GPK 10-K Annual Report Dec. 31, 2019 | Alphaminr
GRAPHIC PACKAGING HOLDING CO
ALPHAMINR

GPK 10-K Fiscal year ended Dec. 31, 2019

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GRAPHIC PACKAGING HOLDING CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosure About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of Business and Summary Of Significant Accounting PoliciesNote 16-business Segment and Geographic Area InformationNote 20 Exit Activities."Note 6 - LeasesNote 2. Supplemental Balance Sheet DataNote 3. Supplemental Cash Flow InformationNote 4. Business CombinationsNote 1 - General Information,Note 5. DebtNote 19 - Guarantor Consolidating Financial StatementsNote 6. LeasesNote 7. Stock Incentive PlansNote 8. Pensions and Other Postretirement BenefitsNote 9. Income TaxesNote 10. Financial Instruments, Derivatives and Hedging ActivitiesNote 11. Fair Value MeasurementNote 12. Accumulated Other Comprehensive Income (loss)Note 13. CommitmentsNote 14. Environmental and Legal MattersNote 15. Redeemable Noncontrolling InterestNote 1 - Nature Of Business and Summary Of Significant Accounting Policies,Note 16. Business Segment and Geographic Area InformationNote 17. Quarterly Financial Information (unaudited)Note 18. Earnings Per ShareNote 19. Changes in Accumulated Other Comprehensive LossNote 20. Exit ActivitiesNote 21. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Transaction Agreement dated October 23, 2017, by and among International Paper Company, Graphic Packaging Holding Company, Gazelle Newco LLC and Graphic Packaging International, Inc. Filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on October 24, 2017 and incorporated herein by reference. 3.1 Restated Certificate of Incorporation of New Giant Corporation. Filed as Exhibit3.1 to Graphic Packaging Holding Companys Current Report on Form8-K filed on March10, 2008 and incorporated herein by reference. 3.2 Bylaws of Graphic Packaging Holding Company, as amended on May 20, 2015. Filed as Exhibit3.1 to Graphic Packaging Holding Companys Current Report on Form8-K filed on May 27, 2015 and incorporated herein by reference. 3.3 Certificate of Formation of Graphic Packaging International, LLC. Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 3.4 Amended and Restated Limited Liability Company Operating Agreement of Graphic Packaging International, LLC. Filed as Exhibit 3.2 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 3.5 Amended and Restated Limited Liability Company Agreement dated as of January 1, 2018 by and among Graphic Packaging Holding Company, Graphic Packaging International Partners, LLC (formerly known as Gazelle Newco LLC), GPI Holding III, LLC, and International Paper Company. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 4.1 Indenture, dated as of September29, 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 Exhibit4.1 to Graphic Packaging Holding Companys Current Report on Form8-K filed on September29, 2010 and incorporated herein by reference. 4.2 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 Exhibit4.1 to Graphic Packaging Holding Companys Current Report on Form8-K filed on April 2, 2013 and incorporated herein by reference. 4.3 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. 4.4 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. 4.5 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. 4.6 Supplemental Indenture among Graphic Packaging International, Inc., Graphic Packaging Holding Company, the other guarantors party thereto and U.S. Bank National Association, as Trustee, with respect to the 4.75% Senior Notes due 2021. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on October 24, 2017 and incorporated herein by reference. 4.7 Supplemental Indenture among Graphic Packaging International, Inc., Graphic Packaging Holding Company, the other guarantors party thereto and U.S. Bank National Association, as Trustee, with respect to the 4.875% Senior Notes due 2022. Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on October 24, 2017 and incorporated herein by reference. 4.8 Supplemental Indenture among Graphic Packaging International, Inc., Graphic Packaging Holding Company, the other guarantors party thereto and U.S. Bank National Association, as Trustee, with respect to the 4.125% Senior Notes due 2024. Filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on October 24, 2017 and incorporated herein by reference. 4.9 ThirdSupplementalIndenture dated as of June 25, 2019, by and among Graphic Packaging International, LLC, the guarantors listed therein and U.S. Bank, National Association. Filed as Exhibit 4.2 to Graphic Packaging Holding Company and Graphic Packaging International, LLC's current report on Form 8-K filed on June 25, 2019 and incorporated herein by reference. 