|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
26-0405422
|
(State or other jurisdiction of
|
(I.R.S. employer
|
incorporation or organization)
|
identification no.)
|
|
|
1500 Riveredge Parkway, Suite 100
|
|
Atlanta, Georgia
|
30328
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
R
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
EX-31.1
|
|
EX-31.2
|
|
EX-32.1
|
|
EX-32.2
|
|
XBRL Content
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
In millions, except per share amounts
|
2016
|
|
2015
|
||||
Net Sales
|
$
|
1,034.0
|
|
|
$
|
1,008.2
|
|
Cost of Sales
|
826.3
|
|
|
818.6
|
|
||
Selling, General and Administrative
|
89.1
|
|
|
85.4
|
|
||
Other Expense (Income), Net
|
0.9
|
|
|
(3.3
|
)
|
||
Business Combinations and Other Special Charges
|
10.5
|
|
|
2.2
|
|
||
Income from Operations
|
107.2
|
|
|
105.3
|
|
||
Interest Expense, Net
|
(16.9
|
)
|
|
(16.9
|
)
|
||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
90.3
|
|
|
88.4
|
|
||
Income Tax Expense
|
(33.2
|
)
|
|
(33.6
|
)
|
||
Income before Equity Income of Unconsolidated Entity
|
57.1
|
|
|
54.8
|
|
||
Equity Income of Unconsolidated Entities
|
0.4
|
|
|
0.3
|
|
||
Net Income
|
$
|
57.5
|
|
|
$
|
55.1
|
|
|
|
|
|
||||
Net Income Per Share — Basic and Diluted
|
$
|
0.18
|
|
|
$
|
0.17
|
|
Cash Dividends Declared Per Share
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
Three Months Ended
|
|||||
|
March 31,
|
|||||
In millions
|
2016
|
2015
|
||||
Net Income
|
$
|
57.5
|
|
$
|
55.1
|
|
Other Comprehensive (Loss) Income, Net of Tax:
|
|
|
||||
Derivative Instruments
|
(2.0
|
)
|
0.5
|
|
||
Currency Translation Adjustment
|
6.0
|
|
(20.1
|
)
|
||
Pension and Postretirement Benefit Plans
|
2.6
|
|
3.2
|
|
||
Total Other Comprehensive Income (Loss), Net of Tax
|
6.6
|
|
(16.4
|
)
|
||
Total Comprehensive Income
|
$
|
64.1
|
|
$
|
38.7
|
|
In millions, except share and per share amounts
|
March 31,
2016 |
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
75.6
|
|
|
$
|
54.9
|
|
Receivables, Net
|
474.0
|
|
|
423.9
|
|
||
Inventories, Net
|
599.4
|
|
|
557.1
|
|
||
Other Current Assets
|
41.2
|
|
|
30.9
|
|
||
Total Current Assets
|
1,190.2
|
|
|
1,066.8
|
|
||
Property, Plant and Equipment, Net
|
1,689.5
|
|
|
1,586.4
|
|
||
Goodwill
|
1,280.0
|
|
|
1,167.8
|
|
||
Intangible Assets, Net
|
482.1
|
|
|
386.7
|
|
||
Other Assets
|
49.2
|
|
|
48.4
|
|
||
Total Assets
|
$
|
4,691.0
|
|
|
$
|
4,256.1
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
33.3
|
|
|
$
|
36.6
|
|
Accounts Payable
|
406.5
|
|
|
457.9
|
|
||
Compensation and Employee Benefits
|
103.0
|
|
|
119.7
|
|
||
Interest Payable
|
16.6
|
|
|
9.2
|
|
||
Other Accrued Liabilities
|
111.4
|
|
|
108.8
|
|
||
Total Current Liabilities
|
670.8
|
|
|
732.2
|
|
||
Long-Term Debt
|
2,267.7
|
|
|
1,838.9
|
|
||
Deferred Income Tax Liabilities
|
338.0
|
|
|
266.7
|
|
||
Accrued Pension and Postretirement Benefits
|
237.3
|
|
|
247.3
|
|
||
Other Noncurrent Liabilities
|
77.5
|
|
|
69.3
|
|
||
|
|
|
|
|
|||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Preferred Stock, par value $.01 per share; 100,000,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common Stock, par value $.01 per share; 1,000,000,000 shares authorized; 322,669,785 and 324,688,717 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
3.2
|
|
|
3.2
|
|
||
Capital in Excess of Par Value
|
1,746.2
|
|
|
1,771.0
|
|
||
Accumulated Deficit
|
(310.6
|
)
|
|
(326.8
|
)
|
||
Accumulated Other Comprehensive Loss
|
(339.1
|
)
|
|
(345.7
|
)
|
||
Total Shareholders' Equity
|
1,099.7
|
|
|
1,101.7
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
4,691.0
|
|
|
$
|
4,256.1
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
In millions
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net Income
|
$
|
57.5
|
|
|
$
|
55.1
|
|
Non-cash Items Included in Net Income:
|
|
|
|
||||
Depreciation and Amortization
|
70.7
|
|
|
68.1
|
|
||
Deferred Income Taxes
|
28.9
|
|
|
29.9
|
|
||
Amount of Postretirement Expense Less Than Funding
|
(6.7
|
)
|
|
(8.1
|
)
|
||
Other, Net
|
12.8
|
|
|
10.7
|
|
||
Changes in Operating Assets and Liabilities
|
(104.8
|
)
|
|
(128.0
|
)
|
||
Net Cash Provided by Operating Activities
