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Certain statements regarding the expectations of Graphic Packaging Holding Company (“GPHC” and, together with its subsidiaries, the “Company”), including, but not limited to, startup charges for the new paperboard machine in Kalamazoo, Michigan, the availability of 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, charges for exit activities, capital investment, depreciation and amortization accelerated depreciation related to exit activitiesexpense and pension plan contributions for 2024, in this report constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and its present expectations. These risks and uncertainties include, but are not limited to, the continuing effects of the COVID-19 pandemic on the Company's operations and business, inflation of and volatility in raw material and energy costs, changes in consumer buying habits and product preferences, competition with other paperboard manufacturers and converters, product substitution, the Company’s ability to implement its business strategies, including strategic acquisitions, the Company's ability to successfully integrate acquisitions, productivity initiatives and cost reduction plans, the Company’s debt level, currency movements and other risks of conducting business internationally, and the impact of regulatory and litigation matters, including those that could impact the Company’s ability to utilize its U.S. federal income tax attributes to offset taxable income or U.S. federal income taxes and those that impact the Company's ability to protect and use its intellectual property. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements, except as may be required by law.

Graphic Packaging Holding Company (“GPHC” and, together with its subsidiaries, the “Company”) is committed to providing consumer packaging that makes a world of difference. The Company, is a leading provider of sustainable fiber-basedconsumer packaging solutions for a wide variety of products to food, beverage, foodservice and other consumer products companies. The Companyprovider, operates on a global basis, is one of the largest producers of folding cartons and containers for the packaging of consumer goods and paperboard-based foodservice packaging solutions in the United States ("(“U.S."”) and Europe, and holds leading market positions in coatedpaperboard used to produce consumer packaging solutions, including recycled, paperboard ("CRB"), coated unbleached kraft paperboard (“CUK”) and solid bleached sulfate paperboard ("SBS").paperboard.

The Company’s customers include many of the world’s most widely recognized companies and brands with prominent market positions in beverage, food, foodservice and other consumer products. The Company strives to provide its customers with innovative sustainablepaperboard packaging solutions designed to deliverpreferred by consumers. The Company delivers marketing and performance benefits at a competitive cost by capitalizing onto its low-cost paperboard mills and converting plants,customers through its global packaging network, its proprietary carton and packaging designs, and its commitment to quality, service, and service.environmental stewardship.

Over the past five years, theThe Company has successfully completed over tenseveral acquisitions in the past three years and expects to pursue strategic acquisition opportunities in the future as part of its overall growth strategy.

On January 28, 2019, GPHC'sJuly 27, 2023, the Company's board of directors authorized an additional share repurchase program to allow GPHCthe Company to purchase up to $500 million of GPHC'sthe Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the "2019“2023 share repurchase program"program”). AThe previous $250$500 million share repurchase program was authorized on January 10, 201728, 2019 (the "2017“2019 share repurchase program"program”).

Share repurchases are reflected as a reduction of common stock for the par value of the shares, with any excess of share repurchase price o verover par value allocated between capital in excess of par value and accumulated deficit.

The following presents GPHC'sthe Company's share repurchases for the years ended December 31, 2020,2023, 2022, and 2019:2021:

At December 31, 2021, GPHC2023, the Company had approximately $147$565 million of share repurchase authority remainingavailable for additional repurchases under the 2023 and 2019 share repurchase program.programs.

The Company has three reportable segments as follows:

The Company operates in three geographic areas: the Americas, Europe and Asia Pacific.

The Company’s packaging applications meet the needs of its customers for:

The Company produces paperboard at its mills;manufacturing facilities; prints, cuts, folds, and glues (“converts”) the paperboard into folding cartons, containers and containersother packaging at its converting plants;packaging facilities; and designs and manufactures specialized, proprietary packaging machines that package bottles and cans and, to a lesser extent, non-beverage consumer products. The Company also installs its packaging machines at customer plants and provides support, service and advanced performance monitoring of the machines.

The Company offers a variety of laminated, coated and printed packaging structures that are produced from its CRB, CUKrecycled, unbleached and SBS mills,bleached paperboard grades, as well as other grades of paperboard that are purchased from third-party suppliers.

Below is the production at each of the Company’s paperboard millsmanufacturing facilities during 2021:2023:

The Company consumes most of its coated boardpaperboard output in its convertingpackaging operations, which is an integral part of the customer value proposition. In 2021,2023, approximately 72%78% of combined mill salespaperboard production of CRB, CUKunbleached, bleached and SBSrecycled paperboard was consumed internally.

The Company converts CRB, CUKrecycled, unbleached and SBS,bleached paperboard, as well as other grades of paperboard, into cartons, containers and containersother packaging for consumer goods products at converting plantspackaging facilities the Company operates in various locations globally, including a converting plantpackaging facility associated with the Company's joint venture in Japan, contract converters and at licensees outside the United States ("U.S."). The converting plantspackaging facilities print, cut, fold and glue paperboard into cartons and containers designed to meet customer specifications.

The Company through its GPIL subsidiary, is a party to a Japanese joint venture, Rengo Riverwood Packaging, Ltd., in which it holds a 50% ownership interest. The joint venture agreement covers CUKunbleached paperboard supply, use of proprietary carton designs and marketing and distribution of packaging systems.

