0001408075false00014080752024-07-302024-07-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event
reported): July 30, 2024
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware001-3398826-0405422
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
        Identification No.)
1500 Riveredge Parkway, Suite 100
Atlanta, Georgia 30328
(Address of principal executive offices)
(Zip Code)
(770) 240-7200
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per shareGPKNew York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐ 




ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 30, 2024, Graphic Packaging Holding Company issued a press release reporting its second quarter 2024 results. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 of this Form 8-K are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit Number Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
Pursuant to the requirements 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)
Date: July 30, 2024
By: /s/ Lauren S. Tashma
Lauren S. Tashma
Executive Vice President, General Counsel and Secretary
                                








Graphic Packaging Holding Company Reports Second Quarter 2024 Financial Results

Second Quarter 2024 Highlights

•Delivered strong EBITDA and margin performance, in line with expectations
•Generated Innovation Sales Growth of $51 million
•Divested Augusta, Georgia bleached paperboard manufacturing facility
•Repurchased approximately 2.4% of Graphic Packaging Holding Company common shares outstanding

Second Quarter 2024 Financial Results

•Net Sales $2,237 million, versus $2,392 million in 2023
•Net Income $190 million, versus $150 million in 2023
•Adjusted EBITDA $402 million, versus $453 million in 2023
•Adjusted EBITDA Margin 18.0%, versus 18.9% in 2023
•Earnings per Diluted Share $0.62 versus $0.49 in 2023
•Adjusted Earnings per Diluted Share $0.60, versus $0.66 in 2023
•Net Leverage 2.9x, versus 3.0x in second quarter 2023

ATLANTA, July 30, 2024 – Graphic Packaging Holding Company (NYSE: GPK), (the “Company”), a leader in sustainable consumer packaging, today reported second quarter 2024 results.

Net Income was $190 million, or $0.62 per share, based upon 306.9 million weighted average diluted shares. This compares to second quarter 2023 Net Income of $150 million, or $0.49 per share, based upon 309.1 million weighted average diluted shares. The second quarter of 2024 was impacted by a net gain from special items of $22 million and the second quarter of 2023 was impacted by a net charge from special items of $37 million. When adjusting for special items and amortization of purchased intangibles, Adjusted Net Income for the second quarter of 2024 was $183 million, or $0.60 per diluted share. This compares to second quarter 2023 Adjusted Net Income of $203 million, or $0.66 per diluted share.

Michael Doss, the Company’s President and CEO said, “Second quarter played out largely as expected, with continued strength in Foodservice and Beverage results, and strong execution driving solid Adjusted EBITDA. Consumers are responding to higher prices by shifting their purchasing patterns, and our portfolio, designed to move with the consumer, is doing just that. Graphic Packaging's innovation leadership was on full display in the quarter with a big win for PapersealTM Shape at one of the UK's largest food retailers. We are delivering the sustainable packaging solutions consumers prefer and are on track to reach $200 million in Innovation Sales Growth during 2024.

"On May 1st, we divested the Augusta bleached paperboard manufacturing facility, eliminating most of our open market bleached paperboard sales and removing a significant source of earnings volatility. We used a portion of the proceeds to repurchase approximately 2.4% of our outstanding common shares and will continue to return substantial cash to stockholders through dividends and share repurchase over the next several years as sales and cash flow grow."

Operating Results

Net Sales

Net Sales decreased 6% or $155 million to $2,237 million in the second quarter of 2024, compared to $2,392 million in the prior year period. The decline was driven by the divestiture of the Augusta, GA bleached paperboard manufacturing facility and reduced open market sales participation of $83 million and a net decline in sales from packaging operations of $73 million, primarily price and mix. Other acquisitions and divestitures (excluding Augusta) had a $16 million favorable impact on sales in the quarter, while foreign exchange had a $15 million unfavorable impact.

