
89
Valuation Allowance
(45)
(37)
Total Deferred Income Tax Assets
$
244 $
256
Deferred Income Tax Liabilities:
Property, Plant and Equipment
$
(568) $
(672)
Goodwill & Other Intangibles
(241)
(263)
Other
(3)
(3)
Net Noncurrent Deferred Income Tax Liabilities
(812)
(938)
Net Deferred Income Tax Liability
$
(568) $
(682)
The Company has evaluated the need to maintain a valuation allowance for deferred tax assets based on its assessment of
whether it is more likely than not that deferred tax assets will be realized through the generation of future taxable income.
Appropriate consideration was given to all available evidence, both positive and negative, in assessing the need for a
valuation allowance. The Company reviewed its deferred income tax assets as of December 31, 2024 and 2023, respectively,
and determined that it is more likely than not that a portion will not be realized. A valuation allowance of $45 million and $37
million as of December 31, 2024 and 2023, respectively, is maintained on the deferred income tax assets for which the
Company has determined that realization is not more likely than not. Of the total valuation allowance at December 31, 2024,
$42 million relates to net deferred tax assets in various foreign jurisdictions and $3 million relates to credit carryforwards in
certain U.S. states as well as U.S. foreign tax credit carryforwards. The need for a valuation allowance is made on a
jurisdiction-by-jurisdiction basis. As of December 31, 2024, the Company concluded that due to cumulative pretax losses and
the lack of sufficient future taxable income of the appropriate character, realization is not more likely than not on the net
deferred income tax assets related to the Company’s operations in Australia as well as certain operations in Germany, Nigeria
and Sweden.
The following table represents a summary of the valuation allowances against deferred tax assets as of and for the three years
ended December 31, 2024, 2023, and 2022, respectively:
In millions
Additions
Deductions
December 31,
Balance at
Beginning of Period
Charged to Costs
and Expenses
Charged to Other
Accounts
Credited to Costs
and Expenses
Credited to Other
Accounts
Balance at End of
Period
2024
$
37 $
12 $
— $
(2) $
(2) $
45
2023
57
6
1
(25)
(2)
37
2022
38
29
1
(8)
(3)
57
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
65
The Company's U.S. state net operating loss carryforwards total $41 million and expire in various years through 2041.
International net operating loss carryforward amounts total $66 million, of which substantially all have no expiration date.
Tax Credit carryforwards total $8 million which expire in various years through 2042.
Uncertain Tax Positions
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
In millions
2024
2023
2022
Balance at January 1,
$
34 $
26 $
24
Additions for Tax Positions of Current Year
1
2
2
Additions for Tax Positions of Prior Years
1
8
1
Reductions for Tax Positions of Prior Years
(4)
(2)
(1)
Balance at December 31,
$
32 $
34 $
26
At December 31, 2024, $32 million of the total gross unrecognized tax benefits, if recognized, would affect the annual
effective income tax rate. As of December 31, 2024, none of the total gross unrecognized tax benefits recorded are related to
indefinite lived deferred tax assets and did not have an impact on total tax expense.
The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within its global
operations in Income Tax Expense. The Company had an immaterial accrual for the payment of interest and penalties at
December 31, 2024.
The Company anticipates that an immaterial portion of the total unrecognized tax benefits at December 31, 2024 could
change within the next twelve months.
The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions and our
income tax filings are regularly examined by federal, state and non-U.S. tax authorities. The Company’s 2018 U.S. federal
corporate and partnership income tax filings are currently under examination by the Internal Revenue Service. With few
exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations for years before 2018.
As of December 31, 2024, the Company has provided for deferred income taxes attributable to future foreign withholding tax
expense related to the Company's equity investment in the joint venture, Rengo Riverwood Packaging, Ltd. In addition,
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 continues to assert that it is permanently reinvested in the cumulative
earnings of its Canadian subsidiary in excess of the amount of cash that is on hand and available for distribution after
consideration of working capital needs and other debt settlement. 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, 2024.
The Company has not provided for deferred U.S. income taxes on approximately $80 million of its undistributed earnings in
other international subsidiaries because of the Company’s intention to indefinitely reinvest these earnings outside the U.S.
The determination of the amount of the unrecognized deferred U.S. income tax liability (primarily withholding tax in certain
jurisdictions) on the unremitted earnings or any other associated outside basis difference is not practicable because of the
complexities associated with the calculation.
The Company has elected to recognize global intangible low-taxed income (“GILTI”) as 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.
NOTE 10 — FINANCIAL INSTRUMENTS, DERIVATIVES AND HEDGING ACTIVITIES
The Company enters into derivative instruments for risk management purposes only, including derivatives designated as
hedging instruments under the Derivatives and Hedging topic of the FASB Codification and those not designated as hedging
instruments under this guidance. The Company has used interest rate swaps, natural gas swap contracts and forward exchange
contracts. These derivative instruments are designated as cash flow hedges and, to the extent they are effective in offsetting
the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are
included in Accumulated Other Comprehensive Loss. These changes in fair value will subsequently be reclassified to
earnings, contemporaneously with and offsetting changes in the related hedged exposure and presented in the same line of the
income statement expected for the hedged item.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
66
Interest Rate Risk
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. Changes in fair value are subsequently reclassified into earnings
as a component of Interest Expense, Net in the Consolidated Statements of Operations as interest is incurred on amounts
outstanding under the term loan facilities.
As of December 31, 2023, the Company had interest rate swap positions with a notional value of $750 million which matured
in April 2024. As of December 31, 2024, the Company had no outstanding interest rate swaps.
During 2024 and 2023, there were no amounts of ineffectiveness. Additionally, there were no amounts excluded from the
measure of effectiveness.
Commodity Risk
To manage risks associated with future variability in cash flows and price risk attributable to purchases of natural gas, the
Company enters into natural gas swap contracts to hedge prices for a designated percentage of its expected natural gas usage.
Such contracts are designated as cash flow hedges. The contracts are carried at fair value with changes in fair value
recognized in Accumulated Other Comprehensive Loss and resulting gain or loss reclassified into Cost of Sales concurrently
with the recognition of the commodity consumed. On May 1, 2024, the Company completed the Augusta divestiture. The
allocation of natural gas swap contracts identified for Augusta were dedesignated and treated as a derivative not designated as
hedges on a go-forward basis until the contracts' expired in 2024. Charges or gains associated with these dedesignated hedges
have been recorded in Business Combinations, Exit Activities and Other Special Items, Net in the Consolidated Statements of
Operations. The Company has hedged approximately 52% of its expected natural gas usage for 2025. For more information,
see “Note 19 - Divestitures”.
During 2024 and 2023, there were no amounts of ineffectiveness related to changes in the fair value of natural gas swap
contracts. Additionally, there were no amounts excluded from the measure of effectiveness.
