Consumer Packaging Solutions that Make a World of Difference

© 2012 Graphic Packaging International, Inc.

Graphic Packaging International, Inc.

Investor Presentation

September 2012

Consumer Packaging Solutions that Make a World of Difference

© 2012 Graphic Packaging International, Inc. 2

Graphic Packaging at a Glance

Leading vertically integrated provider of innovative packaging solutions

– Largest folding carton manufacturer in the U.S.

– Leading multi-wall bag manufacturer, including woven polyethylene

(WPP) bags

Highly predictable revenue stream

– Q2‘12 TTM Revenue: $4,304 million (up 4.1%)

Vertically integrated, low cost supplier

Global presence to support global customers

– Facilities in the U.S., Canada, Mexico, Europe, Asia Pacific and Brazil

Experienced and committed management team

Publicly traded on the NYSE (GPK) with ~65% of stock owned by four primary shareholders

Headquarters in Marietta, Georgia

– Approximately 12,300 employees worldwide

Q2’12 TTM Revenue by Segment¹

Q2’12 TTM Revenue by Geography

¹ Revenue breakdown as reported; beginning on 1-Jan-2012, the Company’s label business (~$62mm of Sales in FY2011) is reported in Paperboard Packaging rather than Flexible

Packaging.

Source: Company Management

Flexible Packaging

16%

PaperboardPackaging

84%

90%

Asia Pacific4%

Europe4%

C./S.America

2%

U.S./Canada


Beverage Carriers

36%

Food55%

Consumer Products

9%

Centrally Managed and Integrated Global Supply Chain to Our Customers

Q2‘12 TTM Revenue $3,621 million

Largest U.S. producer of folding cartons

Focused on food & beverage end markets

Vertically integrated network of 7 mills (producing ~ 2.3M tons of paperboard) and 33 converting facilities

2 virgin mills produced ~1.3M tons of CUK¹ in FY‘11

5 recycled (CRB(2) & URB(3)) mills produced ~0.9M tons in FY‘11

Strategy aligned around national and regional accounts

Industry End Markets Key Facts

Fiber Supply

Packaging Machinery

Carton Converting

Global Innovation & Carton Development

Paperboard Production

Wood

OCC

1) Coated unbleached kraft or commonly referred to as Solid Unbleached Sulfate (SUS)

2) Coated-recycled board.

3) Uncoated-recycled board.

Paperboard Packaging Segment Overview


Industry End Markets Key Facts

Agri-Chem

&

Food

41%

Building

Materials

17%

Pet & Pet

Care

11%

Chemicals

10%

Minerals

10%

Other

11%

New Innovative Market Launches to Drive Growth

Woven Poly Prop MWB with FreshLok

and Next Generation Slider

Hybrid Bag

Paper/Plastic

Combination

Q2‘12 TTM Revenue $683 million

Leading market share in multi-wall bags and expanding

in woven PPE bags, plastic bags and pouches

Formed 87%-owned JV with Delta Natural Kraft / Mid-

America Packaging (DNK) in 2011 to vertically integrate

Only integrated company in the space with 1 mill and

15 manufacturing facilities

Upside in agriculture, building supply, and other cyclical

end markets

Growth opportunity in woven polypropylene with a

dedicated plant

Flexible Packaging Segment Overview


Major Customers

56 Locations 3 Locations 6 Locations 3 Locations

Major Customers Major Customers Major Customers

Leading Packaging Solutions for Top-Tier Global Consumer Products Customers

Serve customers in stable food, beverage & consumer markets Global footprint creates a platform for international growth

U.S. and Canada Central & South America Europe Pac Rim

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GPK

35%

RKT

26%

Paperworks

11%

Other

28%

6

Graphic is a Leader in the Consolidating North American Folding Carton Sector

Folding Carton Market Share: 2001 Folding Carton Market Share: 2011

Source: Bain competitive analysis document, QSR/Foodservice Market Analysis and Management estimates.