|
58.4
|
|
|
27.7
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital Spending
|
(99.0
|
)
|
|
(57.2
|
)
|
||
Packaging Machinery Spending
|
(4.0
|
)
|
|
(3.5
|
)
|
||
Acquisition of Businesses, Net of Cash Acquired
|
(288.5
|
)
|
|
(116.6
|
)
|
||
Other, Net
|
(1.4
|
)
|
|
(0.1
|
)
|
||
Net Cash Used in Investing Activities
|
(392.9
|
)
|
|
(177.4
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Repurchase of Common Stock
|
(43.5
|
)
|
|
(4.0
|
)
|
||
Payments on Debt
|
(6.3
|
)
|
|
(6.3
|
)
|
||
Borrowings under Revolving Credit Facilities
|
552.5
|
|
|
396.7
|
|
||
Payments on Revolving Credit Facilities
|
(122.4
|
)
|
|
(251.3
|
)
|
||
Repurchase of Common Stock related to Share-Based Payments
|
(10.4
|
)
|
|
(20.1
|
)
|
||
Dividends Paid
|
(16.3
|
)
|
|
—
|
|
||
Other, Net
|
(0.3
|
)
|
|
—
|
|
||
Net Cash Used in Financing Activities
|
353.3
|
|
|
115.0
|
|
||
Effect of Exchange Rate Changes on Cash
|
1.9
|
|
|
(3.5
|
)
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
20.7
|
|
|
(38.2
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
54.9
|
|
|
81.6
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
75.6
|
|
|
$
|
43.4
|
|
|
Three Months Ended
|
|
||||||
|
March 31,
|
|
||||||
In millions
|
2016
|
|
2015
|
|
||||
Charges Associated with Business Combinations
|
$
|
5.1
|
|
|
$
|
1.0
|
|
|
Other Special Charges
|
5.4
|
|
|
1.2
|
|
|
||
Total
|
$
|
10.5
|
|
|
$
|
2.2
|
|
|
In millions
|
March 31, 2016
|
|
December 31, 2015
|
||||
Finished Goods
|
$
|
268.2
|
|
|
$
|
265.5
|
|
Work in Progress
|
63.9
|
|
|
50.4
|
|
||
Raw Materials
|
188.0
|
|
|
163.0
|
|
||
Supplies
|
79.3
|
|
|
78.2
|
|
||
Total
|
$
|
599.4
|
|
|
$
|
557.1
|
|
|
|
|
|
||||||
In millions
|
Amounts Recognized as of Acquisition Date
|
Measurement Period Adjustments
|
Amounts Recognized as of Acquisition Dates (as adjusted)
|
||||||
Purchase Price
|
$
|
299.2
|
|
$
|
—
|
|
$
|
299.2
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
$
|
10.7
|
|
$
|
—
|
|
$
|
10.7
|
|
Receivables, Net
|
17.1
|
|
—
|
|
17.1
|
|
|||
Inventories, Net
|
24.9
|
|
—
|
|
24.9
|
|
|||
Other Current Assets
|
3.4
|
|
—
|
|
3.4
|
|
|||
Property, Plant and Equipment, Net
|
78.0
|
|
—
|
|
78.0
|
|
|||
Other Assets
|
9.4
|
|
106.7
|
|
116.1
|
|
|||
Total Assets Acquired
|
143.5
|
|
106.7
|
|
250.2
|
|
|||
Current Liabilities
|
24.0
|
|
—
|
|
24.0
|
|
|||
Deferred Tax Liabilities
|
9.0
|
|
33.1
|
|
42.1
|
|
|||
Total Liabilities Assumed
|
33.0
|
|
33.1
|
|
66.1
|
|
|||
Net Assets Acquired
|
110.5
|
|
73.6
|
|
184.1
|
|
|||
Goodwill
|
188.7
|
|
(73.6
|
)
|
115.1
|
|
|||
Total Estimated Fair Value of Net Assets Acquired
|
$
|
299.2
|
|
$
|
—
|
|
$
|
299.2
|
|
In millions
|
March 31, 2016
|
|
December 31, 2015
|
||||
Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.95%, payable in 2022
|
$
|
250.0
|
|
|
$
|
250.0
|
|
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.80%, payable in 2021
|
425.0
|
|
|
425.0
|
|
||
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (1.7% at March 31, 2016) payable through 2019
|
968.8
|
|
|
975.0
|
|
||
Senior Secured Revolving Facilities with interest payable at floating rates (1.7% at March 31, 2016) payable in 2019
|
658.2
|
|
|
224.8
|
|
||
Capital Lease Obligations
|
1.6
|
|
|
1.8
|
|
||
Other
|
2.7
|
|
|
1.8
|
|
||
Total Debt
|
2,306.3
|
|
|
1,878.4
|
|
||
Less: Current Portion
|
25.5
|
|
|
25.8
|
|
||
|
2,280.8
|
|
|
1,852.6
|
|
||
Less: Unamortized Deferred Debt Issuance Costs
|
13.1
|
|
|
13.7
|
|
||
Total Long-Term Debt
|
2,267.7
|
|
|
1,838.9
|
|
In millions
|
Total
Commitments
|
|
Total
Outstanding
|
|
Total Available
|
||||||
Senior Secured Domestic Revolving Credit Facility(a)
|
$
|
1,250.0
|
|
|
$
|
570.0
|
|
|
$
|
655.2
|
|
Senior Secured International Revolving Credit Facility
|
179.3
|
|
|
88.2
|
|
|
91.1
|
|
|||
Other International Facilities
|
21.7
|
|
|
10.5
|
|
|
11.2
|
|
|||
Total
|
$
|
1,451.0
|
|
|
$
|
668.7
|
|
|
$
|
757.5
|
|
(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
$24.8 million
as of
March 31, 2016
. These letters of credit are used primarily as security against its self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through mid-2018 unless extended.