Derivatives not Designated as Hedges
The Company enters into forward exchange contracts to effectively hedge substantially all of its accounts receivables
resulting from sales transactions and intercompany loans denominated in foreign currencies in order to manage risks
associated with variability in cash flows that may be adversely affected by changes in exchange rates. At December 31, 2024
and 2023, multiple foreign currency forward exchange contracts existed, with maturities ranging up to eight months. Those
foreign currency exchange contracts outstanding at December 31, 2024 and 2023, when aggregated and measured in
U.S. dollars at contractual rates at December 31, 2024 and 2023, respectively, had net notional amounts totaling $116 million
and $131 million. Unrealized gains and losses resulting from these contracts are recognized in Other Expense, Net in the
Consolidated Statements of Operations and approximately offset corresponding recognized but unrealized gains and losses on
the remeasurement of these accounts receivable.
Foreign Currency Movement Effect
For the year ended December 31, 2024, 2023 and 2022 net currency exchange losses included in determining Income from
Operations were $5 million, $6 million, and $3 million, respectively.
NOTE 11 — FAIR VALUE MEASUREMENT
The Company follows the fair value guidance integrated into the Fair Value Measurements and Disclosures topic of the
FASB Codification in regards to financial and nonfinancial assets and liabilities. Nonfinancial assets and nonfinancial
liabilities include those measured at fair value in goodwill impairment testing, asset retirement obligations initially measured
at fair value, and those assets and liabilities initially measured at fair value in a business combination.
The FASB’s guidance defines fair value, establishes a framework for measuring fair value and expands the fair value
disclosure requirements. The accounting guidance applies to accounting pronouncements that require or permit fair value
measurements. It indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or
transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most
advantageous market for the asset or liability. The guidance defines fair value based upon an exit price model, whereby fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The guidance clarifies that fair value should be based on assumptions that market
participants would use, including a consideration of non-performance risk.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
67
Valuation Hierarchy
The Fair Value Measurements and Disclosures topic establishes a valuation hierarchy for disclosure of the inputs used to
measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1 inputs — quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or
liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3 inputs — unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair
value.
An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the
fair value measurement.
The Company has determined that its financial assets and financial liabilities include derivative instruments which are carried
at fair value and are valued using Level 2 inputs in the fair value hierarchy. The Company uses valuation techniques based on
discounted cash flow analyses, which reflects the terms of the derivatives and uses observable market-based inputs, including
forward rates and uses market price quotations obtained from third party derivatives brokers, corroborated with information
obtained from third party pricing service providers.
Fair Value of Financial Instruments
As of December 31, 2024 and 2023, there has not been any significant impact to the fair value of the Company's derivative
liabilities due to its own credit risk. Similarly, there has not been any significant adverse impact to the Company's derivative
assets based on evaluation of the Company's counterparties' credit risks. As of December 31, 2024, the Company had
commodity contract derivative assets, which were included in Other Current Assets on the Consolidated Balance Sheets of
$1 million. As of December 31, 2023, the Company had commodity contract derivative liabilities, which were included in
Other Accrued Liabilities on the Consolidated Balance Sheets of $7 million.
The fair values of the Company’s other financial assets and liabilities at December 31, 2024 and 2023 approximately equal
the carrying values reported on the Consolidated Balance Sheets except for Long-Term Debt. The fair value of the
Company’s Long-Term Debt (excluding finance leases and deferred financing fees) was $4,894 million and $5,039 million,
as compared to the carrying amounts of $5,046 million and $5,217 million as of December 31, 2024 and 2023, respectively.
The fair value of the Company's Total Debt, including the Senior Notes, is based on quoted market prices (Level 2 inputs).
Level 2 valuation techniques for Long-Term Debt are based on quotations obtained from independent pricing service
providers.
Effect of Derivative Instruments
The pre-tax effect of derivative instruments in cash flow hedging relationships in the Consolidated Statements of Operations
for the year ended December 31, 2024 and 2023 is as follows:
Amount of Loss (Gain) Recognized in
Accumulated Other Comprehensive Loss
Amount of Loss (Gain) Recognized in
Statement of Operations
Year Ended December 31,
Year Ended December 31,
In millions
2024
2023
2022
Location in Statement of
Operations
2024
2023
2022
Commodity Contracts
$
4 $
32 $
2
Cost of Sales
$
14 $
35 $
(12)
Interest Rate Swap
Agreements
—
(4)
—
Interest Expense, Net
(1)
(3)
—
Total
$
4 $
28 $
2
$
13 $
32 $
(12)
At December 31, 2024, the Company expects to reclassify $1 million of pre-tax gain in the next twelve months from
Accumulated Other Comprehensive Loss to earnings, contemporaneously with and offsetting changes in the related hedged
exposure. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in
market conditions.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
68
The pre-tax effect of derivative instruments not designated as hedging instruments in the Consolidated Statements of
Operations for the years ended December 31, 2024, 2023 and 2022 is as follows:
In millions
2024
2023
2022
Foreign Currency Contracts
Other Expense, Net
$
(10) $
(3) $
(9)
Commodity Contracts(a)
Business Combinations, Exit Activities and Other
Special Items, Net
3
—
—
Total
$
(7) $
(3) $
(9)
(a) Relates to hedge dedesignation as a result of the Augusta Divestiture (see "Note 10 - Derivatives").
NOTE 12 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of Other Comprehensive Income (Loss) attributable to Graphic Packaging Holding Company are as follows:
Year Ended December 31,
2024
2023
2022
In millions
Pretax
Amount
Tax
Effect
Net
Amount
Pretax
Amount
Tax
Effect
Net
Amount
Pretax
Amount
Tax
Effect
Net
Amount
Derivative Instruments Gain
(Loss)
$
9 $
(2) $
7 $
4 $
(1) $
3 $
22 $ (18) $
4
Pension and Postretirement
Benefit Plans Gain (Loss)
3
(3)
—
(5)
1
(4)
(22)
13
(9)
Currency Translation
Adjustment (Loss) Gain
(138)
(11)
(149)
61
4
65
(156)
8
(148)
Other Comprehensive (Loss)
Income
$ (126) $
(16) $
(142) $
60 $
4 $
64 $
(156) $
3 $
(153)
The balances of Accumulated Other Comprehensive Income (Loss) Attributable to Graphic Packaging Holding Company, net
of applicable taxes are as follows:
December 31,
In millions
2024
2023
Accumulated Derivative Instruments Gain (Loss)
$
6 $
(1)
Pension and Postretirement Benefit Plans
(107)
(107)
Currency Translation Adjustment
(354)
(205)
Accumulated Other Comprehensive Loss
$
(455) $
(313)
NOTE 13 — COMMITMENTS
The Company has entered into other long-term contracts principally for the purchase of fiber and chip processing along with
commitments associated with building a new recycled paperboard manufacturing facility in Waco, Texas. The minimum
purchase commitments extend beyond 2029. At December 31, 2024, total commitments under these contracts were as
follows:
In millions
2025
$
289
2026
21
2027
10
2028
8
2029
8
Thereafter
16
Total
$
352
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
69
NOTE 14 — ENVIRONMENTAL AND LEGAL MATTERS
Environmental Matters
The Company is subject to a broad range of foreign, federal, state and local environmental, health and safety laws and
regulations, including those governing discharges to air, soil and water, the management, treatment and disposal of hazardous
substances, solid waste and hazardous wastes, the investigation and remediation of contamination resulting from historical
site operations and releases of hazardous substances, the recycling of packaging and the health and safety of employees.
