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Net Income was $165 million, or $0.55 per share, based upon 302.6 million weighted average diluted shares. This compares to third quarter 2023 Net Income of $170 million, or $0.55 per share, based upon 309.2 million weighted average diluted shares. The third quarter of 2024 was impacted by a net charge from special items and amortization of purchased intangibles of $29 million and the third quarter of 2023 was impacted by a net charge from special items and amortization of purchased intangibles of $59 million. When adjusting for special items and amortization of purchased intangibles, Adjusted Net Income for the third quarter of 2024 was $194 million, or $0.64 per diluted share. This compares to third quarter 2023 Adjusted Net Income of $229 million, or $0.74 per diluted share.

Michael Doss, the Company’s President and CEO said, “In the third quarter, we saw our packaging volumes turn positive, after Europe's return to growth in the second quarter. Third quarter also saw the launch of new paperboard cup and container innovations for major Foodservice customers and the first-ever round BoardioTM paperboard canister for a leading collagen-protein brand. Our innovations are delivering real value for our customers and for consumers.

Despite volume challenges brought on first by customer and retailer destocking and later by the pressure consumers are feeling from price inflation, we are delivering margin strength and consistency in line with the best global consumer packaging companies. That speaks to the value of the portfolio we have created, the success of our sustainable packaging innovations, and our team’s commitment to outstanding execution. As volumes continue to improve and our Waco investment moves toward completion, cash generation will rise significantly, and we will deploy that cash to create substantial additional value for shareholders."

Net Sales decreased 6% or $133 million to $2,216 million in the third quarter of 2024, compared to $2,349 million in the prior year period. The decline was driven by a $109 million impact from the divestiture of the Augusta, GA bleached paperboard manufacturing facility and reduced open market sales participation, and a $35 million net decline in sales from packaging operations, where price declines were partially offset by volume growth. Other acquisitions and divestitures (excluding Augusta) had a $9 million favorable impact on sales in the quarter, while foreign exchange had a $2 million favorable impact.

EBITDA for the third quarter of 2024 was $417 million, $31 million lower than the third quarter of 2023. After adjusting both periods for business combinations and other special items, Adjusted EBITDA was $433 million in the third quarter of 2024 versus $482 million in the third quarter of 2023. The $49 million decline in Adjusted EBITDA was driven primarily by the divestiture of the Augusta, GA bleached paperboard manufacturing facility and related bleached paperboard price and volume declines of $34 million, and by previously disclosed weather and power issues of $25 million. Excluding those items, the impact of lower sales and modest inflation were offset by Net Performance. Other acquisitions and divestitures (excluding Augusta) had a $3 million favorable impact on EBITDA in the quarter, while foreign exchange had a $5 million favorable impact. Adjusted EBITDA Margin including the impact of the divestiture and reduced open market paperboard participation was 19.5% versus 20.5% in the prior year quarter.

We define Innovation Sales Growth as incremental sales of a product that delivers a significant change in materials used, package functionality, or design to a new or existing customer. We define Net Performance as the impact of cost and productivity initiatives, production efficiencies and/or disruptions, and other operating impacts. A tabular reconciliation of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted EPS, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, Net Debt and Net Leverage is attached to this release.

Any statements of the Company's expectations in this press release, including but not limited to volume and cash generation increases, 2024 Adjusted EBITDA and Adjusted Earning per Diluted Share guidance, and 2025 commentary on sales, Adjusted EBITDA and Adjusted EPS growth, constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company's present expectations. These risks and uncertainties include, but are not limited to, inflation of and volatility in raw material and energy costs, continuing pressure for lower cost products, the Company’s ability to implement its business strategies, including productivity initiatives, cost reduction plans, as well as the Company’s debt level, currency movements and other risks of conducting business internationally and the impact of regulatory and litigation matters, including the continued availability of the Company's U.S. federal income tax attributes to offset U.S. federal income taxes and the timing related to the Company’s future U.S. federal income tax payments. 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 required by law. Additional information regarding these and other risks is contained in the Company's periodic filings with the SEC.

