10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 033-80475

GRAPHIC PACKAGING INTERNATIONAL, LLC

(Exact name of registrant as specified in its charter)

Delaware	84-0772929
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1500 Riveredge Parkway, Suite 100
Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip Code)

(770) 240-7200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Smaller reporting company o
Non-accelerated filer þ (Do not check if a smaller reporting company)		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Information Concerning Forward-Looking Statements

Certain statements regarding the expectations of Graphic Packaging International, LLC (“GPIL” and, together with its subsidiaries, the “Company”), including, but not limited to, the reclassification of gains on derivative instruments, capital investment, depreciation and amortization, interest expense, pension plan contributions and postretirement health care benefit payments, 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 product substitution, the Company’s ability to implement its business strategies, including strategic acquisitions, productivity initiatives and cost reduction plans, the Company's ability to successfully integrate acquisitions, including the North America Consumer Packaging business of International Paper Company (the "NACP Combination"), 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 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. Additional information regarding these and other risks is contained in Part I, “Item 1A., Risk Factors” of our ultimate parent, Graphic Packaging Holding Company’s 2017 Annual Report on Form 10-K, and in other filings with the Securities and Exchange Commission.

2

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	4
ITEM 1. FINANCIAL STATEMENTS	4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	37
ITEM 4. CONTROLS AND PROCEDURES	38
PART II — OTHER INFORMATION	38
ITEM 1. LEGAL PROCEEDINGS	38
ITEM 1A. RISK FACTORS	38
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38
ITEM 4. MINE SAFETY DISCLOSURES	38
ITEM 6. EXHIBITS	38
SIGNATURES	40
EX-31.1
EX-31.2
EX-32.1
EX-32.2
XBRL Content

3

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GRAPHIC PACKAGING INTERNATIONAL, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In millions, except per share amounts	2018			2017			2018			2017
Net Sales	$	1,509.3		$	1,094.7		$	2,985.3		$	2,156.2
Cost of Sales	1,273.4			920.9			2,526.9			1,810.5
Selling, General and Administrative	114.7			84.3			235.8			176.2
Other Expense (Income), Net	2.5			(0.4		)	3.4			(0.6		)
Business Combinations and Shutdown and Other Special Charges, Net	8.6			6.1			17.9			14.7
Income from Operations	110.1			83.8			201.3			155.4
Nonoperating Pension and Postretirement Benefit Income	4.1			3.8			8.3			7.7
Interest Expense, Net	(30.3		)	(22.5		)	(59.1		)	(43.8		)
Loss on Modification or Extinguishment of Debt	—			—			(1.9		)	—
Income before Income Taxes and Equity Income of Unconsolidated Entity	83.9			65.1			148.6			119.3
Income Tax Expense	(3.1		)	(23.6		)	(5.8		)	(41.2		)
Income before Equity Income of Unconsolidated Entity	80.8			41.5			142.8			78.1
Equity Income of Unconsolidated Entity	0.4			0.5			0.7			0.9
Net Income	81.2			42.0			143.5			79.0

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

4

GRAPHIC PACKAGING INTERNATIONAL, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In millions	2018			2017			2018			2017
Net Income	$	81.2		$	42.0		$	143.5		$	79.0
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments	3.1			(2.0		)	2.0			(3.9		)
Pension and Postretirement Benefit Plans	1.1			0.8			2.0			1.5
Currency Translation Adjustment	(30.9		)	17.2			(10.8		)	36.1
Total Other Comprehensive (Loss) Income, Net of Tax	(26.7		)	16.0			(6.8		)	33.7
Total Comprehensive Income	$	54.5		$	58.0		$	136.7		$	112.7

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

5

GRAPHIC PACKAGING INTERNATIONAL, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In millions, except share and per share amounts	June 30, 2018			December 31, 2017
ASSETS
Current Assets:
Cash and Cash Equivalents	$	49.2		$	44.1
Receivables, Net	698.2			418.3
Inventories, Net	989.9			634.0
Other Current Assets	68.0			38.8
Total Current Assets	1,805.3			1,135.2
Property, Plant and Equipment, Net	3,114.9			1,867.2
Goodwill	1,557.9			1,323.0
Intangible Assets, Net	507.5			436.5
Other Assets	74.4			58.2
Total Assets	$	7,060.0		$	4,820.1
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	51.5		$	61.3
Accounts Payable	629.4			515.3
Compensation and Employee Benefits	150.0			113.4
Other Accrued Liabilities	169.1			133.9
Total Current Liabilities	1,000.0			823.9
Long-Term Debt	2,924.3			2,213.2
Deferred Income Tax Liabilities	24.4			29.0
Accrued Pension and Postretirement Benefits	75.4			80.0
Other Noncurrent Liabilities	150.0			103.9
MEMBER'S INTEREST
Member's Interest	3,240.5			1,917.9
Accumulated Other Comprehensive Loss	(354.6		)	(347.8		)
Total Member's Interest	2,885.9			1,570.1
Total Liabilities and Member's Interest	$	7,060.0		$	4,820.1

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

6

GRAPHIC PACKAGING INTERNATIONAL, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30,
In millions	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	143.5		$	79.0
Non-cash Items Included in Net Income:
Depreciation and Amortization	221.1			150.2
Deferred Income Taxes	(4.0		)	30.7
Amount of Postretirement Expense Less Than Funding	(1.9		)	(15.4		)
Other, Net	23.0			(4.5		)
Changes in Operating Assets and Liabilities	(659.5		)	(343.9		)
Net Cash Used in Operating Activities	(277.8		)	(103.9		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(167.3		)	(135.8		)
Packaging Machinery Spending	(6.1		)	(8.7		)
Acquisition of Businesses, Net of Cash Acquired	3.4			—
Beneficial Interest on Sold Receivables	624.0			284.5
Beneficial Interest Obtained in Exchange for Proceeds	(150.9		)	(15.5		)
Other, Net	(3.4		)	(2.3		)
Net Cash Provided by Investing Activities	299.7			122.2
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(134.1		)	(12.5		)
Borrowings under Revolving Credit Facilities	961.1			502.3
Payments on Revolving Credit Facilities	(779.4		)	(449.0		)
Debt Issuance Costs	(7.9		)	—
Dividends Paid	—			(116.5		)
Membership Distribution	(57.4		)	—
Other, Net	1.7			9.1
Net Cash Used in Financing Activities	(16.0		)	(66.6		)
Effect of Exchange Rate Changes on Cash	(0.8		)	1.7
Net Increase (Decrease) in Cash and Cash Equivalents	5.1			(46.6		)
Cash and Cash Equivalents at Beginning of Period	44.1			59.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	49.2		$	12.5
Non-cash Investing Activities:
Beneficial Interest Obtained in Exchange for Trade Receivables	$	583.9		$	280.6
Non-cash Investment in NACP Combination	1,235.7			—
Non-cash Investing Activities	$	1,819.6		$	280.6
Non-cash Financing Activities:
Non-cash Financing of NACP Combination	$	660.0		$	—
Non-Cash Financing Activities	$	660.0		$	—

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

7

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — GENERAL INFORMATION

Nature of Business and Basis of Presentation

On December 29, 2017, Graphic Packaging International, Inc. ("GPII"), the primary operating subsidiary of Graphic Packaging Holding Company, a Delaware corporation (“GPHC”), underwent a statutory conversion and became a Delaware limited liability company. As a result, GPII’s name changed to Graphic Packaging International, LLC (“GPIL”).

On January 1, 2018, GPHC, International Paper Company, a New York corporation (“IP”), Graphic Packaging International Partners, LLC ("GPIP") and GPIL, completed a series of transactions pursuant to an agreement dated October 23, 2017, among the foregoing parties (the “Transaction Agreement”). Pursuant to the Transaction Agreement (i) a wholly-owned subsidiary of GPHC transferred its ownership interest in GPIL to GPIP; (ii) IP transferred its North America Consumer Packaging (“NACP”) business to GPIP, which was then subsequently transferred to GPIL; (iii) GPIP issued membership interests to IP, and IP was admitted as a member of GPIP; and (iv) GPIL assumed certain indebtedness of IP (the "NACP Combination”). GPIL is currently wholly-owned by GPIP, which is owned by GPI Holding III, LLC, a limited liability company that is classified as a partnership for U.S. Federal income tax purposes ("GPI Holding”) and IP. GPI Holding is a wholly-owned indirect subsidiary of GPHC and is the managing member of GPIP.

At closing of the NACP Combination, GPIP issued 309,715,624 common units or 79.5% of the membership interests in GPIP to GPI Holding and 79,911,591 common units or 20.5% of the membership interests in GPIP to IP. Subject to certain restrictions, the common units held by IP are exchangeable into shares of common stock of GPHC or cash.

The following diagram illustrates the ownership structure of the Company immediately subsequent to the transactions described above (not including subsidiaries of GPIL):

8

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

GPIL (together with its subsidiaries, the “Company”) is committed to providing consumer packaging that makes a world of difference. The Company is a leading provider of paper-based packaging solutions for a wide variety of products to food, beverage, foodservice and other consumer products companies. The Company operates on a global basis and is one of the largest producers of folding cartons in the United States (“U.S.”) and holds leading market positions in coated unbleached kraft paperboard (“CUK”), coated-recycled paperboard (“CRB”) and solid bleached sulfate paperboard (“SBS”).

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 its customers with packaging solutions designed to deliver marketing and performance benefits at a competitive cost by capitalizing on its low-cost paperboard mills and converting facilities, its proprietary carton and packaging designs, and its commitment to quality and service.

The Company’s Condensed Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in consolidation. The financial statements presented for 2017 are the Condensed Consolidated Financial Statements of GPIL (GPII prior to the December 29, 2017 conversion). The December 31, 2017, Condensed Consolidated Balance Sheet is for GPIL following conversion. The difference in ownership structure impacts comparability primarily in the areas of equity and income taxes.

In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year end Condensed Consolidated Balance Sheet data was derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Because GPII was a wholly-owned subsidiary of GPHC for the six months endedJune 30, 2017 and the conversion of GPII to GPIL did not occur until December 29, 2017, these Condensed Consolidated Financial Statements should be read in conjunction with GPHC’s Form 10-K for the year ended December 31, 2017. In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known.

For a summary of the Company’s significant accounting policies, please refer to GPHC’s Form 10-K for the year ended December 31, 2017.

Revenue Recognition

The Company has two primary activities from which it generates revenue from contracts with customers, and revenue is disaggregated primarily by geography and type of activity as further explained in "Note 10-Segments." All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty of revenue and related cash flows.

Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the performance obligation by transferring control over the product or service to a customer, which is generally based on shipping terms and passage of title under the point-in-time method of recognition. For the three months ended June 30, 2018 and 2017, the Company recognized $1,506.2 million and $1,089.4 million, respectively, of revenue from contracts with customers. For the six months endedJune 30, 2018 and 2017, the Company recognized $2,977.0 million and $2,145.8 million, respectively, of revenue from contracts with customers.

The transaction price allocated to each performance obligation consists of the stand alone selling price, estimates of rebates and other sales or contract renewal incentives, and cash discounts and sales returns ("Variable Consideration"). Estimates are made for Variable Consideration based on contract terms and historical experience of actual results and are applied to the performance obligations as they are settled. Purchases by the Company’s principal customers are manufactured and shipped with minimal lead time, therefore performance obligations are generally settled shortly after manufacturing and shipment.

The Company's contract assets consist primarily of contract renewal incentive payments to customers which are amortized over the period in which performance obligations related to the contract renewal are satisfied. As of June 30, 2018 and December 31, 2017 contract assets were $23.1 million and $11.7 million, respectively. The Company's contract liabilities consist principally of rebates, and as of June 30, 2018 and December 31, 2017 were $41.5 million and $28.6 million, respectively.

The Company did not have a material amount relating to backlog orders at June 30, 2018 or December 31, 2017.

9

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accounts Receivable and Allowances

The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party financial institutions. Transfers under these agreements meet the requirements to be accounted for as sales in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification"). The loss on sale is not material and is included in Other Expense (Income), Net on the Condensed Consolidated Statement of Operations. The following table summarizes the activity under these programs as of June 30, 2018 and 2017, respectively:

	Six Months Ended
	June 30,
In millions	2018			2017
Receivables Sold and Derecognized	$	1,669.6		$	683.2
Proceeds Collected on Behalf of Financial Institutions	1,632.0			644.3
Net Proceeds (Paid to) Received From Financial Institutions	(51.5		)	29.9
Deferred Purchase Price(a)	202.4			38.3

^(a) Included in Receivables, Net and represents receivables from the financial institution which have purchasing and servicing of receivable agreements, which is a Level 3 fair value measure.

The Company has also entered into various factoring and supply chain financing arrangements, which also qualify for sale accounting in accordance with the Transfers and Servicing topic of the FASB Codification. For the six months endedJune 30, 2018 and 2017, the Company sold receivables of approximately $57 million and $34 million, respectively, related to these factoring arrangements.

Receivables sold under all programs subject to continuing involvement, which consist principally of collection services, at June 30, 2018 and December 31, 2017, were approximately $621 million and $583 million, respectively.

Business Combinations and Shutdown and Other Special Charges, Net

The following table summarizes the transactions recorded in Business Combinations and Shutdown and Other Special Charges, Net in the Condensed Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
In millions	2018		2017		2018			2017
Charges Associated with Business Combinations	$	6.6	$	5.4	$	16.6		$	9.3
Shutdown and Other Special Charges	2.0		0.7		2.8			5.4
Gain on Sale of Assets	—		—		(1.5		)	—
Total	$	8.6	$	6.1	$	17.9		$	14.7

2018

On June 12, 2018, the Company acquired substantially all the assets of PFP, LLC and its related entity, PFP Dallas Converting, LLC (collectively, "PFP"), a converter focused on the production of paperboard based air filter frames. The acquisition includes two facilities located in Lebanon, Tennessee and Lancaster, Texas. PFP is included in the Americas Paperboard Packaging reportable segment.

On January 1, 2018, the Company completed the NACP Combination. The NACP business produces SBS paperboard and paper-based foodservice products. The NACP business includes two SBS mills located in Augusta, Georgia and Texarkana, Texas (included in Paperboard Mills reportable segment), three converting facilities in the U.S. (included in Americas Paperboard Packaging reportable segment) and one in the United Kingdom ("U.K.") (included in the Europe Paperboard Packaging reportable segment).

2017

On December 1, 2017, the Company acquired the assets of Seydaco Packaging Corp. and its affiliates National Carton and Coating Co., and Groupe Ecco Boites Pliantes Ltée (collectively, "Seydaco"), a folding carton producer focused on the foodservice, food, personal care, and household goods markets. The acquisition includes three folding carton facilities located in Mississauga, Ontario, St.-Hyacinthe, Québec, and Xenia, Ohio.

10

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On December 1, 2017, the Company closed its coated recycled paperboard mill in Santa Clara, California. This decision was made as a result of a thorough assessment of the facility's manufacturing capabilities and associated costs in the context of the Company's overall mill operating capabilities and cost structure. The financial impact is reflected in Shutdown and Other Special Charges in the table above.

On October 4, 2017, the Company acquired Norgraft Packaging, S.A., ("Norgraft"), a leading folding carton producer in Spain focused on the food and household goods markets. The acquisition includes two folding carton facilities located in Miliaño and Requejada, Spain.

On July 10, 2017, the Company acquired substantially all the assets of Carton Craft Corporation and its affiliate Lithocraft, Inc (collectively, "Carton Craft"). The acquisition includes two folding carton facilities located in New Albany, Indiana, focused on the production of paperboard based air filter frames and folding cartons.

The Seydaco, Norgraft, and Carton Craft transactions are referred to collectively as the "2017 Acquisitions." Seydaco and Carton Craft are included in the Americas Paperboard Packaging Segment. Norgraft is included in the Europe Paperboard Packaging Segment.

Charges associated with the NACP Combination and 2017 Acquisitions are reflected in Charges Associated with Business Combinations in the above table.

For more information regarding the above acquisitions see "Note 3 - Business Combinations."

Adoption of New Accounting Standards

Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2017-09, Compensation - Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715); Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU require the service cost component of net periodic benefit cost be reported in the same income statement line or lines as other compensation costs for employees. The other components of net periodic benefit cost are required to be reported separately from service costs and outside a subtotal of income from operations. Only the service cost component is eligible for capitalization. The adoption of this ASU was applied retrospectively for the reclassification of net periodic benefit expense, excluding service costs, in the Condensed Consolidated Statement of Operations. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this ASU provide guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This ASU was adopted prospectively and did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU provide guidance on how certain cash receipts and payments should be presented in the statement of cash flows and was applied retrospectively. This ASU requires the Company to classify consideration received for beneficial interest obtained for selling trade receivables as investing instead of operating activities. The retrospective impact on the Company's consolidated statement of cash flows for the six months ended June 30, 2017 was a $269.0 million decrease to cash provided by operating activities and a corresponding increase to cash provided by investing activities.

Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective approach. Adoption of ASU No. 2014-09 requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considered whether the adoption may require acceleration of revenue for products produced by the Company without an alternative use and when the Company would have a legally enforceable right of payment. The Company has determined that it does not have an enforceable right of payment for products produced but not yet shipped and recognizes all revenue under the point in time method. The adoption of ASU No. 2014-09 did not have a material impact on the Company's financial position, results of operations and cash flows.

Accounting Standards Not Yet Adopted

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial position, results of operations and cash flows.

11

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In January 2017, the FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 of the goodwill impairment model. Step 2 measures a goodwill impairment loss by comparing the implied value of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized is limited to the amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company has formed an implementation team including representatives from finance, information technology and supply chain to assist in the implementation of this standard. A software solution has been determined and the Company is gathering information on all of its leases. The Company is evaluating the impact of adoption on the Company's financial position, results of operation and cash flows.

NOTE 2 — INVENTORIES, NET

Inventories, Net by major class:

In millions	June 30, 2018		December 31, 2017
Finished Goods	$	408.6	$	240.5
Work in Progress	106.6		74.1
Raw Materials	318.6		229.4
Supplies	156.1		90.0
Total	$	989.9	$	634.0

NOTE 3 — BUSINESS COMBINATIONS

On January 1, 2018, the Company completed the NACP Combination. The NACP business produces SBS paperboard and paper-based foodservice products. The NACP business includes two SBS mills located in Augusta, Georgia and Texarkana, Texas, three converting facilities in the U.S. and one in the U.K.

Total consideration for the NACP Combination, including debt assumed of $660 million, was $1.9 billion. The acquisition accounting for the NACP Combination is preliminary based on the estimated fair values as of the combination date and is subject to adjustments in subsequent periods once the third party valuations are finalized. Management believes that the purchase price attributable to goodwill represents the benefits expected as the acquisition was made to continue to expand the Company's product offering, integrate paperboard from the Company's mills and to further optimize the Company's supply chain footprint.

On June 12, 2018, the Company completed the PFP acquisition. The Company paid approximately $34 million using existing cash and borrowings under the line of credit. The acquisition includes two manufacturing facilities in Lebanon, Tennessee and Lancaster, Texas, focused on the production of paperboard-based air filter frames.

The Company expects that goodwill related to the NACP Combination will not be deductible for tax purposes. The Company expects that goodwill related to the PFP acquisition will be deductible for tax purposes.

12

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The preliminary acquisition accounting for the NACP Combination and PFP acquisition is as follows:

In millions	Amounts Recognized as of Acquisition Dates		Measurement Period Adjustments			Amounts Recognized as of Acquisition Dates (as adjusted)
Purchase Price	$	1,270.2	$	(41.3	)	$	1,228.9
Assumed Debt	660.0		—			660.0
Total Purchase Consideration	$	1,930.2	$	(41.3	)	$	1,888.9
Receivables, Net	145.3		—			145.3
Inventories, Net	300.4		—			300.4
Other Current Assets	20.9		—			20.9
Property, Plant and Equipment, Net	1,221.6		12.5			1,234.1
Intangible Assets, Net (a)	103.6		0.2			103.8
Other Assets	6.0		—			6.0
Total Assets Acquired	1,797.8		12.7			1,810.5
Accounts Payable	112.6		—			112.6
Compensation and Employee Benefits	20.7		—			20.7
Current Liabilities	12.4		—			12.4
Other Noncurrent Liabilities	10.1		—			10.1
Total Liabilities Assumed	155.8		—			155.8
Net Assets Acquired	1,642.0		12.7			1,654.7
Goodwill	288.2		(54.0		)	234.2
Total Estimated Fair Value of Net Assets Acquired	$	1,930.2	$	(41.3	)	$	1,888.9

^(a) Intangible Assets, Net consists of customer relationships with a weighted average life of approximately 20 years.

The following unaudited pro forma consolidated results of operations data assumes that the NACP Combination occurred as of the beginning of the period presented. This pro forma data is based on historical information and does not necessarily reflect the actual results that would have occurred, nor is it indicative of future results of operations. 

	Three Months Ended		Six Months Ended
	June 30,		June 30,
In millions, except per share data	2017		2017
Net Sales	$	1,471.8	$	2,899.6
Net Income	34.1		85.8

Net Sales and Income from Operations from the NACP Combination was $360.1 million and $34.9 million, respectively for the three months ended June 30, 2018. Net Sales and Income from Operations from the NACP Combination was $719.6 million and $55.8 million, respectively, for the six months endedJune 30, 2018.

Total Assets increased as a result of the NACP Combination for the Paperboard Mills and Americas Paperboard Packaging reportable segments by approximately $1.5 billion and $0.6 billion, respectively, as compared to December 31, 2017.

In connection with the NACP Combination, the Company entered into agreements with IP for transition services, fiber procurement and corrugated products and ink supply.  Payments to IP for the six months ended June 30, 2018 under these agreements were $14.6 million, $8.5 million and $14.7 million, respectively.  In addition, approximately $5 million of payments were made for purchases unrelated to these agreements.

13

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As disclosed in "Note 1 - General Information,"in 2017, the Company acquired Seydaco, Norgraft, and Carton Craft, which are referred to collectively as the "2017 Acquisitions." Seydaco and Carton Craft are included in the Americas Paperboard Packaging Segment. Norgraft is included in the Europe Paperboard Packaging Segment. The Company paid approximately $189 million, net of cash acquired, for the 2017 Acquisitions using existing cash and borrowings under its revolving line of credit, and assumed debt of approximately $14 million. During the second quarter of 2018, the Company made valuation adjustments of $0.5 million for Carton Craft, which was recorded to goodwill. In the first quarter of 2018, the Company paid an additional $2.4 million related to the working capital true-up for Seydaco, which was recorded to goodwill.

NOTE 4 — DEBT

For more information regarding the Company’s debt, see “Note 5 — Debt”of the Notes to Consolidated Financial Statements in GPHC’s 2017 Form 10-K.

Long-Term Debt is comprised of the following:

In millions	June 30, 2018		December 31, 2017
Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.18%, payable in 2024	$	300.0	$	300.0
Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022	250.0		250.0
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.78%, payable in 2021	425.0		425.0
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (3.48% at June 30, 2018) payable through 2023	1,450.9		925.0
Senior Secured Revolving Facilities with interest payable at floating rates (3.11% at June 30, 2018) payable in 2023	493.6		319.0
Capital Lease Obligations	28.6		30.0
Other	26.7		28.9
Total Long-Term Debt	2,974.8		2,277.9
Less: Current Portion	38.5		52.2
	2,936.3		2,225.7
Less: Unamortized Deferred Debt Issuance Costs	12.0		12.5
Total	$	2,924.3	$	2,213.2

At June 30, 2018, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities:

In millions	Total Commitments		Total Outstanding		Total Available
Senior Secured Domestic Revolving Credit Facility(a)	$	1,450.0	$	389.6	$	1,033.4
Senior Secured International Revolving Credit Facility	183.7		104.0		79.7
Other International Facilities	65.5		37.2		28.3
Total	$	1,699.2	$	530.8	$	1,141.4

^(a)  In accordance with its debt agreements, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $27.0 million as of June 30, 2018. These letters of credit are primarily used as security against its self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through 2019 unless extended.

In connection with the consummation of the NACP Combination, the Company entered into a Third Amended and Restated Credit Agreement dated January 1, 2018 (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement effected an “amend and extend” transaction with respect to the Company’s existing senior credit facility by which, among other things: (i) the maturity date thereof was extended to January 1, 2023, (ii) the U.S. dollar commitment portion increased by $75 million, (iii) the applicable margin interest rate pricing grid levels were changed from those set forth in the prior credit facility, (iv) certain negative covenants contained in the prior credit facility were relaxed, and (v) certain amendments were effected so as to accommodate the transactions with IP.

14

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In addition to the Amended and Restated Credit Agreement, on January 1, 2018 the Company assumed the term loan indebtedness previously incurred by IP (the “Term Loan Credit Agreement”) in an aggregate amount of $660 million, repayable pursuant to the same amortization schedule (expressed as a percentage of the principal amount thereof) as the Term Loan A under the Amended and Restated Credit Agreement and has the same maturity date of January 1, 2023. The applicable margin interest rate pricing grid, covenants and other terms are substantially equivalent to those contained in the Amended and Restated Credit Agreement. The Term Loan Credit Agreement is secured by a lien and security interest in substantially all of the assets of the Company on a pari passu basis with the liens and security interests securing the Amended and Restated Credit Agreement pursuant to the terms of a customary intercreditor agreement among the parties. The Amended and Restated Credit Agreement and Term Loan Credit Agreement are collectively referred as the "Credit Agreement."

The Credit Agreement is guaranteed by GPIP and certain domestic subsidiaries, and the 4.75% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 4.125% Senior Notes due 2024 are guaranteed by GPHC. The Credit Agreement and the indentures governing the 4.75% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 4.125% Senior Notes due 2024 (the “Indentures”) limit the Company's ability to incur additional indebtedness. Additional covenants contained in the Credit Agreement and the Indentures may, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase stock, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indenture, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Such restrictions could limit the Company’s ability to respond to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities.

As of June 30, 2018, the Company was in compliance with the covenants in the Credit Agreement and the Indentures.

NOTE 5 — EQUITY COMPENSATION

The Company compensates its employees with grants of restricted stock units (“RSUs”) under the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan (the “2014 Plan”). Compensation costs related to the grants are recognized in the Consolidated Statements of Operations with a corresponding adjustment to Member's Interest. Under the 2014 Plan, GPHC may also grant to the Company's employees stock options, stock appreciation rights, restricted stock, and other types of stock-based and cash awards. Awards under the 2014 Plan generally vest and expire in accordance with terms established at the time of grant. Shares issued pursuant to awards under the 2014 Plan are from GPHC's authorized but unissued shares. Compensation costs are recognized on a straight-line basis over the requisite service period of the award.

Stock Awards, Restricted Stock and Restricted Stock Units

Under the 2014 Plan, all RSUs generally vest and become payable in three years from date of grant. RSUs granted to employees generally contain either performance conditions based on various financial targets or service requirements that must be met for the shares to vest.