Compliance initiatives could result in significant costs, which could negatively impact the Company’s consolidated financial
position, results of operations or cash flows. Any failure to comply with environmental or health and safety laws and
regulations or any permits and authorizations required thereunder could subject the Company to fines, corrective action or
other sanctions.
Some of the Company’s current and former facilities are the subject of environmental investigations and remediations
resulting from historical operations and the release of hazardous substances or other constituents. Some current and former
facilities have a history of industrial usage for which investigation and remediation obligations may be imposed in the future
or for which indemnification claims may be asserted against the Company. Also, closures or sales of facilities may
necessitate further investigation and may result in remediation activities at those facilities.
The Company has established reserves for those facilities or issues where a liability is probable and the costs are reasonably
estimable. The Company believes that the amounts accrued for its loss contingencies, and the reasonably possible loss
beyond the amounts accrued, are not material to the Company’s consolidated financial position, results of operations or cash
flows. The Company cannot estimate with certainty other future compliance, investigation or remediation costs. Some costs
relating to historic usage that the Company considers to be reasonably possible of resulting in liability are not quantifiable at
this time. The Company will continue to monitor environmental issues at each of its facilities, as well as regulatory
developments, and will revise its accruals, estimates and disclosures relating to past, present and future operations, as
additional information is obtained.
Legal Matters
The Company is a party to a number of lawsuits arising in the ordinary conduct of its business. 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.
NOTE 15 — BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
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.
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.
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. 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.
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.
These segments are evaluated by the Chief Operating Decision Maker ("CODM") based primarily on Income from
Operations as adjusted for depreciation and amortization. The Company’s CODM, who is responsible for allocating
resources, assessing performance of the operating segments and making strategic decisions, has been identified as the Chief
Executive Officer. The Company’s segments maintain separate financial information, and the CODM evaluates the segments’
operating results on a regular basis in deciding how to allocate resources among the segments and in assessing segment
performance. The accounting policies of the reportable segments are the same as those described above in “Note 1 - Nature of
Business and Summary of Significant Accounting Policies.”
The Company did not have any one customer who accounted for 10% or more of the Company's net sales during 2024, 2023
or 2022.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
70
Business segment information is as follows:
Year Ended December 31, 2024
In millions
Americas
Paperboard
Packaging
Europe
Paperboard
Packaging
Paperboard
Manufacturing
Corporate and
Other
Total
Net Sales(a)
$
6,101 $
1,893 $
655 $
158 $
8,807
Cost of Sales(b)
4,610
1,516
626
93
6,845
Selling, General and Administrative(b)
363
221
117
73
774
Other(c)
56
34
(28)
7
69
Income (Loss) from Operations
$
1,072 $
122 $
(60) $
(15) $
1,119
Other Segment Information
Capital Expenditures
$
168 $
109 $
892 $
34 $
1,203
Depreciation and Amortization
196
121
205
35
557
(a) Includes revenue from customers for the Australia and Pacific Rim operating segments reported within Corporate and Other.
(b) Cost of Sales and Selling, General and Administrative both include depreciation and amortization, while Cost of Sales also includes
accelerated depreciation related to exit activities for all segments presented (see “Note 18 - Exit Activities”).
(c) Includes expenses related to business combinations, exit activities and other special charges for all segments presented (see “Note 1 -
General Information”) and a gain from the Augusta Divestiture in Paperboard Manufacturing (see “Note 19 - Divestitures”).
Year Ended December 31, 2023
In millions
Americas
Paperboard
Packaging
Europe
Paperboard
Packaging
Paperboard
Manufacturing
Corporate and
Other
Total
Net Sales(a)
$
6,200 $
2,024 $
1,022 $
182 $
9,428
Cost of Sales(b)
4,693
1,644
862
112
7,311
Selling, General and Administrative(b)
375
203
134
93
805
Other(c)
44
50
49
(5)
138
Income (Loss) from Operations
$
1,088 $
127 $
(23) $
(18) $
1,174
Other Segment Information
Capital Expenditures
$
144 $
101 $
479 $
80 $
804
Depreciation and Amortization
186
113
284
36
619
(a) Includes revenue from customers for the Australia and Pacific Rim operating segments reported within Corporate and Other.
(b) Cost of Sales and Selling, General and Administrative both include depreciation and amortization, while Cost of Sales also includes
accelerated depreciation related to exit activities for all segments presented (see “Note 18 - Exit Activities”).
(c) Includes expenses related to business combinations, exit activities and other special charges for all segments presented (see “Note 1 -
General Information”) and impairment charges related to Russia in Europe Paperboard Packaging (see "Note 19 - Divestitures").
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
71
Year Ended December 31, 2022
In millions
Americas
Paperboard
Packaging
Europe
Paperboard
Packaging
Paperboard
Manufacturing
Corporate and
Other
Total
Net Sales(a)
$
6,015 $
1,973 $
1,290 $
162 $
9,440
Cost of Sales(b)
4,827
1,586
1,092
105
7,610
Selling, General and Administrative(b)
357
201
140
76
774
Other(c)
31
127
13
(21)
150
Income (Loss) from Operations
$
800 $
59 $
45 $
2 $
906
Other Segment Information
Capital Expenditures
$
131 $
43 $
336 $
39 $
549
Depreciation and Amortization
173
109
242
29
553
(a) Includes revenue from customers for the Australia and Pacific Rim operating segments reported within Corporate and Other.
(b) Cost of Sales and Selling, General and Administrative both include depreciation and amortization, while Cost of Sales also includes
accelerated depreciation related to exit activities in Paperboard Manufacturing (see “Note 18 - Exit Activities”).
(c) Includes expenses related to business combinations, exit activities and other special charges for all segments presented (see “Note 1 -
General Information”) and impairment charges related to Russia in Europe Paperboard Packaging (see "Note 19 - Divestitures").