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value Per Share
|
|||
RSUs — Employees
|
1,869,270
|
|
|
$
|
11.18
|
|
|
Pension Benefits
|
|
Post Retirement Health Care Benefits
|
||||||||||||||
|
Three Months Ended
|
|
|
Three Months Ended
|
|||||||||||||
|
March 31,
|
|
|
March 31,
|
|||||||||||||
In millions
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||
Components of Net Periodic Cost:
|
|
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
$
|
2.5
|
|
|
$
|
3.8
|
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
Interest Cost
|
11.1
|
|
|
13.4
|
|
|
|
0.3
|
|
|
0.4
|
|
|
||||
Administrative Expenses
|
0.3
|
|
|
0.2
|
|
|
|
—
|
|
|
—
|
|
|
||||
Expected Return on Plan Assets
|
(15.1
|
)
|
|
(18.5
|
)
|
|
|
—
|
|
|
—
|
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
||||||||
Prior Service Cost (Credit)
|
0.2
|
|
|
0.2
|
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
||||
Actuarial Loss (Gain)
|
4.8
|
|
|
5.5
|
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
||||
Net Periodic Cost
|
$
|
3.8
|
|
|
$
|
4.6
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
Start
|
End
|
(In Millions)
Notional Amount
|
Weighted Average Interest Rate
|
Current
|
4/1/2016
|
$560.0
|
0.75%
|
4/01/2016
|
2/01/2017
|
$450.0
|
1.00%
|
02/01/2017
|
12/01/2017
|
$300.0
|
1.03%
|
12/01/2017
|
10/01/2018
|
$150.0
|
1.40%
|
In millions
|
|
||
Balance at December 31, 2015
|
$
|
(13.5
|
)
|
Reclassification to Earnings
|
3.7
|
|
|
Current Period Change in Fair Value
|
(7.1
|
)
|
|
Balance at March 31, 2016
|
$
|
(16.9
|
)
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
In millions
|
2016
|
|
2015
|
||||
NET SALES:
|
|
|
|
||||
Paperboard Mills
|
$
|
101.1
|
|
|
$
|
103.4
|
|
Americas Paperboard Packaging
|
785.2
|
|
|
754.0
|
|
||
Europe Paperboard Packaging
|
144.3
|
|
|
144.7
|
|
||
Corporate/Other/Eliminations
|
3.4
|
|
|
6.1
|
|
||
Total
|
$
|
1,034.0
|
|
|
$
|
1,008.2
|
|
|
|
|
|
||||
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
||||
Paperboard Mills
|
$
|
(2.2
|
)
|
|
$
|
(2.9
|
)
|
Americas Paperboard Packaging
|
115.3
|
|
|
100.7
|
|
||
Europe Paperboard Packaging
|
9.1
|
|
|
9.0
|
|
||
Corporate and Other
|
(15.0
|
)
|
|
(1.5
|
)
|
||
Total
|
$
|
107.2
|
|
|
$
|
105.3
|
|
|
|
|
|
||||
DEPRECIATION AND AMORTIZATION:
|
|
|
|
||||
Paperboard Mills
|
$
|
31.1
|
|
|
$
|
29.8
|
|
Americas Paperboard Packaging
|
27.7
|
|
|
25.3
|
|
||
Europe Paperboard Packaging
|
10.1
|
|
|
11.3
|
|
||
Corporate and Other
|
1.8
|
|
|
1.7
|
|
||
Total
|
$
|
70.7
|
|
|
$
|
68.1
|
|
|
Three Months Ended
|
|
||||||
|
March 31,
|
|
||||||
In millions, except per share data
|
2016
|
|
2015
|
|
||||
Net Income
|
$
|
57.5
|
|
|
$
|
55.1
|
|
|
Weighted Average Shares:
|
|
|
|
|
||||
Basic
|
323.1
|
|
|
329.6
|
|
|
||
Dilutive Effect of RSUs and Stock Awards
|
1.1
|
|
|
2.3
|
|
|
||
Diluted
|
324.2
|
|
|
331.9
|
|
|
||
Income Per Share — Basic
|
$
|
0.18
|
|
|
$
|
0.17
|
|
|
Income Per Share — Diluted
|
$
|
0.18
|
|
|
$
|
0.17
|
|
|
In millions
|
Total Shareholders' Equity
|
||
Balance at December 31, 2015
|
$
|
1,101.7
|
|
Net Income
|
57.5
|
|
|
Other Comprehensive Income, Net of Tax
|
6.6
|
|
|
Dividends declared
|
(16.2
|
)
|
|
Repurchase of Common Stock
|
(45.0
|
)
|
|
Compensation Expense Under Share-Based Plans
|
5.5
|
|
|
Repurchase of Common Stock related to Share-Based Payments
|
(10.4
|
)
|
|
Balance at March 31, 2016
|
$
|
1,099.7
|
|
In millions
|
Derivative Instruments
|
Currency Translation Adjustment
|
Pension Benefit Plans
|
Postretirement Benefit Plans
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
(18.4
|
)
|
$
|
(87.8
|
)
|
$
|
(255.4
|
)
|
$
|
15.9
|
|
$
|
(345.7
|
)
|
Other Comprehensive (Loss) Income before Reclassifications
|
(4.3
|
)
|
6.0
|
|
—
|
|
—
|
|
1.7
|
|
|||||
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
(b)
|
2.3
|
|
—
|
|
3.0
|
|
(0.4
|
)
|
4.9
|
|
|||||
Net Current-period Other Comprehensive (Loss) Income
|
(2.0
|
)
|
6.0
|
|
3.0
|
|
(0.4
|
)
|
6.6
|
|
|||||
Balance at March 31, 2016
|
$
|
(20.4
|
)
|
$
|
(81.8
|
)
|
$
|
(252.4
|
)
|
$
|
15.5
|
|
$
|
(339.1
|
)
|
(a)
|
All amounts are net of income taxes.
