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©2019 Graphic Packaging International

Investor PresentationMarch 2019

©2019 Graphic Packaging International 2

Forward Looking Statements

Any statements of the Company’s expectations in these slides constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements, including but not limited to, expected increases in Adjusted EBITDA, cash flow and pricing, as well as expected productivity and efficiency of the Monroe, Louisiana facility, capital spending, pension expense, cash taxes, depreciation and amortization, pension amortization, interest expense, effective tax rate, and net leverage, are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company's present expectations. These risks and uncertainties include, but are not limited to, inflation of and volatility in raw material and energy costs, cutbacks in consumer spending that reduce demand for the Company’s products, continuing pressure for lower cost products, the Company’s ability to implement its business strategies, including productivity initiatives and cost reduction plans, currency movements and other risks of conducting business internationally, and the impact of regulatory and litigation matters, including the continued availability of the Company’s net operating loss offset to taxable income, 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 required by law. Additional information regarding these and other risks is contained in the Company's periodic filings with the SEC.


We are a Packaging Company Making Products for the World’s Food, Beverage, Foodservice, and Consumer Products Companies

3

Food (37% of Revenue)

Beverage (20% of Revenue)

Household, Personal Care, Other (20% of Revenue)

Foodservice (23% of Revenue)


The Graphic Packaging Story

4

Cash Flow

Geographic Profile

• ‘Pure Play’ paper based packaging company deriving nearly 100% of revenue from defensive food, beverage, foodservice, and consumer goods end-markets

• Largest North American folding carton and paper cup manufacturer

• Vertically integrated, low cost supplier

• Leading paperboard producer across the CRB, CUK, and SBS paperboard grades

• ~3.7M tons of paperboard produced annually

• Significant opportunities for growth and productivity gains post combination with SBS mills and foodservice converting assets

• Focused on driving SBS mill integration higher via organic opportunities and tuck-under acquisitions in the U.S. and Europe

• Strong cash flow generation profile and balance sheet. Significant flexibility to pursue tuck-under acquisitions as well as maintain balance sheet strength to repurchase IP’s stake, if IP chooses to begin monetizing on 1/1/2020

(1) The 2017 Cash Flow is before the impact of the $82 million incremental pension contribution

(1)

~


Leading Market Positions in Folding Carton, Paper Cups, and Paperboard Production

Source: PPC, management estimate

5

North America Folding Carton Market - 2018

U.S. Paper Cups Market - 2018

Paperboard Mill Position (000, tons)

#1 N.A. Share

#2 N.A. Share#1 N.A. Share

Source: Management estimate

Source: AF&PA, management estimate


Low Cost Mills

• 4 Virgin Paper Mills located near Southeast low cost wood fiber baskets– Largest producer of CUK in

world at ~1.5M tons– 2nd largest N. America SBS

producer at ~1.2M tons

• 4 Recycled Mills located near largest customers– Largest N. America

producer of CRB at ~1.0M tons

• Recent investments:– Reduce energy footprint– Reduce chemical usage– Reduce water usage

• Generate ~1-2% growth annually from innovation

• Focused on consumer trends:– Sustainability– Specialty Brands– Convenience– Freshness– Healthier Choices

• Innovation centers world-wide

Innovative Converted Products

Efficient Converting

• 60+ Global Converting Plants

• U.S. National Accounts– Located close to mills to

minimize logistics costs

• U.S. Regional Accounts– Located close to customers

to optimize response time

• Europe– Acquired network of high

quality, low cost assets

Drives Long-Term EBITDA & Cash Flow

A Vertically Integrated Business Model Drives Cash Flow by Selling Folding Cartons and Foodservice Products to Leading CPG Companies

6


Vertically Integrated Business Model Offers Tremendous Operating Leverage

7

Outsource to support additional demand

Grow converting volume

• Europe

• Other International

• North America

• New product development

• Growth in foodservice

• Conversions into CUK

• Targeted share gains

• AcquisitionsFill the mills

• Maintain/grow open market and integrated sales volume

• Optimize the mix

Invest in the mills

• Add incremental capacity(when clearly required)

• Reduce costs

• Expand product offering

Drives EBITDAand Cash Flow


New Product Development (NPD)

