UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Table of Contents FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 26-0405422 (State ...

Company Participants Ghansham Panjabi - Baird Cleveland Rueckert - UBS George Staphos - Bank of America Kieran de Brun - Mizuho Mark Weintraub - Seaport Research Mike Roxland - Truist Securities Adam Samuelson - Goldman Sachs Arun Viswanathan - RBC Capital Markets Gabe Hajde - Wells Fargo Securities Kyle White - Deutsche Bank Anthony Pettinari - Citi Melanie Skijus Graphic Packaging Holding Company (NYSE:GPK) Q1 2023 Earnings Conference Call May 2, 2023 10:00 AM ET Conference Call Participants Hello and wel ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ 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) Securities registered pursua ...

Q1 2023 NET SALES PERFORMANCE 1.The impact of Foreign Exchange is measured as the increase or decrease in sales for the current period by applying 12 prior period foreign currency exchange rates to present a constant currency comparison to prior periods Q1 2023 ADJUSTED EBITDA PERFORMANCE +38% RUNNING A DIFFERENT RACE – COMPELLING INVESTMENT CASE RECESSION RESISTANT MODEL • Core folding carton volume declined 3.6% y/y • Adj. EBITDA improved $81M y/y to $556 million or 14% y/y • $54M increase in Adj. EBITDA ...