Coated

Recycled

Board

Coated

Unbleached

Kraft

Other

Riverwood

Rock-Tenn

IP

Smurfit Stone

MeadWestvaco

Graphic

Packaging

13% 9%

8%

7%

7%

5%

51%

Consolidation has Resulted in Leading

Substrate Market Share

MWV

GPK55%

45%

Folding Carton Market Remains Fragmented with over 200 Independent Converters


Coated Recycled Board (CRB) Solid Unbleached Sulfate (SUS) Solid Bleached Sulfate (SBS)

Description

Produced from recycled fibers

Coated paperboard with at least

80% virgin unbleached wood pulp

Paperboard grade that contains at least 80%

virgin bleached wood pulp

Substrate as a

% of Folding

Carton Market

34% 32% 34%

Graphic

Packaging’s

Position

Largest North American CRB

producer

Global and U.S. leader in SUS Converter of SBS (no SBS mills)

Advantages

Cost effective for variety of

applications

Favorable environmental profile,

made entirely from recycled fibers

Excellent wet and dry strength

Tear strength

Excellent printability

Approved for direct food contact

Strength

Brightness

Attractive printing and graphics

characteristics for high end applications

End-Uses

Dry foods (cookies, crackers,

cereal, cake mix, pasta)

Soap / laundry detergent

Paper goods (tissue, napkins)

Home and personal care products

Frozen food packaging

Multi-pack carriers for beverages

(beer, soft drinks, water)

Litho-Lam substitute

Medical packaging

Milk and juice gable top / aseptic drinks

Cosmetic and perfume

Frozen food

Confectionery

7

Graphic Packaging

35%

Rock-Tenn26%

Paperworks11%

Other28%

Graphic Packaging

55%

MWV45%

IP30%

Clearwater16%

Rock-Tenn12%

GA Pac10%

Cascades5%

Tembec1%

MWV26%

Graphic Packaging Produces 2 of 3 Folding Carton Substrates



(6.2%)

(12.1%)

(11.1%)

(8.0%)

(3.4%)

(0.6%) (0.3%)

0.6% 0.3%

Total Retail & Food

Services

Auto Furnishings Electronics, Appliances

Clothing Sporting Goods,

Hobbies, Book & Music

General Merchandise

Food Services &

Drinking

Grocery & Liquor

8

Strategic Focus on the Stable Food and Beverage Markets

Graphic Packaging’s End Markets are Resilient During Recessionary Periods

GPK Paperboard Packaging

End Market Exposure

End Market Performance During 2009 Recession

Graphic’s

Primary End

Markets Beverage Carriers

36%

Food55%

Consumer Products 9%

GPK generates strong free cash flows across economic cycles given stable end markets

– 85%+ of paperboard packaging sales are generated from end markets such as food and beverage

– 50%+ of the flexible packaging sales are generated from stable end markets like agricultural, animal feed, pet foods, etc.

Sharp focus on core food and beverage packaging business due to less demand volatility

than most sectors of the economy


Execution-Focused Strategy Drives Profitable Growth

Match manufacturing footprint to consumer demand

Gain operational efficiencies with supply chain optimization and disciplined investments in asset base

Contracts structured to recover input inflation

Innovation drives mix and share expansion

Opportunistically evaluate strategic acquisitions

Continue to broaden global reach

Extensive continuous improvement programs drives margin expansion

Invest in energy solutions and sustainable model

Result in significant cost reductions ($60 - $80 million per year)

Optimize core business

Grow by leveraging key strengths

Build a high performance culture


10

Mills

Biomass (Macon)

Energy systems

Productivity

Advanced Process Controls

The Company Has Made Significant Investments in Assets While Continuing to Reduce Leverage

Beverage & Consumer Products

Packaging

Flexible Packaging

Information Technology

Key Initiatives

Non-Maintenance

2009-2012E

Cumulative Capex ($ million)

$120

Consumer packaging plant upgrades

Plant Consolidation and Perry expansion

Capacity for new products & productivity

$131

Systems and mill upgrades (DNK integration)