Brand Building\Convenience

8

Summary• NPD adds approximately 100 basis points to revenue per annum• GPK’s core volume has roughly been flat over the last 5-years as NPD growth with new customers and in new

geographies offset end-market trends in packaged food• NPD focus areas – Brand Building, Convenience, Sustainability, Foodservice, Strength – substrate substitution

opportunities

• Differentiate product on shelf• Improved convenience features for customers• On the go consumption• Proprietary microwave technology

Foodservice

• Growing vertical• Well positioned with SBS and CUK paperboard

substrates

Sustainability

• Our wood-based-packaging is sustainable, renewable, and recyclable

• Substrate substitution• Replacement opportunities of thermoformed cups

and plastic pouches, CPET plastic trays, polystyrene foam cups, and shrink wrap

Strength

• Exposed to the Club Store channel• Substrate substitution

• Corrugated to CUK• Drives savings to CPG• Improved shelf appeal and convenience

features


Key Financial Metrics

Adjusted EBITDA and EBITDA Margins Cash Flow from Operations (CFO), Capex

Dividends and Share RepurchasesNet Debt/Adjusted EBITDA

9

10.0%

11.0%

12.0%

13.0%

14.0%

15.0%

16.0%

17.0%

18.0%

19.0%

$400

$500

$600

$700

$800

$900

$1,000

2013 2014 2015 2016 2017 2018

EB

ITD

A

Ma

rgin

s (%

)

EB

ITD

A

US

$ M

Adjusted EBITDA Adjusted EBITDA Margins

(600)

(400)

(200)

0

200

400

600

800

1000

2013 2014 2015 2016 2017 2018

US

$ M

CFO Capex

3.5 3.53.3

2.62.4

2.7

3.13.0

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

2011 2012 2013 2014 2015 2016 2017 2018

Ne

t D

eb

t/E

BIT

DA

Net Debt/Adjusted EBITDA

0

20

40

60

80

100

120

140

160

180

2014 2015 2016 2017 2018

US

$,

M

Dividends Share Repurchases

(1) The 2017 Cash Flow from Operations is before the impact of the $82 million incremental pension contribution


Key Strategic Priorities

Operational Excellence Re-Investment In The Business Capital Allocation

Outperform in tough end-market volume environment• End-markets are stable,

with limited natural growth• Grow in foodservice, global

beverage, and through new product development

Ensure price offsets commodity inflation over reasonable timeframe• For CRB and CUK, roughly,

50% of the contracts that adjust use an index pricing model and 50% are on a cost-model

• For SBS, largely tied to an index pricing model

• Continuing to migrate to cost-models

Drive productivity in excess of labor inflation within baseline capital spend• Baseline capital spend including the SBS

mill and foodservice converting assets combination ~$325M

▪ Maintenance ~$225M▪ Return focused ~$100M

When capital exceeds $325M, clearly outline the project scope and return profile• Size of projects typically in the $15-$40M

range• Target after-tax IRR’s in mid-to-high

teens

Projects in 2017/18 that were above baseline capital spend• Machine upgrade at W. Monroe in Q1

2017▪ $40M investment / $12M of

annualized EBITDA• Curtain coater installation at Macon in Q3

2018▪ $30M investment / $10M of

annualized EBITDA

Acquisitions• Purchase assets at post-synergy

multiple below our current valuation trading multiple

• Continue to increase our integrated (mill to converting) position, to drive cash flow

• Extend run-way for organic capital deployment at compelling IRRs

Dividends• At $0.30/share, dividend/cash

flow ratio is approximately 25%• Good runway to grow dividend

as earnings grow

Share repurchases• Repurchase shares

opportunistically• When shares are trading below

our estimate of intrinsic value and the returns of share repurchases compare favorably to tuck-under acquisitions and organic investments

10


Successfully Started up new Monroe, LA Folding Carton Facility – Replacing Existing Converting and Warehouse Facilities in the Region – will be One of the Most Productive and Flexible Folding Carton Facilities in the World

11

• One of the most productive and flexible food and beverage folding carton manufacturing facilities well positioned to service evolving customer needs

