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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
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)
Delaware26-0405422
(State or other jurisdiction of(I.R.S. employer
incorporation or organization)identification no.)
1500 Riveredge Parkway, Suite 100
Atlanta,Georgia30328
(Address of principal executive offices)(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 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 (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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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. (Check one):
Large accelerated filerAccelerated filer Smaller reporting company
Non-accelerated filer(Do not check if a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No

As of May 1, 2023, there were 307,140,116 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.







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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, pension plan contributions, the timing of the sale of its operations in Russia, capital investment, and depreciation and amortization 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, including strategic acquisitions, 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. Additional information regarding these and other risks is contained in Part I, "Item 1A., Risk Factors" of the Company's 2022 Annual Report on Form 10-K, and in other filings with the Securities and Exchange Commission.
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TABLE OF CONTENTS
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
XBRL Content


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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended March 31,
In millions, except per share amounts20232022
Net Sales$2,438 $2,245 
Cost of Sales1,878 1,858 
Selling, General and Administrative197 181 
Other Expense (Income), Net18 (2)
Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net15 15 
Income from Operations330 193 
Nonoperating Pension and Postretirement Benefit (Expense) Income(1)2 
Interest Expense, Net
(58)(42)
Income before Income Taxes
271 153 
Income Tax Expense(64)(46)
Net Income$207 $107 
Net Income Per Share — Basic
$0.67 $0.35 
Net Income Per Share — Diluted
$0.67 $0.35 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three Months Ended March 31, 2023
In millionsGraphic Packaging Holding CompanyNoncontrolling InterestTotal
Net Income$207 $ $207 
Other Comprehensive (Loss) Income, Net of Tax:
Derivative Instruments(5)— (5)
Currency Translation Adjustment24 1 25 
Total Other Comprehensive Income, Net of Tax19 1 20 
Total Comprehensive Income$226 $1 $227 

Three Months Ended March 31, 2023
In millionsGraphic Packaging Holding Company
Net Income$107 
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments13 
Pension and Postretirement Benefit Plans(9)
Currency Translation Adjustment(22)
Total Other Comprehensive Loss, Net of Tax(18)
Total Comprehensive Income $89 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

In millions, except share and per share amountsMarch 31, 2023December 31, 2022
ASSETS
Current Assets:
Cash and Cash Equivalents$113 $150 
Receivables, Net915 879 
Inventories, Net1,700 1,606 
Other Current Assets84 71 
Total Current Assets2,812 2,706 
Property, Plant and Equipment, Net4,678 4,579 
Goodwill2,053 1,979 
Intangible Assets, Net710 717 
Other Assets346 347 
Total Assets$10,599 $10,328 
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt
$57 $53 
Accounts Payable1,009 1,123 
Compensation and Employee Benefits178 295 
Interest Payable31 51 
Other Accrued Liabilities460 411 
Total Current Liabilities1,735 1,933 
Long-Term Debt5,463 5,200 
Deferred Income Tax Liabilities697 668 
Accrued Pension and Postretirement Benefits112 111 
Other Noncurrent Liabilities282 266 
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; 307,187,962 and 307,116,089 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively
3 3 
Capital in Excess of Par Value2,040 2,054 
Retained Earnings623 469 
Accumulated Other Comprehensive Loss(358)(377)
Total Graphic Packaging Holding Company Shareholders' Equity2,308 2,149 
 Noncontrolling Interest2 1 
Total Equity2,310 2,150 
Total Liabilities and Shareholders' Equity$10,599 $10,328 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTEREST
(Unaudited)

Common StockCapital in Excess of Par ValueRetained Earnings Accumulated Other Comprehensive (Loss) IncomeNoncontrolling InterestsTotal Equity
In millions, except share amountsSharesAmount
Balances at December 31, 2022
307,116,089 $3 $2,054 $469 $(377)$1 $2,150 
Net Income
— — — 207 — — 207 
Other Comprehensive (Loss) Income, Net of Tax:
Derivative Instruments
— — — — (5)— (5)
Currency Translation Adjustment
— — — — 24 1 25 
Repurchase of Common Stock(a)
(1,210,000)— (7)(22)— — (29)
Dividends Declared
— — — (31)— — (31)
Recognition of Stock-Based Compensation, Net
— — (7)— — — (7)
Issuance of Shares for Stock-Based Awards
1,221,873 — — — — — — 
Balances at March 31, 2023
307,127,962 $3 $2,040 $623 $(358)$2 $2,310 
(a)Includes 60,000 shares repurchased but not yet settled as of March 31, 2023.