Data concerning RSUs granted in the first six months of 2018 is as follows:

	RSUs	Weighted Average Grant Date Fair Value Per Share
RSUs — Employees	1,504,630	$	14.82
Stock Awards — Board of Directors	51,226	$	15.03

During the six months endedJune 30, 2018 and 2017, $8.0 million and $0.9 million, respectively, were charged to compensation expense for stock incentive plans.

During the six months endedJune 30, 2018 and 2017, approximately 0.6 million and 1.0 million GPHC shares were issued, respectively. The shares issued were primarily related to RSUs granted during 2015 and 2014, respectively.

15

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 — PENSIONS AND OTHER POSTRETIREMENT BENEFITS

The Company maintains both defined benefit pension plans and postretirement health care plans that provide medical and life insurance coverage to eligible salaried and hourly retired employees in North America and their dependents. The Company maintains international defined benefit pension plans which are either noncontributory or contributory and are funded in accordance with applicable local laws. Pension or termination benefits are based primarily on years of service and the employee's compensation.

Pension and Postretirement Expense

The pension and postretirement expenses related to the Company’s plans consisted of the following:

	Pension Benefits												Postretirement Health Care Benefits
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
In millions	2018			2017			2018			2017			2018			2017			2018			2017
Components of Net Periodic Cost:
Service Cost	$	4.6		$	1.9		$	9.2		$	4.5		$	0.1		$	0.2		$	0.3		$	0.4
Interest Cost	10.5			10.6			21.0			21.2			0.3			0.4			0.6			0.7
Administrative Expenses	0.1			—			0.2			—			—			—			—			—
Expected Return on Plan Assets	(15.9		)	(15.9		)	(31.9		)	(31.9		)	—			—			—			—
Amortization:
Prior Service Cost (Credit)	0.1			0.2			0.2			0.3			—			—			(0.1		)	(0.1		)
Actuarial Loss (Gain)	1.4			1.5			2.8			3.2			(0.4		)	(0.6		)	(0.9		)	(1.1		)
Net Periodic Cost (Benefit)	$	0.8		$	(1.7	)	$	1.5		$	(2.7	)	$	—		$	—		$	(0.1	)	$	(0.1	)

Employer Contributions

The Company made contributions of $2.0 million and $11.4 million to its pension plans during the first six months of 2018 and 2017, respectively. The Company expects to make contributions of $5 million to $10 million for the full year 2018. During 2017, the Company made $119.1 million of contributions to its pension plans.

The Company made postretirement health care benefit payments of $1.3 million and $1.2 million during the first six months of 2018 and 2017, respectively. The Company estimates its postretirement health care benefit payments for the full year 2018 to be approximately $3 million. During 2017, the Company made postretirement health care benefit payments of $2.2 million.

NOTE 7 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT

The Company enters into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments under the Derivatives and Hedging topic of the FASB Codification and those not designated as hedging instruments under this guidance. The Company uses interest rate swaps, natural gas swap contracts, and forward exchange contracts. These derivative instruments are designated as cash flow hedges and, to the extent they are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in Accumulated Other Comprehensive Loss. These changes in fair value will subsequently be reclassified to earnings, contemporaneously with and offsetting changes in the related hedged exposure.

For more information regarding the Company’s financial instruments and fair value measurement, see “Note 9 — Financial Instruments, Derivatives and Hedging Activities” and “Note 10 — Fair Value Measurement” of the Notes to Consolidated Financial Statements of GPHC’s 2017 Form 10-K.

16

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Interest Rate Risk

The Company uses interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan facility. Changes in fair value will subsequently be reclassified into earnings as a component of Interest Expense, Net as interest is incurred on amounts outstanding under the term loan facility. The following table summarizes the Company's current interest rate swap positions for each period presented as of June 30, 2018:

Start	End	(In Millions)  Notional Amount	Weighted Average Interest Rate
12/01/2017	10/01/2018	$250.0	1.16%
04/01/2018	01/01/2019	$150.0	2.03%
04/01/2018	01/01/2020	$150.0	2.25%
04/01/2018	10/01/2020	$150.0	2.36%
12/03/2018	01/01/2022	$120.0	2.92%
12/03/2018	01/04/2022	$80.0	2.79%

Ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. During the first six months of 2018 and 2017, there were no amounts of ineffectiveness related to changes in the fair value of interest rate swap agreements. Additionally, there were no amounts excluded from the measure of effectiveness.

Commodity Risk

To manage risks associated with future variability in cash flows and price risk attributable to purchases of natural gas, the Company enters into natural gas swap contracts to hedge prices for a designated percentage of its expected natural gas usage. Such contracts are designated as cash flow hedges. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss, the resulting gain or loss reclassified into Cost of Sales concurrently with the recognition of the commodity consumed, and the ineffective portion of the swap contracts’ change in fair value recognized immediately in earnings. The Company has hedged approximately 22% of its expected natural gas usage for the remainder of 2018.

During the first six months of 2018 and 2017, there were minimal amounts of ineffectiveness related to changes in the fair value of natural gas swap contracts. Additionally, there were no amounts excluded from the measure of effectiveness.

Foreign Currency Risk

The Company enters into forward exchange contracts to manage risks associated with foreign currency transactions and future variability of cash flows arising from those transactions that may be adversely affected by changes in exchange rates. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss and gains/losses related to these contracts are recognized in Other Expense (Income), Net or Net Sales, when appropriate.

At June 30, 2018, multiple forward exchange contracts existed that expire on various dates through the remainder of 2018. Those purchased forward exchange contracts outstanding at June 30, 2018 and December 31, 2017, when aggregated and measured in U.S. dollars at contractual rates at June 30, 2018 and December 31, 2017, had notional amounts totaling $29.4 million and $66.1 million, respectively.

No amounts were reclassified to earnings during the first six months of 2018 or during 2017 in connection with forecasted transactions that were considered probable of not occurring and there was no amount of ineffectiveness related to changes in the fair value of foreign currency forward contracts. Additionally, there were no amounts excluded from the measure of effectiveness.

Derivatives not Designated as Hedges

The Company enters into forward exchange contracts to effectively hedge substantially all of its accounts receivables resulting from sales transactions denominated in foreign currencies in order to manage risks associated with variability in cash flows that may be adversely affected by changes in exchange rates. At June 30, 2018 and December 31, 2017, multiple foreign currency forward exchange contracts existed, with maturities ranging up to three months. Those foreign currency exchange contracts outstanding at June 30, 2018 and December 31, 2017, when aggregated and measured in U.S. dollars at exchange rates at June 30, 2018 and December 31, 2017, had net notional amounts totaling $103.4 million and $90.1 million, respectively. Unrealized gains and losses resulting from these contracts are recognized in Other Expense (Income), Net and approximately offset corresponding recognized but unrealized gains and losses on the remeasurement of these accounts receivable.

17

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Fair Value of Financial Instruments

The Company’s derivative instruments are carried at fair value. The Company has determined that the inputs to the valuation of these derivative instruments are Level 2 in the fair value hierarchy. Level 2 inputs are defined as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. The Company uses valuation techniques based on discounted cash flow analyses, which reflect the terms of the derivatives and use observable market-based inputs, including forward rates, and uses market price quotations obtained from independent derivatives brokers, corroborated with information obtained from independent pricing service providers.

As of June 30, 2018, the Company had a gross derivative asset of $2.9 million and a gross derivative liability of $0.9 million, related to interest rate, foreign currency and commodity contracts. As of June 30, 2018, there has not been any significant impact to the fair value of the Company’s derivative liabilities due to its own credit risk. Similarly, there has not been any significant adverse impact to the Company’s derivative assets based on evaluation of the Company’s counterparties’ credit risks.

The fair values of the Company’s other financial assets and liabilities at June 30, 2018 and December 31, 2017 approximately equal the carrying values reported on the Condensed Consolidated Balance Sheets except for Long-Term Debt. The fair value of the Company’s Long-Term Debt (excluding capital leases and deferred financing fees) was $2,929.0 million and $2,299.1 million as compared to the carrying amounts of $2,946.2 million and $2,247.9 million as of June 30, 2018 and December 31, 2017, respectively. The fair value of the Company’s Total Debt, including the Senior Notes, are based on quoted market prices (Level 2 inputs). Level 2 valuation techniques for Long-Term Debt are based on quotations obtained from independent pricing service providers.

The following is a rollforward of pre-tax Accumulated Other Comprehensive Loss pertaining to derivative instruments:

In millions
Balance at December 31, 2017	$	(0.3	)
Reclassification to Earnings	0.2
Current Period Change in Fair Value	1.9
Balance at June 30, 2018	$	1.8

At June 30, 2018, the Company expects to reclassify approximately $1.1 million of gains in the next twelve months from Accumulated Other Comprehensive Loss to earnings, contemporaneously with and offsetting changes in the related hedged exposure. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.

NOTE 8 — INCOME TAXES

The Company is classified as a disregarded entity for U.S. income tax purposes and is generally not subject to domestic income tax expense. As a result, the consolidated financial statements exclude the tax effect of domestic earnings with the exception of state income tax for certain states that directly tax the operations of disregarded entities. The consolidated financial statements include the local country tax effect of foreign earnings generated by the Company’s wholly-owned international subsidiaries. During the six months endedJune 30, 2018, the Company recognized Income Tax Expense of $5.8 million on Income before Income Taxes and Equity Income of Unconsolidated Entity of $148.6 million. The income tax expense in 2017 was related to GPII's status as a corporation.

NOTE 9 — ENVIRONMENTAL AND LEGAL MATTERS

Environmental Matters

The Company is subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those governing discharges to air, soil and water, the management, treatment and disposal of hazardous substances, solid waste and hazardous wastes, the investigation and remediation of contamination resulting from historical site operations and releases of hazardous substances, and the health and safety of employees. Compliance initiatives could result in significant costs, which could negatively impact the Company’s consolidated financial position, results of operations or cash flows. Any failure to comply with environmental or health and safety laws and regulations or any permits and authorizations required thereunder could subject the Company to fines, corrective action or other sanctions.

Some of the Company’s current and former facilities are the subject of environmental investigations and remediations resulting from historic operations and the release of hazardous substances or other constituents. Some current and former facilities have a history of industrial usage for which investigation and remediation obligations may be imposed in the future or for which indemnification claims may be asserted against the Company. Also, closures or sales of facilities may necessitate investigation and may result in remediation activities at those facilities.

The Company has established reserves for those facilities or issues where a liability is probable and the costs are reasonably estimable. The Company believes that the amounts accrued for its loss contingencies, and the reasonably possible loss beyond the amounts accrued, are not material to the Company’s consolidated financial position, results of operations or cash flows. The Company cannot estimate with

18

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

certainty other future compliance, investigation or remediation costs. Some costs relating to historic usage that the Company considers to be reasonably possible of resulting in liability are not quantifiable at this time. The Company will continue to monitor environmental issues at each of its facilities, as well as regulatory developments, and will revise its accruals, estimates and disclosures relating to past, present and future operations, as additional information is obtained.

Legal Matters

The Company is a party to a number of lawsuits arising in the ordinary conduct of its business. Although the timing and outcome of these lawsuits cannot be predicted with certainty, the Company does not believe that disposition of these lawsuits will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

NOTE 10 — SEGMENT INFORMATION

The Company reports its results in three reportable segments as follows:

Paperboard Mills includes the eight North American paperboard mills which produce primarily CUK, CRB, and SBS, which is consumed internally to produce paperboard packaging for the Americas and Europe Paperboard Packaging segments. The remaining paperboard is sold externally to a wide variety of paperboard packaging converters and brokers. The Paperboard Mills segment Net Sales represent the sale of paperboard only to external customers. The effect of intercompany transfers to the paperboard packaging segments has been eliminated from the Paperboard Mills segment to reflect the economics of the integration of these segments.

Americas Paperboard Packaging includes paperboard packaging folding cartons and cups, lids and food containers sold primarily to Consumer Packaged Goods ("CPG") and Foodservice companies serving the food, beverage, and consumer product markets in the Americas.

Europe Paperboard Packaging includes paperboard packaging folding cartons and cups, lids and food containers sold primarily to CPG companies serving the food, beverage and consumer product markets in Europe.

The Company allocates certain mill and corporate costs to the reportable segments to appropriately represent the economics of these segments. The Corporate and Other caption includes the Pacific Rim and Australia operating segments and unallocated corporate and one-time costs.

These segments are evaluated by the chief operating decision maker based primarily on Income from Operations, as adjusted for depreciation and amortization. The accounting policies of the reportable segments are the same as those described above in "Note 1 - General Information."

19

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Segment information is as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In millions	2018			2017			2018			2017
NET SALES:
Paperboard Mills	$	266.8		$	96.9		$	544.8		$	195.0
Americas Paperboard Packaging	1,022.8			812.7			2,012.7			1,605.5
Europe Paperboard Packaging	184.7			138.7			359.2			278.4
Corporate/Other/Eliminations(a)	35.0			46.4			68.6			77.3
Total	$	1,509.3		$	1,094.7		$	2,985.3		$	2,156.2
INCOME (LOSS) FROM OPERATIONS:
Paperboard Mills	$	(8.4	)	$	(10.3	)	$	(15.1	)	$	(22.6	)
Americas Paperboard Packaging	114.3			90.5			226.3			179.9
Europe Paperboard Packaging	12.8			9.0			27.5			16.0
Corporate and Other (b)	(8.6		)	(5.4		)	(37.4		)	(17.9		)
Total	$	110.1		$	83.8		$	201.3		$	155.4
DEPRECIATION AND AMORTIZATION:
Paperboard Mills	$	57.2		$	31.2		$	108.7		$	61.8
Americas Paperboard Packaging	37.3			29.5			78.3			59.7
Europe Paperboard Packaging	12.3			10.1			24.8			19.9
Corporate and Other	4.5			4.4			9.3			8.8
Total	$	111.3		$	75.2		$	221.1		$	150.2

^(a)  Includes Revenue from contracts with customers for the Australia and Pacific Rim operating segments, which is not material.

^(b)   Includes expenses related to acquisitions, integration activities and shutdown costs.

For more information regarding the Company’s business segments, see “Note 14 — Business Segment and Geographic Area Information”of the Notes to Consolidated Financial Statements of GPHC’s 2017 Form 10-K.

NOTE 11 — MEMBER'S INTEREST

The following is a summary of the changes in member's total interest for the six months endedJune 30, 2018:

In millions	Total Members Interest
Balance at December 31, 2017	$	1,570.1
NACP Combination	1,234.6
Net Income	143.5
Other Comprehensive Income, Net of Tax	(6.8		)
Compensation Expense Under Share-Based Plans	8.0
Distributions of Membership Interest	(63.5		)
Balance at June 30, 2018	$	2,885.9

20

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 12 — ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The changes in the components of Accumulated Other Comprehensive (Loss) Income for six months endedJune 30, 2018 are as follows^(a):

In millions	Derivative Instruments			Pension Benefit Plans			Postretirement Benefit Plans			Currency Translation Adjustment			Total
Balance at December 31, 2017	$	(0.2	)	$	(265.3	)	$	20.8		$	(103.1	)	$	(347.8	)
Other Comprehensive Income (Loss) before Reclassifications	1.8			—			—			(10.8		)	(9.0		)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)(b)	0.2			3.0			(1.0		)	—			2.2
Net Current-period Other Comprehensive Income (Loss)	2.0			3.0			(1.0		)	(10.8		)	(6.8		)
Balance at June 30, 2018	$	1.8		$	(262.3	)	$	19.8		$	(113.9	)	$	(354.6	)

^(a)  All amounts are net of income taxes.

^(b) See following table for details about these reclassifications.

The following represents reclassifications out of Accumulated Other Comprehensive (Loss) Income for the six months endedJune 30, 2018:

In millions
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Statement Where Net Income is Presented
Derivatives Instruments:
Commodity Contracts	$	(0.4	)		Cost of Sales
Foreign Currency Contracts	1.0				Other Expense (Income), Net
Interest Rate Swap Agreements	(0.4		)		Interest Income, Net
	$	0.2			Total, Net of Tax
Amortization of Defined Benefit Pension Plans:
Prior Service Costs	$	0.2		(c)
Actuarial Losses	2.8			(c)
	$	3.0			Total, Net of Tax
Amortization of Postretirement Benefit Plans:
Prior Service Credits	$	(0.1	)	(c)
Actuarial Gains	(0.9		)	(c)
	$	(1.0	)		Total, Net of Tax
Total Reclassifications for the Period	$	2.2

^(c)  These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see “Note 6 — Pensions and Other Postretirement Benefits").

21

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13 — GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

These consolidating financial statements reflect GPIL (the "Issuer"); and the Subsidiary Guarantors, which consist of all material 100% owned subsidiaries of GPIL other than its foreign subsidiaries; and the nonguarantor subsidiaries (herein referred to as “Nonguarantor Subsidiaries”). The Nonguarantor Subsidiaries include all of GPIL's foreign subsidiaries and immaterial domestic subsidiaries. Separate complete financial statements of the Subsidiary Guarantors are not presented because the guarantors are jointly and severally, fully and unconditionally liable under the guarantees.

	Three Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	1,251.0		$	0.8		$	347.6		$	(90.1	)	$	1,509.3
Cost of Sales	1,060.1			(0.3		)	303.7			(90.1		)	1,273.4
Selling, General and Administrative	91.3			—			23.4			—			114.7
Other (Income) Expense, Net	(1.6		)	—			4.1			—			2.5
Business Combinations and Shutdown and Other Special Charges	7.9			—			0.7			—			8.6
Income from Operations	93.3			1.1			15.7			—			110.1
Nonoperating Pension Income	3.2			—			0.9			—			4.1
Interest Expense, Net	(29.0		)	—			(1.3		)	—			(30.3		)
Loss on Modification or Extinguishment of Debt	—			—			—			—			—
Income before Income Taxes and Equity Income of Unconsolidated Entity	67.5			1.1			15.3			—			83.9
Income Tax (Expense) Benefit	(4.2		)	(0.1		)	1.2			—			(3.1		)
Income before Equity Income of Unconsolidated Entities	63.3			1.0			16.5			—			80.8
Equity Income of Unconsolidated Entity	—			—			0.4			—			0.4
Equity in Net Earnings of Subsidiaries	17.9			(1.0		)	—			(16.9		)	—
Net Income (Loss)	$	81.2		$	—		$	16.9		$	(16.9	)	$	81.2
Comprehensive Income (Loss)	$	54.5		$	(2.3	)	$	(28.9	)	$	31.2		$	54.5

22

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Three Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	889.9		$	12.5		$	272.0		$	(79.7	)	$	1,094.7
Cost of Sales	747.7			10.5			242.4			(79.7		)	920.9
Selling, General and Administrative	63.8			0.8			19.7			—			84.3
Other (Income) Expense, Net	(2.6		)	—			2.2			—			(0.4		)
Business Combinations and Shutdown and Other Special Charges, Net	2.3			—			3.8			—			6.1
Income from Operations	78.7			1.2			3.9			—			83.8
Nonoperating Pension Income	3.8			—			—			—			3.8
Interest Expense, Net	(21.3		)	—			(1.2		)	—			(22.5		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	61.2			1.2			2.7			—			65.1
Income Tax Expense	(21.8		)	(0.5		)	(1.3		)	—			(23.6		)
Income before Equity Income of Unconsolidated Entity	39.4			0.7			1.4			—			41.5
Equity Income of Unconsolidated Entity	—			—			0.5			—			0.5
Equity in Net Earnings of Subsidiaries	2.6			(1.1		)	—			(1.5		)	—
Net Income (Loss)	$	42.0		$	(0.4	)	$	1.9		$	(1.5	)	$	42.0
Comprehensive Income (Loss)	$	58.0		$	(43.2	)	$	24.4		$	18.8		$	58.0

23

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Six Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	2,485.9		$	1.4		$	674.0		$	(176.0	)	$	2,985.3
Cost of Sales	2,109.5			(0.6		)	594.0			(176.0		)	2,526.9
Selling, General and Administrative	189.1			—			46.7			—			235.8
Other (Income) Expense, Net	(1.9		)	—			5.3			—			3.4
Business Combinations and Shutdown and Other Special Charges	17.0			—			0.9			—			17.9
Income from Operations	172.2			2.0			27.1			—			201.3
Nonoperating Pension Income	6.5			—			1.8			—			8.3
Interest Expense, Net	(56.5		)	—			(2.6		)	—			(59.1		)
Loss on Modification or Extinguishment of Debt	(1.9		)	—			—			—			(1.9		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	120.3			2.0			26.3			—			148.6
Income Tax Expense	(4.6		)	(0.1		)	(1.1		)	—			(5.8		)
Income before Equity Income of Unconsolidated Entities	115.7			1.9			25.2			—			142.8
Equity Income of Unconsolidated Entity	—			—			0.7			—			0.7
Equity in Net Earnings of Subsidiaries	27.8			(1.9		)	—			(25.9		)	—
Net Income (Loss)	$	143.5		$	—		$	25.9		$	(25.9	)	$	143.5
Comprehensive Income (Loss)	$	136.7		$	(0.1	)	$	0.6		$	(0.5	)	$	136.7

	Six Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	1,735.1		$	49.5		$	534.6		$	(163.0	)	$	2,156.2
Cost of Sales	1,456.2			41.3			476.0			(163.0		)	1,810.5
Selling, General and Administrative	133.5			3.5			39.2			—			176.2
Other (Income) Expense, Net	(5.3		)	0.1			4.6			—			(0.6		)
Business Combinations and Shutdown and Other Special Charges, Net	8.1			—			6.6			—			14.7
Income from Operations	142.6			4.6			8.2			—			155.4
Nonoperating Pension Income	7.7			—			—			—			7.7
Interest Expense, Net	(41.7		)	—			(2.1		)	—			(43.8		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	108.6			4.6			6.1			—			119.3
Income Tax Expense	(36.7		)	(1.7		)	(2.8		)	—			(41.2		)
Income before Equity Income of Unconsolidated Entity	71.9			2.9			3.3			—			78.1
Equity Income of Unconsolidated Entity	—			—			0.9			—			0.9
Equity in Net Earnings of Subsidiaries	7.1			(4.5		)	—			(2.6		)	—
Net Income (Loss)	$	79.0		$	(1.6	)	$	4.2		$	(2.6	)	$	79.0
Comprehensive Income (Loss)	$	112.7		$	(22.0	)	$	45.2		$	(23.2	)	$	112.7

24

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	June 30, 2018
In millions	Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	5.4	$	—	$	43.8		$	—		$	49.2
Receivables, Net	327.6		—		370.6			—			698.2
Inventories, Net	752.8		—		237.1			—			989.9
Intercompany	659.0		205.2		—			(864.2		)	—
Deferred Income Tax Assets	—		—		0.6			—			0.6
Other Current Assets	52.3		—		15.1			—			67.4
Total Current Assets	1,797.1		205.2		667.2			(864.2		)	1,805.3
Property, Plant and Equipment, Net	2,782.6		0.1		332.2			—			3,114.9
Investment in Consolidated Subsidiaries	205.3		12.0		—			(217.3		)	—
Goodwill	1,385.1		—		172.8			—			1,557.9
Other Assets	443.7		—		138.2			—			581.9
Total Assets	$	6,613.8	$	217.3	$	1,310.4		$	(1,081.5	)	$	7,060.0
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	37.9	$	—	$	13.6		$	—		$	51.5
Accounts Payable	480.6		—		148.8			—			629.4
Intercompany	—		—		1,084.8			(1,084.8		)	—
Interest Payable	13.3		—		0.6			—			13.9
Other Accrued Liabilities	235.2		—		70.0			—			305.2
Total Current Liabilities	767.0		—		1,317.8			(1,084.8		)	1,000.0
Long-Term Debt	2,792.2		—		132.1			—			2,924.3
Deferred Income Tax Liabilities	7.6		—		16.8			—			24.4
Other Noncurrent Liabilities	161.1		—		64.3			—			225.4
MEMBER'S INTEREST
Total Member's Interest	2,885.9		217.3		(220.6		)	3.3			2,885.9
Total Liabilities and Member's Interest	$	6,613.8	$	217.3	$	1,310.4		$	(1,081.5	)	$	7,060.0

25

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	December 31, 2017
In millions	Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1.2	$	—	$	42.9		$	—		$	44.1
Receivables, Net	78.4		—		339.9			—			418.3
Inventories, Net	417.8		—		216.2			—			634.0
Intercompany	607.5		204.3		—			(811.8		)	—
Other Current Assets	26.7		—		12.1			—			38.8
Total Current Assets	1,131.6		204.3		611.1			(811.8		)	1,135.2
Property, Plant and Equipment, Net	1,532.9		0.1		334.2			—			1,867.2
Investment in Consolidated Subsidiaries	204.4		13.0		—			(217.4		)	—
Goodwill	1,154.8		—		168.2			—			1,323.0
Other Assets	354.0		—		140.7			—			494.7
Total Assets	$	4,377.7	$	217.4	$	1,254.2		$	(1,029.2	)	$	4,820.1
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	51.5	$	—	$	9.8		$	—		$	61.3
Accounts Payable	380.5		—		134.8			—			515.3
Interest Payable	14.3		—		0.6			—			14.9
Intercompany	—		—		1,033.0			(1,033.0		)	—
Other Accrued Liabilities	163.5		—		68.9			—			232.4
Total Current Liabilities	609.8		—		1,247.1			(1,033.0		)	823.9
Long-Term Debt	2,082.3		—		130.9			—			2,213.2
Deferred Income Tax Liabilities	2.2		—		26.8			—			29.0
Other Noncurrent Liabilities	113.3		—		70.6			—			183.9
MEMBER'S INTEREST
Total Member's Interest	1,570.1		217.4		(221.2		)	3.8			1,570.1
Total Liabilities and Member's Interest	$	4,377.7	$	217.4	$	1,254.2		$	(1,029.2	)	$	4,820.1

26

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Six Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	143.5		$	—		$	25.9		$	(25.9	)	$	143.5
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	185.1			—			36.0			—			221.1
Deferred Income Taxes	3.6			—			(7.6		)	—			(4.0		)
Amount of Postretirement Expense Greater (Less) Than Funding	1.3			—			(3.2		)	—			(1.9		)
Equity in Net Earnings of Subsidiaries	(27.8		)	1.9			—			25.9			—
Other, Net	22.8			—			0.2			—			23.0
Changes in Operating Assets and Liabilities	(571.0		)	(1.9		)	(86.6		)	—			(659.5		)
Net Cash Used in Operating Activities	(242.5		)	—			(35.3		)	—			(277.8		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(152.4		)	—			(14.9		)	—			(167.3		)
Packaging Machinery Spending	(5.1		)	—			(1.0		)	—			(6.1		)
Acquisition of Business, Net of Cash Acquired	4.5			—			(1.1		)	—			3.4
Cash Receipts on Sold Receivables	571.7			—			52.3			—			624.0
Beneficial Interest Obtained in Exchange for Proceeds	(144.4		)	—			(6.5		)	—			(150.9		)
Other, Net	(0.7		)	—			(2.7		)	—			(3.4		)
Net Cash Provided by Investing Activities	273.6			—			26.1			—			299.7
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(134.1		)	—			—			—			(134.1		)
Borrowings under Revolving Credit Facilities	935.4			—			25.7			—			961.1
Payments on Revolving Credit Facilities	(764.6		)	—			(14.8		)	—			(779.4		)
Membership Distribution	(57.4		)	—			—			—			(57.4		)
Debt Issuance Cost	(7.9		)	—			—			—			(7.9		)
Other, Net	1.7			—			—			—			1.7
Net Cash (Used in) Provided by Financing Activities	(26.9		)	—			10.9			—			(16.0		)
Effect of Exchange Rate Changes on Cash	—			—			(0.8		)	—			(0.8		)
Net Increase in Cash and Cash Equivalents	4.2			—			0.9			—			5.1
Cash and Cash Equivalents at Beginning of Period	1.2			—			42.9			—			44.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5.4		$	—		$	43.8		$	—		$	49.2

27

GRAPHIC PACKAGING INTERNATIONAL, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Six Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	79.0		$	(1.6	)	$	4.2		$	(2.6	)	$	79.0
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	117.1			4.8			28.3			—			150.2
Deferred Income Taxes	30.7			1.6			(1.6		)	—			30.7
Amount of Postretirement Expense Less Than Funding	(12.5		)	—			(2.9		)	—			(15.4		)
Equity in Net Earnings of Subsidiaries	(7.1		)	4.5			—			2.6			—
Other, Net	(5.0		)	—			0.5			—			(4.5		)
Changes in Operating Assets and Liabilities	(254.2		)	(10.5		)	(79.2		)	—			(343.9		)
Net Cash Used In Operating Activities	(52.0		)	(1.2		)	(50.7		)	—			(103.9		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(104.9		)	—			(30.9		)	—			(135.8		)
Packaging Machinery Spending	(8.7		)	—			—			—			(8.7		)
Cash Receipts on Sold Receivables	236.2			—			48.3			—			284.5
Beneficial Interest Obtained in Exchange for Proceeds	(10.0		)	—			(5.5		)	—			(15.5		)
Other, Net	(2.3		)	—			—			—			(2.3		)
Net Cash Provided by Investing Activities	110.3			—			11.9			—			122.2
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(12.5		)	—			—			—			(12.5		)
Borrowings under Revolving Credit Facilities	491.2			—			11.1			—			502.3
Payments on Revolving Credit Facilities	(430.0		)	—			(19.0		)	—			(449.0		)
Dividends Paid	(116.5		)	—			—			—			(116.5		)
Other, Net	9.1			—			—			—			9.1
Net Cash Used in Financing Activities	(58.7		)	—			(7.9		)	—			(66.6		)
Effect of Exchange Rate Changes on Cash	—			—			1.7			—			1.7
Net Decrease in Cash and Cash Equivalents	(0.4		)	(1.2		)	(45.0		)	—			(46.6		)
Cash and Cash Equivalents at Beginning of Period	0.9			1.2			57.0			—			59.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	0.5		$	—		$	12.0		$	—		$	12.5

28

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

INTRODUCTION

This management’s discussion and analysis of financial conditions and results of operations is intended to provide investors with an understanding of the Company's past performance, financial condition and prospects. The following will be discussed and analyzed:

Ø Overview of Business

Ø Overview of 2018 Results

Ø Results of Operations

Ø Financial Condition, Liquidity and Capital Resources

Ø Critical Accounting Policies

Ø New Accounting Standards

Ø Business Outlook

OVERVIEW OF BUSINESS

The Company’s objective is to strengthen its position as a leading provider of paper-based packaging solutions. To achieve this objective, the Company offers customers its paperboard, cartons, cups, lids, foodservice containers and packaging machines, either as an integrated solution or separately. Cartons and carriers are designed to protect and contain products. Product offerings include a variety of laminated, coated and printed packaging structures that are produced from the Company’s coated unbleached kraft (“CUK”), coated recycled board (“CRB”), and solid bleached sulfate ("SBS"). Innovative designs and combinations of paperboard, films, foils, metallization, holographics and embossing are customized to the individual needs of the customers.

