GPK 10-K Annual Report Dec. 31, 2023 | Alphaminr
GRAPHIC PACKAGING HOLDING CO
ALPHAMINR

GPK 10-K Fiscal year ended Dec. 31, 2023

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GRAPHIC PACKAGING HOLDING CO
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 18 - Exit ActivitiesNote 4 - Business CombinationsNote 1 - Business Combinations, Exit Activities and Other Special Charges, NetNote 19 - Impairment and Divestiture Of Russian BusinessNote 15 - Business Segment and Geographic Area InformationNote 10 - Financial Instruments, Derivatives and Hedging ActivitiesNote 1 - Nature Of Business and Summary Of Significant Accounting PoliciesNote 14 - Environmental and Legal MatterItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsNote 14 - Environmental and Legal MattersItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 1 - General InformationNote 5 - DebtItem 7A. Quantitative and Qualitative Disclosure About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of Business and Summary Of Significant Accounting PoliciesNote 2. Supplemental Balance Sheet DataNote 3. Supplemental Cash Flow InformationNote 4. Business CombinationsNote 5. DebtNote 6. LeasesNote 7. Stock Incentive PlansNote 8. Pensions and Other Postretirement BenefitsNote 9. Income TaxesNote 10. Financial Instruments, Derivatives and Hedging ActivitiesNote 9 - Income TaxesNote 11. Fair Value MeasurementNote 12. Accumulated Other Comprehensive Income (loss)Note 13. CommitmentsNote 14. Environmental and Legal MattersNote 15. Business Segment and Geographic Area InformationNote 16. Earnings Per ShareNote 17. Changes in Accumulated Other Comprehensive LossNote 8 - Pensions and Other Postretirement BenefitsNote 18. Exit ActivitiesNote 19. Impairment and Divestiture Of Russian BusinessNote 20. Related Party TransactionsNote 21. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 SchedulesItem 16. Form 10-k Summary