Business geographic area information is as follows:
Year Ended December 31,
In millions
2024
2023
2022
NET SALES:
United States
$
6,187 $
6,646 $
6,741
International(a)
2,620
2,782
2,699
Total
$
8,807 $
9,428 $
9,440
In millions
2024
2023
2022
LONG-LIVED ASSETS AT DECEMBER 31:
United States
$
4,499 $
4,178 $
3,813
International(a)
759
814
766
Total
$
5,258 $
4,992 $
4,579
(a) Net Sales and long-lived assets of individual countries outside of the United States are not material.
NOTE 16 — EARNINGS PER SHARE
Year Ended December 31,
In millions, except per share data
2024
2023
2022
Net Income Attributable to Graphic Packaging Holding Company
$
658 $
723 $
522
Weighted Average Shares:
Basic
304.0
308.2
308.8
Dilutive effect of RSUs
1.1
0.9
0.7
Diluted
305.1
309.1
309.5
Earnings Per Share - Basic
$
2.16 $
2.35 $
1.69
Earnings Per Share - Diluted
$
2.16 $
2.34 $
1.69
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
72
NOTE 17 — CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
The following represents changes in Accumulated Other Comprehensive Loss attributable to Graphic Packaging Holding
Company by component for the year ended December 31, 2024:
In millions
Derivatives
Instruments
Pension and
Postretirement
Benefit Plans
Currency
Translation
Adjustments
Total
Balance at December 31, 2023
$
(1) $
(107) $
(205) $
(313)
Other Comprehensive (Loss) Income before Reclassifications
(3)
(1)
(149)
(153)
Amounts Reclassified from Accumulated Other Comprehensive
Loss(a)
10
1
—
11
Net Current-period Other Comprehensive Income (Loss)
7
—
(149)
(142)
Balance at December 31, 2024
$
6 $
(107) $
(354) $
(455)
(a) See following table for details about these reclassifications.
The following represents reclassifications out of Accumulated Other Comprehensive Loss for the year ended December 31,
2024:
In millions
Details about Accumulated Other Comprehensive Loss Components
Amount Reclassified
from Accumulated
Other Comprehensive
Loss
Affected Line Item in the Statement
Where Net Income is Presented
Derivatives Instruments:
Commodity Contracts
$
14
Cost of Sales
Interest Rate Swap Agreements
(1)
Interest Expense, Net
13
Total before Tax
(3)
Tax Benefit
$
10
Total, Net of Tax
Amortization of Defined Benefit Pension Plans:
Actuarial Losses
$
4 (a) Total before Tax
(1)
Tax Benefit
$
3
Total, Net of Tax
Amortization of Postretirement Benefit Plans:
Actuarial Gains
$
(2) (a) Total before Tax
—
Tax Expense
$
(2)
Total, Net of Tax
Total Reclassifications for the Period
$
11
Total, Net of Tax
(a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see “Note 8 -
Pensions and Other Postretirement Benefits”).
NOTE 18 — EXIT ACTIVITIES
2024
During 2024, the Company decided to close multiple packaging facilities by the end of 2024 and early 2025. Production from
these facilities will be consolidated into other existing packaging network. The costs associated with these exit activities are
included in the table below for the year ended December 31, 2024. 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.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
73
2023
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 network. The costs associated with these exit activities are
included in the table below for the year ended December 31, 2024 and 2023.
On February 7, 2023, the Company announced its plan to build a new recycled paperboard manufacturing facility in Waco,
Texas. In conjunction with this project, the Company announced the closure of three smaller recycled paperboard
manufacturing facilities to manage capacity while lowering costs. The costs associated with these exit activities are included
in the table below for the year ended December 31, 2024 and 2023.
In the second quarter of 2023, the Company announced its decision to accelerate the closure of one of these three recycled
paperboard manufacturing facilities that was in Tama, Iowa and closed the facility in the second quarter of 2023. The costs
associated with this closure are included in the table below for the year ended December 31, 2023.
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. The Company incurred charges of $16 million within
the Paperboard Manufacturing reportable segment related to the write-off of assets, which were primarily engineering,
consulting, and permitting costs for this project. The costs associated with this project are included in the table below for the
year ended December 31, 2023.
During the third quarter of 2023, the Company decided 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.
Through December 31, 2024, the Company incurred charges of $28 million related to the write-off of inventory, dismantling
of the recycled paperboard machine and accelerated depreciation for the assets. The costs associated with these exit activities
are included in the table below for the year ended December 31, 2024 and 2023.
2022
In March 2022, the Company announced its decision to close the Norwalk, Ohio packaging facility and closed the facility in
September 2022. The Company incurred charges associated with this exit activity for post-employment benefits, retention
bonuses and incentives, which are included in the Severance Costs and Other line item in the table below for the year ended
December 31, 2022.
During 2019, the Company announced its plans to invest in a new recycled paperboard machine in Kalamazoo, Michigan. At
the time of the announcement, the Company expected to close two of its smaller recycled paperboard manufacturing facilities
in 2022 in order to remain capacity neutral. During the third quarter of 2021, the Company decided to continue to operate one
of the two original smaller recycled paperboard manufacturing facilities. In the second quarter of 2022, the Company closed
the Battle Creek, Michigan recycled paperboard manufacturing facility. The Company incurred charges associated with this
exit activity for post-employment benefits, retention bonuses and incentives, which are included in the Severance Costs and
Other line item in the table below for the year ended December 31, 2022.
During the years ended December 31, 2024, 2023, and 2022, the Company recorded $74 million, $89 million and $17 million
of exit costs, respectively, associated with these restructurings. Other costs associated with the start-up of the new recycled
paperboard machine recorded in the period in which they are incurred.
The following table summarizes the costs incurred during 2024, 2023 and 2022 related to these restructurings:
Year Ended December 31,
In millions
Location in Statement of Operations
2024
2023
2022
Severance Costs and Other(a)
Business Combinations, Exit Activities and
Other Special Items, Net
$
18 $
25 $
1
Asset Write-offs and Start-Up
Costs(b)
Business Combinations, Exit Activities and
Other Special Items, Net
36
22
9
Accelerated Depreciation
Cost of Sales
20
42
7
Total
$
74 $
89 $
17
(a) Costs incurred include activities for post-employment benefits, retention bonuses, incentives and professional services. (see “Note 1 -
Business Combinations, Exit Activities and Other Special Items, Net”).
(b) Costs incurred include non-cash write-offs for items such as machinery, supplies and inventory.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
74
The following table summarizes the balance of accrued expenses related to restructuring:
In millions
Total
Balance at December 31, 2022
$
1
Costs Incurred
25
Payments
(4)
Adjustments(a)
(1)
Balance at December 31, 2023
$
21
Costs Incurred
17
Payments
(7)
Adjustments(b)
2
Balance at December 31, 2024
$
33
(a) Adjustments related to changes in estimates of severance costs
(b) Adjustments related to severance reserves denominated in foreign currencies Euro and Canadian Dollar.