Graphic Packaging Holding Company (NYSE: GPK), headquartered in Atlanta, Georgia, designs and produces consumer packaging made primarily from renewable or recycled materials. An industry leader in innovation, the Company is committed to reducing the environmental footprint of consumer packaging. Graphic Packaging operates a global network of design and manufacturing facilities serving the world's most widely recognized brands in food, beverage, foodservice, household, and other consumer products. Learn more at www.graphicpkg.com.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
In millions, except per share amounts	2024		2023		2024		2023
Net Sales	$	2,216	$	2,349	$	6,712	$	7,179
Cost of Sales	1,714		1,799		5,203		5,563
Selling, General and Administrative	191		220		603		622
Other Expense, Net	17		15		49		48
Business Combinations, Exit Activities and Other Special Items, Net	16		28		(23)		62
Income from Operations	278		287		880		884
Nonoperating Pension and Postretirement Benefit Expense	(1)		(1)		(2)		(2)
Interest Expense, Net	(58)		(62)		(177)		(180)

Income before Income Taxes	219		224		701		702
Income Tax Expense	(55)		(54)		(182)		(175)
Income before Equity Income of Unconsolidated Entity	164		170		519		527
Equity Income of Unconsolidated Entity	1		—		1		—
Net Income	$	165	$	170	$	520	$	527

Net Income Per Share - Basic	$	0.55	$	0.55	$	1.71	$	1.71
Net Income Per Share - Diluted	$	0.55	$	0.55	$	1.70	$	1.70

Weighted Average Number of Shares Outstanding - Basic	301.3		308.3		304.9		308.4
Weighted Average Number of Shares Outstanding - Diluted	302.6		309.2		306.1		309.3


In millions, except share and per share amounts	September 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and Cash Equivalents	$	126	$	162
Receivables, Net	971		835
Inventories, Net	1,748		1,754

Assets Held for Sale	11		—
Other Current Assets	134		94
Total Current Assets	2,990		2,845
Property, Plant and Equipment, Net	5,028		4,992
Goodwill	2,034		2,103
Intangible Assets, Net	714		820

Other Assets	465		415
Total Assets	$	11,231	$	11,175

LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	31	$	764
Accounts Payable	937		1,094



Other Accrued Liabilities	761		731
Total Current Liabilities	1,729		2,589
Long-Term Debt	5,372		4,609
Deferred Income Tax Liabilities	626		731


Other Noncurrent Liabilities	493		464




SHAREHOLDERS’ EQUITY
Preferred Stock, par value $0.01 per share; 100,000,000 shares authorized; no shares issued or outstanding	—		—
Common Stock, par value $0.01 per share; 1,000,000,000 shares authorized; 300,135,726 and 306,058,815 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	3		3
Capital in Excess of Par Value	2,042		2,062
Retained Earnings	1,302		1,029
Accumulated Other Comprehensive Loss	(338)		(313)
Total Graphic Packaging Holding Company Shareholders’ Equity	3,009		2,781
Noncontrolling Interest	2		1
Total Equity	3,011		2,782
Total Liabilities and Shareholders' Equity	$	11,231	$	11,175


	Nine Months Ended
	September 30,
In millions	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	520	$	527
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization	420		465

Deferred Income Taxes	(108)		18
Amount of Postretirement Expense Less Than Funding	(4)		(6)
Gain on Disposal of Business	(75)		—
Asset Impairment Charges	—		23
Other, Net	42		61
Changes in Operating Assets and Liabilities	(444)		(386)
Net Cash Provided by Operating Activities	351		702
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	(869)		(575)
Packaging Machinery Spending	(24)		(17)
Acquisition of Businesses, Net of Cash Acquired	—		(361)

Proceeds from the Sale of Business	711		—
Beneficial Interest on Sold Receivables	157		110
Beneficial Interest Obtained in Exchange for Proceeds	(74)		(27)

Other, Net	(3)		(5)
Net Cash (Used In) Investing Activities	(102)		(875)
CASH FLOWS FROM FINANCING ACTIVITIES:

