|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31,
2016
|
or
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
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Delaware
|
26-0405422
|
(State of incorporation)
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(I.R.S. employer
identification no.)
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1500 Riveredge Parkway, Suite 100, Atlanta, Georgia
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30328
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(Address of principal executive
offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
|
New York Stock Exchange
|
Series A Junior Participating Preferred Stock Purchase Rights
|
New York Stock Exchange
|
Associated with the Common Stock
|
|
Large accelerated filer
þ
|
Accelerated filer
o
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Non-accelerated filer
o
|
Smaller reporting company
o
|
|
(Do not check if a smaller reporting company)
|
|
ITEM 1.
|
BUSINESS
|
2016
|
||||||
Date Declared
|
|
Record Date
|
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Payment Date
|
|
Dividend Per Share
|
February 25, 2016
|
|
March 15, 2016
|
|
April 5, 2016
|
|
$0.05
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May 25, 2016
|
|
June 15, 2016
|
|
July 5, 2016
|
|
$0.05
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July 29, 2016
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September 15, 2016
|
|
October 5, 2016
|
|
$0.05
|
October 24, 2016
|
|
December 15, 2016
|
|
January 5, 2017
|
|
$0.075
|
2015
|
||||||
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
February 4, 2015
|
|
March 15, 2015
|
|
April 5, 2015
|
|
$0.05
|
May 20, 2015
|
|
June 15, 2015
|
|
July 5, 2015
|
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$0.05
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July 30, 2015
|
|
September 15, 2015
|
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October 5, 2015
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$0.05
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November 19, 2015
|
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December 15, 2015
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January 5, 2016
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$0.05
|
•
|
convenience through ease of carrying, storage, delivery, dispensing of product and food preparation for consumers;
|
•
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a smooth surface printed with high-resolution, multi-color graphic images that help improve brand awareness and visibility of products on store shelves; and
|
•
|
durability, stiffness and wet and dry tear strength; leak, abrasion and heat resistance; barrier protection from moisture, oxygen, oils and greases, as well as enhanced microwave heating performance.
|
•
|
beverage, including beer, soft drinks, energy drinks, teas, water and juices;
|
•
|
food, including cereal, desserts, frozen, refrigerated and microwavable foods and pet foods;
|
•
|
prepared foods, including snacks, quick-serve foods for restaurants and food service products; and
|
•
|
household products, including dishwasher and laundry detergent, health care and beauty aids, and tissues and papers.
|
•
|
beverage multiple-packaging — multi-packs for beer, soft drinks, energy drinks, teas, water and juices;
|
•
|
active microwave technologies — substrates that improve the preparation of foods in the microwave; and
|
•
|
easy opening and closing features — dispensing features, pour spouts and sealable liners.
|
Location
|
Product
|
# of Machines
|
2016 Net Tons Produced
|
|
West Monroe, LA
|
CUK
|
2
|
788,820
|
|
Macon, GA
|
CUK
|
2
|
664,683
|
|
Kalamazoo, MI
|
CRB
|
2
|
485,608
|
|
Battle Creek, MI
|
CRB
|
2
|
208,236
|
|
Middletown, OH
|
CRB
|
1
|
162,355
|
|
Santa Clara, CA
|
CRB
|
1
|
137,017
|
|
East Angus, Québec
|
CRB
|
1
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72,218
|
|
West Monroe, LA
|
Corrugated Medium
|
1
|
125,501
|
|
Item 1A.
|
RISK FACTORS
|
•
|
Compliance with and enforcement of environmental, health and safety and labor laws and other regulations of the foreign countries in which the Company operates;
|
•
|
Export compliance;
|
•
|
Imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries; and
|
•
|
Imposition of new or increases in capital investment requirements and other financing requirements by foreign governments.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Location
|
Related Products or Use of Facility
|
Mills:
|
|
Battle Creek, MI
|
CRB
|
East Angus, Québec
|
CRB
|
Kalamazoo, MI
|
CRB
|
Macon, GA
|
CUK
|
Middletown, OH
|
CRB
|
Santa Clara, CA
|
CRB
|
West Monroe, LA
|
CUK; Corrugated Medium; Research and Development
|
|
|
Other:
|
|
Atlanta, GA
(a)
|
Research and Development, Packaging Machinery and Design
|
Concord, NH
(a)
|
Research and Development, Design Center
|
Crosby, MN
|
Packaging Machinery Engineering, Design and Manufacturing
|
Louisville, CO
(a)
|
Research and Development
|
|
|
|
North American Converting Plants:
|
|
International Converting Plants:
|
Atlanta, GA
(a)
|
Monterrey, Mexico
(a)
|
Auckland, New Zealand
(a)
|
Carol Stream, IL
|
Newton, IA
|
Bremen, Germany
(a)
|
Centralia, IL
|
North Portland, OR
|
Bristol, United Kingdom
|
Charlotte, NC
|
Oroville, CA
(a)
|
Coalville, United Kingdom
(a)
|
Cobourg, Ontario
(a)
|
Pacific, MO
|
Gateshead, United Kingdom
(a)
|
Elk Grove, IL
(a)(b)
|
Perry, GA
|
Hoogerheide, Netherlands
|
Fort Smith, AR
(b)
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Piscataway, NJ
(a)(d)
|
Newcastle Upon Tyne, United Kingdom
(a)
|
Gordonsville, TN
(a)
|
Queretaro, Mexico
(a)
|
Igualada, Barcelona, Spain
|
Gresham, OR
(a)
|
Renton, WA
(c)
|
Jundiai, Sao Paulo, Brazil
|
Hamel, MN
|
Solon, OH
|
Leeds, United Kingdom
|
Irvine, CA
|
Staunton, VA
|
Masnieres, France
(a)
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Kalamazoo, MI
|
Tijuana, Mexico
(a)
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Melbourne, Australia
(a)
|
Kendallville, IN
|
Tuscaloosa, AL
|
Portlaoise, Ireland
(a)
|
Lawrenceburg, TN
|
Vancouver, WA
(a)
|
Sneek, Netherlands
|
Lumberton, NC
|
Valley Forge, PA
|
Sydney, Australia
(a)
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Marion, OH
|
Wayne, NJ
|
|
Menasha, WI
(c)
|
Wausau, WI
|
|
Mississauga, Ontario
(a)
|
West Monroe, LA
(b)
|
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Mitchell, SD
|
Winnipeg, Manitoba
|
|
(a)
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Leased facility.
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(b)
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Multiple facilities in this location.
|
(c)
|
Facility closed during 2016 and is classified as Asset Held for Sale.
|
(d)
|
Facility closed during 2016.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2016
|
|
2015
|
||||||||||
High
|
Low
|
|
High
|
Low
|
|||||||||
First Quarter
|
$
|
13.36
|
|
$
|
10.71
|
|
|
$
|
16.14
|
|
$
|
13.37
|
|
Second Quarter
|
13.71
|
|
11.95
|
|
|
15.16
|
|
13.52
|
|
||||
Third Quarter
|
14.70
|
|
12.19
|
|
|
15.28
|
|
12.62
|
|
||||
Fourth Quarter
|
14.09
|
|
12.24
|
|
|
14.46
|
|
12.17
|
|
2016
|
||||||
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
February 25, 2016
|
|
March 15, 2016
|
|
April 5, 2016
|
|
$0.05
|
May 25, 2016
|
|
June 15, 2016
|
|
July 5, 2016
|
|
$0.05
|
July 29, 2016
|
|
September 15, 2016
|
|
October 5, 2016
|
|
$0.05
|
October 24, 2016
|
|
December 15, 2016
|
|
January 5, 2017
|
|
$0.075
|
2015
|
||||||
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
February 4, 2015
|
|
March 15, 2015
|
|
April 5, 2015
|
|
$0.05
|
May 20, 2015
|
|
June 15, 2015
|
|
July 5, 2015
|
|
$0.05
|
July 30, 2015
|
|
September 15, 2015
|
|
October 5, 2015
|
|
$0.05
|
November 19, 2015
|
|
December 15, 2015
|
|
January 5, 2016
|
|
$0.05
|
Period (2016)
|
|
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)
|
|||||
October 1, through October 31,
|
|
926,457
|
|
|
$
|
13.19
|
|
|
13,999,960
|
|
|
5,374,122
|
|
November 1, through November 30,
|
|
1,906,164
|
|
|
$
|
12.78
|
|
|
15,906,124
|
|
|
3,406,790
|
|
December 1, through December 31,
|
|
1,921,512
|
|
|
$
|
12.71
|
|
|
17,827,636
|
|
|
1,474,270
|
|
Total
|
|
4,754,133
|
|
|
|
|
|
|
|
|
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
||||||||||||
Graphic Packaging Holding Company
|
$
|
100.00
|
|
|
$
|
151.64
|
|
|
$
|
225.35
|
|
|
$
|
319.72
|
|
|
$
|
305.57
|
|
|
$
|
302.38
|
|
S&P 500 Stock Index
|
100.00
|
|
|
116.00
|
|
|
153.58
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
||||||
Dow Jones U.S. Container & Packaging Index
|
100.00
|
|
|
114.10
|
|
|
160.56
|
|
|
184.18
|
|
|
176.25
|
|
|
209.84
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
|||||||||||||
In millions, except per share amounts
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
4,298.1
|
|
$
|
4,160.2
|
|
$
|
4,240.5
|
|
$
|
4,478.1
|
|
$
|
4,337.1
|
|
Income from Operations
|
396.0
|
|
427.1
|
|
227.8
|
|
341.6
|
|
322.4
|
|
|||||
Net Income
|
228.0
|
|
230.1
|
|
89.0
|
|
146.7
|
|
120.1
|
|
|||||
Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
—
|
|
0.7
|
|
(0.1
|
)
|
2.5
|
|
|||||
Net Income Attributable Graphic Packaging Holding Company
|
228.0
|
|
230.1
|
|
89.7
|
|
146.6
|
|
122.6
|
|
|||||
|
|
|
|
|
|
||||||||||
Net Income Attributable to Graphic Packaging Holding Company Per Share Basis:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.71
|
|
$
|
0.70
|
|
$
|
0.27
|
|
$
|
0.42
|
|
$
|
0.31
|
|
Diluted
|
$
|
0.71
|
|
$
|
0.70
|
|
$
|
0.27
|
|
$
|
0.42
|
|
$
|
0.31
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
||||||||||
(as of period end)
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
59.1
|
|
$
|
54.9
|
|
$
|
81.6
|
|
$
|
52.2
|
|
$
|
51.5
|
|
Total Assets
|
4,603.4
|
|
4,256.1
|
|
4,137.6
|
|
4,373.1
|
|
4,482.0
|
|
|||||
Total Debt
|
2,151.9
|
|
1,875.5
|
|
1,957.7
|
|
2,238.3
|
|
2,317.8
|
|
|||||
Total Equity
|
1,056.5
|
|
1,101.7
|
|
1,012.3
|
|
1,062.3
|
|
972.3
|
|
|||||
|
|
|
|
|
|
||||||||||
Additional Data:
|
|
|
|
|
|
||||||||||
Depreciation and Amortization
|
$
|
299.3
|
|
$
|
280.5
|
|
$
|
270.0
|
|
$
|
277.4
|
|
$
|
266.8
|
|
Capital Spending, including Packaging Machinery
|
294.6
|
|
244.1
|
|
201.4
|
|
209.2
|
|
203.3
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
•
|
Net Sales in
2016
increased
by
$137.9 million
or
3.3%
, to
$4,298.1 million
from
$4,160.2 million
in
2015
primarily due to the acquisitions discussed below, partially offset by the shut down of certain assets during 2015, unfavorable foreign exchange rates and lower pricing.
|
•
|
Income from Operations in
2016
decreased
by
$31.1 million
or
7.3%
, to
$396.0 million
from
$427.1 million
in
2015
due to the lower pricing, higher inflation, higher depreciation and amortization related to purchase accounting for the acquisitions and unfavorable foreign exchange rates. These decreases were offset by net improved performance, primarily cost savings through continuous improvement programs, and the acquisitions.
|
•
|
On April 29, 2016, the Company acquired Colorpak Limited ("Colorpak"), 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.
|
•
|
On March 31, 2016, the Company acquired substantially all of the assets of Metro Packaging & Imaging, Inc. ("Metro"), a single converting 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 product markets.
|
•
|
During 2015, the Company acquired Carded Graphics, LLC. ("Carded"), certain assets of Cascades Norampac Division ("Cascades"), Rose City Printing and Packaging Inc. ("Rose City"). These transactions are referred to collectively as the "North American Acquisitions."
|
•
|
During
2016
, the Company repurchased 13.2 million shares, or approximately $169 million of shares, at an average price of $12.77 in accordance with the previously announced share repurchase program. The program allows 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
December 31, 2016
, the Company has approximately $18 million remaining under the current share repurchase program. On January 10, 2017, the Company's board of directors authorized a new $250 million share repurchase program.
|
•
|
During
2016
, the Company declared and paid cash dividends of $71.7 million and
$64.4 million
, respectively. On October 24, 2016, the Company's board of directors declared a quarterly dividend of $0.075 per common share which increased the quarterly dividend by fifty percent. The Company intends to increase the annual dividend in 2017 from $0.20 per share to $0.30 per share, subject to Board approval.