EBITDA

EBITDA for the second quarter of 2024 was $458 million, $24 million higher than the second quarter of 2023. After adjusting both periods for business combinations and other special items, Adjusted EBITDA was $402 million in the second quarter of 2024 versus $453 million in the second quarter of 2023. The $51 million decline in Adjusted EBITDA was driven primarily by the divestiture of the Augusta, GA bleached paperboard manufacturing facility, related bleached paperboard price and volume declines, and incremental planned maintenance expense (totaling $47 million), in line with expectations. Excluding those items, the negative impact of lower sales and modest cost inflation were offset by Net Performance. Other acquisitions and divestitures (excluding Augusta) had a $4 million favorable impact on EBITDA in the quarter, while foreign exchange had an $8 million unfavorable impact. Adjusted EBITDA Margin including the negative impact of maintenance, the divestiture, and reduced open market paperboard participation was 18.0% versus 18.9% in the prior year quarter.

1

Other Results and Commentary

Total Debt decreased $250 million to $5,285 million, and Net Debt decreased $250 million to $5,160 million, compared to the prior year second quarter. The Company's second quarter 2024 Net Leverage Ratio was 2.9x compared to 3.0x in the prior year quarter. During the quarter, the Company issued $500 million of 6.375% Senior Notes due 2032 and amended the approximately $2.8 billion Senior Secured Credit Facility to, along with other adjustments, extend the maturity from April 2026 to June 2029.

Capital expenditures in the quarter were $249 million, versus $189 million in the second quarter of 2023, primarily reflecting an acceleration in the timing of equipment purchases for the Waco, Texas recycled paperboard manufacturing facility.

The divestiture of the Company’s Augusta, Georgia bleached paperboard manufacturing facility was completed on May 1, 2024.

The Company returned approximately $261 million to stockholders during first half of 2024 through dividends and share repurchase activity. During the second quarter, the Company repurchased approximately 2.4%, or approximately 7.2 million shares of its common stock outstanding, for $200 million. Regular dividends of approximately $31 million and $30 million were paid in the first and second quarter, respectively.

2024 Annual Guidance

The Company is reiterating 2024 financial guidance:
•Adjusted EBITDA: $1.73 billion to $1.83 billion
•Adjusted Earnings per Diluted Share: $2.65 to $2.85

Innovation Sales Growth, Net Performance, and Non-GAAP Reconciliations

Innovation Sales Growth is defined as incremental sales of a product that delivers a significant change in materials used, package functionality, or design to a new or existing customer. Net Performance is defined as the impact of cost and productivity initiatives, production efficiencies and/or disruptions, and other operating impacts. A tabular reconciliation of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted EPS, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, Net Debt and Net Leverage is attached to this release.

Earnings Call (New Dial-In Numbers)

The Company will host a conference call at 10:00 a.m. ET today (July 30, 2024) to discuss the results of second quarter 2024. The conference call will be webcast and can be accessed from the Investors website at https://investors.graphicpkg.com. Participants may also listen via telephone by using the following dial-in numbers:

Toll-Free: 888-506-0062
International: 973-528-0011
Participant Access Code: 477193

Contacts
Investors: Investor.Relations@graphicpkg.com
Media: Comms@graphicpkg.com
2

Forward Looking Statements

Any statements of the Company's expectations in this press release, including but not limited to Innovation Sales Growth for 2024, sales and cash flow growth in the next few years, and 2024 Adjusted EBITDA and Adjusted Earning per Diluted Share guidance, constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements 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, continuing pressure for lower cost products, the Company’s ability to implement its business strategies, including productivity initiatives, cost reduction plans, as well as the Company’s debt level, 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 U.S. federal income tax attributes to offset U.S. federal income taxes and the timing related to the Company’s future U.S. federal income tax payments. 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.

About Graphic Packaging Holding Company

Graphic Packaging Holding Company (NYSE: GPK), headquartered in Atlanta, Georgia, 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.


