Common StockCapital in Excess of Par ValueRetained EarningsAccumulated Other Comprehensive (Loss) IncomeNoncontrolling InterestsTotal Equity
In millions, except share amountsSharesAmount
Balances at December 31, 2021
307,103,551 $3 $2,046 $66 $(224)$2 $1,893 
Net Income
— — — 107 — — 107 
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments
— — — — 13 — 13 
Pension and Postretirement Benefit Plans
— — — — (9)— (9)
Currency Translation Adjustment
— — — — (22)— (22)
Dividends Declared
— — — (23)— — (23)
Recognition of Stock-Based Compensation, Net
— — (8)— — — (8)
Issuance of Shares for Stock-Based Awards
1,184,737 — — — — — — 
Balances at March 31, 2022
308,288,288 $3 $2,038 $150 $(242)$2 $1,951 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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GRAPHIC PACKAGING HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 Three Months Ended March 31,
In millions20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income$207 $107 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization139 139 
Deferred Income Taxes30 17 
Amount of Postretirement Expense Greater (Less) Than Funding1 (5)
Impairment Charges related to Divestiture4  
Other, Net16  
Changes in Operating Assets and Liabilities(337)(240)
Net Cash Provided by Operating Activities60 18 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending(189)(221)
Packaging Machinery Spending(7)(2)
Acquisition of Businesses, Net of Cash Acquired(100) 
Beneficial Interest on Sold Receivables30 31 
Beneficial Interest Obtained in Exchange for Proceeds(6)(2)
Other, Net(1)(1)
Net Cash Used in Investing Activities(273)(195)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Common Stock(28) 
Payments on Debt(5)(3)
Borrowings under Revolving Credit Facilities1,832 1,972 
Payments on Revolving Credit Facilities(1,569)(1,812)
Repurchase of Common Stock related to Share-Based Payments(20)(17)
Dividends Paid(31)(23)
Other, Net(2)2 
Net Cash Provided by Financing Activities177 119 
Effect of Exchange Rate Changes on Cash1 (3)
Net Decrease in Cash and Cash Equivalents(35)(61)
Cash and Cash Equivalents at Beginning of Period (includes $5 million classified as held for sale as of December 31, 2022)
155 172 
Cash and Cash Equivalents at End of Period (includes $7 million classified as held for sale as of March 31, 2023)
$120 $111 
Non-cash Investing Activities:
Beneficial Interest Obtained in Exchange for Trade Receivables$32 $28 
Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities$26 $7 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 — GENERAL INFORMATION

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 fiber-based consumer packaging provider, serves the world's most widely-recognized food, beverage, foodservice and other consumer products companies and brands. The Company operates on a global basis, is one of the largest producers of folding cartons and fiber-based foodservice products in the United States ("U.S.") and Europe, and holds leading market positions in coated-recycled paperboard ("CRB"), coated unbleached kraft paperboard ("CUK") and solid bleached sulfate paperboard ("SBS").

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 its customers with innovative, fiber-based packaging solutions designed to deliver marketing and performance benefits at a competitive cost by capitalizing on its low-cost paperboard mills and global packaging network, its proprietary carton and packaging designs, and its commitment to quality, service, and environmental stewardship.

The Company’s Condensed 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.

In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the Company's 2022 Annual Report on Form 10-K for the year ended December 31, 2022. In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known.

Revenue Recognition

The Company has two primary activities, manufacturing and the converting of paperboard for and into fiber-based consumer packaging, from which it generates revenue from contracts with customers. Revenue is disaggregated primarily by geography and type of activity as further explained in "Note 10 - Segment 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 three months ended March 31, 2023 and 2022, the Company recognized $2,428 million and $2,238 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 March 31, 2023 and December 31, 2022, contract assets were $7 million and $8 million, respectively. The Company's contract liabilities consist principally of rebates, and as of March 31, 2023 and December 31, 2022 were $61 million and $65 million, respectively.

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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.

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 (Income), Net on the Condensed Consolidated Statements of Operations. The following table summarizes the activity under these programs for the three months ended March 31, 2023 and 2022, respectively:

 Three Months Ended March 31,
In millions20232022
Receivables Sold and Derecognized
$1,016 $737 
Proceeds Collected on Behalf of Financial Institutions917 681 
Net Proceeds Received From Financial Institutions48 64 
Deferred Purchase Price at March 31(a)
9 3 
Pledged Receivables at March 31193 201 
(a) Included in Other Current Assets on the Condensed 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 $819 million and $753 million as of March 31, 2023 and December 31, 2022, 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. For the three months ended March 31, 2023 and 2022, the Company sold receivables of $301 million and $674 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 Company’s Condensed Consolidated Balance Sheets and payments made under the SFP program are reflected in Cash Flows from Operating Activities in the Company’s Condensed Consolidated Statements of Cash Flows. Accounts payable included $35 million and $34 million payable to suppliers who elected to participate in the SFP program as of March 31, 2023, and December 31, 2022, respectively.

Share Repurchases and Dividends

On February 20, 2023, the Company's board of directors declared a regular quarterly dividend of $0.10 per share of common stock payable on April 5, 2023 to shareholders of record as of March 15, 2023.

On January 28, 2019, the Company's board of directors authorized a 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 "2019 share repurchase program"). As of March 31, 2023, the Company has $90 million available for additional repurchases under the 2019 share repurchase program.

The following table presents the Company's share repurchases for the three months ended March 31, 2023:

Amount repurchased in millions, except share and per share amountsAmount RepurchasedNumber of Shares RepurchasedAverage Price, per Share
2023(a)
$29 1,210,000 $24.04 
(a) Includes 60,000 shares repurchased but not yet settled as of March 31, 2023.

During the first three months of 2022, the Company did not repurchase any shares of its common stock under the 2019 share repurchase program.
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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net

The following table summarizes the transactions recorded in Business Combinations and Shutdown and Other Special Charges, Net in the Condensed Consolidated Statements of Operations:

Three Months Ended March 31,
In millions20232022
Charges Associated with Business Combinations(a)
$ $8 
Exit Activities(b)
11 7 
Charges Associated with a Divestiture(c)
4  
Total
$15 $15 
(a) These costs relate to the Americraft Carton, Inc., AR Packaging Group AB and Tama Paperboard, LLC acquisitions.
(b) 2023 charges relate to the Company's closures of its three smaller CRB mills (see "Note 13 - Exit Activities").
(c) Relates to the Company's planned divestiture of its Russian business (see "Note 14 - Impairment and Divestiture of Russian Business").