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Net Sales
|
$
|
4,298.1
|
|
$
|
4,160.2
|
|
$
|
4,240.5
|
|
Income from Operations
|
$
|
396.0
|
|
$
|
427.1
|
|
$
|
227.8
|
|
Interest Expense, Net
|
(76.6
|
)
|
(67.8
|
)
|
(80.7
|
)
|
|||
Loss on Modification or Extinguishment of Debt
|
—
|
|
—
|
|
(14.4
|
)
|
|||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
$
|
319.4
|
|
$
|
359.3
|
|
$
|
132.7
|
|
Income Tax Expense
|
(93.2
|
)
|
(130.4
|
)
|
(45.4
|
)
|
|||
Income before Equity Income of Unconsolidated Entity
|
$
|
226.2
|
|
$
|
228.9
|
|
$
|
87.3
|
|
Equity Income of Unconsolidated Entity
|
1.8
|
|
1.2
|
|
1.7
|
|
|||
Net Income
|
$
|
228.0
|
|
$
|
230.1
|
|
$
|
89.0
|
|
|
Year Ended December 31,
|
|
|
|||||||||||||||||
|
|
Variances
|
|
|
|
|||||||||||||||
In millions
|
2015
|
Price
|
Volume/Mix
|
Foreign Exchange
|
2016
|
Increase (Decrease)
|
Percent Change
|
|||||||||||||
Consolidated
|
$
|
4,160.2
|
|
$
|
(33.8
|
)
|
$
|
219.2
|
|
$
|
(47.5
|
)
|
$
|
4,298.1
|
|
$
|
137.9
|
|
3.3
|
%
|
|
Year Ended December 31,
|
|
|
|||||||||||||||||||||||
|
|
Variances
|
|
|
|
|||||||||||||||||||||
In millions
|
2015
|
Price
|
Volume/Mix
|
Inflation
|
Foreign Exchange
|
Other
(a)
|
2016
|
Increase (Decrease)
|
Percent Change
|
|||||||||||||||||
Consolidated
|
$
|
427.1
|
|
$
|
(33.8
|
)
|
$
|
(18.7
|
)
|
$
|
(25.0
|
)
|
$
|
(19.1
|
)
|
$
|
65.5
|
|
$
|
396.0
|
|
$
|
(31.1
|
)
|
(7.3
|
)%
|
(a)
|
Includes the Company’s cost reduction initiatives, sales of assets and expenses related to acquisitions, integration activities, and shutdown costs.
|
|
Year Ended December 31,
|
|
|
||||||||||||||||||||
|
|
Variances
|
|
|
|
||||||||||||||||||
In millions
|
2014
|
Price
|
Volume/Mix
|
Divestitures
|
Foreign Exchange
|
2015
|
Increase (Decrease)
|
Percent Change
|
|||||||||||||||
Consolidated
|
$
|
4,240.5
|
|
$
|
(15.6
|
)
|
$
|
265.9
|
|
$
|
(221.6
|
)
|
$
|
(109.0
|
)
|
$
|
4,160.2
|
|
$
|
(80.3
|
)
|
(1.9
|
)%
|
|
Year Ended December 31,
|
|
|
||||||||||||||||||||||||||
|
|
Variances
|
|
|
|
||||||||||||||||||||||||
In millions
|
2014
|
Price
|
Volume/Mix
|
Divestitures
|
Inflation
|
Foreign Exchange
|
Other(a)
|
2015
|
Increase (Decrease)
|
Percent Change
|
|||||||||||||||||||
Consolidated
|
$
|
227.8
|
|
$
|
(15.6
|
)
|
$
|
12.1
|
|
$
|
178.9
|
|
$
|
(9.0
|
)
|
$
|
(29.2
|
)
|
$
|
62.1
|
|
$
|
427.1
|
|
$
|
199.3
|
|
87.5
|
%
|
(a)
|
Includes the Company’s cost reduction initiatives, sales of assets and expenses related to acquisitions, integration activities, and shutdown costs.
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
NET SALES:
|
|
|
|
||||||
Paperboard Mills
|
$
|
394.7
|
|
$
|
480.5
|
|
$
|
380.6
|
|
Americas Paperboard Packaging
|
3,316.9
|
|
3,049.6
|
|
3,006.7
|
|
|||
Europe Paperboard Packaging
|
569.9
|
|
603.9
|
|
596.6
|
|
|||
Flexible Packaging
|
—
|
|
—
|
|
215.6
|
|
|||
Corporate/Other/Eliminations
|
16.6
|
|
26.2
|
|
41.0
|
|
|||
Total
|
$
|
4,298.1
|
|
$
|
4,160.2
|
|
$
|
4,240.5
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
||||||
Paperboard Mills
|
$
|
(7.8
|
)
|
$
|
12.9
|
|
$
|
8.5
|
|
Americas Paperboard Packaging
|
416.8
|
|
403.9
|
|
412.0
|
|
|||
Europe Paperboard Packaging
|
25.4
|
|
40.8
|
|
32.5
|
|
|||
Flexible Packaging
(a)
|
—
|
|
—
|
|
(186.1
|
)
|
|||
Corporate and Other
|
(38.4
|
)
|
(30.5
|
)
|
(39.1
|
)
|
|||
Total
|
$
|
396.0
|
|
$
|
427.1
|
|
$
|
227.8
|
|
|
Years Ended December 31,
|
|||||
In millions
|
2016
|
2015
|
||||
Net Cash Provided by Operating Activities
|
$
|
641.4
|
|
$
|
589.2
|
|
Net Cash Used in Investing Activities
|
$
|
(632.5
|
)
|
$
|
(399.8
|
)
|
Net Cash Used In Financing Activities
|
$
|
(3.1
|
)
|
$
|
(210.9
|
)
|
|
Payments Due by Period
|
||||||||||||||
In millions
|
Total
|
Less than 1 Year
|
1-3 Years
|
3-5 Years
|
More than 5 Years
|
||||||||||
Debt Obligations
|
$
|
2,149.9
|
|
$
|
62.1
|
|
$
|
1,111.5
|
|
$
|
426.0
|
|
$
|
550.3
|
|
Operating Leases
|
173.0
|
|
41.5
|
|
58.3
|
|
33.5
|
|
39.7
|
|
|||||
Capital Leases
|
27.2
|
|
2.1
|
|
3.9
|
|
3.6
|
|
17.6
|
|
|||||
Interest Payable
|
371.2
|
|
80.0
|
|
164.2
|
|
78.9
|
|
48.1
|
|
|||||
Purchase Obligations
(a)
|
722.5
|
|
145.0
|
|
198.6
|
|
80.3
|
|
298.6
|
|
|||||
Pension Funding
|
40.0
|
|
40.0
|
|
—
|
|
—
|
|
—
|
|
|||||
Total Contractual Obligations
(b)
|
$
|
3,483.8
|
|
$
|
370.7
|
|
$
|
1,536.5
|
|
$
|
622.3
|
|
$
|
954.3
|
|
(b)
|
Certain amounts included in this table are based on management’s estimates and assumptions about these obligations. Because these estimates and assumptions are necessarily subjective, the obligations the Company will actually pay in the future periods may vary from those reflected in the table.
|
•
|
Depreciation and amortization expense between $300 million and $320 million, excluding approximately $7 million of pension amortization.
|
•
|
Interest expense of $75 million to $85 million, including approximately $5 million to $6 million of non-cash interest expense associated with amortization of debt issuance costs.
|
•
|
Cash of $380 million to $400 million available for net debt reduction, dividends, and share repurchases, excluding mergers and acquisitions and capital market activities.
|
•
|
Pension plan contributions of $30 million to $50 million.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
|
Expected Maturity Date
|
|||||||||||||||||||||||
In millions
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
Fair Value
|
||||||||||||||||
Total Debt
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
25.0
|
|
$
|
51.0
|
|
$
|
375.7
|
|
$
|
0.6
|
|
$
|
425.4
|
|
$
|
550.3
|
|
$
|
1,428.0
|
|
$
|
1,448.8
|
|
Average Interest Rate
|
1.50
|
%
|
1.49
|
%
|
1.50
|
%
|
1.23
|
%
|
4.75
|
%
|
4.46
|
%
|
—
|
|
—
|
|
||||||||
Variable Rate
|
$
|
—
|
|
$
|
—
|
|
$
|
684.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
684.8
|
|
$
|
683.9
|
|
Average Swap Rate is .6% — .1.4%
|
LIBOR + Spread
|
|
LIBOR + Spread
|
|
LIBOR + Spread
|
|
LIBOR + Spread
|
|
LIBOR + Spread
|
|
—
|
|
|
|
|
|
|
Expected Maturity Date
|
|||||||||||||||||||||||
In millions
|
2017
|
2018
|
2019
|
2020
|
2020
|
Thereafter
|
Total
|
Fair Value
|
||||||||||||||||
Notional
(a)
|
$
|
600.0
|
|
$
|
250.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
850.0
|
|
$
|
—
|
|
Average Pay Rate
|
0.92
|
%
|
1.16
|
%
|
—
|
%
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Average Receive Rate
|
1-Month LIBOR
|
|
1-Month LIBOR
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
December 31, 2016
|
|||||
In millions
|
Contract Amount
|
Fair Value
|
||||
FORWARD EXCHANGE AGREEMENTS:
|
|
|
||||
Receive $US/Pay Yen
|
$
|
15.3
|
|
$
|
1.4
|
|
Weighted average contractual exchange rate
|
104.82
|
|
|
|||
Receive $US/Pay Euro
|
$
|
27.9
|
|
$
|
0.9
|
|
Weighted average contractual exchange rate
|
1.10
|
|
|
|||
Receive $US/Pay GBP
|
$
|
12.7
|
|
$
|
0.1
|
|
Weighted average contractual exchange rate
|
1.25
|
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
GRAPHIC PACKAGING HOLDING COMPANY
|
|
Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2016
|
|
|
Year Ended December 31,
|
||||||||
In millions, except per share amounts
|
2016
|
2015
|
2014
|
||||||
Net Sales
|
$
|
4,298.1
|
|
$
|
4,160.2
|
|
$
|
4,240.5
|
|
Cost of Sales
|
3,506.2
|
|
3,371.1
|
|
3,453.3
|
|
|||
Selling, General and Administrative
|
355.7
|
|
347.7
|
|
365.5
|
|
|||
Other Expense (Income), Net
|
3.1
|
|
(7.7
|
)
|
(3.7
|
)
|
|||
Business Combinations and Other Special Charges
|
37.1
|
|
22.0
|
|
197.6
|
|
|||
Income from Operations
|
396.0
|
|
427.1
|
|
227.8
|
|
|||
Interest Expense, Net
|
(76.6
|
)
|
(67.8
|
)
|
(80.7
|
)
|
|||
Loss on Modification or Extinguishment of Debt
|
—
|
|
—
|
|
(14.4
|
)
|
|||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
319.4
|
|
359.3
|
|
132.7
|
|
|||
Income Tax Expense
|
(93.2
|
)
|
(130.4
|
)
|
(45.4
|
)
|
|||
Income before Equity Income of Unconsolidated Entity
|
226.2
|
|
228.9
|
|
87.3
|
|
|||
Equity Income of Unconsolidated Entity
|
1.8
|
|
1.2
|
|
1.7
|
|
|||
Net Income
|
$
|
228.0
|
|
$
|
230.1
|
|
$
|
89.0
|
|
Net Income Attributable to Noncontrolling Interests
|
—
|
|
—
|
|
0.7
|
|
|||
Net Income Attributable Graphic Packaging Holding Company
|
$
|
228.0
|
|
$
|
230.1
|
|
$
|
89.7
|
|
|
|
|
|
||||||
Net Income Per Share Attributable to Graphic Packaging Holding Company — Basic
|
$
|
0.71
|
|
$
|
0.70
|
|
$
|
0.27
|
|
Net Income Per Share Attributable to Graphic Packaging Holding Company — Diluted
|
$
|
0.71
|
|
$
|
0.70
|
|
$
|
0.27
|
|
|
Year Ended December 31,
|
||||||||||
In millions
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
228.0
|
|
|
$
|
230.1
|
|
|
$
|
89.0
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
||||||
Derivative Instruments
|
13.0
|
|
|
(0.7
|
)
|
|
(6.9
|
)
|
|||
Pension and Postretirement Benefit Plans
|
4.0
|
|
|
26.8
|
|
|
(105.2
|
)
|
|||
Currency Translation Adjustment
|
(58.9
|
)
|
|
(37.2
|
)
|
|
(34.0
|
)
|
|||
Total Other Comprehensive Loss, Net of Tax
|
(41.9
|
)
|
|
(11.1
|
)
|
|
(146.1
|
)
|
|||
Total Comprehensive Income (Loss)
|
186.1
|
|
|
219.0
|
|
|
(57.1
|
)
|
|||
Comprehensive Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Comprehensive Income (Loss) Attributable to Graphic Packaging Holding Company
|
$
|
186.1
|
|
|
$
|
219.0
|
|
|
$
|
(56.7
|
)
|
|
December 31,
|
|||||
In millions, except share and per share amounts
|
2016
|
2015
|
||||
ASSETS
|
|
|
||||
Current Assets:
|
|
|
||||
Cash and Cash Equivalents
|
$
|
59.1
|
|
$
|
54.9
|
|
Receivables, Net
|
426.8
|
|
423.9
|
|
||
Inventories, Net
|
582.9
|
|
557.1
|
|
||
Other Current Assets
|
46.1
|
|
30.9
|
|
||
Total Current Assets
|
1,114.9
|
|
1,066.8
|
|
||
Property, Plant and Equipment, Net
|
1,751.9
|
|
1,586.4
|
|
||
Goodwill
|
1,260.3
|
|
1,167.8
|
|
||
Intangible Assets, Net
|
445.3
|
|
386.7
|
|
||
Other Assets
|
31.0
|
|
48.4
|
|
||
Total Assets
|
$
|
4,603.4
|
|
$
|
4,256.1
|
|
|
|
|
||||
LIABILITIES
|
|
|
||||
Current Liabilities:
|
|
|
||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
63.4
|
|
$
|
36.6
|
|
Accounts Payable
|
466.5
|
|
457.9
|
|
||
Compensation and Employee Benefits
|
107.3
|
|
119.7
|
|
||
Interest Payable
|
15.4
|
|
9.2
|
|
||
Other Accrued Liabilities
|
127.2
|
|
108.8
|
|
||
Total Current Liabilities
|
779.8
|
|
732.2
|
|
||
Long-Term Debt
|
2,088.5
|
|
1,838.9
|
|
||
Deferred Income Tax Liabilities
|
408.0
|
|
266.7
|
|
||
Accrued Pension and Postretirement Benefits
|
202.5
|
|
247.3
|
|
||
Other Noncurrent Liabilities
|
68.1
|
|
69.3
|
|
||
|
|
|
||||
Commitments and Contingencies (Note 12)
|
|
|
|
|
||
|
|
|
||||
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; 313,533,785 and 324,688,717 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
3.1
|
|
3.2
|
|
||
Capital in Excess of Par Value
|
1,709.0
|
|
1,771.0
|
|
||
Accumulated Deficit
|
(268.0
|
)
|
(326.8
|
)
|
||
Accumulated Other Comprehensive Loss
|
(387.6
|
)
|
(345.7
|
)
|
||
Total Shareholders' Equity
|
1,056.5
|
|
1,101.7
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
4,603.4
|
|
$
|
4,256.1
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|||||||||||
|
Common Stock
|
Capital in Excess of Par Value
|
|
|
|||||||||||||