10.1* GPI U.S. Consolidated Pension Plan Master Document as amended and restated, effective January 1, 2017.Filed as exhibit 10.1 to the Registrant's Annual Report on Form 10-K filed on February 8, 2017 and incorporated herein by reference. 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* 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. 10.5* 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. 10.6* Graphic Packaging Excess Benefit Plan, as amended and restated, effective as of January1, 2009. Filed as Exhibit10.22 to Registrants Annual Report on Form10-K filed on February23, 2010 and incorporated herein by reference. 10.7* Graphic Packaging Supplemental Retirement Plan, as amended and restated, effective as of January1, 2009. Filed as Exhibit10.23 to Registrants Annual Report on Form10-K filed on February23, 2010 and incorporated herein by reference. 10.8* 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. 10.9* Graphic Packaging International, Inc. Management Incentive Plan, as amended and restated as of December 5, 2016. Filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K filed on February 13, 2019 and incorporated herein by reference. 10.10 Master Services Agreement dated November29, 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. 10.11* Graphic Packaging International, Inc. Supplemental Plan for Participants in the Riverwood International Employees Retirement Plan, as amended and restated, effective as of January1, 2009. Filed as Exhibit10.36 to the Registrants Annual Report on Form10-K filed on February23, 2010 and incorporated herein by reference. 10.12* Riverwood International Change in Control Supplemental Retirement Plan, as amended and restated, effective as of January1, 2008. Filed as Exhibit10.37 to Graphic Packaging Holding Companys Annual Report on Form10-K filed on February23, 2010 and incorporated herein by reference. 10.13 Amended and Restated Form of Indemnification Agreement for Directors. Filed as Exhibit10.1 to the Registrants Quarterly Report on Form10-Q filed on November4, 2010 and incorporated herein by reference. 10.14* 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. 10.15* 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. 10.16 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 10.22 to the Registrant'sAnnual Report on Form 10-K filed on February 7, 2018and incorporated herein by reference. 10.17 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, 2016and incorporated herein by reference. 10.18* Fifth Amendment to the GPI Savings Plan as amended and restated, effective January 1, 2015. Filed as exhibit 10.24 to the Registrant's Annual Report on Form 10-K filed on February 8, 2017 and incorporated herein by reference. 10.19* GPI Savings Plan, as amended and restated effective January 1, 2015. Filed as Exhibit 10.32 to the Registrants Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference. 10.20* First Amendment to the GPI Savings Plan, effective January 1, 2015. Filed as Exhibit 10.33 to the Registrants Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference. 10.21* 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 Registrants Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference. 10.22* Graphic Packaging International, Inc. Executive Severance Plan dated as of February 25, 2014. Filed as Exhibit 10.39 to the Registrants Annual Report on Form 10-K filed on February 12, 2016 and incorporated herein by reference. 10.23* First Amendment to the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan effective January 1, 2017. Filed as exhibit 10.33 to the Registrant's Annual Report on Form 10-K filed on February 8, 2017 and incorporated herein by reference. 10.24 Local Country Agreement - European Union Addendum effective as of November 1, 2016 to the Master Services Agreement between Graphic Packaging International, Inc. and Dell Marketing, L.P., as amended. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on April 26, 2017 and incorporated herein by reference. 10.25 Third Amendment to Master Services Agreement dated as of November 1, 2016 between Graphic Packaging International, Inc. and Dell Marketing, L.P. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed on April 26, 2017 and incorporated herein by reference. 10.26 Fourth Amendment to Master Services Agreement dated as of March 1, 2017 between Graphic Packaging International, Inc. and NTT DATA Services, LLC, as successor-in-interest to Dell Marketing, L.P. Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed on April 26, 2017 and incorporated herein by reference. 