|
In millions
|
|
|
|
|
||
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
||
Derivatives Instruments:
|
|
|
|
|
||
Commodity Contracts
|
|
$
|
4.4
|
|
|
Cost of Sales
|
Foreign Currency Contracts
|
|
(1.2
|
)
|
|
Other (Income) Expense, Net
|
|
Interest Rate Swap Agreements
|
|
0.5
|
|
|
Interest Expense, Net
|
|
|
|
3.7
|
|
|
Total before Tax
|
|
|
|
(1.4
|
)
|
|
Tax Benefit
|
|
|
|
$
|
2.3
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of Defined Benefit Pension Plans:
|
|
|
|
|
||
Prior Service Costs
|
|
$
|
0.2
|
|
(c)
|
|
Actuarial Losses
|
|
4.8
|
|
(c)
|
|
|
|
|
5.0
|
|
|
Total before Tax
|
|
|
|
(2.0
|
)
|
|
Tax Benefit
|
|
|
|
$
|
3.0
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of Postretirement Benefit Plans:
|
|
|
|
|
||
Prior Service Credits
|
|
$
|
(0.1
|
)
|
(c)
|
|
Actuarial Gains
|
|
(0.5
|
)
|
(c)
|
|
|
|
|
(0.6
|
)
|
|
Total before Tax
|
|
|
|
0.2
|
|
|
Tax Expense
|
|
|
|
$
|
(0.4
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Total Reclassifications for the Period
|
|
$
|
4.9
|
|
|
|
(c)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see “
Note 6 — Pensions and Other Postretirement Benefits"
).
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary Issuer
|
|
Combined Guarantor Subsidiaries
|
|
Combined Nonguarantor Subsidiaries
|
|
Consolidating Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
866.0
|
|
|
$
|
16.1
|
|
|
$
|
231.3
|
|
|
$
|
(79.4
|
)
|
|
$
|
1,034.0
|
|
Cost of Sales
|
—
|
|
|
691.4
|
|
|
12.7
|
|
|
201.6
|
|
|
(79.4
|
)
|
|
826.3
|
|
||||||
Selling, General and Administrative
|
—
|
|
|
70.1
|
|
|
0.7
|
|
|
18.3
|
|
|
—
|
|
|
89.1
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
0.9
|
|
||||||
Business Combinations and Other Special Charges
|
—
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||||
Income from Operations
|
—
|
|
|
95.6
|
|
|
2.7
|
|
|
8.9
|
|
|
—
|
|
|
107.2
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(15.9
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(16.9
|
)
|
||||||
Income before Income Taxes and Equity Income of Unconsolidated Entities
|
—
|
|
|
79.7
|
|
|
2.7
|
|
|
7.9
|
|
|
—
|
|
|
90.3
|
|
||||||
Income Tax Expense
|
—
|
|
|
(31.6
|
)
|
|
(1.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(33.2
|
)
|
||||||
Income before Equity Income of Unconsolidated Entities
|
—
|
|
|
48.1
|
|
|
1.6
|
|
|
7.4
|
|
|
—
|
|
|
57.1
|
|
||||||
Equity Income of Unconsolidated Entities
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
57.5
|
|
|
9.4
|
|
|
(2.6
|
)
|
|
—
|
|
|
(64.3
|
)
|
|
—
|
|
||||||
Net Income (Loss)
|
$
|
57.5
|
|
|
$
|
57.5
|
|
|
$
|
(1.0
|
)
|
|
$
|
7.8
|
|
|
$
|
(64.3
|
)
|
|
$
|
57.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive Income (Loss)
|
$
|
64.1
|
|
|
$
|
64.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
13.0
|
|
|
$
|
(76.1
|
)
|
|
$
|
64.1
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary Issuer
|
|
Combined Guarantor Subsidiaries
|
|
Combined Nonguarantor Subsidiaries
|
|
Consolidating Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
834.3
|
|
|
$
|
0.3
|
|
|
$
|
233.7
|
|
|
$
|
(60.1
|
)
|
|
$
|
1,008.2
|
|
Cost of Sales
|
—
|
|
|
677.3
|
|
|
(0.3
|
)
|
|
201.7
|
|
|
(60.1
|
)
|
|
818.6
|
|
||||||
Selling, General and Administrative
|
—
|
|
|
67.1
|
|
|
2.1
|
|
|
16.2
|
|
|
—
|
|
|
85.4
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(3.3
|
)
|
||||||
Business Combinations and Other Special Charges
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
2.2
|
|
||||||
Income from Operations
|
—
|
|
|
92.1
|
|
|
(1.5
|
)
|
|
14.7
|
|
|
—
|
|
|
105.3
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(16.9