Repurchase of Common Stock	(200)		(37)
Proceeds from Issuance of Debt	756		—
Retirement of Long-Term Debt	(700)		—
Payments on Debt	(19)		(18)
Borrowings under Revolving Credit Facilities	3,822		3,631
Payments on Revolving Credit Facilities	(3,815)		(3,266)
Repurchase of Common Stock related to Share-Based Payments	(24)		(22)
Debt Issuance Costs	(15)		—
Dividends Paid	(91)		(92)
Other, Net	6		(8)
Net Cash (Used In) Provided By Financing Activities	(280)		188
Decrease in Cash and Cash Equivalents, including Cash classified within Assets Held for Sale	(31)		15
Less Cash reclassified to Assets Held for Sale	—		11
Effect of Exchange Rate Changes on Cash	(5)		(8)
Net Decrease in Cash and Cash Equivalents	(36)		(4)
Cash and Cash Equivalents at Beginning of Period	162		150
Cash and Cash Equivalents at End of Period	$	126	$	146

The tables below set forth the calculation of the Company's earnings before interest expense, income tax expense, depreciation and amortization, including pension amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, Net Leverage Ratio, and Total Net Debt. Adjusted EBITDA and Adjusted Net Income exclude gains or charges associated with: the Company's business combinations, facility shutdowns, and other special items. The Company's management believes that the presentation of EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio provides useful information to investors because these measures are regularly used by management in assessing the Company's performance. EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio are financial measures not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), and are not measures of net income, operating income, operating performance, or liquidity presented in accordance with GAAP.

EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio should be considered in addition to results prepared in accordance with GAAP, but should not be considered substitutes for or superior to GAAP results. In addition, our EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio may not be comparable to Adjusted EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as we do.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
In millions, except per share amounts	2024			2023			2024			2023
Net Income	$	165		$	170		$	520		$	527
Add (Subtract):

Income Tax Expense	55			54			182			175
Equity Income of Unconsolidated Entity	(1)			—			(1)			—
Interest Expense, Net	58			62			177			180
Depreciation and Amortization	140			162			423			469
EBITDA	417			448			1,301			1,351
Charges (Gains) Associated with Business Combinations, Exit Activities and Other Special Items, Net (a)	16			34			(23)			68

Adjusted EBITDA	$	433		$	482		$	1,278		$	1,419

Adjusted EBITDA Margin (Adjusted EBITDA/Net Sales)	19.5		%	20.5		%	19.0		%	19.8		%

Net Income	$	165		$	170		$	520		$	527
Charges (Gains) Associated with Business Combinations, Exit Activities and Other Special Items, Net (a)	16			34			(23)			68

Accelerated Depreciation Related to Exit Activities	2			21			17			53

Amortization Related to Purchased Intangible Assets	21			22			61			65
Tax Impact of Business Combinations, Exit Activities and Other Special Items, Net, Accelerated Depreciation and Other Tax Items	(10)			(18)			5			(44)
Adjusted Net Income	$	194		$	229		$	580		$	669








Adjusted Earnings Per Share - Basic	$	0.64		$	0.74		$	1.90		$	2.17
Adjusted Earnings Per Share - Diluted	$	0.64		$	0.74		$	1.89		$	2.16

(Continued)


	Twelve Months Ended
	September 30,		September 30,		December 31,
In millions	2024		2023		2023
Net Income	$	716	$	683	$	723
Add (Subtract):

Income Tax Expense	217		235		210
Equity Income of Unconsolidated Entity	(2)		—		(1)
Interest Expense, Net	236		234		239
Depreciation and Amortization	578		607		624
EBITDA	$	1,745	$	1,759	$	1,795

(Gains) Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net	(10)		73		81




Adjusted EBITDA	$	1,735	$	1,832	$	1,876



	September 30,		September 30,		December 31,
Calculation of Net Debt:	2024		2023		2023
Short-Term Debt and Current Portion of Long-Term Debt	$	31	$	762	$	764
Long-Term Debt (a)	5,399		4,846		4,632
Less:
Cash and Cash Equivalents	(126)		(146)		(162)
Net Debt	$	5,304	$	5,462	$	5,234

Net Leverage Ratio (Net Debt/Adjusted EBITDA)	3.1		3.0		2.8


	Nine Months Ended September 30,
In millions	2024		2023
Net Cash Provided by Operating Activities	$	351	$	702
Net Cash Receipts from Receivables Sold included in Investing Activities	83		83
Cash Payments Associated with Business Combinations, Exit Activities and Other Special Items, Net	171		16
Adjusted Net Cash Provided by Operating Activities	$	605	$	801
Capital Spending	(893)		(592)

Adjusted Cash Flow	$	(288)	$	209