Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 23, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GRAPHIC PACKAGING HOLDING CO | |
Entity Central Index Key | 1,408,075 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 310,284,165 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net Sales | $ 1,476 | $ 1,061.5 |
Cost of Sales | 1,253.5 | 889.6 |
Selling, General and Administrative | 121.3 | 91.9 |
Other Expense (Income), Net | 0.9 | (0.2) |
Business Combinations and Shutdown and Other Special Charges, Net | 26.3 | 8.6 |
Income from Operations | 74 | 71.6 |
Nonoperating Pension and Postretirement Benefit Income | 4.2 | 3.9 |
Interest Expense, Net | (28.8) | (21.3) |
Loss on Modification or Extinguishment of Debt | (1.9) | 0 |
Income before Income Taxes and Equity Income of Unconsolidated Entity | 47.5 | 54.2 |
Income Tax Expense | (5.1) | (17.6) |
Income before Equity Income of Unconsolidated Entity | 42.4 | 36.6 |
Equity Income of Unconsolidated Entity | 0.3 | 0.4 |
Net Income | 42.7 | 37 |
Net Income Attributable to Noncontrolling Interest | (12.8) | 0 |
Net Income Attributable to Graphic Packaging Holding Company | $ 29.9 | $ 37 |
Net Income Per Share Attributable to Graphic Packaging Holding Company — Basic (in dollars per share) | $ 0.10 | $ 0.12 |
Net Income Per Share Attributable to Graphic Packaging Holding Company — Diluted (in dollars per share) | 0.10 | 0.12 |
Cash dividends declared (in dollars per share) | $ 0.075 | $ 0.075 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Graphic Packaging Holding Company | ||
Net Income Attributable to Graphic Packaging Holding Company | $ 29.9 | $ 37 |
Other Comprehensive (Loss) Income, Net of Tax: | ||
Derivative Instruments | (0.6) | (1.9) |
Pension and Postretirement Benefit Plans | 0.5 | 0.7 |
Currency Translation Adjustment | 16 | 18.9 |
Total Other Comprehensive Income, Net of Tax | 15.9 | 17.7 |
Total Comprehensive Income | 45.8 | 54.7 |
Noncontrolling Interest | ||
Net Income | 9.9 | |
Other Comprehensive (Loss) Income, Net of Tax: | ||
Derivative Instruments | (0.2) | |
Pension and Postretirement Benefit Plans | 0.1 | |
Currency Translation Adjustment | 3.2 | |
Total Other Comprehensive Income, Net of Tax | 3.1 | |
Total Comprehensive Income | 13 | |
Redeemable Noncontrolling Interest | ||
Net Income | 2.9 | |
Other Comprehensive (Loss) Income, Net of Tax: | ||
Derivative Instruments | 0 | |
Pension and Postretirement Benefit Plans | 0.1 | |
Currency Translation Adjustment | 0.9 | |
Total Other Comprehensive Income, Net of Tax | 1 | |
Total Comprehensive Income | 3.9 | |
Total | ||
Net Income | 42.7 | $ 37 |
Other Comprehensive (Loss) Income, Net of Tax: | ||
Derivative Instruments | (0.8) | |
Pension and Postretirement Benefit Plans | 0.7 | |
Currency Translation Adjustment | 20.1 | |
Total Other Comprehensive Income, Net of Tax | 20 | |
Total Comprehensive Income | $ 62.7 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and Cash Equivalents | $ 52.5 | $ 67.4 |
Receivables, Net | 742.7 | 422.8 |
Inventories, Net | 964.4 | 634 |
Other Current Assets | 65.5 | 45.7 |
Total Current Assets | 1,825.1 | 1,169.9 |
Property, Plant and Equipment, Net | 3,104.1 | 1,867.2 |
Goodwill | 1,607.2 | 1,323 |
Intangible Assets, Net | 514.9 | 436.5 |
Other Assets | 79 | 66.4 |
Total Assets | 7,130.3 | 4,863 |
Current Liabilities: | ||
Short-Term Debt and Current Portion of Long-Term Debt | 55.6 | 61.3 |
Accounts Payable | 613.6 | 516.5 |
Compensation and Employee Benefits | 147 | 113.4 |
Other Accrued Liabilities | 187.1 | 160.2 |
Total Current Liabilities | 1,003.3 | 851.4 |
Long-Term Debt | 3,043.5 | 2,213.2 |
Deferred Income Tax Liabilities | 437.4 | 321.8 |
Accrued Pension and Postretirement Benefits | 78.1 | 80 |
Other Noncurrent Liabilities | 125.1 | 104.7 |
Redeemable Noncontrolling Interest | 285.1 | 0 |
SHAREHOLDERS’ EQUITY | ||
Preferred Stock, par value $.01 per share; 100,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common Stock, par value $.01 per share; 1,000,000,000 shares authorized; 310,279,527 and 309,715,624 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 3.1 | 3.1 |
Capital in Excess of Par Value | 2,077.8 | 1,683.6 |
Accumulated Deficit | (49.4) | (56) |
Accumulated Other Comprehensive Loss | (322.9) | (338.8) |
Total Graphic Packaging Holding Company Shareholders' Equity | 1,708.6 | 1,291.9 |
Noncontrolling Interest | 449.2 | 0 |
Total Equity | 2,157.8 | 1,291.9 |
Total Liabilities and Shareholders' Equity | $ 7,130.3 | $ 4,863 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 310,279,527 | 309,715,624 |
Common stock, shares outstanding (in shares) | 310,270,527 | 309,715,624 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 42.7 | $ 37 |
Non-cash Items Included in Net Income: | ||
Depreciation and Amortization | 109.8 | 75 |
Deferred Income Taxes | (3.1) | 11.9 |
Amount of Postretirement Expense Less Than Funding | (1.2) | (11.9) |
Other, Net | 7.4 | 4.1 |
Changes in Operating Assets and Liabilities | (345.7) | (207.8) |
Net Cash Used in Operating Activities | (190.1) | (91.7) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital Spending | (88.9) | (69.2) |
Packaging Machinery Spending | (3.2) | (6.9) |
Acquisition of Businesses, Net of Cash Acquired | (3.5) | 0 |
Beneficial Interest on Sold Receivables | 282.6 | 130.2 |
Beneficial Interest Obtained in Exchange for Proceeds | (138) | (10.1) |
Other, Net | (2.3) | (1.2) |
Net Cash Provided by (Used in) Investing Activities | 46.7 | 42.8 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of Common Stock | 0 | (40.1) |
Payments on Debt | (125) | (6.3) |
Borrowings under Revolving Credit Facilities | 610.9 | 310.1 |
Payments on Revolving Credit Facilities | (323.5) | (206.4) |
Repurchase of Common Stock related to Share-Based Payments | (4) | (10) |
Debt Issuance Costs | (7.9) | 0 |
Dividends Paid | (23.2) | (23.6) |
Other, Net | 0 | 2.2 |
Net Cash Provided by Financing Activities | 127.3 | 25.9 |
Effect of Exchange Rate Changes on Cash | 1.2 | 1.3 |
Net Decrease in Cash and Cash Equivalents | (14.9) | (21.7) |
Cash and Cash Equivalents at Beginning of Period | 67.4 | 59.1 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 52.5 | 37.4 |
Non-cash Investing Activities: | ||
Beneficial Interest Obtained in Exchange for Trade Receivables | 287.5 | 123.6 |
Non-cash Investment in NACP Combination | 1,235.7 | 0 |
Non-cash Investing Activities | 1,523.2 | 123.6 |
Non-cash Financing Activities: | ||
Non-cash Financing of NACP Combination | 660 | 0 |
Non-Cash Financing Activities | $ 660 | $ 0 |
General Information
General Information | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Information | GENERAL INFORMATION Nature of Business and Basis of Presentation 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 paper-based packaging solutions for a wide variety of products to food, beverage, foodservice and other consumer products companies. The Company operates on a global basis and is one of the largest producers of folding cartons in the United States ("U.S.") and holds leading market positions in coated unbleached kraft paperboard ("CUK"), coated-recycled paperboard ("CRB") and solid bleach sulfate paperboard ("SBS"). On January 1, 2018, GPHC, a Delaware corporation, International Paper Company, a New York corporation (“IP”), Graphic Packaging International Partners, LLC, a Delaware limited liability company formerly known as Gazelle Newco LLC and a wholly owned subsidiary of the Company (“GPIP”), and Graphic Packaging International, LLC, a Delaware limited liability company formerly known as Graphic Packaging International, Inc. and a wholly owned subsidiary of GPIP (“GPIL”), completed a series of transactions pursuant to an agreement dated October 23, 2017, among the foregoing parties (the “Transaction Agreement”). Pursuant to the Transaction Agreement (i) a wholly owned subsidiary of the Company transferred its ownership interest in GPIL to GPIP; (ii) IP transferred its North America Consumer Packaging business (“NACP”) to GPIP, which was then subsequently transferred to GPIL; (iii) GPIP issued membership interests to IP, and IP was admitted as a member of GPIP; and (iv) GPIL assumed certain indebtedness of IP (the "NACP Combination"). GPI Holding III, LLC, an indirect wholly owned subsidiary of the Company (“GPI Holding”), is the managing member of GPIP. At closing of the NACP Combination, GPIP issued 309,715,624 common units or 79.5% of the membership interests in GPIP to GPI Holding and 79,911,591 common units or 20.5% of the membership interests in GPIP to IP. Subject to certain restrictions, the common units held by IP are exchangeable into shares of common stock of GPHC or cash. The following diagram illustrates the organization of the Company immediately subsequent to the transactions described above (not including subsidiaries of GPIL): The Company’s customers include many of the world’s most widely recognized companies and brands with prominent market positions in beverage, food, foodservice, and other consumer products. The Company strives to provide its customers with packaging solutions designed to deliver marketing and performance benefits at a competitive cost by capitalizing on its low-cost paperboard mills and converting facilities, its proprietary carton and packaging designs, and its commitment to quality and service. GPHC, GPI Holding I, Inc., GPI Holding II, Inc. and GPI Holding III, LLC conduct no significant business operations and have no independent assets or operations other than intercompany transactions and their direct and indirect ownership of 79.5% of GPIP's membership interests, except for deferred tax assets held by GPHC. The Company’s Condensed Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in consolidation. In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year end Condensed Consolidated Balance Sheet data was derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with GPHC’s Form 10-K for the year ended December 31, 2017 . In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known. For a summary of the Company’s significant accounting policies, please refer to GPHC’s Form 10-K for the year ended December 31, 2017 . Revenue Recognition The Company has two primary activities from which it generates revenue from contracts with customers and revenue is disaggregated primarily by geography and type of activity as further explained in " Note 10-Segments. " All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty of revenue and related cash flows. Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the performance obligation by transferring control over the product or service to a customer, which is generally based on shipping terms and passage of title under the point-in-time method of recognition. For the three months ended March 31, 2018 and 2017, the Company recognized $1,470.8 million and $1,056.4 million , respectively, of revenue from contracts with customers. The transaction price allocated to each performance obligation consists of the stand alone selling price, estimates of rebates and other sales or contract renewal incentives, and cash discounts and sales returns ("Variable Consideration"). Estimates are made for Variable Consideration based on contract terms and historical experience of actual results and are applied to the performance obligations as they are settled. Purchases by the Company’s principal customers are manufactured and shipped with minimal lead time, therefore performance obligations are generally settled shortly after manufacturing and shipment. The Company's contract assets consist primarily of contract renewal incentive payments to customers which are amortized over the period in which performance obligations related to the contract renewal are satisfied. As of March 31, 2018 and December 31, 2017 contract assets were $18.4 million and $11.7 million , respectively. The Company's contract liabilities consist principally of rebates, and as of March 31, 2018 and December 31, 2017 were $38.9 million and $28.6 million , respectively. The Company did not have a material amount relating to backlog orders at March 31, 2018 or December 31, 2017. Accounts Receivable and Allowances The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party financial institutions. Transfers under these agreements meet the requirements to be accounted for as sales in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification"). The loss on sale is not material and is included in Other Expense (Income), Net on the Condensed Consolidated Statement of Operations. The following table summarizes the activity under these programs as of March 31, 2018 and March 31, 2017 , respectively: Three Months Ended March 31, In millions 2018 2017 Receivables Sold and Derecognized $ 844.8 $ 346.2 Proceeds Collected on Behalf of Financial Institutions 833.7 352.8 Proceeds Paid to Financial Institutions 128.7 9.1 Deferred Purchase Price 240.4 33.1 The Company has also entered into various factoring and supply chain financing arrangements, which also qualify for sale accounting in accordance with the Transfers and Servicing topic of the FASB Codification. For the three months ended March 31, 2018 and 2017 , the Company sold receivables of approximately $30 million and $18 million , respectively, related to these factoring arrangements. Receivables sold under all programs subject to continuing involvement, which consist principally of collection services, at March 31, 2018 and December 31, 2017 , were approximately $593 million and $583 million , respectively. Capital Allocation Plan On February 22, 2018, the Company's board of directors declared a regular quarterly dividend of $0.075 per share of common stock paid on April 5, 2018 to shareholders of record as of March 15, 2018. On January 10, 2017, the Company's board of directors authorized an additional share repurchase program to allow the Company to purchase up to $ 250 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 "2017 share repurchase program"). The original $250 million share repurchase program was authorized on February 4, 2015 (the "2015 share repurchase program"). During the first three months of 2018 , the Company did not repurchase any shares of its common stock. The Company repurchased approximately 3 million shares at an average price of $12.98 during the three months ended March 31, 2017 , including approximately 1.4 million shares repurchased under the 2015 share repurchase program thereby completing that program. As of March 31, 2018 , the Company has approximately $210 million available for additional repurchases under the 2017 share repurchase program. Business Combinations and Shutdown and Other Special Charges, Net The following table summarizes the transactions recorded in Business Combinations and Shutdown and Other Special Charges, Net in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, In millions 2018 2017 Charges Associated with Business Combinations $ 27.0 $ 3.9 Shutdown and Other Special Charges 0.8 4.7 Gain on Sale of Assets (1.5 ) — Total $ 26.3 $ 8.6 2018 On January 1, 2018, the Company completed the NACP Combination. The NACP business produces SBS paperboard and paper-based foodservice products. The NACP business includes two SBS mills located in Augusta, Georgia and Texarkana, Texas (included in Paperboard Mills reportable segment), three converting facilities in the U.S. (included in Americas Paperboard Packaging reportable segment) and one in the United Kingdom ("U.K.") (included in the Europe Paperboard Packaging reportable segment). 2017 On December 1, 2017, the Company acquired the assets of Seydaco Packaging Corp. and its affiliates National Carton and Coating Co., and Groupe Ecco Boites Pliantes Ltée (collectively, "Seydaco"), a folding carton producer focused on the foodservice, food, personal care, and household goods markets. The acquisition includes three folding carton facilities located in Mississauga, Ontario, St.-Hyacinthe, Québec, and Xenia, Ohio. On December 1, 2017, the Company closed its coated recycled paperboard mill in Santa Clara, California. This decision was made as a result of a thorough assessment of the facility's manufacturing capabilities and associated costs in the context of the Company's overall mill operating capabilities and cost structure. The financial impact is reflected in Shutdown and Other Special Charges in the table above. On October 4, 2017, the Company acquired Norgraft Packaging, S.A., ("Norgraft"), a leading folding carton producer in Spain focused on the food and household goods markets. The acquisition includes two folding carton facilities located in Miliaño and Requejada, Spain. On July 10, 2017, the Company acquired substantially all the assets of Carton Craft Corporation and its affiliate Lithocraft, Inc (collectively, "Carton Craft"). The acquisition includes two folding carton facilities located in New Albany, Indiana, focused on the production of paperboard based air filter frames and folding cartons. The Seydaco, Norgraft, and Carton Craft transactions are referred to collectively as the "2017 Acquisitions." Seydaco and Carton Craft are included in the Americas Paperboard Packaging Segment. Norgraft is included in the Europe Paperboard Packaging Segment. Charges associated with the NACP Combination and 2017 Acquisitions are reflected in Charges Associated with Business Combinations in the above table. For more information regarding the above acquisitions see " Note 3 - Business Combinations ." Adoption of New Accounting Standards Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2017-09, Compensation - Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows. Effective January 1, 2018, the Company adopted ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715); Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The amendments in this ASU require the service cost component of net periodic benefit cost be reported in the same income statement line or lines as other compensation costs for employees. The other components of net periodic benefit cost are required to be reported separately from service costs and outside a subtotal of income from operations. Only the service cost component is eligible for capitalization. The adoption of this ASU was applied retrospectively for the reclassification of net periodic benefit expense, excluding service costs, in the Condensed Consolidated Statement of Operations. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations and cash flows. Effective January 1, 2018, the Company adopted ASU No. 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business . The amendments in this ASU provide guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This ASU was adopted prospectively and did not have a material impact on the Company’s financial position, results of operations and cash flows. Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU provide guidance on how certain cash receipts and payments should be presented in the statement of cash flows and was applied retrospectively. This ASU requires the Company to classify consideration received for beneficial interest obtained for selling trade receivables as investing instead of operating activities. The impact on the Company's consolidated statement of cash flows for the three months ended March 31, 2017 was a $120.1 million decrease to cash provided by operating activities and a corresponding increase to cash provided by investing activities. Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective approach. Adoption of ASU No. 2014-09 requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considered whether the adoption may require acceleration of revenue for products produced by the Company without an alternative use and when the Company would have a legally enforceable right of payment. The Company has determined that it does not have an enforceable right of payment for products produced but not yet shipped and recognizes all revenue under the point in time method. The adoption of ASU No. 2014-09 did not have a material impact on the Company's financial position, results of operations and cash flows. Accounting Standards Not Yet Adopted In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial position, results of operations and cash flows. In January 2017, the FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 of the goodwill impairment model. Step 2 measures a goodwill impairment loss by comparing the implied value of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized is limited to the amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments in this ASU require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company is evaluating the impact of adoption on the Company's financial position, results of operation and cash flows. |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | INVENTORIES, NET Inventories, Net by major class: In millions March 31, 2018 December 31, 2017 Finished Goods $ 406.5 $ 240.5 Work in Progress 106.7 74.1 Raw Materials 298.2 229.4 Supplies 153.0 90.0 Total $ 964.4 $ 634.0 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS On January 1, 2018, the Company completed the NACP Combination. The NACP business produces SBS paperboard and paper-based foodservice products. The NACP business includes two SBS mills located in Augusta, Georgia and Texarkana, Texas, three converting facilities in the U.S. and one in the U.K. Total consideration for the NACP Combination, including debt assumed of $660 million , was $1.9 billion . The acquisition accounting for the NACP Combination is preliminary based on the estimated fair values as of the combination date and is subject to adjustments in subsequent periods once the third party valuations are finalized. Management believes that the purchase price attributable to goodwill represents the benefits expected as the acquisition was made to continue to expand the Company's product offering, integrate paperboard from the Company's mills and to further optimize the Company's supply chain footprint. In conjunction with the NACP Combination, the Company executed a Tax Receivable Agreement ("TRA") with IP. Pursuant to elections under Section 754 of the Internal Revenue Code, the Company expects to obtain an increase with respect to the tax basis in the assets of GPIP and certain of its subsidiaries when IP exchanges or redeems any of its membership interests. The Company generally expects to treat redemptions or exchanges of membership interests by IP as direct purchases of membership interests for U.S. federal income tax purposes. Increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. The TRA provides for the payment by the Company to IP of 50% of the amount of any tax benefits projected to be realized by the Company upon IP's exchange of the partnership units into GPHC common stock. The Company expects that goodwill related to the NACP Combination will no t be deductible for tax purposes. The preliminary acquisition accounting for the NACP combination is as follows: In millions Amounts Recognized as of Acquisition Dates Purchase Price $ 1,235.7 Assumed Debt 660.0 Total Purchase Consideration $ 1,895.7 Receivables, Net $ 143.0 Inventories, Net 295.1 Other Current Assets 20.9 Property, Plant and Equipment, Net 1,217.8 Intangible Assets, Net (a) 91.6 Other Assets 6.0 Total Assets Acquired 1,774.4 Accounts Payable 111.9 Compensation and Employee Benefits 20.7 Current Liabilities 12.4 Other Noncurrent Liabilities 10.1 Total Liabilities Assumed 155.1 Net Assets Acquired 1,619.3 Goodwill 276.4 Total Estimated Fair Value of Net Assets Acquired $ 1,895.7 (a) Intangible Assets, Net consists of customer relationships with a weighted average life of approximately 20 years . The following unaudited pro forma consolidated results of operations data assumes that the NACP Combination occurred as of the beginning of the period presented. This pro forma data is based on historical information and does not necessarily reflect the actual results that would have occurred, nor is it indicative of future results of operations. Three Months Ended March 31, In millions, except per share data 2017 Net Sales $ 1,427.8 Net Income Attributable to Graphic Packaging Holding Company 51.6 Income Per Share — Basic 0.17 Income Per Share — Diluted 0.16 Net Sales and Income from Operations from the NACP Combination was $359.5 million and $20.9 million , respectively, for the three months ended March 31, 2018. Total Assets increased as a result of the NACP Combination for the Paperboard Mills and America's Paperboard Packaging reportable segments by approximately $1.6 billion and $0.5 billion , respectively, as compared to December 31, 2017. In connection with the NACP Combination, the Company entered into agreements with IP for transition services, fiber procurement and corrugated products and ink supply. Payments to IP during the quarter under these agreements were $7.5 million , $3.0 million and $7.4 million , respectively. In addition, approximately $3 million of payments were made for purchases unrelated to these agreements. As disclosed in " Note 1 - General Information, " in 2017, the Company acquired Seydaco, Norgraft, and Carton Craft, which are referred to collectively as the " 2017 Acquisitions ." Seydaco and Carton Craft are included in the Americas Paperboard Packaging Segment. Norgraft is included in the Europe Paperboard Packaging Segment. The Company paid approximately $189 million , net of cash acquired, for the 2017 Acquisitions using existing cash and borrowings under its revolving line of credit, and assumed debt of approximately $14 million . In the first quarter of 2018, the Company paid an additional $2.4 million related to the working capital true-up for Seydaco, which was recorded to goodwill. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT For more information regarding the Company’s debt, see “ Note 5 — Debt ” of the Notes to Consolidated Financial Statements of the Company’s 2017 Form 10-K. Long-Term Debt is comprised of the following: In millions March 31, 2018 December 31, 2017 Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.18%, payable in 2024 $ 300.0 $ 300.0 Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022 250.0 250.0 Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.78%, payable in 2021 425.0 425.0 Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (3.19% at March 31, 2018) payable into 2023 1,460.0 925.0 Senior Secured Revolving Facilities with interest payable at floating rates (2.96% at March 31, 2018) payable in 2023 601.2 319.0 Capital Lease Obligations 29.5 30.0 Other 29.1 28.9 Total Long-Term Debt 3,094.8 2,277.9 Less: Current Portion 38.6 52.2 3,056.2 2,225.7 Less: Unamortized Deferred Debt Issuance Costs 12.7 12.5 Total $ 3,043.5 $ 2,213.2 At March 31, 2018 , the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities: In millions Total Commitments Total Outstanding Total Available Senior Secured Domestic Revolving Credit Facility (a) $ 1,450.0 $ 498.2 $ 924.8 Senior Secured International Revolving Credit Facility 193.7 103.0 90.7 Other International Facilities 69.3 40.4 28.9 Total $ 1,713.0 $ 641.6 $ 1,044.4 (a) In accordance with its debt agreements, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $27.0 million as of March 31, 2018 . These letters of credit are primarily used as security against its self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through early 2019 unless extended. In connection with consummation of the NACP Combination, GPIL entered into a Third Amended and Restated Credit Agreement dated as of January 1, 2018 (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement effects an “amend and extend” transaction with respect to the Company’s existing senior credit facility by which, among other things: (i) the maturity date thereof was extended to January 1, 2023, (ii) the U.S. dollar commitment portion increased by $75 million , (iii) the applicable margin interest rate pricing grid levels were changed from those set forth in the prior credit facility, (iv) certain negative covenants contained in the prior credit facility were relaxed, and (v) certain amendments were effected so as to accommodate the transactions with IP. In addition to the Amended and Restated Credit Agreement, on January 1, 2018 the Company assumed the term loan indebtedness previously incurred by IP (the “Term Loan Credit Agreement”) in an aggregate amount of $660 million , repayable pursuant to the same amortization schedule (expressed as a percentage of the principal amount thereof) as the Term Loan A under the Amended and Restated Credit Agreement and has the same maturity date of January 1, 2023. The applicable margin interest rate pricing grid, covenants and other terms are substantially equivalent to those contained in the Amended and Restated Credit Agreement. The Term Loan Credit Agreement is secured by a lien and security interest in substantially all of the assets of GPIL on a pari passu basis with the liens and security interests securing the Amended and Restated Credit Agreement pursuant to the terms of a customary intercreditor agreement among the parties. The Amended and Restated Credit Agreement and Term Loan Credit Agreement are collectively referred as the "Credit Agreement." The Credit Agreement is guaranteed by GPIP and certain domestic subsidiaries, and the 4.75% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 4.125% Senior Notes due 2024 are guaranteed by GPHC. For additional information on the financial statements of GPIP, see " Note 18 - Guarantor Consolidating Financial Statements ” of the Notes to the Consolidated Financial Statements of GPIL in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the Securities and Exchange Commission. The Credit Agreement and the indentures governing the 4.75% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 4.125% Senior Notes due 2024 (the “Indentures”) limit the Company's ability to incur additional indebtedness. Additional covenants contained in the Credit Agreement and the Indentures may, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase stock, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indenture, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Such restrictions could limit the Company’s ability to respond to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities. As of March 31, 2018 , the Company was in compliance with the covenants in the Credit Agreement and the Indentures. |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | STOCK INCENTIVE PLANS The Company has one active equity compensation plan from which new grants may be made, the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan (the “2014 Plan”). Under the 2014 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other types of stock-based and cash awards. Awards under the 2014 Plan generally vest and expire in accordance with terms established at the time of grant. Shares issued pursuant to awards under the 2014 Plan are from the Company’s authorized but unissued shares. Compensation costs are recognized on a straight-line basis over the requisite service period of the award. Stock Awards, Restricted Stock and Restricted Stock Units Under the 2014 Plan, all RSUs generally vest and become payable in three years from date of grant. RSUs granted to employees generally contain either performance conditions based on various financial targets or service requirements that must be met for the shares to vest. Data concerning RSUs granted in the first three months of 2018 is as follows: RSUs Weighted Average Grant Date Fair Value Per Share RSUs — Employees 1,497,281 $ 14.83 During the three months ended March 31, 2018 and 2017 , $3.1 million and $2.3 million , respectively, were charged to compensation expense for stock incentive plans. During the three months ended March 31, 2018 and 2017 , approximately 0.6 million and 0.9 million shares were issued, respectively. The shares issued were primarily related to RSUs granted during 2015 and 2014, respectively. |
Pensions and Other Postretireme
Pensions and Other Postretirement Benefits | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Pensions and Other Postretirement Benefits | PENSIONS AND OTHER POSTRETIREMENT BENEFITS The Company maintains both defined benefit pension plans and postretirement health care plans that provide medical and life insurance coverage to eligible salaried and hourly retired employees in North America and their dependents. The Company maintains international defined benefit pension plans which are either noncontributory or contributory and are funded in accordance with applicable local laws. Pension or termination benefits are based primarily on years of service and the employee's compensation. Pension and Postretirement Expense The pension and postretirement expenses related to the Company’s plans consisted of the following: Pension Benefits Postretirement Health Care Benefits Three Months Ended Three Months Ended March 31, March 31, In millions 2018 2017 2018 2017 Components of Net Periodic Cost: Service Cost $ 4.6 $ 2.6 $ 0.2 $ 0.2 Interest Cost 10.5 10.6 0.3 0.3 Administrative Expenses 0.1 — — — Expected Return on Plan Assets (16.0 ) (16.0 ) — — Amortization: Prior Service Cost (Credit) 0.1 0.1 (0.1 ) (0.1 ) Actuarial Loss (Gain) 1.4 1.7 (0.5 ) (0.5 ) Net Periodic Cost (Benefit) $ 0.7 $ (1.0 ) $ (0.1 ) $ (0.1 ) Employer Contributions The Company made contributions of $1.3 million and $10.2 million to its pension plans during the first three months of 2018 and 2017 , respectively. The Company expects to make contributions of $5 million to $10 million for the full year 2018 . During 2017 , the Company made $119.1 million of contributions to its pension plans. The Company made postretirement health care benefit payments of $0.5 million and $ 0.6 million during the first three months of 2018 and 2017 , respectively. The Company estimates its postretirement health care benefit payments for the full year 2018 to be approximately $3 million . During 2017 , the Company made postretirement health care benefit payments of $2.2 million . |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Fair Value Measurement | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT The Company enters into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments under the Derivatives and Hedging topic of the FASB Codification and those not designated as hedging instruments under this guidance. The Company uses interest rate swaps, natural gas swap contracts, and forward exchange contracts. These derivative instruments are designated as cash flow hedges and, to the extent they are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in Accumulated Other Comprehensive Loss. These changes in fair value will subsequently be reclassified to earnings, contemporaneously with and offsetting changes in the related hedged exposure. For more information regarding the Company’s financial instruments and fair value measurement, see “ Note 9 — Financial Instruments, Derivatives and Hedging Activities ” and “ Note 10 — Fair Value Measurement ” of the Notes to Consolidated Financial Statements of the Company’s 2017 Form 10-K. Interest Rate Risk The Company uses interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan facility. Changes in fair value will subsequently be reclassified into earnings as a component of Interest Expense, Net as interest is incurred on amounts outstanding under the term loan facility. The following table summarizes the Company's current interest rate swap positions for each period presented as of March 31, 2018 : Start End (In Millions) Weighted Average Interest Rate 12/01/2017 10/01/2018 $250.0 1.16% 04/01/2018 01/01/2019 $150.0 2.03% 04/01/2018 01/01/2020 $150.0 2.25% 04/01/2018 10/01/2020 $150.0 2.36% Ineffectiveness measured in the hedging relationship is recorded in earnings in the period it occurs. During the first three months of 2018 and 2017 , there were no amounts of ineffectiveness related to changes in the fair value of interest rate swap agreements. Additionally, there were no amounts excluded from the measure of effectiveness. Commodity Risk To manage risks associated with future variability in cash flows and price risk attributable to purchases of natural gas, the Company enters into natural gas swap contracts to hedge prices for a designated percentage of its expected natural gas usage. Such contracts are designated as cash flow hedges. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss, the resulting gain or loss reclassified into Cost of Sales concurrently with the recognition of the commodity consumed, and the ineffective portion of the swap contracts’ change in fair value recognized immediately in earnings. The Company has hedged approximately 28% of its expected natural gas usage for the remainder of 2018 . During the first three months of 2018 and 2017 , there were minimal amounts of ineffectiveness related to changes in the fair value of natural gas swap contracts. Additionally, there were no amounts excluded from the measure of effectiveness. Foreign Currency Risk The Company enters into forward exchange contracts to manage risks associated with foreign currency transactions and future variability of cash flows arising from those transactions that may be adversely affected by changes in exchange rates. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss and gains/losses related to these contracts are recognized in Other Expense (Income), Net or Net Sales , when appropriate. At March 31, 2018 , multiple forward exchange contracts existed that expire on various dates through the remainder of 2018 . Those purchased forward exchange contracts outstanding at March 31, 2018 and December 31, 2017 , when aggregated and measured in U.S. dollars at contractual rates at March 31, 2018 and December 31, 2017 , had notional amounts totaling $47.7 million and $66.1 million , respectively. No amounts were reclassified to earnings during the first three months of 2018 or during 2017 in connection with forecasted transactions that were considered probable of not occurring and there was no amount of ineffectiveness related to changes in the fair value of foreign currency forward contracts. Additionally, there were no amounts excluded from the measure of effectiveness. Derivatives not Designated as Hedges The Company enters into forward exchange contracts to effectively hedge substantially all of its accounts receivables resulting from sales transactions denominated in foreign currencies in order to manage risks associated with variability in cash flows that may be adversely affected by changes in exchange rates. At March 31, 2018 and December 31, 2017 , multiple foreign currency forward exchange contracts existed, with maturities ranging up to three months. Those foreign currency exchange contracts outstanding at March 31, 2018 and December 31, 2017 , when aggregated and measured in U.S. dollars at exchange rates at March 31, 2018 and December 31, 2017 , had net notional amounts totaling $90.0 million and $90.1 million , respectively. Unrealized gains and losses resulting from these contracts are recognized in Other Expense (Income), Net and approximately offset corresponding recognized but unrealized gains and losses on the remeasurement of these accounts receivable. Fair Value of Financial Instruments The Company’s derivative instruments are carried at fair value. The Company has determined that the inputs to the valuation of these derivative instruments are Level 2 in the fair value hierarchy. Level 2 inputs are defined as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. The Company uses valuation techniques based on discounted cash flow analyses, which reflect the terms of the derivatives and use observable market-based inputs, including forward rates, and uses market price quotations obtained from independent derivatives brokers, corroborated with information obtained from independent pricing service providers. As of March 31, 2018 , the Company had a gross derivative asset of $2.0 million and a gross derivative liability of $2.5 million , related to interest rate, foreign currency and commodity contracts. As of March 31, 2018 , there has not been any significant impact to the fair value of the Company’s derivative liabilities due to its own credit risk. Similarly, there has not been any significant adverse impact to the Company’s derivative assets based on evaluation of the Company’s counterparties’ credit risks. The fair values of the Company’s other financial assets and liabilities at March 31, 2018 and December 31, 2017 approximately equal the carrying values reported on the Condensed Consolidated Balance Sheets except for Long-Term Debt. The fair value of the Company’s Long-Term Debt (excluding capital leases and deferred financing fees) was $3,088.0 million and $2,299.1 million as compared to the carrying amounts of $3,065.3 million and $ 2,247.9 million as of March 31, 2018 and December 31, 2017 , respectively. The fair value of the Company’s Total Debt, including the Senior Notes, are based on quoted market prices (Level 2 inputs). Level 2 valuation techniques for Long-Term Debt are based on quotations obtained from independent pricing service providers. The following is a rollforward of pre-tax Accumulated Other Comprehensive Loss pertaining to derivative instruments: In millions Balance at December 31, 2017 $ (0.3 ) Reclassification to Earnings (0.1 ) Current Period Change in Fair Value (0.8 ) Balance at March 31, 2018 $ (1.2 ) At March 31, 2018 , the Company expects to reclassify approximately $2.1 million of losses in the next twelve months from Accumulated Other Comprehensive Loss to earnings, contemporaneously with and offsetting changes in the related hedged exposure. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Substantially all of the Company’s operations are held through its majority investment in GPIP, a subsidiary that is classified as a partnership for U.S. income tax purposes and is generally not subject to domestic income tax expense. As a result, the consolidated financial statements exclude the domestic tax effect of the earnings attributable to the minority partner’s interest in GPIP. During the three months ended March 31, 2018 , the Company recognized Income Tax Expense of $ 5.1 million on Income before Income Taxes and Equity Income of Unconsolidated Entity of $ 47.5 million . The effective tax rate for the three months ended March 31, 2018 is lower than the statutory rate primarily due to the tax effect of income attributable to non-controlling interests as well as the mix and levels of earnings between foreign and domestic tax jurisdictions. In addition, the Company recorded a discrete benefit of approximately $4 million during the three months ended March 31, 2018 to reflect indirect impacts of the NACP Combination. As disclosed in the Company’s financial statements in “ Note 8 - Income Taxes ” of the Notes to the Consolidated Financial Statements of the Company’s 2017 Form 10-K, the Company recorded provisional amounts in its 2017 financial statements to reflect the federal, state and foreign impacts of The Tax Cuts and Jobs Act (“The Act”) as well as to the balance of the Company’s deferred tax assets and liabilities. These amounts remain provisional and subject to the Securities and Exchange Commission's Staff Accountant Bulletin 118 as of March 31, 2018. No changes to the provisional amounts recorded in the 2017 financial statements were made during the three months ended March 31. 2018. During the three months ended March 31, 2017 , the Company recognized Income Tax Expense of $ 17.6 million on Income before Income Taxes and Equity Income of Unconsolidated Entity of $ 54.2 million . The effective tax rate for the three months ended March 31, 2017 was lower than the statutory rate due to the mix and levels of earnings between foreign and domestic tax jurisdictions. In addition, the Company recorded a discrete benefit of approximately $2 million during the quarter related to the excess benefit associated with share based payments to employees that vested during the period in accordance with the new guidance in ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) , which requires entities to recognize all income tax effects of excess tax benefits and tax deficiencies in the income statement during the period in which the awards vest or are settled. As of December 31, 2017 , the Company had approximately $327 million of Net Operating Losses (“NOLs”) for U.S. federal income tax purposes which may be used to offset future taxable income. Based on these NOLs and other tax benefits, the Company does not expect to be a meaningful U.S. federal cash taxpayer until 2021. |
Environmental and Legal Matters
Environmental and Legal Matters | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental and Legal Matters | ENVIRONMENTAL AND LEGAL MATTERS Environmental Matters The Company is subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those governing discharges to air, soil and water, the management, treatment and disposal of hazardous substances, solid waste and hazardous wastes, the investigation and remediation of contamination resulting from historical site operations and releases of hazardous substances, and the health and safety of employees. Compliance initiatives could result in significant costs, which could negatively impact the Company’s consolidated financial position, results of operations or cash flows. Any failure to comply with environmental or health and safety laws and regulations or any permits and authorizations required thereunder could subject the Company to fines, corrective action or other sanctions. Some of the Company’s current and former facilities are the subject of environmental investigations and remediations resulting from historic operations and the release of hazardous substances or other constituents. Some current and former facilities have a history of industrial usage for which investigation and remediation obligations may be imposed in the future or for which indemnification claims may be asserted against the Company. Also, closures or sales of facilities may necessitate investigation and may result in remediation activities at those facilities. The Company has established reserves for those facilities or issues where a liability is probable and the costs are reasonably estimable. The Company believes that the amounts accrued for its loss contingencies, and the reasonably possible loss beyond the amounts accrued, are not material to the Company’s consolidated financial position, results of operations or cash flows. The Company cannot estimate with certainty other future compliance, investigation or remediation costs. Some costs relating to historic usage that the Company considers to be reasonably possible of resulting in liability are not quantifiable at this time. The Company will continue to monitor environmental issues at each of its facilities, as well as regulatory developments, and will revise its accruals, estimates and disclosures relating to past, present and future operations, as additional information is obtained. Legal Matters The Company is a party to a number of lawsuits arising in the ordinary conduct of its business. Although the timing and outcome of these lawsuits cannot be predicted with certainty, the Company does not believe that disposition of these lawsuits will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company reports its results in three reportable segments as follows: Paperboard Mills includes the eight North American paperboard mills which produce primarily CUK, CRB, and SBS, which is consumed internally to produce paperboard packaging for the Americas and Europe Paperboard Packaging segments. The remaining paperboard is sold externally to a wide variety of paperboard packaging converters and brokers. The Paperboard Mills segment Net Sales represent the sale of paperboard only to external customers. The effect of intercompany transfers to the paperboard packaging segments has been eliminated from the Paperboard Mills segment to reflect the economics of the integration of these