The Company is implementing strategies (i) to expand market share in its current markets and to identify and penetrate new markets; (ii) to capitalize on the Company’s customer relationships, business competencies, and mills and folding carton assets; (iii) to develop and market innovative, sustainable products and applications; and (iv) to continue to reduce costs by focusing on operational improvements. The Company’s ability to fully implement its strategies and achieve its objectives may be influenced by a variety of factors, many of which are beyond its control, such as inflation of raw material and other costs, which the Company cannot always pass through to its customers, and the effect of overcapacity in the worldwide paperboard packaging industry.

Significant Factors That Impact The Company’s Business

Impact of Inflation/Deflation. The Company’s cost of sales consists primarily of energy (including natural gas, fuel oil and electricity), pine pulpwood, chemicals, secondary fibers, purchased paperboard, aluminum foil, ink, plastic films and resins, depreciation expense and labor. Costs increased in the first six months of 2018 by $35.1 million, compared to the first six months of 2017. The higher costs in the six months endedJune 30, 2018 were due to freight ($18.8 million), labor and benefit costs ($10.4 million), chemicals ($9.4 million), external board ($8.0 million) and other costs, net ($0.9 million), partially offset by lower secondary fiber cost ($8.0 million) and net energy related costs ($4.4 million).

Because the price of natural gas experiences significant volatility, the Company has entered into contracts designed to manage risks associated with future variability in cash flows caused by changes in the price of natural gas. The Company has entered into natural gas swap contracts to hedge prices for a portion of its expected usage for the remainder of 2018. Since negotiated sales contracts and the market largely determine the pricing for its products, the Company is at times limited in its ability to raise prices and pass through to its customers any inflationary or other cost increases that the Company may incur.

Commitment to Cost Reduction. In light of increasing margin pressure throughout the packaging industry, the Company has programs in place that are designed to reduce costs, improve productivity and increase profitability. The Company utilizes a global continuous improvement initiative that uses statistical process control to help design and manage many types of activities, including production and maintenance. This includes a Six Sigma process focused on reducing variable and fixed manufacturing and administrative costs. The Company has expanded the continuous improvement initiative to include the deployment of Lean Sigma principles into manufacturing and supply chain services.

The Company’s ability to continue to successfully implement its business strategies and to realize anticipated savings and operating efficiencies is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. If the Company cannot successfully implement the strategic cost reductions or other cost savings plans, it may not be able to continue to compete successfully against other manufacturers. In addition, any failure to generate the anticipated efficiencies and savings could adversely affect the Company’s financial results.

29

Competition and Market Factors. As some products can be packaged in different types of materials, the Company’s sales are affected by competition from other manufacturers’ CUK, CRB, SBS, folding box board, and recycled clay-coated news. Additional substitute products also include plastic, shrink film and corrugated containers. In addition, while the Company has long-term relationships with many of its customers, the underlying contracts may be re-bid or renegotiated from time to time, and the Company may not be successful in renewing on favorable terms or at all. The Company works to maintain market share through efficiency, product innovation and strategic sourcing to its customers; however, pricing and other competitive pressures may occasionally result in the loss of a customer relationship.

In addition, the Company’s sales historically are driven by consumer buying habits in the markets its customers serve. Changes in consumer dietary habits and preferences, increases in the costs of living, unemployment rates, access to credit markets, as well as other macroeconomic factors, may negatively affect consumer spending behavior. New product introductions and promotional activity by the Company’s customers and the Company’s introduction of new packaging products also impact its sales.

Debt Obligations. The Company had an aggregate principal amount of $2,987.8 million of outstanding debt obligations as of June 30, 2018. This debt has consequences for the Company, as it requires a portion of cash flow from operations to be used for the payment of principal and interest, exposes the Company to the risk of increased interest rates and may restrict the Company’s ability to obtain additional financing. Covenants in the Company's Amended and Restated Credit Agreement, the Term Loan Credit Agreement and Indentures may, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase stock, pay dividends, make other restricted payments and make acquisitions or other investments. The Amended and Restated Credit Agreement and the Term Loan Credit Agreement also require compliance with a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. The Company’s ability to comply in future periods with the financial covenants will depend on its ongoing financial and operating performance, which in turn will be subject to many other factors, many of which are beyond the Company’s control. See "Covenant Restrictions" in “Financial Condition, Liquidity and Capital Resources — Liquidity and Capital Resources” for additional information regarding the Company’s debt obligations.

The debt and the restrictions under the Amended and Restated Credit Agreement, the Term Loan Credit Agreement and the Indentures could limit the Company’s flexibility to respond to changing market conditions and competitive pressures. The outstanding debt obligations and the restrictions may also leave the Company more vulnerable to a downturn in general economic conditions or its business, or unable to carry out capital expenditures that are necessary or important to its growth strategy and productivity improvement programs.

OVERVIEW OF SECOND QUARTER 2018 RESULTS

This management’s discussion and analysis contains an analysis of Net Sales, Income from Operations and other information relevant to an understanding of the Company's results of operations. On a Consolidated basis:

• Net Sales for the three months endedJune 30, 2018, increased$414.6 million or 37.9% to $1,509.3 million from $1,094.7 million for the three months endedJune 30, 2017, due to the NACP Combination and 2017 Acquisitions discussed below, favorable currency exchange rates and higher selling prices.

• Income from Operations for the three months endedJune 30, 2018increased$26.3 million or 31.4% to $110.1 million from $83.8 million for the three months endedJune 30, 2017 due to the NACP Combination and 2017 Acquisitions, cost savings through continuous improvement and other programs, and the higher selling prices, partially offset by higher inflation.

Acquisitions

• On June 12, 2018, the Company acquired substantially all the assets of PFP, LLC and its related entity, PFP Dallas Converting, LLC (collectively, "PFP"), a converter focused on the production of paperboard-based air filter frames. The acquisition includes two facilities located in Lebanon, Tennessee and Lancaster, Texas.

• On January 1, 2018, the Company combined its business with the North America Consumer Packaging business ("NACP"), of International Paper Company's ("IP"), referred to as the NACP Combination. NACP was a leading producer of SBS paperboard and paper-based foodservice products. The NACP business included two SBS mills located in Augusta, Georgia and Texarkana, Texas, three converting facilities in the U.S. and one in the United Kingdom.

• During 2017, the Company acquired Seydaco Packaging Corp. ("Seydaco"), Norgraft Packaging, S.A. ("Norgraft"), and Carton Craft Corporation ("Carton Craft"). These transactions are referred to collectively as the "2017 Acquisitions."

30

RESULTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In millions	2018			2017			2018			2017
Net Sales	$	1,509.3		$	1,094.7		$	2,985.3		$	2,156.2
Income from Operations	110.1			83.8			201.3			155.4
Nonoperating Pension and Postretirement Benefit Income	4.1			3.8			8.3			7.7
Interest Expense, Net	(30.3		)	(22.5		)	(59.1		)	(43.8		)
Loss on Modification or Extinguishment of Debt	—			—			(1.9		)	—
Income before Income Taxes and Equity Income of Unconsolidated Entity	83.9			65.1			148.6			119.3
Income Tax Expense	(3.1		)	(23.6		)	(5.8		)	(41.2		)
Income before Equity Income of Unconsolidated Entity	80.8			41.5			142.8			78.1
Equity Income of Unconsolidated Entity	0.4			0.5			0.7			0.9
Net Income	$	81.2		$	42.0		$	143.5		$	79.0

SECOND QUARTER 2018 COMPARED WITH SECOND QUARTER 2017

Net Sales

	Three Months Ended June 30,
In millions	2018		2017		Increase		Percent Change
Consolidated	$	1,509.3	$	1,094.7	$	414.6	37.9	%

The components of the change in Net Sales are as follows:

	Three Months Ended June 30,
			Variances
In millions	2017		Price		Volume/Mix		Exchange		Total		2018
Consolidated	$	1,094.7	$	8.0	$	397.1	$	9.5	$	414.6	$	1,509.3

The Company’s Net Sales for the three months endedJune 30, 2018increased by $414.6 million or 37.9% to $1,509.3 million from $1,094.7 million for the three months endedJune 30, 2017, due to Net Sales of $398.5 million from the NACP Combination and 2017 Acquisitions, favorable currency exchange rates, primarily the Euro and the Great Britain Pound and higher selling prices. These increases were offset by lower open market volumes as the Company internalized more paperboard due to the shutdown of the Santa Clara mill in the fourth quarter of 2017. Core converting volumes were stable due to new product introductions offset by lower beverage volumes, primarily beer.

Income from Operations

	Three Months Ended June 30,
In millions	2018		2017		Increase		Percent Change
Consolidated	$	110.1	$	83.8	$	26.3	31.4%

31

The components of the change in Income from Operations are as follows:

	Three Months Ended June 30,
			Variances
In millions	2017		Price		Volume/Mix		Inflation			Exchange		Other (a)		Total		2018
Consolidated	$	83.8	$	8.0	$	13.1	$	(17.3	)	$	0.3	$	22.2	$	26.3	$	110.1

^(a) Includes the Company's cost reduction initiatives and expenses related to acquisitions and integration activities, shutdown and other special charges.

Income from Operations for the three months endedJune 30, 2018increased$26.3 million or 31.4% to $110.1 million from $83.8 million for the three months endedJune 30, 2017 due to the NACP Combination and 2017 Acquisitions, cost savings through continuous improvement and other programs and the higher selling prices. These increases were partially offset by inflation and expenses related to stock compensation and integration activities. Inflation for the three months ended June 30, 2018 increased primarily due to freight ($8.9 million), labor and benefit costs ($5.2 million), chemicals ($4.5 million), external board ($3.8 million), wood ($1.2) and other costs, net ($1.0 million), partially offset by lower secondary fiber cost ($5.3 million) and net energy related costs ($2.0 million).

Interest Expense, Net

Interest Expense, Net was $30.3 million and $22.5 million for the three months endedJune 30, 2018 and 2017, respectively. Interest Expense, Net increased due primarily to higher average debt balances and interest rates as compared to the same period in the prior year. As of June 30, 2018, approximately 42% of the Company’s total debt was subject to floating interest rates.

Income Tax Expense

During the three months endedJune 30, 2018, the Company recognized Income Tax Expense of $3.1 million on Income before Income Taxes and Equity Income of Unconsolidated Entity of $83.9 million. The Company is classified as a disregarded entity for U.S. income tax purposes and is generally not subject to domestic income tax expense. As a result, the consolidated financial statements exclude the tax effect of domestic earnings with the exception of state income tax for certain states that directly tax the operations of disregarded entities. The consolidated financial statements include the local country tax effect of foreign earnings generated by the Company’s wholly-owned international subsidiaries. The income tax expense in 2017 was related to Graphic Packaging International, Inc.'s status as a corporation.

FIRST SIX MONTHS 2018 COMPARED WITH FIRST SIX MONTHS 2017

Net Sales

	Six Months Ended June 30,
In millions	2018		2017		Increase		Percent Change
Consolidated	$	2,985.3	$	2,156.2	$	829.1	38.5	%

The components of the change in Net Sales are as follows:

	Six Months Ended June 30,
			Variances
In millions	2017		Price		Volume/Mix		Exchange		Total		2018
Consolidated	$	2,156.2	$	13.5	$	782.1	$	33.5	$	829.1	$	2,985.3

The Company’s Net Sales for the six months endedJune 30, 2018increased by $829.1 million or 38.5% to $2,985.3 million from $2,156.2 million for the six months endedJune 30, 2017, due to Net Sales of $793.7 million from the NACP Combination and 2017 Acquisitions, favorable currency exchange rates, primarily the Euro and the Great Britain Pound and higher selling prices. These increases were offset by lower open market volumes as the Company internalized more paperboard due to the shutdown of the Santa Clara mill in the fourth quarter of 2017. Core volumes were stable due to new product introductions offset by lower beverage volumes.

32

Income from Operations

	Six Months Ended June 30,
In millions	2018		2017		Increase		Percent Change
Consolidated	$	201.3	$	155.4	$	45.9	29.5%

The components of the change in Income from Operations are as follows:

	Six Months Ended June 30,
			Variances
In millions	2017		Price		Volume/Mix		Inflation			Exchange		Other (a)		Total		2018
Consolidated	$	155.4	$	13.5	$	13.4	$	(35.1	)	$	4.8	$	49.3	$	45.9	$	201.3

^(a) Includes the Company's cost reduction initiatives and expenses related to acquisitions and integration activities, shutdown and other special charges.

Income from Operations for the six months endedJune 30, 2018increased$45.9 million or 29.5% to $201.3 million from $155.4 million for the six months endedJune 30, 2017 due to the NACP Combination and 2017 Acquisitions, cost savings through continuous improvement and other programs, the higher selling prices and the impact related to planned downtime taken in 2017 to upgrade a paper machine in West Monroe, LA. These increases were partially offset by inflation and expenses related to the NACP Combination, integration activities and stock compensation. Inflation for the six months ended June 30, 2018 increased primarily due to freight ($18.8 million), labor and benefit costs ($10.4 million), chemicals ($9.4 million), external board ($8.0 million) and other costs, net ($0.9 million), partially offset by lower secondary fiber cost ($8.0 million) and net energy related costs ($4.4 million).

Interest Expense, Net

Interest Expense, Net was $59.1 million and $43.8 million for the six months endedJune 30, 2018 and 2017, respectively. Interest Expense, Net increased due primarily to higher average debt balances and interest rates as compared to the same period in the prior year.

Income Tax Expense

During the six months endedJune 30, 2018, the Company recognized Income Tax Expense of $5.8 million on Income before Income Taxes and Equity Income of Unconsolidated Entity of $148.6 million. The Company is classified as a disregarded entity for U.S. income tax purposes and is generally not subject to domestic income tax expense. As a result, the consolidated financial statements exclude the tax effect of domestic earnings with the exception of state income tax for certain states that directly tax the operations of disregarded entities. The consolidated financial statements include the local country tax effect of foreign earnings generated by the Company’s wholly-owned international subsidiaries. The income tax expense in 2017 was related to Graphic Packaging International, Inc.'s status as a corporation.

Segment Reporting

The Company reports its results in three reportable segments as follows:

Paperboard Mills includes the eight North American paperboard mills which produce primarily CUK, CRB, and SBS, which is consumed internally to produce paperboard packaging for the Americas and Europe Paperboard Packaging segments. The remaining paperboard is sold externally to a wide variety of paperboard packaging converters and brokers. The Paperboard Mills segment Net Sales represent the sale of paperboard only to external customers. The effect of intercompany transfers to the paperboard packaging segments has been eliminated from the Paperboard Mills segment to reflect the economics of the integration of these segments.

Americas Paperboard Packaging includes paperboard packaging folding cartons and cups, lids, and food containers sold primarily to Consumer Packaged Goods ("CPG") and Foodservice companies serving the food, beverage, and consumer product markets in the Americas.

Europe Paperboard Packaging includes paperboard packaging folding cartons, and cups, lids and food containers sold primarily to CPG companies serving the food, beverage and consumer product markets in Europe.

The Company allocates certain mill and corporate costs to the reportable segments to appropriately represent the economics of these segments. The Corporate and Other caption includes the Pacific Rim and Australia operating segments and unallocated corporate and one-time costs.

33

These segments are evaluated by the chief operating decision maker based primarily on Income from Operations, as adjusted for depreciation and amortization. The accounting policies of the reportable segments are the same as those described above in "Note 1 - General Information."

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In millions	2018			2017			2018			2017
NET SALES:
Paperboard Mills	$	266.8		$	96.9		$	544.8		$	195.0
Americas Paperboard Packaging	1,022.8			812.7			2,012.7			1,605.5
Europe Paperboard Packaging	184.7			138.7			359.2			278.4
Corporate/Other/Eliminations(a)	35.0			46.4			68.6			77.3
Total	$	1,509.3		$	1,094.7		$	2,985.3		$	2,156.2
INCOME (LOSS) FROM OPERATIONS:
Paperboard Mills	$	(8.4	)	$	(10.3	)	$	(15.1	)	$	(22.6	)
Americas Paperboard Packaging	114.3			90.5			226.3			179.9
Europe Paperboard Packaging	12.8			9.0			27.5			16.0
Corporate and Other (b)	(8.6		)	(5.4		)	(37.4		)	(17.9		)
Total	$	110.1		$	83.8		$	201.3		$	155.4

^(a)  Includes Revenue from contracts with customers for the Australia and Pacific Rim operating segments, which is not material.

^(b)   Includes expenses related to acquisitions, integration activities and shutdown costs.

2018 COMPARED WITH 2017

Second Quarter 2018 Compared to Second Quarter 2017

Paperboard Mills

Net Sales increased due to the NACP Combination and increased selling prices, partially offset by lower open market volume of CRB as the Company internalized more paperboard due to the closure of the Santa Clara Mill in the fourth quarter of 2017.

Loss from Operations decreased due to the NACP Combination, productivity improvements and the higher selling prices. During 2017, there was an approximate $14 million impact related to a maintenance cold outage at West Monroe, LA.

Americas Paperboard Packaging

Net Sales increased due to the NACP Combination, 2017 Acquisitions, and higher selling prices. Core volumes were stable due to new product introductions, offset by lower volume for beverage, primarily beer, and for certain consumer products, primarily dry food and cereal.

Income from Operations increased due to the NACP Combination, 2017 Acquisitions, the higher selling prices and cost savings through continuous improvement programs, partially offset by higher inflation, primarily for freight and labor and benefits.

Europe Paperboard Packaging

Net Sales increased due to the Norgraft acquisition and NACP Combination, favorable foreign currency exchange rates, and increased volumes for beverage, consumer and convenience products. These increased volumes are with current customers as well as volume related to new customers.

Income from Operations increased due to the same factors increasing Net Sales as well as, continuous improvement and other cost savings programs, partially offset by higher inflation, primarily external paperboard.

34

First Six Months 2018 Compared to First Six Months 2017

Paperboard Mills

Net Sales increased due to the NACP Combination, increased selling prices and favorable currency exchange rates, partially offset by lower open market volume of CRB as the Company internalized more paperboard due to the closure of the Santa Clara Mill in the fourth quarter of 2017.

Loss from Operations decreased due to the NACP Combination, the impact of the 2017 maintenance cold outage in West Monroe, LA, productivity improvements and the higher selling prices, partially offset by higher inflation. Inflation increased primarily for chemicals, freight and labor and benefits partially offset by lower secondary fiber and energy costs.

Americas Paperboard Packaging

Net Sales increased due to the NACP Combination, 2017 Acquisitions, higher selling prices and new product introductions, partially offset by lower volume for beverage and certain consumer products.

Income from Operations increased due to the NACP Combination, 2017 Acquisitions, the higher selling prices and cost savings through continuous improvement programs, partially offset by higher inflation, primarily for freight, labor and benefits and external board.

Europe Paperboard Packaging

Net Sales increased due to favorable foreign currency exchange rates, the Norgraft acquisition and NACP Combination, increased volumes for beverage, consumer and convenience products and higher selling prices.

Income from Operations increased due to the same factors increasing Net Sales as well as, continuous improvement and other cost savings programs, partially offset by higher inflation, primarily external paperboard.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company broadly defines liquidity as its ability to generate sufficient funds from both internal and external sources to meet its obligations and commitments. In addition, liquidity includes the ability to obtain appropriate debt and equity financing and to convert into cash those assets that are no longer required to meet existing strategic and financial objectives. Therefore, liquidity cannot be considered separately from capital resources that consist of current or potentially available funds for use in achieving long-range business objectives and meeting debt service commitments.

Cash Flows

	Six Months Ended
	June 30,
In millions	2018			2017
Net Cash Used in Operating Activities	$	(277.8	)	$	(103.9	)
Net Cash Provided by Investing Activities	$	299.7		$	122.2
Net Cash Used in Financing Activities	$	(16.0	)	$	(66.6	)

Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments, which required the Company to classify consideration received for beneficial interest obtained for transferring trade receivables as investing activities instead of operating activities. The retrospective impact on the Company's consolidated statement of cash flows for the six months endedJune 30, 2017 was a $269.0 million decrease to cash provided by operating activities and a corresponding increase to cash provided by investing activities.

Net cash used in operating activities for the first six months of 2018 totaled $277.8 million, compared to $103.9 million for the same period in 2017. The increase was due to an increase in receivables sold during the period and higher inventory. Pension contributions for the first six months of 2018 and 2017 were $2.0 million and $11.4 million, respectively.

Net cash provided by investing activities for the first six months of 2018 totaled $299.7 million, compared to $122.2 million for the same period in 2017. Capital spending was $173.4 million and $144.5 million in 2018 and 2017, respectively. In 2018, the Company received $3.4 million for acquisitions, which included cash received for the working capital settlement for the NACP Combination, partially offset by cash paid of approximately $34 million for the PFP acquisition and $2.4 million for the working capital true up for the Seydaco acquisition. Net cash receipts related to the accounts receivable securitization and sale programs were $473.1 million and $269.0 million in 2018 and 2017, respectively.

Net cash used in financing activities for the first six months of 2018 totaled $16.0 million, compared to $66.6 million for the same period in 2017. Current year activities include net borrowings under revolving credit facilities of $181.7 million, primarily for capital spending, and repaid debt of $134.1 million. In the prior year period, the Company had net borrowings under revolving credit facilities of $53.3 million, made payments on debt of $12.5 million, and paid dividends of $116.5 million.

35

Liquidity and Capital Resources

The Company's liquidity needs arise primarily from debt service on its indebtedness and from the funding of its capital expenditures, ongoing operating costs, working capital, and membership distributions. Principal and interest payments under the term loan facilities and the revolving credit facilities, together with principal and interest payments on the Company's 4.75% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 4.125% Senior Notes due 2024 (the “Notes”), represent liquidity requirements for the Company. Based upon current levels of operations, anticipated cost savings and expectations as to future growth, the Company believes that cash generated from operations and investing activities, together with amounts available under its revolving credit facilities and other available financing sources, will be adequate to permit the Company to meet its debt service obligations, necessary capital expenditure program requirements and ongoing operating costs and working capital needs, although no assurance can be given in this regard. The Company's future financial and operating performance, ability to service or refinance its debt and ability to comply with the covenants and restrictions contained in its debt agreements (see “Covenant Restrictions” below) will be subject to future economic conditions, including conditions in the credit markets, and to financial, business and other factors, many of which are beyond the Company's control, and will be substantially dependent on the selling prices and demand for the Company's products, raw material and energy costs, and the Company's ability to successfully implement its overall business and profitability strategies.

The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party financial institutions. Transfers under these agreements meet the requirements to be accounted for as sales in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification"). The loss on sale is not material and is included in Other Expense (Income), Net line item on the Condensed Consolidated Statement of Operations. The following table summarizes the activity under these programs as of June 30, 2018 and June 30, 2017, respectively:

	Six Months Ended
	June 30,
In millions	2018			2017
Receivables Sold and Derecognized	$	1,669.6		$	683.2
Proceeds Collected on Behalf of Financial Institutions	1,632.0			644.3
Net Proceeds (Paid to) Received From Financial Institutions	(51.5		)	29.9
Deferred Purchase Price(a)	202.4			38.3

^(a) Included in Receivables, Net and represents receivables from the financial institution which have purchasing and servicing of receivable agreements, which is a Level 3 fair value measure.