Exhibits

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. 4.1 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. 4.2 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. 4.3 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. 4.4 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. 4.5 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. 4.6 Third Supplemental Indenture 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. 4.7 Fourth Supplemental Indenture dated March 6, 2020, by and among Graphic Packaging International, LLC, the guarantors listed therein and U.S. Bank National Association, as Trustee, with respect to the 3.5% Senior Notes due 2028. Filed as Exhibit 4.2 to the Registrants Form 8-K filed on March 6, 2020 and incorporated herein by reference. 4.8 Fifth Supplemental Indenture dated August 20, 2020, by and among Graphic Packaging International, LLC, the guarantors listed therein and U.S. Bank National Association, as Trustee, with respect to the 3.5% Senior Notes due 2029. Filed as Exhibit 4.2 to the Registrants Form 8-K filed on August 31, 2020 and incorporated herein by reference. 4.9 Sixth Supplemental Indenture dated as of March 8, 2021, by and among Graphic Packaging International, LLC, Graphic Packaging International Partners, LLC, the guarantors listed therein and U.S. Bank, N.A. (including the form of Note attached as an exhibit thereto). Filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference. 4.10 Seventh Supplemental Indenture, dated as of November 19, 2021, by and among Graphic Packaging International, LLC, Graphic Packaging International Partners, LLC, the guarantors listed therein and U.S. Bank, National Association (including the form of Note attached as an exhibit thereto). Filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on November 19, 2021 and incorporated herein by reference. 4.11 Eighth Supplemental Indenture, dated as of November 19, 2021, by and among Graphic Packaging International, LLC, Graphic Packaging International Partners, LLC, the guarantors listed therein, U.S. Bank, National Association, Elavon Financial Services DAC, UK Branch, and Elavon Financial Services DAC (including the form of Note attached as an exhibit thereto). Filed as Exhibit 4.3 to the Registrants Current Report on Form 8-K filed on November 19, 2021 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* 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. 10.3* 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. 10.4* 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. 10.5* 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. 10.6* Graphic Packaging International,LLCManagement Incentive Plan, effective as of January 1, 2024. 10.7* 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. 10.8 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. 10.9* 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. 10.10* 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. 10.11* 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. 10.12* 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. 10.13* 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. 10.14* 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. 10.15* 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. 10.16* 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. 10.17* Second Amendment to the GPI US Consolidated Pension Plandated as of November 8, 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. 10.18* 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. 10.19* 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. 10.20* Fifth Amendment to the GPI US Consolidated Pension Plan effective as of January 1, 2017. Filed as Exhibit 10.44 to the Registrant's Annual report on Form 10-K filed on February 11, 2020 and incorporated herein by reference. 10.21 Non-Participating Single Premium Group Annuity Contract Proposal dated January 16, 2020 by and among Graphic Packaging International, LLC, American General Life Insurance Company and The United States Life Insurance Company in the City of New York. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on April 21, 2020 and incorporated herein by reference. 10.22* Directors Non-Qualified Deferred Compensation Plan effective January 1, 2021. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on April 27, 2021 and incorporated herein by reference. 10.23 Consent and Waiver Agreement dated as of February 16, 2021 by and among Graphic Packaging International Partners, LLC, Graphic Packaging Holding Company, GPI Holding III, LLC and International Paper Company. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on February 16, 2021 and incorporated herein by reference. 10.24 Fourth Amended and Restated Credit Agreement dated as of April 1, 2021 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 10.1 to the Registrants Current Report on Form 8-K on April 1, 2021 and incorporated herein by reference. 10.25 Share Purchase Agreement dated May 12, 2021 among Sarcina Holdings S.a.r.l., the other sellers named therein and Graphic Packaging International Europe Holdings B.V. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 14, 2021 and incorporated herein by reference. 10.26 Consent and Waiver Agreement dated as of May 19, 2021 by and among Graphic Packaging International Partners, LLC, Graphic Packaging Holding Company, GPI Holding I, Inc. and International Paper Company. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 20, 2021 and incorporated herein by reference. 10.27 Incremental Facility Amendment by and among Graphic Packaging International, LLC, as Borrower, Graphic Packaging International Partners, LLC and Field Container Queretaro (USA), L.L.C., as Guarantors, Bank of America, N.A. as Administrative Agent and CoBank, ACB, as Incremental Term A-3 Lead Arranger and Incremental Term A-3 Lender. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on July 21, 2021 and incorporated herein by reference. 10.28 Amendment No. 1 to the Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated Guarantee and Collateral Agreement and Incremental Facility Amendment (Incremental Euro Tranche Increase and Incremental Euro Term Facility), 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 10.2 to the Registrants Current Report on Form 8-K filed on July 21, 2021 and incorporated herein by reference. 10.29 Incremental Facility Amendment by and among Graphic Packaging International, LLC, as Borrower, Graphic Packaging International Partners, LLC and Field Container Queretaro (USA), L.L.C. as Guarantors, Bank of America, N.A., as Administrative Agent and the Incremental Term A-4 Lenders party thereto, and acknowledged and agreed to by Graphic Packaging Holding Company. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on October 6, 2021 and incorporated herein by reference. 10.30* Amended and Restated GPI Savings Plan dated December 16, 2022 and effective January 1, 2023.Filed as Exhibit 10.55 to the Registrant'sAnnual Report on Form 10-Kfiled on February 9, 2023 and incorporated herein by reference. 10.31 Amendment No. 2 to Fourth Amended and Restated Credit Agreement dated November 4, 2022 among Graphic Packaging International, LLC, certain subsidiaries of Graphic Packaging International, LLC, Graphic Packaging International Partners, LLC, Graphic Packaging Holding Company, the several banks and other financial institutions parties to the amendment, and Bank of America, N.A., as administrative agent.Filed as Exhibit 10.56to the Registrants Annual Report on Form 10-K filed on February9, 2023and incorporated herein by reference. 10.32 Amendment No. 3 to the Fourth Amended and Restated Credit Agreement dated as of February 7, 2023 by and among Graphic Packaging International, LLC and certain subsidiaries thereof as borrowers and guarantors, Graphic Packaging International Partners, LLC , the lenders and agents named therein, Bank of America, N.A. as Administrative Agent, and acknowledged and agreed to by Graphic Packaging Holding Company.Filed as Exhibit 10.57to the Registrants Annual Report on Form 10-K filed on February 9, 2023 and incorporated herein by reference. 10.33 Amended and Restated Master Services Agreement between Graphic Packaging International, LLC and NTT Data Americas, Inc. dated December 15, 2023. 10.34* Second Amendment dated December 12, 2023 to the GPI Savings Plan (As Amended and Restated effective January 1, 2023). 14.1 Code of Business Conduct and Ethics dated as of December 23, 2020. Filed as Exhibit 14.1 to the Registrant's From 10-K filed on February, 22, 2022 and incorporated herein by reference. 19.1 Policy on Trading in Securities of Graphic Packaging Holding Company (As Amended and Restated as of July 27, 2023). 21.1 List of Subsidiaries. 22.1 Guarantors and Issuers of Guaranteed Securities. 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. 97.1 Graphic Packaging Holding Company Compensation Recoupment Policy effective November 15, 2023.