Due to the expected closures of the additional two recycled paperboard manufacturing facilities, the Company incurred
charges within the Paperboard Manufacturing reportable segment for post-employment benefits, retention bonuses and
incentives of $20 million, and accelerated depreciation and inventory and asset write-offs of $11 million from announcement
date through December 31, 2024. The Company expects to incur total charges associated with these exit activities for post-
employment benefits, retention bonuses and incentives in the range of $25 million to $30 million and for accelerated
depreciation and inventory and asset write-offs in the range of $15 million to $20 million through 2026.
Due to the expected closures of the packaging facilities and other exit activities, the Company incurred charges within the
Americas Paperboard Packaging and Europe Paperboard Packaging reportable segments for post-employment benefits,
retention bonuses and incentives of $19 million from announcement date through December 31, 2024. The Company also
incurred charges within the Americas Paperboard Packaging and Europe Paperboard Packaging reportable segment for
accelerated depreciation and inventory and asset write-offs of $24 million from announcement date through December 31,
2024. The Company expects to incur total charges associated with these exit activities for post-employment benefits,
retention bonuses and incentives in the range of $20 million to $22 million and for accelerated depreciation and inventory and
asset write-offs in the range of $25 million to $27 million through 2025.
Additionally, the Company has incurred start-up charges within the Paperboard Manufacturing reportable segment for the
new recycled paperboard manufacturing facility in Waco of $14 million from announcement date through December 31,
2024. The Company expects to incur total start-up charges of approximately $55 million to $60 million for the new recycled
paperboard manufacturing facility through 2026.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
75
NOTE 19 — DIVESTITURES
Divestiture of Augusta Paperboard Manufacturing Facility
In the first quarter of 2024, the Company began the process of divesting its interests in its Augusta, Georgia bleached
paperboard manufacturing facility (the “Augusta Divestiture”), which met the criteria to be considered a business. The assets
and liabilities to be disposed of in connection with this transaction met the held for sale criteria as of March 31, 2024 through
the date of sale. On May 1, 2024, the Company completed the sale to Clearwater Paper Corporation for a total consideration
of $711 million. The operating results of the Augusta Divestiture for the four months ended April 30, 2024 are included in the
Company's Sales and Income before Income Taxes in the Consolidated Statements of Operations. Total Net Sales and Income
before Income Taxes for the Augusta Operations during this time were $144 million and $21 million, respectively. The
Augusta Divestiture did not qualify as discontinued operations as it did not represent a strategic shift that will have a major
impact on the Company’s operations or financial results. The Augusta Divestiture resulted in a $75 million gain on sale of
business (net of transaction costs), including goodwill allocated to the sale of $68 million. The Augusta Divestiture is
reported within the Paperboard Manufacturing segment.
Impairment and Divestiture of Russian Business
In the second quarter of 2022, the Company began the process of divesting its interests in its two packaging facilities in
Russia (the “Russian Operations”), which met the criteria to be considered a business, through a sale of 100% of the
outstanding shares. The assets and liabilities to be disposed of in connection with this transaction met the held for sale criteria
as of June 30, 2022 through the date of sale. On November 30, 2023, the Company completed the sale to former members of
management of its Russian Operations (the "Buyer") for total consideration of $59 million, which was primarily a long-term
loan to the Buyer with a maturity date in 2038 (the “Vendor Loan”). Given the current government sanctions and restrictions
on movement of currency out of Russia to satisfy payments on the notes, the Company placed a valuation allowance of
$46 million against the Vendor Loan receivable. Through December 31, 2024, the Buyer repaid $2 million on the Vendor
Loan.
During 2022 and 2023, the Company incurred $106 million of impairment losses associated with the Russian Operations
including $96 million in 2022, which includes $12 million of goodwill impairment initially recognized in Q2 2022 and
$10 million in 2023, all of which are included in the Business Combinations, Exit Activities, and Other Special Items, Net
line in the Consolidated Statement of Operations. The operating results of the Russian Operations for the eleven months
ended November 30, 2023 are included in the Company's Sales and Net Income in the Consolidated Statements of
Operations. Total Net Sales and Net Income for the Russian Operations during this time were $90 million and $8 million,
respectively.
In addition, the Company historically had an intercompany payable to the Russian Operations. As of the date of the sale, the
intercompany payable was converted to an external third-party loan payable (the “Loan Payable”). The Loan Payable will
mature in 2037. The Loan Payable totaling $32 million is reflected in the Other Noncurrent Liabilities on the Consolidated
Balance Sheet.
GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
76
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Graphic Packaging Holding Company
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Graphic Packaging Holding Company and its subsidiaries
(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive
income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024,
including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility
is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
77
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment - Europe Reporting Unit
As described in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,993
million as of December 31, 2024. As disclosed by management, the goodwill associated with the Europe reporting unit was
$468 million as of December 31, 2024. Management tests goodwill for impairment annually as of October 1, as well as
whenever events or changes in circumstances suggest that the estimated fair value of a reporting unit may no longer exceed
its carrying amount. Potential goodwill impairment is measured at the reporting unit level by comparing the reporting unit’s
carrying amount (including goodwill), to the fair value of the reporting unit. When performing the quantitative analysis, the
estimated fair value of each reporting unit is determined by utilizing a discounted 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 EBITDA. In determining fair value of the Europe reporting unit, management relies on and considers a number of
factors, including but not limited to, future operating results, business plans, economic projections of revenues and operating
margins, forecasts including future cash flows, and market data and analysis, including market capitalization.
The principal considerations for our determination that performing procedures relating to the goodwill impairment
assessment for the Europe reporting unit are a critical audit matter are (i) the high degree of auditor judgment and subjectivity
in performing procedures related to the fair value of the reporting unit due to the significant judgment by management when
determining the estimated fair value of the Europe reporting unit; (ii) the significant audit effort in evaluating management’s
significant assumption related to economic projections of operating margins; and (iii) the audit effort involved the use of
professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s goodwill impairment assessment, including controls over the valuation of the Company’s Europe reporting
unit and the development of the significant assumption related to economic projections of operating margins. These
procedures also included, among others, testing management’s process for determining the fair value of the Europe reporting
unit; evaluating the appropriateness of the discounted cash flow analysis; and evaluating the reasonableness of the significant
assumption related to economic projections of operating margins. Evaluating the assumption related to economic projections
of operating margins involved evaluating whether the assumption used by management was reasonable considering (i) the
current and past performance of the Europe reporting unit; (ii) the consistency with external market and industry data; and
(iii) whether this assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized
skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow analysis.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
February 12, 2025
We have served as the Company’s auditor since 2020.