The Company has also entered into various factoring and supply chain financing arrangements which also qualify for sale accounting in accordance with the Transfers and Servicing topic of the FASB Codification. For the six months endedJune 30, 2018 and 2017, the Company sold receivables of approximately $57 million and $34 million, respectively, related to these factoring arrangements.

Receivables sold under all programs subject to continuing involvement, which consist principally of collection services, at June 30, 2018 and December 31, 2017, were approximately $621 million and $583 million, respectively.

Covenant Restrictions

Covenants contained in the Amended and Restated Credit Agreement, the Term Loan Credit Agreement (collectively, the "Credit Agreement") and the Indentures may, among other things, limit the ability to incur additional indebtedness, restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase shares, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the indentures under which the Notes are issued, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Such restrictions, together with disruptions in the credit markets, could limit the Company's ability to respond to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities.

Under the terms of the Credit Agreement, the Company must comply with a maximum Consolidated Total Leverage Ratio covenant and a minimum Consolidated Interest Expense Ratio covenant. The Third Amended and Restated Credit Agreement, which contains the definitions of these covenants, was filed as an exhibit to the Company's Form 8-K filed on January 2, 2018.

The Company must maintain a maximum Consolidated Total Leverage Ratio of less than 4.25 to 1.00. At June 30, 2018, the Company was in compliance with the Consolidated Total Leverage Ratio covenant in the Credit Agreement and the ratio was 2.82 to 1.00.

The Company must also comply with a minimum Consolidated Interest Expense Ratio of 3.00 to 1.00. At June 30, 2018, the Company was in compliance with the minimum Consolidated Interest Expense Ratio covenant in the Credit Agreement and the ratio was 10.33 to 1.00.

As of June 30, 2018, the Company's credit was rated BB+ by Standard & Poor's and Ba1 by Moody's Investor Services. Standard & Poor's and Moody's Investor Services' ratings on the Company included a stable outlook.

36

Capital Investment

The Company’s capital investment in the first six months of 2018 was $173.4 million compared to $144.5 million in the first six months of 2017. The capital investments were primarily due to planned asset upgrades at the U.S.-based mills and continued investments made as part of the integration of acquisitions.

Environmental Matters

Some of the Company’s current and former facilities are the subject of environmental investigations and remediations resulting from historical operations and the release of hazardous substances or other constituents. Some current and former facilities have a history of industrial usage for which investigation and remediation obligations may be imposed in the future or for which indemnification claims may be asserted against the Company. Also, closures or sales of facilities may necessitate further investigation and may result in remediation at those facilities. The Company has established reserves for those facilities or issues where liability is probable and the costs are reasonably estimable.

For further discussion of the Company’s environmental matters, see "Note 9 - Environmental and Legal Matters" in the Notes to Condensed Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates, and changes in these estimates are recorded when known. The critical accounting policies used by management in the preparation of the Company’s condensed consolidated financial statements are those that are important both to the presentation of the Company’s financial condition and results of operations and require significant judgments by management with regard to estimates used.

The Company’s most critical accounting policies, which require significant judgment or involve complex estimations, are described in GPHC’s Form 10-K for the year ended December 31, 2017.

NEW ACCOUNTING STANDARDS

For a discussion of recent accounting pronouncements impacting the Company, see "Note 1 - General Information" in the Notes to Condensed Consolidated Financial Statements.

BUSINESS OUTLOOK

Total capital investment for 2018 is expected to be approximately $380 million and is expected to relate principally to the Company’s maintenance and process capability improvements (approximately $320 million), acquiring capital spares (approximately $50 million), and producing packaging machinery (approximately $10 million).

The Company also expects the following in 2018:

• Depreciation and amortization expense between $430 million and $450 million, excluding approximately $6 million of pension amortization.

• Interest expense of $125 million to $135 million, including approximately $6 million to $7 million of non-cash interest expense associated with amortization of debt issuance costs.

• Pension plan contributions of $5 million to $10 million.

37

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For a discussion of certain market risks related to the Company, see Part II, “Item 7A, Quantitative and Qualitative Disclosure about Market Risk”, in GPHC’s Form 10-K for the year ended December 31, 2017. There have been no significant developments with respect to derivatives or exposure to market risk during the first six months of 2018. For a discussion of the Company’s Financial Instruments, Derivatives and Hedging Activities, see GPHC’s Form 10-K for the year ended December 31, 2017 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources.”

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management has carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended. Based upon such evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2018.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2018 that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to a number of lawsuits arising in the ordinary conduct of its business. Although the timing and outcome of these lawsuits cannot be predicted with certainty, the Company does not believe that disposition of these lawsuits will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. For more information see "Note 9 - Environmental and Legal Matters" in the Notes to Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in GPHC’s Form 10-K for the year ended December 31, 2017.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

38

ITEM 6. EXHIBITS

Exhibit Number	Description
10.1	Ninth Amendment to the GPI Savings Plan dated May 10, 2018
31.1	Certification required by Rule 13a-14(a).
31.2	Certification required by Rule 13a-14(a).
32.1	Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
32.2	Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

39

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GRAPHIC PACKAGING INTERNATIONAL, LLC

(Registrant)

/s/ STEPHEN R. SCHERGER	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 24, 2018
Stephen R. Scherger
/s/ DEBORAH R. FRANK	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	July 24, 2018
Deborah R. Frank

40

EX-10.1

Ninth AMENDMENT TO THE

GPI SAVINGS PLAN

(As Amended and Restated Effective January 1, 2015)

WHEREAS, Graphic Packaging International, LLC (the “Company”) maintains for the benefit of its employees the GPI Savings Plan (the “Plan”); and

WHEREAS, Section 13.1 of the Plan authorizes the Board of Directors of Graphic Packaging Holding Company (the “Board”) to amend the Plan at any time; and

WHEREAS, the Board has delegated to the Retirement Committee of Graphic Packaging International, Inc. (the “Retirement Committee”) the responsibility to make certain amendments to the Plan; and

WHEREAS, the Company has agreed to acquire the assets (the “Transaction”) of PFP, LLC and PFP Dallas Converting, LLC (“the Targets”); and

WHEREAS, in connection with the Transaction, employees of the Targets will become employees of the Company effective as of the closing date of the Transaction (the “Closing Date”); and

WHEREAS, the Retirement Committee deems it desirable to amend the Plan to recognize employees’ service with the Targets for purposes of the Plan.

NOW, THEREFORE, BE IT RESOLVED, that, effective as of the Closing Date, the Plan is hereby amended as follows:

1.Subsection 1.101 of the Plan is amended by adding the following sentence to the end thereof:

“An Employee’s period of service with PFP, LLC or PFP Dallas Converting, LLC, to the extent not otherwise counted hereunder, will be taken into account in determining his or her Year of Eligibility Service, provided that such Employee was employed by PFP, LLC or PFP Dallas Converting, LLC, as of the close of business on the date immediately preceding the closing date of the acquisition of the assets of PFP, LLC or PFP Dallas Converting, LLC, by the Controlling Company.”

2.Subsection 1.102(d) of the Plan is amended by adding the following sentence to the end thereof:

“An Employee’s periods of employment with PFP, LLC or PFP Dallas Converting, LLC will be taken into account in determining his or her Years of Vesting Service, provided that such Employee was employed by PFP, LLC or PFP Dallas Converting, LLC as of the close of business on the date immediately preceding the closing date of the acquisition of the assets of PFP, LLC or PFP Dallas Converting, LLC, by the Controlling Company.”

BE IT FURTHER RESOLVED, that the Retirement Committee has approved this Ninth Amendment to the GPI Savings Plan this 10th day of May 2018.

GRAPHIC PACKAGING INTERNATIONAL, LLC

RETIREMENT COMMITTEE MEMBERS

By:	/s/ Stephen R. Scherger
	Stephen R. Scherger
By:	/s/ Carla J. Chaney
	Carla J. Chaney
By:	/s/ Brad Ankerholz
	Brad Ankerholz
By:	/s/ Debbie Frank
	Debbie Frank
By:	/s/ Brian A. Wilson
	Brian A. Wilson

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael P. Doss certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Graphic Packaging International, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Michael P. Doss

Michael P. Doss,

President and Chief Executive Officer

(Principal Executive Officer)

July 24, 2018

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Stephen R. Scherger certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Graphic Packaging International, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ STEPHEN R. SCHERGER

Stephen R. Scherger Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

July 24, 2018

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 United States Code Section 1350,

As adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

The undersigned hereby certifies that, to my knowledge, the Quarterly Report on Form 10-Q for the period ended June 30, 2018 of Graphic Packaging International, LLC (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael P. Doss

Name: Michael P. Doss,

Title: President and Chief Executive Officer

July 24, 2018

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to 18 United States Code Section 1350,

As adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

The undersigned hereby certifies that, to my knowledge, the Quarterly Report on Form 10-Q for the period ended June 30, 2018 of Graphic Packaging International, LLC (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ STEPHEN R. SCHERGER

Name: Stephen R. Scherger

Title: Executive Vice President and Chief Financial Officer

July 24, 2018

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2018 shares
Document and Entity Information [Abstract]
Entity Registrant Name	GRAPHIC PACKAGING INTERNATIONAL, LLC
Entity Central Index Key	0001005011
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Net Sales	$ 1,509.3	$ 1,094.7	$ 2,985.3	$ 2,156.2
Cost of Sales	1,273.4	920.9	2,526.9	1,810.5
Selling, General and Administrative	114.7	84.3	235.8	176.2
Other Expense (Income), Net	2.5	(0.4)	3.4	(0.6)
Business Combinations and Shutdown and Other Special Charges, Net	8.6	6.1	17.9	14.7
Income from Operations	110.1	83.8	201.3	155.4
Nonoperating Pension and Postretirement Benefit Income	4.1	3.8	8.3	7.7
Interest Expense, Net	(30.3)	(22.5)	(59.1)	(43.8)
Loss on Modification or Extinguishment of Debt	0.0	0.0	(1.9)	0.0
Income before Income Taxes and Equity Income of Unconsolidated Entity	83.9	65.1	148.6	119.3
Income Tax Expense	(3.1)	(23.6)	(5.8)	(41.2)
Income before Equity Income of Unconsolidated Entity	80.8	41.5	142.8	78.1
Equity Income of Unconsolidated Entity	0.4	0.5	0.7	0.9
Net Income (Loss)	$ 81.2	$ 42.0	$ 143.5	$ 79.0

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Statement of Comprehensive Income [Abstract]
Net Income	$ 81.2	$ 42.0	$ 143.5	$ 79.0
Other Comprehensive Income (Loss), Net of Tax:
Derivative Instruments	3.1	(2.0)	2.0	(3.9)
Pension and Postretirement Benefit Plans	1.1	0.8	2.0	1.5
Currency Translation Adjustment	(30.9)	17.2	(10.8)	36.1
Total Other Comprehensive (Loss) Income, Net of Tax	(26.7)	16.0	(6.8)	33.7
Total Comprehensive Income	$ 54.5	$ 58.0	$ 136.7	$ 112.7

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and Cash Equivalents	$ 49.2	$ 44.1
Receivables, Net	698.2	418.3
Inventories, Net	989.9	634.0
Other Current Assets	68.0	38.8
Total Current Assets	1,805.3	1,135.2
Property, Plant and Equipment, Net	3,114.9	1,867.2
Goodwill	1,557.9	1,323.0
Intangible Assets, Net	507.5	436.5
Other Assets	74.4	58.2
Total Assets	7,060.0	4,820.1
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	51.5	61.3
Accounts Payable	629.4	515.3
Compensation and Employee Benefits	150.0	113.4
Other Accrued Liabilities	169.1	133.9
Total Current Liabilities	1,000.0	823.9
Long-Term Debt	2,924.3	2,213.2
Deferred Income Tax Liabilities	24.4	29.0
Accrued Pension and Postretirement Benefits	75.4	80.0
Other Noncurrent Liabilities	150.0	103.9
MEMBER'S INTEREST
Member's Interest	3,240.5	1,917.9
Accumulated Other Comprehensive Loss	(354.6)	(347.8)
Total Member's Interest	2,885.9	1,570.1
Total Liabilities and Member's Interest	$ 7,060.0	$ 4,820.1

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ 143.5	$ 79.0
Non-cash Items Included in Net Income:
Depreciation and Amortization	221.1	150.2
Deferred Income Taxes	(4.0)	30.7
Amount of Postretirement Expense Less Than Funding	(1.9)	(15.4)
Other, Net	23.0	(4.5)
Changes in Operating Assets and Liabilities	(659.5)	(343.9)
Net Cash Used in Operating Activities	(277.8)	(103.9)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(167.3)	(135.8)
Packaging Machinery Spending	(6.1)	(8.7)
Acquisition of Businesses, Net of Cash Acquired	3.4	0.0
Beneficial Interest on Sold Receivables	624.0	284.5
Beneficial Interest Obtained in Exchange for Proceeds	(150.9)	(15.5)
Other, Net	(3.4)	(2.3)
Net Cash Provided by Investing Activities	299.7	122.2
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(134.1)	(12.5)
Borrowings under Revolving Credit Facilities	961.1	502.3
Payments on Revolving Credit Facilities	(779.4)	(449.0)
Debt Issuance Costs	(7.9)	0.0
Dividends Paid	0.0	(116.5)
Membership Distribution	(57.4)	0.0
Other, Net	1.7	9.1
Net Cash Used in Financing Activities	(16.0)	(66.6)
Effect of Exchange Rate Changes on Cash	(0.8)	1.7
Net Increase (Decrease) in Cash and Cash Equivalents	5.1	(46.6)
Cash and Cash Equivalents at Beginning of Period	44.1	59.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	49.2	12.5
Non-cash Investing Activities:
Beneficial Interest Obtained in Exchange for Trade Receivables	583.9	280.6
Non-cash Investment in NACP Combination	1,235.7	0.0
Non-cash Investing Activities	1,819.6	280.6
Non-cash Financing Activities:
Non-cash Financing of NACP Combination	660.0	0.0
Non-Cash Financing Activities	$ 660.0	$ 0.0

XML

General Information

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General Information

GENERAL INFORMATION

Nature of Business and Basis of Presentation

On December 29, 2017, Graphic Packaging International, Inc. ("GPII"), the primary operating subsidiary of Graphic Packaging Holding Company, a Delaware corporation (“GPHC”), underwent a statutory conversion and became a Delaware limited liability company. As a result, GPII’s name changed to Graphic Packaging International, LLC (“GPIL”).

On January 1, 2018, GPHC, International Paper Company, a New York corporation (“IP”), Graphic Packaging International Partners, LLC ("GPIP") and GPIL, completed a series of transactions pursuant to an agreement dated October 23, 2017, among the foregoing parties (the “Transaction Agreement”). Pursuant to the Transaction Agreement (i) a wholly-owned subsidiary of GPHC transferred its ownership interest in GPIL to GPIP; (ii) IP transferred its North America Consumer Packaging (“NACP”) business to GPIP, which was then subsequently transferred to GPIL; (iii) GPIP issued membership interests to IP, and IP was admitted as a member of GPIP; and (iv) GPIL assumed certain indebtedness of IP (the "NACP Combination”). GPIL is currently wholly-owned by GPIP, which is owned by GPI Holding III, LLC, a limited liability company that is classified as a partnership for U.S. Federal income tax purposes ("GPI Holding”) and IP. GPI Holding is a wholly-owned indirect subsidiary of GPHC and is the managing member of GPIP.

At closing of the NACP Combination, GPIP issued 309,715,624 common units or 79.5% of the membership interests in GPIP to GPI Holding and 79,911,591 common units or 20.5% of the membership interests in GPIP to IP. Subject to certain restrictions, the common units held by IP are exchangeable into shares of common stock of GPHC or cash.

The following diagram illustrates the ownership structure of the Company immediately subsequent to the transactions described above (not including subsidiaries of GPIL):

GPIL (together with its subsidiaries, the “Company”) is committed to providing consumer packaging that makes a world of difference. The Company is a leading provider of paper-based packaging solutions for a wide variety of products to food, beverage, foodservice and other consumer products companies. The Company operates on a global basis and is one of the largest producers of folding cartons in the United States (“U.S.”) and holds leading market positions in coated unbleached kraft paperboard (“CUK”), coated-recycled paperboard (“CRB”) and solid bleached sulfate paperboard (“SBS”).

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 its customers with packaging solutions designed to deliver marketing and performance benefits at a competitive cost by capitalizing on its low-cost paperboard mills and converting facilities, its proprietary carton and packaging designs, and its commitment to quality and service.

The Company’s Condensed Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in consolidation. The financial statements presented for 2017 are the Condensed Consolidated Financial Statements of GPIL (GPII prior to the December 29, 2017 conversion). The December 31, 2017, Condensed Consolidated Balance Sheet is for GPIL following conversion. The difference in ownership structure impacts comparability primarily in the areas of equity and income taxes.

In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year end Condensed Consolidated Balance Sheet data was derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Because GPII was a wholly-owned subsidiary of GPHC for the six months endedJune 30, 2017 and the conversion of GPII to GPIL did not occur until December 29, 2017, these Condensed Consolidated Financial Statements should be read in conjunction with GPHC’s Form 10-K for the year ended December 31, 2017. In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known.

For a summary of the Company’s significant accounting policies, please refer to GPHC’s Form 10-K for the year ended December 31, 2017.

Revenue Recognition

The Company has two primary activities from which it generates revenue from contracts with customers, and revenue is disaggregated primarily by geography and type of activity as further explained in "Note 10-Segments." All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty of revenue and related cash flows.

Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the performance obligation by transferring control over the product or service to a customer, which is generally based on shipping terms and passage of title under the point-in-time method of recognition. For the three months ended June 30, 2018 and 2017, the Company recognized $1,506.2 million and $1,089.4 million, respectively, of revenue from contracts with customers. For the six months endedJune 30, 2018 and 2017, the Company recognized $2,977.0 million and $2,145.8 million, respectively, of revenue from contracts with customers.

The transaction price allocated to each performance obligation consists of the stand alone selling price, estimates of rebates and other sales or contract renewal incentives, and cash discounts and sales returns ("Variable Consideration"). Estimates are made for Variable Consideration based on contract terms and historical experience of actual results and are applied to the performance obligations as they are settled. Purchases by the Company’s principal customers are manufactured and shipped with minimal lead time, therefore performance obligations are generally settled shortly after manufacturing and shipment.

The Company's contract assets consist primarily of contract renewal incentive payments to customers which are amortized over the period in which performance obligations related to the contract renewal are satisfied. As of June 30, 2018 and December 31, 2017 contract assets were $23.1 million and $11.7 million, respectively. The Company's contract liabilities consist principally of rebates, and as of June 30, 2018 and December 31, 2017 were $41.5 million and $28.6 million, respectively.

The Company did not have a material amount relating to backlog orders at June 30, 2018 or December 31, 2017.

Accounts Receivable and Allowances

The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party financial institutions. Transfers under these agreements meet the requirements to be accounted for as sales in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification"). The loss on sale is not material and is included in Other Expense (Income), Net on the Condensed Consolidated Statement of Operations. The following table summarizes the activity under these programs as of June 30, 2018 and 2017, respectively:

	Six Months Ended
	June 30,
In millions	2018			2017
Receivables Sold and Derecognized	$	1,669.6		$	683.2
Proceeds Collected on Behalf of Financial Institutions	1,632.0			644.3
Net Proceeds (Paid to) Received From Financial Institutions	(51.5		)	29.9
Deferred Purchase Price(a)	202.4			38.3

^(a) Included in Receivables, Net and represents receivables from the financial institution which have purchasing and servicing of receivable agreements, which is a Level 3 fair value measure.

The Company has also entered into various factoring and supply chain financing arrangements, which also qualify for sale accounting in accordance with the Transfers and Servicing topic of the FASB Codification. For the six months endedJune 30, 2018 and 2017, the Company sold receivables of approximately $57 million and $34 million, respectively, related to these factoring arrangements.

Receivables sold under all programs subject to continuing involvement, which consist principally of collection services, at June 30, 2018 and December 31, 2017, were approximately $621 million and $583 million, respectively.

Business Combinations and Shutdown and Other Special Charges, Net

The following table summarizes the transactions recorded in Business Combinations and Shutdown and Other Special Charges, Net in the Condensed Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
In millions	2018		2017		2018			2017
Charges Associated with Business Combinations	$	6.6	$	5.4	$	16.6		$	9.3
Shutdown and Other Special Charges	2.0		0.7		2.8			5.4
Gain on Sale of Assets	—		—		(1.5		)	—
Total	$	8.6	$	6.1	$	17.9		$	14.7

2018

On June 12, 2018, the Company acquired substantially all the assets of PFP, LLC and its related entity, PFP Dallas Converting, LLC (collectively, "PFP"), a converter focused on the production of paperboard based air filter frames. The acquisition includes two facilities located in Lebanon, Tennessee and Lancaster, Texas. PFP is included in the Americas Paperboard Packaging reportable segment.

On January 1, 2018, the Company completed the NACP Combination. The NACP business produces SBS paperboard and paper-based foodservice products. The NACP business includes two SBS mills located in Augusta, Georgia and Texarkana, Texas (included in Paperboard Mills reportable segment), three converting facilities in the U.S. (included in Americas Paperboard Packaging reportable segment) and one in the United Kingdom ("U.K.") (included in the Europe Paperboard Packaging reportable segment).

2017

On December 1, 2017, the Company acquired the assets of Seydaco Packaging Corp. and its affiliates National Carton and Coating Co., and Groupe Ecco Boites Pliantes Ltée (collectively, "Seydaco"), a folding carton producer focused on the foodservice, food, personal care, and household goods markets. The acquisition includes three folding carton facilities located in Mississauga, Ontario, St.-Hyacinthe, Québec, and Xenia, Ohio.

On December 1, 2017, the Company closed its coated recycled paperboard mill in Santa Clara, California. This decision was made as a result of a thorough assessment of the facility's manufacturing capabilities and associated costs in the context of the Company's overall mill operating capabilities and cost structure. The financial impact is reflected in Shutdown and Other Special Charges in the table above.

On October 4, 2017, the Company acquired Norgraft Packaging, S.A., ("Norgraft"), a leading folding carton producer in Spain focused on the food and household goods markets. The acquisition includes two folding carton facilities located in Miliaño and Requejada, Spain.

On July 10, 2017, the Company acquired substantially all the assets of Carton Craft Corporation and its affiliate Lithocraft, Inc (collectively, "Carton Craft"). The acquisition includes two folding carton facilities located in New Albany, Indiana, focused on the production of paperboard based air filter frames and folding cartons.

The Seydaco, Norgraft, and Carton Craft transactions are referred to collectively as the "2017 Acquisitions." Seydaco and Carton Craft are included in the Americas Paperboard Packaging Segment. Norgraft is included in the Europe Paperboard Packaging Segment.

Charges associated with the NACP Combination and 2017 Acquisitions are reflected in Charges Associated with Business Combinations in the above table.

For more information regarding the above acquisitions see "Note 3 - Business Combinations."

Adoption of New Accounting Standards

Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2017-09, Compensation - Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715); Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU require the service cost component of net periodic benefit cost be reported in the same income statement line or lines as other compensation costs for employees. The other components of net periodic benefit cost are required to be reported separately from service costs and outside a subtotal of income from operations. Only the service cost component is eligible for capitalization. The adoption of this ASU was applied retrospectively for the reclassification of net periodic benefit expense, excluding service costs, in the Condensed Consolidated Statement of Operations. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this ASU provide guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This ASU was adopted prospectively and did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU provide guidance on how certain cash receipts and payments should be presented in the statement of cash flows and was applied retrospectively. This ASU requires the Company to classify consideration received for beneficial interest obtained for selling trade receivables as investing instead of operating activities. The retrospective impact on the Company's consolidated statement of cash flows for the six months ended June 30, 2017 was a $269.0 million decrease to cash provided by operating activities and a corresponding increase to cash provided by investing activities.

Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective approach. Adoption of ASU No. 2014-09 requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considered whether the adoption may require acceleration of revenue for products produced by the Company without an alternative use and when the Company would have a legally enforceable right of payment. The Company has determined that it does not have an enforceable right of payment for products produced but not yet shipped and recognizes all revenue under the point in time method. The adoption of ASU No. 2014-09 did not have a material impact on the Company's financial position, results of operations and cash flows.

Accounting Standards Not Yet Adopted

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial position, results of operations and cash flows.

In January 2017, the FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 of the goodwill impairment model. Step 2 measures a goodwill impairment loss by comparing the implied value of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized is limited to the amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company has formed an implementation team including representatives from finance, information technology and supply chain to assist in the implementation of this standard. A software solution has been determined and the Company is gathering information on all of its leases. The Company is evaluating the impact of adoption on the Company's financial position, results of operation and cash flows.

XML

Inventories, Net

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Inventories, Net

INVENTORIES, NET

Inventories, Net by major class:

In millions	June 30, 2018		December 31, 2017
Finished Goods	$	408.6	$	240.5
Work in Progress	106.6		74.1
Raw Materials	318.6		229.4
Supplies	156.1		90.0
Total	$	989.9	$	634.0

XML

Business Combinations

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Business Combinations

BUSINESS COMBINATIONS

On January 1, 2018, the Company completed the NACP Combination. The NACP business produces SBS paperboard and paper-based foodservice products. The NACP business includes two SBS mills located in Augusta, Georgia and Texarkana, Texas, three converting facilities in the U.S. and one in the U.K.

Total consideration for the NACP Combination, including debt assumed of $660 million, was $1.9 billion. The acquisition accounting for the NACP Combination is preliminary based on the estimated fair values as of the combination date and is subject to adjustments in subsequent periods once the third party valuations are finalized. Management believes that the purchase price attributable to goodwill represents the benefits expected as the acquisition was made to continue to expand the Company's product offering, integrate paperboard from the Company's mills and to further optimize the Company's supply chain footprint.

On June 12, 2018, the Company completed the PFP acquisition. The Company paid approximately $34 million using existing cash and borrowings under the line of credit. The acquisition includes two manufacturing facilities in Lebanon, Tennessee and Lancaster, Texas, focused on the production of paperboard-based air filter frames.

The Company expects that goodwill related to the NACP Combination will not be deductible for tax purposes. The Company expects that goodwill related to the PFP acquisition will be deductible for tax purposes.