The Company markets its products principally to multinational beverage, food, Quick-Service Restaurants ("QSR"),quick-service restaurants, health/beauty and other well-recognized consumer productproducts companies. The beverage companies include Anheuser-Busch, Inc., MillerCoors LLC, PepsiCo, Inc. and The Coca-Cola Company, among others. Consumer product customers include Kraft Heinz Company, General Mills, Inc., Nestlé USA, Inc., WK Kellogg Company,Co, Kellanova and Kimberly-Clark Corporation, among others. Quick-Service Restaurants ("QSR")Quick-service restaurant customers include ChickFil-A,Chick-fil-A, McDonald's, Wendy's, Panda Express, Dairy Queen, Chipotle, Panera and KFC and health/KFC. Health/beauty customers include GlaxoSmithKline, Bayer, Johnson & Johnson, Abbott, Novartis, L’Oréal S.A., Proctor and& Gamble, and Colgate. The Company also sells paperboard in the open market to independent and integrated paperboard converters.packaging producers.

Sales of the Company’s principal products isare primarily accomplished through sales offices in the U.S., Australia, Brazil, China, France, Germany, Italy, Japan, Mexico, Spain, the Netherlands and the United Kingdom, and, to a lesser degree, through broker arrangements with third parties.

During 2021, 20202023, 2022 and 2019,2021, the Company did not have any one customer that represented 10% or more of its net sales.

Although a relatively small number of large competitors hold a significant portion of the paperboard packaging market, the Company’s business is subject to strong competition. The Company and WestRock Company ("WestRock") are the two major CUKunbleached paperboard producers in the U.S. Internationally, The Klabin Company in Brazil and Stora Enso in Sweden produce similar grades of paperboard.

In non-beverage consumer packaging and foodservice, the Company’s paperboard competes with WestRock's CUK,packaging utilizing unbleached paperboard, as well as CRBrecycled and SBSbleached paperboard from numerous competitors, and, internationally, folding boxboard and white-lined chip. There are a large number of producers in the paperboard markets. Suppliers of paperboard packaging compete primarilywith paperboard and plastic packagers as well as other primary and secondary packaging on the basis of price, strength and printability of their paperboard,packaging materials, quality and customer service.

In beverage packaging, cartons made from CUKunbleached paperboard compete with substitutes such as plastics and corrugated packaging for packaging glass or plastic bottles, cans and other primary containers. Although plastics and corrugated packaging may be priced lower than CUK,unbleached paperboard, the Company believes that cartonspackaging made from CUK offerunbleached paperboard offers advantages over these materials in areas such as recyclability (versus plastic alternatives), design flexibility, distribution, brand awareness, carton designs, package performance and package line speed, sustainability (particularly recyclability) and design flexibility.speed.

The paperboard packaging produced by the Company comes fromCompany's main raw materials are pine and hardwood trees and recycled fibers. Pine pulpwood, hardwood pulp, paper and recycled fibers (including DLK, OCC and ONP) and energy used in the manufacture of paperboard, as well as poly sheeting, plastic resins and various chemicals used in the coating of paperboard, represent the largest components of the Company’s variable costs of paperboard production.production (other than labor).

For the West Monroe, LA, Macon, GA,Georgia, Texarkana, TX,Texas, and Augusta, GA mills,Georgia paperboard manufacturing facilities, the Company relies on private landowners and the open market for all of its pine and hardwood pulp and recycled fiber requirements, supplemented by clippings that are obtained from its convertingpackaging operations. The Company follows a due diligence process to ensure virgin fiber inputs are sourced from sustainaby managed forests and do not contribute to deforestation or habitat loss for ecosystems with high conservation value. The Company believes that adequate supplies from both private landowners and open market fiber sellers currently are available in close proximity to its paperboard manufacturing facilities to meet its fiber needs at these mills.raw material needs.

The paperboard grades produced at the Kalamazoo, MI, Battle Creek, MI,Michigan, Middletown, OH,Ohio, Tama, Iowa, and East Angus, Quebec millspaperboard manufacturing facilities are made from 100% recycled fiber. The Company procures its recycled fiber from external suppliers and internal convertingpackaging operations. The market price of each of the various recycled fiber grades fluctuates with supply and demand. The Company’s internal recycled fiber procurement function enables the Company to pay lower prices for its recycled fiber needs given the Company’s highly fragmented supplier base. The Company believes there are adequate supplies of recycled fiber to serve its mills.paperboard manufacturing facilities.

In North America, the Company also convertsutilizes a variety of other paperboard grades in its packaging operations, in addition to paperboard that is supplied to its convertingpackaging operations from its own mills.paperboard manufacturing facilities. The Company purchases such paperboard requirements, including additional CRBrecycled and SBS,bleached paperboard, from outside vendors. The majority of external paperboard purchases are acquired through long-term arrangements with other major industry suppliers. The Company's European converting plantspackaging operations consume CUKunbleached paperboard supplied from the Company's millspaperboard manufacturing facilities and also convertutilize other paperboard grades such as white-lined chip and folding box board purchased from external suppliers.suppliers in its packaging facilities.

The Company’s net sales, income from operations and cash flows from operations are subject to moderate seasonality, with demand usually increasing in the late spring through early fall due to increases in demand for beverage and food products.