In millions, except share amounts
|
Shares
|
Amount
|
Accumulated Deficit
|
Total Equity
|
|||||||||||||
Balances at December 31, 2013
|
324,746,642
|
|
$
|
3.2
|
|
$
|
1,789.9
|
|
$
|
(542.6
|
)
|
$
|
(188.2
|
)
|
$
|
1,062.3
|
|
Net Income
|
—
|
|
—
|
|
—
|
|
89.7
|
|
—
|
|
89.7
|
|
|||||
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|||||||||||
Derivative Instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
(6.9
|
)
|
(6.9
|
)
|
|||||
Pension and Postretirement Benefit Plans
|
—
|
|
—
|
|
—
|
|
—
|
|
(105.5
|
)
|
(105.5
|
)
|
|||||
Currency Translation Adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(34.0
|
)
|
(34.0
|
)
|
|||||
Investment in Subsidiaries
|
—
|
|
—
|
|
1.5
|
|
—
|
|
—
|
|
1.5
|
|
|||||
Recognition of Stock-Based Compensation
|
—
|
|
—
|
|
5.1
|
|
—
|
|
—
|
|
5.1
|
|
|||||
Issuance of Shares for Stock-Based Awards
|
2,297,858
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
|||||
Balances at December 31, 2014
|
327,044,500
|
|
$
|
3.3
|
|
$
|
1,796.5
|
|
$
|
(452.9
|
)
|
$
|
(334.6
|
)
|
$
|
1,012.3
|
|
Net Income
|
—
|
|
—
|
|
—
|
|
230.1
|
|
—
|
|
230.1
|
|
|||||
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|||||||||||
Derivative Instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.7
|
)
|
(0.7
|
)
|
|||||
Pension and Postretirement Benefit Plans
|
—
|
|
—
|
|
—
|
|
—
|
|
26.8
|
|
26.8
|
|
|||||
Currency Translation Adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(37.2
|
)
|
(37.2
|
)
|
|||||
Repurchase of Common Stock
|
(4,625,211
|
)
|
(0.1
|
)
|
(24.4
|
)
|
(38.5
|
)
|
—
|
|
(63.0
|
)
|
|||||
Dividends Declared
|
—
|
|
—
|
|
—
|
|
(65.5
|
)
|
—
|
|
(65.5
|
)
|
|||||
Recognition of Stock-Based Compensation
|
—
|
|
—
|
|
(1.1
|
)
|
—
|
|
—
|
|
(1.1
|
)
|
|||||
Issuance of Shares for Stock-Based Awards
|
2,269,428
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Balances at December 31, 2015
|
324,688,717
|
|
$
|
3.2
|
|
$
|
1,771.0
|
|
$
|
(326.8
|
)
|
$
|
(345.7
|
)
|
$
|
1,101.7
|
|
Net Income
|
—
|
|
—
|
|
—
|
|
228.0
|
|
—
|
|
228.0
|
|
|||||
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|||||||||||
Derivative Instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
13.0
|
|
13.0
|
|
|||||
Pension and Postretirement Benefit Plans
|
—
|
|
—
|
|
—
|
|
—
|
|
4.0
|
|
4.0
|
|
|||||
Currency Translation Adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(58.9
|
)
|
(58.9
|
)
|
|||||
Repurchase of Common Stock
(a)
|
(13,202,425
|
)
|
(0.1
|
)
|
(71.2
|
)
|
(97.5
|
)
|
—
|
|
(168.8
|
)
|
|||||
Dividends Declared
|
—
|
|
—
|
|
—
|
|
(71.7
|
)
|
—
|
|
(71.7
|
)
|
|||||
Recognition of Stock-Based Compensation
|
—
|
|
—
|
|
9.2
|
|
—
|
|
—
|
|
9.2
|
|
|||||
Issuance of Shares for Stock-Based Awards
|
1,659,493
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Balances at December 31, 2016
|
313,145,785
|
|
$
|
3.1
|
|
$
|
1,709.0
|
|
$
|
(268.0
|
)
|
$
|
(387.6
|
)
|
$
|
1,056.5
|
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||||
Net Income
|
$
|
228.0
|
|
$
|
230.1
|
|
$
|
89.0
|
|
|
|
|
|
||||||
Non-cash Items Included in Net Income:
|
|
|
|
||||||
Depreciation and Amortization
|
299.3
|
|
280.5
|
|
270.0
|
|
|||
Write-off of Deferred Debt Issuance Costs on Early Extinguishment of Debt
|
—
|
|
—
|
|
4.6
|
|
|||
Amortization of Deferred Debt Issuance Costs
|
4.8
|
|
4.1
|
|
4.8
|
|
|||
Deferred Income Taxes
|
76.7
|
|
110.0
|
|
33.1
|
|
|||
Amount of Postretirement Expense Less Than Funding
|
(31.3
|
)
|
(39.4
|
)
|
(46.3
|
)
|
|||
Loss on the Sale of Assets, net
|
0.8
|
|
1.9
|
|
173.6
|
|
|||
Asset Write-offs
|
1.0
|
|
0.7
|
|
7.0
|
|
|||
Other, Net
|
23.6
|
|
20.3
|
|
31.0
|
|
|||
Changes in Operating Assets and Liabilities, Net of Acquisitions and Disposition (See Note 3)
|
38.5
|
|
(19.0
|
)
|
(40.2
|
)
|
|||
Net Cash Provided by Operating Activities
|
641.4
|
|
589.2
|
|
526.6
|
|
|||
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||||
Capital Spending
|
(278.6
|
)
|
(228.9
|
)
|
(187.1
|
)
|
|||
Packaging Machinery Spending
|
(16.0
|
)
|
(15.2
|
)
|
(14.3
|
)
|
|||
Proceeds from Government Grant
|
—
|
|
—
|
|
26.9
|
|
|||
Acquisition of Business, Net of Cash Acquired
|
(332.7
|
)
|
(163.2
|
)
|
(173.8
|
)
|
|||
Proceeds Received from Sale of Assets, Net of Selling Costs
|
—
|
|
—
|
|
170.8
|
|
|||
Other, Net
|
(5.2
|
)
|
7.5
|
|
(5.7
|
)
|
|||
Net Cash Used in Investing Activities
|
(632.5
|
)
|
(399.8
|
)
|
(183.2
|
)
|
|||
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||||
Repurchase of Common Stock
|
(164.9
|
)
|
(63.0
|
)
|
—
|
|
|||
Proceeds from Issuance of Debt
|
300.0
|
|
—
|
|
250.0
|
|
|||
Retirement of Long-Term Debt
|
—
|
|
—
|
|
(247.7
|
)
|
|||
Payments on Debt
|
(25.0
|
)
|
(25.0
|
)
|
(214.6
|
)
|
|||
Borrowings under Revolving Credit Facilities
|
1,200.0
|
|
903.0
|
|
1,957.9
|
|
|||
Payments on Revolving Credit Facilities
|
(1,235.8
|
)
|
(953.8
|
)
|
(2,012.2
|
)
|
|||
Debt Issuance Costs and Redemption and Early Tender Premiums
|
(5.3
|
)
|
—
|
|
(16.8
|
)
|
|||
Repurchase of Common Stock related to Share-Based Payments
|
(11.3
|
)
|
(21.5
|
)
|
(14.7
|
)
|
|||
Dividends Paid
|
(64.4
|
)
|
(49.3
|
)
|
—
|
|
|||
Other, Net
|
3.6
|
|
(1.3
|
)
|
(10.7
|
)
|
|||
Net Cash Used In Financing Activities
|
(3.1
|
)
|
(210.9
|
)
|
(308.8
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
(1.6
|
)
|
(5.2
|
)
|
(5.2
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
4.2
|
|
(26.7
|
)
|
29.4
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
54.9
|
|
81.6
|
|
52.2
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
59.1
|
|
$
|
54.9
|
|
$
|
81.6
|
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Total Consideration Received from the Sale of Assets
|
$
|
—
|
|
$
|
—
|
|
$
|
181.0
|
|
Cash Proceeds Received from the Sale of Assets
|
—
|
|
—
|
|
170.8
|
|
|||
Non-cash Consideration Received from the Sale of Assets
|
$
|
—
|
|
$
|
—
|
|
$
|
10.2
|
|
NOTE 1.
|
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Buildings
|
40 years
|
Land improvements
|
15 years
|
Machinery and equipment
|
3 to 40 years
|
Furniture and fixtures
|
10 years
|
Automobiles, trucks and tractors
|
3 to 5 years
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
In millions
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
||||||||||||
Customer Relationships
|
$
|
736.0
|
|
$
|
(321.0
|
)
|
$
|
415.0
|
|
|
$
|
627.2
|
|
$
|
(269.0
|
)
|
$
|
358.2
|
|
Patents, Trademarks, Licenses, and Leases
|
125.1
|
|
(94.8
|
)
|
30.3
|
|
|
119.5
|
|
(91.0
|
)
|
28.5
|
|
||||||
Total
|
$
|
861.1
|
|
$
|
(415.8
|
)
|
$
|
445.3
|
|
|
$
|
746.7
|
|
$
|
(360.0
|
)
|
$
|
386.7
|
|
In millions
|
Paperboard Mills
|
Americas Paperboard Packaging
|
Europe Paperboard Packaging
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
408.5
|
|
$
|
644.1
|
|
$
|
65.5
|
|
$
|
1,118.1
|
|
Acquisition of Businesses
|
—
|
|
55.6
|
|
—
|
|
55.6
|
|
||||
Foreign Currency Effects
|
—
|
|
(1.4
|
)
|
(4.5
|
)
|
(5.9
|
)
|
||||
Balance at December 31, 2015
|
$
|
408.5
|
|
$
|
698.3
|
|
$
|
61.0
|
|
$
|
1,167.8
|
|
Acquisition of Businesses
|
—
|
|
112.9
|
|
—
|
|
112.9
|
|
||||
Foreign Currency Effects
|
—
|
|
(8.4
|
)
|
(12.0
|
)
|
(20.4
|
)
|
||||
Balance at December 31, 2016
|
$
|
408.5
|
|
$
|
802.8
|
|
$
|
49.0
|
|
$
|
1,260.3
|
|
In millions
|
2016
|
2015
|
2014
|
||||||
Net Charges Associated with Business Combinations
|
$
|
21.2
|
|
$
|
14.0
|
|
$
|
12.4
|
|
Other Special Charges
|
15.9
|
|
6.1
|
|
5.1
|
|
|||
Loss on Sale of Assets
|
—
|
|
1.9
|
|
180.1
|
|
|||
Total
|
$
|
37.1
|
|
$
|
22.0
|
|
$
|
197.6
|
|
2016
|
||||||
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
February 25, 2016
|
|
March 15, 2016
|
|
April 5, 2016
|
|
$0.05
|
May 25, 2016
|
|
June 15, 2016
|
|
July 5, 2016
|
|
$0.05
|
July 29, 2016
|
|
September 15, 2016
|
|
October 5, 2016
|
|
$0.05
|
October 24, 2016
|
|
December 15, 2016
|
|
January 5, 2017
|
|
$0.075
|
2015
|
||||||
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
February 4, 2015
|
|
March 15, 2015
|
|
April 5, 2015
|
|
$0.05
|
May 20, 2015
|
|
June 15, 2015
|
|
July 5, 2015
|
|
$0.05
|
July 30, 2015
|
|
September 15, 2015
|
|
October 5, 2015
|
|
$0.05
|
November 19, 2015
|
|
December 15, 2015
|
|
January 5, 2016
|
|
$0.05
|
NOTE 2.
|
SUPPLEMENTAL BALANCE SHEET DATA
|
In millions
|
2016
|
2015
|
||||
Trade
|
$
|
370.0
|
|
$
|
344.3
|
|
Less: Allowance
|
(6.7
|
)
|
(7.5
|
)
|
||
|
363.3
|
|
336.8
|
|
||
Other
(1)
|
63.5
|
|
87.1
|
|
||
Total
|
$
|
426.8
|
|
$
|
423.9
|
|
In millions
|
2016
|
2015
|
||||
Finished Goods
|
$
|
238.3
|
|
$
|
265.5
|
|
Work in Progress
|
73.5
|
|
50.4
|
|
||
Raw Materials
|
187.2
|
|
163.0
|
|
||
Supplies
|
83.9
|
|
78.2
|
|
||
Total
|
$
|
582.9
|
|
$
|
557.1
|
|
In millions
|
2016
|
2015
|
||||
Prepaid Assets
|
$
|
34.1
|
|
$
|
30.5
|
|
Assets Held for Sale
|
5.0
|
|
—
|
|
||
Fair Value of Derivatives, current portion
|
7.0
|
|
0.4
|
|
||
Total
|
$
|
46.1
|
|
$
|
30.9
|
|
In millions
|
2016
|
2015
|
||||
Property, Plant and Equipment, at Cost:
|
|
|
||||
Land and Improvements
|
$
|
105.9
|
|
$
|
101.9
|
|
Buildings
|
404.1
|
|
379.7
|
|
||
Machinery and Equipment
(2)
|
4,137.0
|
|
3,844.3
|
|
||
Construction-in-Progress
|
106.4
|
|
156.4
|
|
||
|
4,753.4
|
|
4,482.3
|
|
||
Less: Accumulated Depreciation
(2)
|
(3,001.5
|
)
|
(2,895.9
|
)
|
||
Total
|
$
|
1,751.9
|
|
$
|
1,586.4
|
|
In millions
|
2016
|
2015
|
||||
Deferred Debt Issuance Costs, Net of Amortization of $9.3 million and $7.7 million for 2016 and 2015, respectively
|
$
|
4.5
|
|
$
|
6.1
|
|
Deferred Income Tax Assets
|
3.2
|
|
3.6
|
|
||
Pension Assets
|
3.0
|
|
10.4
|
|
||
Long-term Receivables
|
—
|
|
9.4
|
|
||
Fair Value of Derivatives, noncurrent portion
|
0.7
|
|
—
|
|
||
Other
|
19.6
|
|
18.9
|
|
||
Total
|
$
|
31.0
|
|
$
|
48.4
|
|
In millions
|
2016
|
2015
|
||||
Dividends Payable
|
$
|
23.6
|
|
$
|
16.3
|
|
Deferred Revenue
|
11.4
|
|
19.5
|
|
||
Accrued Customer Rebates
|
8.0
|
|
6.6
|
|
||
Fair Value of Derivatives, current portion
|
0.8
|
|
14.2
|
|
||
Other
|
83.4
|
|
52.2
|
|
||
Total
|
$
|
127.2
|
|
$
|
108.8
|
|
In millions
|
2016
|
2015
|
||||
Deferred Revenue
|
$
|
6.7
|
|
$
|
6.1
|
|
Multi-employer Plans
|
30.4
|
|
30.5
|
|
||
Workers Compensation Reserve
|
10.7
|
|
11.6
|
|
||
Other
|
20.3
|
|
21.1
|
|
||
Total
|
$
|
68.1
|
|
$
|
69.3
|
|
NOTE 3.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
In millions
|
2016
|
2015
|
2014
|
||||||
Receivables, Net
|
$
|
25.5
|
|
$
|
(1.5
|
)
|
$
|
(25.5
|
)
|
Inventories, Net
|
10.5
|
|
(19.7
|
)
|
(50.4
|
)
|
|||
Prepaid Expenses
|
(1.2
|
)
|
0.1
|
|
4.8
|
|
|||
Other Assets
|
8.5
|
|
(12.4
|
)
|
9.2
|
|
|||
Accounts Payable
|
4.3
|
|
12.7
|
|
13.3
|
|
|||
Compensation and Employee Benefits
|
(21.7
|
)
|
(1.9
|
)
|
9.6
|
|
|||
Income Taxes
|
1.7
|
|
0.9
|
|
9.0
|
|
|||
Interest Payable
|
5.0
|
|
(1.1
|
)
|
(7.4
|
)
|
|||
Other Accrued Liabilities
|
12.8
|
|
(3.9
|
)
|
(6.3
|
)
|
|||
Other Noncurrent Liabilities
|
(6.9
|
)
|
7.8
|
|
3.5
|
|
|||
Total
|
$
|
38.5
|
|
$
|
(19.0
|
)
|
$
|
(40.2
|
)
|
In millions
|
2016
|
2015
|
2014
|
||||||
Interest
|
$
|
64.9
|
|
$
|
60.9
|
|
$
|
79.1
|
|
Income Taxes
|
$
|
14.5
|
|
$
|
11.2
|
|
$
|
12.2
|
|
NOTE 4.