segments. Americas Paperboard Packaging includes paperboard packaging folding cartons and cups, lids and food containers sold primarily to Consumer Packaged Goods ("CPG") and Foodservice companies serving the food, beverage, and consumer product markets in the Americas. Europe Paperboard Packaging includes paperboard packaging folding cartons and cups, lids and food containers sold primarily to CPG companies serving the food, beverage and consumer product markets in Europe. The Company allocates certain mill and corporate costs to the reportable segments to appropriately represent the economics of these segments. The Corporate and Other caption includes the Pacific Rim and Australia operating segments and unallocated corporate and one-time costs. These segments are evaluated by the chief operating decision maker based primarily on Income from Operations, as adjusted for depreciation and amortization. The accounting policies of the reportable segments are the same as those described above in " Note 1 - General Information. " Segment information is as follows: Three Months Ended March 31, In millions 2018 2017 NET SALES: Paperboard Mills $ 278.0 $ 98.1 Americas Paperboard Packaging 989.9 792.8 Europe Paperboard Packaging 174.5 139.7 Corporate/Other/Eliminations (a) 33.6 30.9 Total $ 1,476.0 $ 1,061.5 INCOME (LOSS) FROM OPERATIONS: Paperboard Mills $ (6.7 ) $ (12.3 ) Americas Paperboard Packaging 112.0 89.4 Europe Paperboard Packaging 14.7 7.0 Corporate and Other (b) (46.0 ) (12.5 ) Total $ 74.0 $ 71.6 DEPRECIATION AND AMORTIZATION: Paperboard Mills $ 51.5 $ 30.6 Americas Paperboard Packaging 41.0 30.2 Europe Paperboard Packaging 12.5 9.8 Corporate and Other 4.8 4.4 Total $ 109.8 $ 75.0 (a) Includes Revenue from contracts with customers for the Australia and Pacific Rim operating segments, which is no t material. (b) Includes expenses related to acquisitions, integration activities and shutdown costs. For more information regarding the Company’s business segments, see “ Note 14 — Business Segment and Geographic Area Information ” of the Notes to Consolidated Financial Statements of the Company’s 2017 Form 10-K. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Three Months Ended March 31, In millions, except per share data 2018 2017 Net Income Attributable to Graphic Packaging Holding Company $ 29.9 $ 37.0 Weighted Average Shares: Basic 310.6 312.9 Dilutive Effect of RSUs 0.7 1.2 Diluted 311.3 314.1 Income Per Share — Basic $ 0.10 $ 0.12 Income Per Share — Diluted $ 0.10 $ 0.12 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interest | REDEEMABLE NONCONTROLLING INTEREST As disclosed in " Note 1 - General Information, " on January 1, 2018, the Company combined its business with IP's NACP business. Under the terms of the Transaction Agreement, GPIP issued 79,911,591 common units to IP which are exchangeable into shares of common stock of GPHC or cash following the second anniversary of the combination. In connection with the closing, the Company, GPIP, GPI Holding and IP entered into an Exchange Agreement (“Exchange Agreement”), which sets forth, among other things, the circumstances in which IP may exchange its common units for shares of common stock of the Company or the right to receive cash. Under the Exchange Agreement, the Company may not issue shares of common stock in exchange for more than 61,638,409 common units. Accordingly the remaining 18,273,182 of common units are reflected as Redeemable Noncontrolling Interest on the Condensed Consolidated Balance Sheets. At March 31, 2018, the fair value of the redeemable noncontrolling interest was determined as follows: In millions Fair Value at December 31, 2017 $ — Fair Value of Redeemable Noncontrolling Interest at January 1, 2018 282.4 Net Income Attributable to Redeemable Noncontrolling Interest 2.9 Other Comprehensive Income, Net of Tax 1.0 Distributions of Membership Interest (1.2 ) Fair Value at March 31, 2018 $ 285.1 The calculation of fair value (a Level 1 measurement) of the redeemable noncontrolling interest is determined by the closing stock price of the Company. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | EQUITY The following is a summary of the changes in total equity for the three months ended March 31, 2018 : In millions Graphic Packaging Holding Company Shareholders Equity Noncontrolling Interest (a) Total Shareholders' Equity Balance at December 31, 2017 $ 1,291.9 $ — $ 1,291.9 NACP Combination 395.1 439.8 834.9 Net Income 29.9 9.9 39.8 Other Comprehensive Income, Net of Tax 15.9 3.1 19.0 Dividends Declared (23.3 ) — (23.3 ) Compensation Expense Under Share-Based Plans 3.1 — 3.1 Repurchase of Common Stock related to Share-Based Payments (4.0 ) — (4.0 ) Distributions of Membership Interest — (3.6 ) (3.6 ) Balance at March 31, 2018 $ 1,708.6 $ 449.2 $ 2,157.8 (a) Excludes amounts related to redeemable noncontrolling interest which is separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets. See " Note 12 - Redeemable Noncontrolling Interest. " |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The changes in the components of Accumulated Other Comprehensive (Loss) Income attributable to GPHC for three months ended March 31, 2018 are as follows (a) : In millions Derivative Instruments Pension Benefit Plans Postretirement Benefit Plans Currency Translation Adjustment Total Balance at December 31, 2017 $ (10.3 ) $ (242.5 ) $ 15.8 $ (101.8 ) $ (338.8 ) Other Comprehensive (Loss) Income before Reclassifications (0.7 ) — — 20.1 19.4 Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income (b) (0.1 ) 1.2 (0.5 ) — 0.6 Net Current-period Other Comprehensive (Loss) Income (0.8 ) 1.2 (0.5 ) 20.1 20.0 Less: Net Current-period Other Comprehensive Income (Loss) Attributable to Noncontrolling Interest (c) 0.2 (0.3 ) 0.1 (4.1 ) (4.1 ) Balance at March 31, 2018 $ (10.9 ) $ (241.6 ) $ 15.4 $ (85.8 ) $ (322.9 ) (a) All amounts are net of income taxes. (b) See following table for details about these reclassifications. (c) Includes amounts related to redeemable noncontrolling interest which are separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets. The following represents reclassifications out of Accumulated Other Comprehensive (Loss) Income for the three months ended March 31, 2018 : In millions Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented Derivatives Instruments: Commodity Contracts $ (0.2 ) Cost of Sales Foreign Currency Contracts 0.4 Other Expense (Income), Net Interest Rate Swap Agreements (0.3 ) Interest Income, Net (0.1 ) Total before Tax — Tax Expense $ (0.1 ) Net of Tax Amortization of Defined Benefit Pension Plans: Prior Service Costs $ 0.1 (c) Actuarial Losses 1.4 (c) 1.5 Total before Tax (0.3 ) Tax Benefit $ 1.2 Net of Tax Amortization of Postretirement Benefit Plans: Prior Service Credits $ (0.1 ) (c) Actuarial Gains (0.5 ) (c) (0.6 ) Total before Tax 0.1 Tax Expense $ (0.5 ) Net of Tax Total Reclassifications for the Period $ 0.6 (c) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see “ Note 6 — Pensions and Other Postretirement Benefits "). |
General Information (Policies)
General Information (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | The Company’s Condensed Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in consolidation. |
Basis of Accounting | In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year end Condensed Consolidated Balance Sheet data was derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with GPHC’s Form 10-K for the year ended December 31, 2017 . |
Use of Estimates | In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known. |
Revenue Recognition | The Company has two primary activities from which it generates revenue from contracts with customers and revenue is disaggregated primarily by geography and type of activity as further explained in " Note 10-Segments. " All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty of revenue and related cash flows. Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the performance obligation by transferring control over the product or service to a customer, which is generally based on shipping terms and passage of title under the point-in-time method of recognition. |
Accounting Standards Adopted and Not Yet Adopted | Adoption of New Accounting Standards Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2017-09, Compensation - Stock Compensation (Topic 718); Scope of Modification Accounting. The amendments in this ASU provide guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. If the value, vesting conditions or classification of the award changes, modification accounting will apply. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows. Effective January 1, 2018, the Company adopted ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715); Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The amendments in this ASU require the service cost component of net periodic benefit cost be reported in the same income statement line or lines as other compensation costs for employees. The other components of net periodic benefit cost are required to be reported separately from service costs and outside a subtotal of income from operations. Only the service cost component is eligible for capitalization. The adoption of this ASU was applied retrospectively for the reclassification of net periodic benefit expense, excluding service costs, in the Condensed Consolidated Statement of Operations. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations and cash flows. Effective January 1, 2018, the Company adopted ASU No. 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business . The amendments in this ASU provide guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This ASU was adopted prospectively and did not have a material impact on the Company’s financial position, results of operations and cash flows. Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU provide guidance on how certain cash receipts and payments should be presented in the statement of cash flows and was applied retrospectively. This ASU requires the Company to classify consideration received for beneficial interest obtained for selling trade receivables as investing instead of operating activities. The impact on the Company's consolidated statement of cash flows for the three months ended March 31, 2017 was a $120.1 million decrease to cash provided by operating activities and a corresponding increase to cash provided by investing activities. Effective January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective approach. Adoption of ASU No. 2014-09 requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considered whether the adoption may require acceleration of revenue for products produced by the Company without an alternative use and when the Company would have a legally enforceable right of payment. The Company has determined that it does not have an enforceable right of payment for products produced but not yet shipped and recognizes all revenue under the point in time method. The adoption of ASU No. 2014-09 did not have a material impact on the Company's financial position, results of operations and cash flows. Accounting Standards Not Yet Adopted In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial position, results of operations and cash flows. In January 2017, the FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 of the goodwill impairment model. Step 2 measures a goodwill impairment loss by comparing the implied value of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized is limited to the amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments in this ASU require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. The Company is evaluating the impact of adoption on the Company's financial position, results of operation and cash flows. |
General Information (Tables)
General Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of the Agreements for Purchasing and Servicing of Receivables | The following table summarizes the activity under these programs as of March 31, 2018 and March 31, 2017 , respectively: Three Months Ended March 31, In millions 2018 2017 Receivables Sold and Derecognized $ 844.8 $ 346.2 Proceeds Collected on Behalf of Financial Institutions 833.7 352.8 Proceeds Paid to Financial Institutions 128.7 9.1 Deferred Purchase Price 240.4 33.1 |
Schedule of Restructuring and Other Special Charges | The following table summarizes the transactions recorded in Business Combinations and Shutdown and Other Special Charges, Net in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, In millions 2018 2017 Charges Associated with Business Combinations $ 27.0 $ 3.9 Shutdown and Other Special Charges 0.8 4.7 Gain on Sale of Assets (1.5 ) — Total $ 26.3 $ 8.6 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, Net by major class | Inventories, Net by major class: In millions March 31, 2018 December 31, 2017 Finished Goods $ 406.5 $ 240.5 Work in Progress 106.7 74.1 Raw Materials 298.2 229.4 Supplies 153.0 90.0 Total $ 964.4 $ 634.0 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary acquisition accounting for the NACP combination is as follows: In millions Amounts Recognized as of Acquisition Dates Purchase Price $ 1,235.7 Assumed Debt 660.0 Total Purchase Consideration $ 1,895.7 Receivables, Net $ 143.0 Inventories, Net 295.1 Other Current Assets 20.9 Property, Plant and Equipment, Net 1,217.8 Intangible Assets, Net (a) 91.6 Other Assets 6.0 Total Assets Acquired 1,774.4 Accounts Payable 111.9 Compensation and Employee Benefits 20.7 Current Liabilities 12.4 Other Noncurrent Liabilities 10.1 Total Liabilities Assumed 155.1 Net Assets Acquired 1,619.3 Goodwill 276.4 Total Estimated Fair Value of Net Assets Acquired $ 1,895.7 (a) Intangible Assets, Net consists of customer relationships with a weighted average life of approximately 20 years . |
Schedule of Pro Forma Information | The following unaudited pro forma consolidated results of operations data assumes that the NACP Combination occurred as of the beginning of the period presented. This pro forma data is based on historical information and does not necessarily reflect the actual results that would have occurred, nor is it indicative of future results of operations. Three Months Ended March 31, In millions, except per share data 2017 Net Sales $ 1,427.8 Net Income Attributable to Graphic Packaging Holding Company 51.6 Income Per Share — Basic 0.17 Income Per Share — Diluted 0.16 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-Term Debt is comprised of the following: In millions March 31, 2018 December 31, 2017 Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.18%, payable in 2024 $ 300.0 $ 300.0 Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022 250.0 250.0 Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.78%, payable in 2021 425.0 425.0 Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (3.19% at March 31, 2018) payable into 2023 1,460.0 925.0 Senior Secured Revolving Facilities with interest payable at floating rates (2.96% at March 31, 2018) payable in 2023 601.2 319.0 Capital Lease Obligations 29.5 30.0 Other 29.1 28.9 Total Long-Term Debt 3,094.8 2,277.9 Less: Current Portion 38.6 52.2 3,056.2 2,225.7 Less: Unamortized Deferred Debt Issuance Costs 12.7 12.5 Total $ 3,043.5 $ 2,213.2 |
Schedule of Revolving Credit Facilities | At March 31, 2018 , the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities: In millions Total Commitments Total Outstanding Total Available Senior Secured Domestic Revolving Credit Facility (a) $ 1,450.0 $ 498.2 $ 924.8 Senior Secured International Revolving Credit Facility 193.7 103.0 90.7 Other International Facilities 69.3 40.4 28.9 Total $ 1,713.0 $ 641.6 $ 1,044.4 (a) In accordance with its debt agreements, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $27.0 million as of March 31, 2018 . These letters of credit are primarily used as security against its self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through early 2019 unless extended. |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Data concerning RSUs and stock awards granted | Data concerning RSUs granted in the first three months of 2018 is as follows: RSUs Weighted Average Grant Date Fair Value Per Share RSUs — Employees 1,497,281 $ 14.83 |
Pensions and Other Postretire27
Pensions and Other Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of pension and postretirement expenses | The pension and postretirement expenses related to the Company’s plans consisted of the following: Pension Benefits Postretirement Health Care Benefits Three Months Ended Three Months Ended March 31, March 31, In millions 2018 2017 2018 2017 Components of Net Periodic Cost: Service Cost $ 4.6 $ 2.6 $ 0.2 $ 0.2 Interest Cost 10.5 10.6 0.3 0.3 Administrative Expenses 0.1 — — — Expected Return on Plan Assets (16.0 ) (16.0 ) — — Amortization: Prior Service Cost (Credit) 0.1 0.1 (0.1 ) (0.1 ) Actuarial Loss (Gain) 1.4 1.7 (0.5 ) (0.5 ) Net Periodic Cost (Benefit) $ 0.7 $ (1.0 ) $ (0.1 ) $ (0.1 ) |
Financial Instruments and Fai28
Financial Instruments and Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swap Positions | The following table summarizes the Company's current interest rate swap positions for each period presented as of March 31, 2018 : Start End (In Millions) Weighted Average Interest Rate 12/01/2017 10/01/2018 $250.0 1.16% 04/01/2018 01/01/2019 $150.0 2.03% 04/01/2018 01/01/2020 $150.0 2.25% 04/01/2018 10/01/2020 $150.0 2.36% |
Rollforward of pre-tax derivative Accumulated Other Comprehensive Loss | The following is a rollforward of pre-tax Accumulated Other Comprehensive Loss pertaining to derivative instruments: In millions Balance at December 31, 2017 $ (0.3 ) Reclassification to Earnings (0.1 ) Current Period Change in Fair Value (0.8 ) Balance at March 31, 2018 $ (1.2 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment information is as follows: Three Months Ended March 31, In millions 2018 2017 NET SALES: Paperboard Mills $ 278.0 $ 98.1 Americas Paperboard Packaging 989.9 792.8 Europe Paperboard Packaging 174.5 139.7 Corporate/Other/Eliminations (a) 33.6 30.9 Total $ 1,476.0 $ 1,061.5 INCOME (LOSS) FROM OPERATIONS: Paperboard Mills $ (6.7 ) $ (12.3 ) Americas Paperboard Packaging 112.0 89.4 Europe Paperboard Packaging 14.7 7.0 Corporate and Other (b) (46.0 ) (12.5 ) Total $ 74.0 $ 71.6 DEPRECIATION AND AMORTIZATION: Paperboard Mills $ 51.5 $ 30.6 Americas Paperboard Packaging 41.0 30.2 Europe Paperboard Packaging 12.5 9.8 Corporate and Other 4.8 4.4 Total $ 109.8 $ 75.0 (a) Includes Revenue from contracts with customers for the Australia and Pacific Rim operating segments, which is no t material. (b) Includes expenses related to acquisitions, integration activities and shutdown costs. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Three Months Ended March 31, In millions, except per share data 2018 2017 Net Income Attributable to Graphic Packaging Holding Company $ 29.9 $ 37.0 Weighted Average Shares: Basic 310.6 312.9 Dilutive Effect of RSUs 0.7 1.2 Diluted 311.3 314.1 Income Per Share — Basic $ 0.10 $ 0.12 Income Per Share — Diluted $ 0.10 $ 0.12 |
Redeemable Noncontrolling Int31
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Redeemable Noncontrolling Interest | At March 31, 2018, the fair value of the redeemable noncontrolling interest was determined as follows: In millions Fair Value at December 31, 2017 $ — Fair Value of Redeemable Noncontrolling Interest at January 1, 2018 282.4 Net Income Attributable to Redeemable Noncontrolling Interest 2.9 Other Comprehensive Income, Net of Tax 1.0 Distributions of Membership Interest (1.2 ) Fair Value at March 31, 2018 $ 285.1 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Summary of Changes in Total Equity | The following is a summary of the changes in total equity for the three months ended March 31, 2018 : In millions Graphic Packaging Holding Company Shareholders Equity Noncontrolling Interest (a) Total Shareholders' Equity Balance at December 31, 2017 $ 1,291.9 $ — $ 1,291.9 NACP Combination 395.1 439.8 834.9 Net Income 29.9 9.9 39.8 Other Comprehensive Income, Net of Tax 15.9 3.1 19.0 Dividends Declared (23.3 ) — (23.3 ) Compensation Expense Under Share-Based Plans 3.1 — 3.1 Repurchase of Common Stock related to Share-Based Payments (4.0 ) — (4.0 ) Distributions of Membership Interest — (3.6 ) (3.6 ) Balance at March 31, 2018 $ 1,708.6 $ 449.2 $ 2,157.8 (a) Excludes amounts related to redeemable noncontrolling interest which is separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets. |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of changes in Accumulated Other Comprehensive (Loss) Income | The changes in the components of Accumulated Other Comprehensive (Loss) Income attributable to GPHC for three months ended March 31, 2018 are as follows (a) : In millions Derivative Instruments Pension Benefit Plans Postretirement Benefit Plans Currency Translation Adjustment Total Balance at December 31, 2017 $ (10.3 ) $ (242.5 ) $ 15.8 $ (101.8 ) $ (338.8 ) Other Comprehensive (Loss) Income before Reclassifications (0.7 ) — — 20.1 19.4 Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income (b) (0.1 ) 1.2 (0.5 ) — 0.6 Net Current-period Other Comprehensive (Loss) Income (0.8 ) 1.2 (0.5 ) 20.1 20.0 Less: Net Current-period Other Comprehensive Income (Loss) Attributable to Noncontrolling Interest (c) 0.2 (0.3 ) 0.1 (4.1 ) (4.1 ) Balance at March 31, 2018 $ (10.9 ) $ (241.6 ) $ 15.4 $ (85.8 ) $ (322.9 ) (a) All amounts are net of income taxes. (b) See following table for details about these reclassifications. (c) Includes amounts related to redeemable noncontrolling interest which are separately classified outside of permanent equity in the mezzanine section of the Condensed Consolidated Balance Sheets. |
Reclassification out of Accumulated Other Comprehensive (Loss) Income | The following represents reclassifications out of Accumulated Other Comprehensive (Loss) Income for the three months ended March 31, 2018 : In millions Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented Derivatives Instruments: Commodity Contracts $ (0.2 ) Cost of Sales Foreign Currency Contracts 0.4 Other Expense (Income), Net Interest Rate Swap Agreements (0.3 ) Interest Income, Net (0.1 ) Total before Tax — Tax Expense $ (0.1 ) Net of Tax Amortization of Defined Benefit Pension Plans: Prior Service Costs $ 0.1 (c) Actuarial Losses 1.4 (c) 1.5 Total before Tax (0.3 ) Tax Benefit $ 1.2 Net of Tax Amortization of Postretirement Benefit Plans: Prior Service Credits $ (0.1 ) (c) Actuarial Gains (0.5 ) (c) (0.6 ) Total before Tax 0.1 Tax Expense $ (0.5 ) Net of Tax Total Reclassifications for the Period $ 0.6 (c) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see “ Note 6 — Pensions and Other Postretirement Benefits "). |
General Information - Nature of
General Information - Nature of Business and Basis of Presentation (Details) - Graphic Packaging International Partners (GPIP) | Jan. 01, 2018shares |
GPI Holding III, LLC | |
Noncontrolling Interest [Line Items] | |
Shares issued (in shares) | 309,715,624 |
Parent's ownership percentage | 79.50% |
International Paper Company | |
Noncontrolling Interest [Line Items] | |
Shares issued (in shares) | 79,911,591 |
Noncontrolling interest ownership percentage | 20.50% |
General Information - Revenue R
General Information - Revenue Recognition (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018USD ($)revenue_generating_activity | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of revenue generating activities | revenue_generating_activity | 2 | ||
Revenue from contract with customers | $ 1,470.8 | $ 1,056.4 | |
Contract assets | 18.4 | $ 11.7 | |
Contract liabilities | $ 38.9 | $ 28.6 |
General Information - Accounts
General Information - Accounts Receivable and Allowances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Receivables Sold and Derecognized | $ 844.8 | $ 346.2 | |
Proceeds Collected on Behalf of Financial Institutions | 833.7 | 352.8 | |
Proceeds Paid to Financial Institutions | 128.7 | 9.1 | |
Deferred Purchase Price | 240.4 | 33.1 | |