2023

On January 31, 2023, the Company completed the acquisition of Tama Paperboard, LLC ("Tama"), a CRB mill located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million. The acquisition is reported within the Paperboard Mills reportable segment. 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 3 - Business Combinations."

On February 7, 2023, the Company announced an approximately $1 billion investment in a new CRB mill in Waco, Texas. In conjunction with the completion of this project, the company currently expects to close three of its smaller CRB mills in order to strategically expand capacity while lowering costs. Charges associated with this project are included in Exit Activities in the table above. For more information, see "Note 13 - Exit Activities."

2022

In March 2022, the Company announced its decision to close the Norwalk, Ohio packaging facility and closed the facility in September 2022. Severance charges associated with this project are included in Exit Activities in the table above. For more information, see "Note 13 - Exit Activities."

Adoption of New Accounting Standards

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which is intended to enhance the transparency surrounding the use of supplier finance programs. Supplier finance programs may also be referred to as reverse factoring, payables finance, or structured payables arrangements. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods with those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The Company adopted this standard in the first quarter of fiscal 2023 and did not result in any changes in accounting principle upon transition. The impact to the Company’s overall financial position and results of operations is immaterial.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method. This ASU expands and clarifies the portfolio layer method for fair value hedges of interest rate risk. The Company adopted this standard in the first quarter of fiscal 2023 with no material impact on the Company's financial position and results of operations.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under the new guidance, the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date. The Company adopted this standard in the first quarter of fiscal 2023 with no material impact on the Company's financial position and results of operations.

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accounting Standards Not Yet Adopted

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. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The Company will continue evaluating the impact of this ASU.

NOTE 2 — INVENTORIES, NET

Inventories, Net by major class:

In millionsMarch 31, 2023December 31, 2022
Finished Goods$577 $515 
Work in Progress219 218 
Raw Materials664 645 
Supplies240 228 
Total$1,700 $1,606 

NOTE 3 — BUSINESS COMBINATIONS

Tama Paperboard, LLC

On January 31, 2023, the Company completed the acquisition of Tama Paperboard, LLC, a CRB mill located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million, subject to customary working capital adjustments, using existing cash and borrowings under its revolving credit facility.

The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated 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 Mills reportable segment. The allocation of the purchase price remains preliminary and is subject to further adjustments in subsequent periods, pending additional refinement and completion of valuations, including but not limited to valuations of property and equipment, customer relationships and other intangible assets.

NOTE 4 — DEBT

Short-Term Debt and Current Portion of Long-Term Debt is comprised of the following:

In millionsMarch 31, 2023December 31, 2022
Short-Term Borrowings$15 $16 
Current Portion of Finance Lease Obligations11 11 
Current Portion of Long-Term Debt31 26 
Total Short-Term Debt and Current Portion of Long-Term Debt
$57 $53 

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Long-Term Debt is comprised of the following:

In millionsMarch 31, 2023December 31, 2022
Senior Notes with interest payable semi-annually at 0.821%, effective rate of 0.82%, payable in 2024(a)
$400 $400 
Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.14%, payable in 2024(b)
300 300 
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 4.79%, payable in 2027(a)
300 300 
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.53%, payable in 2028(a)
450 450 
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.54%, payable in 2029(a)
350 350 
Senior Notes (€290 million) with interest payable semi-annually at 2.625% , effective rate of 2.66%, payable in 2029(a)
315 311 
Senior Notes with interest payable semi-annually at 3.75% , effective rate of 3.79%, payable in 2030(a)
400 400 
Green Bond, net of unamortized premium with interest payable at 4.00%, effective rate of 1.72%, payable in 2026(a)
108 108 
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 (6.52% at March 31, 2023), effective rate of 6.55%, payable in 2028(a)
250 250 
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (6.27% at March 31, 2023) payable through 2026(a)
526 529 
Senior Secured Term Loan Facility (€210 million) with interest payable at various dates at floating rates (3.80% at March 31, 2023) payable through 2026(a)
227 225 
Senior Secured Revolving Credit Facilities with interest payable at floating rates (6.31% at March 31, 2023) payable in 2026(a)(c)
900 634 
Finance Leases an Financing Obligations168 170 
Other14 15 
Total Long-Term Debt Including Current Portion5,533 5,267 
Less: Current Portion42 37 
Total Long-term Debt Excluding Current Portion5,491 5,230 
Less: Unamortized Debt Deferred Issuance Costs28 30 
Total Long-Term Debt$5,463 $5,200 
(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 6.07% and 3.52% as of March 31, 2023 and December 31, 2022, respectively.

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 SOFR loans under the domestic revolving line of credit.

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
At March 31, 2023, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities:

In millionsTotal CommitmentsTotal Outstanding
Total Available(a)
Senior Secured Domestic Revolving Credit Facility$1,850 $807 $1,020 
Senior Secured International Revolving Credit Facility197 93 104 
Other International Facilities73 29 44 
Total$2,120 $929 $1,168 
(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 $23 million as of March 31, 2023. These letters of credit are primarily used as security against the Company's self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through 2023 unless extended.