|
ACQUISITIONS
|
In millions
|
Amounts Recognized as of Acquisition Date
|
Measurement Period Adjustments
|
Amounts Recognized as of Acquisition Dates (as adjusted)
|
||||||
Purchase Price
|
$
|
337.4
|
|
$
|
6.7
|
|
$
|
344.1
|
|
Assumed Debt
|
31.1
|
|
—
|
|
31.1
|
|
|||
Total Purchase Consideration
|
$
|
368.5
|
|
$
|
6.7
|
|
$
|
375.2
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
$
|
11.4
|
|
$
|
—
|
|
$
|
11.4
|
|
Receivables, Net
|
39.1
|
|
—
|
|
39.1
|
|
|||
Inventories, Net
|
44.7
|
|
3.3
|
|
48.0
|
|
|||
Other Current Assets
|
2.8
|
|
(0.3
|
)
|
2.5
|
|
|||
Property, Plant and Equipment, Net
|
106.8
|
|
28.6
|
|
135.4
|
|
|||
Intangible Assets, Net
(a)
|
—
|
|
124.6
|
|
124.6
|
|
|||
Other Assets
|
9.6
|
|
—
|
|
9.6
|
|
|||
Total Assets Acquired
|
214.4
|
|
156.2
|
|
370.6
|
|
|||
Current Liabilities
|
50.2
|
|
(1.4
|
)
|
48.8
|
|
|||
Deferred Tax Liabilities
|
9.0
|
|
49.0
|
|
58.0
|
|
|||
Other Noncurrent Liabilities
|
—
|
|
1.5
|
|
1.5
|
|
|||
Total Liabilities Assumed
|
59.2
|
|
49.1
|
|
108.3
|
|
|||
Net Assets Acquired
|
155.2
|
|
107.1
|
|
262.3
|
|
|||
Goodwill
|
213.3
|
|
(100.4
|
)
|
112.9
|
|
|||
Total Estimated Fair Value of Net Assets Acquired
|
$
|
368.5
|
|
$
|
6.7
|
|
$
|
375.2
|
|
NOTE 5.
|
DEBT
|
In millions
|
2016
|
2015
|
||||
Short Term Borrowings
|
$
|
37.1
|
|
$
|
10.8
|
|
Current Portion of Capital Lease Obligations
|
1.3
|
|
0.8
|
|
||
Current Portion of Long-Term Debt
|
25.0
|
|
25.0
|
|
||
Total
|
$
|
63.4
|
|
$
|
36.6
|
|
In millions
|
2016
|
2015
|
||||
Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.20%, payable in 2024
|
$
|
300.0
|
|
$
|
—
|
|
Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.94%, payable in 2022
|
250.0
|
|
250.0
|
|
||
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.79%, payable in 2021
|
425.0
|
|
425.0
|
|
||
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (2.2% at December 31, 2016) payable through 2019
|
950.0
|
|
975.0
|
|
||
Senior Secured Revolving Credit Facilities with interest payable at floating rates (2.1% at December 31, 2016) payable in 2019
|
184.8
|
|
224.8
|
|
||
Capital Lease Obligations
|
17.9
|
|
1.8
|
|
||
Other
|
3.0
|
|
1.8
|
|
||
Total Long-Term Debt
|
2,130.7
|
|
1,878.4
|
|
||
Less: Current Portion
|
26.3
|
|
25.8
|
|
||
|
2,104.4
|
|
1,852.6
|
|
||
Less: Unamortized Deferred Debt Issuance Costs
|
15.9
|
|
13.7
|
|
||
Total
|
$
|
2,088.5
|
|
$
|
1,838.9
|
|
In millions
|
|||
2017
|
$
|
25.0
|
|
2018
|
51.0
|
|
|
2019
|
1,060.5
|
|
|
2020
|
0.6
|
|
|
2021
|
425.4
|
|
|
After 2021
|
550.3
|
|
|
Total
|
$
|
2,112.8
|
|
Date
|
Document
(a)
|
Provision
|
Expiration
|
Accounting
|
March 2012
|
Amended and Restated Credit Agreement
|
•$1.0 billion revolving credit facility •$1.0 billion amortizing term loan facility •LIBOR plus variable spread(between 175 basis points and 275 basis points) depending on consolidated total leverage ratio
|
March 2017
|
•Charge of $8.9 million recorded in Loss on Modification or Extinguishment of Debt
|
December 2012
|
Amendment No. 1 to Credit Agreement
|
•$300 million incremental term loan
|
March 2017
|
•Charge of $2.1 million recorded in Loss on Modification or Extinguishment of Debt
•Deferred fees of $3.1 million will be amortized
|
September 2013
|
Amendment No. 2 to Credit Agreement
|
•Added €75 million (approximately $100 million) revolving credit facility for borrowings in Euro and Pound Sterling and a ¥2.5 billion (approximately $25 million) revolving credit facility for borrowings in Yen. LIBOR plus variable spread (between 150 basis points and 250 basis points) depending on consolidated total leverage ratio
|
September 2018
|
•Charge of $1.2 million recorded in Loss on Modification or Extinguishment of Debt
•Deferred fees of $2.2 million will be amortized
|
June 2014
|
Amendment No. 3 to Credit Agreement
|
•Increased revolving credit facility under which borrowings can be made in Euros or Sterling by €63 million (approximately $86 million)
|
September 2018
|
•Deferred Fees of $0.2 million will be amortized
|
October 2014
|
Second Amended and Restated Credit Agreement
|
•Increased the domestic revolving credit facility by $250 million and reduced the term loan by approximately $169 million. LIBOR plus variable spread (between 125 basis points and 225 basis points) depending on consolidated total leverage ratio
|
October 2019
|
•Charge of $2.3 million recorded in Loss on Modification or Extinguishment of Debt
•Deferred fees of $2.4 million will be amortized
|
In millions
|
Total Commitments
|
Total Outstanding
|
Total Available
|
||||||
Senior Secured Domestic Revolving Credit Facility
(a)
|
$
|
1,250.0
|
|
$
|
142.0
|
|
$
|
1,085.7
|
|
Senior Secured International Revolving Credit Facility
|
167.0
|
|
42.8
|
|
124.2
|
|
|||
Other International Facilities
|
52.6
|
|
40.1
|
|
12.5
|
|
|||
Total
|
$
|
1,469.6
|
|
$
|
224.9
|
|
$
|
1,222.4
|
|
NOTE 6.
|
STOCK INCENTIVE PLANS
|
|
2016
|
2015
|
2014
|
||||||
RSUs — Employees
|
1,891,335
|
|
1,751,823
|
|
2,153,885
|
|
|||
Weighted-average grant date fair value
|
$
|
11.20
|
|
$
|
13.28
|
|
$
|
10.22
|
|
Stock Awards — Board of Directors
|
59,880
|
|
54,120
|
|
77,139
|
|
|||
Weighted-average grant date fair value
|
$
|
13.36
|
|
$
|
14.78
|
|
$
|
10.50
|
|
|
Shares
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding — December 31, 2013
|
9,836,133
|
|
$
|
5.86
|
|
Granted
|
2,153,885
|
|
10.22
|
|
|
Released
|
(3,619,979
|
)
|
5.18
|
|
|
Forfeited
|
(756,341
|
)
|
7.45
|
|
|
Outstanding — December 31, 2014
|
7,613,698
|
|
$
|
7.20
|
|
Granted
|
1,751,823
|
|
13.28
|
|
|
Released
|
(3,657,373
|
)
|
5.45
|
|
|
Forfeited
|
(268,560
|
)
|
9.32
|
|
|
Outstanding — December 31, 2015
|
5,439,588
|
|
$
|
10.22
|
|
Granted
|
1,891,335
|
|
11.20
|
|
|
Released
|
(2,596,292
|
)
|
7.29
|
|
|
Forfeited
|
(66,956
|
)
|
12.74
|
|
|
Outstanding — December 31, 2016
|
4,667,675
|
|
$
|
12.21
|
|
NOTE 7.
|
PENSIONS AND OTHER POSTRETIREMENT BENEFITS
|
|
Pension Benefits
|
Postretirement Benefits
|
||||||||||||||||
|
Year Ended December 31,
|
|||||||||||||||||
In millions
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
||||||||||||
Components of Net Periodic Cost:
|
|
|
|
|
|
|
||||||||||||
Service Cost
|
$
|
10.0
|
|
$
|
12.8
|
|
$
|
12.6
|
|
$
|
0.8
|
|
$
|
1.0
|
|
$
|
1.2
|
|
Interest Cost
|
43.8
|
|
54.8
|
|
57.9
|
|
1.3
|
|
1.7
|
|
2.2
|
|
||||||
Expected Return on Plan Assets
|
(61.3
|
)
|
(74.4
|
)
|
(79.8
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Amortization:
|
|
|
|
|
|
|
||||||||||||
Prior Service Cost (Credit)
|
0.8
|
|
0.7
|
|
0.7
|
|
(0.2
|
)
|
(0.3
|
)
|
(0.3
|
)
|
||||||
Actuarial Loss (Gain)
|
27.3
|
|
19.7
|
|
13.2
|
|
(2.1
|
)
|
(1.6
|
)
|
(1.0
|
)
|
||||||
Net Curtailment/Settlement Loss
|
1.0
|
|
1.5
|
|
0.8
|
|
—
|
|
—
|
|
—
|
|
||||||
Other
|
0.8
|
|
0.9
|
|
0.6
|
|
—
|
|
—
|
|
—
|
|
||||||
Net Periodic Cost
|
$
|
22.4
|
|
$
|
16.0
|
|
$
|
6.0
|
|
$
|
(0.2
|
)
|
$
|
0.8
|
|
$
|
2.1
|
|
|
Pension Benefits
|
Postretirement Benefits
|
||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
||||||
Weighted Average Assumptions:
|
|
|
|
|
|
|
||||||
Discount Rate
|
4.41
|
%
|
4.02
|
%
|
4.86
|
%
|
4.29
|
%
|
3.95
|
%
|
4.74
|
%
|
Rate of Increase in Future Compensation Levels
|
1.49
|
%
|
1.45
|
%
|
1.88
|
%
|
—
|
|
—
|
|
—
|
|
Expected Long-Term Rate of Return on Plan Assets
|
5.90
|
%
|
6.81
|
%
|
7.69
|
%
|
—
|
|
—
|
|
—
|
|
Initial Health Care Cost Trend Rate
|
—
|
|
—
|
|
—
|
|
7.80
|
%
|
7.38
|
%
|
7.50
|
%
|
Ultimate Health Care Cost Trend Rate
|
—
|
|
—
|
|
—
|
|
4.50
|
%
|
4.96
|
%
|
4.77
|
%
|
Ultimate Year
|
—
|
|
—
|
|
—
|
|
2024
|
|
2036
|
|
2027
|
|
|
Pension Benefits
|
Postretirement Benefits
|
||||||||||
In millions
|
2016
|
2015
|
2016
|
2015
|
||||||||
Change in Benefit Obligation:
|
|
|
|
|
||||||||
Benefit Obligation at Beginning of Year
|
$
|
1,239.0
|
|
$
|
1,366.7
|
|
$
|
40.8
|
|
$
|
43.6
|
|
Service Cost
|
10.0
|
|
12.8
|
|
0.8
|
|
1.0
|
|
||||
Interest Cost
|
43.8
|
|
54.8
|
|
1.3
|
|
1.7
|
|
||||
Actuarial Loss (Gain)
|
79.3
|
|
(84.3
|
)
|
(0.7
|
)
|
(5.4
|
)
|
||||
Foreign Currency Exchange
|
(36.0
|
)
|
(16.9
|
)
|
0.1
|
|
(0.2
|
)
|
||||
Settlement/Curtailment (Gain)
|
(0.9
|
)
|
(0.4
|
)
|
0.3
|
|
—
|
|
||||
Settlements
|
(2.9
|
)
|
(61.1
|
)
|
—
|
|
—
|
|
||||
Benefits Paid
|
(58.4
|
)
|
(55.9
|
)
|
(2.1
|
)
|
(2.8
|
)
|
||||
Acquisition
|
4.1
|
|
22.4
|
|
—
|
|
2.9
|
|
||||
Other
|
1.0
|
|
0.9
|
|
0.1
|
|
—
|
|
||||
Benefit Obligation at End of Year
|
$
|
1,279.0
|
|
$
|
1,239.0
|
|
$
|
40.6
|
|
$
|
40.8
|
|
|
|
|
|
|
||||||||
Change in Plan Assets:
|
|
|
|
|
||||||||
Fair Value of Plan Assets at Beginning of Year
|
$
|
1,038.9
|
|
$
|
1,092.8
|
|
$
|
—
|
|
$
|
—
|
|
Actual Return on Plan Assets
|
116.3
|
|
3.0
|
|
—
|
|
—
|
|
||||
Employer Contributions
|
51.4
|
|
53.4
|
|
2.1
|
|
2.8
|
|
||||
Foreign Currency Exchange
|
(34.6
|
)
|
(15.2
|
)
|
—
|
|
—
|
|
||||
Benefits Paid
|
(58.4
|
)
|
(55.9
|
)
|
(2.1
|
)
|
(2.8
|
)
|
||||
Acquisition
|
4.8
|
|
21.7
|
|
—
|
|
—
|
|
||||
Settlements
|
(2.9
|
)
|
(61.1
|
)
|
—
|
|
—
|
|
||||
Other
|
0.1
|
|
0.2
|
|
—
|
|
—
|
|
||||
Fair Value of Plan Assets at End of Year
|
$
|
1,115.6
|
|
$
|
1,038.9
|
|
$
|
—
|
|
$
|
—
|
|
Plan Assets Less than Projected Benefit Obligation
|
$
|
(163.4
|
)
|
$
|
(200.1
|
)
|
$
|
(40.6
|
)
|
$
|
(40.8
|
)
|
|
|
|
|
|
||||||||
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
||||||||
Pension Assets
|
$
|
3.0
|
|
$
|
10.4
|
|
$
|
—
|
|
$
|
—
|
|
Accrued Pension and Postretirement Benefits Liability — Current
|
$
|
(1.7
|
)
|
$
|
(1.2
|
)
|
$
|
(2.8
|
)
|
$
|
(2.8
|
)
|
Accrued Pension and Postretirement Benefits Liability — Noncurrent
|
$
|
(164.7
|
)
|
$
|
(209.3
|
)
|
$
|
(37.8
|
)
|
$
|
(38.0
|
)
|
Accumulated Other Comprehensive Income:
|
|
|
|
|
||||||||
Net Actuarial Loss (Gain)
|
$
|
277.8
|
|
$
|
286.6
|
|
$
|
(18.7
|
)
|
$
|
(20.1
|
)
|