78
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management has established disclosure controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) is recorded, processed, summarized and reported within time periods specified in the Securities and
Exchange Commission rules and forms. Such disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management to allow timely decisions
regarding required disclosure. Based on management’s evaluation as of the end of the period covered by this Annual Report
on Form 10-K, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d15(e) promulgated under the Exchange Act) were
effective as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting for the Company, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, under the supervision of and with the participation of the President and Chief Executive
Officer and the Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting
as of December 31, 2024 based on criteria for effective control over financial reporting described in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework). Based on this assessment the Company’s management concluded that its internal control over financial reporting
was effective as of December 31, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears
herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
79
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Pursuant to Instruction G(3) to Form 10-K, the information relating to Directors of the Registrant, compliance with
Section 16(a) of the Exchange Act, compliance with the Company’s Code of Ethics, and certain other information required
by Item 10 is incorporated by reference to the Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of
Stockholders, which is to be filed pursuant to Regulation 14A within 120 days after the end of the Registrant’s fiscal year
ended December 31, 2024.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 11 is incorporated by reference to the
Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which is to be filed pursuant to
Regulation 14A within 120 days after the end of the Registrant’s fiscal year ended December 31, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 12 is incorporated by reference to the
Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which is to be filed pursuant to
Regulation 14A within 120 days after the end of the Registrant’s fiscal year ended December 31, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 13 is incorporated by reference to the
Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which is to be filed pursuant to
Regulation 14A within 120 days after the end of the Registrant’s fiscal year ended December 31, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 14 is incorporated by reference to the
Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which is to be filed pursuant to
Regulation 14A within 120 days after the end of the Registrant’s fiscal year ended December 31, 2024.
80
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a.
Financial statements, financial statement schedule and exhibits filed as part of this report:
1. Consolidated Statements of Operations for each of the three years in the period ended December 31, 2024
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31,
2024
Consolidated Balance Sheets as of December 31, 2024, and 2023
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31,
2024
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
2. All schedules are omitted as the information required is either included elsewhere in the consolidated financial
statements herein or is not applicable.
3. Exhibits to Annual Report on Form 10-K for Year Ended December 31, 2024.
Exhibit
Number
Description
3.1
Restated Certificate of Incorporation of New Giant Corporation. Filed as Exhibit 3.1 to Graphic Packaging
Holding Company’s Current Report on Form 8-K filed on March 10, 2008 and incorporated herein by reference.
3.2
Bylaws of Graphic Packaging Holding Company, as amended on May 20, 2015. Filed as Exhibit 3.1 to Graphic
Packaging Holding Company’s Current Report on Form 8-K filed on May 27, 2015 and incorporated herein by
reference.
3.3
Certificate of Formation of Graphic Packaging International, LLC. Filed as Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference.
3.4
Amended and Restated Limited Liability Company Operating Agreement of Graphic Packaging International,
LLC. Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on January 1, 2018 and
incorporated herein by reference.
4.1
Indenture dated as of November 6, 2014, by and among Graphic Packaging International, Inc., the guarantors
named therein and U.S. Bank National Association, as trustee. Filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on November 6, 2014 and incorporated herein by reference.
4.2
First Supplemental Indenture dated as of November 6, 2014 by and among Graphic Packaging International, Inc.
the guarantors named therein and U.S. Bank National Association, as trustee. Filed as Exhibit 4.2 to the
Registrant's Current Report on Form 8-K filed on November 6, 2014 and incorporated herein by reference.
4.3
Second Supplemental Indenture dated as of August 11, 2016 by and among Graphic Packaging International
Inc., Graphic Packaging Holding Company, the other guarantors named therein and U.S. Bank National
Association as trustee. Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on August 11,
2016 and incorporated herein by reference.
4.4
Supplemental Indenture among Graphic Packaging International, Inc., Graphic Packaging Holding Company,
the other guarantors party thereto and U.S. Bank National Association, as Trustee, with respect to the 4.875%
Senior Notes due 2022. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October
24, 2017 and incorporated herein by reference.
4.5
Supplemental Indenture among Graphic Packaging International, Inc., Graphic Packaging Holding Company,
the other guarantors party thereto and U.S. Bank National Association, as Trustee, with respect to the 4.125%
Senior Notes due 2024. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October
24, 2017 and incorporated herein by reference.
81
4.6
Third Supplemental Indenture dated as of June 25, 2019, by and among Graphic Packaging International, LLC,
the guarantors listed therein and U.S. Bank, National Association. Filed as Exhibit 4.2 to Graphic Packaging
Holding Company and Graphic Packaging International, LLC's current report on Form 8-K filed on June 25,
2019 and incorporated herein by reference.
4.7
Fourth Supplemental Indenture dated March 6, 2020, by and among Graphic Packaging International, LLC, the
guarantors listed therein and U.S. Bank National Association, as Trustee, with respect to the 3.5% Senior Notes
due 2028. Filed as Exhibit 4.2 to the Registrant’s Form 8-K filed on March 6, 2020 and incorporated herein by
reference.
4.8
Fifth Supplemental Indenture dated August 20, 2020, by and among Graphic Packaging International, LLC, the
guarantors listed therein and U.S. Bank National Association, as Trustee, with respect to the 3.5% Senior Notes
due 2029. Filed as Exhibit 4.2 to the Registrant’s Form 8-K filed on August 31, 2020 and incorporated herein by
reference.
4.9
Sixth Supplemental Indenture dated as of March 8, 2021, by and among Graphic Packaging International, LLC,
Graphic Packaging International Partners, LLC, the guarantors listed therein and U.S. Bank, N.A. (including the
form of Note attached as an exhibit thereto). Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K
filed on March 8, 2021 and incorporated herein by reference.
4.10
Seventh Supplemental Indenture, dated as of November 19, 2021, by and among Graphic Packaging
International, LLC, Graphic Packaging International Partners, LLC, the guarantors listed therein and U.S. Bank,
National Association (including the form of Note attached as an exhibit thereto). Filed as Exhibit 4.2 to the
Registrant’s Current Report on Form 8-K filed on November 19, 2021 and incorporated herein by reference.
4.11
Eighth Supplemental Indenture, dated as of November 19, 2021, by and among Graphic Packaging International,
LLC, Graphic Packaging International Partners, LLC, the guarantors listed therein, U.S. Bank, National
Association, Elavon Financial Services DAC, UK Branch, and Elavon Financial Services DAC (including the
form of Note attached as an exhibit thereto). Filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K
filed on November 19, 2021 and incorporated herein by reference.
4.12
Ninth Supplemental Indenture dated as of May 13, 2024, by and among Graphic Packaging International, LLC,
the guarantors listed therein and U.S. Bank Trust Company, National Association (including the form of Note
attached as an exhibit thereto). Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May
13, 2024 and incorporated herein by reference.