10.27* First Amendment to the GPI US Consolidated Pension Plan, dated as of May 19, 2017 and effective as of January 1, 2017. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on July 26, 2017 and incorporated herein by reference. 10.28* Sixth Amendment to the GPI Savings Plan, dated as of June 27, 2017 and effective as of January 1, 2015. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed on July 26, 2017 and incorporated herein by reference. 10.29* Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan, as amended and restated effective November 1, 2017. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on October 25, 2017 and incorporated herein by reference. 10.30 Exchange Agreement dated as of January 1, 2018 by and among Graphic Packaging Holding Company, Graphic Packaging International Partners, LLC (formerly known as Gazelle Newco LLC), GPI Holding III, LLC and International Paper Company. Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 10.31 Governance Agreement dated as of January 1, 2018 by and among Graphic Packaging Holding Company, Graphic Packaging International Partners, LLC (formerly known as Gazelle Newco LLC), and International Paper Company. Filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 10.32 Tax Receivable Agreement dated as of January 1, 2018 by and among Graphic Packaging Holding Company, Graphic Packaging International Partners, LLC (formerly known as Gazelle Newco LLC), GPI Holding III, LLC and International Paper Company. Filed as Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 10.33 Registration Rights Agreement dated as of January 1, 2018 by and between Graphic Packaging Holding Company and International Paper Company. Filed as Exhibit 10.5 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 10.34 Restrictive Covenants Agreement dated as of January 1, 2018 by and between Graphic Packaging International Partners, LLC (formerly known as Gazelle Newco LLC) and International Paper Company. Filed as Exhibit 10.6 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 10.35 Third Amended and Restated Credit Agreement dated as of January 1, 2018 by and among Graphic Packaging International, LLC and certain subsidiaries thereof as Borrowers, the lenders and agents named therein, and Bank of America, N.A., as Administrative Agent. Filed as Exhibit 10.7 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 10.36 Amended and Restated Credit Agreement dated as of January 1, 2018 and effective as of January 8, 2018 by and among Graphic Packaging International, LLC, the lenders and agents named therein and Bank of America, N.A., as Administrative Agent. Filed as Exhibit 10.8 to the Registrants Current Report on Form 8-K filed on January 1, 2018 and incorporated herein by reference. 10.37* First Amendment to the Amended and Restated Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan effective January 1, 2018. Filed as Exhibit 10.51 to the Registrant's Annual Report on Form 10-K filed on February 7, 2018and incorporated herein by reference. 10.38* Second Amendment to the GPI US Consolidated Pension Plandated as of November8, 2017.Filed as Exhibit 10.52 to the Registrant's Annual Report on Form 10-K filed on February 7, 2018and incorporated herein by reference. 10.39* Third Amendment to the GPI US Consolidated Pension Plan effective as of January 1, 2018. Filed as Exhibit 10.53 to the Registrant's Annual Report on Form 10-K filed on February 7, 2018and incorporated herein by reference. 10.40* Seventh Amendment to the GPI Savings Plan effective as of January 1 2018. Filed as Exhibit 10.54 to the Registrant's Annual Report on Form 10-K filed on February 7, 2018 and incorporated herein by reference. 10.41* Eighth Amendment to the GPI Savings Plan effective as of January 1, 2018.Filed as Exhibit 10.55 to the Registrant's Annual Report on Form 10-K filed on February 7, 2018 and incorporated herein by reference. 10.42* Tenth Amendment to the GPI Savings Plan dated as of November 12, 2018. Filed as Exhibit 10.49 to the Registrant's Annual Report on Form 10-K filed on February 13, 2019 and incorporated herein by reference. 10.43* Fourth Amendment to the GPI US Consolidated Pension Plan dated as of December 20, 2018. Filed as Exhibit 10.50 to the Registrant's Annual Report on Form 10-K filed on February 13, 2019 and incorporated herein by reference. 10.44* Fifth Amendment to the GPI US Consolidated Pension Plan. 10.45 Ninth Amendment to the GPI Savings Plan. Filed as Exhibit 10.1 to the Registrant's Form 10-Q filed on July 24, 2018 and incorporated herein by reference. 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. 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.