The Company’s research and development team works directly with its sales, marketing and consumer insights personnel to understand long-term consumer and retailer trends and create relevant new packaging. These innovative solutions provide customers with differentiated packaging to meet consumer preferences. The Company’s development efforts include, but are not limited to, developing sustainable consumer packaging made from renewable resources, packaging alternatives to replace plastic packaging,packaging; extending the shelf life of customers’ products; reducing production and waste costs; enhancing the heat-managing characteristics of food packaging; improving the sturdiness and compression strength of packaging to allow goods to ship in their own branded container and to meet store display needs; and refining packaging appearance through new printing techniques and materials.

SustainabilityConsumer concerns regarding the growing plastic packaging waste problem represents one of the strongest trends in the packaging industry, and the Company focuses on developing fiber-basedinnovative, sustainable consumer packaging solutions that are more recyclable and help customers achieve their packaging sustainability goals. The Company’s strategy is to combine functionality innovation ofand innovative packaging design with a focus on packaging end of life to create more circular packaging solutions for customers and consumers.

As of December 31, 2021,2023, the Company had a large patent portfolio, presently owning, controlling or holding rights to more than 2,7002,900 U.S. and foreign patents, with more than 600850 U.S. and foreign patent applications currently pending. The Company’s patent portfolio consists primarily of patents relating to packaging machinery, manufacturing methods, structural carton designs, active microwave packaging technology and barrier protection packaging. These patents and processes are significant to the Company’s operations and are supported by trademarks such as Boardio™, Fridge Vendor™, IntegraPak™, KeelClip™, MicroFlex-Q™, MicroRite™, Quilt Wave™, Qwik Crisp™, Tite-Pak™, and Z-Flute™. The Company takes significant steps to protect its intellectual property and proprietary rights.

We believe that the Company’s greatest asset is our workforce. Solving day-to-day operational and business challenges in order to drive positive results for stakeholders requires attracting, developing, and retaining talented individuals with different skills, ideas, and experiences. Our Vision 20252030 outlines how we will be better stewardsleaders in innovation, build a world-class culture, protect our planet, and deliver results for all of our planet, supporters of our people, and allies to our partners, all while generating returns for our stakeholders. Our employees play a crucial role in achieving our Vision 2025 and are guided by our shared values and growth behaviors.

We are enhancing the capabilities of our workforce as our business and strategy evolve. We have invested in innovation, research and development, and digital capabilities to position us to capture organic sales growth supported by consumer preferences for low impact, recyclable packaging. As our people. Webusiness continues to evolve, we will continue to invest in capability development areas that serve as a competitive advantage for the Company such as GPI University, which launched in 2021 and serves as a platform for all employees to access relevant training and development resources on topics related to technical skills and leadership effectiveness. Also, central to capability development and talent management is challenging our team with new experiences that will enhance their leadership skills and technical capabilities. We will also continuously improve our processes and use technology to promote safety, automate our manufacturing processes, and achieve greater efficiencies utilizing processes such as Lean Six Sigma.

As of December 31, 2021,2023, the Company had approximately 25,00023,500 employees worldwide based in 130122 locations in 26 different countries around the world. Approximately 69%68% of our employees are in the United StatesAmericas and 31%32% are in Europe and the rest of the world. Worldwide, approximately 32%Approximately 58% of our employees were represented by labor unions and covered by collective bargaining agreements or covered by works councils in Europe. As of December 31, 2021, 5412023, 550 of the Company’s employees were working under expired contracts, which are currently being negotiated, and none1,015 were covered under collective bargaining agreements that expire within one year. The Company considers its employee relations to be satisfactory.

Maintaining a safe work environment is vital to the Company, and we are committed to the health, safety and wellness of our employees. Our RecordedTotal Recordable Incident Rate, which is the annual rate of workplace injuries per 100 full-time employees, is approximately 1.18, and we work to maintain a safety1.0, reflecting better performance rating that outperformsthan the industry average. We seekstrive to achieve an injury-free workplace through various safety initiatives and programs.programs, and our Vision 2030 goal is zero life injuries.

We believe that a diverse and inclusive working environment encourages creativity, innovation, and collaboration and that a diverse and inclusive culture propels our ability to serve our global customers and communities. Our commitment to diversity and inclusion is reflected in the definitions of our core values, which dictate our behavioral norms. In Vision 2030, we have set a goal of 40% ethnic diversity in our U.S. workforce, roughly equal to the diversity in the U.S. population as a whole. We are also committed to increasing women in leadership roles across the organization. At present, approximately one quarter of our senior leaders are women, and our target in Vision 2030 is to reach at least 35%.

The Compensation and Management Development Committee of our Board of Directors annually reviews the processes and practices related to workforce diversity and inclusion programs to ensure continued equitable treatment of all employees and a culture of inclusion. Our goal moving forward is to not only mirror the diversity of the communities where we operate, but also to excel in unlocking the potential that a diverse workforce can generate.

Building connections between our employees, their families, and our communities creates a more meaningful, fulfilling and enjoyable workplace. Our employees around the world dedicate their time and talents to improve the communities in which we live and work. Driven by our core values, making a difference for our customers, our consumers, and our community is at the root of our community engagement strategy. The Company focuses on three pillars that guide the strategy for our community service activities and philanthropic commitments: (1) putting food on the table, (2) preserving the environment, and (3) investing in education.