• Strategically located near West Monroe Paperboard Mill to reduce logistics costs

• Consolidates two manufacturing locations and three outside warehouses into one site

• Over time, will absorb ~$75 million (~ 1 facility equivalent) of volume from other higher cost operations

• Significant reduction in fixed costs reflecting world class print, cut, glue, and automation capabilities

• Invested Capital – $178 million investment ($82 million capital spend; $96 million capital leases)

• Expect $30 million in EBITDA contribution by 2021

─ Neutral impact in 2019 due to start-up costs; $20 million positive EBITDA contribution in 2020; $30 million positive EBITDA contribution in 2021

• ~1.3 million square feet

• Will be one of the most productive folding carton facilities in the world with annual converting of ~400k paperboard tons

• Construction and machinery installation complete by Q3 2019

Strategic RationaleMonroe Facility


Completed 2019 Capital Expenditures Planning Process. Targeting 2019 Spending of ~$325 Million

12

Baseline capital expenditures framework

• Drive productivity in excess of labor and benefits inflation within baseline capital spend

• Baseline capital spend including the SBS mill and foodservice assets ~$325 million

• Maintenance ~$225 million

• Return focused ~$100 million

• When capital exceeds $325 million, clearly outline the project scope and return profile

• Target after-tax IRR’s in mid-to-high teens

Projects in 2018 that were above baseline capital spend

• Capital expenditures in 2018 expected to be $390 million compared to our baseline figure of $325 million

• Curtain coater installation at Macon in Q3 2018 – $30 million investment / $10 million of annualized EBITDA

• Augusta recovery boiler rebuild and related electrical upgrades in Q4 2018 - $40 million project

Curtain Coater Projects Completed

Targeting 2019 Capex of ~$325 million

Baseline pre-SBS Assets

Baseline post-SBS Assets

Timeframe Mill Machine

Q1 2014 Kalamazoo No. 1

Q3 2016 Macon No. 1

Q3 2018 Macon No. 2


Solid Track Record of Share Repurchases and Reducing Fully Diluted Shares Outstanding – Board of Directors has Approved a New $500 million Share Repurchase Program

13

Q4 2018 and YTD 2019 share repurchase activity

• Repurchased $119 million in GPK shares in Q4 2018 at an average price of $11.35 per share

• YTD 2019 repurchased an additional $31 million in shares

• Q4 2018 and YTD 2019 share repurchase activity of ~$150 million reduced share count by 4%

• Repurchases executed at prices below our estimate of intrinsic value of GPK shares

Share repurchase activity since start of authorization in February 2015

• Repurchased $440 million in GPK shares at an average price of $12.39

• Share repurchase activity since January 2015 has reduced share count by ~10%

Share repurchase philosophy

• Repurchase shares opportunistically

• When shares are trading below our estimate of intrinsic value and the returns of share repurchases compare favorably to tuck-under acquisitions and organic investments


Integration of the SBS Mill and Foodservice Assets Exceeding Expectations, High Confidence in $75 Million Synergy Capture and Potential for Consistent Organic Growth Driven by Conversions to Paper Based Cups

14

• Expanded leading boxboard mill production footprint to include scaled SBS assets

• Significantly expanded converting footprint in growing foodservice market

• Created platform to increase SBS mill to converting integration via organic and non-organic growth

Combination

• 2018 EBITDA of $232.6 million, up $22.6 million YoY

• Integration of SBS mill and converting assets exceeding expectations – captured $35 million in year one synergies, exceeding target for year one of $25 million

• High confidence in our ability to capture $75 million of targeted synergies by end of year three

• Positioned for growth via conversion to paper based cups

• Augusta reliability issue addressed with successful Q4 recovery boiler rebuild

• Implemented two 2018 open market SBS cup stock and SBS folding carton price increases

• Completed Letica Foodservice acquisition – expands our geographic footprint and drives SBS integration

On Track to Capture $75 million of Synergies by End of Year Three

#1 N.A. Share

#1 N.A. Share

#2 N.A. Share

Paperboard Mill Position (000, tons)