Covenant Agreements

The Covenants in the Company's Fourth Amended and Restated Credit Agreement (as amended, the "Current Credit Agreement") and the indentures governing the 0.821% Senior Notes due 2024, 4.125% Senior Notes due 2024, 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 (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 March 31, 2023, the Company was in compliance with the covenants in the Current Credit Agreement and the Indentures.

NOTE 5 — STOCK INCENTIVE PLANS

The Company has one active equity compensation plan from which new grants may be made, the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan (the “2014 Plan”). The 2014 Plan allows 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 2014 Plan vest and expire in accordance with terms established at the time of grant. Shares issued pursuant to awards under the 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 March 31, 2023, there were 9.0 million shares remaining available to be granted under the 2014 Plan.

Stock Awards, Restricted Stock and Restricted Stock Units

Under the 2014 Plan and related RSU grant agreements, RSUs granted to employees generally vest and become payable in three years from date of grant. RSUs granted to employees generally contain some combination of service and performance objectives based on various financial targets and relative total shareholder return that must be met for the RSUs to vest. 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 first three months of 2023 is as follows:

Weighted Average Grant Date Fair Value Per Share
RSUs — Employees and Non-Employee Directors1,584,429 $23.69 

During the three months ended March 31, 2023 and 2022, $13 million and $9 million, respectively, were charged to compensation expense for stock incentive plans and such amounts are included in Selling, General and Administrative expenses in the Condensed Consolidated Statements of Operations.

During each of the three months ended March 31, 2023 and 2022, 1.2 million shares were issued. The shares issued were primarily related to RSUs granted to employees during 2020 and 2019.

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 — PENSIONS AND OTHER POSTRETIREMENT BENEFITS

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.

Pension Expense

The pension expenses related to the Company’s plans consisted of the following:

 Three Months Ended March 31,
In millions20232022
Components of Net Periodic Cost:
Service Cost$2 $4 
Interest Cost5 3 
Expected Return on Plan Assets(5)(6)
Amortization:
Actuarial Loss1 1 
Net Periodic Cost$3 $2 

Employer Contributions

The Company made $1 million and $7 million of contributions to its pension plans during the first three months of 2023 and 2022, respectively. In the first quarter of 2022, the Company made a $6 million contribution to its remaining U.S. defined benefit plan by effectively utilizing the excess balance related to the U.S. defined benefit plan terminated in 2020. The Company expects to make contributions in the range of $10 million to $20 million for the full year of 2023.

The Company also made postretirement health care benefit payments of $1 million during the three months of 2023. For the full year 2023, the Company expects to make approximately $2 million contributions to its postretirement health care plans.

NOTE 7 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT

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 uses 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.

For more information regarding the Company’s financial instruments and fair value measurement, see “Note 10 - Financial Instruments, Derivatives and Hedging Activities and Note 11 - Fair Value Measurement” of the Notes to the Consolidated Financial Statements of the Company's 2022 Annual Report on Form 10-K.

Interest Rate Risk

The Company uses interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan facilities. Changes in fair value will subsequently be reclassified into earnings as a component of Interest Expense, Net as interest is incurred on amounts outstanding under the term loan facilities. The following table summarizes the Company's current interest rate swap positions as of March 31, 2023:

StartEnd(In Millions)
Notional Amount
Weighted Average Interest Rate
04/03/202304/01/2024$7504.71%


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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. Ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. During the first three months of 2023, there were no amounts of ineffectiveness. Additionally, there were no amounts excluded from the measure of effectiveness.

As of March 31, 2022, the Company had no outstanding interest rate swaps. The Company had interest rate swap positions with a notional value of $200 million which matured in January 2022. As discussed in "Note 8 - Income Taxes", a $10 million expense was recorded in the three months ended March 31, 2022 to release the lingering tax expense remaining in Other Comprehensive Income after the settlement of these swaps.

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. The Company has hedged approximately 57% and 20% of its expected natural gas usage for the remainder of 2023 and 2024, respectively.

During the first three months of 2023 and 2022, 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 March 31, 2023 and December 31, 2022, multiple foreign currency forward exchange contracts existed, with maturities ranging up to three months. Those foreign currency exchange contracts outstanding at March 31, 2023 and December 31, 2022, when aggregated and measured in U.S. dollars at contractual rates at March 31, 2023 and December 31, 2022, had net notional amounts totaling $140 million and $111 million, respectively. Unrealized gains and losses resulting from these contracts are recognized in Other Expense (Income), Net and approximately offset corresponding recognized but unrealized gains and losses on the remeasurement of these accounts receivable.

Fair Value of Financial Instruments

The Company’s derivative instruments are carried at fair value. The Company has determined that the inputs to the valuation of these derivative instruments are Level 2 in the fair value hierarchy. Level 2 inputs are defined as 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. The Company uses valuation techniques based on discounted cash flow analyses, which reflect the terms of the derivatives and use observable market-based inputs, including forward rates, and uses market price quotations obtained from independent derivatives brokers, corroborated with information obtained from independent pricing service providers.

As of March 31, 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 March 31, 2023 and December 31, 2022, the Company had commodity contract derivative liabilities, which were included in Other Accrued Liabilities on the Condensed Consolidated Balance Sheet, of $19 million and $12 million, respectively.