10.1*
GPI U.S. Consolidated Pension Plan Master Document as amended and restated, effective January 1, 2017. Filed
as exhibit 10.1 to the Registrant's Annual Report on Form 10-K filed on February 8, 2017 and incorporated
herein by reference.
10.2*
Amended and Restated Employment Agreement dated as of November 19, 2015 by and among Graphic
Packaging International, Inc., the Registrant and Michael P. Doss. Filed as Exhibit 10.1 to the Registrant's
Current Report on Form 8-K filed on November 19, 2015 and incorporated herein by reference.
10.3*
Graphic Packaging Excess Benefit Plan, as amended and restated, effective as of January 1, 2009. Filed as
Exhibit 10.22 to Registrant’s Annual Report on Form 10-K filed on February 23, 2010 and incorporated herein
by reference.
10.4*
Graphic Packaging Supplemental Retirement Plan, as amended and restated, effective as of January 1, 2009.
Filed as Exhibit 10.23 to Registrant’s Annual Report on Form 10-K filed on February 23, 2010 and incorporated
herein by reference.
10.5*
Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan effective as of
May 21, 2014. Filed as Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on
April 10, 2014 and incorporated herein by reference.
10.6*
Graphic Packaging International, LLC Management Incentive Plan, effective as of January 1, 2024 and
incorporated herein by reference.
10.7*
Graphic Packaging International, Inc. Supplemental Plan for Participants in the Riverwood International
Employees Retirement Plan, as amended and restated, effective as of January 1, 2009. Filed as Exhibit 10.36 to
the Registrant’s Annual Report on Form 10-K filed on February 23, 2010 and incorporated herein by reference.
10.8
Amended and Restated Form of Indemnification Agreement for Directors. Filed as Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q filed on November 4, 2010 and incorporated herein by reference.
10.9*
First Amendment to the Graphic Packaging International, Inc. Supplemental Plan for Participants in the
Riverwood International Employees Retirement Plan. Filed as Exhibit 10.1 to the Registrant's Current Report on
Form 8-K filed on May 24, 2012 and incorporated herein by reference.
10.10*
Graphic Packaging International, Inc. Executive Severance Plan dated as of February 25, 2014. Filed as Exhibit
10.39 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by
reference.
82
10.11*
First Amendment to the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive
Compensation Plan effective January 1, 2017. Filed as exhibit 10.33 to the Registrant's Annual Report on Form
10-K filed on February 8, 2017 and incorporated herein by reference.
10.12*
First Amendment to the GPI US Consolidated Pension Plan, dated as of May 19, 2017 and effective as of
January 1, 2017. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 26, 2017
and incorporated herein by reference.
10.13*
Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan, as amended and restated
effective November 1, 2017. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on
October 25, 2017 and incorporated herein by reference.
10.14*
First Amendment to the Amended and Restated Graphic Packaging International, Inc. Non-Qualified Deferred
Compensation Plan effective January 1, 2018. Filed as Exhibit 10.51 to the Registrant's Annual Report on Form
10-K filed on February 7, 2018 and incorporated herein by reference.
10.15*
Second Amendment to the GPI US Consolidated Pension Plan dated as of November 8, 2017. Filed as Exhibit
10.52 to the Registrant's Annual Report on Form 10-K filed on February 7, 2018 and incorporated herein by
reference.
10.16*
Third Amendment to the GPI US Consolidated Pension Plan effective as of January 1, 2018. Filed as Exhibit
10.53 to the Registrant's Annual Report on Form 10-K filed on February 7, 2018 and incorporated herein by
reference.
10.17*
Fourth Amendment to the GPI US Consolidated Pension Plan dated as of December 20, 2018. Filed as Exhibit
10.50 to the Registrant's Annual Report on Form 10-K filed on February 13, 2019 and incorporated herein by
reference.
10.18*
Fifth Amendment to the GPI US Consolidated Pension Plan effective as of January 1, 2017. Filed as Exhibit
10.44 to the Registrant's Annual report on Form 10-K filed on February 11, 2020 and incorporated herein by
reference.
10.19
Non-Participating Single Premium Group Annuity Contract Proposal dated January 16, 2020 by and among
Graphic Packaging International, LLC, American General Life Insurance Company and The United States Life
Insurance Company in the City of New York. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form
10-Q filed on April 21, 2020 and incorporated herein by reference.
10.20*
Directors’ Non-Qualified Deferred Compensation Plan effective January 1, 2021. Filed as Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on April 27, 2021 and
incorporated herein by reference.
10.21
Consent and Waiver Agreement dated as of February 16, 2021 by and among Graphic Packaging International
Partners, LLC, Graphic Packaging Holding Company, GPI Holding III, LLC and International Paper Company.
Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021 and
incorporated herein by reference.
10.22
Share Purchase Agreement dated May 12, 2021 among Sarcina Holdings S.a.r.l., the other sellers named therein
and Graphic Packaging International Europe Holdings B.V. Filed as Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed on May 14, 2021 and incorporated herein by reference.
10.23
Consent and Waiver Agreement dated as of May 19, 2021 by and among Graphic Packaging International
Partners, LLC, Graphic Packaging Holding Company, GPI Holding I, Inc. and International Paper Company.
Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 20, 2021 and incorporated
herein by reference.
10.24
Incremental Facility Amendment by and among Graphic Packaging International, LLC, as Borrower, Graphic
Packaging International Partners, LLC and Field Container Queretaro (USA), L.L.C., as Guarantors, Bank of
America, N.A. as Administrative Agent and CoBank, ACB, as Incremental Term A-3 Lead Arranger and
Incremental Term A-3 Lender. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
July 21, 2021 and incorporated herein by reference.
10.25
Incremental Facility Amendment by and among Graphic Packaging International, LLC, as Borrower, Graphic
Packaging International Partners, LLC and Field Container Queretaro (USA), L.L.C. as Guarantors, Bank of
America, N.A., as Administrative Agent and the Incremental Term A-4 Lenders party thereto, and
acknowledged and agreed to by Graphic Packaging Holding Company. Filed as Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on October 6, 2021 and incorporated herein by reference.
10.26*
Amended and Restated GPI Savings Plan dated December 16, 2022 and effective January 1, 2023. Filed as
Exhibit 10.55 to the Registrant's Annual Report on Form 10-K filed on February 9, 2023 and incorporated herein
by reference.
10.27
Amended and Restated Master Services Agreement between Graphic Packaging International, LLC and NTT
Data Americas, Inc. dated December 15, 2023 and incorporated herein by reference.
83
10.28*
Second Amendment dated December 12, 2023 to the GPI Savings Plan (As Amended and Restated effective
January 1, 2023) and incorporated herein by reference.