2018 Performance, Integration


Compelling Rationale for Transaction

Broadens leading North America CRB and CUK

mill footprint to include a scaled SBS footprint

Significantly increases exposure to the growing foodservice market from

10% to 23% of sales

Provides runway to increase SBS

vertical integrationrates

Annual Production 2.5M Tons Annual Production 3.7M Tons

Opportunity to drive significant

synergies ~$75M

1

2

34

15


Summary Transaction Structure Overview

• Transaction closed on January 1, 2018

• SBS mill and foodservice business valued at $1.8 billion – International Paper’s (IP) Partnership interest valued at $1.14 billion, and assumed debt of $660 million

• IP’s $1.14 billion partnership interest (20.5%) reflects 79.911591 million GPK share equivalents ($14.25/share) if and when IP chooses to monetize its stake – no GPK shares issued at transaction close date

• Graphic Packaging will be the sole operator of GPIP. No change to Graphic Packaging’s current Board of Directors or leadership team

• IP will have a 2-year lock-up on the monetization of their ownership interest

• International Paper will have the option to monetize its stake on 1/1/2020

• If IP chooses to monetize its stake – GPK has significant flexibility on how that occurs

• 61.633409 of the 79.911591 million shares can be settled in cash or GPK shares; the delta (18.278182 million shares) must be settled in cash

• The maximum IP can monetize in a 180-day period (6-months) is $250 million

• IP cannot purchase GPK shares for a period of 5 years, subject to limited exceptions

• The combined businesses will operate as Graphic Packaging International, the company’s operating subsidiary

16Source: Exchange Agreement in 8-K filed on 1/2/2018


Summary Transaction Structure Overview

Public Shareholders Public Shareholders

IP(Publicly-traded)

GPK(Publicly-traded)

Graphic Packaging International Partners, LLC

(GPIP)

Graphic Packaging International, LLC

20.5% 79.5%

Illustrative Transaction Framework

17


Recent North American Acquisitions Provide Profitable Growth Platform in Key Geographies and End Markets

• Combined expected annualized Sales ~$690M

• Combined expected annualized EBITDA of ~$86M

− Combined expected annualized EBITDA including synergies of ~$110-120M

• Added 18 folding carton and 2 foodservice facilities, and a CRB mill

− Increased U.S. East Coast presence

− Extended reach in Western U.S., Canada and Mexico

− Integrated additional tons

− Broadened customer base

− Offering new and existing customers a wider range of products

• Gained outstanding leadership and a talented workforce

• Enabled closure of 3 higher cost, legacy facilities (Renton, WA; Piscataway, NJ; Menasha, WI)

RECENT ACQUISITIONS JAN 2015 – OCT 2018

Tijuana,Mexico

Monterrey,Mexico

18

Carton Craft(Jul ’17)

New Albany, IN

Seydaco(Dec ’17)

PFP(Jun ’18)

Letica Foodservice

(Oct ’18)

Rose City (Jan ’15)Cascades’ Norampac Mill (Feb ’15)Cascades’ Norampac (Feb ’15)Carded Garphics (Oct ’15)G-Box (Jan ’16)Walter G. Anderson (Feb ’16)Metro Packaging & Imaging (Mar ’16)


Letica Acquisition Extends our Leading Position in Growing Paperboard-Based Foodservice Market in North America

• Purchase price ~$95 million

• LTM Sales of ~$110 million

• LTM EBITDA of ~$10 million

• Run rate EBITDA of $15-16 million USD in 12-24 months

• Post-synergy, EV/EBITDA multiple expected to be ~6.0X

• Manufacturing facilities in Clarksville, Tennessee and Pittston, Pennsylvania

− Diversifies customer base, enhances geographic footprint, and provides needed capacity to meet growing paper cup demand

− Increases (30k SBS tons) mill to converting plant integration into growing markets

− Provides runway for further margin improvement

19

LETICA ACQUISITION

GPKFoodservice

Locations

Letica

GEOGRAPHIC OVERVIEW


Current European Manufacturing Footprint

20

European Expansion by Applying our Successful North American Strategy into a Fragmented European Market

Built a scale European business since December 2012:

– $650M Revenue base

• Low double digit EBITDA margins

• 13 plants convert ~300k tons per year

• Strong market positions in Beverage, Food, Convenience

– Significant opportunity to further consolidate market through acquisitions

• Large, stable, and steadily growing folding carton market, €10B

• No. 2 market share position, but less than 10% of the overall market

Folding Cartons Plants


Norgraft Acquisition Consistent with our Strategic Objective to Generate $1 Billion of Folding Carton Converting Revenue in Europe

• Purchase price ~$50M

− Includes new state of the art printing press ~$5M

• LTM Sales of ~$40M

• LTM EBITDA of ~$5.5M

• Run rate EBITDA of ~$7-8M USD in 12-24 months

• Post-synergy, EV/EBITDA multiple is expected to be ~6.0X

• Two converting facilities in Cantabria, Spain

− Acquisition expands our footprint in the stable and modestly growing Southern European food and beverage markets

− Provides runway for further margin improvement

− Increases our mill to converting plant integration into growing markets over time

21

NORGRAFT ACQUISITION

Cantabria, Spain

Norgraft(Oct ‘17)


$1.0B

$0.7B

$0.5B

$0.3B

$0.2B

$0.6B

$0.3B

European Converters

$0.3B

European Folding Carton Market

Food ~€4.1B

Beverage ~€0.9B

Non-Food (consumables) ~€3.6B

Durable/Household ~€1.5B

Total Folding Carton ~€10B

Source: Company estimates and ECMA

Large European Folding Carton Market Served by a Broad Range of Converters

22


Appendix

23


Strong Track Record of Capital Allocation and Compelling Valuation Multiple Compared to Packaging Peers

• Mid-to-high teens IRR on organic capital investments that drive spending above the baseline ~$325M level

• Post-synergy multiple of ~6X on completed acquisitions

• Increased dividend to annualized $0.30/share (2.4% yield); room to grow

• Consistent share repurchase profile

• Since commencing first $250M share repurchase on 2/5/2015 have repurchased $440M or 30M shares for $12.39/share, which is equivalent to ~10% of shares outstanding as of 4Q2014

• Board of Directors has approved a new $500 million share repurchase program in early 2019

• $550M available under current share repurchase authorization plan

• The share count has declined 25% since year-end 2011

Share RepurchasesM&A – Since 2012

1,197

1,441

140201

0

200

400

600

800

1000

1200

1400

1600

US

$,

M

15

8.5

6.0

0

2

4

6

8

10

12

14

16

24

250.0

270.0

290.0

310.0

330.0

350.0

370.0

390.0

410.0

(350)

(300)

(250)

(200)

(150)

(100)

(50)

0

2012 2013 2014 2015 2016 2017 2018

Sh

are

s O

/S

US

$ M

Share Repurchase Shares O/S


2018 and 2019 Price to Commodity Input Cost Relationship

25

2018 Price to Commodity Input Cost Relationship

• In 2018, GPK realized ~$80 million in price

• In 2018, GPK incurred ~$100 million in commodity input cost inflation

• The ~$100 million represents ~5% rate of inflation on the total commodity input cost spend

• The key drivers of inflation in 2018 were freight, chemicals, and external paper

Expect Positive 2019 Price to Commodity Input Cost Relationship

• Expect ~$110 million in price in 2019 (excluding the recently announced open market $50 per ton CUK price increase) reflecting the execution of multiple pricing initiatives

• Expect commodity input cost inflation of ~$85 million in 2019 or ~4% inflation

• Continue to experience freight inflation in 2019, albeit below 2018 levels; expect modest inflation for wood fiber, recycled fiber, external paper, chemicals, and energy in 2019

• Wet weather in the U.S. South is resulting in significant wood fiber inflation in the near-term

Price to Commodity Input Cost

2018 Commodity Input Cost Breakout


2019E EBITDA Guidance Bridge

26

In US$ millions

~

~


2019E Cash Flow Guidance Bridge

27

In US$ millions

~

~


2019E Guidance

2018Actual

2019Guidance

– Cash Flow available for Net Debt Reduction, Dividends & Share Repurchase (before M&A/Capital Markets activity)