The fair values of the Company’s other financial assets and liabilities at March 31, 2023 and December 31, 2022 approximately equal the carrying values reported on the Condensed 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 $5,092 million and $4,749 million as compared to the carrying amounts of $5,365 million and $5,097 million as of March 31, 2023 and December 31, 2022, 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.

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Effect of Derivative Instruments

The pre-tax effect of derivative instruments in cash flow hedging relationships on the Company’s Condensed Consolidated Statements of Operations is as follows:

Amount of (Gain) Loss Recognized in Accumulated Other Comprehensive LossLocation in Statement of OperationsAmount of (Gain) Loss Recognized in Statement of Operations
 Three Months Ended March 31, Three Months Ended March 31,
In millions2023202220232022
Commodity Contracts$17 $(6)Cost of Sales$11 $(3)
Interest Rate Swap Agreements1  Interest Expense, Net  
Total$18 $(6)Total$11 $(3)

At March 31, 2023, the Company expects to reclassify $19 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.

The pre-tax effect of derivative instruments not designated as hedging instruments on the Company’s Condensed Consolidated Statements of Operations is as follows:

Three Months Ended March 31,
In millions20232022
Foreign Currency ContractsOther Expense (Income), Net$(3)$(2)

NOTE 8 — INCOME TAXES

During the three months ended March 31, 2023, the Company recognized Income Tax Expense of $64 million on Income before Income Taxes of $271 million. The effective tax rate for the three months ended March 31, 2023 is different from the statutory rate primarily due to discrete tax adjustments including a tax benefit of $2 million related to excess tax benefits on restricted stock that vested during the period in addition to the mix of earnings between foreign and domestic jurisdictions, including those with and without valuation allowances.

During the three months ended March 31, 2022, the Company recognized Income Tax Expense of $46 million on Income before Income Taxes of $153 million. The effective tax rate for the three months ended March 31, 2022 was different from the statutory rate primarily due to discrete tax adjustments including tax expense of $10 million recorded to release the lingering tax expense remaining in Other Comprehensive Income after the settlement of certain swaps and a tax benefit of $2 million related to excess tax benefits on restricted stock that vested during the period.

NOTE 9 — 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 at those facilities.

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 10 — SEGMENT INFORMATION

The Company has three reportable segments as follows:

Paperboard Mills includes the eight North American paperboard mills that produce primarily CRB, CUK, and SBS, which is consumed internally to produce paperboard packaging for the Americas and Europe Packaging segments. Paperboard not consumed internally is sold externally to a wide variety of paperboard packaging converters and brokers. The Paperboard Mills segment 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 Mills segment to reflect the economics of the integration of these segments.

Americas Paperboard Packaging includes paperboard packaging, primarily folding cartons, sold primarily to consumer packaged goods ("CPG") companies, and cups, lids and food containers sold primarily to foodservice companies and quick-service restaurants ("QSR"), serving the food, beverage, and consumer product markets in the Americas.

Europe Paperboard Packaging includes paperboard packaging, primarily folding cartons, sold primarily to CPG companies serving the food, beverage and consumer product markets including healthcare and beauty primarily in Europe.

The Company allocates certain mill and corporate costs to the reportable segments to appropriately represent the economics of these segments. The Corporate and Other caption 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 above in "Note 1 - General Information."

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Segment information is as follows:

 Three Months Ended March 31,
In millions20232022
NET SALES:
Paperboard Mills$316 $296 
Americas Paperboard Packaging1,544 1,422 
Europe Paperboard Packaging532 486 
Corporate/Other/Eliminations(a)
46 41 
Total$2,438 $2,245 
INCOME (LOSS) FROM OPERATIONS:
Paperboard Mills(b)(c)
$27 $11 
Americas Paperboard Packaging269 153 
Europe Paperboard Packaging(d)
26 37 
Corporate and Other(c)
8 (8)
Total$330 $193 
DEPRECIATION AND AMORTIZATION:
Paperboard Mills$61 $61 
Americas Paperboard Packaging43 43 
Europe Paperboard Packaging27 29 
Corporate and Other8 6 
Total$139 $139 
(a) Includes revenue from customers for the Australia and Pacific Rim operating segments.
(b) Includes accelerated depreciation related to exit activities in 2023 and 2022.
(c) Includes expenses related to business combinations, shutdown and other special charges, and exit activities.
(d) Includes impairment charges of $4 million related to Russia incurred in Q1 2023 (See "Note 14 - Impairment and Divestiture of Russian Business").

NOTE 11 — EARNINGS PER SHARE

 Three Months Ended March 31,
In millions, except per share data20232022
Net Income
$207 $107 
Weighted Average Shares:
Basic308.6 308.8 
Dilutive Effect of RSUs 1.1 0.9 
Diluted 309.7 309.7 
Earnings Per Share — Basic$0.67 $0.35 
Earnings Per Share — Diluted$0.67 $0.35 

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 12 — 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 three months ended March 31, 2023:

In millions, net of taxDerivative InstrumentsPension and Postretirement Benefit PlansCurrency Translation AdjustmentsTotal
Balance at December 31, 2022$(4)$(103)$(270)$(377)
Other Comprehensive (Loss) Income before Reclassifications(13) 25 12 
Amounts Reclassified from Accumulated Other Comprehensive (Loss) (a)
8   8 
Net Current-period Other Comprehensive (Loss) Income
(5) 25 20 
Less:
Net Current-period Other Comprehensive Income Attributable to Noncontrolling Interest  (1)(1)
Balance at March 31, 2023$(9)$(103)$(246)$(358)
(a) See following table for details about these reclassifications.

