Graphic Packaging Holding Co. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Graphic Packaging Holding Co. has filed its annual report for the fiscal year ended December 31, 2023.</b>

AI Summary

GRAPHIC PACKAGING HOLDING CO (GPK) filed a Annual Report (10-K) with the SEC on February 21, 2024. Graphic Packaging Holding Co. filed its 2023 Form 10-K on February 21, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business is in the Paperboard Containers & Boxes industry. The company is incorporated in Delaware. Its headquarters are located in Atlanta, Georgia.

Why It Matters

For investors and stakeholders tracking GRAPHIC PACKAGING HOLDING CO, this filing contains several important signals. This 10-K filing provides a comprehensive overview of the company's financial performance, business operations, and risk factors for the fiscal year 2023. Investors and analysts can use this report to assess the company's financial health, strategic direction, and potential future performance.

Risk Assessment

Risk Level: medium — GRAPHIC PACKAGING HOLDING CO shows moderate risk based on this filing. The company operates in the paperboard containers and boxes industry, which can be subject to market fluctuations and competition, as detailed in its risk factors.

Analyst Insight

Review the detailed financial statements and risk factors in the 10-K to understand Graphic Packaging Holding Co.'s performance and outlook for 2024.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-02-21 — Filing Date (Date of submission)
• 149 — Public Document Count (Number of documents in the filing)
• 2650 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• GRAPHIC PACKAGING HOLDING CO (company) — Filer name
• 2023-12-31 (date) — Fiscal year end
• 2024-02-21 (date) — Filing date
• Atlanta, GA (location) — Business address
• 2650 (industry_code) — Standard Industrial Classification
• DE (location) — State of incorporation

FAQ

Industry Context

Graphic Packaging Holding Co. operates in the paperboard containers and boxes industry, a sector focused on producing packaging solutions for various consumer and industrial goods.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose material information about their business and financial condition.

What Investors Should Do

1. Analyze the financial statements for revenue, net income, and cash flow trends.
2. Review the business description and risk factors for insights into operational challenges and opportunities.
3. Examine any disclosed executive compensation details for alignment with company performance.

Key Dates

• 2024-02-21: 10-K Filing — Submission of the annual report for fiscal year 2023.

Year-Over-Year Comparison

This is the initial filing of the 2023 Form 10-K, providing the latest annual financial and operational data.

Key Financial Figures

• $0.01 — ange on Which Registered Common Stock, $0.01 par value per share GPK New York Stock
• $100 million — m Greif Packaging LLC for approximately $100 million. It is reported within the Paperboard M
• $264 m — ition of Bell Incorporated ("Bell") for $264 million, adding three packaging facilitie
• $500 million — to allow the Company to purchase up to $500 million of the Company's issued and outstanding
• $565 million — At December 31, 2023, the Company had $565 million available for additional repurchases un
• $123 m — 2 and 2021, GPHC paid cash dividends of $123 million, $92 million and $87 million, res
• $92 million — HC paid cash dividends of $123 million, $92 million and $87 million, respectively. Though t
• $87 m — idends of $123 million, $92 million and $87 million, respectively. Though the decisio

Filing Documents

• gpk-20231231.htm (10-K) — 2540KB
• exhibit106-mipdocument_eff.htm (EX-10.6) — 56KB
• exhibit1033-nttmasterservi.htm (EX-10.33) — 604KB
• exhibit1034-2ndamendgpihou.htm (EX-10.34) — 16KB
• exhibit19110k2024.htm (EX-19.1) — 37KB
• exhibit211-202310k.htm (EX-21.1) — 51KB
• exhibit22112-31x2023.htm (EX-22.1) — 14KB
• gpk202310kexhibit231.htm (EX-23.1) — 4KB
• gpkexhibit311-202310xk.htm (EX-31.1) — 10KB
• gpkexhibit312-202310xk.htm (EX-31.2) — 10KB
• gpkexhibit321-202310xk.htm (EX-32.1) — 4KB
• gpkexhibit322-202310xk.htm (EX-32.2) — 4KB
• exhibit971-compensationrec.htm (EX-97.1) — 53KB
• gpk-20231231_g1.jpg (GRAPHIC) — 154KB
• gpk-20231231_g2.gif (GRAPHIC) — 2KB
• image_0a.jpg (GRAPHIC) — 9KB
• image_4a.jpg (GRAPHIC) — 0KB
• 0001408075-24-000012.txt (&nbsp;) — 17273KB
• gpk-20231231.xsd (EX-101.SCH) — 103KB
• gpk-20231231_cal.xml (EX-101.CAL) — 189KB
• gpk-20231231_def.xml (EX-101.DEF) — 572KB
• gpk-20231231_lab.xml (EX-101.LAB) — 1301KB
• gpk-20231231_pre.xml (EX-101.PRE) — 933KB
• gpk-20231231_htm.xml (XML) — 2805KB