3

GRAPHIC PACKAGING HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months EndedSix Months Ended
June 30, June 30,
In millions, except per share amounts2024202320242023
Net Sales$2,237 $2,392 $4,496 $4,830 
Cost of Sales1,756 1,886 3,489 3,764 
Selling, General and Administrative197 205 412 402 
Other Expense, Net16 15 32 33 
Business Combinations, Exit Activities and Other Special Items, Net
(56)19 (39)34 
Income from Operations324 267 602 597 
Nonoperating Pension and Postretirement Benefit Expense— — (1)(1)
Interest Expense, Net(60)(60)(119)(118)
Income before Income Taxes
264 207 482 478 
Income Tax Expense(74)(57)(127)(121)
Net Income$190 $150 $355 $357 
Net Income Per Share - Basic$0.62 $0.49 $1.16 $1.16 
Net Income Per Share - Diluted$0.62 $0.49 $1.15 $1.15 
Weighted Average Number of Shares Outstanding - Basic305.7 308.2 306.7 308.4 
Weighted Average Number of Shares Outstanding - Diluted306.9 309.1 307.9 309.4 





























4

GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
In millions, except share and per share amountsJune 30,
2024		December 31,
2023
ASSETS
Current Assets:
Cash and Cash Equivalents$125 $162 
Receivables, Net875 835 
Inventories, Net1,699 1,754 
Assets Held for Sale 11 — 
Other Current Assets130 94 
Total Current Assets2,840 2,845 
Property, Plant and Equipment, Net4,826 4,992 
Goodwill2,014 2,103 
Intangible Assets, Net722 820 
Other Assets426 415 
Total Assets$10,828 $11,175 
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt
$327 $764 
Accounts Payable973 1,094 
Other Accrued Liabilities663 731 
Total Current Liabilities1,963 2,589 
Long-Term Debt4,930 4,609 
Deferred Income Tax Liabilities666 731 
Other Noncurrent Liabilities456 464 
SHAREHOLDERS’ EQUITY
Preferred Stock, par value $0.01 per share; 100,000,000 shares authorized; no shares issued or outstanding— — 
Common Stock, par value $0.01 per share; 1,000,000,000 shares authorized; 300,101,971 and 306,058,815 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively3 3 
Capital in Excess of Par Value2,031 2,062 
Retained Earnings1,167 1,029 
Accumulated Other Comprehensive Loss(389)(313)
Total Graphic Packaging Holding Company Shareholders’ Equity2,812 2,781 
Noncontrolling Interest1 1 
Total Equity2,813 2,782 
Total Liabilities and Shareholders' Equity$10,828 $11,175 









5


GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
In millions20242023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income$355 $357 
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization281 304 
Deferred Income Taxes(70)38 
Gain on Disposal of Business(75)— 
Asset Impairment Charges— 7 
Other, Net30 35 
Changes in Operating Assets and Liabilities(357)(450)
Net Cash Provided by Operating Activities164 291 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending(564)(372)
Packaging Machinery Spending(16)(13)
Acquisition of Businesses, Net of Cash Acquired— (100)
Proceeds from the Sale of Business711 — 
Beneficial Interest on Sold Receivables96 60 
Beneficial Interest Obtained in Exchange for Proceeds(50)(9)
Other, Net(2)(3)
Net Cash Provided By (Used In) Investing Activities175 (437)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Common Stock(200)(29)
Proceeds from Issuance of Debt756 — 
Retirement of Long-Term Debt(400)— 
Payments on Debt(19)(10)
Borrowings under Revolving Credit Facilities2,479 2,636 
Payments on Revolving Credit Facilities(2,892)(2,379)
Repurchase of Common Stock related to Share-Based Payments(23)(20)
Debt Issuance Costs(14)— 
Dividends Paid(61)(61)
Other, Net6 (6)
Net Cash (Used In) Provided By Financing Activities(368)131 
Decrease in Cash and Cash Equivalents, including Cash classified within Assets Held for Sale(29)(15)
Less Cash reclassified to Assets Held for Sale— 7 
Effect of Exchange Rate Changes on Cash(8)(3)
Net Decrease in Cash and Cash Equivalents(37)(25)
Cash and Cash Equivalents at Beginning of Period 162 150 
Cash and Cash Equivalents at End of Period$125 $125 




6

GRAPHIC PACKAGING HOLDING COMPANY
Reconciliation of Non-GAAP Financial Measures

The tables below set forth the calculation of the Company's earnings before interest expense, income tax expense, depreciation and amortization, including pension amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, Net Leverage Ratio, and Total Net Debt. Adjusted EBITDA and Adjusted Net Income exclude gains or charges associated with: the Company's business combinations, facility shutdowns, and other special items. The Company's management believes that the presentation of EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio provides useful information to investors because these measures are regularly used by management in assessing the Company's performance. EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio are financial measures not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), and are not measures of net income, operating income, operating performance, or liquidity presented in accordance with GAAP.

EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio should be considered in addition to results prepared in accordance with GAAP, but should not be considered substitutes for or superior to GAAP results. In addition, our EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio may not be comparable to Adjusted EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as we do.

 Three Months EndedSix Months Ended
June 30, June 30,
In millions, except per share amounts2024202320242023
Net Income$190 $150 $355 $357 
Add (Subtract):
Income Tax Expense 74 57 127 121 
Interest Expense, Net60 60 119 118 
Depreciation and Amortization134 167 283 307 
EBITDA458 434 884 903 
(Gains) Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net
(56)19 (39)34 
Adjusted EBITDA$402 $453 $845 $937 
Adjusted EBITDA Margin (Adjusted EBITDA/Net Sales)18.0 %18.9 %18.8 %19.4 %
Net Income$190 $150 $355 $357 
(Gains) Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net(56)19 (39)34 
Accelerated Depreciation Related to Exit Activities3 30 15 32 
Tax Impact of Business Combinations, Exit Activities and Other Special Items, Net, Accelerated Depreciation and Other Tax Items31 (12)24 (15)
Amortization Related to Purchased Intangibles Assets, Net of Tax15 16 31 32 
Adjusted Net Income (a)
$183 $203 $386 $440 
Adjusted Earnings Per Share - Basic (a)
$0.60 $0.66 $1.26 $1.43 
Adjusted Earnings Per Share - Diluted (a)
$0.60 $0.66 $1.25 $1.42 
(a) Excludes amortization related to purchased intangibles.

7

GRAPHIC PACKAGING HOLDING COMPANY
Reconciliation of Non-GAAP Financial Measures
(Continued)
 Twelve Months Ended
 June 30, June 30, December 31,
In millions202420232023
Net Income$721 $706 $723 
Add (Subtract):
Income Tax Expense 216 230 210 
Equity Income of Unconsolidated Entity(1)— (1)
Interest Expense, Net240 225 239 
Depreciation and Amortization600 582 624 
EBITDA$1,776 $1,743 $1,795 
Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net8 48 81 
Adjusted EBITDA$1,784 $1,791 $1,876 
June 30, June 30, December 31,
Calculation of Net Debt:202420232023
Short-Term Debt and Current Portion of Long-Term Debt$327 $463 $764 
Long-Term Debt (a)
4,958 5,072 4,632 
Less:
Cash and Cash Equivalents(125)(125)(162)
Net Debt$5,160 $5,410 $5,234 
Net Leverage Ratio (Net Debt/Adjusted EBITDA)2.9 3.02.8
(a) Excludes unamortized deferred debt issue costs.

Six Months Ended
June 30,
In millions20242023
Net Cash Provided by Operating Activities$164 $291 
Net Cash Receipts from Receivables Sold included in Investing Activities46 51 
Cash Payments Associated with Business Combinations, Exit Activities and Other Special Items, Net39 9 
Adjusted Net Cash Provided by Operating Activities$249 $351 
Capital Spending(580)(385)
Adjusted Cash Flow$(331)$(34)

8
v3.24.2
Cover Page
Jul. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 30, 2024
Entity Registrant Name GRAPHIC PACKAGING HOLDING CO
Entity Incorporation, State or Country Code DE
Entity File Number 001-33988
Entity Tax Identification Number 26-0405422
Entity Address, Address Line One 1500 Riveredge Parkway
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30328
City Area Code 770
Local Phone Number 240-7200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol GPK
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001408075
Amendment Flag false
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