The following represents reclassifications out of Accumulated Other Comprehensive Loss for the three months ended March 31, 2023:

In millions
Details about Accumulated Other Comprehensive Loss ComponentsAmount Reclassified from Accumulated Other Comprehensive LossAffected Line Item in the Statement Where Net Income is Presented
Derivatives Instruments:
Commodity Contracts$11 Cost of Sales
11 Total before Tax
(3)Tax Expense
$8 Total, Net of Tax
Amortization of Defined Benefit Pension Plans:
Actuarial Losses$1 
(a)
$1 Total, Net of Tax
Amortization of Postretirement Benefit Plans:
Actuarial Gains$(1)
(a)
$(1)Total, Net of Tax
Total Reclassifications for the Period
$8 Total Net of Tax
(a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see “Note 6 - Pensions and Other Postretirement Benefits").




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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 13 — EXIT ACTIVITIES

In March 2022, the Company announced its decision to close the Norwalk, Ohio packaging facility and closed the facility in September 2022. The Company has 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 three months ended March 31, 2022.

On February 7, 2023, the Company announced its plan to invest approximately $1 billion in a new CRB mill in Waco, Texas. In conjunction with this project, the Company expects to close three of its smaller CRB mills in order to strategically expand capacity while lowering costs. The costs associated with these exit activities are included in the table below for the three months ended March 31, 2023.

During the three months ended March 31, 2023 and 2022, the Company recorded $13 million and $11 million of exit costs, respectively, associated with these restructurings.

The following table summarizes the costs incurred during the three months ended March 31, 2023 and 2022 related to these restructurings:

 Three Months Ended March 31,
In millionsLocation in Statement of Operations20232022
Severance Costs and Other(a)
Business Combinations and Shutdown and Other Special Charges, Net$8 $7 
Asset Write-Offs and Start-Up Costs(b)
Business Combinations and Shutdown and Other Special Charges, Net3  
Accelerated DepreciationCost of Sales2 4 
Total$13 $11 
(a) Costs incurred include activities for post-employment benefits, retention bonuses, incentives and professional services (see "Note 1 - Business Combinations, Shutdown and Other Special Charges and Exit Activities, net").
(b) Costs incurred include non-cash write-offs for items such as machinery, supplies and inventory.

The following table summarizes the balance of accrued expenses related to restructuring:

In millionsTotal
Balance at December 31, 2022
$1 
Costs Incurred8 
Payments 
Adjustments(a)
(1)
Balance at March 31, 2023
$8 
(a) Adjustments related to changes in estimates of severance costs.

Due to the expected closures of the three CRB mills, the Company incurred charges for post-employment benefits, retention bonuses and incentives of $8 million, and accelerated depreciation and inventory and asset write-offs of $2 million through March 31, 2023. 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 $25 million and for accelerated depreciation and inventory and asset write-offs in the range of $40 million to $45 million through 2026.

Additionally, the Company has incurred start-up charges for the new CRB paper machine of $1 million through March 31, 2023. The Company expects to incur total start-up charges of approximately $25 million to $30 million for the new CRB paper machine through 2026.

NOTE 14 — IMPAIRMENT AND DIVESTITURE OF RUSSIAN BUSINESS

In the second quarter of 2022, the Company began the process of the divesting its interests in its two packaging facilities in Russia (the “Disposal Group”), which met the criteria to be considered a business, through a sale of 100% of the Disposal Group’s outstanding shares. The Company expects the sale to be completed in 2023. The assets and liabilities to be disposed of in connection with this transaction met the held for sale criteria as of March 31, 2023.

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GRAPHIC PACKAGING HOLDING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The carrying value of the net assets held for sale, inclusive of the cumulative translation adjustment balance attributable to the business, was greater than their fair value, less costs to sell, resulting in a pre-tax loss of $88 million (includes $4 million of impairment charges incurred in Q1 2023), which is included in the Business, Combinations, Shutdown and Other Special Charges, and Exit Activities, Net in the Condensed Consolidated Statement of Operations. The assets related to the sale, inclusive of the valuation allowance, and liabilities related to the sale were classified as Other Current Assets and Other Accrued Liabilities, respectively, within the Condensed Consolidated Balance Sheet as of March 31, 2023. Excluded from the assets classified as held for sale within the Condensed Consolidated Balance Sheet is an intercompany note receivable totaling $33 million from the Company to the Disposal Group. The intercompany note will be sold as part of the transaction and, thus, should be considered when calculating the carrying value of the Disposal Group and the allowance to adjust the carrying value to the fair value less costs to sell. Upon consummation of the sale of the Disposal Group, the Company will reclassify this note from intercompany to the applicable liability line item in the Condensed Consolidated Balance Sheet as it will represent a liability to an external third party. The cumulative translation adjustment attributable to the business of $3 million is included within Accumulated Other Comprehensive Loss within the Condensed Consolidated Balance Sheet as of March 31, 2023. Goodwill totaling $12 million associated with the Disposal Group was determined to be impaired through March 31, 2023.

As the sale of the Disposal Group is not considered a strategic shift that will have a major effect on the Company’s operations or financial results, it was not reported as discontinued operations. The Company will continue to evaluate the Disposal Group for future impairments until it is sold. The Disposal Group is reported within the Europe Paperboard Packaging segment.