Leading technology at bag converting assets

Investment in growth substrates (WPP)

$ 27

SAP with shop floor controls

Panther for mill productivity $ 28

Total capital spend over four years of ~$600 million with >$300 million in high return capital investments to expand and upgrade operating capabilities

Rationale

Reduce input costs

and usage

Improve productivity

and sourcing

Upgrade converting

assets - install leading

technology & capacity

Integrate businesses

Upgrade converting

Expand into growing

substrates

Data optimization

Improve SG&A efficiency

Total: $ 306



Low Cost CRB Mills Low Cost CUK/SUS Mills

International Mills

Blue

illustrates

the cost of

freight to

Chicago

Graphic Packaging Mill Cash Costs are Significantly Below Industry Average


80%+ of the Company’s Paperboard is Utilized in its Converting Operations G

PI

Industry Average

Ka

lam

azo

o

Mid

dle

tow

n

Ba

tle

Cre

ek

Ca

sh

Co

st

Industry Average

Ba

ttle

Cre

ek


GPK Converting Facility

GPK Paperboard Mill

West Coast Region /Private Label

• Craft Beer

• Facial tissue

• Raisins

• Frozen Foods

• Soap & Detergent

Midwest Region / Private Label

• Meat

• Facial tissue

• Frozen Foods

• Dairy/Ice Cream

East Region / Private Label

• Confectionary

• Bakery

• Meat

• QSR/Food Service

12

Long-run standardized products for national accounts

located close to mills to minimize logistics costs and

ensure availability of raw material supplies

Short-run more customized products for regional

accounts located close to customers to optimize

response time to customer needs

Beer

Supply

Chain

Cereal

Supply

Chain

Regional Accounts National Accounts

Business Model is Optimized to Serve Both National and Regional Accounts



13

Graphic Packaging’s Strategy is Centered Around Three Primary Growth Initiatives

Grow Base Business and Gain Market Share

Expand into New

Geographies Pursue Bolt-On Acquisitions

Successful track record

of growing market share

by focusing on

— Consumer convenience

— Value and cost reduction

— Brand building

— Sustainability

New areas for growth

with tangible product

pipeline

— Capitalize on growing

demand for ―green‖ solutions

— Steady stream of new

product introductions

Successful integration and

synergy realization record

Bolt-on acquisitions under

constant consideration

Inorganic growth will expand

footprint in new markets

M&A also viewed as a

strategy to consolidate

existing segments

Many new and growing

markets for packaging are

not yet mature

Leading share in the US

will help the Company win

overseas business

Focused on China

opportunity

1 2 3

Growth Realized Through Innovation, Geographic Expansion and Acquisitions



Virgin mills use 100% locally grown pine

as fiber source

CRB is made from 100% recycled fibers

Since 2008, our mills have reduced their

carbon footprint by 6%

Reduced water usage by 2% on a per

ton basis

15% less packaging than original box

Saves enough packaging in one year to

wrap the world in a ring of new boxes

Made from renewable material (pine

trees)

Still recyclable

Renew

Recycle

Regenerate

Our Products Address Global Concerns Regarding Sustainability

Compost

New CUK Carton to Replace Litho-Lam

Graphic Packaging Mills

14

1


Microwave Product

Development

— MicroRite®/Designer

Ware™ Expansion

— Steaming Technology

— Pouches

Corrugated Replacement

— Solid Fiber Solutions

— Corrugated Shipper +

Tray Replacement

Resin Replacement

— Bag in Box

— Stand-up Pouch

— Frozen Food Pillow

Packs

Cost Reduction &

Sustainability

— Thrift Focus

— Cost Reduction

— Carbon Footprint

— Retail-Ready Solutions

Convenience

— Meal Solutions

— Portability

— Functionality

— Meal Prep Time

Brand Building

— Promotional

Packaging

— Unique Positioning

— Better for You

Meal Solutions

— Functionality

Cost Reduction &

Sustainability

— Thrift Focus

— Cost Reduction

— Lower Carbon

Footprint

— Retail-ready

Solutions

Comfort

Convenience

Cost

Individualism

Sensory

Connectivity

Health &

Wellness

Consumer

Trends

Customer &

Market Priorities Product

Development Focus Selected Market Opportunities

Use Well Established Innovation Process and Pipeline to Expand the Market and Win Share