|
)
|
||||||
Income (Loss) before Income Taxes and Equity Income of Unconsolidated Entities
|
—
|
|
|
76.1
|
|
|
(1.5
|
)
|
|
13.8
|
|
|
—
|
|
|
88.4
|
|
||||||
Income Tax (Expense) Benefit
|
—
|
|
|
(28.4
|
)
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(33.6
|
)
|
||||||
Income before Equity Income of Unconsolidated Entities
|
—
|
|
|
47.7
|
|
|
(1.5
|
)
|
|
8.6
|
|
|
—
|
|
|
54.8
|
|
||||||
Equity (Loss) Income of Unconsolidated Entities
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
55.1
|
|
|
7.4
|
|
|
1.7
|
|
|
—
|
|
|
(64.2
|
)
|
|
—
|
|
||||||
Net Income (Loss)
|
$
|
55.1
|
|
|
$
|
55.1
|
|
|
$
|
0.2
|
|
|
$
|
8.9
|
|
|
$
|
(64.2
|
)
|
|
$
|
55.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive Income (Loss)
|
$
|
38.7
|
|
|
$
|
38.7
|
|
|
$
|
(0.9
|
)
|
|
$
|
(23.7
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
38.7
|
|
|
March 31, 2016
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary
Issuer
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Nonguarantor
Subsidiaries
|
|
Consolidating
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
28.8
|
|
|
$
|
7.7
|
|
|
$
|
39.1
|
|
|
$
|
—
|
|
|
$
|
75.6
|
|
Receivables, Net
|
—
|
|
|
239.7
|
|
|
7.2
|
|
|
227.1
|
|
|
—
|
|
|
474.0
|
|
||||||
Inventories, Net
|
—
|
|
|
423.0
|
|
|
12.9
|
|
|
163.5
|
|
|
—
|
|
|
599.4
|
|
||||||
Intercompany
|
—
|
|
|
887.3
|
|
|
36.6
|
|
|
—
|
|
|
(923.9
|
)
|
|
—
|
|
||||||
Other Current Assets
|
—
|
|
|
26.3
|
|
|
0.1
|
|
|
14.8
|
|
|
—
|
|
|
41.2
|
|
||||||
Total Current Assets
|
—
|
|
|
1,605.1
|
|
|
64.5
|
|
|
444.5
|
|
|
(923.9
|
)
|
|
1,190.2
|
|
||||||
Property, Plant and Equipment, Net
|
—
|
|
|
1,417.2
|
|
|
54.0
|
|
|
218.3
|
|
|
—
|
|
|
1,689.5
|
|
||||||
Investment in Consolidated Subsidiaries
|
1,240.9
|
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
(1,256.2
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
1,101.5
|
|
|
70.1
|
|
|
108.4
|
|
|
—
|
|
|
1,280.0
|
|
||||||
Other Assets
|
—
|
|
|
361.7
|
|
|
64.0
|
|
|
105.6
|
|
|
—
|
|
|
531.3
|
|
||||||
Total Assets
|
$
|
1,240.9
|
|
|
$
|
4,485.5
|
|
|
$
|
267.9
|
|
|
$
|
876.8
|
|
|
$
|
(2,180.1
|
)
|
|
$
|
4,691.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
25.3
|
|
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
33.3
|
|
Accounts Payable
|
—
|
|
|
301.3
|
|
|
4.9
|
|
|
100.3
|
|
|
—
|
|
|
406.5
|
|
||||||
Intercompany
|
141.2
|
|
|
—
|
|
|
0.1
|
|
|
796.9
|
|
|
(938.2
|
)
|
|
—
|
|
||||||
Other Accrued Liabilities
|
—
|
|
|
183.2
|
|
|
1.7
|
|
|
46.1
|
|
|
—
|
|
|
231.0
|
|
||||||
Total Current Liabilities
|
141.2
|
|
|
509.8
|
|
|
6.7
|
|
|
951.3
|
|
|
(938.2
|
)
|
|
670.8
|
|
||||||
Long-Term Debt
|
—
|
|
|
2,176.1
|
|
|
—
|
|
|
91.6
|
|
|
—
|
|
|
2,267.7
|
|
||||||
Deferred Income Tax Liabilities
|
—
|
|
|
278.5
|
|
|
31.7
|
|
|
27.8
|
|
|
—
|
|
|
338.0
|
|
||||||
Other Noncurrent Liabilities
|
—
|
|
|
280.2
|
|
|
7.5
|
|
|
27.1
|
|
|
—
|
|
|
314.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Equity
|
1,099.7
|
|
|
1,240.9
|
|
|
222.0
|
|
|
(221.0
|
)
|
|
(1,241.9
|
)
|
|
1,099.7
|
|
||||||
Total Liabilities and Equity
|
$
|
1,240.9
|
|
|
$
|
4,485.5
|
|
|
$
|
267.9
|
|
|
$
|
876.8
|
|
|
$
|
(2,180.1
|
)
|
|
$
|
4,691.0
|
|
|
December 31, 2015
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary
Issuer
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Nonguarantor
Subsidiaries
|
|
Consolidating
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
54.8
|
|
|
$
|
—
|
|
|
$
|
54.9
|
|
Receivables, Net
|
—
|
|
|
217.0
|
|
|
—
|
|
|
206.9
|
|
|
—
|
|
|
423.9
|
|
||||||
Inventories, Net
|
—
|
|
|
408.8
|
|
|
—
|
|
|
148.3
|
|
|
—
|
|
|
557.1
|
|