The following table summarizes the Company’s assets and liabilities held for sale by major class:

In millions
March 31, 2023
Cash and Cash Equivalents$7 
Receivables, Net16 
Inventories, Net20 
Property, Plant and Equipment, Net24 
Intangible Assets, Net15 
Assets Held for Sale82 
Valuation Allowance to Adjust Carrying Value of Russian Operations to Fair Value Less Costs to Sell(88)
Total Assets Held for Sale, Net Included in Other Current Assets$(6)
Accounts Payable7 
Other Accrued Liabilities1 
Deferred Income Tax Liabilities7 
Total Liabilities Held for Sale Included in Other Accrued Liabilities$15 

NOTE 15 — SUBSEQUENT EVENTS

On May 2, 2023, the Company announced its decision to close its CRB mill located in Tama, Iowa in Q2 2023.
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ITEM 2. 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 provide investors with an understanding of the Company's past performance, financial condition and prospects. The following will be discussed and analyzed:

Ø    Overview of Business

Ø    Overview of First Quarter 2023 Results

Ø    Results of Operations

Ø    Financial Condition, Liquidity and Capital Resources

Ø    Critical Accounting Policies

Ø    New Accounting Standards

Ø    Business Outlook

OVERVIEW OF BUSINESS

The Company’s objective is to strengthen its position as a leading provider of recyclable, fiber-based consumer packaging solutions. To achieve this objective, the Company offers customers its cartons, foodservice containers, cups, lids, paperboard and packaging machines, either as an integrated solution or separately. Cartons, carriers and containers are designed to protect and hold products. Product offerings include a variety of laminated, coated and printed packaging structures that are produced from the Company’s coated recycled paperboard ("CRB"), coated unbleached kraft paperboard ("CUK") and solid bleached sulfate paperboard ("SBS"). Innovative designs and combinations of paperboard, films, foils, metallization, holographic and embossing are customized to the individual needs of the customers.

The Company is implementing strategies (i) to expand market share in its current markets and to identify and penetrate new markets; (ii) to capitalize on the Company’s customer relationships, business competencies, and mills and packaging assets; (iii) to develop and market innovative, packaging products and applications that benefit from consumer-led sustainability trends; and (iv) to continue to reduce costs by focusing on 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, such as inflation of raw material and other costs, which the Company cannot always pass through to its customers, and the effect of overcapacity in the worldwide paperboard packaging industry.

Significant Factors That Impact the Company’s Business and Results of Operations

Impact of Inflation/Deflation. The Company’s cost of sales consists primarily of energy (including natural gas, fuel oil and electricity), pine and hardwood fiber, chemicals, secondary fibers, purchased paperboard, aluminum foil, ink, plastic films and resins, depreciation expense and labor. Costs increased for the three months ended March 31, 2023 by $94 million, compared to the first three months of 2022 due to higher commodity inflation costs ($54 million), labor and benefits ($21 million) and other costs, net ($19 million). Commodity inflation was primarily due to external board ($31 million), mill chemicals ($25 million), energy ($12 million), factoring ($11 million), converting chemicals ($5 million) and other costs ($5 million) offset by secondary fiber ($21 million), freight ($10 million), and wood ($4 million). Because the price of natural gas experiences significant volatility, the Company has entered into contracts designed to manage risks associated with future variability in cash flows caused by changes in the price of natural gas. The Company has entered into natural gas swap contracts to hedge prices for a portion of its expected usage for 2023 and 2024. Since negotiated sales contracts and the market largely determine the pricing for its 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’s operations and financial results could be adversely impacted by global events outside of the Company’s control. The Company’s operations and financial results could be adversely impacted by global events outside of the Company’s control, such as the conflict between Russia and Ukraine. As a result of such global events, there could be unpredictable disruptions to the Company’s operations that could limit production, reduce its future revenues and negatively impact the Company’s financial condition. Global events may result in supply chain and transportation disruptions to and from our facilities and affected employees could impact the Company’s ability to operate its facilities and distribute products to its customers in a timely fashion. In addition, these global 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. During the second quarter of 2022, the Company began the process of selling its interests in its two packaging plants in Russia (the "Russian Operations"), which it expects to be completed in 2023. The Company is adhering to all U.S., U.K., and EU sanctions. For the three months ended March 31, 2023, the Company's Russian Operations provided approximately 1% of the Company’s Net Sales and less than 1% of the Company's EBITDA. Refer to "Note 14 - Impairment and Divestiture of Russian Business" in the Notes to Condensed Consolidated Financial Statements for additional information and Part I, "Item 1A., Risk Factors" of the Company's 2022 Annual Report on Form 10-K, and in other filings with the Securities and Exchange Commission.

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Commitment to Cost Reduction. The Company has programs in place that are designed to reduce costs, improve productivity and increase profitability. The Company utilizes a global continuous improvement initiative that uses statistical process control to help design and manage many types of activities, including production and maintenance. This includes a Six Sigma process focused on reducing variable and fixed manufacturing and administrative costs and the use of Lean Sigma principles in manufacturing and supply chain processes.

The Company’s ability to continue to successfully implement its business strategies and to realize anticipated savings and operating efficiencies is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. If the Company cannot successfully implement the strategic cost reductions or other 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 Market Factors. As some products can be packaged in different types of materials, the Company’s sales are affected by competition from other manufacturers’ CRB, CUK, SBS, folding box board, and recycled clay-coated news. Additional substitute products also include plastic, shrink film and corrugated containers. In addition, 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 on favorable terms or at all. The Company works to maintain market share through efficiency, product innovation, service and strategic sourcing to its customers; however, pricing and other competitive pressures may occasionally result in the loss of a customer relationship.