Climate change is an important global issue that presents both challenges and opportunities for the Company and its communities. Climate change challenges for the Company are likely to be driven by changes in the physical climate where our facilities are located, as well as changes in laws and regulations, including restrictions on greenhouse gas (GHG)(“GHG”) emissions, cap and trade systems, and taxes on GHG emissions, fuel, and energy. Climate change also presents opportunities for the Company as it drives growth in demand for lower-carbon footprint products and manufacturing technologies. We believe the Company is well-positioned to take advantage of opportunities that may arise from increased consumer demand for and/or legislation mandating or incentivizing the use of products and technologies necessary to achieve a lower-carbon, lower-waste economy. Our costs of complying with complex environmental laws and regulations, as well as voluntary certification and disclosure programs, are significant and will continue to be significant for the foreseeable future. These laws and regulations and stakeholder driven voluntary certification and disclosure programs could become more stringent over time, which could result in significant additional compliance costs. Additionally, significant national or state differences in the imposition and enforcement of such laws and regulations could present competitive challenges in a global marketplace. By tracking and taking action to reduce our GHG emissions and energy use through efficiency programs and focused GHG management efforts, we can decrease the potential future impact of these regulatory matters.

The Company’s Core Values underpin our commitment to our stakeholders and our strategy to deliver sustainable, recyclable packaging solutions. Our Vision 20252030 plan outlines our planstargets for how we will growprotecting the Companyenvironment and the returns we expectinclude: achieving our approved 2032 Science Based Targets for Scope 1, 2, and 3 GHG emissions reductions; achieving 90% renewable fuel use in wood fiber paperboard manufacturing facilities; raising our purchased renewable electricity percentage to generate, all while prioritizing50%; and focusing onensuring that 100% of our people and the planet. These goals are designed to position us for sustainably-achieved, long-term earnings growth.purchased forest products come from sustainably managed sources.

The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers like the Company that file electronically with the SEC at http://www.SEC.gov.

Our operations and financial results could be affected by various risks, many of which are beyond our control. The following risks could affect (and in some cases have affected) the Company's actual results and could cause such results to differ materially from current estimates or expectations:

Increases in the costs of raw materials, including secondary fiber, petroleum-based materials, energy, wood, transportation and other necessary goods and services, could have an adverse effect on the Company's financial results. PaperPaperboard manufacturing processes require significant energy and raw materials, the costs of which are subject to worldwide supply and demand factors, supply chain disruptions that can affect availability and result in increased prices, as well as trade regulations and tariffs.tariffs, GHG emissions-based regulations, and other factors beyond our control. Variations in the cost of energy, which primarily reflect market prices for oil and natural gas, and for raw materials may significantly affect our operating results from period to period. Because negotiated sales contracts and the market largely determine the pricing for itsour 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.

The Company uses productivity improvements and other initiatives to reduce costs, offset inflation and maintain adequate raw material supplies. These actions include global continuous improvement initiatives that use best-in-class industry methodologies and statistical process control to help design and manage many types of activities, including planning, procurement, production and maintenance. These efforts result not only in cost reductions, but also build resilience in the overall supply chain. The Company's ability to realize anticipated savings from these improvements is subject to significant operational, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control. If the Company cannot successfully implement 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.

The Company competes with other paperboard manufacturers and carton converters,consumer packaging companies, both domestically and internationally.internationally, including paperboard packaging producers. The Company's products compete with those made from other manufacturers' CUK,paperboard, as well as SBS and CRB, and other board substrates. Substitute products includeconsumer packaging made primarily from plastic, shrink film, paper, corrugated containers, biobased materials and other packaging options.materials. Product substitution may occur in response to price, quality and service issues, as well as environmental and social concerns, such as pressure to reduce packaging waste by switching to reusable containers versus single-use packaging options.the use of recycled post-consumer plastic and biobased materials in the production process.

In addition, to the extent the Company’s operations are subject to labor, safety and climate change regulations and requirements not stringently imposed in the states and countries in which our competitors operate, our competitors could gain cost or other competitive advantages. 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 such contracts on favorable terms or at all. The Company works to maintain market share through efficiency, product innovations and strategic sourcing to its customers; however pricing and other competitive pressures, such as providing the lowest-carbon footprint packaging solution or delivering on GHG emissions reduction targets, may occasionally result in the loss of a customer relationship.

Although the Company takes appropriate measures to minimize the risk and effect of material disruptions to the business conducted at our facilities, natural disasters such as hurricanes, tornadoes, heat waves, freezing events, floods, droughts, fire and other extreme weather events, (all of which may be adversely impactedexacerbated by global events outside the Company’s control,climate change), as well as other unexpected disruptions such as the current COVID-19 pandemicunavailability of critical raw materials, power outages and areasequipment breakdowns or failures can reduce production and increase manufacturing costs. These types of political unrest.