15

Club Store Channel / Dry Foods

Coffee / Wine Box Market

Away from Home penetration

Microwave Global Cooking Solutions

Frozen Food folding carton solutions

Global Beverage solutions

Global aseptic solutions

1


16

2

Identified geographies for expansion represent an opportunity to nearly double core food and beverage addressable market from 13.6M to 25.5M tons by 2016

Food & Beverage Carton Market Size (M tons) 2011 Graphic Packaging Sales by Region

0.3

0.6

5.6

8.0

5.4

0.3

0.9

6.7

8.8

8.8

0.0 2.0 4.0 6.0 8.0 10.0

Mexico

Brazil

Western Europe

USA

China

2016 Market Size 2010 Market Size

Graphic Packaging generated

over $400mm in sales from

Asia Pacific, Europe, and Latin

America in 2011

By 2016, targeted geographic

regions represent over 25M

tons of food and beverage

packaging demand

Poised to Leverage North American Leadership Position into New Geographies

Source: Bain Consulting

U.S./Canada90%

Europe4%

Asia Pacif ic4%

Central/South America2%


China is management’s top priority for global expansion, representing a 5.4M ton market today which is expected to grow at a CAGR of ~8.5% to 8.8mm tons by 2016

China Product Focus Folding Carton Growth Drivers in China

JC Wrap

Aseptic Packages

Can Solutions

Growing Middle

Class

China economy expected to grow 8% per year in the

near future

Number of ―middle class plus‖ households expected

to grow to 200mm by 2016 (20% increase from

2010)

Growing

Beverage

Consumption

China is the largest market for beer worldwide

Beer consumption expected to grow at a 5% CAGR

Growing health consciousness expected to drive

dairy beverage consumption

Increased

Demand for

Folding Cartons

Folding carton demand expected to grow 60% by

2016, driven by ease of use and high quality

graphics

– Growing middle class driving demand for more

sophisticated and high quality packaging

– Beverage manufacturers are switching to

automated packing solutions, which favor folding

cartons

Significant Growth Opportunities for Beverage Folding Cartons in China

2


Agri-Chem

&

Food

41%

Other

11%

Q4 2011 – Established a Joint Venture (GPK owns 87%) with Delta Natural Kraft / Mid-America Packaging

– Neither party received cash consideration

Strategic Motivation

– Further strengthens GPK‘s #1 position in multi-wall bag packaging

– Creates North America‘s only vertically integrated multi-wall bag business

Attractive Synergies to be Realized

– Vertical integration

– Facility/overhead optimization

Expect ~$20+ million annualized synergies to be realized in 2013, driving margin expansion from 8% to double digit by 2013

3 Replicating Successful Integration Strategy in Flexible Packaging


GPI Mills 52 kT 30% External

Sources 123 kT

70%

Kraft Paper Sourcing

in 2011 Kraft Paper Sourcing

in 2013

Outsource 20k – 40k

Strategic tons

Expand Mill

Capacity: Improve

Efficiency and

Reduce Bottlenecks

Open Market

Presence to Balance

Demand

Grow Converting

Volume

Drives

EBITDA

and

Cash Flow GPI Mills

153 kT 88%

External Sources

22 kT 12%

Leverage Kraft

Mill Integration

The Recent Vertical Integration of Supply Chain for Flexible Packaging Provides the Necessary Operational Levers and will Increase Margins in the Near Term

Recent Vertical Integration with Kraft Mills Will Improve Efficiency and Expand Margins

19

3


$64$70

$46$47

$101

$76$60-$80

2006 2007 2008 2009 2010 2011

(Prelim)

