packaging conference

8/7/2019 Packaging Conference

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Baird

November 9 th , 2010

2010 Graphic Packaging International, Inc.

This information is confidential and proprietary to Graphic Packaging International, Inc. Any reproduction or distribution to any third party is prohibited.


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Forward Looking StatementsForward Looking Statements

Any statements of the Companys expectations in this presentation constitute "forward-looking statements" as defined in the Private

Securities Litigation Reform Act of 1995. Such statements, including but not limited to, market trends and debt reduction, are based on

current y ava a e n ormat on an are su ect to var ous r s s an uncerta nt es t at cou cause actua resu ts to er mater a y rom

the Company's present expectations. These risks and uncertainties include, but are not limited to, the Companys substantial amountof debt, inflation of and volatility in raw material and energy costs, volatility in the credit and securities markets, cutbacks in consumer

spending that could affect demand for the Companys products or actions taken by our customers in response to the difficult economic

environment, continuing pressure for lower cost products, the Companys ability to implement its business strategies, including

productivity initiatives and cost reduction plans, currency movements and other risks of conducting business internationally, and the

impact of regulatory and litigation matters, including the continued availability of the Companys net operating loss offset to taxable

income, and those that impact the Companys 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. Additional information regarding these and other risks is contained in the

Company's periodic filings with the SEC.

2010 Graphic Packaging International, Inc. 2


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Company OverviewCompany Overview

Leading producer of innovative packaging solutions for a globallyconsolidatin consumer oods industr

Largest folding carton manufacturer in the U.S.

Vertically integrated / value added supplier

Worldwide manufacturing presence. US, Canada, Mexico,

Europe, Asia Pacific and Brazil ste w t equ ty mar et cap o ~ 1.2 on

LTM 9/30: Revenues of ~$4.1 billion

~Adjusted EBITDA margin of 13.9%

2010 Graphic Packaging International, Inc.* As of 10/26/2010See Appendix attached hereto for additional information and a reconciliation of Non-GAAP measures.

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Core Strategic InitiativesCore Strategic Initiatives

OptimizeOur Core Business


BuildThe Right Execution Culture

GrowBy Leveraging Our Strengths

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Industry Consolidation

Focus on Food &

Productivity/Execution

Positive Momentum

Macro Economic Factors

Recycling an Important

Low Cost Supply Chain EBITDA & Margins

Cash Flow

New Product Innovations

Geographic Expansion

Improve LeverageRatios


Uti ize A Assets to Expan Our Sources o Competitive A vantageUti ize A Assets to Expan Our Sources o Competitive A vantage

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Industry ConsolidationIndustry Consolidation

Top 5 Market Share Increased to 68% in 2008 from 44% in 2001

North American Folding Carton Market

Rock-TennMeadWestvaco

11% Rock-TennOther51%

Riverwood5%

9% IP7%

7% Other32%IP

8%

12%

Graphic13%

Cascades5%Graphic

20082001

Smurfit Stone8% Packaging32%

2010 Graphic Packaging International, Inc.Source: Goldman Sachs, Paperboard Packaging Council, and management estimates 7


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Focus on Historically Stable Food &Focus on Historically Stable Food &Beverage MarketsBeverage Markets

- 0.6%

+ 0.6 %

General

FoodServices &

Drinking

Grocery &Liquor- 0.3%

+ 0.3%2009 vs. 2008 Year-Over-Year Change in Spending + 0.6%

- 8.0%

- 3.4%Clothing

Goods,

Hobbies,Books &Music

- 6.2%

- 12.1%

& Food.Services

Auto

Furnishings

Electronics,Appliances- 11.1%

Buying less

Consumer Trends

Dry dinner mixes up 6%

Shift to Take-Home Products

Trading down to private label

Making fewer shopping trips

Refrigerated products up 4%

Domestic beer up 1%

2010 Graphic Packaging International, Inc. 8Source: A.C. Nielsen and US Bureau of Labor Statistics


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Supports Building a LowSupports Building a Low Cost SupplyCost SupplyChain for National AccountsChain for National Accounts

Consumer P roducts: CerealLow Cost Mills

Industry Average

Cost

Cas

Combined operations yields board fromthe lowest-cost mills in the U.S. to low


cos conver ng p an s

Source: Bain Consulting9


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11 22 33

Industry Consolidation Focus on Food &

Productivity/Execution Positive Momentum

Macro Economic Factors Recycling an Important


Cash Flow



Improve LeverageRatios


Targeting t e Rig t Tren s an Mar e ts to En ance Mar e t S areTargeting t e Rig t Tren s an Mar e ts to En ance Mar e t S are

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Macro Economic Factors have ImpactedMacro Economic Factors have ImpactedConsumer Purchasing TrendsConsumer Purchasing Trends

High UnemploymentDeclining GDP per Household

Blue Collar: 14%

White Collar: 4.5%

I am look ing c lose ly a t eve ry spend in g ca teg or y t o see w her e I can save