The Company has made a significant number of acquisitions in recent years, includingPreparedness plans have been developed for vulnerable facilities and detail the AR Packaging acquisition and the NACP Combination, and expects to make additional strategic acquisitionsactions needed in the futureevent of unforeseen events or severe weather. We also obtain insurance coverage to mitigate losses from physical damages and business interruptions. These measures have historically been in place and such activities and associated costs are driven by normal operational preparedness. However, there can be no assurance that such measures will be effective for a particular event that we may experience.

In addition to the possible disruptions to our facilities' production as partdiscussed above, because approximately 62% of its overall growth strategy. Thethe Company's ability to continue to make strategic acquisitionsemployees are represented by unions, the Company could experience disruptions such as work slowdowns or strikes from time to time and to integrate the acquired businesses successfully, including obtaining anticipated cost savings or synergies and expected operating results within a reasonable period of time, is an important factor in the Company's future growth.time. If the Company is unable to properly estimate, account for and realizeprevent prolonged interruptions of the expected revenue and cash flow growth andCompany's operations at any of its' facilities due to slowdowns, strikes or other benefits from its acquisitions,work interruptions, the Company may be requiredexperience a negative impact to spend additional time or money on integration efforts that would otherwise have been spent on the development and expansion of its business.its' financial results.

The Company’s information technology systems, some of which are dependent on services provided by third parties, serve an important role in the operation of the business. These systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, computer viruses or cyber-based attacks. The Company has contingency plans in place to prevent or mitigate the impact of these events, however, if they are not effective on a timely basis, business interruptions could occur which may adversely impact results of operations.

The Company has been, and likely will continue to be, subject to computer hacking, acts of vandalism or theft, malware, ransomware, computer viruses or other malicious codes, phishing, employee error or malfeasance catastrophes, unforeseen events or other cyber-attacks.cyber-attack. To date, the Company has seenexperienced no material impact on our business or operations from these types of attacks or events. Any future significant compromise or breach of data security, whether external or internal, or misuse of customer, associate,employee, supplier or Company data, could result in significant costs, interrupted operations, lost sales, fines, lawsuits, and damage to the Company's reputation. However, theThese ever-evolving threats mean the Company and its third-party service providers and vendors must continually evaluate and adapt their respective systems and processes and overall security environment, as well as those of any companies acquired.business we acquire. There is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data.data and insurance may not fully cover the costs of cyber incidents. In addition, the regulatory environment related to information security, data collection and use, and privacy is becoming increasingly rigorous, with new and constantly changing requirements applicable to the Company's business. Compliance with such requirements could also result in additional costs.

AlthoughAs a result of events, such as pandemics or other global health emergencies and widespread military and geopolitical conflicts and other social and political unrest in Eastern Europe, Africa and the Company takes appropriate measures to minimize the risk and effect of materialMiddle East, there could be unpredictable disruptions to the business conducted atCompany’s operations that could limit production, reduce its future revenues and negatively impact the Company’s financial condition. These events may result in supply chain and transportation disruptions to and from our facilities natural disasters such as hurricanes, tornadoes and othercould impact the Company’s ability to operate its facilities and distribute products to its customers in a timely or cost-effective fashion. In addition, these events may result in extreme weather events, floods, droughtsvolatility and fires, all of which may be exacerbated by climate change,disruptions in the capital and credit markets as well as other unexpected disruptions such aswidespread furloughs and layoffs for workers in the unavailabilitybroader economy. This volatility and loss of critical raw materials, power outages and equipment breakdowns or failures can reduce production and increase manufacturing costs. These types of disruptions, whether caused by climate change or other events, could materially adversely affect our earnings, depending upon the duration of the disruption and our ability to shift business to other facilities or find other sources of materials or energy. In addition, given the Company's integrated supply chain, managing board supply and properly planning for mill outages and downtime must be integrated with the converting plants’ forecasts. Any inability to do soemployment may negatively impact consumer buying habits, which could adversely affect the Company'sCompany’s financial results. Any losses due

The Company has made a significant number of acquisitions throughout its history and insurance coverageexpects to make additional acquisitions in the future. The Company's ability to integrate the acquired businesses successfully, including obtaining anticipated cost savings or synergies and expected operating results within a reasonable period of time, is an important factor in the Company's future performance. If the Company is unable to realize desired benefits from its acquisitions, the Company may be subjectrequired to significant deductibles. The premiums for insurance coveragespend additional time or money on integration efforts that would otherwise have recently increasedbeen spent on the development and may continue to increase, along with the levelexpansion of deductibles. In addition, the availability of some insurance coverage may decline due to insurance company losses from extensive property damage caused by natural disasters and increased cyber security breaches.its core business.

The Company works to increase market share and profitability through product innovation and the introduction of new products. The inability to develop new or better products that satisfy customer and consumer preferences in a timely manner may impact the Company's competitive position. The Company's future success and competitive position also depends, in part, upon its ability to obtain and maintain protection for certain proprietary carton and packaging machine technologies used in its value-added products, particularly those incorporating the Fridge Vendor, IntegraPak, KeelClip, MicroFlex-Q, MicroRite, Opti-Cycle, PaperSeal Slice and PaperSeal Wedge, PaperSeal Shapes, Boardio, Produce Pack, Quilt Wave, Qwik Crisp, Tite-Pak, and Z-Flute technologies. Failure to protect the Company's existing intellectual property rights may result in the loss of valuable technologies or may require itthe Company to license other companies' intellectual property rights. It is possible that any of the patents owned by the Company may be invalidated, rendered unenforceable, circumvented, challenged or licensed to others or any of its pending or future patent applications may not be issued within the scope of the claims sought by the Company, if at all. Further, others may develop technologies that are similar or superior to the Company's technologies, duplicate its technologies or design around its patents, and steps taken by the Company to protect its technologies may not prevent misappropriation of such technologies.