2012

(Target)

Key project savings over next 3 years

Energy reduction/sourcing

• Biomass boiler

• Heat recovery

Productivity investments

• Higher pressure drying cans

• Automated threading systems

• New top felt run

Waste reduction

Productivity Investments

• Make ready improvement

• Decrease in press conversion times

Plant consolidation

Plant consolidation

Vertical Integration

Mills

Converting

Flexible

Historical Investments have Delivered Savings and More Opportunities Identified

SG&A

Projects to deliver $60-$80 million annual cost benefit next few years are planned and/or in process

Dedicated continuous improvement resources to drive execution

Macon biomass boiler to generate ~$20 million of annual synergies (est. start in Mid 2013)

DNK synergies of ~$20+ million expected starting 2013

Continuous Improvement Cost Reduction

($ in millions)

Achieved

$46 million

in 1H’12


$57

$25

Net Investment Tax Grant

2013 2012 2011 2010

Milestones:

Began boiler support steel

contruction

Started boiler pressure parts

erection

Finish turbine area foundation

(Q3 2012)

Install turbine and generator

(Q4 2012)

Milestones:

Finish pollution controls (Q2 ‗13)

Final system checks (Q2 ‗13)

Launch operations (Q2 ‗13)

Receive $25 million tax grant (1

year earlier than plan)

Milestones:

Tax grant opportunity identified

Project funding approved

Boiler contract issued

Milestones:

Began detailed engineering

Environmental permit issued

Commenced boiler foundation

work

Investment: $82

Biomass Boiler Installation Will Reduce Costs While Promoting Sustainability

Expect: - To eliminate reliance on purchased electricity in Macon, GA - To sell electricity back to the grid - 3 year payback


Financial Overview


Adjusted EBITDA & Margin

Cash Flow from Operations Net Leverage

Revenue

A reconciliation of non-GAAP and pro forma financial measures can be found in the appendix of this presentation.

¹ Shown on a pro forma basis: GAAP based ratio was 6.3x.

Financial Performance Trends Demonstrate Strong Execution of Our Strategy


Q2’12 Earnings: Financial Improvement Continues

$ millions

Revenues up by ~2.9%

Adjusted EBITDA up 17.5%

Adj. Net Income up 75.0% vs. normalized

Graphic Flexible Packaging

– Investing for higher levels of integration such as

in-sourcing of kraft paper

– Integration ahead of plan


EBITDA Margin

Segment Q2‘12 Q2‘11

Paperboard 19.6% 17.1%

Flexible 3.9% 3.7%

Total 15.9% 13.9%

Q2'12 Q2'11 Var

TTM

Q2'12

TTM

Q2'11 Var

Revenues $1,111.9 $1,080.7 $31.2 $4,304.1 $4,135.7 $168.4

Adjusted EBITDA $176.4 $150.1 $26.3 $624.9 $576.8 $48.1

Adj. N.I. (normalized tax rate) $45.6 $26.1 $19.5 $131.4 $77.5 $53.9

Adj. EPS (normalized tax rate)* $0.11 $0.07 $0.05 $0.33 $0.22 $0.12

* Difference attributable to rounding.


Poised to Continue Performance Improvement A

dj.

EB

ITD

A i

n $

mil

lio

ns

Primed for Continued Improvement

$577

~$81 ~$5

~($88)

~$93

~($14)

$625

~$(29)

200

250

300

350

400

450

500

550

600

650

700

Q2'11 TTM Price Volume/Mix* Commodity Inflation

Labor, Benefit & Other Inflation

Performance FX/Other Q2'12 TTM

Continued investment in product innovation to expand addressable market

Vertical integration drives production optimization

Contractual inflation recovery and ―net purchaser of paperboard‖ position

$60-$80 million annual cost reduction

Strong infrastructure for creating value with ―tuck-under‖ acquisitions

*Includes market related downtime.