Prior Service Cost (Credit)
|
$
|
1.3
|
|
$
|
2.3
|
|
$
|
(1.1
|
)
|
$
|
(1.6
|
)
|
Weighted Average Calculations:
|
|
|
|
|
||||||||
Discount Rate
|
4.01
|
%
|
4.41
|
%
|
4.10
|
%
|
4.29
|
%
|
||||
Rates of Increase in Future Compensation Levels
|
1.45
|
%
|
1.49
|
%
|
—
|
|
—
|
|
||||
Initial Health Care Cost Trend Rate
|
—
|
|
—
|
|
7.45
|
%
|
7.80
|
%
|
||||
Ultimate Health Care Cost Trend Rate
|
—
|
|
—
|
|
4.50
|
%
|
4.50
|
%
|
||||
Ultimate Year
|
—
|
|
—
|
|
2024
|
|
2024
|
|
|
Target
|
2016
|
2015
|
|||
Cash
|
—
|
%
|
1.3
|
%
|
1.1
|
%
|
Equity Securities
|
46.6
|
|
40.0
|
|
51.7
|
|
Fixed Income Securities
|
53.4
|
|
53.9
|
|
41.6
|
|
Other Investments
|
—
|
|
4.8
|
|
5.6
|
|
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|
Fair Value Measurements at December 31, 2016
|
|||||||||||
In millions
|
Total
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Observable Inputs (Level 2)
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Asset Category:
|
|
|
|
|
||||||||
Cash
(a)
|
$
|
14.5
|
|
$
|
0.3
|
|
$
|
14.2
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
||||||||
Domestic
(a)
|
340.2
|
|
68.7
|
|
271.5
|
|
—
|
|
||||
Foreign
(a)
|
107.0
|
|
55.5
|
|
51.5
|
|
—
|
|
||||
Fixed Income Securities
(a)
|
600.8
|
|
194.6
|
|
406.2
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
||||||||
Real estate
(a)
|
14.8
|
|
14.8
|
|
—
|
|
—
|
|
||||
Diversified growth fund
(b)
|
38.3
|
|
—
|
|
38.3
|
|
—
|
|
||||
Total
|
$
|
1,115.6
|
|
$
|
333.9
|
|
$
|
781.7
|
|
$
|
—
|
|
|
Fair Value Measurements at December 31, 2015
|
|||||||||||
In millions
|
Total
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Observable Inputs (Level 2)
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Asset Category:
|
|
|
|
|
||||||||
Cash
(a)
|
$
|
11.4
|
|
$
|
5.0
|
|
$
|
6.4
|
|
$
|
—
|
|
Equity Securities:
|
|
|
|
|
||||||||
Domestic
(a)
|
397.1
|
|
79.8
|
|
317.3
|
|
—
|
|
||||
Foreign
(a)
|
140.1
|
|
63.5
|
|
76.6
|
|
—
|
|
||||
Fixed Income Securities
(a)
|
431.8
|
|
172.9
|
|
258.9
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
||||||||
Real estate
(a)
|
22.6
|
|
22.6
|
|
—
|
|
—
|
|
||||
Diversified growth fund
(b)
|
35.9
|
|
—
|
|
—
|
|
35.9
|
|
||||
Total
|
$
|
1,038.9
|
|
$
|
343.8
|
|
$
|
659.2
|
|
$
|
35.9
|
|
|
|
|||||
In millions
|
2016
|
2015
|
||||
Balance Beginning of Period
|
$
|
35.9
|
|
$
|
—
|
|
Transfers (Out) In
|
(35.9
|
)
|
35.8
|
|
||
Return on Assets Held at December 31
|
—
|
|
0.1
|
|
||
Balance at December 31,
|
$
|
—
|
|
$
|
35.9
|
|
|
One Percentage Point
|
|||||
In millions
|
Increase
|
Decrease
|
||||
Health Care Cost Trend Rate Sensitivity:
|
|
|
||||
Effect on Total Interest and Service Cost Components
|
$
|
0.2
|
|
$
|
(0.2
|
)
|
Effect on Year-End Postretirement Benefit Obligation
|
$
|
1.8
|
|
$
|
(1.6
|
)
|
In millions
|
Pension Plans
|
Postretirement Health Care Benefits
|
||||
2017
|
$
|
64.7
|
|
$
|
2.8
|
|
2018
|
67.4
|
|
3.0
|
|
||
2019
|
69.6
|
|
3.1
|
|
||
2020
|
72.0
|
|
3.4
|
|
||
2021
|
74.2
|
|
3.3
|
|
||
2022— 2026
|
394.6
|
|
15.8
|
|
In millions
|
Pension Benefits
|
Postretirement Health Care Benefits
|
||||
Recognition of Prior Service Cost
|
$
|
0.5
|
|
$
|
(0.3
|
)
|
Recognition of Actuarial Loss (Gain)
|
6.8
|
|
(2.1
|
)
|
a.
|
Assets contributed to the multi-employers plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligation of the plan may be borne by the remaining participating employers.
|
c.
|
If a company chooses to stop participating in a multi-employer plan, a company may be required to pay that plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
|
|
|
Pension Protection Act Zone Status
|
|
Company Contributions
(in millions)
|
|
|
|||||||||
Multi-employer Pension Fund
|
EIN/Pension Plan Number
|
2016
|
2015
|
FIP/RP Status Implemented
|
2016
|
2015
|
2014
|
Surcharged Imposed
|
Expiration Date of Bargaining Agreement
|
||||||
Central States Southeast and Southwest Areas Pension Fund
|
36-6044243/001
|
Red
|
Red
|
Yes
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
0.1
|
|
Yes
|
7/31/2018
|
PIUMPF
(1)(2)
|
11-6166763/001
|
Red
|
Red
|
Yes
|
0.1
|
|
—
|
|
0.3
|
|
Yes
|
6/16/2018
|
|||
Western Conference of Teamsters Pension Trust - Northwest Area
(3)
|
91-6145047/001
|
Green
|
Green
|
No
|
—
|
|
0.1
|
|
0.1
|
|
No
|
4/30/2017
|
|||
Graphic Communications Conference of International Brotherhood of Teamster Pension Fund
(2)
|
52-6118568/001
|
Red
|
Red
|
Yes
|
0.2
|
|
—
|
|
—
|
|
Yes
|
4/30/2016
|
|||
Total
|
|
|
|
|
$
|
0.4
|
|
$
|
0.2
|
|
$
|
0.5
|
|
|
|
NOTE 8.
|
INCOME TAXES
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
U.S.
|
$
|
290.0
|
|
$
|
307.6
|
|
$
|
128.0
|
|
International
|
29.4
|
|
51.7
|
|
4.7
|
|
|||
Income before Income Taxes and Equity Income of Unconsolidated Entities
|
$
|
319.4
|
|
$
|
359.3
|
|
$
|
132.7
|
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Current (Expense) Benefit:
|
|
|
|
||||||
U.S.
|
$
|
(5.1
|
)
|
$
|
(7.9
|
)
|
$
|
(7.5
|
)
|
International
|
(11.4
|
)
|
(12.5
|
)
|
(4.8
|
)
|
|||
Total Current
|
$
|
(16.5
|
)
|
$
|
(20.4
|
)
|
$
|
(12.3
|
)
|
|
|
|
|
||||||
Deferred (Expense) Benefit:
|
|
|
|
||||||
U.S.
|
(78.8
|
)
|
(110.6
|
)
|
(35.0
|
)
|
|||
International
|
2.1
|
|
0.6
|
|
1.9
|
|
|||
Total Deferred
|
$
|
(76.7
|
)
|
$
|
(110.0
|
)
|
$
|
(33.1
|
)
|
Income Tax (Expense)
|
$
|
(93.2
|
)
|
$
|
(130.4
|
)
|
$
|
(45.4
|
)
|
|
Year Ended December 31,
|
||||||||||||||
In millions
|
2016
|
Percent
|
2015
|
Percent
|
2014
|
Percent
|
|||||||||
Income Tax Expense at U.S. Statutory Rate
|
$
|
(111.8
|
)
|
35.0
|
%
|
$
|
(125.8
|
)
|
35.0
|
%
|
$
|
(46.4
|
)
|
35.0
|
%
|
U.S. State and Local Tax (Expense) Benefit
|
(10.0
|
)
|
3.2
|
|
(11.4
|
)
|
3.2
|
|
(5.9
|
)
|
4.4
|
|
|||
IRS Agreement
|
22.8
|
|
(7.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Goodwill Related to Dispositions
|
—
|
|
—
|
|
—
|
|
—
|
|
(8.6
|
)
|
6.5
|
|
|||
Permanent Items
|
(1.3
|
)
|
0.5
|
|
1.7
|
|
(0.5
|
)
|
(4.7
|
)
|
3.5
|
|
|||
Change in Valuation Allowance
|
0.5
|
|
(0.2
|
)
|
1.8
|
|
(0.5
|
)
|
(5.1
|
)
|
3.9
|
|
|||
International Tax Rate Differences
|
1.8
|
|
(0.6
|
)
|
2.4
|
|
(0.7
|
)
|
3.5
|
|
(2.6
|
)
|
|||
Foreign Withholding Tax
|
(0.2
|
)
|
0.1
|
|
(0.2
|
)
|
0.1
|
|
(0.1
|
)
|
—
|
|
|||
Change in Tax Rates
|
0.2
|
|
(0.1
|
)
|
1.0
|
|
(0.3
|
)
|
4.5
|
|
(3.4
|
)
|
|||
U.S. Federal & State Research Credits
|
3.5
|
|
(1.1
|
)
|
5.5
|
|
(1.5
|
)
|
20.1
|
|
(15.1
|
)
|
|||
Uncertain Tax Positions
|
1.2
|
|
(0.4
|
)
|
(3.7
|
)
|
1.0
|
|
(4.5
|
)
|
3.4
|
|
|||
Other
|
0.1
|
|
—
|
|
(1.7
|
)
|
0.5
|
|
1.8
|
|
(1.4
|
)
|
|||
Income Tax Expense
|
$
|
(93.2
|
)
|
29.2
|
%
|
$
|
(130.4
|
)
|
36.3
|
%
|
$
|
(45.4
|
)
|
34.2
|
%
|
In millions
|
2016
|
2015
|
||||
Deferred Income Tax Assets:
|
|
|
||||
Compensation Based Accruals
|
$
|
20.1
|
|
$
|
26.5
|
|
Net Operating Loss Carryforwards
|
165.3
|
|
211.5
|
|
||
Postretirement Benefits
|
88.0
|
|
103.2
|
|
||
Tax Credits
|
35.3
|
|
32.6
|
|
||
Other
|
55.4
|
|
63.4
|
|
||
Valuation Allowance
|
(45.5
|
)
|
(44.8
|
)
|
||
Total Deferred Income Tax Assets
|
$
|
318.6
|
|
$
|
392.4
|
|
Deferred Income Tax Liabilities:
|
|
|
||||
Property, Plant and Equipment
|
(334.6
|
)
|
(286.1
|
)
|
||
Goodwill
|
(284.5
|
)
|
(279.0
|
)
|
||
Other Intangibles
|
(99.6
|
)
|
(86.8
|
)
|
||
Other
|
(4.7
|
)
|
(3.6
|
)
|
||
Net Noncurrent Deferred Income Tax Liabilities
|
$
|
(723.4
|
)
|
$
|
(655.5
|
)
|
Net Deferred Income Tax (Liability) Asset
|
$
|
(404.8
|
)
|
$
|
(263.1
|
)
|
|
December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Balance Beginning of Period
|
$
|
44.8
|
|
$
|
53.6
|
|
$
|
52.1
|
|
Charges
|
1.2
|
|
—
|
|
5.1
|
|
|||
Deductions
|
(0.5
|
)
|
(8.8
|
)
|
(3.6
|
)
|
|||
Balance at End of Period
|
$
|
45.5
|
|
$
|
44.8
|
|
$
|
53.6
|
|
In millions
|
2016
|
2015
|
||||
Balance at January 1,
|
$
|
9.1
|
|
$
|
5.2
|
|
Additions for Tax Positions of Current Year
|
1.5
|
|
0.8
|
|
||
Additions for Tax Positions of Prior Years
|
1.1
|
|
3.2
|
|
||
Reductions for Tax Positions of Prior Years
|
(1.6
|
)
|
(0.1
|
)
|
||
Balance at December 31,
|
$
|
10.1
|
|
$
|
9.1
|
|
NOTE 9.
|
FINANCIAL INSTRUMENTS, DERIVATIVES AND HEDGING ACTIVITIES
|
Start
|
End
|
(In Millions)
Notional Amount |
Weighted Average Interest Rate
|
04/01/2016
|
02/01/2017
|
$450.0
|
1.00%
|
02/01/2017
|
12/01/2017
|
$450.0
|
0.89%
|
12/01/2017
|
10/01/2018
|
$250.0
|
1.16%
|
NOTE 10.
|
FAIR VALUE MEASUREMENT
|
|
Amount of Loss (Gain) Recognized in Accumulated Other Comprehensive Loss
|
|
Location in Statement of Operations (Effective Portion)
|
Amount of Loss (Gain) Recognized in Statement of Operations (Effective Portion)
|
|
Location in Statement of Operations (Ineffective Portion)
|
Location in Statement of Operations (Ineffective Portion)
|
|||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|||||||||||||||||
In millions
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
||||||||||||||
Commodity Contracts
|
$
|
(5.0
|
)
|
$
|
13.2
|
|
|
Cost of Sales
|
$
|
12.5
|
|
$
|
13.8
|
|
|
Cost of Sales
|
$
|
(0.1
|
)
|
$
|
(0.4
|
)
|
Foreign Currency Contracts
|
(1.4
|
)
|
(2.5
|
)
|
|
Other Income, Net
|
0.5
|
|
(5.3
|
)
|
|
Other Income, Net
|
—
|
|
—
|
|
||||||
Interest Rate Swap Agreements
|
0.4
|
|
2.0
|
|
|
Interest Expense, Net
|
2.0
|
|
3.2
|
|
|
Interest Expense, Net
|
—
|
|
—
|
|
||||||
Total
|
$
|
(6.0
|
)
|
$
|
12.7
|
|
|
|
$
|
15.0
|
|
$
|
11.7
|
|
|
|
$
|
(0.1
|
)
|
$
|
(0.4
|
)
|
In millions
|
|
2016
|
2015
|
||||
Foreign Currency Contracts
|
Other Expense (Income), Net
|
$
|
3.3
|
|
$
|
(2.1
|
)
|
In millions
|
2016
|
2015
|
2014
|
||||||
Balance at January 1
|
$
|
(13.5
|
)
|
$
|
(12.5
|
)
|
$
|
(1.3
|
)
|
Reclassification to earnings
|
15.0
|
|
11.7
|
|
0.8
|
|
|||
Current period change in fair value
|
6.0
|
|
(12.7
|
)
|
(12.0
|
)
|
|||
Balance at December 31
|
$
|
7.5
|
|
$
|
(13.5
|
)
|
$
|
(12.5
|
)
|
NOTE 11.