The preliminary acquisition accounting for the NACP Combination and PFP acquisition is as follows:

In millions	Amounts Recognized as of Acquisition Dates		Measurement Period Adjustments			Amounts Recognized as of Acquisition Dates (as adjusted)
Purchase Price	$	1,270.2	$	(41.3	)	$	1,228.9
Assumed Debt	660.0		—			660.0
Total Purchase Consideration	$	1,930.2	$	(41.3	)	$	1,888.9
Receivables, Net	145.3		—			145.3
Inventories, Net	300.4		—			300.4
Other Current Assets	20.9		—			20.9
Property, Plant and Equipment, Net	1,221.6		12.5			1,234.1
Intangible Assets, Net (a)	103.6		0.2			103.8
Other Assets	6.0		—			6.0
Total Assets Acquired	1,797.8		12.7			1,810.5
Accounts Payable	112.6		—			112.6
Compensation and Employee Benefits	20.7		—			20.7
Current Liabilities	12.4		—			12.4
Other Noncurrent Liabilities	10.1		—			10.1
Total Liabilities Assumed	155.8		—			155.8
Net Assets Acquired	1,642.0		12.7			1,654.7
Goodwill	288.2		(54.0		)	234.2
Total Estimated Fair Value of Net Assets Acquired	$	1,930.2	$	(41.3	)	$	1,888.9

^(a) Intangible Assets, Net consists of customer relationships with a weighted average life of approximately 20 years.

The following unaudited pro forma consolidated results of operations data assumes that the NACP Combination occurred as of the beginning of the period presented. This pro forma data is based on historical information and does not necessarily reflect the actual results that would have occurred, nor is it indicative of future results of operations. 

	Three Months Ended		Six Months Ended
	June 30,		June 30,
In millions, except per share data	2017		2017
Net Sales	$	1,471.8	$	2,899.6
Net Income	34.1		85.8

Net Sales and Income from Operations from the NACP Combination was $360.1 million and $34.9 million, respectively for the three months ended June 30, 2018. Net Sales and Income from Operations from the NACP Combination was $719.6 million and $55.8 million, respectively, for the six months endedJune 30, 2018.

Total Assets increased as a result of the NACP Combination for the Paperboard Mills and Americas Paperboard Packaging reportable segments by approximately $1.5 billion and $0.6 billion, respectively, as compared to December 31, 2017.

In connection with the NACP Combination, the Company entered into agreements with IP for transition services, fiber procurement and corrugated products and ink supply.  Payments to IP for the six months ended June 30, 2018 under these agreements were $14.6 million, $8.5 million and $14.7 million, respectively.  In addition, approximately $5 million of payments were made for purchases unrelated to these agreements.

As disclosed in "Note 1 - General Information,"in 2017, the Company acquired Seydaco, Norgraft, and Carton Craft, which are referred to collectively as the "2017 Acquisitions." Seydaco and Carton Craft are included in the Americas Paperboard Packaging Segment. Norgraft is included in the Europe Paperboard Packaging Segment. The Company paid approximately $189 million, net of cash acquired, for the 2017 Acquisitions using existing cash and borrowings under its revolving line of credit, and assumed debt of approximately $14 million. During the second quarter of 2018, the Company made valuation adjustments of $0.5 million for Carton Craft, which was recorded to goodwill. In the first quarter of 2018, the Company paid an additional $2.4 million related to the working capital true-up for Seydaco, which was recorded to goodwill.

XML

Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt

DEBT

For more information regarding the Company’s debt, see “Note 5 — Debt”of the Notes to Consolidated Financial Statements in GPHC’s 2017 Form 10-K.

Long-Term Debt is comprised of the following:

In millions	June 30, 2018		December 31, 2017
Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.18%, payable in 2024	$	300.0	$	300.0
Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022	250.0		250.0
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.78%, payable in 2021	425.0		425.0
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (3.48% at June 30, 2018) payable through 2023	1,450.9		925.0
Senior Secured Revolving Facilities with interest payable at floating rates (3.11% at June 30, 2018) payable in 2023	493.6		319.0
Capital Lease Obligations	28.6		30.0
Other	26.7		28.9
Total Long-Term Debt	2,974.8		2,277.9
Less: Current Portion	38.5		52.2
	2,936.3		2,225.7
Less: Unamortized Deferred Debt Issuance Costs	12.0		12.5
Total	$	2,924.3	$	2,213.2

At June 30, 2018, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities:

In millions	Total Commitments		Total Outstanding		Total Available
Senior Secured Domestic Revolving Credit Facility(a)	$	1,450.0	$	389.6	$	1,033.4
Senior Secured International Revolving Credit Facility	183.7		104.0		79.7
Other International Facilities	65.5		37.2		28.3
Total	$	1,699.2	$	530.8	$	1,141.4

^(a)  In accordance with its debt agreements, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $27.0 million as of June 30, 2018. These letters of credit are primarily used as security against its self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through 2019 unless extended.

In connection with the consummation of the NACP Combination, the Company entered into a Third Amended and Restated Credit Agreement dated January 1, 2018 (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement effected an “amend and extend” transaction with respect to the Company’s existing senior credit facility by which, among other things: (i) the maturity date thereof was extended to January 1, 2023, (ii) the U.S. dollar commitment portion increased by $75 million, (iii) the applicable margin interest rate pricing grid levels were changed from those set forth in the prior credit facility, (iv) certain negative covenants contained in the prior credit facility were relaxed, and (v) certain amendments were effected so as to accommodate the transactions with IP.

In addition to the Amended and Restated Credit Agreement, on January 1, 2018 the Company assumed the term loan indebtedness previously incurred by IP (the “Term Loan Credit Agreement”) in an aggregate amount of $660 million, repayable pursuant to the same amortization schedule (expressed as a percentage of the principal amount thereof) as the Term Loan A under the Amended and Restated Credit Agreement and has the same maturity date of January 1, 2023. The applicable margin interest rate pricing grid, covenants and other terms are substantially equivalent to those contained in the Amended and Restated Credit Agreement. The Term Loan Credit Agreement is secured by a lien and security interest in substantially all of the assets of the Company on a pari passu basis with the liens and security interests securing the Amended and Restated Credit Agreement pursuant to the terms of a customary intercreditor agreement among the parties. The Amended and Restated Credit Agreement and Term Loan Credit Agreement are collectively referred as the "Credit Agreement."

The Credit Agreement is guaranteed by GPIP and certain domestic subsidiaries, and the 4.75% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 4.125% Senior Notes due 2024 are guaranteed by GPHC. The Credit Agreement and the indentures governing the 4.75% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 4.125% Senior Notes due 2024 (the “Indentures”) limit the Company's ability to incur additional indebtedness. Additional covenants contained in the Credit Agreement and the Indentures may, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase stock, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indenture, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Such restrictions could limit the Company’s ability to respond to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities.

As of June 30, 2018, the Company was in compliance with the covenants in the Credit Agreement and the Indentures.

XML

Equity Compensation

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Compensation

EQUITY COMPENSATION

The Company compensates its employees with grants of restricted stock units (“RSUs”) under the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan (the “2014 Plan”). Compensation costs related to the grants are recognized in the Consolidated Statements of Operations with a corresponding adjustment to Member's Interest. Under the 2014 Plan, GPHC may also grant to the Company's employees stock options, stock appreciation rights, restricted stock, and other types of stock-based and cash awards. Awards under the 2014 Plan generally vest and expire in accordance with terms established at the time of grant. Shares issued pursuant to awards under the 2014 Plan are from GPHC's authorized but unissued shares. Compensation costs are recognized on a straight-line basis over the requisite service period of the award.

Stock Awards, Restricted Stock and Restricted Stock Units

Under the 2014 Plan, all RSUs generally vest and become payable in three years from date of grant. RSUs granted to employees generally contain either performance conditions based on various financial targets or service requirements that must be met for the shares to vest.

Data concerning RSUs granted in the first six months of 2018 is as follows:

	RSUs	Weighted Average Grant Date Fair Value Per Share
RSUs — Employees	1,504,630	$	14.82
Stock Awards — Board of Directors	51,226	$	15.03

During the six months endedJune 30, 2018 and 2017, $8.0 million and $0.9 million, respectively, were charged to compensation expense for stock incentive plans.

During the six months endedJune 30, 2018 and 2017, approximately 0.6 million and 1.0 million GPHC shares were issued, respectively. The shares issued were primarily related to RSUs granted during 2015 and 2014, respectively.

XML

Pensions and Other Postretirement Benefits

6 Months Ended

Jun. 30, 2018

Retirement Benefits [Abstract]

Pensions and Other Postretirement Benefits

PENSIONS AND OTHER POSTRETIREMENT BENEFITS

The Company maintains both defined benefit pension plans and postretirement health care plans that provide medical and life insurance coverage to eligible salaried and hourly retired employees in North America and their dependents. The Company maintains international defined benefit pension plans which are either noncontributory or contributory and are funded in accordance with applicable local laws. Pension or termination benefits are based primarily on years of service and the employee's compensation.

Pension and Postretirement Expense

The pension and postretirement expenses related to the Company’s plans consisted of the following:

	Pension Benefits												Postretirement Health Care Benefits
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
In millions	2018			2017			2018			2017			2018			2017			2018			2017
Components of Net Periodic Cost:
Service Cost	$	4.6		$	1.9		$	9.2		$	4.5		$	0.1		$	0.2		$	0.3		$	0.4
Interest Cost	10.5			10.6			21.0			21.2			0.3			0.4			0.6			0.7
Administrative Expenses	0.1			—			0.2			—			—			—			—			—
Expected Return on Plan Assets	(15.9		)	(15.9		)	(31.9		)	(31.9		)	—			—			—			—
Amortization:
Prior Service Cost (Credit)	0.1			0.2			0.2			0.3			—			—			(0.1		)	(0.1		)
Actuarial Loss (Gain)	1.4			1.5			2.8			3.2			(0.4		)	(0.6		)	(0.9		)	(1.1		)
Net Periodic Cost (Benefit)	$	0.8		$	(1.7	)	$	1.5		$	(2.7	)	$	—		$	—		$	(0.1	)	$	(0.1	)

Employer Contributions

The Company made contributions of $2.0 million and $11.4 million to its pension plans during the first six months of 2018 and 2017, respectively. The Company expects to make contributions of $5 million to $10 million for the full year 2018. During 2017, the Company made $119.1 million of contributions to its pension plans.

The Company made postretirement health care benefit payments of $1.3 million and $1.2 million during the first six months of 2018 and 2017, respectively. The Company estimates its postretirement health care benefit payments for the full year 2018 to be approximately $3 million. During 2017, the Company made postretirement health care benefit payments of $2.2 million.

XML

Financial Instruments and Fair Value Measurement

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments and Fair Value Measurement

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT

The Company enters into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments under the Derivatives and Hedging topic of the FASB Codification and those not designated as hedging instruments under this guidance. The Company uses interest rate swaps, natural gas swap contracts, and forward exchange contracts. These derivative instruments are designated as cash flow hedges and, to the extent they are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in Accumulated Other Comprehensive Loss. These changes in fair value will subsequently be reclassified to earnings, contemporaneously with and offsetting changes in the related hedged exposure.

For more information regarding the Company’s financial instruments and fair value measurement, see “Note 9 — Financial Instruments, Derivatives and Hedging Activities” and “Note 10 — Fair Value Measurement” of the Notes to Consolidated Financial Statements of GPHC’s 2017 Form 10-K.

Interest Rate Risk

The Company uses interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan facility. Changes in fair value will subsequently be reclassified into earnings as a component of Interest Expense, Net as interest is incurred on amounts outstanding under the term loan facility. The following table summarizes the Company's current interest rate swap positions for each period presented as of June 30, 2018:

Start	End	(In Millions)  Notional Amount	Weighted Average Interest Rate
12/01/2017	10/01/2018	$250.0	1.16%
04/01/2018	01/01/2019	$150.0	2.03%
04/01/2018	01/01/2020	$150.0	2.25%
04/01/2018	10/01/2020	$150.0	2.36%
12/03/2018	01/01/2022	$120.0	2.92%
12/03/2018	01/04/2022	$80.0	2.79%

Ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. During the first six months of 2018 and 2017, there were no amounts of ineffectiveness related to changes in the fair value of interest rate swap agreements. Additionally, there were no amounts excluded from the measure of effectiveness.

Commodity Risk

To manage risks associated with future variability in cash flows and price risk attributable to purchases of natural gas, the Company enters into natural gas swap contracts to hedge prices for a designated percentage of its expected natural gas usage. Such contracts are designated as cash flow hedges. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss, the resulting gain or loss reclassified into Cost of Sales concurrently with the recognition of the commodity consumed, and the ineffective portion of the swap contracts’ change in fair value recognized immediately in earnings. The Company has hedged approximately 22% of its expected natural gas usage for the remainder of 2018.

During the first six months of 2018 and 2017, there were minimal amounts of ineffectiveness related to changes in the fair value of natural gas swap contracts. Additionally, there were no amounts excluded from the measure of effectiveness.

Foreign Currency Risk

The Company enters into forward exchange contracts to manage risks associated with foreign currency transactions and future variability of cash flows arising from those transactions that may be adversely affected by changes in exchange rates. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss and gains/losses related to these contracts are recognized in Other Expense (Income), Net or Net Sales, when appropriate.

At June 30, 2018, multiple forward exchange contracts existed that expire on various dates through the remainder of 2018. Those purchased forward exchange contracts outstanding at June 30, 2018 and December 31, 2017, when aggregated and measured in U.S. dollars at contractual rates at June 30, 2018 and December 31, 2017, had notional amounts totaling $29.4 million and $66.1 million, respectively.

No amounts were reclassified to earnings during the first six months of 2018 or during 2017 in connection with forecasted transactions that were considered probable of not occurring and there was no amount of ineffectiveness related to changes in the fair value of foreign currency forward contracts. Additionally, there were no amounts excluded from the measure of effectiveness.

Derivatives not Designated as Hedges

The Company enters into forward exchange contracts to effectively hedge substantially all of its accounts receivables resulting from sales transactions denominated in foreign currencies in order to manage risks associated with variability in cash flows that may be adversely affected by changes in exchange rates. At June 30, 2018 and December 31, 2017, multiple foreign currency forward exchange contracts existed, with maturities ranging up to three months. Those foreign currency exchange contracts outstanding at June 30, 2018 and December 31, 2017, when aggregated and measured in U.S. dollars at exchange rates at June 30, 2018 and December 31, 2017, had net notional amounts totaling $103.4 million and $90.1 million, respectively. Unrealized gains and losses resulting from these contracts are recognized in Other Expense (Income), Net and approximately offset corresponding recognized but unrealized gains and losses on the remeasurement of these accounts receivable.

Fair Value of Financial Instruments

The Company’s derivative instruments are carried at fair value. The Company has determined that the inputs to the valuation of these derivative instruments are Level 2 in the fair value hierarchy. Level 2 inputs are defined as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. The Company uses valuation techniques based on discounted cash flow analyses, which reflect the terms of the derivatives and use observable market-based inputs, including forward rates, and uses market price quotations obtained from independent derivatives brokers, corroborated with information obtained from independent pricing service providers.

As of June 30, 2018, the Company had a gross derivative asset of $2.9 million and a gross derivative liability of $0.9 million, related to interest rate, foreign currency and commodity contracts. As of June 30, 2018, there has not been any significant impact to the fair value of the Company’s derivative liabilities due to its own credit risk. Similarly, there has not been any significant adverse impact to the Company’s derivative assets based on evaluation of the Company’s counterparties’ credit risks.

The fair values of the Company’s other financial assets and liabilities at June 30, 2018 and December 31, 2017 approximately equal the carrying values reported on the Condensed Consolidated Balance Sheets except for Long-Term Debt. The fair value of the Company’s Long-Term Debt (excluding capital leases and deferred financing fees) was $2,929.0 million and $2,299.1 million as compared to the carrying amounts of $2,946.2 million and $2,247.9 million as of June 30, 2018 and December 31, 2017, respectively. The fair value of the Company’s Total Debt, including the Senior Notes, are based on quoted market prices (Level 2 inputs). Level 2 valuation techniques for Long-Term Debt are based on quotations obtained from independent pricing service providers.

The following is a rollforward of pre-tax Accumulated Other Comprehensive Loss pertaining to derivative instruments:

In millions
Balance at December 31, 2017	$	(0.3	)
Reclassification to Earnings	0.2
Current Period Change in Fair Value	1.9
Balance at June 30, 2018	$	1.8

At June 30, 2018, the Company expects to reclassify approximately $1.1 million of gains in the next twelve months from Accumulated Other Comprehensive Loss to earnings, contemporaneously with and offsetting changes in the related hedged exposure. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.

XML

Income Taxes

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The Company is classified as a disregarded entity for U.S. income tax purposes and is generally not subject to domestic income tax expense. As a result, the consolidated financial statements exclude the tax effect of domestic earnings with the exception of state income tax for certain states that directly tax the operations of disregarded entities. The consolidated financial statements include the local country tax effect of foreign earnings generated by the Company’s wholly-owned international subsidiaries. During the six months endedJune 30, 2018, the Company recognized Income Tax Expense of $5.8 million on Income before Income Taxes and Equity Income of Unconsolidated Entity of $148.6 million. The income tax expense in 2017 was related to GPII's status as a corporation.

XML

Environmental and Legal Matters

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Environmental and Legal Matters

ENVIRONMENTAL AND LEGAL MATTERS

Environmental Matters

The Company is subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those governing discharges to air, soil and water, the management, treatment and disposal of hazardous substances, solid waste and hazardous wastes, the investigation and remediation of contamination resulting from historical site operations and releases of hazardous substances, and the health and safety of employees. Compliance initiatives could result in significant costs, which could negatively impact the Company’s consolidated financial position, results of operations or cash flows. Any failure to comply with environmental or health and safety laws and regulations or any permits and authorizations required thereunder could subject the Company to fines, corrective action or other sanctions.

Some of the Company’s current and former facilities are the subject of environmental investigations and remediations resulting from historic operations and the release of hazardous substances or other constituents. Some current and former facilities have a history of industrial usage for which investigation and remediation obligations may be imposed in the future or for which indemnification claims may be asserted against the Company. Also, closures or sales of facilities may necessitate investigation and may result in remediation activities at those facilities.

The Company has established reserves for those facilities or issues where a liability is probable and the costs are reasonably estimable. The Company believes that the amounts accrued for its loss contingencies, and the reasonably possible loss beyond the amounts accrued, are not material to the Company’s consolidated financial position, results of operations or cash flows. The Company cannot estimate with certainty other future compliance, investigation or remediation costs. Some costs relating to historic usage that the Company considers to be reasonably possible of resulting in liability are not quantifiable at this time. The Company will continue to monitor environmental issues at each of its facilities, as well as regulatory developments, and will revise its accruals, estimates and disclosures relating to past, present and future operations, as additional information is obtained.

Legal Matters

The Company is a party to a number of lawsuits arising in the ordinary conduct of its business. Although the timing and outcome of these lawsuits cannot be predicted with certainty, the Company does not believe that disposition of these lawsuits will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

XML

Segment Information

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

The Company reports its results in three reportable segments as follows:

Paperboard Mills includes the eight North American paperboard mills which produce primarily CUK, CRB, and SBS, which is consumed internally to produce paperboard packaging for the Americas and Europe Paperboard Packaging segments. The remaining paperboard is sold externally to a wide variety of paperboard packaging converters and brokers. The Paperboard Mills segment Net Sales represent the sale of paperboard only to external customers. The effect of intercompany transfers to the paperboard packaging segments has been eliminated from the Paperboard Mills segment to reflect the economics of the integration of these segments.

Americas Paperboard Packaging includes paperboard packaging folding cartons and cups, lids and food containers sold primarily to Consumer Packaged Goods ("CPG") and Foodservice companies serving the food, beverage, and consumer product markets in the Americas.

Europe Paperboard Packaging includes paperboard packaging folding cartons and cups, lids and food containers sold primarily to CPG companies serving the food, beverage and consumer product markets in Europe.

The Company allocates certain mill and corporate costs to the reportable segments to appropriately represent the economics of these segments. The Corporate and Other caption includes the Pacific Rim and Australia operating segments and unallocated corporate and one-time costs.

These segments are evaluated by the chief operating decision maker based primarily on Income from Operations, as adjusted for depreciation and amortization. The accounting policies of the reportable segments are the same as those described above in "Note 1 - General Information."

Segment information is as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In millions	2018			2017			2018			2017
NET SALES:
Paperboard Mills	$	266.8		$	96.9		$	544.8		$	195.0
Americas Paperboard Packaging	1,022.8			812.7			2,012.7			1,605.5
Europe Paperboard Packaging	184.7			138.7			359.2			278.4
Corporate/Other/Eliminations(a)	35.0			46.4			68.6			77.3
Total	$	1,509.3		$	1,094.7		$	2,985.3		$	2,156.2
INCOME (LOSS) FROM OPERATIONS:
Paperboard Mills	$	(8.4	)	$	(10.3	)	$	(15.1	)	$	(22.6	)
Americas Paperboard Packaging	114.3			90.5			226.3			179.9
Europe Paperboard Packaging	12.8			9.0			27.5			16.0
Corporate and Other (b)	(8.6		)	(5.4		)	(37.4		)	(17.9		)
Total	$	110.1		$	83.8		$	201.3		$	155.4
DEPRECIATION AND AMORTIZATION:
Paperboard Mills	$	57.2		$	31.2		$	108.7		$	61.8
Americas Paperboard Packaging	37.3			29.5			78.3			59.7
Europe Paperboard Packaging	12.3			10.1			24.8			19.9
Corporate and Other	4.5			4.4			9.3			8.8
Total	$	111.3		$	75.2		$	221.1		$	150.2

^(a)  Includes Revenue from contracts with customers for the Australia and Pacific Rim operating segments, which is not material.

^(b)   Includes expenses related to acquisitions, integration activities and shutdown costs.

For more information regarding the Company’s business segments, see “Note 14 — Business Segment and Geographic Area Information”of the Notes to Consolidated Financial Statements of GPHC’s 2017 Form 10-K.

XML

Member's Interest

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Member's Interest

MEMBER'S INTEREST

The following is a summary of the changes in member's total interest for the six months endedJune 30, 2018:

In millions	Total Members Interest
Balance at December 31, 2017	$	1,570.1
NACP Combination	1,234.6
Net Income	143.5
Other Comprehensive Income, Net of Tax	(6.8		)
Compensation Expense Under Share-Based Plans	8.0
Distributions of Membership Interest	(63.5		)
Balance at June 30, 2018	$	2,885.9

XML

Accumulated Other Comprehensive (Loss) Income

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Accumulated Other Comprehensive (Loss) Income

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The changes in the components of Accumulated Other Comprehensive (Loss) Income for six months endedJune 30, 2018 are as follows^(a):

In millions	Derivative Instruments			Pension Benefit Plans			Postretirement Benefit Plans			Currency Translation Adjustment			Total
Balance at December 31, 2017	$	(0.2	)	$	(265.3	)	$	20.8		$	(103.1	)	$	(347.8	)
Other Comprehensive Income (Loss) before Reclassifications	1.8			—			—			(10.8		)	(9.0		)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)(b)	0.2			3.0			(1.0		)	—			2.2
Net Current-period Other Comprehensive Income (Loss)	2.0			3.0			(1.0		)	(10.8		)	(6.8		)
Balance at June 30, 2018	$	1.8		$	(262.3	)	$	19.8		$	(113.9	)	$	(354.6	)

^(a)  All amounts are net of income taxes.

^(b) See following table for details about these reclassifications.

The following represents reclassifications out of Accumulated Other Comprehensive (Loss) Income for the six months endedJune 30, 2018:

In millions
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Statement Where Net Income is Presented
Derivatives Instruments:
Commodity Contracts	$	(0.4	)		Cost of Sales
Foreign Currency Contracts	1.0				Other Expense (Income), Net
Interest Rate Swap Agreements	(0.4		)		Interest Income, Net
	$	0.2			Total, Net of Tax
Amortization of Defined Benefit Pension Plans:
Prior Service Costs	$	0.2		(c)
Actuarial Losses	2.8			(c)
	$	3.0			Total, Net of Tax
Amortization of Postretirement Benefit Plans:
Prior Service Credits	$	(0.1	)	(c)
Actuarial Gains	(0.9		)	(c)
	$	(1.0	)		Total, Net of Tax
Total Reclassifications for the Period	$	2.2

^(c)  These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see “Note 6 — Pensions and Other Postretirement Benefits").

XML

Guarantor Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Guarantor Condensed Consolidating Financial Statements

GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

These consolidating financial statements reflect GPIL (the "Issuer"); and the Subsidiary Guarantors, which consist of all material 100% owned subsidiaries of GPIL other than its foreign subsidiaries; and the nonguarantor subsidiaries (herein referred to as “Nonguarantor Subsidiaries”). The Nonguarantor Subsidiaries include all of GPIL's foreign subsidiaries and immaterial domestic subsidiaries. Separate complete financial statements of the Subsidiary Guarantors are not presented because the guarantors are jointly and severally, fully and unconditionally liable under the guarantees.