Volumes trending in

the right direction

2H’11 1H’12

~($8) ~$13


Actively Manage Risk of Input Cost Inflation and Paperboard Demand

• Energy

– Hedging strategy on natural gas

– New investments in bio-mass

• Secondary Fiber – Midwest mills with cost advantage

– Internal consumption of mill and converting scrap

programs

• Wood – Virgin fiber mills located in prime wood baskets

• ~85% of paperboard packaging business under

multiyear contract

• Contracts contain “look back” inflation recovery calculation – average 9 month look back period

• Over 200,000 tons purchased

• Optimize mill production – throughput, waste, trim – driving margins and cash generation

• Maintain “sold out” position of mills – mitigate market demand risk

Converting

Folding Carton Cost Breakdown

Secondary Fiber

14.4%

Energy

12.4%

Freight/Packaging

5.9%

Virgin Wood

15.2% Labor &

Overhead

33.7%

Chemicals

18.5%

Variable

Costs

21.1%

Fixed Costs

24.4%

Board

54.5% 80+%

Vertically

Integrated

Paperboard Production

Proven Strategy to Minimize Input Volatility

Customer Contracts w/ Inflation Recovery Provisions

Convert More Paperboard than Mills Produce


Debt Profile and Liquidity

1) Since March 2008

Debt Profile Refinancing • New $2 billion secured loan facilities Mar ‗12

– Lowered rate to LIBOR +2.25% (pricing grid based)

• Post Q2’12 rate dropped to LIBOR +2.00%

– Provides operating flexibility

• Enhanced baskets for cash dividend, share

repurchases and other investments

• Potential 2013 refinancing of 9.5% Notes due

in 2017

Domestic Liquidity • Significant liquidity of ~$588 million (at 6/12)

Cumulative Net Debt Reduction Since 2008¹

27

Q2'12

Amount

Cash & Cash in Equivalents 31$

Revolver (Matures in 2017) 385

Term Loan A (Matures in 2017) 1000

9.500% Notes (Matures in 2017) 425

7.785% Notes (Matures in 2018) 250

Other 14

Net Debt 2,043$

2.2x

3.3x

0.6x

x Q2'12 TTM

EBITDA

2.9x

3.3x

3.3x


• Expect ~$200-$220 million net debt reduction

– Impacted by one time items:

• Biomass Boiler Capital Expenditures

• Refinance Costs

• Delta Natural Kraft Integration Costs

• Normalized Cash ―run rate‖ ~$260 million

• End year entering top-end of leverage target

Debt

Story

to

Equity

Play

• $1.1 billion NOL will continue to benefit

Free Cash Flow Yield

• Potential cash deployment

• Dividend

• Tuck-under acquisitions

-4.6%

0.9%

3.9% 4.6% 5.1%

7.0%

9.2% 10.6%

7.6x

8.4x 7.8x

7.1x 7.2x

8.8x

7.0x 6.9x

0.0x

2.5x

5.0x

7.5x

10.0x

-7.0%

-3.5%

0.0%

3.5%

7.0%

10.5%

14.0%

MWV CCK PKG RKT SON BLL IP GPK

---

Co

ns

en

su

s 2

01

2 E

st.

E

V/E

BIT

DA

*

TT

M F

CF

Yie

ld %

*

Peer Group Valuations & FCF Yield

Strong Cash Generation, Attractive Free Cash Flow Yield and Valuation Considerations

* Data pulled from Bloomberg as of 9/13/2012.

2013 2012

GPK Valuation Considerations

• GPK has hybrid paper/packaging

characteristics

– ~95% of revenues from packaging

– Net purchaser of paperboard

• More stable revenue base – Food &

Beverage end markets

• NOL value may not be fully

recognized by market

• Strong cash flow yield indicates

market may under value GPK


$(0.18)$(0.19)

$0.03

$0.22

$0.26

2007¹ 2008¹ 2009 2010 2011

Attractive Diluted Adj. EPS Growth

Summary Value Proposition

Current Profile

Created a highly integrated business model with

stable end markets

Lowering operational and financial costs to

generate cash and earnings

Positioned to utilize GPK‘s $1.1 billion NOL

Transitioning from a Debt Story to an Equity Play

– Enter target net leverage range end of 2012

Unique Investment Thesis

29

1) Presented on pro forma basis.