Environmental Compliance and Sustainability - The company spent $9 million in 2022 on environmental compliance projects, with estimated spending of $30 million in 2023 and $23 million in 2024, primarily for wastewater treatment system upgrades at the Augusta, Georgia mill[67] - Climate change presents both challenges and opportunities, with potential regulatory costs and increased demand for lower-carbon products and technologies[67] - The company's Vision 2025 outlines plans for sustainable growth, focusing on long-term earnings growth while prioritizing people and the planet[68] Cost and Risk Management - The company faces risks from significant increases in raw material, energy, and transportation costs, which could adversely impact financial results if unable to pass on costs to customers[73] - Productivity improvements and global continuous improvement initiatives are used to reduce costs and build supply chain resilience, though success is subject to operational and economic uncertainties[74] - Changing customer and consumer preferences, including environmental concerns, could impact sales volumes if the company fails to adapt[75] - Competition from other manufacturers and product substitution, driven by price, quality, and environmental concerns, could adversely affect financial results[76] - Approximately 62% of the company's employees are unionized, posing risks of work slowdowns or strikes that could negatively impact financial results[81] - Capital spending on projects may not achieve desired benefits, potentially impacting cash flow and operating results[87] Financial Performance and Metrics - Net sales of $9,440 million in 2022, up from $7,156 million in 2021[233] - Net income attributable to Graphic Packaging Holding Company of $522 million in 2022, compared to $204 million in 2021[233] - Total cash consideration for the AR Packaging acquisition was $1,412 million, with a final purchase price allocation of $1,487 million[321][324] - Net sales from AR Packaging of $1,135 million and a loss from operations of $17 million in 2022[325] - Short-term debt and current portion of long-term debt totaling $53 million in 2022, down from $279 million in 2021[328] - Total assets decreased from $10,457 million in 2021 to $10,328 million in 2022, a decline of 1.2%[240] - Net income increased significantly from $216 million in 2021 to $522 million in 2022, a growth of 141.7%[246] - Cash and cash equivalents decreased from $172 million in 2021 to $150 million in 2022, a decline of 12.8%[240] - Long-term debt decreased from $5,515 million in 2021 to $5,200 million in 2022, a reduction of 5.7%[240] - The company paid cash dividends of $92 million in 2022, compared to $87 million in 2021, an increase of 5.7%[301] - Net cash provided by operating activities increased from $609 million in 2021 to $1,090 million in 2022, a growth of 79%[246] - Capital spending decreased from $775 million in 2021 to $522 million in 2022, a reduction of 32.6%[246] - The company increased its quarterly dividend by 33% to $0.10 per share in September 2022[301] - Retained earnings grew from $66 million in 2021 to $469 million in 2022, an increase of 610.6%[240] - Total equity increased from $1,893 million in 2021 to $2,150 million in 2022, a growth of 13.6%[240] - Net receivables increased to $879 million in 2022 from $859 million in 2021, with trade receivables rising to $804 million from $785 million[309] - Inventories, net grew to $1,606 million in 2022 from $1,387 million in 2021, driven by increases in raw materials ($645 million from $473 million) and work in progress ($218 million from $194 million)[309] - Property, plant and equipment, net decreased slightly to $4,579 million in 2022 from $4,677 million in 2021, with machinery and equipment increasing to $7,383 million from $6,753 million[311] - Cash flow used in operations due to changes in operating assets and liabilities was $218 million in 2022, compared to $229 million in 2021, with significant impacts from inventories ($268 million) and receivables ($184 million)[313] - The company acquired Americraft Carton Inc. for $292 million in July 2021, including seven converting plants, with final purchase price allocation showing $78 million in goodwill[315][319] - AR Packaging was acquired in November 2021, adding 30 converting plants in 13 countries, enhancing the company's European presence and innovation capabilities[320] - Long-term debt excluding current portion decreased to $5,230 million in 2022 from $5,552 million in 2021, with senior secured revolving credit facilities at $634 million[331] - The company redeemed its 4.875% Senior Notes due in 2022 using $250 million drawn from senior secured domestic revolving credit facilities[333] - Graphic Packaging operates as a leading fiber-based consumer packaging provider, serving prominent global brands in beverage, food, and foodservice sectors[249] - The company focuses on innovative, fiber-based packaging solutions, leveraging its low-cost paperboard mills and global packaging network[250] - GPIP purchased 32.5 million partnership units from IP for $500 million in cash during 2020, fully redeeming 18.2 million units[252] - On February 19, 2021, GPIP purchased 9.3 million partnership units from IP for $150 million in cash, and IP exchanged 15.3 million units for GPHC common stock[252] - As of May 21, 2021, IP exchanged its remaining 22.8 million partnership units for GPHC common stock, resulting in IP having no ownership interest in GPIP[252] - The Company currently owns 100% of GPIP after IP's final exchange in 2021[253] - Receivables sold and derecognized in 2022 were $3,299 million, compared to $2,947 million in 2021[260] - The Company sold receivables of $1,124 million in 2022 related to supply chain financing arrangements, up from $693 million in 2021[261] - Depreciation expense for 2022 was $463 million, compared to $420 million in 2021 and $414 million in 2020[268] - Amortization expense for 2022 was $90 million, compared to $69 million in 2021 and $62 million in 2020[270] - Goodwill balance at December 31, 2022, was $1,979 million, with $980 million in Americas Paperboard Packaging and $481 million in Europe Paperboard Packaging[276] - Asset retirement obligations at December 31, 2022, were $13 million, primarily related to landfill closure and post-closure costs[278] - Revenue recognized from contracts with customers for the years ended December 31, 2022, 2021, and 2020 was $9,410 million, $7,131 million, and $6,537 million, respectively[283] - Research and development expenses for the years ended December 31, 2022, 2021, and 2020 were $14 million, $10 million, and $10 million, respectively[287] - Total charges associated with business combinations, shutdown and other special charges, and exit activities for the year ended December 31, 2022 were $131 million, compared to $138 million in 2021 and $61 million in 2020[290] - The company's capital investments in 2022 were $430 million ($549 million paid), compared to $899 million ($802 million paid) in 2021[189] - Net sales from operations outside of the U.S. represented approximately 29% of the company's net sales in 2022[192] - The company recorded a net currency translation adjustment loss of $148 million for the year ended December 31, 2022, due to changes in the U.S. dollar exchange rate against other currencies[192] - The company completed the acquisition of AR Packaging on November 1, 2021, for $1,412 million, net of cash acquired of $75 million[198] - Total capital investment for 2023 is expected to be in the range of 7% to 8% of sales[214] - The company's contract assets as of December 31, 2022 and 2021 were $8 million and $17 million, respectively, while contract liabilities were $65 million and $61 million, respectively[285] - The company's valuation allowance against net deferred tax assets as of December 31, 2022 and 2021 was $57 million and $38 million, respectively[210] - The company increased its estimated withdrawal liability for multi-employment benefit plans by $12 million in Q2 2020 and recorded a $4 million reduction in Q4 2020 due to