$469M ~$500M

– Capital Expenditures $395M $320M

– Cash Pension Contributions $6M $10M

– Pension Expense/(Income) (includes pension amortization) $3M $15M

– Cash Taxes $27M $35M

– Depreciation & Amortization (excluding pension amortization)

$431M $435M

– Pension Amortization $6M $10M

– Interest Expense $124M $140M

– Effective Tax Rate (Normalized) 21% 25%

– Year End Net Leverage Ratio 2.98x 2.5x-3.0x

28


Food –~37% of Revenue

Strong competitive position

• High share across core CRB/CUK folding carton food markets

• Strong track record of innovation

• Low cost converting network

• Optimized freight position

Markets are highly stable, but not growing

• Dry foods, cereal, pasta, frozen pizza, frozen foods, microwave

Focus on outperforming tough end-market environment

• Brand building

• Convenience

• Strength – substrate substitution from corrugated to CUK

• Focus on mid-tier customers that are winning in the market place

• GPK’s volume flattish over the last 5-years, despite difficult end-market environment

Grow business through acquisitions

• Closed 7 acquisitions in N.A. over the last 36 months

• Acquisitions enhance end-market (i.e. increased private label) and customer exposure (i.e. increased smaller customers base)

• Acquisitions provide significant runway for cost savings via closure of higher cost assets

29


Beverage –~20% of Revenue


• Leading global market position across all paperboard multipack geographies

• ~80% of Global Beverage business is running on our machines

• ~40% of business is protected by proprietary innovation

Mature markets are stable with pockets of growth

• Beer represents the majority of the portfolio

• Mega beer volume declined modestly in 2017

• Beer is growing globally with paperboard taking share from shrink wrap, reflecting the premiumization trend globally

• Craft beer continues to grow, albeit at a slower rate relative to the previous 5-10 years

• Carbonated soft drink (CSD) volume continues to decline

• The pace moderated slightly in 2016 and 2017

• Growth in other areas helping offset CSD decline

• Sparkling water

• Ready-to-drink teas and energy drinks

• GPK global beverage volume up modestly in 2017

30


Foodservice –~23% of Revenue


• Leading producer of SBS and CUK based foodservice products in North America

• Foodservice produces ~4,000 SKUs of hot and cold cups, lids, sleeves, carriers and food containers


• Low cost converting network

• Optimized freight position

Markets are stable and growing modestly

• Nearly 80% of sales to Quick Serve Restaurants (QSR) channel

• Selling to some of the largest and best known QSR banners

• Fiber-based foodservice products taking share from foam, polystyrene

• Industry organic volume growth of 1%-1.5%

Focus on outperforming market through innovation

• Leading double-wall cup technology

• Strong know how in cup forming and cup lids

• Leading intellectual property on sustainable barrier coatings for cups and containers

Path forward

• Focused on growing business organically and through acquisitions

31


Non-Food Consumer Products and Other –~20% of Revenue

Market exposure for non-food Consumer Products – ~7% of revenue

• Selling into highly stable non-food consumer product end-markets

• Household products

• Pet care

• Laundry

• Personal care

• Non-food cartons highly complimentary to food cartons


• Convenience features

• Substrate substitution

Market exposure for Other - ~13% of revenue

• Exposure to the pharmaceutical, personal care, tobacco, and general consumer end-markets via sales of open market SBS paperboard

32


Americas – Food, Beverage, Foodservice, Consumer Products ~85% of Revenue

Current profile

• N.A (US + Canada), Mexico, Brazil represents about $5.0B in revenue

• N.A. is ~$5.0-5.05B

• Mexico and Brazil are ~$100-150M

• N.A.

• Leading market positions across the food, beverage, foodservice, and household products verticals

• Leader in innovation

• Low cost mill and converting network

• Optimized freight position for food in the US Midwest

• Dedicated plants for beverage

• Mexico

• Recent G-Box acquisition expands footprint in Mexico beyond beverage and provides platform for further acquisitions

End-market exposure

• Food ~37%

• Beverage ~20%

• Foodservice ~23%

• Household and Consumer Products & Other ~20%

33


Europe – Food, Beverage, Consumer Products ~12% of Revenue

Current profile

• Europe represents about $650M in revenue

• UK is about 50% and rest of Europe (primarily W. Europe) is 50%

• Achieved material margin improvement as Europe acquisitions Contego, A&R Carton, and Benson have been integrated – low double digits EBITDA margin vs. 4% in 2012