BUSINESS

BUSINESS 4 ITEM 1A.

RISK FACTORS

RISK FACTORS 12 ITEM 1B. UNRESOLVED STAFF COMMENTS 15

C

ITEM 1 C . C YBERSECURITY 15 ITEM 2.

PROPERTIES

PROPERTIES 16 ITEM 3 .

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 19 ITEM 4. MINE SAFETY DISCLOSURES 19 EXECUTIVE OFFICERS OF THE REGISTRANT 20 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 21 ITEM 6. [RESERVED] 22 ITEM 7 .

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23 ITEM 7 A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 36 ITEM 8 .

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 37 ITEM 9 . CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 84

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 84 ITEM 9 B. OTHER INFORMATION 84 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 84 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 85

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 85

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 85

3

ITEM 1 3 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 85

4

ITEM 1 4 . PRINCIPAL ACCOUNTANT FEES AND SERVICES 85 PART IV

5

ITEM 1 5 . EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 86

FORM 10-K SUMMARY 90

ITEM 16. FORM 10-K SUMMARY 90

SIGNATURES

SIGNATURES 91 2 INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS Certain statements regarding the expectations of Graphic Packaging Holding Company ("GPHC" and, together with its subsidiaries, the "Company"), including, but not limited to, capital investment, depreciation and amortization expense and pension plan contributions for 2024, in this report constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company's historical experience and its present expectations. These risks and uncertainties include, but are not limited to, inflation of and volatility in raw material and energy costs, changes in consumer buying habits and product preferences, competition with other paperboard manufacturers and converters, product substitution, the Company's ability to implement its business strategies, the Company's ability to successfully integrate acquisitions, productivity initiatives and cost reduction plans, the Company's debt level, currency movements and other risks of conducting business internationally, and the impact of regulatory and litigation matters, including those that could impact the Company's ability to utilize its U.S. federal income tax attributes to offset taxable income or U.S. federal income taxes and those that impact the Company's ability to protect and use its intellectual property. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements, except as may be required by law. 3 PART I

BUSINESS

ITEM 1. BUSINESS Overview Graphic Packaging Holding Company ("GPHC" and, together with its subsidiaries, the "Company") is committed to providing consumer packaging that makes a world of difference. The Company, a leading sustainable consumer packaging provider, operates on a global basis, is one of the largest producers of cartons and containers for the packaging of consumer goods and paperboard-based foodservice packaging solutions in the United States ("U.S.") and Europe, and holds leading market positions in paperboard used to produce consumer packaging solutions, including recycled, unbleached and bleached paperboard. The Company's customers include many of the world's most widely recognized companies and brands with prominent market positions in beverage, food, foodservice and other consumer products. The Company strives to provide innovative paperboard packaging solutions preferred by consumers. The Company delivers marketing and performance benefits to its customers through its global packaging network, its proprietary carton and packaging designs, and its commitment to quality, service, and environmental stewardship. Acquisitions, Closures, and Dispositions The Company has successfully completed several acquisitions in the past three years and expects to pursue acquisition opportunities in the future as part of its overall growth strategy. 2023 In January 2023, the Company completed the acquisition of Tama Paperboard, LLC ("Tama"), a recycled paperboard manufacturing facility located in Tama, Iowa, from Greif Packaging LLC for approximately $100 million. It is reported within the Paperboard Manufacturing reportable segment. Subsequently, in the second quarter of 2023, the Company closed this facility. For more information, see " Note 18 - Exit Activities " in the Notes to Consolidated Financial Statements included herein under "Item 8., Financial Statements and Supplementary Data." During 2023, the Company decided to close multiple packaging

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