a settlement agreement[297] - The company repurchased $28 million worth of shares in 2022, with an average price of $20.91 per share, and had $119 million remaining for repurchases under the 2019 share repurchase program[300] - GPIL issued $400 million in 0.821% Senior Secured Notes due 2024 and $400 million in 1.512% Senior Secured Notes due 2026 in March 2021, using proceeds to repay term loan borrowings[335] - GPIL extended the maturity of $975 million in senior secured term loans to April 2026 and added $400 million to its senior secured revolving credit facilities under the Fourth Amended and Restated Credit Agreement[336] - GPIL issued $100 million in tax-exempt green bonds in September 2021, with proceeds used to fund the CRB platform optimization project, including a new CRB machine at its Kalamazoo mill[339] - GPIL completed a private offering of $400 million in 3.750% senior unsecured notes due 2030 and €290 million in 2.625% senior unsecured notes due 2029 in November 2021, using proceeds to repay term loans and revolver borrowings[342] - As of December 31, 2022, the company had $1,850 million in total commitments under its Senior Secured Domestic Revolving Credit Facility, with $565 million outstanding and $1,262 million available[346] - Long-term debt maturities for the company as of December 31, 2022, include $752 million due in 2024 and $1,794 million due in 2026, with total long-term debt of $5,097 million[346] - The company incurred total lease costs of $138 million in 2022, including $82 million in operating lease costs and $11 million in finance lease amortization[352] - The company was in compliance with all covenants under its Current Credit Agreement and Indentures as of December 31, 2022[348] - Operating lease right-of-use assets decreased from $258 million in 2021 to $245 million in 2022[354] - Total operating lease liabilities decreased from $266 million in 2021 to $250 million in 2022[354] - Total finance lease liabilities and financing obligations increased from $146 million in 2021 to $170 million in 2022[354] - Weighted average remaining lease term for operating leases increased from 6 years in 2021 to 7 years in 2022[354] - Weighted average discount rate for operating leases increased from 2.74% in 2021 to 3.76% in 2022[354] - Total lease payments for operating leases are $281 million, with imputed interest of $31 million, resulting in a total of $250 million[355] - Total lease payments for finance leases are $257 million, with imputed interest of $87 million, resulting in a total of $170 million[355] - As of December 31, 2022, there were 10.0 million shares remaining available to be granted under the 2014 Plan[358] - RSUs granted to employees in 2022 had a weighted-average grant date fair value of $20.19, up from $16.14 in 2021[360] - The unrecognized expense related to RSUs at December 31, 2022 is approximately $40 million, expected to be recognized over a weighted average period of 2 years[360] Intellectual Property and Innovation - The company's future success depends on its ability to develop new products and protect intellectual property, including technologies like Fridge Vendor and KeelClip[86] Legal and Contractual Agreements - Third Supplemental Indenture dated June 25, 2019, involving Graphic Packaging International, LLC and U.S. Bank, National Association, related to the 3.5% Senior Notes due 2028[509] - Fourth Supplemental Indenture dated March 6, 2020, involving Graphic Packaging International, LLC and U.S. Bank National Association, related to the 3.5% Senior Notes due 2028[509] - Fifth Supplemental Indenture dated August 20, 2020, involving Graphic Packaging International, LLC and U.S. Bank National Association, related to the 3.5% Senior Notes due 2029[509] - Sixth Supplemental Indenture dated March 8, 2021, involving Graphic Packaging International, LLC and U.S. Bank, N.A., related to the 3.5% Senior Notes due 2029[509] - Seventh Supplemental Indenture dated November 19, 2021, involving Graphic Packaging International, LLC and U.S. Bank, National Association, related to the 3.5% Senior Notes due 2029[509] - Eighth Supplemental Indenture dated November 19, 2021, involving Graphic Packaging International, LLC, U.S. Bank, National Association, and Elavon Financial Services DAC, related to the 3.5% Senior Notes due 2029[509] - Fourth Amended and Restated Credit Agreement dated April 1, 2021, involving Graphic Packaging International, LLC and Bank of America, N.A., as Administrative Agent[511] - Share Purchase Agreement dated May 12, 2021, involving Sarcina Holdings S.a.r.l. and Graphic Packaging International Europe Holdings B.V.[511] - Consent and Waiver Agreement dated May 19, 2021, involving Graphic Packaging International Partners, LLC and International Paper Company[511] - Directors' Non-Qualified Deferred Compensation Plan effective January 1, 2021[511] Hedging and Financial Instruments - The company has entered into natural gas swap contracts to hedge a portion of its forecasted natural gas usage for 2023, with realized gains and losses included in financial results concurrently with the recognition of the commodity consumed[193] - The company has no outstanding interest rate swaps as of December 31, 2022[218] - The company has previously used forward exchange contracts to manage risks associated with foreign currency transactions, with changes in fair value recognized in Accumulated Other Comprehensive Loss[221] - No outstanding forward exchange contracts as of December 31, 2022 and 2021, with multiple contracts expiring in 2020[222] - The company drew €210 million from a delayed draw term loan facility and issued €290 million in senior unsecured notes in 2021, designated as a net investment hedge[224] - Foreign currency forward exchange contracts totaling $111 million in net notional amounts as of December 31, 2022[225] - Realized losses of $48 million from deal contingent foreign exchange forward contracts in 2021[226] - Natural gas swap contracts with a net liability of $12 million as of December 31, 2022[227] Impairment and Valuation - The company concluded that all reporting units with goodwill have a fair value exceeding their carrying value, with the Foodservice and Europe reporting units exceeding by 83% and 42%, respectively[205] - The company recorded a $12 million non-cash impairment charge for goodwill related to its folding carton plants in Russia, reducing the carrying value of goodwill for these facilities to zero[206] - The company classified its two folding carton plants in Russia as held for sale and recorded a non-cash impairment charge of $84 million in 2022, in addition to the $12 million goodwill impairment[207] Depreciation, Amortization, and Pension - The company expects depreciation and amortization expense, including pension amortization, to be approximately $570 million in 2023[216] - The company anticipates pension plan contributions to be between $15 million and $25 million in 2023[216] Tax and Deferred Income - The company has not provided for deferred U.S. income taxes on outside basis differences of approximately $44 million in its other international subsidiaries due to the intention to indefinitely reinvest these earnings outside the U.S.[212] - The company has elected to recognize global intangible low-taxed income (GILTI) as a period cost as incurred, with no deferred taxes recognized for basis differences expected to impact the amount of the GILTI inclusion upon reversal[213] Shareholder and Equity Information - The company repurchased $28 million worth of shares in 2022, with an average price of $20.91 per share, and had $119 million remaining for repurchases under the 2019 share repurchase program[300] - As of December 31, 2022, there were 10.0 million shares remaining available to be granted under the 2014 Plan[358] - RSUs granted to employees in 2022 had a weighted-average grant date fair value of $20.19, up from $16.14 in 2021[360] - The unrecognized expense related to RSUs at December 31, 2022 is approximately $40 million, expected to be recognized over a weighted average period of 2 years[360]