84%Cus t om e r s a re

s p e n d i n g c au t i o u s l y

I am ea t in g a t ho m e m or e of t en 65%a n a r e o cu se o n

s a v i n g s

I expec t t o con t inu e spend in g cau t ious ly

Cus t om e r s a re g r a v i t a t i n g t o w a r d 84% I am m o re open t o t ry ing p r iva t e s to re b r ands

even w hen t he econom y im p r oves


p r i v a t e l a b e l p r o d u c t s i n o r d e r t o s a v e

pr o uc s a w a s w o yea r s ago

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Recycling is Also an Important ConcernRecycling is Also an Important Concernfor Packaged Beverages Companiesfor Packaged Beverages Companies

Follow ed by the Use of Renew able Resources!Source: Bevera ePulse.com Jul 2010



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International Presence is GrowingInternational Presence is Growing

Strategic Presence In All Key Geographies

Mexico USA / Canada Opportunity to leverage Altivity

carton plant with local accountsna

Established office in 2006 Structured a joint venture in 2008

Dominant market share

Low cost producer

Europe Refocused strategy to focus on

higher margin applications Ja an

Brazil

90% share of beer market

Beverage and foldingcarton applicationsus ra a

Continued expansion withbeverage folding cartonapplications



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With New Products Around the WorldWith New Products Around the World

Glass remains important but hasmarkedly weakened by PET and

Beverage Cans; Liquid Carton

Beverage Can gains at theexpense of Glass; Environmentconcerns are favorable topaperboard vs. plastic

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Industry Consolidation Focus on Food &

Productivity/Execution Positive Momentum

Macro economic Factors Recycling an Important


Cash Flow



Improve Leverage Ratios


u ure r ves pera ons an as o e uce os o us nessu ure r ves pera ons an as o e uce os o us ness

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Driving Productivity Through Better ExecutionDriving Productivity Through Better Execution

GPK Built Strong Continuous Improvement Culture via Six SigmaLean Sigma and Policy Deployment Enhance Continuous Improvement Culture

$70

$60 $80

ont nuous mprovement

ost

e uct ons

$47 $46

$ Millions

2006 2007 2008 2009 2010 Target

- -


- Increase Shop Floor Involvement - Increases Horizontal Culture


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Positive Momentum in 2010 ResultsPositive Momentum in 2010 Results

$1,125

$1,200

Q3 Net Sales (YoY)

$3,300

$3,500

YTD Q3 Net Sales (YoY)

$975

$1,050

$2,900

$3,100$1,054.2

$3,117.2

$1,042.8

$3,083.4$13.6

($11.7)$0.2($13.5)

($19.1)($5.9) ($4.7) ($4.1)

$900Q3 09 Price Volume Mix Other Q3 10

$2,500

$2,700

Q3 YTD 09 Price Volume Mix Other Q3 YTD 10

Q3 Adjusted EBITDA (YoY) YTD Q3 Adjusted EBITDA (YoY)

$160

$180

$430

$460

$490

($19.1) ($1.7)

($4.5)($3.6)

$155.1$151.3

$13.6

$36.4 $1.8

$432.7$441.2$109.3

$120

$140

$310

$340

$370

($75.5)

($52.0)


$100Q3 2009 Price Volume/Mix Inflation Perform Other Q3 2010

$280YTD 2009 Price Volume/Mix Inflation Perform Other YTD 2010

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Cost Reduction + Integration = Margin ExpansionCost Reduction + Integration = Margin Expansion

Integration savings ~$150 million a year

Pro Forma Adjusted EBITDA Margin

Continuous Improvement savings $60 -$80 million per year13.6%

15.8% 16.7%

9.0% 8.2%

Industry leading EBITDA Margins

.

2008 2009 YTD Sept 2010

Pap er bo ar d Pac kag in g Sp ec ial ty /MW B To tal Co mp an y

11.6%12.3%

11.5%

10.0%

12.7%

14.2% 14.7%

12.6%

14.4% 14.0% 14.5%

10.0%

12.0%

14.0%

16.0%

Quarterly Adj.

EBITDA

Margin

2.0%

4.0%

6.0%

8.0%

2010 Graphic Packaging International, Inc. 20See Appendix attached hereto for additional information and a reconciliation of Non-GAAP measures.

.

Q1 Q2 Q3 Q4

2008 2009 2010


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Improving Financial PerformanceImproving Financial Performance($ millions)($ millions)

$4,500

$5,000

Historical Pro Forma Revenue

$4,323 $4,4152.1% -7.2%

$3,502 $3,566 $3,424 $3,393

$821 $849

$672 $669

$3,000

$3,500

$4,000

,. -20.8%

1.8% -4.0%

,

,2007 2008 2009 Sept 10 LTM

Paperboard Multi-Wall Bag & Specialty Packaging

Historical Pro Forma Adj. EBITDA

$556

$535

$550

$565

10.8%

$505 $502

$490

$505$520 -0.6%

2010 Graphic Packaging International, Inc.See Appendix attached hereto for additional information and a reconciliation of Non-GAAP measures.