10.29
Fifth Amended and Restated Credit Agreement dated as of June 3, 2024 by and among Graphic Packaging
International, LLC and certain subsidiaries thereof as Borrowers, the lenders and agents named therein and Bank
of America, N.A., as Administrative Agent. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed on June 5, 2024 and incorporated herein by reference.
10.30*
Third Amendment to the GPI Savings Plan (as Amended and Restated Effective January 1, 2023) dated January
18, 2024. Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 30, 2024 and
incorporated herein by reference.
10.31
Incremental Facility Amendment dated March 22, 2024 by and among Graphic Packaging International LLC, as
Borrower, Bank of America, N.A. as Administrative Agent and CoBank ACB, as sole lead arranger and
bookrunner. Filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on April 30, 2024 and
incorporated herein by reference.
10.32
Sixth Amendment to the 2018 US Graphic Packaging International Pension Plan, as amended and restated
effective January 1, 2019, dated April 30, 2024. Filed as Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q filed on July 30, 2024 and incorporated herein by reference.
10.33*
Graphic Packaging Holding Company 2024 Omnibus Incentive Compensation Plan effective as of May 23,
2024. Filed as Appendix A to the Registrant's Schedule 14A filed by the Registrant on April 8, 2024 and
incorporated herein by reference.
14.1
Code of Business Conduct and Ethics dated as of December 23, 2020. Filed as Exhibit 14.1 to the Registrant's
From 10-K filed on February, 22, 2022 and incorporated herein by reference.
19.1
Policy on Trading in Securities of Graphic Packaging Holding Company (As Amended and Restated as of July
27, 2023) and incorporated herein by reference.
21.1
List of Subsidiaries.
22.1
Guarantors and Issuers of Guaranteed Securities.
23.1
Consent of Independent Registered Public Accounting Firm.
24.1
Power of Attorney. Incorporated by reference to the signature page of this Annual Report on Form 10-K.
31.1
Certification required by Rule 13a-14(a).
31.2
Certification required by Rule 13a-14(a).
32.1
Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
32.2
Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
97.1
Graphic Packaging Holding Company Compensation Recoupment Policy effective November 15, 2023 and
incorporated herein by reference.
101.INS
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).
_________
* Executive compensation plan or agreement
ITEM 16. FORM 10-K SUMMARY
None.
84
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GRAPHIC PACKAGING HOLDING COMPANY
(Registrant)
/s/ Stephen R. Scherger
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 12, 2025
Stephen R. Scherger
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael P. Doss
President and Chief Executive Officer
(Principal Executive Officer)
February 12, 2025
Michael P. Doss
/s/ Stephen R. Scherger
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 12, 2025
Stephen R. Scherger
/s/ Charles D. Lischer
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 12, 2025
Charles D. Lischer
85
POWER OF ATTORNEY
Each of the directors of the Registrant whose signature appears below hereby appoints Stephen R. Scherger and Lauren S.
Tashma, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all
capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report on
Form 10-K, making such changes in this report on Form 10-K as appropriate, and generally to do all such things on their
behalf in their capacities as directors and/or officers to enable the Registrant to comply with the provisions of the Securities
Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.
Signatures
Title
Date
/s/ Aziz Aghili
Director
February 12, 2025
Aziz Aghili
/s/ Laurie Brlas
Director
February 12, 2025
Laurie Brlas
/s/ Andrew P. Callahan
Director
February 12, 2025
Andrew P. Callahan
/s/ Michael P. Doss
Director, President and Chief Executive Officer
February 12, 2025
Michael P. Doss
/s/ Robert A. Hagemann
Director
February 12, 2025
Robert A. Hagemann
/s/ Philip R. Martens
Chairman of the Board
February 12, 2025
Philip R. Martens
/s/ Mary K. Rhinehart
Director
February 12, 2025
Mary K. Rhinehart
/s/ Dean A. Scarborough
Director
February 12, 2025
Dean A. Scarborough
/s/ Larry M. Venturelli
Director
February 12, 2025
Larry M. Venturelli
/s/ Lynn A. Wentworth
Director
February 12, 2025
Lynn A. Wentworth
Corporate Information
About Graphic Packaging Holding Company
Graphic Packaging designs and produces consumer packaging made primarily from renewable or recycled materials.
An industry leader in innovation, the Company is committed to reducing the environmental footprint of consumer packaging.
Graphic Packaging operates a global network of design and manufacturing facilities serving the world’s most widely recognized
brands in food, beverage, foodservice, household, and other consumer products. Learn more at www.graphicpkg.com.
Board of Directors
Aziz Aghili 1,2
Former EVP and President, Dana
Incorporated Heavy Vehicle Group, a leading
supplier of electrified vehicle systems
Laurie Brlas 2,3
Former EVP and CFO,
Newmont Mining Corporation,
a mining industry leader
Andrew Callahan 1,2
Former President, CEO, and Executive
Director, Hostess Brands, an
American bakery company
Michael P. Doss
President and CEO,
Graphic Packaging
Holding Company
Robert A. Hagemann 1,3
Former SVP and CFO, Quest
Diagnostics Incorporated, a diagnostic
testing information services leader
Philip R. Martens 3,4
Former President and CEO,
Novelis Inc., a rolled aluminum
manufacturing company
Mary Rhinehart 1,2
Chair of the Board, Johns Manville,
a leading building and specialty
products manufacturer
Dean A. Scarborough 1,2
Former CEO, Avery Dennison
Corporation, a packaging and
labeling solutions leader
Larry M. Venturelli 1,3
Former EVP and CFO, Whirlpool
Corporation, the world’s leading
manufacturer of home appliances
Lynn A. Wentworth 2,3
Former SVP, CFO and Treasurer,
BlueLinx Holdings Inc., a building
products company
1 Audit Committee
2 Compensation & Management
Development Committee
3 Nominating & Corporate
Governance Committee
4 Chairman of the Board
Stockholder Information
Transfer Agent and Registrar
Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342
Brentwood, NY 11717
Toll Free: 877-830-4931
www.shareholder.broadridge.com
email: shareholder@broadridge.com
Stock Listing
Graphic Packaging Holding Company’s common stock
is listed on the New York Stock Exchange (NYSE)
under the ticker symbol “GPK”
Investor Information
www.investors.graphicpkg.com
Financial Reports
Graphic Packaging Holding Company’s 2024 Annual Report
on Form 10-K is filed with the SEC and is available online
at: www.investors.graphicpkg.com
Annual Meeting
The 2025 Annual Meeting of Stockholders will be held at
10:00 a.m. ET, on Wednesday, May 21, 2025, at Graphic
Packaging Holding Company’s headquarters located at
1500 Riveredge Parkway, Suite 100, Atlanta, GA 30328
Corporate Offices
1500 Riveredge Parkway, Suite 100
Atlanta, GA 30328
(770) 240-7200
www.graphicpkg.com