|
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||
In millions
|
Pretax Amount
|
Tax Effect
|
Net Amount
|
|
Pretax Amount
|
Tax Effect
|
Net Amount
|
|
Pretax Amount
|
Tax Effect
|
Net Amount
|
||||||||||||||||||
Derivative Instruments Gain (Loss)
|
$
|
21.0
|
|
$
|
(8.0
|
)
|
$
|
13.0
|
|
|
$
|
(1.0
|
)
|
$
|
0.3
|
|
$
|
(0.7
|
)
|
|
$
|
(11.2
|
)
|
$
|
4.3
|
|
$
|
(6.9
|
)
|
Pension and Postretirement Benefit Plans
|
7.9
|
|
(3.9
|
)
|
4.0
|
|
|
40.0
|
|
(13.2
|
)
|
26.8
|
|
|
(165.8
|
)
|
60.3
|
|
(105.5
|
)
|
|||||||||
Currency Translation Adjustment
|
(58.9
|
)
|
—
|
|
(58.9
|
)
|
|
(37.2
|
)
|
—
|
|
(37.2
|
)
|
|
(34.7
|
)
|
0.7
|
|
(34.0
|
)
|
|||||||||
Other Comprehensive (Loss) Income
|
$
|
(30.0
|
)
|
$
|
(11.9
|
)
|
$
|
(41.9
|
)
|
|
$
|
1.8
|
|
$
|
(12.9
|
)
|
$
|
(11.1
|
)
|
|
$
|
(211.7
|
)
|
$
|
65.3
|
|
$
|
(146.4
|
)
|
|
December 31,
|
|||||
In millions
|
2016
|
2015
|
||||
Accumulated Derivative Instruments Loss
|
$
|
(5.4
|
)
|
$
|
(18.4
|
)
|
Pension and Postretirement Benefit Plans
|
(235.5
|
)
|
(239.5
|
)
|
||
Currency Translation Adjustment
|
(146.7
|
)
|
(87.8
|
)
|
||
Accumulated Other Comprehensive Loss
|
$
|
(387.6
|
)
|
$
|
(345.7
|
)
|
NOTE 12.
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|||||||
In millions
|
Capital Leases
|
Operating Leases
|
Total
|
||||||
2017
|
$
|
2.1
|
|
$
|
41.5
|
|
$
|
43.6
|
|
2018
|
2.1
|
|
35.7
|
|
37.8
|
|
|||
2019
|
1.8
|
|
22.6
|
|
24.4
|
|
|||
2020
|
1.8
|
|
17.7
|
|
19.5
|
|
|||
2021
|
1.8
|
|
15.8
|
|
17.6
|
|
|||
Thereafter
|
17.6
|
|
39.7
|
|
57.3
|
|
|||
Total Minimum Lease Payments
|
27.2
|
|
173.0
|
|
200.2
|
|
|||
Less: Amount Representing Interest
|
(9.3
|
)
|
—
|
|
(9.3
|
)
|
|||
Present Value of Net Minimum Leases
|
$
|
17.9
|
|
$
|
173.0
|
|
$
|
190.9
|
|
In millions
|
|
||
2017
|
$
|
145.0
|
|
2018
|
121.9
|
|
|
2019
|
76.7
|
|
|
2020
|
40.2
|
|
|
2021
|
40.1
|
|
|
Thereafter
|
298.6
|
|
|
Total
|
$
|
722.5
|
|
NOTE 13.
|
ENVIRONMENTAL AND LEGAL MATTERS
|
NOTE 14.
|
BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
NET SALES:
|
|
|
|
||||||
Paperboard Mills
|
$
|
394.7
|
|
$
|
480.5
|
|
$
|
380.6
|
|
Americas Paperboard Packaging
|
3,316.9
|
|
3,049.6
|
|
3,006.7
|
|
|||
Europe Paperboard Packaging
|
569.9
|
|
603.9
|
|
596.6
|
|
|||
Flexible Packaging
|
—
|
|
—
|
|
215.6
|
|
|||
Corporate/Other/Eliminations
|
16.6
|
|
26.2
|
|
41.0
|
|
|||
Total
|
$
|
4,298.1
|
|
$
|
4,160.2
|
|
$
|
4,240.5
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
||||||
Paperboard Mills
|
$
|
(7.8
|
)
|
$
|
12.9
|
|
$
|
8.5
|
|
Americas Paperboard Packaging
|
416.8
|
|
403.9
|
|
412.0
|
|
|||
Europe Paperboard Packaging
|
25.4
|
|
40.8
|
|
32.5
|
|
|||
Flexible Packaging
(a)
|
—
|
|
—
|
|
(186.1
|
)
|
|||
Corporate and Other
|
(38.4
|
)
|
(30.5
|
)
|
(39.1
|
)
|
|||
Total
|
$
|
396.0
|
|
$
|
427.1
|
|
$
|
227.8
|
|
|
|
|
|
||||||
CAPITAL EXPENDITURES:
|
|
|
|
||||||
Paperboard Mills
|
$
|
184.2
|
|
$
|
145.0
|
|
$
|
106.0
|
|
Americas Paperboard Packaging
|
52.3
|
|
50.9
|
|
45.7
|
|
|||
Europe Paperboard Packaging
|
37.1
|
|
39.9
|
|
37.4
|
|
|||
Flexible Packaging
|
—
|
|
—
|
|
5.6
|
|
|||
Corporate and Other
|
21.0
|
|
8.3
|
|
6.7
|
|
|||
Total
|
$
|
294.6
|
|
$
|
244.1
|
|
$
|
201.4
|
|
|
|
|
|
||||||
DEPRECIATION AND AMORTIZATION:
|
|
|
|
||||||
Paperboard Mills
|
$
|
120.3
|
|
$
|
124.7
|
|
$
|
114.5
|
|
Americas Paperboard Packaging
|
130.4
|
|
108.9
|
|
101.0
|
|
|||
Europe Paperboard Packaging
|
41.1
|
|
40.1
|
|
34.7
|
|
|||
Flexible Packaging
|
—
|
|
—
|
|
11.0
|
|
|||
Corporate and Other
|
7.5
|
|
6.8
|
|
8.8
|
|
|||
Total
|
$
|
299.3
|
|
$
|
280.5
|
|
$
|
270.0
|
|
|
December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
ASSETS AT DECEMBER 31:
|
|
|
|
||||||
Paperboard Mills
|
$
|
1,496.1
|
|
$
|
1,445.0
|
|
$
|
1,373.5
|
|
Americas Paperboard Packaging
|
2,552.1
|
|
2,157.1
|
|
2,076.8
|
|
|||
Europe Paperboard Packaging
|
491.9
|
|
574.0
|
|
607.9
|
|
|||
Corporate and Other
|
63.3
|
|
80.0
|
|
79.4
|
|
|||
Total
|
$
|
4,603.4
|
|
$
|
4,256.1
|
|
$
|
4,137.6
|
|
|
Year Ended December 31,
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
NET SALES:
|
|
|
|
||||||
Americas
(a)
|
$
|
3,601.7
|
|
$
|
3,492.6
|
|
$
|
3,341.5
|
|
Europe
|
569.9
|
|
603.9
|
|
596.6
|
|
|||
Asia Pacific
|
198.1
|
|
117.4
|
|
129.4
|
|
|||
Corporate and Other
|
(71.6
|
)
|
(53.7
|
)
|
173.0
|
|
|||
Total
|
$
|
4,298.1
|
|
$
|
4,160.2
|
|
$
|
4,240.5
|
|
In millions
|
2016
|
2015
|
2014
|
||||||
ASSETS AT DECEMBER 31:
|
|
|
|
||||||
Americas
(a)
|
$
|
3,923.2
|
|
$
|
3,590.4
|
|
$
|
3,447.0
|
|
Europe
|
491.9
|
|
574.0
|
|
607.9
|
|
|||
Asia Pacific
|
188.3
|
|
91.7
|
|
82.7
|
|
|||
Total
|
$
|
4,603.4
|
|
$
|
4,256.1
|
|
$
|
4,137.6
|
|
NOTE 15.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
2016
|
||||||||||||||
In millions, except per share amounts
|
First
|
Second
|
Third
|
Fourth
|
Total
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
1,034.0
|
|
$
|
1,103.2
|
|
$
|
1,103.7
|
|
$
|
1,057.2
|
|
$
|
4,298.1
|
|
Gross Profit
|
207.7
|
|
204.8
|
|
191.3
|
|
188.1
|
|
791.9
|
|
|||||
Business Combinations and Other Special Charges
|
10.5
|
|
5.3
|
|
7.4
|
|
13.9
|
|
37.1
|
|
|||||
Income from Operations
|
107.2
|
|
105.6
|
|
105.1
|
|
78.1
|
|
396.0
|
|
|||||
Net Income
|
57.5
|
|
77.8
|
|
57.8
|
|
34.9
|
|
228.0
|
|
|||||
Net Income Per Share — Basic
|
$
|
0.18
|
|
$
|
0.24
|
|
$
|
0.18
|
|
$
|
0.11
|
|
$
|
0.71
|
|
Net Income Per Share — Diluted
|
$
|
0.18
|
|
$
|
0.24
|
|
$
|
0.18
|
|
$
|
0.11
|
|
$
|
0.71
|
|
|
2015
|
||||||||||||||
In millions, except per share amounts
|
First
|
Second
|
Third
|
Fourth
|
Total
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
1,008.2
|
|
$
|
1,057.1
|
|
$
|
1,070.0
|
|
$
|
1,024.9
|
|
$
|
4,160.2
|
|
Gross Profit
|
189.6
|
|
198.0
|
|
201.9
|
|
199.6
|
|
789.1
|
|
|||||
Business Combinations and Other Special Charges
|
2.2
|
|
3.9
|
|
8.0
|
|
7.9
|
|
22.0
|
|
|||||
Income from Operations
|
105.3
|
|
110.2
|
|
110.0
|
|
101.6
|
|
427.1
|
|
|||||
Net Income
|
55.1
|
|
57.6
|
|
60.2
|
|
57.2
|
|
230.1
|
|
|||||
|
|
|
|
|
|
||||||||||
Net Income Per Share — Basic
(a)
|
$
|
0.17
|
|
$
|
0.17
|
|
$
|
0.18
|
|
$
|
0.17
|
|
$
|
0.70
|
|
Net Income Per Share — Diluted
(a)
|
$
|
0.17
|
|
$
|
0.17
|
|
$
|
0.18
|
|
$
|
0.17
|
|
$
|
0.70
|
|
NOTE 16.
|
EARNINGS PER SHARE
|
|
Year Ended December 31,
|
||||||||
In millions, except per share data
|
2016
|
2015
|
2014
|
||||||
Net Income Attributable to Graphic Packaging Holding Company
|
$
|
228.0
|
|
$
|
230.1
|
|
$
|
89.7
|
|
Weighted Average Shares:
|
|
|
|
||||||
Basic
|
320.9
|
|
329.5
|
|
328.6
|
|
|||
Dilutive effect of RSUs
|
0.6
|
|
1.2
|
|
1.9
|
|
|||
Diluted
|
321.5
|
|
330.7
|
|
330.5
|
|
|||
Earnings Per Share — Basic
|
$
|
0.71
|
|
$
|
0.70
|
|
$
|
0.27
|
|
Earnings Per Share — Diluted
|
$
|
0.71
|
|
$
|
0.70
|
|
$
|
0.27
|
|
NOTE 17.
|
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
|
In millions
|
Derivatives Instruments
|
Pension Benefit Plans
|
Postretirement Benefit Plans
|
Currency Translation Adjustments
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
(18.4
|
)
|
$
|
(255.4
|
)
|
$
|
15.9
|
|
$
|
(87.8
|
)
|
$
|
(345.7
|
)
|
Other Comprehensive Income (Loss) before Reclassifications
|
3.7
|
|
(12.3
|
)
|
0.2
|
|
(58.9
|
)
|
(67.3
|
)
|
|||||
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
(b)
|
9.3
|
|
17.5
|
|
(1.4
|
)
|
—
|
|
25.4
|
|
|||||
Net Current-period Other Comprehensive Income (Loss)
|
13.0
|
|
5.2
|
|
(1.2
|
)
|
(58.9
|
)
|
(41.9
|
)
|
|||||
Balance at December 31, 2016
|
$
|
(5.4
|
)
|
$
|
(250.2
|
)
|
$
|
14.7
|
|
$
|
(146.7
|
)
|
$
|
(387.6
|
)
|
(a)
|
All amounts are net-of-tax.
|
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
|
|
$
|
12.5
|
|
|
Cost of Sales
|
Foreign Currency Contracts
|
|
0.5
|
|
|
Other Expense, Net
|
|
Interest Rate Swap Agreements
|
|
2.0
|
|
|
Interest Expense, Net
|
|
|
|
15.0
|
|
|
Total before Tax
|
|
|
|
(5.7
|
)
|
|
Tax Benefit
|
|
|
|
$
|
9.3
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of Defined Benefit Pension Plans:
|
|
|
|
|
||
Prior Service Costs
|
|
$
|
0.8
|
|
(c)
|
|
Actuarial Losses
|
|
27.3
|
|
(c)
|
|
|
|
|
28.1
|
|
|
Total before Tax
|
|
|
|
(10.6
|
)
|
|
Tax Benefit
|
|
|
|
$
|
17.5
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of Postretirement Benefit Plans:
|
|
|
|
|
||
Prior Service Credits
|
|
$
|
(0.2
|
)
|
(c)
|
|
Actuarial Gains
|
|
(2.1
|
)
|
(c)
|
|
|
|
|
(2.3
|
)
|
|
Total before Tax
|
|
|
|
0.9
|
|
|
Tax Expense
|
|
|
|
$
|
(1.4
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Total Reclassifications for the Period
|
|
$
|
25.4
|
|
|
|
(c)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 7 — Pensions and Other Postretirement Benefits).
|
NOTE 18.