Graphic Packaging Holding Company (NYSE:GPK) Q4 2022 Earnings Conference Call February 7, 2023 10:00 AM ET Melanie Skijus - Vice President of Investor Relations Michael Doss - President and Chief Executive Officer Stephen Scherger - Executive Vice President and Chief Financial Officer Operator I would now like to hand over to Melanie Skijus, Vice President of Investor Relations. The floor is yours. Please go ahead. Good morning, and welcome to Graphic Packaging Holding Company's fourth quarter and full-year ...

February 7, 2023 Michael P. Doss President and Chief Executive Officer Inspired Packaging. A World of Difference. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS Stephen R. Scherger Executive Vice President and Chief Financial Officer FORWARD LOOKING STATEMENTS ©2023 Graphic Packaging International 3 ©2023 Graphic Packaging International 2 $1,600 Any statements of the Company's expectations in these slides, including, but not limited to statement ...

Graphic Packaging Holding Company (NYSE:GPK) Q3 2022 Earnings Conference Call October 25, 2022 10:00 AM ET Company Participants Melanie Skijus - Vice President-Investor Relations Mike Doss - President & Chief Executive Officer Steve Scherger - Executive Vice President & Chief Financial Officer Conference Call Participants Ghansham Panjabi - Baird Mark Wilde - Bank of Montreal Mark Weintraub - Seaport Research Partners George Staphos - Bank of America Kyle White - Deutsche Bank Cleve Rueckert - UBS Mike Roxl ...

THIRD QUARTER 2022 EARNINGS RESULTS October 25, 2022 Michael P. Doss President and Chief Executive Officer Stephen R. Scherger Executive Vice President and Chief Financial Officer Inspired Packaging. A World of Difference. FORWARD LOOKING STATEMENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Any statements of the Company's expectations in these slides, including, but not limited to, guidance regarding incremental 2022 EBITDA from the K2 paperboard machine and CRB optimization, expected 2022 p ...

Graphic Packaging Holding Company (NYSE:GPK) Q2 2022 Earnings Conference Call July 26, 2022 10:00 AM ET Company Participants Melanie Skijus - VP-IR Mike Doss - President and CEO Steve Scherger - EVP and CFO Conference Call Participants Mark Wilde - Bank of Montreal George Staphos - Bank of America Mark Weintraub - Seaport Research Partners Ghansham Panjabi - Baird Cleve Rueckert - UBS Kyle White - Deutsche Bank Gabe Hajde - Wells Fargo Adam Samuelson - Goldman Sachs Mike Roxland - Truist Arun Viswanathan - ...