• On track to ship 150k+ tons of CUK to Europe in 2016, up from 90k into 2014

• No. 2 market share position in a fragmented market

• Significant opportunity to grow via M&A

Balanced end-market exposure

• Beverage

• 50%

• Food

• 20%

• Consumer Products

• 10%

• Convenience

• 10%

• Food Service

• 10%

34


Rest of the World –Australia/Japan/China ~3% of Revenue

Current profile

• Established positions in growing markets around the world

• Australia/New Zealand

• China

• Japan

• Majority of business is beverage, with strong market share positions

• Recent Colorpak acquisition expands footprint in Australia/New Zealand beyond beverage and provides platform for further acquisitions

• Potential for continued growth via bolt-on acquisitions

35


Recession Resistant Model

Nearly 100% of revenue from defensive end-markets

• Food – 37%

• Beverage – 20%

• Foodservice – 23%

• Non-food consumer staples folding cartons and Other – 20%

• North America – 85% of revenues

• Integrated mill to converting network

What happened in 2009?

• Core paper folding carton volume was down 3.6% in 2009

• GPK’s Adjusted EBITDA was up $81 million yoy in 2009 to $556 million or 14%

— Altivity acquisition closed in March 2008 and added $26 million to EBITDA

— Excluding Altivity, EBITDA increased by $54 million yoy driven by positive price/cost spread, productivity, synergies realization

Adjusted EBITDA and Converting Volume

36

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

0.0

100.0

200.0

300.0

400.0

500.0

600.0

700.0

800.0

900.0

Yo

Y %

Ch

an

ge

US

$,

M

Adjusted EBITDA Net Tons Sold Y/Y % Chg.

Beverage,

20%

Food, 37%

Foodservice,

23%

Non-food,

20%

End-Market Exposure

©2019 Graphic Packaging International 37

Reconciliation of Non-GAAP Financial Measures:Adjusted EBITDA

Reconciliation of Non-GAAP Financial Measures

In millions 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008

Consolidated Net Sales 6,023.0$ 4,403.7$ 4,298.1$ 4,160.2$ 4,240.5$ 4,478.1$ 4,337.1$ 4,206.3$ 4,095.0$ 4,095.8$ 4,079.4$

Net Income Attributable to Graphic Packaging Holding Company 221.1$ 300.2$ 228.0$ 230.1$ 89.7$ 146.6$ 122.6$ 276.9$ 10.7$ 56.4$ (99.7)$

Add (Subtract):

Net (Loss) Income Attributable to Noncontrolling Interests 72.9 - - - (0.7) 0.1 (2.5) (1.7) - - -

Income Tax Expense (Benefit) 54.7 (45.5) 93.2 130.4 45.4 67.4 82.5 (229.8) 27.5 24.1 34.4

Equity Income of Unconsolidated Entities (1.2) (1.7) (1.8) (1.2) (1.7) (1.5) (2.3) (2.1) (1.6) (1.3) (1.1)

Interest Expense, Net 123.7 89.7 76.6 67.8 80.7 101.9 111.1 144.9 174.5 196.4 215.4

Depreciation and Amortization 436.9 337.3 327.4 300.9 283.9 314.2 297.6 292.3 299.3 326.8 269.2

EBITDA 908.1 680.0 723.4 728.0 497.3 628.7 609.0 480.5 510.4 602.4 418.2

Loss (Gain) on Sale, Shutdown, or Impairment of Assets (38.6) (3.7) - 1.9 180.1 (17.9) 3.0 5.3 - 15.1 15.5

Business Combinations and Other Special Charges 70.0 35.9 40.4 21.3 19.0 32.3 24.4 7.1 55.1 69.6 42.1

Goodwill Impairment Charge - - - - - - - 96.3 - - -

Extended Augusta Mill Outage 29.6 - - - - - - - - - -

Alternative Fuel Tax Credits Net of Expenses - - - - - - - - - (137.8) -

Loss on Modification or Extinguishment of Debt 1.9 - - - 14.4 27.1 11.0 2.1 8.4 7.1 -