||||||
Intercompany
|
—
|
|
|
656.4
|
|
|
21.6
|
|
|
—
|
|
|
(678.0
|
)
|
|
—
|
|
||||||
Other Current Assets
|
—
|
|
|
19.2
|
|
|
6.3
|
|
|
5.4
|
|
|
—
|
|
|
30.9
|
|
||||||
Total Current Assets
|
—
|
|
|
1,301.5
|
|
|
27.9
|
|
|
415.4
|
|
|
(678.0
|
)
|
|
1,066.8
|
|
||||||
Property, Plant and Equipment, Net
|
—
|
|
|
1,358.0
|
|
|
0.2
|
|
|
228.2
|
|
|
—
|
|
|
1,586.4
|
|
||||||
Investment in Consolidated Subsidiaries
|
1,176.8
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
(1,192.0
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
1,042.8
|
|
|
—
|
|
|
125.0
|
|
|
—
|
|
|
1,167.8
|
|
||||||
Other Assets
|
—
|
|
|
334.7
|
|
|
—
|
|
|
100.4
|
|
|
—
|
|
|
435.1
|
|
||||||
Total Assets
|
$
|
1,176.8
|
|
|
$
|
4,037.0
|
|
|
$
|
43.3
|
|
|
$
|
869.0
|
|
|
$
|
(1,870.0
|
)
|
|
$
|
4,256.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
36.6
|
|
Accounts Payable
|
—
|
|
|
342.8
|
|
|
—
|
|
|
115.1
|
|
|
—
|
|
|
457.9
|
|
||||||
Interest Payable
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
||||||
Intercompany
|
75.1
|
|
|
—
|
|
|
—
|
|
|
808.8
|
|
|
(883.9
|
)
|
|
—
|
|
||||||
Other Accrued Liabilities
|
—
|
|
|
182.6
|
|
|
—
|
|
|
45.9
|
|
|
—
|
|
|
228.5
|
|
||||||
Total Current Liabilities
|
75.1
|
|
|
560.1
|
|
|
—
|
|
|
980.9
|
|
|
(883.9
|
)
|
|
732.2
|
|
||||||
Long-Term Debt
|
—
|
|
|
1,761.4
|
|
|
—
|
|
|
77.5
|
|
|
—
|
|
|
1,838.9
|
|
||||||
Deferred Income Tax Liabilities
|
—
|
|
|
249.2
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
266.7
|
|
||||||
Other Noncurrent Liabilities
|
—
|
|
|
289.5
|
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
316.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Equity
|
1,101.7
|
|
|
1,176.8
|
|
|
43.3
|
|
|
(234.0
|
)
|
|
(986.1
|
)
|
|
1,101.7
|
|
||||||
Total Liabilities and Equity
|
$
|
1,176.8
|
|
|
$
|
4,037.0
|
|
|
$
|
43.3
|
|
|
$
|
869.0
|
|
|
$
|
(1,870.0
|
)
|
|
$
|
4,256.1
|
|
Ø
|
Overview of Business
|
Ø
|
Overview of 2016 Results
|
Ø
|
Results of Operations
|
Ø
|
Financial Condition, Liquidity and Capital Resources
|
Ø
|
Critical Accounting Policies
|
Ø
|
New Accounting Standards
|
Ø
|
Business Outlook
|
•
|
Net Sales for the three months ended March 31, 2016, increased by $25.8 million or 2.6% to $1,034.0 million from $1,008.2 million for the three months ended March 31, 2015, primarily due to the acquisitions discussed below and higher beverage sales partially offset by unfavorable foreign exchange rates and lower pricing.
|
•
|
Income from Operations for the three months ended March 31, 2016 increased $1.9 million or 1.8% to $107.2 million from $105.3 million for the three months ended March 31, 2015 due to cost savings through continuous improvement programs and the acquisitions partially offset by the lower pricing and unfavorable foreign exchange rates.
|
•
|
On March 31, 2016, the Company acquired substantially all of the assets of Metro Packaging & Imaging, Inc. ("Metro"), a single facility located in Wayne, New Jersey.
|
•
|
On February 16, 2016, the Company acquired Walter G. Anderson, Inc., ("WG Anderson") a premier folding carton manufacturer with a focus on store branded food and consumer product markets. WG Anderson operates two world-class sheet-fed folding carton converting facilities located in Hamel, Minnesota and Newton, Iowa.
|
•
|
On January 5, 2016, the Company acquired G-Box, S.A. de C.V., ("G-Box"). The acquisition includes two folding carton converting facilities located in Monterrey, Mexico and Tijuana, Mexico that service the food, beverage and consumer products markets.
|
•
|
Metro, WG Anderson and G-Box are referred to collectively as the "2016 Acquisitions."