In addition, the Company’s sales are driven by consumer buying habits in the markets its customers serve. Recently, the Company has seen net organic sales growth driven by the consumers' desire for recyclable, fiber-based packaging solutions. Changes in consumer dietary habits and preferences, increases in the costs of living, unemployment rates, access to credit markets, as well as other macroeconomic factors, may negatively affect consumer spending behavior. New product introductions and promotional activity by the Company’s customers and the Company’s introduction of new packaging products also impact its sales.

Debt Obligations. The Company had an aggregate principal amount of $5,548 million of outstanding debt obligations as of March 31, 2023. This debt has consequences for the Company, as it requires a portion of cash flow from operations to be used for the payment of principal and interest, exposes the Company to the risk of increased interest rates and may restrict the Company’s ability to obtain additional financing. The Covenants in the Company’s Fourth Amended and Restated Credit Agreement (as amended, the "Current Credit Agreement") and the indentures governing the 0.821% Senior Notes due 2024, 4.125% Senior Notes due 2024, 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 (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, make other restricted payments and make acquisitions or other investments. The Current Credit Agreement also requires compliance with a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. The Company’s ability to comply in future periods with the financial covenants will depend on its ongoing financial and operating performance, which in turn will be subject to many other factors, many of which are beyond the Company’s control. See "Covenant Restrictions" in “Financial Condition, Liquidity and Capital Resources” for additional information regarding the Company’s debt obligations.

The debt and the restrictions under the Current Credit Agreement and the Indentures could limit the Company’s flexibility to respond to changing market conditions and competitive pressures. The outstanding debt obligations and the 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.

OVERVIEW OF FIRST QUARTER 2023 RESULTS

This management’s discussion and analysis contains an analysis of Net Sales, Income from Operations and other information relevant to an understanding of the Company's results of operations on a Consolidated basis:

Net Sales for the three months ended March 31, 2023 increased $193 million or 9% to $2,438 million from $2,245 million for the three months ended March 31, 2022 due to higher pricing, increased sales from conversions to fiber-based packaging solutions, mix, and the acquisition of Tama in Q1 2023, partially offset by unfavorable foreign exchange, lower volume and lower volume of open market sales.

Income from Operations for the three months ended March 31, 2023 increased $137 million or 71% to $330 million from $193 million for the three months ended March 31, 2022 due to higher pricing, higher organic sales and acquisitions, and cost savings from continuous improvement and other programs, partially offset by unfavorable commodity inflation and other inflation (primarily labor and benefits), higher level of maintenance downtime, unfavorable foreign exchange, lower open market volume and $4 million of additional impairment charges related to the Company's commitment to sell its Russian operations.

Acquisitions and Dispositions

In March 2022, the Company announced its decision to close the Norwalk, Ohio packaging facility and closed the facility in September 2022.

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On January 31, 2023, the Company completed the acquisition of Tama Paperboard, LLC, a CRB mill located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million and is reported within the Paperboard Mills reportable segment.

Share Repurchases and Dividends

On February 20, 2023, the Company's board of directors declared a regular quarterly dividend of $0.10 per share of common     stock payable on April 5, 2023 to shareholders of record as of March 15, 2023.

On January 28, 2019, the Company's board of directors authorized a 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 "2019 share repurchase program"). During the first three months of 2023, the Company repurchased 1.2 million shares of its common stock at an average price of $24.04 under the 2019 share repurchase program. During the three months ended March 31, 2022, the Company did not repurchase any shares of its common stock under the 2019 share repurchase program. As of March 31, 2023, the Company had $90 million available for additional repurchases under the 2019 share repurchase program.

RESULTS OF OPERATIONS
 Three Months Ended March 31,
In millions20232022
Net Sales$2,438 $2,245 
Income from Operations330 193 
Nonoperating Pension and Postretirement Benefit (Expense) Income(1)
Interest Expense, Net(58)(42)
Income before Income Taxes271 153 
Income Tax Expense(64)(46)
Net Income$207 $107 

FIRST QUARTER 2023 COMPARED WITH FIRST QUARTER 2022

Net Sales

The components of the change in Net Sales are as follows:

 Three Months Ended March 31,
Variances
In millions2022PriceVolume/MixExchange2023IncreasePercent Change
Consolidated$2,245 $236 $(4)$(39)$2,438 $193 %

The Company’s Net Sales for the three months ended March 31, 2023 increased by $193 million or 9% to $2,438 million from $2,245 million for the three months ended March 31, 2022 due to higher pricing, increased sales from conversions to fiber-based packaging solutions, mix and $4 million of net sales related to the acquisitions of Tama in Q1 2023, partially offset by unfavorable foreign exchange, primarily the Euro, British Pound, Canadian dollar, Japanese Yen, and Australian dollar, and lower volumes of open market sales. Core converting volumes were higher in frozen pizza, foodservice, tobacco, and healthcare and beauty offset by lower volumes in beverage, cereal and dairy.

Income from Operations

The components of the change in Income from Operations are as follows:

 Three Months Ended March 31,
Variances
In millions2022PriceVolume/MixInflationExchange
Other (a)
2023IncreasePercent Change