	Three Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	1,251.0		$	0.8		$	347.6		$	(90.1	)	$	1,509.3
Cost of Sales	1,060.1			(0.3		)	303.7			(90.1		)	1,273.4
Selling, General and Administrative	91.3			—			23.4			—			114.7
Other (Income) Expense, Net	(1.6		)	—			4.1			—			2.5
Business Combinations and Shutdown and Other Special Charges	7.9			—			0.7			—			8.6
Income from Operations	93.3			1.1			15.7			—			110.1
Nonoperating Pension Income	3.2			—			0.9			—			4.1
Interest Expense, Net	(29.0		)	—			(1.3		)	—			(30.3		)
Loss on Modification or Extinguishment of Debt	—			—			—			—			—
Income before Income Taxes and Equity Income of Unconsolidated Entity	67.5			1.1			15.3			—			83.9
Income Tax (Expense) Benefit	(4.2		)	(0.1		)	1.2			—			(3.1		)
Income before Equity Income of Unconsolidated Entities	63.3			1.0			16.5			—			80.8
Equity Income of Unconsolidated Entity	—			—			0.4			—			0.4
Equity in Net Earnings of Subsidiaries	17.9			(1.0		)	—			(16.9		)	—
Net Income (Loss)	$	81.2		$	—		$	16.9		$	(16.9	)	$	81.2
Comprehensive Income (Loss)	$	54.5		$	(2.3	)	$	(28.9	)	$	31.2		$	54.5

	Three Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	889.9		$	12.5		$	272.0		$	(79.7	)	$	1,094.7
Cost of Sales	747.7			10.5			242.4			(79.7		)	920.9
Selling, General and Administrative	63.8			0.8			19.7			—			84.3
Other (Income) Expense, Net	(2.6		)	—			2.2			—			(0.4		)
Business Combinations and Shutdown and Other Special Charges, Net	2.3			—			3.8			—			6.1
Income from Operations	78.7			1.2			3.9			—			83.8
Nonoperating Pension Income	3.8			—			—			—			3.8
Interest Expense, Net	(21.3		)	—			(1.2		)	—			(22.5		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	61.2			1.2			2.7			—			65.1
Income Tax Expense	(21.8		)	(0.5		)	(1.3		)	—			(23.6		)
Income before Equity Income of Unconsolidated Entity	39.4			0.7			1.4			—			41.5
Equity Income of Unconsolidated Entity	—			—			0.5			—			0.5
Equity in Net Earnings of Subsidiaries	2.6			(1.1		)	—			(1.5		)	—
Net Income (Loss)	$	42.0		$	(0.4	)	$	1.9		$	(1.5	)	$	42.0
Comprehensive Income (Loss)	$	58.0		$	(43.2	)	$	24.4		$	18.8		$	58.0

	Six Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	2,485.9		$	1.4		$	674.0		$	(176.0	)	$	2,985.3
Cost of Sales	2,109.5			(0.6		)	594.0			(176.0		)	2,526.9
Selling, General and Administrative	189.1			—			46.7			—			235.8
Other (Income) Expense, Net	(1.9		)	—			5.3			—			3.4
Business Combinations and Shutdown and Other Special Charges	17.0			—			0.9			—			17.9
Income from Operations	172.2			2.0			27.1			—			201.3
Nonoperating Pension Income	6.5			—			1.8			—			8.3
Interest Expense, Net	(56.5		)	—			(2.6		)	—			(59.1		)
Loss on Modification or Extinguishment of Debt	(1.9		)	—			—			—			(1.9		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	120.3			2.0			26.3			—			148.6
Income Tax Expense	(4.6		)	(0.1		)	(1.1		)	—			(5.8		)
Income before Equity Income of Unconsolidated Entities	115.7			1.9			25.2			—			142.8
Equity Income of Unconsolidated Entity	—			—			0.7			—			0.7
Equity in Net Earnings of Subsidiaries	27.8			(1.9		)	—			(25.9		)	—
Net Income (Loss)	$	143.5		$	—		$	25.9		$	(25.9	)	$	143.5
Comprehensive Income (Loss)	$	136.7		$	(0.1	)	$	0.6		$	(0.5	)	$	136.7

	Six Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	1,735.1		$	49.5		$	534.6		$	(163.0	)	$	2,156.2
Cost of Sales	1,456.2			41.3			476.0			(163.0		)	1,810.5
Selling, General and Administrative	133.5			3.5			39.2			—			176.2
Other (Income) Expense, Net	(5.3		)	0.1			4.6			—			(0.6		)
Business Combinations and Shutdown and Other Special Charges, Net	8.1			—			6.6			—			14.7
Income from Operations	142.6			4.6			8.2			—			155.4
Nonoperating Pension Income	7.7			—			—			—			7.7
Interest Expense, Net	(41.7		)	—			(2.1		)	—			(43.8		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	108.6			4.6			6.1			—			119.3
Income Tax Expense	(36.7		)	(1.7		)	(2.8		)	—			(41.2		)
Income before Equity Income of Unconsolidated Entity	71.9			2.9			3.3			—			78.1
Equity Income of Unconsolidated Entity	—			—			0.9			—			0.9
Equity in Net Earnings of Subsidiaries	7.1			(4.5		)	—			(2.6		)	—
Net Income (Loss)	$	79.0		$	(1.6	)	$	4.2		$	(2.6	)	$	79.0
Comprehensive Income (Loss)	$	112.7		$	(22.0	)	$	45.2		$	(23.2	)	$	112.7

	June 30, 2018
In millions	Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	5.4	$	—	$	43.8		$	—		$	49.2
Receivables, Net	327.6		—		370.6			—			698.2
Inventories, Net	752.8		—		237.1			—			989.9
Intercompany	659.0		205.2		—			(864.2		)	—
Deferred Income Tax Assets	—		—		0.6			—			0.6
Other Current Assets	52.3		—		15.1			—			67.4
Total Current Assets	1,797.1		205.2		667.2			(864.2		)	1,805.3
Property, Plant and Equipment, Net	2,782.6		0.1		332.2			—			3,114.9
Investment in Consolidated Subsidiaries	205.3		12.0		—			(217.3		)	—
Goodwill	1,385.1		—		172.8			—			1,557.9
Other Assets	443.7		—		138.2			—			581.9
Total Assets	$	6,613.8	$	217.3	$	1,310.4		$	(1,081.5	)	$	7,060.0
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	37.9	$	—	$	13.6		$	—		$	51.5
Accounts Payable	480.6		—		148.8			—			629.4
Intercompany	—		—		1,084.8			(1,084.8		)	—
Interest Payable	13.3		—		0.6			—			13.9
Other Accrued Liabilities	235.2		—		70.0			—			305.2
Total Current Liabilities	767.0		—		1,317.8			(1,084.8		)	1,000.0
Long-Term Debt	2,792.2		—		132.1			—			2,924.3
Deferred Income Tax Liabilities	7.6		—		16.8			—			24.4
Other Noncurrent Liabilities	161.1		—		64.3			—			225.4
MEMBER'S INTEREST
Total Member's Interest	2,885.9		217.3		(220.6		)	3.3			2,885.9
Total Liabilities and Member's Interest	$	6,613.8	$	217.3	$	1,310.4		$	(1,081.5	)	$	7,060.0

	December 31, 2017
In millions	Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1.2	$	—	$	42.9		$	—		$	44.1
Receivables, Net	78.4		—		339.9			—			418.3
Inventories, Net	417.8		—		216.2			—			634.0
Intercompany	607.5		204.3		—			(811.8		)	—
Other Current Assets	26.7		—		12.1			—			38.8
Total Current Assets	1,131.6		204.3		611.1			(811.8		)	1,135.2
Property, Plant and Equipment, Net	1,532.9		0.1		334.2			—			1,867.2
Investment in Consolidated Subsidiaries	204.4		13.0		—			(217.4		)	—
Goodwill	1,154.8		—		168.2			—			1,323.0
Other Assets	354.0		—		140.7			—			494.7
Total Assets	$	4,377.7	$	217.4	$	1,254.2		$	(1,029.2	)	$	4,820.1
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	51.5	$	—	$	9.8		$	—		$	61.3
Accounts Payable	380.5		—		134.8			—			515.3
Interest Payable	14.3		—		0.6			—			14.9
Intercompany	—		—		1,033.0			(1,033.0		)	—
Other Accrued Liabilities	163.5		—		68.9			—			232.4
Total Current Liabilities	609.8		—		1,247.1			(1,033.0		)	823.9
Long-Term Debt	2,082.3		—		130.9			—			2,213.2
Deferred Income Tax Liabilities	2.2		—		26.8			—			29.0
Other Noncurrent Liabilities	113.3		—		70.6			—			183.9
MEMBER'S INTEREST
Total Member's Interest	1,570.1		217.4		(221.2		)	3.8			1,570.1
Total Liabilities and Member's Interest	$	4,377.7	$	217.4	$	1,254.2		$	(1,029.2	)	$	4,820.1

	Six Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	143.5		$	—		$	25.9		$	(25.9	)	$	143.5
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	185.1			—			36.0			—			221.1
Deferred Income Taxes	3.6			—			(7.6		)	—			(4.0		)
Amount of Postretirement Expense Greater (Less) Than Funding	1.3			—			(3.2		)	—			(1.9		)
Equity in Net Earnings of Subsidiaries	(27.8		)	1.9			—			25.9			—
Other, Net	22.8			—			0.2			—			23.0
Changes in Operating Assets and Liabilities	(571.0		)	(1.9		)	(86.6		)	—			(659.5		)
Net Cash Used in Operating Activities	(242.5		)	—			(35.3		)	—			(277.8		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(152.4		)	—			(14.9		)	—			(167.3		)
Packaging Machinery Spending	(5.1		)	—			(1.0		)	—			(6.1		)
Acquisition of Business, Net of Cash Acquired	4.5			—			(1.1		)	—			3.4
Cash Receipts on Sold Receivables	571.7			—			52.3			—			624.0
Beneficial Interest Obtained in Exchange for Proceeds	(144.4		)	—			(6.5		)	—			(150.9		)
Other, Net	(0.7		)	—			(2.7		)	—			(3.4		)
Net Cash Provided by Investing Activities	273.6			—			26.1			—			299.7
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(134.1		)	—			—			—			(134.1		)
Borrowings under Revolving Credit Facilities	935.4			—			25.7			—			961.1
Payments on Revolving Credit Facilities	(764.6		)	—			(14.8		)	—			(779.4		)
Membership Distribution	(57.4		)	—			—			—			(57.4		)
Debt Issuance Cost	(7.9		)	—			—			—			(7.9		)
Other, Net	1.7			—			—			—			1.7
Net Cash (Used in) Provided by Financing Activities	(26.9		)	—			10.9			—			(16.0		)
Effect of Exchange Rate Changes on Cash	—			—			(0.8		)	—			(0.8		)
Net Increase in Cash and Cash Equivalents	4.2			—			0.9			—			5.1
Cash and Cash Equivalents at Beginning of Period	1.2			—			42.9			—			44.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5.4		$	—		$	43.8		$	—		$	49.2

	Six Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	79.0		$	(1.6	)	$	4.2		$	(2.6	)	$	79.0
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	117.1			4.8			28.3			—			150.2
Deferred Income Taxes	30.7			1.6			(1.6		)	—			30.7
Amount of Postretirement Expense Less Than Funding	(12.5		)	—			(2.9		)	—			(15.4		)
Equity in Net Earnings of Subsidiaries	(7.1		)	4.5			—			2.6			—
Other, Net	(5.0		)	—			0.5			—			(4.5		)
Changes in Operating Assets and Liabilities	(254.2		)	(10.5		)	(79.2		)	—			(343.9		)
Net Cash Used In Operating Activities	(52.0		)	(1.2		)	(50.7		)	—			(103.9		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(104.9		)	—			(30.9		)	—			(135.8		)
Packaging Machinery Spending	(8.7		)	—			—			—			(8.7		)
Cash Receipts on Sold Receivables	236.2			—			48.3			—			284.5
Beneficial Interest Obtained in Exchange for Proceeds	(10.0		)	—			(5.5		)	—			(15.5		)
Other, Net	(2.3		)	—			—			—			(2.3		)
Net Cash Provided by Investing Activities	110.3			—			11.9			—			122.2
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(12.5		)	—			—			—			(12.5		)
Borrowings under Revolving Credit Facilities	491.2			—			11.1			—			502.3
Payments on Revolving Credit Facilities	(430.0		)	—			(19.0		)	—			(449.0		)
Dividends Paid	(116.5		)	—			—			—			(116.5		)
Other, Net	9.1			—			—			—			9.1
Net Cash Used in Financing Activities	(58.7		)	—			(7.9		)	—			(66.6		)
Effect of Exchange Rate Changes on Cash	—			—			1.7			—			1.7
Net Decrease in Cash and Cash Equivalents	(0.4		)	(1.2		)	(45.0		)	—			(46.6		)
Cash and Cash Equivalents at Beginning of Period	0.9			1.2			57.0			—			59.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	0.5		$	—		$	12.0		$	—		$	12.5

XML

General Information (Policies)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Consolidation

The Company’s Condensed Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in consolidation.

Basis of Accounting

In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year end Condensed Consolidated Balance Sheet data was derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Because GPII was a wholly-owned subsidiary of GPHC for the six months endedJune 30, 2017 and the conversion of GPII to GPIL did not occur until December 29, 2017, these Condensed Consolidated Financial Statements should be read in conjunction with GPHC’s Form 10-K for the year ended December 31, 2017.

Use of Estimates

In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known.

Revenue Recognition

The Company has two primary activities from which it generates revenue from contracts with customers, and revenue is disaggregated primarily by geography and type of activity as further explained in "Note 10-Segments." All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty of revenue and related cash flows.

Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the performance obligation by transferring control over the product or service to a customer, which is generally based on shipping terms and passage of title under the point-in-time method of recognition. For the three months ended June 30, 2018 and 2017, the Company recognized $1,506.2 million and $1,089.4 million, respectively, of revenue from contracts with customers. For the six months endedJune 30, 2018 and 2017, the Company recognized $2,977.0 million and $2,145.8 million, respectively, of revenue from contracts with customers.

The transaction price allocated to each performance obligation consists of the stand alone selling price, estimates of rebates and other sales or contract renewal incentives, and cash discounts and sales returns ("Variable Consideration"). Estimates are made for Variable Consideration based on contract terms and historical experience of actual results and are applied to the performance obligations as they are settled. Purchases by the Company’s principal customers are manufactured and shipped with minimal lead time, therefore performance obligations are generally settled shortly after manufacturing and shipment.

The Company's contract assets consist primarily of contract renewal incentive payments to customers which are amortized over the period in which performance obligations related to the contract renewal are satisfied. As of June 30, 2018 and December 31, 2017 contract assets were $23.1 million and $11.7 million, respectively. The Company's contract liabilities consist principally of rebates, and as of June 30, 2018 and December 31, 2017 were $41.5 million and $28.6 million, respectively.

Accounting Standards Adopted and Not Yet Adopted

Adoption of New Accounting Standards

Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2017-09, Compensation - Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715); Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU require the service cost component of net periodic benefit cost be reported in the same income statement line or lines as other compensation costs for employees. The other components of net periodic benefit cost are required to be reported separately from service costs and outside a subtotal of income from operations. Only the service cost component is eligible for capitalization. The adoption of this ASU was applied retrospectively for the reclassification of net periodic benefit expense, excluding service costs, in the Condensed Consolidated Statement of Operations. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this ASU provide guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This ASU was adopted prospectively and did not have a material impact on the Company’s financial position, results of operations and cash flows.

Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU provide guidance on how certain cash receipts and payments should be presented in the statement of cash flows and was applied retrospectively. This ASU requires the Company to classify consideration received for beneficial interest obtained for selling trade receivables as investing instead of operating activities. The retrospective impact on the Company's consolidated statement of cash flows for the six months ended June 30, 2017 was a $269.0 million decrease to cash provided by operating activities and a corresponding increase to cash provided by investing activities.

Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective approach. Adoption of ASU No. 2014-09 requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considered whether the adoption may require acceleration of revenue for products produced by the Company without an alternative use and when the Company would have a legally enforceable right of payment. The Company has determined that it does not have an enforceable right of payment for products produced but not yet shipped and recognizes all revenue under the point in time method. The adoption of ASU No. 2014-09 did not have a material impact on the Company's financial position, results of operations and cash flows.

Accounting Standards Not Yet Adopted

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial position, results of operations and cash flows.

In January 2017, the FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 of the goodwill impairment model. Step 2 measures a goodwill impairment loss by comparing the implied value of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized is limited to the amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company has formed an implementation team including representatives from finance, information technology and supply chain to assist in the implementation of this standard. A software solution has been determined and the Company is gathering information on all of its leases. The Company is evaluating the impact of adoption on the Company's financial position, results of operation and cash flows.

XML

General Information (Tables)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of the Agreements for Purchasing and Servicing of Receivables

The following table summarizes the activity under these programs as of June 30, 2018 and 2017, respectively:

	Six Months Ended
	June 30,
In millions	2018			2017
Receivables Sold and Derecognized	$	1,669.6		$	683.2
Proceeds Collected on Behalf of Financial Institutions	1,632.0			644.3
Net Proceeds (Paid to) Received From Financial Institutions	(51.5		)	29.9
Deferred Purchase Price(a)	202.4			38.3

^(a) Included in Receivables, Net and represents receivables from the financial institution which have purchasing and servicing of receivable agreements, which is a Level 3 fair value measure.

Schedule of Restructuring and Other Special Charges

The following table summarizes the transactions recorded in Business Combinations and Shutdown and Other Special Charges, Net in the Condensed Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
In millions	2018		2017		2018			2017
Charges Associated with Business Combinations	$	6.6	$	5.4	$	16.6		$	9.3
Shutdown and Other Special Charges	2.0		0.7		2.8			5.4
Gain on Sale of Assets	—		—		(1.5		)	—
Total	$	8.6	$	6.1	$	17.9		$	14.7

XML

Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Inventories, Net by major class

Inventories, Net by major class:

In millions	June 30, 2018		December 31, 2017
Finished Goods	$	408.6	$	240.5
Work in Progress	106.6		74.1
Raw Materials	318.6		229.4
Supplies	156.1		90.0
Total	$	989.9	$	634.0

XML

Business Combinations (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary acquisition accounting for the NACP Combination and PFP acquisition is as follows:

In millions	Amounts Recognized as of Acquisition Dates		Measurement Period Adjustments			Amounts Recognized as of Acquisition Dates (as adjusted)
Purchase Price	$	1,270.2	$	(41.3	)	$	1,228.9
Assumed Debt	660.0		—			660.0
Total Purchase Consideration	$	1,930.2	$	(41.3	)	$	1,888.9
Receivables, Net	145.3		—			145.3
Inventories, Net	300.4		—			300.4
Other Current Assets	20.9		—			20.9
Property, Plant and Equipment, Net	1,221.6		12.5			1,234.1
Intangible Assets, Net (a)	103.6		0.2			103.8
Other Assets	6.0		—			6.0
Total Assets Acquired	1,797.8		12.7			1,810.5
Accounts Payable	112.6		—			112.6
Compensation and Employee Benefits	20.7		—			20.7
Current Liabilities	12.4		—			12.4
Other Noncurrent Liabilities	10.1		—			10.1
Total Liabilities Assumed	155.8		—			155.8
Net Assets Acquired	1,642.0		12.7			1,654.7
Goodwill	288.2		(54.0		)	234.2
Total Estimated Fair Value of Net Assets Acquired	$	1,930.2	$	(41.3	)	$	1,888.9

^(a) Intangible Assets, Net consists of customer relationships with a weighted average life of approximately 20 years.

Schedule of Pro Forma Information

The following unaudited pro forma consolidated results of operations data assumes that the NACP Combination occurred as of the beginning of the period presented. This pro forma data is based on historical information and does not necessarily reflect the actual results that would have occurred, nor is it indicative of future results of operations. 

	Three Months Ended		Six Months Ended
	June 30,		June 30,
In millions, except per share data	2017		2017
Net Sales	$	1,471.8	$	2,899.6
Net Income	34.1		85.8

XML

Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-Term Debt is comprised of the following:

In millions	June 30, 2018		December 31, 2017
Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.18%, payable in 2024	$	300.0	$	300.0
Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022	250.0		250.0
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.78%, payable in 2021	425.0		425.0
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (3.48% at June 30, 2018) payable through 2023	1,450.9		925.0
Senior Secured Revolving Facilities with interest payable at floating rates (3.11% at June 30, 2018) payable in 2023	493.6		319.0
Capital Lease Obligations	28.6		30.0
Other	26.7		28.9
Total Long-Term Debt	2,974.8		2,277.9
Less: Current Portion	38.5		52.2
	2,936.3		2,225.7
Less: Unamortized Deferred Debt Issuance Costs	12.0		12.5
Total	$	2,924.3	$	2,213.2

Schedule of Revolving Credit Facilities

At June 30, 2018, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities:

In millions	Total Commitments		Total Outstanding		Total Available
Senior Secured Domestic Revolving Credit Facility(a)	$	1,450.0	$	389.6	$	1,033.4
Senior Secured International Revolving Credit Facility	183.7		104.0		79.7
Other International Facilities	65.5		37.2		28.3
Total	$	1,699.2	$	530.8	$	1,141.4

^(a)  In accordance with its debt agreements, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $27.0 million as of June 30, 2018. These letters of credit are primarily used as security against its self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through 2019 unless extended.

XML

Equity Compensation (Tables)

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Data concerning RSUs and stock awards granted

Data concerning RSUs granted in the first six months of 2018 is as follows:

	RSUs	Weighted Average Grant Date Fair Value Per Share
RSUs — Employees	1,504,630	$	14.82
Stock Awards — Board of Directors	51,226	$	15.03

XML

Pensions and Other Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2018

Retirement Benefits [Abstract]

Schedule of pension and postretirement expenses

The pension and postretirement expenses related to the Company’s plans consisted of the following:

	Pension Benefits												Postretirement Health Care Benefits
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
In millions	2018			2017			2018			2017			2018			2017			2018			2017
Components of Net Periodic Cost:
Service Cost	$	4.6		$	1.9		$	9.2		$	4.5		$	0.1		$	0.2		$	0.3		$	0.4
Interest Cost	10.5			10.6			21.0			21.2			0.3			0.4			0.6			0.7
Administrative Expenses	0.1			—			0.2			—			—			—			—			—
Expected Return on Plan Assets	(15.9		)	(15.9		)	(31.9		)	(31.9		)	—			—			—			—
Amortization:
Prior Service Cost (Credit)	0.1			0.2			0.2			0.3			—			—			(0.1		)	(0.1		)
Actuarial Loss (Gain)	1.4			1.5			2.8			3.2			(0.4		)	(0.6		)	(0.9		)	(1.1		)
Net Periodic Cost (Benefit)	$	0.8		$	(1.7	)	$	1.5		$	(2.7	)	$	—		$	—		$	(0.1	)	$	(0.1	)

XML

Financial Instruments and Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swap Positions

The following table summarizes the Company's current interest rate swap positions for each period presented as of June 30, 2018:

Start	End	(In Millions)  Notional Amount	Weighted Average Interest Rate
12/01/2017	10/01/2018	$250.0	1.16%
04/01/2018	01/01/2019	$150.0	2.03%
04/01/2018	01/01/2020	$150.0	2.25%
04/01/2018	10/01/2020	$150.0	2.36%
12/03/2018	01/01/2022	$120.0	2.92%
12/03/2018	01/04/2022	$80.0	2.79%

Rollforward of pre-tax derivative Accumulated Other Comprehensive Loss

The following is a rollforward of pre-tax Accumulated Other Comprehensive Loss pertaining to derivative instruments:

In millions
Balance at December 31, 2017	$	(0.3	)
Reclassification to Earnings	0.2
Current Period Change in Fair Value	1.9
Balance at June 30, 2018	$	1.8

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Schedule of Segment Information

Segment information is as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In millions	2018			2017			2018			2017
NET SALES:
Paperboard Mills	$	266.8		$	96.9		$	544.8		$	195.0
Americas Paperboard Packaging	1,022.8			812.7			2,012.7			1,605.5
Europe Paperboard Packaging	184.7			138.7			359.2			278.4
Corporate/Other/Eliminations(a)	35.0			46.4			68.6			77.3
Total	$	1,509.3		$	1,094.7		$	2,985.3		$	2,156.2
INCOME (LOSS) FROM OPERATIONS:
Paperboard Mills	$	(8.4	)	$	(10.3	)	$	(15.1	)	$	(22.6	)
Americas Paperboard Packaging	114.3			90.5			226.3			179.9
Europe Paperboard Packaging	12.8			9.0			27.5			16.0
Corporate and Other (b)	(8.6		)	(5.4		)	(37.4		)	(17.9		)
Total	$	110.1		$	83.8		$	201.3		$	155.4
DEPRECIATION AND AMORTIZATION:
Paperboard Mills	$	57.2		$	31.2		$	108.7		$	61.8
Americas Paperboard Packaging	37.3			29.5			78.3			59.7
Europe Paperboard Packaging	12.3			10.1			24.8			19.9
Corporate and Other	4.5			4.4			9.3			8.8
Total	$	111.3		$	75.2		$	221.1		$	150.2

^(a)  Includes Revenue from contracts with customers for the Australia and Pacific Rim operating segments, which is not material.

^(b)   Includes expenses related to acquisitions, integration activities and shutdown costs.

XML

Member's Interest (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Summary of Changes in Total Equity

The following is a summary of the changes in member's total interest for the six months endedJune 30, 2018:

In millions	Total Members Interest
Balance at December 31, 2017	$	1,570.1
NACP Combination	1,234.6
Net Income	143.5
Other Comprehensive Income, Net of Tax	(6.8		)
Compensation Expense Under Share-Based Plans	8.0
Distributions of Membership Interest	(63.5		)
Balance at June 30, 2018	$	2,885.9

XML

Accumulated Other Comprehensive (Loss) Income (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Schedule of changes in Accumulated Other Comprehensive (Loss) Income

The changes in the components of Accumulated Other Comprehensive (Loss) Income for six months endedJune 30, 2018 are as follows^(a):

In millions	Derivative Instruments			Pension Benefit Plans			Postretirement Benefit Plans			Currency Translation Adjustment			Total
Balance at December 31, 2017	$	(0.2	)	$	(265.3	)	$	20.8		$	(103.1	)	$	(347.8	)
Other Comprehensive Income (Loss) before Reclassifications	1.8			—			—			(10.8		)	(9.0		)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)(b)	0.2			3.0			(1.0		)	—			2.2
Net Current-period Other Comprehensive Income (Loss)	2.0			3.0			(1.0		)	(10.8		)	(6.8		)
Balance at June 30, 2018	$	1.8		$	(262.3	)	$	19.8		$	(113.9	)	$	(354.6	)

^(a)  All amounts are net of income taxes.

^(b) See following table for details about these reclassifications.

Reclassification out of Accumulated Other Comprehensive (Loss) Income

The following represents reclassifications out of Accumulated Other Comprehensive (Loss) Income for the six months endedJune 30, 2018:

In millions
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Statement Where Net Income is Presented
Derivatives Instruments:
Commodity Contracts	$	(0.4	)		Cost of Sales
Foreign Currency Contracts	1.0				Other Expense (Income), Net
Interest Rate Swap Agreements	(0.4		)		Interest Income, Net
	$	0.2			Total, Net of Tax
Amortization of Defined Benefit Pension Plans:
Prior Service Costs	$	0.2		(c)
Actuarial Losses	2.8			(c)
	$	3.0			Total, Net of Tax
Amortization of Postretirement Benefit Plans:
Prior Service Credits	$	(0.1	)	(c)
Actuarial Gains	(0.9		)	(c)
	$	(1.0	)		Total, Net of Tax
Total Reclassifications for the Period	$	2.2

^(c)  These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see “Note 6 — Pensions and Other Postretirement Benefits").