Future Profile

• Attractive earnings growth

• Valuation upside potential given strong free cash

flow yield (~11%)

• Cash usage to benefit shareholders (dividend

and/or business investment)



Investment Highlights

Leading Market

Position

Success with Tuck-

Under Acquisitions

Low Cost Producer

with Optimized

Supply Chain

Product Innovation

and Sustainability

Seasoned and

Committed

Management Team

Long-Term

Relationships with

Blue-Chip Customers

Consistent Demand

from Stable End-

Markets

Strong Backlog of

Cost Reduction

Initiatives


Appendix


Reconciliation of Q2’12 TTM/2011/2010/2009/2008 Non - GAAP and Pro forma Results

* May not foot due to rounding

** The tax impact is for 2011 and 2012

1) Presented on a pro forma basis.

TTM June 30

In millions 2012 2011 2010 2009 2008 1

Net Sales 4,304.1$ 4,206.3$ 4,095.0$ 4,095.8$ 4,079.4$

Altivity Net Sales - - - - 335.6

Consolidated Net Sales 4,304.1$ 4,206.3$ 4,095.0$ 4,095.8$ 4,415.0$

Net Income Attributable to Graphic Packaging Holding Company 277.7$ 276.9$ 10.7$ 56.4$ (99.7)$

Add (Subtract):

Net Loss Attributable to Noncontrolling Interests (2.6) (1.7) - - -

Income Tax (Benefit) Expense (198.5) (229.8) 27.5 24.1 34.4

Equity Income of Unconsolidated Entities (2.2) (2.1) (1.6) (1.3) (1.1)

Interest Expense, Net 128.5 144.9 174.5 196.4 215.4

Depreciation and Amortization 296.1 292.3 299.3 326.8 269.2

EBITDA 499.0 480.5 510.4 602.4 418.2

Charges Associated with Business Combinations 6.6 2.4 55.1 71.7 17.7

Asset Impairment and Other Special Charges 12.8 10.0 - 13.0 15.5

Goodwill Impairment Charge 96.3 96.3 - - -

Inventory Step Up Related to Altivity - - - - 24.4

Loss on Modification or Extinguishment of Debt 10.2 2.1 8.4 7.1 -

Alternative Fuel Tax Credits Net of Expenses - - - (137.8) -

Adjusted EBITDA 624.9 591.3 573.9 556.4 475.8

Altivity Adjusted EBITDA - - - - 26.2

Consolidated Adjusted EBITDA 624.9$ 591.3$ 573.9$ 556.4$ 502.0$

Net Income Attributable to Graphic Packaging Holding Company 277.7$ 276.9$ 10.7$ 56.4$ (99.7)$

Altivity Net Loss - - - - (24.5)

Charges Associated with Business Combinations (Net of Tax) ** 3.4 1.5 55.1 71.7 17.7

Asset Impairment and Other Special Charges (Net of Tax) ** 7.9 6.2 - 13.0 15.5

Goodwill Impairment Charge (Net of Tax) ** 80.0 80.0 - - -


Loss on Modification or Extinguishment of Debt (Net of Tax) ** 5.9 1.3 8.4 7.1 -


Tax Benefit Associated with Release of Tax Valuation Allowance (265.2) (265.2) - - -

Adjusted Net Income (Loss) 109.7$ 100.7$ 74.2$ 10.4$ (66.6)$

Per Share - Basic

Net Income (Loss) Attributable to Graphic Packaging Holding Company 0.71$ 0.74$ 0.03$ 0.15$ (0.26)$