Adjusted EBITDA 971.0$ 712.2$ 763.8$ 751.2$ 710.8$ 670.2$ 647.4$ 591.3$ 573.9$ 556.4$ 475.8$

Adjusted EBITDA Margin % 16.1% 16.2% 17.8% 18.1% 16.8% 15.0% 14.9% 14.1% 14.0% 13.6% 11.7%

Net Income Attributable to Graphic Packaging Holding Company 221.1$ 300.2$ 228.0$ 230.1$ 89.7$ 146.6$ 122.6$ 276.9$ 10.7$ 56.4$ (99.7)$

Loss (Gain) on Sale, Shutdown, or Impairment of Assets (38.6) (3.7) - 1.9 180.1 (17.9) 3.0 5.3 11.7 15.1 15.5

Business Combinations and Other Special Charges 70.0 35.9 40.4 21.3 19.0 32.3 24.4 7.1 43.4 69.6 42.1

Accelerated Depreciation Related to Shutdown - 16.3 - - - 3.5 - - - - -

Extended Augusta Mill Outage 29.6 - - - - - - - - - -

Loss on Modification or Extinguishment of Debt 1.9 - - - 14.4 27.1 11.0 2.1 8.4 7.1 -

Tax Impact on Non-recurring Items (13.5) (16.0) (12.6) (6.3) (65.1) (10.2) (14.7) (21.8) - - -

Alternative Fuel Tax Credits Net of Expenses - - - - - - - - - (137.8) -

Goodwill Impairment Charge - - - - - - - 96.3 - - -

Tax Benefit Associated with Release of Tax Valuation Allowance - - - - - - - (265.2) - - -

Impact of U.S. Tax Reform (10.9) (136.0) - - - - - - - - -

Noncontrolling Interest, Net of Tax (8.3) - - - - - - - - - -

One-time Discrete Tax Item - - (22.4) - - - - - - - -

Adjusted Net Income Attributable to Graphic Packaging Holding Company 251.3$ 196.7$ 233.4$ 247.0$ 238.1$ 181.4$ 146.3$ 100.7$ 74.2$ 10.4$ (42.1)$

Adjusted Earnings Per Share - Basic 0.81$ 0.63$ 0.73$ 0.75$ 0.72$ 0.52$ 0.37$ 0.27$ 0.22$ 0.03$ (0.13)$

Adjusted Earnings Per Share - Diluted 0.81$ 0.63$ 0.73$ 0.75$ 0.72$ 0.52$ 0.37$ 0.26$ 0.22$ 0.03$ (0.13)$

Weighted Average Number of shares Outstanding - Basic 309.5 311.1 320.9 329.5 328.6 347.3 393.4 376.3 343.8 343.1 315.8

Weighted Average Number of shares Outstanding - Diluted 310.1 311.9 321.5 330.7 330.5 349.7 396.2 381.7 347.4 344.6 315.8

Calculation of Net Debt:

Short Term Debt and Current Portion of Long-Term Debt 52.0$ 61.3$ 63.4$ 36.6$ 32.2$ 77.4$ 79.8$ 30.1$ 26.0$ 17.6$ 18.6$

Long-Term Debt(a) 2,915.7 2,225.7 2,104.4 1,852.6 1,942.1 2,176.2 2,253.5 2,335.7 2,553.1 2,782.6 3,165.2

Less:

Cash and Cash Equivalents (70.5) (67.4) (59.1) (54.9) (81.6) (52.2) (51.5) (271.8) (138.7) (149.8) (170.1)

Total Net Debt 2,897.2$ 2,219.6$ 2,108.7$ 1,834.3$ 1,892.7$ 2,201.4$ 2,281.8$ 2,094.0$ 2,440.4$ 2,650.4$ 3,013.7$

Net Leverage Ratio (Net Debt/Adjusted EBITDA) 2.98$ 3.12$ 2.76$ 2.44$ 2.66$ 3.28$ 3.52$ 3.54$ 4.25$ 4.76$ 6.33$

(a) Excludes unamortized deferred debt issuance costs.

For the year ended December 31,

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