|
•
|
On January 11, 2016, the Company agreed to offer to purchase 100% of the outstanding shares of Colorpak (ASX:CKL), a leading folding carton supplier in Australia and New Zealand. Colorpak operates three folding carton facilities that convert paperboard into folding cartons for the food, beverage and consumer product markets. The folding carton facilities are located in Melbourne, Australia, Sydney, Australia and Auckland, New Zealand. The acquisition was approved by Colorpak shareholders and the regulatory authorities, and is expected to close in the second quarter of 2016.
|
•
|
The Company repurchased 3,712,552 shares at an average price of $12.12 during the quarter ended
March 31, 2016
in accordance with the previously announced share repurchase program allowing management to purchase up to $
250 million
of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans. As of March 31, 2016, the Company has approximately $142 million remaining under the current share repurchase program.
|
•
|
On February 25, 2016, the Company's board of directors declared a regular quarterly dividend of $
0.05
per share of common stock paid on April 5, 2015 to shareholders of record as of March 15, 2016.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net Sales
|
$
|
1,034.0
|
|
|
$
|
1,008.2
|
|
Income from Operations
|
107.2
|
|
|
105.3
|
|
||
Interest Expense, Net
|
(16.9
|
)
|
|
(16.9
|
)
|
||
Income before Taxes and Equity Income of Unconsolidated Entities
|
90.3
|
|
|
88.4
|
|
||
Income Tax Expense
|
(33.2
|
)
|
|
(33.6
|
)
|
||
Income before Equity Income of Unconsolidated Entities
|
57.1
|
|
|
54.8
|
|
||
Equity Income of Unconsolidated Entities
|
0.4
|
|
|
0.3
|
|
||
Net Income
|
$
|
57.5
|
|
|
$
|
55.1
|
|
|
Three Months Ended March 31,
|
|||||||||||||
In millions
|
2016
|
|
2015
|
|
Increase (Decrease)
|
|
Percent
Change
|
|||||||
Consolidated
|
$
|
1,034.0
|
|
|
$
|
1,008.2
|
|
|
$
|
25.8
|
|
|
2.6
|
%
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
|
Variances
|
|
|
||||||||||||||||||
In millions
|
2015
|
|
Price
|
|
Volume/Mix
|
|
Exchange
|
|
Total
|
|
2016
|
||||||||||||
Consolidated
|
$
|
1,008.2
|
|
|
$
|
(8.0
|
)
|
|
$
|
42.5
|
|
|
$
|
(8.7
|
)
|
|
$
|
25.8
|
|
|
$
|
1,034.0
|
|
|
Three Months Ended March 31,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
Increase (Decrease)
|
|
Percent
Change
|
||||||
Consolidated
|
$
|
107.2
|
|
|
$
|
105.3
|
|
|
$
|
1.9
|
|
|
1.8%
|
|
Three Months Ended March 31,
|
|||||||||||||||||||||||||||||||
|
|
|
Variances
|
|
|
|||||||||||||||||||||||||||
In millions
|
2015
|
|
Price
|
|
Volume/Mix
|
|
|
Deflation
|
|
Exchange
|
|
Other
(a)
|
|
Total
|
|
2016
|
||||||||||||||||
Consolidated
|
$
|
105.3
|
|
|
$
|
(8.0
|
)
|
|
$
|
1.1
|
|
|
|
$
|
3.0
|
|
|
$
|
(3.8
|
)
|
|
$
|
9.6
|
|
|
$
|
1.9
|
|
|
$
|
107.2
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
In millions
|
2016
|
|
2015
|
||||
NET SALES:
|
|
|
|
||||
Paperboard Mills
|
$
|
101.1
|
|
|
$
|
103.4
|
|
Americas Paperboard Packaging
|
785.2
|
|
|
754.0
|
|
||
Europe Paperboard Packaging
|
144.3
|
|
|
144.7
|
|
||
Corporate/Other/Eliminations
|
3.4
|
|
|
6.1
|
|
||
Total
|
$
|
1,034.0
|
|
|
$
|
1,008.2
|
|
|
|
|
|
||||
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
||||
Paperboard Mills
|
$
|
(2.2
|
)
|
|
$
|
(2.9
|
)
|
Americas Paperboard Packaging
|
115.3
|
|
|
100.7
|
|
||
Europe Paperboard Packaging
|
9.1
|
|
|
9.0
|
|
||
Corporate and Other
|
(15.0
|
)
|
|
(1.5
|
)
|
||
Total
|
$
|
107.2
|
|
|
$
|
105.3
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
In millions
|
2016
|
|
2015
|
||||
Net Cash Provided by Operating Activities
|
$
|
58.4
|
|
|
$
|
27.7
|
|
Net Cash Used in Investing Activities
|
$
|
(392.9
|
)
|
|
$
|
(177.4
|
)
|
Net Cash Used by Financing Activities
|
$
|
353.3
|
|
|
$
|
115.0
|
|
•
|
Depreciation and amortization between $290 million and $310 million, excluding the impact of purchase accounting for the 2016 Acquisitions.
|
•
|
Interest expense of $75 million to $85 million, including approximately $4 million to $5 million of non-cash interest expense associated with amortization of debt issuance costs.
|
•
|
Cash flow of $360 million to $380 million available for net debt reduction, dividends, and share repurchases, excluding mergers and acquisitions and capital market activity.
|
•
|
Pension plan contributions of $40 million to $60 million.