Altivity Net Loss - - - - (0.07)$








Adjusted Net Income (Loss) Per Share * 0.28$ 0.27$ 0.22$ 0.03$ (0.19)$

Per Share - Diluted

Net Income (Loss) Attributable to Graphic Packaging Holding Company 0.70$ 0.73$ 0.03$ 0.15$ (0.26)$

Altivity Net Loss - - - - (0.06)$








Adjusted Net Income (Loss) Per Share * 0.28$ 0.26$ 0.22$ 0.03$ (0.19)$

Weighted Average Number of Shares Outstanding - Basic 392.5 376.3 343.8 343.1 341.6

Weighted Average Number of Shares Outstanding - Diluted 395.3 381.7 347.4 344.6 341.6

* May not foot due to rounding

** The tax impact is for 2011 and 2012


The following pro forma results for 2008, give effect to Graphic Packaging Corporation's combination with Altivity Packaging, LLC as if it had occurred on January 1, 2008 and

exclude the 2008 results for the two coated-recycled board mills divested in September 2008. The Company's management believes that the pro forma presentation provides

useful information to investors in light of the Company's combination with Altivity Packaging, LLC. The pro forma information is not necessarily indicative of what the combined

companies' results of operations actually would have been if the transaction had been completed on the date indicated.

Reconciliation of Non-GAAP Financial Measures

Year Ended December 31,


Reconciliation of Q2’12 TTM/Q1’11 TTM/Q1’11 Normalized Earnings Results

TTM June 30, TTM June 30, QTD June 30,

2012 2011 2011

Income before Income Taxes and Equity Income of Unconsolidated Entities 74.4$ 113.3$ 38.9$

Charges Associated with Business Combination 6.6 1.7 1.7

Asset Impairment and Other Special Charges 12.8 - -

Goodwill Impairment Charge 96.3 - -

Loss on Modification or Extinguishment of Debt 10.2 8.3 0.8

Adjusted Pre-Tax Income 200.3 123.3 41.4

Income Tax Expense at Normalized Tax Rate of 38.5% prior to Q2'12 (73.7) (47.5) (15.9)

Income before Equity Income of Unconsolidated Entities 126.6 75.8 25.5

Equity Income of Unconsolidated Entities 2.2 1.7 0.6

Income Attributable to Noncontrolling Interests 2.6 -

Adjusted Net Income with Normalized Tax Rate 131.4$ 77.5$ 26.1$

Weighted Average Number of Shares Outstanding - Diluted 395.3 357.6 384.5

Adjusted Net Income with Normalized Tax Rate Per Diluted Share 0.33$ 0.22$ 0.07$


Reconciliation Non-GAAP Financial Measures

June 30, December 31, December 31, December 31, December 31,

Calculation of Net Debt: 2012 2011 2010 2009 2008 1

Short-Term Debt and Current Portion of Long-Term Debt 64.3 30.1 26.0$ 17.6$ 18.6$

Long-Term Debt 2,009.4 2,335.7 2,553.1 2,782.6 3,165.2

Less:

Cash and Cash Equivalents (31.0) (271.8) (138.7) (149.8) (170.1)

Total Net Debt 2,042.7$ 2,094.0$ 2,440.4$ 2,650.4$ 3,013.7$

Adjusted EBITDA 624.9 591.3 573.9$ 556.4 502.0

Net Leverage Ratio 3.3 3.5 4.3 4.8 6.0


Reconciliation of Non-GAAP Financial Measures

The table below sets forth the calculation of the Company's Total Net Debt and Net Leverage Ratio. The Company's management believes that the presentation

of Total Net Debt and Net Debt Leverage provides useful information to investors because these measures are regularly used by management in assessing the

Company's performance. Total Net Debt is a financial measure not calculated in accordance with generally accepted accounting principles in the United States

("GAAP"). Total Net Debt and Net Leverage Ratio should be considered in addition to results prepared in accordance with GAAP, but should not be considered

superior to GAAP results. In addition, our Total Net Debt and Net Leverage Ratio may not be comparable to similarly titled measures utilized by other

companies since other companies may not calculate such a measure in the same manner as we do.

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