Receivables sold | 30 | $ 18 | |
Amount transferred subject to continuing involvement | $ 593 | $ 583 |
General Information - Capital A
General Information - Capital Allocation Plan (Details) - USD ($) $ / shares in Units, shares in Millions | Feb. 22, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Jan. 10, 2017 | Feb. 04, 2015 |
Equity, Class of Treasury Stock [Line Items] | |||||
Cash dividends declared (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.075 | ||
Shares repurchased (in shares) | 3 | ||||
Shares repurchased, average price (in dollars per share) | $ 12.98 | ||||
2017 Share Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Share repurchase program, authorized amount | $ 250,000,000 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 210,000,000 | ||||
2015 Share Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Share repurchase program, authorized amount | $ 250,000,000 | ||||
Shares repurchased (in shares) | 1.4 |
General Information - Business
General Information - Business Combinations and Shutdown and Other Special Charges, Net (Details) $ in Millions | Jan. 01, 2018facility | Dec. 01, 2017facility | Oct. 04, 2017facility | Jul. 10, 2017facility | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) |
Business Combinations [Abstract] | ||||||
Charges Associated with Business Combinations | $ | $ 27 | $ 3.9 | ||||
Shutdown and Other Special Charges | $ | 0.8 | 4.7 | ||||
Gain on Sale of Assets | $ | (1.5) | 0 | ||||
Total | $ | $ 26.3 | $ 8.6 | ||||
NACP Combination | ||||||
Business Acquisition [Line Items] | ||||||
Number of mills | 2 | |||||
NACP Combination | Paperboard Mills | ||||||
Business Acquisition [Line Items] | ||||||
Number of mills | 2 | |||||
NACP Combination | U.S. | ||||||
Business Acquisition [Line Items] | ||||||
Number of converting facilities | 3 | |||||
NACP Combination | U.S. | Americas Paperboard Packaging | ||||||
Business Acquisition [Line Items] | ||||||
Number of converting facilities | 3 | |||||
NACP Combination | U.K. | ||||||
Business Acquisition [Line Items] | ||||||
Number of converting facilities | 1 | |||||
NACP Combination | U.K. | Europe Paperboard Packaging | ||||||
Business Acquisition [Line Items] | ||||||
Number of converting facilities | 1 | |||||
Seydaco | ||||||
Business Acquisition [Line Items] | ||||||
Number of folding carton facilities | 3 | |||||
Norgraft [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of folding carton facilities | 2 | |||||
Carton Craft [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of folding carton facilities | 2 |
General Information - Adoption
General Information - Adoption of New Accounting Standards (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Decrease to cash provided by (used for) operating activities | $ 190.1 | $ 91.7 |
Increase to cash provided by (used for) investing activities | $ 46.7 | 42.8 |
Accounting Standards Update 2016-15 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Decrease to cash provided by (used for) operating activities | 120.1 | |
Increase to cash provided by (used for) investing activities | $ 120.1 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 406.5 | $ 240.5 |
Work in Progress | 106.7 | 74.1 |
Raw Materials | 298.2 | 229.4 |
Supplies | 153 | 90 |
Total | $ 964.4 | $ 634 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Jan. 01, 2018USD ($)facility | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Assets | $ 7,130,300,000 | $ 4,863,000,000 | ||
Purchase Price | 3,500,000 | $ 0 | ||
NACP Combination | ||||
Business Acquisition [Line Items] | ||||
Number of mills | facility | 2 | |||
Assumed Debt | $ 660,000,000 | |||
Total Purchase Consideration | $ 1,895,700,000 | |||
Tax Receivable Agreement, percentage of any projected tax benefit to be paid to IP | 50.00% | |||
Goodwill expected to be tax deductible | $ 0 | |||
Purchase Price | $ 1,235,700,000 | |||
NACP Combination | Transition Services | ||||
Business Acquisition [Line Items] | ||||
Payment to suppliers | 7,500,000 | |||
NACP Combination | Fiber Procurement and Corrugated Products | ||||
Business Acquisition [Line Items] | ||||
Payment to suppliers | 3,000,000 | |||
NACP Combination | Ink Supply | ||||
Business Acquisition [Line Items] | ||||
Payment to suppliers | 7,400,000 | |||
NACP Combination | Unrelated To Agreements | ||||
Business Acquisition [Line Items] | ||||
Payment to suppliers | 3,000,000 | |||
NACP Combination | Paperboard Mills | ||||
Business Acquisition [Line Items] | ||||
Number of mills | facility | 2 | |||
Assets | $ 1,600,000,000 | |||
NACP Combination | Americas Paperboard Packaging | ||||
Business Acquisition [Line Items] | ||||
Assets | $ 500,000,000 | |||
NACP Combination | U.S. | ||||
Business Acquisition [Line Items] | ||||
Number of converting facilities | facility | 3 | |||
NACP Combination | U.S. | Americas Paperboard Packaging | ||||
Business Acquisition [Line Items] | ||||
Number of converting facilities | facility | 3 | |||
NACP Combination | U.K. | ||||
Business Acquisition [Line Items] | ||||
Number of converting facilities | facility | 1 | |||
2017 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Assumed Debt | 14,000,000 | |||
Purchase Price | $ 189,000,000 | |||
Seydaco | ||||
Business Acquisition [Line Items] | ||||
Purchase Price | $ 2,400,000 |
Business Combinations - Amounts
Business Combinations - Amounts Recognized as of Acquisition Date (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Purchase Price | $ 3.5 | $ 0 | ||
Goodwill | $ 1,607.2 | $ 1,323 | ||
NACP Combination | ||||
Business Acquisition [Line Items] | ||||
Purchase Price | $ 1,235.7 | |||
Assumed Debt | 660 | |||
Total Purchase Consideration | 1,895.7 | |||
Receivables, Net | 143 | |||
Inventories, Net | 295.1 | |||
Other Current Assets | 20.9 | |||
Property, Plant and Equipment, Net | 1,217.8 | |||
Intangible Assets, Net | 91.6 | |||
Other Assets | 6 | |||
Total Assets Acquired | 1,774.4 | |||
Accounts Payable | 111.9 | |||
Compensation and Employee Benefits | 20.7 | |||
Current Liabilities | 12.4 | |||
Other Noncurrent Liabilities | 10.1 | |||
Total Liabilities Assumed | 155.1 | |||
Net Assets Acquired | 1,619.3 | |||
Goodwill | 276.4 | |||
Total Estimated Fair Value of Net Assets Acquired | $ 1,895.7 | |||
NACP Combination | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life | 20 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - NACP Combination - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | ||
Net Sales | $ 1,427.8 | |
Net Income Attributable to Graphic Packaging Holding Company | $ 51.6 | |
Income Per Share — Basic (in dollars per share) | $ 0.17 | |
Income Per Share — Diluted (in dollars per share) | $ 0.16 | |
Net sales since date of acquisition | $ 359.5 | |
Income from operations since date of acquisition | $ 20.9 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,065.3 | $ 2,247.9 |
Capital Lease Obligations | 29.5 | 30 |
Other | 29.1 | 28.9 |
Total Long-Term Debt | 3,094.8 | 2,277.9 |
Less: Current Portion | 38.6 | 52.2 |
Noncurrent Long-Term Debt and Capital Leases | 3,056.2 | 2,225.7 |
Less: Unamortized Deferred Debt Issuance Costs | 12.7 | 12.5 |
Total | 3,043.5 | 2,213.2 |
Senior Notes | Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.18%, payable in 2024 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 300 | 300 |
Stated interest rate | 4.125% | |
Effective interest rate | 4.18% | |
Senior Notes | Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 250 | 250 |
Stated interest rate | 4.875% | |
Effective interest rate | 4.93% | |
Senior Notes | Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.78%, payable in 2021 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 425 | 425 |
Stated interest rate | 4.75% | |
Effective interest rate | 4.78% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 1,460 | 925 |
Effective interest rate | 3.19% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 601.2 | $ 319 |
Interest rate at period end | 2.96% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities (Details) $ in Millions | Mar. 31, 2018USD ($) |
Line of Credit Facility [Line Items] | |
Total Commitments | $ 1,713 |
Total Outstanding | 641.6 |
Total Available | 1,044.4 |
Standby letters of credit issued | 27 |
Senior Secured Domestic Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Total Commitments | 1,450 |
Total Outstanding | 498.2 |
Total Available | 924.8 |
Senior Secured International Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Total Commitments | 193.7 |
Total Outstanding | 103 |
Total Available | 90.7 |
Other International Facilities | |
Line of Credit Facility [Line Items] | |
Total Commitments | 69.3 |
Total Outstanding | 40.4 |
Total Available | $ 28.9 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Mar. 31, 2018 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Increase in US Dollar commitment portion | $ 75 | |
Long-term debt | $ 660 | |
Senior Notes | Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.75% | |
Senior Notes | Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.875% | |
Senior Notes | Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.125% |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Details) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)compensation_planshares | Mar. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of active equity compensation plans | compensation_plan | 1 | |
Recognized share-based compensation expense | $ | $ 3.1 | $ 2.3 |
Share-based compensation issued (in shares) | shares | 0.6 | 0.9 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years |
Stock Incentive Plans - Data Co
Stock Incentive Plans - Data Concerning RSUs Granted (Details) - Employees - RSUs | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants during period (in shares) | shares | 1,497,281 |
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 14.83 |
Pensions and Other Postretire49
Pensions and Other Postretirement Benefits - Pension and Postretirement Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Pension Benefits | ||
Components of Net Periodic Cost: | ||
Service Cost | $ 4.6 | $ 2.6 |
Interest Cost | 10.5 | 10.6 |
Administrative Expenses | 0.1 | 0 |
Expected Return on Plan Assets | (16) | (16) |
Amortization: | ||
Prior Service Cost (Credit) | 0.1 | 0.1 |
Actuarial Loss (Gain) | 1.4 | 1.7 |
Net Periodic Cost (Benefit) | 0.7 | (1) |
Postretirement Health Care Benefits | ||
Components of Net Periodic Cost: | ||
Service Cost | 0.2 | 0.2 |
Interest Cost | 0.3 | 0.3 |
Administrative Expenses | 0 | 0 |
Expected Return on Plan Assets | 0 | 0 |
Amortization: | ||
Prior Service Cost (Credit) | (0.1) | (0.1) |
Actuarial Loss (Gain) | (0.5) | (0.5) |
Net Periodic Cost (Benefit) | $ (0.1) | $ (0.1) |
Pensions and Other Postretire50
Pensions and Other Postretirement Benefits - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Pension Benefits | |||
Employer Contributions | |||
Company's contributions to its pension plans | $ 1.3 | $ 10.2 | $ 119.1 |
Pension Benefits | Minimum | |||
Employer Contributions | |||
Expected contributions | 5 | ||
Pension Benefits | Maximum | |||
Employer Contributions | |||
Expected contributions | 10 | ||
Postretirement Health Care Benefits | |||
Employer Contributions | |||
Benefit payments | 0.5 | $ 0.6 | $ 2.2 |
Expected benefit payments | $ 3 |
Financial Instruments and Fai51
Financial Instruments and Fair Value Measurement - Interest Rate Risk (Details) $ in Millions | Mar. 31, 2018USD ($) |
Interest Swap Position One | |
Derivative [Line Items] | |
Notional amount of derivative | $ 250 |
Weighted Average Interest Rate | 1.16% |
Interest Swap Position Two | |
Derivative [Line Items] | |
Notional amount of derivative | $ 150 |
Weighted Average Interest Rate | 2.03% |
Interest Swap Position Three | |
Derivative [Line Items] | |
Notional amount of derivative | $ 150 |
Weighted Average Interest Rate | 2.25% |
Interest Swap Position Four | |
Derivative [Line Items] | |
Notional amount of derivative | $ 150 |
Weighted Average Interest Rate | 2.36% |
Financial Instruments and Fai52