|
GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS
|
|
Year Ended December 31, 2016
|
|||||||||||||||||
In millions
|
Parent
|
Subsidiary Issuer
|
Combined Guarantor Subsidiaries
|
Combined Nonguarantor Subsidiaries
|
Consolidating Eliminations
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
$
|
3,462.5
|
|
$
|
106.2
|
|
$
|
1,051.3
|
|
$
|
(321.9
|
)
|
$
|
4,298.1
|
|
Cost of Sales
|
—
|
|
2,812.2
|
|
88.6
|
|
927.3
|
|
(321.9
|
)
|
3,506.2
|
|
||||||
Selling, General and Administrative
|
—
|
|
264.4
|
|
11.2
|
|
80.1
|
|
—
|
|
355.7
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
(3.8
|
)
|
—
|
|
6.9
|
|
—
|
|
3.1
|
|
||||||
Business Combinations and Other Special Charges
|
—
|
|
32.9
|
|
—
|
|
4.2
|
|
—
|
|
37.1
|
|
||||||
Income from Operations
|
—
|
|
356.8
|
|
6.4
|
|
32.8
|
|
—
|
|
396.0
|
|
||||||
Interest Expense, Net
|
—
|
|
(72.3
|
)
|
—
|
|
(4.3
|
)
|
—
|
|
(76.6
|
)
|
||||||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
—
|
|
284.5
|
|
6.4
|
|
28.5
|
|
—
|
|
319.4
|
|
||||||
Income Tax Expense
|
—
|
|
(81.5
|
)
|
(2.6
|
)
|
(9.1
|
)
|
—
|
|
(93.2
|
)
|
||||||
Income before Equity Income of Unconsolidated Entity
|
—
|
|
203.0
|
|
3.8
|
|
19.4
|
|
—
|
|
226.2
|
|
||||||
Equity Income of Unconsolidated Entity
|
—
|
|
—
|
|
—
|
|
1.8
|
|
—
|
|
1.8
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
228.0
|
|
25.0
|
|
(6.1
|
)
|
—
|
|
(246.9
|
)
|
—
|
|
||||||
Net Income (Loss)
|
228.0
|
|
228.0
|
|
(2.3
|
)
|
21.2
|
|
(246.9
|
)
|
228.0
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Comprehensive Income (Loss)
|
$
|
186.1
|
|
$
|
186.1
|
|
$
|
16.8
|
|
$
|
(65.7
|
)
|
$
|
(137.2
|
)
|
$
|
186.1
|
|
|
Year Ended December 31, 2015
|
|||||||||||||||||
In millions
|
Parent
|
Subsidiary Issuer
|
Combined Guarantor Subsidiaries
|
Combined Nonguarantor Subsidiaries
|
Consolidating Eliminations
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
$
|
3,363.6
|
|
$
|
1.6
|
|
$
|
1,037.2
|
|
$
|
(242.2
|
)
|
$
|
4,160.2
|
|
Cost of Sales
|
—
|
|
2,730.2
|
|
(1.1
|
)
|
884.2
|
|
(242.2
|
)
|
3,371.1
|
|
||||||
Selling, General and Administrative
|
—
|
|
274.9
|
|
2.5
|
|
70.3
|
|
—
|
|
347.7
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
(10.7
|
)
|
—
|
|
3.0
|
|
—
|
|
(7.7
|
)
|
||||||
Business Combinations and Other Special Charges
|
—
|
|
6.1
|
|
—
|
|
15.9
|
|
—
|
|
22.0
|
|
||||||
Income from Operations
|
—
|
|
363.1
|
|
0.2
|
|
63.8
|
|
—
|
|
427.1
|
|
||||||
Interest (Expense) Income, Net
|
—
|
|
(64.9
|
)
|
—
|
|
(2.9
|
)
|
—
|
|
(67.8
|
)
|
||||||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
—
|
|
298.2
|
|
0.2
|
|
60.9
|
|
—
|
|
359.3
|
|
||||||
Income Tax Expense
|
—
|
|
(115.8
|
)
|
(0.2
|
)
|
(14.4
|
)
|
—
|
|
(130.4
|
)
|
||||||
Income before Equity Income of Unconsolidated Entity
|
—
|
|
182.4
|
|
—
|
|
46.5
|
|
—
|
|
228.9
|
|
||||||
Equity Income of Unconsolidated Entity
|
—
|
|
—
|
|
—
|
|
1.2
|
|
—
|
|
1.2
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
230.1
|
|
47.7
|
|
(1.3
|
)
|
—
|
|
(276.5
|
)
|
—
|
|
||||||
Net Income (Loss)
|
230.1
|
|
230.1
|
|
(1.3
|
)
|
47.7
|
|
(276.5
|
)
|
230.1
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Comprehensive Income (Loss)
|
$
|
219.0
|
|
$
|
219.0
|
|
$
|
(5.9
|
)
|
$
|
(2.7
|
)
|
$
|
(210.4
|
)
|
$
|
219.0
|
|
|
Year Ended December 31, 2014
|
|||||||||||||||||
In millions
|
Parent
|
Subsidiary Issuer
|
Combined Guarantor Subsidiaries
|
Combined Nonguarantor Subsidiaries
|
Consolidating Eliminations
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
$
|
3,416.6
|
|
$
|
7.4
|
|
$
|
1,064.9
|
|
$
|
(248.4
|
)
|
$
|
4,240.5
|
|
Cost of Sales
|
—
|
|
2,742.4
|
|
4.0
|
|
955.3
|
|
(248.4
|
)
|
3,453.3
|
|
||||||
Selling, General and Administrative
|
—
|
|
303.1
|
|
0.7
|
|
61.7
|
|
—
|
|
365.5
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
(5.9
|
)
|
(0.2
|
)
|
2.4
|
|
—
|
|
(3.7
|
)
|
||||||
Business Combinations and Other Special Charges
|
—
|
|
6.7
|
|
5.9
|
|
185.0
|
|
—
|
|
197.6
|
|
||||||
Income (Loss) from Operations
|
—
|
|
370.3
|
|
(3.0
|
)
|
(139.5
|
)
|
—
|
|
227.8
|
|
||||||
Interest Expense, Net
|
—
|
|
(74.1
|
)
|
—
|
|
(6.6
|
)
|
—
|
|
(80.7
|
)
|
||||||
Loss on Modification or Extinguishment of Debt
|
—
|
|
(14.4
|
)
|
—
|
|
—
|
|
—
|
|
(14.4
|
)
|
||||||
Income (Loss) before Income Taxes and Equity Income of Unconsolidated Entities
|
—
|
|
281.8
|
|
(3.0
|
)
|
(146.1
|
)
|
—
|
|
132.7
|
|
||||||
Income Tax (Expense) Benefit
|
—
|
|
(95.6
|
)
|
(8.3
|
)
|
58.5
|
|
—
|
|
(45.4
|
)
|
||||||
Income (Loss) before Equity Income of Unconsolidated Entities
|
—
|
|
186.2
|
|
(11.3
|
)
|
(87.6
|
)
|
—
|
|
87.3
|
|
||||||
Equity Income of Unconsolidated Entities
|
—
|
|
—
|
|
—
|
|
1.7
|
|
—
|
|
1.7
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
89.0
|
|
(97.2
|
)
|
(0.6
|
)
|
—
|
|
8.8
|
|
—
|
|
||||||
Net Income (Loss)
|
$
|
89.0
|
|
$
|
89.0
|
|
$
|
(11.9
|
)
|
$
|
(85.9
|
)
|
$
|
8.8
|
|
$
|
89.0
|
|
Net Income (Loss) Attributable to Noncontrolling Interests
|
0.7
|
|
0.7
|
|
—
|
|
—
|
|
(0.7
|
)
|
0.7
|
|
||||||
Net Income (Loss) Attributable to Graphic Packaging Holding Company
|
$
|
89.7
|
|
$
|
89.7
|
|
$
|
(11.9
|
)
|
$
|
(85.9
|
)
|
$
|
8.1
|
|
$
|
89.7
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive (Loss) Income Attributable to Graphic Packaging Holding Company
|
$
|
(56.7
|
)
|
$
|
(56.7
|
)
|
$
|
(15.9
|
)
|
$
|
(144.4
|
)
|
$
|
217.0
|
|
$
|
(56.7
|
)
|
|
Year Ended December 31, 2016
|
|||||||||||||||||
In millions
|
Parent
|
Subsidiary Issuer
|
Combined Guarantor Subsidiaries
|
Combined Nonguarantor Subsidiaries
|
Consolidating Eliminations
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
$
|
0.9
|
|
$
|
1.2
|
|
$
|
57.0
|
|
$
|
—
|
|
$
|
59.1
|
|
Receivables, Net
|
—
|
|
183.7
|
|
10.1
|
|
233.0
|
|
—
|
|
426.8
|
|
||||||
Inventories, Net
|
—
|
|
403.8
|
|
16.1
|
|
163.0
|
|
—
|
|
582.9
|
|
||||||
Intercompany
|
—
|
|
1,077.5
|
|
73.3
|
|
—
|
|
(1,150.8
|
)
|
—
|
|
||||||
Other Current Assets
|
—
|
|
36.4
|
|
—
|
|
9.7
|
|
—
|
|
46.1
|
|
||||||
Total Current Assets
|
—
|
|
1,702.3
|
|
100.7
|
|
462.7
|
|
(1,150.8
|
)
|
1,114.9
|
|
||||||
Property, Plant and Equipment, Net
|
—
|
|
1,435.8
|
|
64.1
|
|
252.0
|
|
—
|
|
1,751.9
|
|
||||||
Investment in Consolidated Subsidiaries
|
1,362.9
|
|
—
|
|
12.3
|
|
—
|
|
(1,375.2
|
)
|
—
|
|
||||||
Goodwill
|
—
|
|
1,098.9
|
|
55.5
|
|
105.9
|
|
—
|
|
1,260.3
|
|
||||||
Other Assets
|
—
|
|
314.8
|
|
65.6
|
|
95.9
|
|
—
|
|
476.3
|
|
||||||
Total Assets
|
$
|
1,362.9
|
|
$
|
4,551.8
|
|
$
|
298.2
|
|
$
|
916.5
|
|
$
|
(2,526.0
|
)
|
$
|
4,603.4
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
||||||||||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
—
|
|
$
|
26.0
|
|
$
|
—
|
|
$
|
37.4
|
|
$
|
—
|
|
$
|
63.4
|
|
Accounts Payable
|
—
|
|
354.3
|
|
8.5
|
|
103.7
|
|
—
|
|
466.5
|
|
||||||
Interest Payable
|
—
|
|
15.4
|
|
—
|
|
—
|
|
—
|
|
15.4
|
|
||||||
Intercompany
|
306.4
|
|
—
|
|
—
|
|
913.0
|
|
(1,219.4
|
)
|
—
|
|
||||||
Other Accrued Liabilities
|
—
|
|
163.2
|
|
3.0
|
|
68.3
|
|
—
|
|
234.5
|
|
||||||
Total Current Liabilities
|
306.4
|
|
558.9
|
|
11.5
|
|
1,122.4
|
|
(1,219.4
|
)
|
779.8
|
|
||||||
Long-Term Debt
|
—
|
|
2,042.4
|
|
—
|
|
46.1
|
|
—
|
|
2,088.5
|
|
||||||
Deferred Income Tax Liabilities
|
—
|
|
342.1
|
|
43.3
|
|
22.6
|
|
—
|
|
408.0
|
|
||||||
Other Noncurrent Liabilities
|
—
|
|
245.5
|
|
—
|
|
25.1
|
|
—
|
|
270.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EQUITY
|
|
|
|
|
|
|
||||||||||||
Total Equity
|
1,056.5
|
|
1,362.9
|
|
243.4
|
|
(299.7
|
)
|
(1,306.6
|
)
|
1,056.5
|
|
||||||
Total Liabilities and Equity
|
$
|
1,362.9
|
|
$
|
4,551.8
|
|
$
|
298.2
|
|
$
|
916.5
|
|
$
|
(2,526.0
|
)
|
$
|
4,603.4
|
|
|
Year Ended 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
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
1.
|
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2016
|
2.
|
All schedules are omitted as the information required is either included elsewhere in the consolidated financial statements herein or is not applicable.
|
3.
|
Exhibits to Annual Report on Form 10-K for Year Ended December 31, 2016.
|
Exhibit
Number
|
Description
|
3.1
|
Restated Certificate of Incorporation of New Giant Corporation. Filed as Exhibit 3.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed on March 10, 2008 and incorporated herein by reference.
|
3.2
|
Bylaws of Graphic Packaging Holding Company, as amended on May 20, 2015. Filed as Exhibit 3.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed on May 27, 2015 and incorporated herein by reference.
|
3.3
|
Certificate of Designation Preferences and Rights of Series A Junior Participating Preferred Stock. Filed as Exhibit 3.3 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed on March 10, 2008 and incorporated herein by reference.
|
4.1
|
Rights Agreement entered into between Graphic Packaging Holding Company and Wells Fargo Bank, National Association. Filed as Exhibit 4.3 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed on March 10, 2008 and incorporated herein by reference.
|
4.2
|
Indenture, dated as of September 29, 2010, among Graphic Packaging International, Inc. and Graphic Packaging Holding Company, Graphic Packaging Corporation and the other Note Guarantors party thereto, as Note Guarantors, and U.S. Bank National Association, as Trustee. Filed as Exhibit 4.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed on September 29, 2010 and incorporated herein by reference.
|
4.3
|
Supplemental Indenture, dated as of April 2, 2013, among Graphic Packaging International, Inc., the guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 4.75% Senior Notes due 2021 of Graphic Packaging International, Inc. Filed as Exhibit 4.1 to Graphic Packaging Holding Company’s Current Report on Form 8-K filed on April 2, 2013 and incorporated herein by reference.
|
4.4
|
Indenture dated as of November 6, 2014, by and among Graphic Packaging International, Inc., the guarantors named therein and U.S. Bank National Association, as trustee. Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 6, 2014 and incorporated herein by reference.
|
4.5
|
First Supplemental Indenture dated as of November 6, 2014 by and among Graphic Packaging International, Inc. the guarantors named therein and U.S. Bank National Association, as trustee. Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on November 6, 2014 and incorporated herein by reference.
|
4.6
|
Second Supplemental Indenture dated as of August 11, 2016 by and among Graphic Packaging International Inc., Graphic Packaging Holding Company, the other guarantors named therein and U.S. Bank National Association as trustee. Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on August 11, 2016 and incorporated herein by reference.
|
10.1*
|
GPI U.S. Consolidated Pension Plan Master Document as amended and restated, effective January 1, 2017.
|
10.2*
|
Second Amendment to the GPI Savings Plan as amended and restated, effective January 1, 2015. Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 28, 2016 and incorporated herein by reference.
|
10.3*
|
Third Amendment to the GPI Savings Plan as amended and restated, effective January 1, 2015. Filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on April 28, 2016 and incorporated herein by reference.
|
10.4*
|
Employment Agreement, dated as of July 22, 2013 by and among Graphic Packaging International, Inc., the Registrant and Carla J. Chaney. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2013 and incorporated herein by reference.
|
10.5*
|
Employment Agreement, dated as of October 26, 2009, by and among Graphic Packaging International, Inc., the Registrant and Alan Nichols. Filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on January 22, 2010 and incorporated herein by reference.
|
10.6*
|
Fourth Amendment to the GPI Savings Plan as amended and restated, effective January 1, 2015. Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on April 28, 2016 and incorporated herein by reference.