The Company invests significant amounts of cash each year on capital projects, which have expected returns to the Company. The Company's ability to execute on these projects in order to achieve planned outcomes, including obtaining expected returns and strategic long-term goals within a reasonable period of time, is an important factor in the Company's financial results and commitments to the market. As these investments start up, the Company may experience unanticipated business disruptions and not achieve the desired benefits or timelines. In addition, the Company's acquisitions may require more capital than expected to achieve synergies or expected operating results. Additional spending and unachieved benefits may adversely affect the Company's cash flow and results of operations.

The Company's ability to maintain or expand its business depends on attracting, trainingour ability to attract, develop and retainingretain a skilled workforce.workforce at all levels within our organization, including production employees and key managers. Changing demographics and workforce trends may result in a loss of knowledge and skills as experienced workers retire or resign. The Company may incur higher costs to hire and retain new workers, and the failure to attract and retain sufficient skilled workers may result in operational inefficiencies or require additional capital investments to reduce reliance on labor, which may adversely impact the Company's results.

The Company has converting plantspackaging facilities and one paper millpaperboard manufacturing facility in 1820 countries outside of the U.S. and sells its products worldwide. For 2021,2023, before intercompany eliminations, net sales from operations outside of the U.S. represented approximately 23%30% of the Company’s net sales. The Company’s revenues from foreign sales fluctuate with changes in foreign currency exchange rates. In addition, at December 31, 2023, approximately 27% of the Company's total assets were denominated in currencies other than the U.S. dollar. The Company pursues a currency hedging program in order to reduce the impact of foreign currency exchange fluctuations on financial results. In addition, at December 31, 2021, approximately 30% of the Company's total assets were denominated in currencies other than the U.S. dollar.

The Company is also subject to the following significant risks associated with operating in foreign countries:

As of December 31, 2021, theThe Company had an aggregate principal amount of $5,831$5,396 million of outstanding debt.debt as of December 31, 2023.

Because of the Company's debt level, a portion of its cash flows from operations is dedicated to payments on indebtedness and the Company's ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be restricted in the future.

Additionally, the Company’sCompany's Fourth Amended and Restated Credit Agreement (as amended, the “Current Credit Agreement”) and the indentures governing the 4.875% Senior Notes due 2022, 0.821% Senior Notes due 2024, 4.125% Senior Notes due 2024, 1.512% Senior Notes due 2026, 4.75% Senior Notes due 2027, 3.50% Senior Notes due 2028, 3.50% Senior Notes due 2029, 2.625% Senior Notes due 2029 and 3.75% Senior Notes due 2030 (the “Indentures”), limit the Company's ability to incur additional indebtedness. Additional covenants contained in the Current Credit Agreement and the Indentures may, prohibit or restrict, among other things, restrict the disposalability 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 incurrenceIndentures, 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 additional indebtedness (including guarantees), the incurrence of liens, payment of dividends, share repurchases, the making of acquisitions and other investments and certain other types of transactions.business opportunities. These restrictions could limit the Company’sCompany's flexibility to respond to changing market conditions and competitive pressures. The debt obligations and 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.

The Company is subject tomust comply with a broad rangewide variety of foreign, federal, state and local environmental, health and safety laws and regulations, including those governing GHG emissions and other discharges to air, soil and water and the management, treatment and disposal of hazardous substances, the investigation and remediation of contamination resulting from releases of hazardous substances, waste disposal, recycling of packaging, extended producer responsibilities, deforestation risks, and the health and safety of employees. These laws and regulations, particularly those that relate to GHG emissions, are evolving and expected to become more stringent over time, which could result in significant additional compliance costs (such as the installation or modification of emission control equipment), increased costs of purchased energy or other raw materials, increased transportation costs, restrictions on our operations, or additional costs associated with air and water emissions. The Company is tracking and taking actions to reduce our GHG and other air and water emissions to decrease the potential future impact of these regulatory matters. However, the Company cannot currently assess the impact that future emission standards, climate control initiatives, regulation changes and enforcement practices will have on the Company's operations and capital expenditure requirements.

The Company leases its principal executive offices in Atlanta, GA.Georgia.

A listing of the principal properties owned or leased and operated by the Company is set forth below. The Company’s buildings are adequate and suitable for the business of the Company and have sufficient capacity to meet current requirements. The Company also leases certain smaller facilities, warehouses and office space throughout the U.S. and in foreign countries from time to time.

Not Applicable.

Pursuant to General Instruction G.(3) of Form 10-K, the following list is included as an unnumbered item in Part I of this Report in lieu of being included in the definitive proxy statement that will be filed within 120 days after December 31, 2021.2023.

Mr. Doss serves on the Board of Directors for the American Forest & Paper Association, the Sustainable Forest Initiative, the Paper Recycling Coalition, the Atlanta Area Council of the Boy Scouts of America, Sealed Air Corporation, Metro Atlanta Chamber of Commerce, and the Woodruff Arts Center.Art Center, American Bird Conservancy and Regal Rexnord Corporation (RRX).