XML

Guarantor Condensed Consolidating Financial Statements (Tables)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Guarantor Condensed Consolidating Statements of Operations

	Three Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	1,251.0		$	0.8		$	347.6		$	(90.1	)	$	1,509.3
Cost of Sales	1,060.1			(0.3		)	303.7			(90.1		)	1,273.4
Selling, General and Administrative	91.3			—			23.4			—			114.7
Other (Income) Expense, Net	(1.6		)	—			4.1			—			2.5
Business Combinations and Shutdown and Other Special Charges	7.9			—			0.7			—			8.6
Income from Operations	93.3			1.1			15.7			—			110.1
Nonoperating Pension Income	3.2			—			0.9			—			4.1
Interest Expense, Net	(29.0		)	—			(1.3		)	—			(30.3		)
Loss on Modification or Extinguishment of Debt	—			—			—			—			—
Income before Income Taxes and Equity Income of Unconsolidated Entity	67.5			1.1			15.3			—			83.9
Income Tax (Expense) Benefit	(4.2		)	(0.1		)	1.2			—			(3.1		)
Income before Equity Income of Unconsolidated Entities	63.3			1.0			16.5			—			80.8
Equity Income of Unconsolidated Entity	—			—			0.4			—			0.4
Equity in Net Earnings of Subsidiaries	17.9			(1.0		)	—			(16.9		)	—
Net Income (Loss)	$	81.2		$	—		$	16.9		$	(16.9	)	$	81.2
Comprehensive Income (Loss)	$	54.5		$	(2.3	)	$	(28.9	)	$	31.2		$	54.5

	Three Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	889.9		$	12.5		$	272.0		$	(79.7	)	$	1,094.7
Cost of Sales	747.7			10.5			242.4			(79.7		)	920.9
Selling, General and Administrative	63.8			0.8			19.7			—			84.3
Other (Income) Expense, Net	(2.6		)	—			2.2			—			(0.4		)
Business Combinations and Shutdown and Other Special Charges, Net	2.3			—			3.8			—			6.1
Income from Operations	78.7			1.2			3.9			—			83.8
Nonoperating Pension Income	3.8			—			—			—			3.8
Interest Expense, Net	(21.3		)	—			(1.2		)	—			(22.5		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	61.2			1.2			2.7			—			65.1
Income Tax Expense	(21.8		)	(0.5		)	(1.3		)	—			(23.6		)
Income before Equity Income of Unconsolidated Entity	39.4			0.7			1.4			—			41.5
Equity Income of Unconsolidated Entity	—			—			0.5			—			0.5
Equity in Net Earnings of Subsidiaries	2.6			(1.1		)	—			(1.5		)	—
Net Income (Loss)	$	42.0		$	(0.4	)	$	1.9		$	(1.5	)	$	42.0
Comprehensive Income (Loss)	$	58.0		$	(43.2	)	$	24.4		$	18.8		$	58.0

	Six Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	2,485.9		$	1.4		$	674.0		$	(176.0	)	$	2,985.3
Cost of Sales	2,109.5			(0.6		)	594.0			(176.0		)	2,526.9
Selling, General and Administrative	189.1			—			46.7			—			235.8
Other (Income) Expense, Net	(1.9		)	—			5.3			—			3.4
Business Combinations and Shutdown and Other Special Charges	17.0			—			0.9			—			17.9
Income from Operations	172.2			2.0			27.1			—			201.3
Nonoperating Pension Income	6.5			—			1.8			—			8.3
Interest Expense, Net	(56.5		)	—			(2.6		)	—			(59.1		)
Loss on Modification or Extinguishment of Debt	(1.9		)	—			—			—			(1.9		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	120.3			2.0			26.3			—			148.6
Income Tax Expense	(4.6		)	(0.1		)	(1.1		)	—			(5.8		)
Income before Equity Income of Unconsolidated Entities	115.7			1.9			25.2			—			142.8
Equity Income of Unconsolidated Entity	—			—			0.7			—			0.7
Equity in Net Earnings of Subsidiaries	27.8			(1.9		)	—			(25.9		)	—
Net Income (Loss)	$	143.5		$	—		$	25.9		$	(25.9	)	$	143.5
Comprehensive Income (Loss)	$	136.7		$	(0.1	)	$	0.6		$	(0.5	)	$	136.7

	Six Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	1,735.1		$	49.5		$	534.6		$	(163.0	)	$	2,156.2
Cost of Sales	1,456.2			41.3			476.0			(163.0		)	1,810.5
Selling, General and Administrative	133.5			3.5			39.2			—			176.2
Other (Income) Expense, Net	(5.3		)	0.1			4.6			—			(0.6		)
Business Combinations and Shutdown and Other Special Charges, Net	8.1			—			6.6			—			14.7
Income from Operations	142.6			4.6			8.2			—			155.4
Nonoperating Pension Income	7.7			—			—			—			7.7
Interest Expense, Net	(41.7		)	—			(2.1		)	—			(43.8		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	108.6			4.6			6.1			—			119.3
Income Tax Expense	(36.7		)	(1.7		)	(2.8		)	—			(41.2		)
Income before Equity Income of Unconsolidated Entity	71.9			2.9			3.3			—			78.1
Equity Income of Unconsolidated Entity	—			—			0.9			—			0.9
Equity in Net Earnings of Subsidiaries	7.1			(4.5		)	—			(2.6		)	—
Net Income (Loss)	$	79.0		$	(1.6	)	$	4.2		$	(2.6	)	$	79.0
Comprehensive Income (Loss)	$	112.7		$	(22.0	)	$	45.2		$	(23.2	)	$	112.7

Schedule of Guarantor Condensed Consolidating Balance Sheets

	June 30, 2018
In millions	Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	5.4	$	—	$	43.8		$	—		$	49.2
Receivables, Net	327.6		—		370.6			—			698.2
Inventories, Net	752.8		—		237.1			—			989.9
Intercompany	659.0		205.2		—			(864.2		)	—
Deferred Income Tax Assets	—		—		0.6			—			0.6
Other Current Assets	52.3		—		15.1			—			67.4
Total Current Assets	1,797.1		205.2		667.2			(864.2		)	1,805.3
Property, Plant and Equipment, Net	2,782.6		0.1		332.2			—			3,114.9
Investment in Consolidated Subsidiaries	205.3		12.0		—			(217.3		)	—
Goodwill	1,385.1		—		172.8			—			1,557.9
Other Assets	443.7		—		138.2			—			581.9
Total Assets	$	6,613.8	$	217.3	$	1,310.4		$	(1,081.5	)	$	7,060.0
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	37.9	$	—	$	13.6		$	—		$	51.5
Accounts Payable	480.6		—		148.8			—			629.4
Intercompany	—		—		1,084.8			(1,084.8		)	—
Interest Payable	13.3		—		0.6			—			13.9
Other Accrued Liabilities	235.2		—		70.0			—			305.2
Total Current Liabilities	767.0		—		1,317.8			(1,084.8		)	1,000.0
Long-Term Debt	2,792.2		—		132.1			—			2,924.3
Deferred Income Tax Liabilities	7.6		—		16.8			—			24.4
Other Noncurrent Liabilities	161.1		—		64.3			—			225.4
MEMBER'S INTEREST
Total Member's Interest	2,885.9		217.3		(220.6		)	3.3			2,885.9
Total Liabilities and Member's Interest	$	6,613.8	$	217.3	$	1,310.4		$	(1,081.5	)	$	7,060.0

	December 31, 2017
In millions	Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1.2	$	—	$	42.9		$	—		$	44.1
Receivables, Net	78.4		—		339.9			—			418.3
Inventories, Net	417.8		—		216.2			—			634.0
Intercompany	607.5		204.3		—			(811.8		)	—
Other Current Assets	26.7		—		12.1			—			38.8
Total Current Assets	1,131.6		204.3		611.1			(811.8		)	1,135.2
Property, Plant and Equipment, Net	1,532.9		0.1		334.2			—			1,867.2
Investment in Consolidated Subsidiaries	204.4		13.0		—			(217.4		)	—
Goodwill	1,154.8		—		168.2			—			1,323.0
Other Assets	354.0		—		140.7			—			494.7
Total Assets	$	4,377.7	$	217.4	$	1,254.2		$	(1,029.2	)	$	4,820.1
LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	51.5	$	—	$	9.8		$	—		$	61.3
Accounts Payable	380.5		—		134.8			—			515.3
Interest Payable	14.3		—		0.6			—			14.9
Intercompany	—		—		1,033.0			(1,033.0		)	—
Other Accrued Liabilities	163.5		—		68.9			—			232.4
Total Current Liabilities	609.8		—		1,247.1			(1,033.0		)	823.9
Long-Term Debt	2,082.3		—		130.9			—			2,213.2
Deferred Income Tax Liabilities	2.2		—		26.8			—			29.0
Other Noncurrent Liabilities	113.3		—		70.6			—			183.9
MEMBER'S INTEREST
Total Member's Interest	1,570.1		217.4		(221.2		)	3.8			1,570.1
Total Liabilities and Member's Interest	$	4,377.7	$	217.4	$	1,254.2		$	(1,029.2	)	$	4,820.1

Schedule of Guarantor Condensed Consolidating Statements of Cash Flows

	Six Months Ended June 30, 2018
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	143.5		$	—		$	25.9		$	(25.9	)	$	143.5
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	185.1			—			36.0			—			221.1
Deferred Income Taxes	3.6			—			(7.6		)	—			(4.0		)
Amount of Postretirement Expense Greater (Less) Than Funding	1.3			—			(3.2		)	—			(1.9		)
Equity in Net Earnings of Subsidiaries	(27.8		)	1.9			—			25.9			—
Other, Net	22.8			—			0.2			—			23.0
Changes in Operating Assets and Liabilities	(571.0		)	(1.9		)	(86.6		)	—			(659.5		)
Net Cash Used in Operating Activities	(242.5		)	—			(35.3		)	—			(277.8		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(152.4		)	—			(14.9		)	—			(167.3		)
Packaging Machinery Spending	(5.1		)	—			(1.0		)	—			(6.1		)
Acquisition of Business, Net of Cash Acquired	4.5			—			(1.1		)	—			3.4
Cash Receipts on Sold Receivables	571.7			—			52.3			—			624.0
Beneficial Interest Obtained in Exchange for Proceeds	(144.4		)	—			(6.5		)	—			(150.9		)
Other, Net	(0.7		)	—			(2.7		)	—			(3.4		)
Net Cash Provided by Investing Activities	273.6			—			26.1			—			299.7
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(134.1		)	—			—			—			(134.1		)
Borrowings under Revolving Credit Facilities	935.4			—			25.7			—			961.1
Payments on Revolving Credit Facilities	(764.6		)	—			(14.8		)	—			(779.4		)
Membership Distribution	(57.4		)	—			—			—			(57.4		)
Debt Issuance Cost	(7.9		)	—			—			—			(7.9		)
Other, Net	1.7			—			—			—			1.7
Net Cash (Used in) Provided by Financing Activities	(26.9		)	—			10.9			—			(16.0		)
Effect of Exchange Rate Changes on Cash	—			—			(0.8		)	—			(0.8		)
Net Increase in Cash and Cash Equivalents	4.2			—			0.9			—			5.1
Cash and Cash Equivalents at Beginning of Period	1.2			—			42.9			—			44.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5.4		$	—		$	43.8		$	—		$	49.2

	Six Months Ended June 30, 2017
In millions	Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	79.0		$	(1.6	)	$	4.2		$	(2.6	)	$	79.0
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	117.1			4.8			28.3			—			150.2
Deferred Income Taxes	30.7			1.6			(1.6		)	—			30.7
Amount of Postretirement Expense Less Than Funding	(12.5		)	—			(2.9		)	—			(15.4		)
Equity in Net Earnings of Subsidiaries	(7.1		)	4.5			—			2.6			—
Other, Net	(5.0		)	—			0.5			—			(4.5		)
Changes in Operating Assets and Liabilities	(254.2		)	(10.5		)	(79.2		)	—			(343.9		)
Net Cash Used In Operating Activities	(52.0		)	(1.2		)	(50.7		)	—			(103.9		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(104.9		)	—			(30.9		)	—			(135.8		)
Packaging Machinery Spending	(8.7		)	—			—			—			(8.7		)
Cash Receipts on Sold Receivables	236.2			—			48.3			—			284.5
Beneficial Interest Obtained in Exchange for Proceeds	(10.0		)	—			(5.5		)	—			(15.5		)
Other, Net	(2.3		)	—			—			—			(2.3		)
Net Cash Provided by Investing Activities	110.3			—			11.9			—			122.2
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt	(12.5		)	—			—			—			(12.5		)
Borrowings under Revolving Credit Facilities	491.2			—			11.1			—			502.3
Payments on Revolving Credit Facilities	(430.0		)	—			(19.0		)	—			(449.0		)
Dividends Paid	(116.5		)	—			—			—			(116.5		)
Other, Net	9.1			—			—			—			9.1
Net Cash Used in Financing Activities	(58.7		)	—			(7.9		)	—			(66.6		)
Effect of Exchange Rate Changes on Cash	—			—			1.7			—			1.7
Net Decrease in Cash and Cash Equivalents	(0.4		)	(1.2		)	(45.0		)	—			(46.6		)
Cash and Cash Equivalents at Beginning of Period	0.9			1.2			57.0			—			59.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	0.5		$	—		$	12.0		$	—		$	12.5

XML

General Information - Nature of Business and Basis of Presentation (Details) - shares	Jun. 30, 2018	Jan. 01, 2018
Noncontrolling Interest [Line Items]
Parent's ownership percentage	100.00%
Graphic Packaging International Partners (GPIP) | GPI Holding III, LLC
Noncontrolling Interest [Line Items]
Shares issued (in shares)		309,715,624
Parent's ownership percentage		79.50%
Graphic Packaging International Partners (GPIP) | International Paper Company
Noncontrolling Interest [Line Items]
Shares issued (in shares)		79,911,591
Noncontrolling interest ownership percentage		20.50%

XML

General Information - Revenue Recognition (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) revenue_generating_activity	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of revenue generating activities | revenue_generating_activity			2
Revenue from contract with customers	$ 1,506.2	$ 1,089.4	$ 2,977.0	$ 2,145.8
Contract assets	23.1		23.1		$ 11.7
Contract liabilities	$ 41.5		$ 41.5		$ 28.6

XML

General Information - Accounts Receivable and Allowances (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Receivables Sold and Derecognized	$ 1,669.6	$ 683.2
Proceeds Collected on Behalf of Financial Institutions	1,632.0	644.3
Net Proceeds (Paid to) Received From Financial Institutions	(51.5)	29.9
Deferred Purchase Price	202.4	38.3
Receivables sold	57.0	$ 34.0
Amount transferred subject to continuing involvement	$ 621.0		$ 583.0

XML

General Information - Business Combinations and Shutdown and Other Special Charges, Net (Details) $ in Millions						3 Months Ended		6 Months Ended
	Jun. 12, 2018 facility	Jan. 01, 2018 facility	Dec. 01, 2017 facility	Oct. 04, 2017 facility	Jul. 10, 2017 facility	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)
Business Combinations [Abstract]
Charges Associated with Business Combinations | $						$ 6.6	$ 5.4	$ 16.6	$ 9.3
Shutdown and Other Special Charges | $						2.0	0.7	2.8	5.4
Gain on Sale of Assets | $						0.0	0.0	(1.5)	0.0
Total | $						$ 8.6	$ 6.1	$ 17.9	$ 14.7
PFP Acquisition
Business Acquisition [Line Items]
Number of facilities acquired	2
NACP Combination
Business Acquisition [Line Items]
Number of mills		2
NACP Combination | Paperboard Mills
Business Acquisition [Line Items]
Number of mills		2
NACP Combination | U.S.
Business Acquisition [Line Items]
Number of converting facilities		3
NACP Combination | U.S. | Americas Paperboard Packaging
Business Acquisition [Line Items]
Number of converting facilities		3
NACP Combination | U.K.
Business Acquisition [Line Items]
Number of converting facilities		1
NACP Combination | U.K. | Europe Paperboard Packaging
Business Acquisition [Line Items]
Number of converting facilities		1
Seydaco
Business Acquisition [Line Items]
Number of folding carton facilities			3
Norgraft [Member]
Business Acquisition [Line Items]
Number of folding carton facilities				2
Carton Craft
Business Acquisition [Line Items]
Number of folding carton facilities					2

XML

General Information - Adoption of New Accounting Standards (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Decrease to cash provided by (used for) operating activities	$ 277.8	$ 103.9
Increase to cash provided by (used for) investing activities	$ 299.7	122.2
Accounting Standards Update 2016-15
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Decrease to cash provided by (used for) operating activities		269.0
Increase to cash provided by (used for) investing activities		$ 269.0

XML

Inventories, Net (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Finished Goods	$ 408.6	$ 240.5
Work in Progress	106.6	74.1
Raw Materials	318.6	229.4
Supplies	156.1	90.0
Total	$ 989.9	$ 634.0

XML

Business Combinations - Additional Information (Details)			3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 12, 2018 USD ($) facility	Jan. 01, 2018 USD ($) facility	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Business Acquisition [Line Items]
Purchase Price					$ (3,400,000)	$ 0
Total Assets			$ 7,060,000,000		7,060,000,000		$ 4,820,100,000
NACP Combination and PFP Acquisition
Business Acquisition [Line Items]
Assumed Debt					660,000,000
Purchase Price					1,228,900,000
Total Purchase Consideration		$ 1,900,000,000			1,888,900,000
Goodwill					(54,000,000)
NACP Combination
Business Acquisition [Line Items]
Number of mills | facility		2
Assumed Debt		$ 660,000,000
Goodwill expected to be tax deductible		$ 0
NACP Combination | Paperboard Mills
Business Acquisition [Line Items]
Number of mills | facility		2
Total Assets		$ 1,500,000,000
NACP Combination | Americas Paperboard Packaging
Business Acquisition [Line Items]
Total Assets		$ 600,000,000
NACP Combination | Transition Services
Business Acquisition [Line Items]
Payments to suppliers					14,600,000
NACP Combination | Fiber Procurement
Business Acquisition [Line Items]
Payments to suppliers					8,500,000
NACP Combination | Corrugated Products And Ink Supply
Business Acquisition [Line Items]
Payments to suppliers					14,700,000
NACP Combination | Unrelated To Agreements
Business Acquisition [Line Items]
Payments to suppliers					$ 5,000,000
NACP Combination | U.S.
Business Acquisition [Line Items]
Number of converting facilities | facility		3
NACP Combination | U.S. | Americas Paperboard Packaging
Business Acquisition [Line Items]
Number of converting facilities | facility		3
NACP Combination | U.K.
Business Acquisition [Line Items]
Number of converting facilities | facility		1
PFP Acquisition
Business Acquisition [Line Items]
Purchase Price	$ 34,000,000
Number of facilities acquired | facility	2
2017 Acquisitions
Business Acquisition [Line Items]
Assumed Debt							14,000,000
Purchase Price							$ 189,000,000
Carton Craft
Business Acquisition [Line Items]
Goodwill			$ 500,000
Seydaco
Business Acquisition [Line Items]
Purchase Price				$ 2,400,000

XML

Business Combinations - Amounts Recognized as of Acquisition Date (Details) - USD ($) $ in Millions		6 Months Ended
	Jan. 01, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Business Acquisition [Line Items]
Purchase Price		$ (3.4)	$ 0.0
Goodwill		1,557.9		$ 1,323.0
NACP Combination and PFP Acquisition
Business Acquisition [Line Items]
Purchase Price		1,228.9
Assumed Debt		660.0
Total Purchase Consideration	$ 1,900.0	1,888.9
Receivables, Net		145.3
Inventories, Net		300.4
Other Current Assets		20.9
Property, Plant and Equipment, Net		1,234.1
Intangible Assets, Net		103.8
Other Assets		6.0
Total Assets Acquired		1,810.5
Accounts Payable		112.6
Compensation and Employee Benefits		20.7
Current Liabilities		12.4
Other Noncurrent Liabilities		10.1
Total Liabilities Assumed		155.8
Net Assets Acquired		1,654.7
Goodwill		234.2
Total Estimated Fair Value of Net Assets Acquired		1,888.9
Measurement Period Adjustments
Purchase Price		(41.3)
Total Purchase Consideration		(41.3)
Other Current Assets		0.0
Property, Plant and Equipment, Net		12.5
Intangible Assets, Net		0.2
Total Assets Acquired		12.7
Total Liabilities Assumed		0.0
Net Assets Acquired		12.7
Goodwill		(54.0)
Total Estimated Fair Value of Net Assets Acquired		(41.3)
NACP Combination and PFP Acquisition | Customer Relationships
Measurement Period Adjustments
Weighted average useful life	20 years
NACP Combination and PFP Acquisition | Previously Reported
Business Acquisition [Line Items]
Purchase Price		1,270.2
Assumed Debt		660.0
Total Purchase Consideration		1,930.2
Receivables, Net		145.3
Inventories, Net		300.4
Other Current Assets		20.9
Property, Plant and Equipment, Net		1,221.6
Intangible Assets, Net		103.6
Other Assets		6.0
Total Assets Acquired		1,797.8
Accounts Payable		112.6
Compensation and Employee Benefits		20.7
Current Liabilities		12.4
Other Noncurrent Liabilities		10.1
Total Liabilities Assumed		155.8
Net Assets Acquired		1,642.0
Goodwill		288.2
Total Estimated Fair Value of Net Assets Acquired		$ 1,930.2

XML

Business Combinations - Pro Forma Information (Details) - NACP Combination - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition [Line Items]
Net Sales		$ 1,471.8		$ 2,899.6
Net Income		$ 34.1		$ 85.8
Net sales since date of acquisition	$ 360.1		$ 719.6
Income from operations since date of acquisition	$ 34.9		$ 55.8

XML

Debt - Long-Term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Long-term Debt	$ 2,946.2	$ 2,247.9
Capital Lease Obligations	28.6	30.0
Other	26.7	28.9
Total Long-Term Debt	2,974.8	2,277.9
Less: Current Portion	38.5	52.2
Noncurrent Long-Term Debt and Capital Leases	2,936.3	2,225.7
Less: Unamortized Deferred Debt Issuance Costs	12.0	12.5
Total	2,924.3	2,213.2
Senior Notes | Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.18%, payable in 2024
Debt Instrument [Line Items]
Long-term Debt	$ 300.0	300.0
Stated interest rate	4.125%
Effective interest rate	4.18%
Senior Notes | Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022
Debt Instrument [Line Items]
Long-term Debt	$ 250.0	250.0
Stated interest rate	4.875%
Effective interest rate	4.93%
Senior Notes | Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.78%, payable in 2021
Debt Instrument [Line Items]
Long-term Debt	$ 425.0	425.0
Stated interest rate	4.75%
Effective interest rate	4.78%
Term Loan
Debt Instrument [Line Items]
Long-term Debt	$ 1,450.9	925.0
Effective interest rate	3.48%
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Debt	$ 493.6	$ 319.0
Interest rate at period end	3.11%

XML

Debt - Revolving Credit Facilities (Details) $ in Millions	Jun. 30, 2018 USD ($)
Line of Credit Facility [Line Items]
Total Commitments	$ 1,699.2
Total Outstanding	530.8
Total Available	1,141.4
Standby letters of credit issued	27.0
Senior Secured Domestic Revolving Credit Facility
Line of Credit Facility [Line Items]
Total Commitments	1,450.0
Total Outstanding	389.6
Total Available	1,033.4
Senior Secured International Revolving Credit Facility
Line of Credit Facility [Line Items]
Total Commitments	183.7
Total Outstanding	104.0
Total Available	79.7
Other International Facilities
Line of Credit Facility [Line Items]
Total Commitments	65.5
Total Outstanding	37.2
Total Available	$ 28.3

XML

Debt - Additional Information (Details) - USD ($) $ in Millions	Jan. 01, 2018	Jun. 30, 2018
Term Loan
Debt Instrument [Line Items]
Increase in US Dollar commitment portion	$ 75
Long-term debt	$ 660
Senior Notes | Senior Notes due 2021
Debt Instrument [Line Items]
Stated interest rate		4.75%
Senior Notes | Senior Notes due 2022
Debt Instrument [Line Items]
Stated interest rate		4.875%
Senior Notes | Senior Notes due 2024
Debt Instrument [Line Items]
Stated interest rate		4.125%

XML

Equity Compensation - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized share-based compensation expense	$ 8.0	$ 0.9
Share-based compensation issued (in shares)	0.6	1.0
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years

XML

Equity Compensation - Data Concerning RSUs Granted (Details)	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Employees | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants during period (in shares) | shares	1,504,630
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares	$ 14.82
Director | Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants during period (in shares) | shares	51,226
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares	$ 15.03

XML

Pensions and Other Postretirement Benefits - Pension and Postretirement Expenses (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Pension Benefits
Components of Net Periodic Cost:
Service Cost	$ 4.6	$ 1.9	$ 9.2	$ 4.5
Interest Cost	10.5	10.6	21.0	21.2
Administrative Expenses	0.1	0.0	0.2	0.0
Expected Return on Plan Assets	(15.9)	(15.9)	(31.9)	(31.9)
Amortization:
Prior Service Cost (Credit)	0.1	0.2	0.2	0.3
Actuarial Loss (Gain)	1.4	1.5	2.8	3.2
Net Periodic Cost (Benefit)	0.8	(1.7)	1.5	(2.7)
Postretirement Health Care Benefits
Components of Net Periodic Cost:
Service Cost	0.1	0.2	0.3	0.4
Interest Cost	0.3	0.4	0.6	0.7
Administrative Expenses	0.0	0.0	0.0	0.0
Expected Return on Plan Assets	0.0	0.0	0.0	0.0
Amortization:
Prior Service Cost (Credit)	0.0	0.0	(0.1)	(0.1)
Actuarial Loss (Gain)	(0.4)	(0.6)	(0.9)	(1.1)
Net Periodic Cost (Benefit)	$ 0.0	$ 0.0	$ (0.1)	$ (0.1)

XML

Pensions and Other Postretirement Benefits - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Pension Benefits
Employer Contributions
Company's contributions to its pension plans	$ 2.0	$ 11.4	$ 119.1
Pension Benefits | Minimum
Employer Contributions
Expected contributions	5.0
Pension Benefits | Maximum
Employer Contributions
Expected contributions	10.0
Postretirement Health Care Benefits
Employer Contributions
Benefit payments	1.3	$ 1.2	$ 2.2
Expected benefit payments	$ 3.0

XML

Financial Instruments and Fair Value Measurement - Interest Rate Risk (Details) $ in Millions	Jun. 30, 2018 USD ($)
Interest Swap Position One
Derivative [Line Items]
Notional amount of derivative	$ 250.0
Weighted Average Interest Rate	1.16%
Interest Swap Position Two
Derivative [Line Items]
Notional amount of derivative	$ 150.0
Weighted Average Interest Rate	2.03%
Interest Swap Position Three
Derivative [Line Items]
Notional amount of derivative	$ 150.0
Weighted Average Interest Rate	2.25%
Interest Swap Position Four
Derivative [Line Items]
Notional amount of derivative	$ 150.0
Weighted Average Interest Rate	2.36%
Interest Swap Position Five
Derivative [Line Items]
Notional amount of derivative	$ 120.0
Weighted Average Interest Rate	2.92%
Interest Swap Position Six
Derivative [Line Items]
Notional amount of derivative	$ 80.0
Weighted Average Interest Rate	2.79%

XML

Financial Instruments and Fair Value Measurement - Additional Information (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Derivative [Line Items]
Gross derivative asset	$ 2,900,000
Gross derivative liability	900,000
Long-term debt, fair value	2,929,000,000		$ 2,299,100,000
Long-term debt, carrying value	2,946,200,000		2,247,900,000
Anticipated reclassification of gains to earnings in the next twelve months	1,100,000
Derivative Contracts Designated as Hedging Instruments | Instruments in a Cash Flow Hedging Relationship | Interest Rate Swap
Derivative [Line Items]
Amount of ineffectiveness related to changes in the fair value of derivatives	0	$ 0
Amounts excluded from the measure of effectiveness	0	0
Derivative Contracts Designated as Hedging Instruments | Instruments in a Cash Flow Hedging Relationship | Commodity Contracts
Derivative [Line Items]
Amounts excluded from the measure of effectiveness	$ 0	0
Percentage of expected natural gas usage hedged, current year	22.00%
Derivative Contracts Designated as Hedging Instruments | Instruments in a Cash Flow Hedging Relationship | Forward Exchange Contract
Derivative [Line Items]
Amount of ineffectiveness related to changes in the fair value of derivatives	$ 0	0
Amounts excluded from the measure of effectiveness	0	0
Notional amount of derivative	29,400,000		$ 66,100,000
Amounts forecasted and reclassified into earnings no longer probable	$ 0	$ 0
Derivative Contracts Not Designated as Hedging Instruments | Maximum
Derivative [Line Items]
Foreign currency forward exchange contract term	3 months		3 months
Derivative Contracts Not Designated as Hedging Instruments | Forward Exchange Contract
Derivative [Line Items]
Notional amount of derivative	$ 103,400,000		$ 90,100,000