21

2007 2008 2009 Sept 10 LTM


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Strong Cash Flow GenerationStrong Cash Flow Generation ($millions) ($millions) [Adjusted for Capital Structure] [Adjusted for Capital Structure]

12.6%14.0% $450

Cash Flow as a % of Sales(CF = Pro Forma Adj EBITDA Cap Ex W/C Cash Tax)

Net Debt Reduction

11.7%

10.0%

12.0%

$135

$300

$375 $363

5.8%

4.0%

6.0%

.

$228

$150

$225

0.0%

2.0%

2008 2009 Sept 2010

LTM

$119

200

$0

$75

2008 2009 2010 Target1

Operations Alt. Fuel Tax Credit Working capital velocity Disciplined Capex decision making

2010 Graphic Packaging International, Inc.Source: 2008 management estimate for 1/1/2008 3/10/2008; and GPK audited financial statements

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EBITDA growth

1.) From Altivity Transaction date March 11, 2008 forward


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Low Cost / Flexible Debt ProfileLow Cost / Flexible Debt Profile

Debt Profile as of 09/30/10

$1,500

$1,750

$2,000 Long-term debt (in millions): PF Q3'10**9.5% matures in 2013 73$

-

Debt Maturities

$500

$750 $1,000

$1,250

Term B matures in 2014 891

Term C matures in 2014 1,052 9.5% matures in 2017 425 7.875% matures in 2018 250 Other 4

$0

$250

2013 2014 2015 2016 2017 2018+

Revolver 9.5% in 2013 Term B Term C 9.5% in 2017 7.875% in 2018

Total 2,695$Total cash and short terminvestments: 136

Net Debt 2,559$

Reduced debt by $573 million since Altivitytransaction in March 2008

Liquidity Position as of 9/30/10Amount

S&P Credit Rating upgraded to BB- from B+ inJuly 2010

9.5% Notes due 2013 recentl addressed

evo ver ne 400.0 Borrowings* + LOCs (32.0) Cash 166.3 Total Liquidity 534.3$

* Excludes international credit facilities


Substantial covenant cushion in bank debt

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** Pro forma Q310 assumes ~$30M related to call of 9.5% Notes due 2013 occurred by 9/30/2010


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Debt Structure TargetDebt Structure Target

Current Ultimate Target

Net Leverage Ratio 1 4.5x 3.0x - 3.5x

Bank vs. Bond Debt an eavy a ance

Maturity Concentrated Staggered

S&P Credit Rating BB- BB area

Net Leverage

Ratio 2

6.0x

4.8x 4.3x~ 4.3x

3.0x 3.5x

2010 Graphic Packaging International, Inc.1.) Current Net Leverage Ratio as of 9/30/102.) Net debt/Pro forma Adjusted EBITDA (2008 and 2009) 24

2008 2009 2010 Target 2011 Target Ultimate Target


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Recent AchievementsRecent Achievements







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Completed MergerIntegration $119mm

September YTD 2010Adj. EBITDA Margin Up

$200+mm New ProductSales in 2009*

$64mm Other CostImprovements in 2009

.September YTD 2009

Q3 2010 LTM CashProvided b O erations

Grown US Folding CartonMarket Share to ~32%

Grown Club Store Sales

Taken Limited MillDowntime

of $355mm**

Ended Q3 2010 with aNet Leverage Ratio of

o ver mm rom$34mm in 2006

Developed IndustryLeadin New Products inuccess u y enego a e

Several Labor Agreements. x

S&P Credit RatingUpgraded to BB- from

+

Beverage, Microwave andStrength Packaging


25*New products introduced in the last three years.** Includes $37.6mm of Black Liquor tax credit.


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Strong Investment ThesisStrong Investment Thesis

Leading market share in further consolidated market

Strong and improving EBITDA margins

Rapid deleveraging through substantial cash generation

Expanded product portfolio Global presence

Market exposure will allow Graphic to lead upon economicrecovery



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AppendixAppendixAppendixAppendix



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ReconciliationReconciliation

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

used by management in assessing the Company's performance. Total Net Debt is a financial measure not calculated in accordance withgenerally accepted accounting principles in the United States ("GAAP"). Total Net Debt and Net Leverage Ratio should be considered inaddition to results prepared in accordance with GAAP, but should not be considered superior to GAAP results. In addition, our Total NetDebt and Net Leverage Ratio may not be comparable to similarly titled measures utilized by other companies since other companies may notcalculate such a measure in the same manner as we do.

September 30, December 31, December 31, March 31,Calculation of Net Debt: 2010 2009 2008 2008Short-Term Debt and Current Portion of Long-Term Debt 28.8$ 17.6$ 18.6$ 20.3$

-- , . , . , . , . Less:

Cash and Cash Equivalents (166.3) (149.8) (170.1) (21.9) Total Net Debt 2,559.4$ 2,650.4$ 3,013.7$ 3,132.8$

LTM Proforma Adjusted EBITDA 564.9$ 556.4 502.0

Net Leverage Ratio 4.5 4.8 6.0


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