GPHC’s common stock is traded on the New York Stock Exchange under the symbol “GPK.”

On February 7, 2022,20, 2024, there were approximately 989911 stockholders of record and approximately 54,788126,193 beneficial holders of GPHC's common stock.

During 20212023, 2022 and 2020,2021, GPHC paid cash dividends of$87 $123 million, $92 million and $85$87 million, respectively. Though the decision to distribute cash dividends rests solely with the Board of Directors, the Company presently intends to maintain a quarterly cash dividend, subject to earnings and liquidity considerations.

On January 28, 2019, the Company's board of directors authorized a share repurchase program to allow the Company to purchase up to $500 million of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the “2019 share repurchase program”).

On July 27, 2023, the Company's board of directors authorized an additional share repurchase program to allow the Company to purchase up to $500 million of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the "2019“2023 share repurchase program"program”). The previous $250As of December 31, 2023, the Company had $565 million available for additional repurchases under the 2023 and 2019 share repurchase program was authorized on January 10, 2017 (the "2017 share repurchase program").programs.

Share repurchases are reflected as a reduction of common stock for the par value of the shares, with any excess of share repurchase price over par value allocated between capital in excess of par value and accumulated deficit.

The following graph compares the total returns (assuming reinvestment of dividends) of the common stock of Graphic Packaging Holding Company, the Standard & Poor’s (“S&P”) 500 Stock Index and the Dow Jones (“DJ”) U.S. Container & Packaging Index. The graph assumes $100 invested on December 31, 20162018 in GPHC’s common stock and each of the indices. The stock price performance on the following graph is not necessarily indicative of future stock price performance.

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:

A detailed discussion of the fiscal 20212023 year-over-year changes can be found below and a detailed discussion of fiscal 20202022 year-over-year changes can be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2022.

The Company’s objective is to strengthen its position as a leading provider of sustainable fiber-based consumer packaging solutions.made from renewable resources. To achieve this objective, the Company offers customers itsdesigns and delivers sustainable packaging solutions such as cartons, carriers, paperboard cartons,canisters, cups and lids foodservice containers and packaging machines, either as an integrated solution or separately. Cartons, carriers and containers are designed to protect and hold products. Productpreferred by consumers. Packaging offerings include a variety of laminated, coated and printed packaging structures that are produced from the Company’s coated recycled, paperboard ("CRB"), coatedbleached and unbleached kraft paperboard ("CUK") and solid bleached sulfate paperboard ("SBS").paperboard. Innovative designs and combinations of paperboard, films, foils, metallization, holographicsholographic 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 millspaperboard manufacturing and folding carton assets;packaging facilities; (iii) to develop and market innovative, sustainablepackaging products and applications that benefit from consumer-led sustainability trends; 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.

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 theits 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.

In addition, the Company’s sales are driven by consumer buying habits in the markets its customers serve. Recently, theThe Company has seenhistorically reported net organic sales growth drivensupported by its introduction of new packaging products to meet the consumers' desire for recyclable, sustainable consumer packaging solutions and increased at home consumption.solutions. 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 productscan also impact its sales.

The debt and the restrictions under the Current 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.

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 consolidatedConsolidated basis:

The Company's Net Sales in 2021 increased2023 decreased by $596$12 million or 9%0.1%, to $7,156$9,428 million from $6,560$9,440 million for the same period in 2020,2022, due to Net Sales of $344 million from the AR Packaging, Americraft, Greif, and Quad acquisitions, higher pricing,lower organic sales growth includingand lower volumes of open market sales. Such decrease was partially offset by higher pricing, new product introductions, and conversions to our paperboard packaging solutions, and favorable foreign exchange, primarily the Euro, Mexican Peso, and British Pound, partially offset by lower open market volume of our paperboard. Favorable foreign currency exchange rates were primarily due to the British Pound, Canadian Dollar Euro, and Australian Dollar.Dollar and the acquisition of Bell in September 2023. Core convertingpackaging volumes were up, primarilylower in global beverage, cereal, dry foods, frozen foods, dairy, convenience, and foodservice packaging, including cups,healthcare, partially offset by declineshigher packaging volumes in dry foodsfoodservice, tissue and cereal.beauty.

Inflation in 20212023 increased due to higher labor and benefits ($96 million), other costs, net ($73 million) and commodity inflation costs ($3306 million), labor and benefits ($47 million),. Other costs, net include manufacturing supplies, property taxes, worker's compensation costs and other costs, net ($9 million).insurance costs. Commodity inflation was primarily due to external board ($50 million), mill chemicals ($9138 million), factoring ($36 million), converting chemicals ($7 million) and other costs ($15 million), offset by secondary fiber ($55 million), energy ($40 million), freight ($75 million), secondary fiber ($51 million), energy ($38 million), external board ($34 million), wood ($2827 million), and other costswood ($1318 million).

Interest Expense, Net decreased by $6was $239 million to $123and $197 million in 2021 from $129 million in 2020.2023 and 2022, respectively. Interest Expense, Net decreasedincreased due to lowerhigher interest rates partially offset byand higher debt balances as compared to prior year.balances. As of December 31, 2021,2023, approximately 31%20% of the Company’s total debt was subject to floating interest rates.