Financial Instruments and Fair Value Measurement - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Derivative [Line Items] | |||
Gross derivative asset | $ 2,000,000 | ||
Gross Derivative Liability | 2,500,000 | ||
Long-term debt, fair value | 3,088,000,000 | $ 2,299,100,000 | |
Long-term debt, carrying value | 3,065,300,000 | 2,247,900,000 | |
Anticipated reclassification of loss to earnings in the next twelve months | 2,100,000 | ||
Derivative Contracts Designated as Hedging Instruments | Instruments in a Cash Flow Hedging Relationship | Interest Rate Swap | |||
Derivative [Line Items] | |||
Amount of ineffectiveness related to changes in the fair value of derivatives | 0 | $ 0 | |
Amounts excluded from the measure of effectiveness | 0 | 0 | |
Derivative Contracts Designated as Hedging Instruments | Instruments in a Cash Flow Hedging Relationship | Commodity Contracts | |||
Derivative [Line Items] | |||
Amounts excluded from the measure of effectiveness | $ 0 | 0 | |
Percentage of expected natural gas usage hedged, current year | 28.00% | ||
Derivative Contracts Designated as Hedging Instruments | Instruments in a Cash Flow Hedging Relationship | Forward Exchange Contract | |||
Derivative [Line Items] | |||
Amount of ineffectiveness related to changes in the fair value of derivatives | $ 0 | 0 | |
Amounts excluded from the measure of effectiveness | 0 | 0 | |
Notional amount of derivative | 47,700,000 | $ 66,100,000 | |
Amounts forecasted and reclassified into earnings no longer probable | $ 0 | $ 0 | |
Derivative Contracts Not Designated as Hedging Instruments | Maximum | |||
Derivative [Line Items] | |||
Foreign currency forward exchange contract term | 3 months | 3 months | |
Derivative Contracts Not Designated as Hedging Instruments | Forward Exchange Contract | |||
Derivative [Line Items] | |||
Notional amount of derivative | $ 90,000,000 | $ 90,100,000 |
Financial Instruments and Fai53
Financial Instruments and Fair Value Measurement - Pretax Derivative Accumulated Other Comprehensive Loss (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Cumulative Changes in Derivative Net Gain (Loss) [Roll Forward] | |
Beginning balance | $ (0.3) |
Reclassification to Earnings | (0.1) |
Current Period Change in Fair Value | (0.8) |
Ending balance | $ (1.2) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income Tax Expense | $ 5,100,000 | $ 17,600,000 | |
Income before Income Taxes and Equity Income of Unconsolidated Entities | 47,500,000 | 54,200,000 | |
Discrete tax benefit | 4,000,000 | ||
Provisional tax amount | $ 0 | ||
Discrete tax benefit, reduction of long-term deferred tax liability | $ 2,000,000 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | $ 327,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018segmentpaperboard_mill | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Number of North American paperboard mills | paperboard_mill | 8 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 1,476 | $ 1,061.5 |
Income (Loss) from Operations | 74 | 71.6 |
Depreciation and Amortization | 109.8 | 75 |
Australia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | |
Pacific Rim | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | |
Corporate/Other/Eliminations(a) | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 33.6 | 30.9 |
Income (Loss) from Operations | (46) | (12.5) |
Depreciation and Amortization | 4.8 | 4.4 |
Paperboard Mills | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 278 | 98.1 |
Income (Loss) from Operations | (6.7) | (12.3) |
Depreciation and Amortization | 51.5 | 30.6 |
Americas Paperboard Packaging | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 989.9 | 792.8 |
Income (Loss) from Operations | 112 | 89.4 |
Depreciation and Amortization | 41 | 30.2 |
Europe Paperboard Packaging | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 174.5 | 139.7 |
Income (Loss) from Operations | 14.7 | 7 |
Depreciation and Amortization | $ 12.5 | $ 9.8 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net Income Attributable to Graphic Packaging Holding Company | $ 29.9 | $ 37 |
Weighted Average Shares: | ||
Basic (shares) | 310.6 | 312.9 |
Dilutive effect of RSUs (shares) | 0.7 | 1.2 |
Diluted (shares) | 311.3 | 314.1 |
Income Per Share - Basic (in dollars per share) | $ 0.10 | $ 0.12 |
Income Per Share - Diluted (in dollars per share) | $ 0.10 | $ 0.12 |
Redeemable Noncontrolling Int58
Redeemable Noncontrolling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Jan. 01, 2018 | |
Temporary Equity [Line Items] | ||
Shares issued threshold (in shares) | 61,638,409 | |
Shares outstanding (in shares) | 18,273,182 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 0 | |
Fair Value of Redeemable Noncontrolling Interest at January 1, 2018 | 282.4 | |
Net Income Attributable to Redeemable Noncontrolling Interest | 2.9 | |
Other Comprehensive Income, Net of Tax | 1 | |
Distributions of Membership Interest | (1.2) | |
Ending balance | $ 285.1 | |
Graphic Packaging International Partners (GPIP) | ||
Temporary Equity [Line Items] | ||
Shares issued (in shares) | 79,911,591 |
Equity (Details)
Equity (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance | $ 1,291.9 |
NACP Combination | 834.9 |
Net Income | 39.8 |
Other Comprehensive Income, Net of Tax | 19 |
Dividends Declared | (23.3) |
Compensation Expense Under Share-Based Plans | 3.1 |
Repurchase of Common Stock related to Share-Based Payments | (4) |
Distributions of Membership Interest | (3.6) |
Ending balance | 2,157.8 |
Graphic Packaging Holding Company Shareholders Equity | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance | 1,291.9 |
NACP Combination | 395.1 |
Net Income | 29.9 |
Other Comprehensive Income, Net of Tax | 15.9 |
Dividends Declared | (23.3) |
Compensation Expense Under Share-Based Plans | 3.1 |
Repurchase of Common Stock related to Share-Based Payments | (4) |
Ending balance | 1,708.6 |
Nonredeemable Noncontrolling Interest | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance | 0 |
NACP Combination | 439.8 |
Net Income | 9.9 |
Other Comprehensive Income, Net of Tax | 3.1 |
Distributions of Membership Interest | (3.6) |
Ending balance | $ 449.2 |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in AOCI (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | $ 1,291.9 |
Other Comprehensive (Loss) Income before Reclassifications | 19.4 |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | 0.6 |
Total Other Comprehensive Income, Net of Tax | 20 |
Ending balance | 2,157.8 |
AOCI Attributable to Parent | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (338.8) |
Ending balance | (322.9) |
Derivative Instruments | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (10.3) |
Ending balance | (10.9) |
Pension and Postretirement Benefit Plans | Pension Benefit Plans | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (242.5) |
Ending balance | (241.6) |
Pension and Postretirement Benefit Plans | Postretirement Benefit Plans | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | 15.8 |
Ending balance | 15.4 |
Currency Translation Adjustment | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (101.8) |
Ending balance | (85.8) |
Derivative Instruments Including Portion Attributable to NCI and Redeemable NCI | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Other Comprehensive (Loss) Income before Reclassifications | (0.7) |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | (0.1) |
Total Other Comprehensive Income, Net of Tax | (0.8) |
Pension and Postretirement Benefit Plan, Including Portion Attributable to NCI and Redeemable NCI | Pension Benefit Plans | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Other Comprehensive (Loss) Income before Reclassifications | 0 |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | 1.2 |
Total Other Comprehensive Income, Net of Tax | 1.2 |
Pension and Postretirement Benefit Plan, Including Portion Attributable to NCI and Redeemable NCI | Postretirement Benefit Plans | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Other Comprehensive (Loss) Income before Reclassifications | 0 |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | (0.5) |
Total Other Comprehensive Income, Net of Tax | (0.5) |
Currency Translation Adjustment, Including Portion Attributable to NCI and Redeemable NCI | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Other Comprehensive (Loss) Income before Reclassifications | 20.1 |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | 0 |
Total Other Comprehensive Income, Net of Tax | 20.1 |
AOCI Attributable to Noncontrolling Interest And Redeemable Noncontrolling Interest | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Total Other Comprehensive Income, Net of Tax | (4.1) |
Derivative Instruments, Portion Attributable to NCI and Redeemable NCI | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Total Other Comprehensive Income, Net of Tax | 0.2 |
Pension and Postretirement Benefit Plans, Portion Attributable to NCI and Redeemable NCI | Pension Benefit Plans | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Total Other Comprehensive Income, Net of Tax | (0.3) |
Pension and Postretirement Benefit Plans, Portion Attributable to NCI and Redeemable NCI | Postretirement Benefit Plans | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Total Other Comprehensive Income, Net of Tax | 0.1 |
Currency Translation Adjustment, Portion Attributable to NCI and Redeemable NCI | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Total Other Comprehensive Income, Net of Tax | $ (4.1) |
Accumulated Other Comprehensi61
Accumulated Other Comprehensive (Loss) Income - Reclassifications Out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Cost of Sales | $ 1,253.5 | $ 889.6 |
Other Expense (Income), Net | 0.9 | (0.2) |
Income before Income Taxes and Equity Income of Unconsolidated Entities | (47.5) | (54.2) |
Income Tax Expense | 5.1 | 17.6 |
Total Reclassifications for the Period | (42.4) | $ (36.6) |
Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total Reclassifications for the Period | 0.6 | |
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments Including Portion Attributable to NCI and Redeemable NCI | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Income before Income Taxes and Equity Income of Unconsolidated Entities | (0.1) | |
Income Tax Expense | 0 | |
Total Reclassifications for the Period | (0.1) | |
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments Including Portion Attributable to NCI and Redeemable NCI | Commodity Contracts | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Cost of Sales | (0.2) | |
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments Including Portion Attributable to NCI and Redeemable NCI | Foreign Currency Contracts | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Other Expense (Income), Net | 0.4 | |
Reclassification out of Accumulated Other Comprehensive Income | Derivative Instruments Including Portion Attributable to NCI and Redeemable NCI | Interest Rate Swap Agreements | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest Income, Net | (0.3) | |
Reclassification out of Accumulated Other Comprehensive Income | Pension and Postretirement Benefit Plan, Including Portion Attributable to NCI and Redeemable NCI | Pension Benefit Plans | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Prior Service Costs (Credits) | 0.1 | |
Actuarial (Losses) Gains | 1.4 | |
Income before Income Taxes and Equity Income of Unconsolidated Entities | 1.5 | |
Income Tax Expense | (0.3) | |
Total Reclassifications for the Period | 1.2 | |
Reclassification out of Accumulated Other Comprehensive Income | Pension and Postretirement Benefit Plan, Including Portion Attributable to NCI and Redeemable NCI | Postretirement Benefit Plans | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Prior Service Costs (Credits) | (0.1) | |
Actuarial (Losses) Gains | (0.5) | |
Income before Income Taxes and Equity Income of Unconsolidated Entities | (0.6) | |
Income Tax Expense | 0.1 | |
Total Reclassifications for the Period | $ (0.5) |