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Program (a)
|
|||||
|
|||||||||||||
January 1, 2016 through January 31, 2016
|
|
1,625,766
|
|
|
$
|
11.92
|
|
|
6,250,977
|
|
|
14,755,979
|
|
February 1, 2016 through February 29, 2016
|
|
993,869
|
|
|
$
|
11.75
|
|
|
7,244,846
|
|
|
12,648,376
|
|
March 1, 2016 through March 31, 2016
|
|
1,092,917
|
|
|
$
|
12.77
|
|
|
8,337,763
|
|
|
11,050,587
|
|
|
|||||||||||||
Total
|
|
3,712,552
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
Description
|
|
|
|
|
|
|
10.1*
|
Second Amendment to the GPI Savings Plan dated as of February 10, 2016.
|
|
|
10.2*
|
Third Amendment to the GPI Savings Plan dated as of March 4, 2016.
|
|
|
10.3*
|
Fourth Amendment to the GPI Savings Plan dated as of March 29, 2016.
|
|
|
10.4*
|
Fourth Amendment to the Graphic Packaging Retirement Plan dated March 4, 2016
|
|
|
31.1
|
Certification required by Rule 13a-14(a).
|
|
|
31.2
|
Certification required by Rule 13a-14(a).
|
|
|
32.1
|
Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
32.2
|
Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
(Registrant)
|
|
|
|
|
/s/ STEPHEN R. SCHERGER
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
April 28, 2016
|
Stephen R. Scherger
|
||
|
|
|
/s/ DEBORAH R. FRANK
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
April 28, 2016
|
Deborah R. Frank
|
(c)
|
W.G. Anderson
. In the event a former participant in the Walter G. Anderson, Inc. Employees Retirement Savings Plan (the “WGA Plan”) elected to roll over the balance of his or her outstanding loan(s) to the Plan (in accordance with such uniform rules as then established by the Retirement Committee), such loan(s) shall remain outstanding and be repaid in accordance with their terms. Notwithstanding the fact that such Participant was permitted to roll over more than one loan from the WGA Plan as described in the preceding sentence, such Participant will not be allowed to receive an additional loan from the Plan until all loans rolled over from the WGA Plan have been fully repaid.
|
By:
|
/s/ Stephen Scherger
|
|
Stephen Scherger
|
|
|
By:
|
/s/ Carla J. Chaney
|
|
Carla J. Chaney
|
|
|
By:
|
/s/ Brad Ankerholz
|
|
Brad Ankerholz
|
|
|
By:
|
/s/ Debbie Frank
|
|
Debbie Frank
|
|
|
By:
|
/s/ Brian A. Wilson
|
|
Brian A. Wilson
|
By:
|
/s/ Stephen R. Scherger
|
|
Stephen R. Scherger
|
|
|
By:
|
/s/ Carla J. Chaney
|
|
Carla J. Chaney
|
|
|
By:
|
/s/ Debbie Frank
|
|
Debbie Frank
|
|
|
By:
|
/s/ Brad Ankerholz
|
|
Brad Ankerholz
|
|
|
By:
|
/s/ Brian A. Wilson
|
|
Brian W. Wilson
|
By:
|
/s/ Brad Ankerholz
|
|
Brad Ankerholz
|
|
|
By:
|
/s/ Carla J. Chaney
|
|
Carla J. Chaney
|
|
|
By:
|
/s/ Debbie Frank
|
|
Debbie Frank
|
|
|
By:
|
/s/ Stephen Scherger
|
|
Stephen Scherger
|
|
|
By:
|
/s/ Brian A. Wilson
|
|
Brian A. Wilson
|
“
1.7A
|
Non-Grandfathered Member
means a Member who is in active employment, is on an approved Leave of Absence or Layoff as described in Section 1.7 or is on a military leave as described in Section 2.5, provided the Member’s reemployment rights are protected by law on April 30, 2016, and on April 30, 2016:
|
(a)
|
has not yet attained age 55, and
|
(b)
|
whose age measured in years (including fractional years) plus his years (including fractional years) of Benefit Service is less than 70.
|
(a)
|
Benefit Service for benefit accrual purposes and the pension multiplier shall be frozen as of April 30, 2016; and
|
(b)
|
Vesting Service shall continue to be credited under the terms of this Appendix 9 for purpose of determining his eligibility for a pension under this Appendix 9 on and after April 30, 2016.”
|
By:
|
/s/ Brad Ankerholz
|
|
Brad Ankerholz
|
|
|
By:
|
/s/ Carla J. Chaney
|
|
Carla J. Chaney
|
|
|
By:
|
/s/ Debbie Frank
|
|
Debbie Frank
|
|
|
By:
|
/s/ Stephen Scherger
|
|
Stephen Scherger
|
|
|
By:
|
/s/ Brian A. Wilson
|
|
Brian A. Wilson
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Graphic Packaging Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Michael P. Doss
|
|
Michael P. Doss,
President and Chief Executive Officer
(Principal Executive Officer)
|
|
April 28, 2016
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Graphic Packaging Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ STEPHEN R. SCHERGER
|
|
Stephen R. Scherger Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
April 28, 2016
|
|
/s/ Michael P. Doss
|
|
Name: Michael P. Doss,
Title: President and Chief Executive Officer
|
|
April 28, 2016
|
|
/s/ STEPHEN R. SCHERGER
|
|
Name: Stephen R. Scherger
Title: Senior Vice President and Chief Financial Officer
|
|
April 28, 2016
|