During 2021,2023 and 2022, the Company recognized Income Tax Expense of $74$210 million and $194 million, on Income before Income Taxes of $932 million and Equity Income of Unconsolidated Entity of $289 million. During 2020, the Company recognized Income Tax Expense of $42$716 million, on Income before Income Taxes and Equity Income of Unconsolidated Entity of $244 million.respectively.

The effective tax rate for 2021 is2023 was different from the statutory rate primarily due to a decrease in the Company’s valuation allowances in Sweden, Norway and the Netherlands of $22 million, the establishment of a valuation allowance against the net deferred tax effectassets in Nigeria of income attributable to noncontrolling interests$3 million, as well as tax benefits of $22 million related to U.S. federal, state and foreign income tax credits.

The effective tax rate for 2022 was different from the statutory rate primarily due to impairment charges from the planned sale of the Company’s Russian business that resulted in no corresponding tax benefit in addition to the mix of earnings between foreign and domestic jurisdictions. In addition, during 2021, thejurisdictions, including those with and without valuation allowances. The Company recorded discretealso recognized $10 million of tax expense to recognizerelease the tax rate increasesexpense remaining in Other Comprehensive Income after the United Kingdom and to recognizesettlement of certain swaps during the effects of the Tax Cuts and Jobs Act on executive compensation as a result of IP’s exit from the partnership. The effective tax rate in 2021 is higher thanperiod, which increased the effective tax rate in 2020 primarily due to these discrete tax items as compared to 2020.

Equity Income of Unconsolidated Entity was $1 million in 20212023 and less than $1 million in 20202022 and is related to the Company’s equity investment through its GPIL subsidiary, in the Rengo Riverwood Packaging, Ltd. joint venture.

The Company allocates certain millpaperboard manufacturing 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.

Net Sales increased from prior yeardecreased due to higher selling prices and mixlower open market volume, partially offset by higher pricing.

Net Sales increased due to acquisitions including Americraft in Q3 2021 and Greif in Q2 2020, higher pricing organic sales growth includingand new product introductions driven by conversions to our paperboardsustainable consumer packaging solutions new product introductions, and favorable foreign currency exchange rates. Higher volumes primarilythe acquisition of Bell in foodservice packaging including cups, beverage markets, dairy products and bakery wereSeptember 2023, partially offset by lower organic sales. Lower packaging volumes in beverage, cereal, dry foods, cereal, tissue,frozen foods, and frozen pizza.dairy were partially offset by higher packaging volumes in foodservice and tissue. In beverage, packaging volumes increaseddecreased in all categories including craft and specialty, big beer, craft beer, specialty beverages and soft drinks.

Net Sales increased due to the acquisition of AR Packaging on November 1, 2021 as well as higher prices, increased volumes ledpricing, mix, new product introductions driven by beverage and convenience,conversions to our sustainable consumer packaging solutions and favorable foreign currency exchange, ratespartially offset by unfavorable mix.lower organic sales in beverage, convenience, healthcare and food partially offset by higher volumes in foodservice and beauty.

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.

The Company's liquidity needs arise primarily fromCompany expects its material cash requirements for the funding of itsnext twelve months will be for: capital expenditures, periodic required income tax payments, periodic interest and debt service payments on its indebtedness,associated debt (as discussed in Note 5), lease agreements which have fixed lease payment obligations (as discussed in Note 6), and minimum purchase commitments (as discussed in Note 13) along with ongoing operating costs, working capital, share repurchases and dividend payments. The Company expects its primary sources of liquidity to be cash flows from sales and operating activities in the normal course of operations and availability from its revolving credit facilities, as needed. The Company expects that these sources will be sufficient to fund our ongoing cash requirements for the foreseeable future, including at least the next twelve months.

Principal and interest payments under the term loan facilities and the revolving credit facilities, together with principal and interest payments on the Company's 4.875% Senior Notes due 2022, 0.821% Senior Notes due 2024, 4.125% Senior Notes due 2024, 1.512% Senior Notes due 2026, 4.75% Senior Notes due 2027, 3.50% Senior Notes due 2028, 3.50% Senior Notes due 2029, 2.625% Senior Notes due 2029 and 3.75% Senior Notes due 2030 (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, 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.

Accounts receivable are stated at the amount owed by the customer, net of an allowance for estimated uncollectible accounts, returns and allowances, and cash discounts. The allowance for doubtful accounts is estimated based on historical experience, current economic conditions and the creditworthiness of customers. Receivables are charged to the allowance when determined to be no longer collectible.

Net cash provided by operating activities in 20212023 totaled $609$1,144 million, compared to $825$1,090 million in 2020.2022. The decreasefavorable increase was primarilymainly due to an increase in income from operations, offset by higher inventory balances due to inflation and lower other accrued liabilities balances.levels of working capital. Pension contributions in 20212023 and 20202022 were $33$15 million and $19$24 million, respectively. In the first quarter of 2021,2022, the Company made a $14$6 million contribution to its remaining U.S. defined benefit plan by effectively utilizing a portion of the excess balance related to the terminatedits U.S. defined benefit plan.plan terminated in 2020.