XML

Financial Instruments and Fair Value Measurement - Pretax Derivative Accumulated Other Comprehensive Loss (Details) $ in Millions	6 Months Ended
	Jun. 30, 2018 USD ($)
Cumulative Changes in Derivative Net Gain (Loss) [Roll Forward]
Beginning balance	$ (0.3)
Reclassification to Earnings	0.2
Current Period Change in Fair Value	1.9
Ending balance	$ 1.8

XML

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Tax Expense	$ 3.1	$ 23.6	$ 5.8	$ 41.2
Income before Income Taxes and Equity Income of Unconsolidated Entities	$ 83.9	$ 65.1	$ 148.6	$ 119.3

XML

Segment Information - Additional Information (Details)	6 Months Ended
	Jun. 30, 2018 segment paperboard_mill
Segment Reporting [Abstract]
Number of reportable segments | segment	3
Number of North American paperboard mills | paperboard_mill	8

XML

Segment Information - Schedule of Segment Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Segment Reporting Information [Line Items]
Net Sales	$ 1,509,300,000	$ 1,094,700,000	$ 2,985,300,000	$ 2,156,200,000
Income (Loss) from Operations	110,100,000	83,800,000	201,300,000	155,400,000
Depreciation and Amortization	111,300,000	75,200,000	221,100,000	150,200,000
Australia
Segment Reporting Information [Line Items]
Net Sales			0
Pacific Rim
Segment Reporting Information [Line Items]
Net Sales			0
Operating Segments | Paperboard Mills
Segment Reporting Information [Line Items]
Net Sales	266,800,000	96,900,000	544,800,000	195,000,000
Income (Loss) from Operations	(8,400,000)	(10,300,000)	(15,100,000)	(22,600,000)
Depreciation and Amortization	57,200,000	31,200,000	108,700,000	61,800,000
Operating Segments | Americas Paperboard Packaging
Segment Reporting Information [Line Items]
Net Sales	1,022,800,000	812,700,000	2,012,700,000	1,605,500,000
Income (Loss) from Operations	114,300,000	90,500,000	226,300,000	179,900,000
Depreciation and Amortization	37,300,000	29,500,000	78,300,000	59,700,000
Operating Segments | Europe Paperboard Packaging
Segment Reporting Information [Line Items]
Net Sales	184,700,000	138,700,000	359,200,000	278,400,000
Income (Loss) from Operations	12,800,000	9,000,000	27,500,000	16,000,000
Depreciation and Amortization	12,300,000	10,100,000	24,800,000	19,900,000
Corporate/Other/Eliminations(a)
Segment Reporting Information [Line Items]
Net Sales	35,000,000	46,400,000	68,600,000	77,300,000
Income (Loss) from Operations	(8,600,000)	(5,400,000)	(37,400,000)	(17,900,000)
Depreciation and Amortization	$ 4,500,000	$ 4,400,000	$ 9,300,000	$ 8,800,000

XML

Member's Interest (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			$ 1,570.1
NACP Combination			1,234.6
Net Income	$ 81.2	$ 42.0	143.5	$ 79.0
Other Comprehensive Income, Net of Tax			(6.8)
Compensation Expense Under Share-Based Plans			8.0
Distributions of Membership Interest			(63.5)
Ending balance	$ 2,885.9		$ 2,885.9

XML

Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in AOCI (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Other Comprehensive Income (Loss) before Reclassifications			$ (9.0)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			2.2
Total Other Comprehensive (Loss) Income, Net of Tax	$ (26.7)	$ 16.0	(6.8)	$ 33.7
Derivative Instruments
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(0.2)
Other Comprehensive Income (Loss) before Reclassifications			1.8
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			0.2
Total Other Comprehensive (Loss) Income, Net of Tax			2.0
Ending balance	1.8		1.8
Pension and Postretirement Benefit Plans | Pension Benefit Plans
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(265.3)
Other Comprehensive Income (Loss) before Reclassifications			0.0
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			3.0
Total Other Comprehensive (Loss) Income, Net of Tax			3.0
Ending balance	(262.3)		(262.3)
Pension and Postretirement Benefit Plans | Postretirement Benefit Plans
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			20.8
Other Comprehensive Income (Loss) before Reclassifications			0.0
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			(1.0)
Total Other Comprehensive (Loss) Income, Net of Tax			(1.0)
Ending balance	19.8		19.8
Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(103.1)
Other Comprehensive Income (Loss) before Reclassifications			(10.8)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			0.0
Total Other Comprehensive (Loss) Income, Net of Tax			(10.8)
Ending balance	(113.9)		(113.9)
AOCI Including Portion Attributable to Noncontrolling Interest
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(347.8)
Ending balance	$ (354.6)		$ (354.6)

XML

Accumulated Other Comprehensive (Loss) Income - Reclassifications Out of AOCI (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of Sales	$ 1,273.4	$ 920.9	$ 2,526.9	$ 1,810.5
Other Expense (Income), Net	2.5	(0.4)	3.4	(0.6)
Total Reclassifications for the Period	$ (80.8)	$ (41.5)	(142.8)	$ (78.1)
Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total Reclassifications for the Period			2.2
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total Reclassifications for the Period			0.2
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments | Commodity Contracts
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of Sales			(0.4)
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments | Foreign Currency Contracts
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other Expense (Income), Net			1.0
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments | Interest Rate Swap Agreements
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest Income, Net			(0.4)
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Defined Benefit Plans Adjustment | Pension Benefit Plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Prior Service Costs (Credits)			0.2
Actuarial (Losses) Gains			2.8
Total Reclassifications for the Period			3.0
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Defined Benefit Plans Adjustment | Postretirement Benefit Plans
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Prior Service Costs (Credits)			(0.1)
Actuarial (Losses) Gains			(0.9)
Total Reclassifications for the Period			$ (1.0)

XML

Guarantor Condensed Consolidating Financial Statements - Statements of Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Financial Statements, Captions [Line Items]
Parent's ownership percentage	100.00%		100.00%
Net Sales	$ 1,509.3	$ 1,094.7	$ 2,985.3	$ 2,156.2
Cost of Sales	1,273.4	920.9	2,526.9	1,810.5
Selling, General and Administrative	114.7	84.3	235.8	176.2
Other (Income) Expense, Net	2.5	(0.4)	3.4	(0.6)
Business Combinations and Shutdown and Other Special Charges, Net	8.6	6.1	17.9	14.7
Income from Operations	110.1	83.8	201.3	155.4
Nonoperating Pension Income	4.1	3.8	8.3	7.7
Interest Expense, Net	(30.3)	(22.5)	(59.1)	(43.8)
Loss on Modification or Extinguishment of Debt	0.0	0.0	(1.9)	0.0
Income before Income Taxes and Equity Income of Unconsolidated Entity	83.9	65.1	148.6	119.3
Income Tax (Expense) Benefit	(3.1)	(23.6)	(5.8)	(41.2)
Income before Equity Income of Unconsolidated Entity	80.8	41.5	142.8	78.1
Equity Income of Unconsolidated Entity	0.4	0.5	0.7	0.9
Equity in Net Earnings of Subsidiaries	0.0	0.0	0.0	0.0
Net Income (Loss)	81.2	42.0	143.5	79.0
Comprehensive Income (Loss)	54.5	58.0	136.7	112.7
Reportable Legal Entities | Issuer
Condensed Financial Statements, Captions [Line Items]
Net Sales	1,251.0	889.9	2,485.9	1,735.1
Cost of Sales	1,060.1	747.7	2,109.5	1,456.2
Selling, General and Administrative	91.3	63.8	189.1	133.5
Other (Income) Expense, Net	(1.6)	(2.6)	(1.9)	(5.3)
Business Combinations and Shutdown and Other Special Charges, Net	7.9	2.3	17.0	8.1
Income from Operations	93.3	78.7	172.2	142.6
Nonoperating Pension Income	3.2	3.8	6.5	7.7
Interest Expense, Net	(29.0)	(21.3)	(56.5)	(41.7)
Loss on Modification or Extinguishment of Debt	0.0		(1.9)
Income before Income Taxes and Equity Income of Unconsolidated Entity	67.5	61.2	120.3	108.6
Income Tax (Expense) Benefit	(4.2)	(21.8)	(4.6)	(36.7)
Income before Equity Income of Unconsolidated Entity	63.3	39.4	115.7	71.9
Equity Income of Unconsolidated Entity	0.0	0.0	0.0	0.0
Equity in Net Earnings of Subsidiaries	17.9	2.6	27.8	7.1
Net Income (Loss)	81.2	42.0	143.5	79.0
Comprehensive Income (Loss)	54.5	58.0	136.7	112.7
Reportable Legal Entities | Combined Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net Sales	0.8	12.5	1.4	49.5
Cost of Sales	(0.3)	10.5	(0.6)	41.3
Selling, General and Administrative	0.0	0.8	0.0	3.5
Other (Income) Expense, Net	0.0	0.0	0.0	0.1
Business Combinations and Shutdown and Other Special Charges, Net	0.0	0.0	0.0	0.0
Income from Operations	1.1	1.2	2.0	4.6
Nonoperating Pension Income	0.0	0.0	0.0	0.0
Interest Expense, Net	0.0	0.0	0.0	0.0
Loss on Modification or Extinguishment of Debt	0.0		0.0
Income before Income Taxes and Equity Income of Unconsolidated Entity	1.1	1.2	2.0	4.6
Income Tax (Expense) Benefit	(0.1)	(0.5)	(0.1)	(1.7)
Income before Equity Income of Unconsolidated Entity	1.0	0.7	1.9	2.9
Equity Income of Unconsolidated Entity	0.0	0.0	0.0	0.0
Equity in Net Earnings of Subsidiaries	(1.0)	(1.1)	(1.9)	(4.5)
Net Income (Loss)	0.0	(0.4)	0.0	(1.6)
Comprehensive Income (Loss)	(2.3)	(43.2)	(0.1)	(22.0)
Reportable Legal Entities | Combined Nonguarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net Sales	347.6	272.0	674.0	534.6
Cost of Sales	303.7	242.4	594.0	476.0
Selling, General and Administrative	23.4	19.7	46.7	39.2
Other (Income) Expense, Net	4.1	2.2	5.3	4.6
Business Combinations and Shutdown and Other Special Charges, Net	0.7	3.8	0.9	6.6
Income from Operations	15.7	3.9	27.1	8.2
Nonoperating Pension Income	0.9	0.0	1.8	0.0
Interest Expense, Net	(1.3)	(1.2)	(2.6)	(2.1)
Loss on Modification or Extinguishment of Debt	0.0		0.0
Income before Income Taxes and Equity Income of Unconsolidated Entity	15.3	2.7	26.3	6.1
Income Tax (Expense) Benefit	1.2	(1.3)	(1.1)	(2.8)
Income before Equity Income of Unconsolidated Entity	16.5	1.4	25.2	3.3
Equity Income of Unconsolidated Entity	0.4	0.5	0.7	0.9
Equity in Net Earnings of Subsidiaries	0.0	0.0	0.0	0.0
Net Income (Loss)	16.9	1.9	25.9	4.2
Comprehensive Income (Loss)	(28.9)	24.4	0.6	45.2
Consolidating Eliminations
Condensed Financial Statements, Captions [Line Items]
Net Sales	(90.1)	(79.7)	(176.0)	(163.0)
Cost of Sales	(90.1)	(79.7)	(176.0)	(163.0)
Selling, General and Administrative	0.0	0.0	0.0	0.0
Other (Income) Expense, Net	0.0	0.0	0.0	0.0
Business Combinations and Shutdown and Other Special Charges, Net	0.0	0.0	0.0	0.0
Income from Operations	0.0	0.0	0.0	0.0
Nonoperating Pension Income	0.0	0.0	0.0	0.0
Interest Expense, Net	0.0	0.0	0.0	0.0
Loss on Modification or Extinguishment of Debt	0.0		0.0
Income before Income Taxes and Equity Income of Unconsolidated Entity	0.0	0.0	0.0	0.0
Income Tax (Expense) Benefit	0.0	0.0	0.0	0.0
Income before Equity Income of Unconsolidated Entity	0.0	0.0	0.0	0.0
Equity Income of Unconsolidated Entity	0.0	0.0	0.0	0.0
Equity in Net Earnings of Subsidiaries	(16.9)	(1.5)	(25.9)	(2.6)
Net Income (Loss)	(16.9)	(1.5)	(25.9)	(2.6)
Comprehensive Income (Loss)	$ 31.2	$ 18.8	$ (0.5)	$ (23.2)

XML

Guarantor Condensed Consolidating Financial Statements - Balance Sheets (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and Cash Equivalents	$ 49.2	$ 44.1	$ 12.5	$ 59.1
Receivables, Net	698.2	418.3
Inventories, Net	989.9	634.0
Intercompany	0.0	0.0
Deferred Income Tax Assets	0.6
Other Current Assets	67.4	38.8
Total Current Assets	1,805.3	1,135.2
Property, Plant and Equipment, Net	3,114.9	1,867.2
Investment in Consolidated Subsidiaries	0.0	0.0
Goodwill	1,557.9	1,323.0
Other Assets	581.9	494.7
Total Assets	7,060.0	4,820.1
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	51.5	61.3
Accounts Payable	629.4	515.3
Intercompany	0.0	0.0
Interest Payable	13.9	14.9
Other Accrued Liabilities	305.2	232.4
Total Current Liabilities	1,000.0	823.9
Long-Term Debt	2,924.3	2,213.2
Deferred Income Tax Liabilities	24.4	29.0
Other Noncurrent Liabilities	225.4	183.9
MEMBER'S INTEREST
Total Member's Interest	2,885.9	1,570.1
Total Liabilities and Member's Interest	7,060.0	4,820.1
Reportable Legal Entities | Issuer
Current Assets:
Cash and Cash Equivalents	5.4	1.2	0.5	0.9
Receivables, Net	327.6	78.4
Inventories, Net	752.8	417.8
Intercompany	659.0	607.5
Deferred Income Tax Assets	0.0
Other Current Assets	52.3	26.7
Total Current Assets	1,797.1	1,131.6
Property, Plant and Equipment, Net	2,782.6	1,532.9
Investment in Consolidated Subsidiaries	205.3	204.4
Goodwill	1,385.1	1,154.8
Other Assets	443.7	354.0
Total Assets	6,613.8	4,377.7
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	37.9	51.5
Accounts Payable	480.6	380.5
Intercompany	0.0	0.0
Interest Payable	13.3	14.3
Other Accrued Liabilities	235.2	163.5
Total Current Liabilities	767.0	609.8
Long-Term Debt	2,792.2	2,082.3
Deferred Income Tax Liabilities	7.6	2.2
Other Noncurrent Liabilities	161.1	113.3
MEMBER'S INTEREST
Total Member's Interest	2,885.9	1,570.1
Total Liabilities and Member's Interest	6,613.8	4,377.7
Reportable Legal Entities | Combined Guarantor Subsidiaries
Current Assets:
Cash and Cash Equivalents	0.0	0.0	0.0	1.2
Receivables, Net	0.0	0.0
Inventories, Net	0.0	0.0
Intercompany	205.2	204.3
Deferred Income Tax Assets	0.0
Other Current Assets	0.0	0.0
Total Current Assets	205.2	204.3
Property, Plant and Equipment, Net	0.1	0.1
Investment in Consolidated Subsidiaries	12.0	13.0
Goodwill	0.0	0.0
Other Assets	0.0	0.0
Total Assets	217.3	217.4
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	0.0	0.0
Accounts Payable	0.0	0.0
Intercompany	0.0	0.0
Interest Payable	0.0	0.0
Other Accrued Liabilities	0.0	0.0
Total Current Liabilities	0.0	0.0
Long-Term Debt	0.0	0.0
Deferred Income Tax Liabilities	0.0	0.0
Other Noncurrent Liabilities	0.0	0.0
MEMBER'S INTEREST
Total Member's Interest	217.3	217.4
Total Liabilities and Member's Interest	217.3	217.4
Reportable Legal Entities | Combined Nonguarantor Subsidiaries
Current Assets:
Cash and Cash Equivalents	43.8	42.9	12.0	57.0
Receivables, Net	370.6	339.9
Inventories, Net	237.1	216.2
Intercompany	0.0	0.0
Deferred Income Tax Assets	0.6
Other Current Assets	15.1	12.1
Total Current Assets	667.2	611.1
Property, Plant and Equipment, Net	332.2	334.2
Investment in Consolidated Subsidiaries	0.0	0.0
Goodwill	172.8	168.2
Other Assets	138.2	140.7
Total Assets	1,310.4	1,254.2
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	13.6	9.8
Accounts Payable	148.8	134.8
Intercompany	1,084.8	1,033.0
Interest Payable	0.6	0.6
Other Accrued Liabilities	70.0	68.9
Total Current Liabilities	1,317.8	1,247.1
Long-Term Debt	132.1	130.9
Deferred Income Tax Liabilities	16.8	26.8
Other Noncurrent Liabilities	64.3	70.6
MEMBER'S INTEREST
Total Member's Interest	(220.6)	(221.2)
Total Liabilities and Member's Interest	1,310.4	1,254.2
Consolidating Eliminations
Current Assets:
Cash and Cash Equivalents	0.0	0.0	$ 0.0	$ 0.0
Receivables, Net	0.0	0.0
Inventories, Net	0.0	0.0
Intercompany	(864.2)	(811.8)
Deferred Income Tax Assets	0.0
Other Current Assets	0.0	0.0
Total Current Assets	(864.2)	(811.8)
Property, Plant and Equipment, Net	0.0	0.0
Investment in Consolidated Subsidiaries	(217.3)	(217.4)
Goodwill	0.0	0.0
Other Assets	0.0	0.0
Total Assets	(1,081.5)	(1,029.2)
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	0.0	0.0
Accounts Payable	0.0	0.0
Intercompany	(1,084.8)	(1,033.0)
Interest Payable	0.0	0.0
Other Accrued Liabilities	0.0	0.0
Total Current Liabilities	(1,084.8)	(1,033.0)
Long-Term Debt	0.0	0.0
Deferred Income Tax Liabilities	0.0	0.0
Other Noncurrent Liabilities	0.0	0.0
MEMBER'S INTEREST
Total Member's Interest	3.3	3.8
Total Liabilities and Member's Interest	$ (1,081.5)	$ (1,029.2)

XML

Guarantor Condensed Consolidating Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ 81.2	$ 42.0	$ 143.5	$ 79.0
Non-cash Items Included in Net Income:
Depreciation and Amortization	111.3	75.2	221.1	150.2
Deferred Income Taxes			(4.0)	30.7
Amount of Postretirement Expense Greater (Less) Than Funding			(1.9)	(15.4)
Equity in Net Earnings of Subsidiaries	0.0	0.0	0.0	0.0
Other, Net			23.0	(4.5)
Changes in Operating Assets and Liabilities			(659.5)	(343.9)
Net Cash Used in Operating Activities			(277.8)	(103.9)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending			(167.3)	(135.8)
Packaging Machinery Spending			(6.1)	(8.7)
Acquisition of Businesses, Net of Cash Acquired			3.4	0.0
Beneficial Interest on Sold Receivables			624.0	284.5
Beneficial Interest Obtained in Exchange for Proceeds			(150.9)	(15.5)
Other, Net			(3.4)	(2.3)
Net Cash Provided by Investing Activities			299.7	122.2
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt			(134.1)	(12.5)
Borrowings under Revolving Credit Facilities			961.1	502.3
Payments on Revolving Credit Facilities			(779.4)	(449.0)
Membership Distribution			(57.4)	0.0
Debt Issuance Cost			(7.9)	0.0
Dividends Paid			0.0	(116.5)
Other, Net			1.7	9.1
Net Cash Used in Financing Activities			(16.0)	(66.6)
Effect of Exchange Rate Changes on Cash			(0.8)	1.7
Net Increase in Cash and Cash Equivalents			5.1	(46.6)
Cash and Cash Equivalents at Beginning of Period			44.1	59.1	$ 59.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	49.2	12.5	49.2	12.5	44.1
Reportable Legal Entities | Issuer
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	81.2	42.0	143.5	79.0
Non-cash Items Included in Net Income:
Depreciation and Amortization			185.1	117.1
Deferred Income Taxes			3.6	30.7
Amount of Postretirement Expense Greater (Less) Than Funding			1.3	(12.5)
Equity in Net Earnings of Subsidiaries	(17.9)	(2.6)	(27.8)	(7.1)
Other, Net			22.8	(5.0)
Changes in Operating Assets and Liabilities			(571.0)	(254.2)
Net Cash Used in Operating Activities			(242.5)	(52.0)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending			(152.4)	(104.9)
Packaging Machinery Spending			(5.1)	(8.7)
Acquisition of Businesses, Net of Cash Acquired			4.5
Beneficial Interest on Sold Receivables			571.7	236.2
Beneficial Interest Obtained in Exchange for Proceeds			(144.4)	(10.0)
Other, Net			(0.7)	(2.3)
Net Cash Provided by Investing Activities			273.6	110.3
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt			(134.1)	(12.5)
Borrowings under Revolving Credit Facilities			935.4	491.2
Payments on Revolving Credit Facilities			(764.6)	(430.0)
Membership Distribution			(57.4)
Debt Issuance Cost			(7.9)
Dividends Paid				(116.5)
Other, Net			1.7	9.1
Net Cash Used in Financing Activities			(26.9)	(58.7)
Effect of Exchange Rate Changes on Cash			0.0	0.0
Net Increase in Cash and Cash Equivalents			4.2	(0.4)
Cash and Cash Equivalents at Beginning of Period			1.2	0.9	0.9
CASH AND CASH EQUIVALENTS AT END OF PERIOD	5.4	0.5	5.4	0.5	1.2
Reportable Legal Entities | Combined Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	0.0	(0.4)	0.0	(1.6)
Non-cash Items Included in Net Income:
Depreciation and Amortization			0.0	4.8
Deferred Income Taxes			0.0	1.6
Amount of Postretirement Expense Greater (Less) Than Funding			0.0	0.0
Equity in Net Earnings of Subsidiaries	1.0	1.1	1.9	4.5
Other, Net			0.0	0.0
Changes in Operating Assets and Liabilities			(1.9)	(10.5)
Net Cash Used in Operating Activities			0.0	(1.2)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending			0.0	0.0
Packaging Machinery Spending			0.0	0.0
Acquisition of Businesses, Net of Cash Acquired			0.0
Beneficial Interest on Sold Receivables			0.0	0.0
Beneficial Interest Obtained in Exchange for Proceeds			0.0	0.0
Other, Net			0.0	0.0
Net Cash Provided by Investing Activities			0.0	0.0
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt			0.0	0.0
Borrowings under Revolving Credit Facilities			0.0	0.0
Payments on Revolving Credit Facilities			0.0	0.0
Membership Distribution			0.0
Debt Issuance Cost			0.0
Dividends Paid				0.0
Other, Net			0.0	0.0
Net Cash Used in Financing Activities			0.0	0.0
Effect of Exchange Rate Changes on Cash			0.0	0.0
Net Increase in Cash and Cash Equivalents			0.0	(1.2)
Cash and Cash Equivalents at Beginning of Period			0.0	1.2	1.2
CASH AND CASH EQUIVALENTS AT END OF PERIOD	0.0	0.0	0.0	0.0	0.0
Reportable Legal Entities | Combined Nonguarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	16.9	1.9	25.9	4.2
Non-cash Items Included in Net Income:
Depreciation and Amortization			36.0	28.3
Deferred Income Taxes			(7.6)	(1.6)
Amount of Postretirement Expense Greater (Less) Than Funding			(3.2)	(2.9)
Equity in Net Earnings of Subsidiaries	0.0	0.0	0.0	0.0
Other, Net			0.2	0.5
Changes in Operating Assets and Liabilities			(86.6)	(79.2)
Net Cash Used in Operating Activities			(35.3)	(50.7)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending			(14.9)	(30.9)
Packaging Machinery Spending			(1.0)	0.0
Acquisition of Businesses, Net of Cash Acquired			(1.1)
Beneficial Interest on Sold Receivables			52.3	48.3
Beneficial Interest Obtained in Exchange for Proceeds			(6.5)	(5.5)
Other, Net			(2.7)	0.0
Net Cash Provided by Investing Activities			26.1	11.9
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt			0.0	0.0
Borrowings under Revolving Credit Facilities			25.7	11.1
Payments on Revolving Credit Facilities			(14.8)	(19.0)
Membership Distribution			0.0
Debt Issuance Cost			0.0
Dividends Paid				0.0
Other, Net			0.0	0.0
Net Cash Used in Financing Activities			10.9	(7.9)
Effect of Exchange Rate Changes on Cash			(0.8)	1.7
Net Increase in Cash and Cash Equivalents			0.9	(45.0)
Cash and Cash Equivalents at Beginning of Period			42.9	57.0	57.0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	43.8	12.0	43.8	12.0	42.9
Consolidating Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	(16.9)	(1.5)	(25.9)	(2.6)
Non-cash Items Included in Net Income:
Depreciation and Amortization			0.0	0.0
Deferred Income Taxes			0.0	0.0
Amount of Postretirement Expense Greater (Less) Than Funding			0.0	0.0
Equity in Net Earnings of Subsidiaries	16.9	1.5	25.9	2.6
Other, Net			0.0	0.0
Changes in Operating Assets and Liabilities			0.0	0.0
Net Cash Used in Operating Activities			0.0	0.0
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending			0.0	0.0
Packaging Machinery Spending			0.0	0.0
Acquisition of Businesses, Net of Cash Acquired			0.0
Beneficial Interest on Sold Receivables			0.0	0.0
Beneficial Interest Obtained in Exchange for Proceeds			0.0	0.0
Other, Net			0.0	0.0
Net Cash Provided by Investing Activities			0.0	0.0
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Debt			0.0	0.0
Borrowings under Revolving Credit Facilities			0.0	0.0
Payments on Revolving Credit Facilities			0.0	0.0
Membership Distribution			0.0
Debt Issuance Cost			0.0
Dividends Paid				0.0
Other, Net			0.0	0.0
Net Cash Used in Financing Activities			0.0	0.0
Effect of Exchange Rate Changes on Cash			0.0	0.0
Net Increase in Cash and Cash Equivalents			0.0	0.0
Cash and Cash Equivalents at Beginning of Period			0.0	0.0	0.0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0