|
10.7*
|
Amended and Restated Employment Agreement dated as of November 19, 2015 by and among Graphic Packaging International, Inc., the Registrant and Michael P. Doss. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 19, 2015 and incorporated herein by reference.
|
10.8*
|
Graphic Packaging Excess Benefit Plan, as amended and restated, effective as of January 1, 2009. Filed as Exhibit 10.22 to Registrant’s Annual Report on Form 10-K filed on February 23, 2010 and incorporated herein by reference.
|
10.9*
|
Graphic Packaging Supplemental Retirement Plan, as amended and restated, effective as of January 1, 2009. Filed as Exhibit 10.23 to Registrant’s Annual Report on Form 10-K filed on February 23, 2010 and incorporated herein by reference.
|
10.10
|
Form of Indemnification Agreement, dated as of September 10, 2003, entered into by and among Registrant, GPI Holding, Inc., Graphic Packaging International, Inc. and each of Jeffrey H. Coors, Stephen M. Humphrey, Kevin J. Conway, G. Andrea Botta, John D. Beckett, Harold R. Logan, Jr., John R. Miller, Robert W. Tieken, B. Charles Ames (as emeritus director) and William K. Coors (as emeritus director). Filed as Exhibit 10.30 to Graphic Packaging Corporation’s Annual Report on Form 10-K filed on March 16, 2004 and incorporated herein by reference.
|
10.11*
|
Amended and Restated 2004 Stock and Incentive Compensation Plan effective May 19, 2011. Filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 8, 2011 and incorporated herein by reference.
|
10.12*
|
Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan effective as of May 21, 2014. Filed as Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on April 10, 2014 and incorporated herein by reference.
|
10.13*
|
Graphic Packaging International, Inc. Management Incentive Plan filed as Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed on February 23, 2012 and incorporated herein by reference.
|
10.14
|
Master Services Agreement dated November 29, 2007 by and between Graphic Packaging International, Inc. and Perot Systems Corporation. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 5, 2007 and incorporate herein by reference.
|
10.15*
|
Graphic Packaging International, Inc. Supplemental Plan for Participants in the Riverwood International Employees Retirement Plan, as amended and restated, effective as of January 1, 2009. Filed as Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed on February 23, 2010 and incorporated herein by reference.
|
10.16*
|
Riverwood International Change in Control Supplemental Retirement Plan, as amended and restated, effective as of January 1, 2008. Filed as Exhibit 10.37 to Graphic Packaging Holding Company’s Annual Report on Form 10-K filed on February 23, 2010 and incorporated herein by reference.
|
10.17
|
Amended and Restated Form of Indemnification Agreement for Directors. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 4, 2010 and incorporated herein by reference.
|
10.18*
|
Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan filed as Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K filed on February 23, 2012 and incorporated herein by reference.
|
10.19*
|
First Amendment to the Graphic Packaging International, Inc. Supplemental Plan for Participants in the Riverwood International Employees Retirement Plan. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 24, 2012 and incorporated herein by reference.
|
10.20*
|
Employment Agreement dated as of April 1, 2012 by and among Graphic Packaging International, Inc., Graphic Packaging Holding Company and Stephen Scherger. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 5, 2012 and incorporated herein by reference.
|
10.21
|
Second Amended and Restated Credit Agreement effective October 2, 2014 among Graphic Packaging International, Inc. and certain of its subsidiaries, as Borrowers; Bank of American, N.A. as Administrative Agent, L/C Issuer, Swing Line Lender, Swing Line Euro Tranche Lender and Alternative Currency Funding Fronting Lender; Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland" New York Branch, SunTrust Bank, JPMorgan Bank, N.A. and Citibank, N.A., as Co-Syndication Agents; Compass Bank, as Documentation Agent; and several lenders from time to time parties thereto. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 6, 2014 and incorporated herein by reference.
|
10.22
|
First Amendment to Master Services Agreement dated as of September 22, 2008 by and between Graphic Packaging International, Inc. and Perot Systems Corporation. Filed as Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.23
|
Second Amendment to Master Services Agreement effective as of August 1, 2012 by and between Graphic Packaging International, Inc. and Dell Marketing L.P. (as assignee of Perot Systems Corporation). Filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.24*
|
Fifth Amendment to the GPI Savings Plan as amended and restated, effective January 1, 2015.
|
10.25*
|
GPI Savings Plan, as amended and restated effective January 1, 2015. Filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.26*
|
First Amendment to the GPI Savings Plan, effective January 1, 2015. Filed as Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.27*
|
First Amendment to the Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan, effective January 31, 2012. Filed as Exhibit 10.34to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.28*
|
Second Amendment to the Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan, executed on December 30, 2013. Filed as Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.29*
|
Third Amendment to the Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan, effective June 23, 2014. Filed as Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.30*
|
Fourth Amendment to the Graphic Packaging International Inc. Non-Qualified Deferred Compensation Plan, effective January 1, 2016. Filed as Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.31*
|
Amended and Restated Employment Agreement among the Registrant, Graphic Packaging International, Inc. and Joseph P. Yost effective September 1, 2015. Filed as Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.32*
|
Graphic Packaging International, Inc. Executive Severance Plan dated as of February 25, 2014. Filed as Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference.
|
10.33*
|
First Amendment to the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan effective January 1, 2017.
|
14.1
|
Code of Business Conduct and Ethics. Filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K filed on March 8, 2011 and incorporated herein by reference.
|
21.1
|
List of Subsidiaries.
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
24.1
|
Power of Attorney Incorporated by reference to the signature page of this Annual Report on Form 10-K.
|
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.
|
|
|
|
/s/ Stephen R. Scherger
Stephen R. Scherger
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 8, 2017
|
|
|
|
/
s
/
Michael P. Doss
Michael P. Doss
|
President and Chief Executive Officer
(Principal Executive Officer)
|
February 8, 2017
|
|
|
|
/
s
/
Stephen R. Scherger
Stephen R. Scherger
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 8, 2017
|
|
|
|
/
s
/
Deborah R. Frank
Deborah R. Frank
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
February 8, 2017
|
Signatures
|
Title
|
Date
|
|
|
|
/s/
G. Andrea Botta
|
Director
|
February 8, 2017
|
G. Andrea Botta
|
|
|
|
|
|
/s/
David D. Campbell
|
Director
|
February 8, 2017
|
David D. Campbell
|
|
|
|
|
|
/s/
Paul D. Carrico
|
Director
|
February 8, 2017
|
Paul D. Carrico
|
|
|
|
|
|
/s/
Michael P. Doss
|
Director, President and Chief Executive Officer
|
February 8, 2017
|
Michael P. Doss
|
|
|
|
|
|
/
s
/
Robert A. Hagemann
|
Director
|
February 8, 2017
|
Robert A. Hagemann
|
|
|
|
|
|
/
s
/
Harold R. Logan, Jr.
|
Director
|
February 8, 2017
|
Harold R. Logan, Jr.
|
|
|
|
|
|
/s/ Philip R. Martens
|
Chairman of the Board
|
February 8, 2017
|
Philip R. Martens
|
|
|
|
|
|
/s/ Larry M. Venturelli
|
Director
|
February 8, 2017
|
Larry M. Venturelli
|
|
|
|
|
|
/s/ Lynn A. Wentworth
|
Director
|
February 8, 2017
|
Lynn A. Wentworth
|
|
|
|
|
|
1.1
|
History 1
|
1.2
|
Purpose and Intent 1
|
1.3
|
Effect of Restatement 1
|
1.4
|
Organization of the Plan 1
|
1.5
|
Construction 2
|
1.6
|
Single Plan 2
|
2.1
|
Accrued Benefit 3
|
2.2
|
Affiliate 3
|
2.3
|
Altivity Packaging Plan 3
|
2.4
|
Beneficiary 3
|
2.5
|
Board 3
|
2.6
|
Charter 3
|
2.7
|
Code 3
|
2.8
|
Effective Date 3
|
2.9
|
Employee 3
|
2.10
|
ERISA 3
|
2.11
|
Field Container Plan 4
|
2.12
|
GP Retirement Plan 4
|
2.13
|
Master Document 4
|
2.14
|
Merged Plans 4
|
2.15
|
Mid-America Plan 4
|
2.16
|
Normal Retirement Date 4
|
2.17
|
Participant 4
|
2.18
|
Participating Company 4
|
2.19
|
Plan 4
|
2.20
|
Plan Sponsor 4
|
2.21
|
Plan Year 4
|
2.22
|
Retirement Committee 4
|
2.23
|
Riverwood Employees Plan 4
|
2.24
|
Riverwood Hourly Plan 5
|
2.25
|
Spouse 5
|
2.26
|
Subplan 5
|
2.27
|
Trust or Trust Agreement 5
|
2.28
|
Trust Fund 5
|
2.29
|
Trustee 5
|
3.1
|
Adoption of Charter 6
|
3.2
|
Administration of Retirement Committee 6
|
3.3
|
Authority of Retirement Committee 6
|
3.4
|
Prudent Conduct 6
|
3.5
|
Construction of Plan 7
|
3.6
|
Actuary 7
|
3.7
|
Service in More Than One Fiduciary Capacity 7
|
3.8
|
Limitation of Liability 7
|
3.9
|
Indemnification 7
|
3.10
|
Expenses of Administration 8
|
4.1
|
Amendment of Plan 9
|
4.2
|
Merger or Consolidation 9
|
4.3
|
Additional Participating Companies 9
|
4.4
|
Termination of Plan 10
|
5.1
|
Company Contributions 11
|
5.2
|
Return of Contributions 11
|
5.3
|
Participant Contributions 11
|
6.1
|
Trustee 12
|
6.2
|
Exclusive Benefit Rule 12
|
6.3
|
Appointment of Investment Manager 12
|
7.1
|
Nonalienation and Qualified Domestic Relations Orders 13
|
7.2
|
Conditions of Employment Not Affected by Plan 14
|
7.3
|
Facility of Payment 14
|
7.4
|
Information 14
|
7.5
|
Construction 14
|
7.6
|
Prevention of Escheat 14
|
7.7
|
Electronic Transmission of Notices to Participants 15
|
7.8
|
Limitation on Benefits in the Event of a Liquidity Shortfall 15
|
7.9
|
Limitations Applicable if the Plan’s AFTAP is Less Than 80 Percent or if the Plan Sponsor is in Bankruptcy 15
|
Subsidiary Name
|
|
Jurisdiction of Incorporation
|
Altivity Packaging Grupo, S. de R.L. de C.V.
|
|
Mexico
|
Altivity Packaging Servicios, S. de R.L. de C.V.
|
|
Mexico
|
Field Container Queretaro (USA), L.L.C.
|
|
Delaware
|
Gbox SA de C.V.
|
|
Mexico
|
Golden Equities, Inc.
|
|
Colorado
|
Golden Technologies Company, Inc.
|
|
Colorado
|
GPI Project, LLC
|
|
Delaware
|
GPI Scotland Finance LP
|
|
UK
|
GPI Scotland Limited
|
|
UK
|
GPI WG Acquisition Sub, LLC
|
|
Delaware
|
Graphic Packaging Flexible Canada ULC
|
|
Canada
|
Graphic Packaging International (Cyprus) Limited
|
|
Cyprus
|
Graphic Packaging Flexible Holdings, LLC
|
|
Delaware
|
Graphic Packaging International (Shanghai) Co., Ltd.
|
|
China
|
Graphic Packaging International Australia Converting Limited
|
|
Australia
|
Graphic Packaging International Australia Pty Limited
|
|
Australia
|
Graphic Packaging International Bardon Limited
|
|
UK
|
Graphic Packaging International Box Holdings Limited
|
|
UK
|
Graphic Packaging International Bremen GmbH
|
|
Germany
|
Graphic Packaging International Canada Corporation
|
|
Canada
|
Graphic Packaging International Canada, ULC
|
|
Canada
|
Graphic Packaging International Distribution Limited
|
|
UK
|
Graphic Packaging International do Brasil - Embalagens Ltda.
|
|
Brazil
|
Graphic Packaging International Enterprises, Inc.
|
|
Delaware
|
Graphic Packaging International Europe Carton Design Limited
|
|
UK
|
Graphic Packaging International Europe Cartons B.V.
|
|
Netherlands
|
Graphic Packaging International Europe Finance & Real Estate B.V.
|
|
Netherlands
|
Graphic Packaging International Europe Holdings B.V.
|
|
Netherlands
|
Graphic Packaging International Europe Netherlands B.V.
|
|
Netherlands
|
Graphic Packaging International Europe Netherlands Holdings B.V.
|
|
Netherlands
|
Graphic Packaging International Europe S.A.
|
|
Belgium
|
Graphic Packaging International Europe UK Holdings Limited
|
|
UK
|
Graphic Packaging International Europe UK Limited
|
|
UK
|
Graphic Packaging International France
|
|
France
|
Graphic Packaging International Gateshead Limited
|
|
UK
|
Graphic Packaging International Holding Company
|
|
Delaware
|
Graphic Packaging International Holdings Mexico, S. de R.L. de C.V
|
|
Mexico
|
Graphic Packaging International, Inc.
|
|
Delaware
|
Graphic Packaging International Japan Ltd.
|
|
Japan
|
Graphic Packaging International Limited
|
|
UK
|
Graphic Packaging International Mexicana, S. de R.L. de C.V.
|
|
Mexico
|
Graphic Packaging International New Zealand Limited
|
|
New Zealand
|
Graphic Packaging International Operadora de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Graphic Packaging International Philanthropic Fund
|
|
Delaware
|
Graphic Packaging International S.p.A.
|
|
Italy
|
Graphic Packaging International Servicios, S. de R.L. de C.V.
|
|
Mexico
|
Graphic Packaging International Spain, S.A.
|
|
Spain
|
Graphic Packaging International UK Finance Limited
|
|
UK
|
Graphic Packaging International US Finance LLC
|
|
Delaware
|
Graphic Packaging UK Pension Trustee Company Ltd.
|
|
UK
|
Handschy Holdings, LLC
|
|
Delaware
|
Handschy Industries, LLC
|
|
Delaware
|
New Materials Limited
|
|
UK
|
Print Design & Graphics Limited
|
|
UK
|
PrinTech Systems B.V.
|
|
Netherlands
|
Rengo Riverwood Packaging, Limited
|
|
Japan
|
Riverdale Industries, LLC
|
|
Delaware
|
Riverwood International Pension Trustee Company Ltd.
|
|
UK
|
Shoo 553 Limited
|
|
UK
|
Spur Development, LLC
|
|
Delaware
|
Walter G. Anderson, Inc.
|
|
Minnesota
|
(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
|
(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)
|
|
|
|
|
February 8, 2017
|
(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
|
(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)
|
|
|
|
|
February 8, 2017
|
|
|
/s/ Michael P. Doss
|
|
|
Name: Michael P. Doss,
|
|
|
Title: President and Chief Executive Officer
|
|
|
February 8, 2017
|
|
|
/s/ Stephen R. Scherger
|
|
|
Name: Stephen R. Scherger
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
|
|
February 8, 2017
|