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© 2012 Graphic Packaging International, Inc. 1

Graphic Packaging International, Inc.

Investor Presentation

June 4th – 5th, 2012


We Provide Packaging Solutions That Improve the World in Which We Live.

Graphic Packaging Business Overview & Investment Highlights


Provides innovative packaging solutions

Largest folding carton manufacturer in the U.S.

Vertically integrated, low cost supplier

Global presence for global customers with

facilities in

U.S., Canada, Mexico, Europe, Asia

Pacific and Brazil

Q1’12 TTM Financial Summary

Revenue: $4,273mm (up 4.4%)

Adjusted EBITDA: $599mm (up 4.7%)

Operating Cash Flow: $414mm (up

12.1%)

Q1’12 TTM Segment Revenue Breakdown

Paperboard Packaging: 85%

Flexible Packaging: 15%

Key Products

Food & Consumer

Packaging

Beverage Carrier

Cartons

Household and

Personal Care

Packaging

Microwaveable Products

Multi-wall

Bags

Heat Transfer &

Lithographic

Labels

Packaging Systems &

Machinery

Specialty Plastics

Graphic Packaging at a Glance

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


Centrally Managed and Integrated Global Supply Chain to Our Customers

Q1’12 TTM Revenue $3,619mm (up 3.8%)

Largest U.S. producer of folding cartons

Focused on food & beverage end markets

Acquired Sierra Pacific Packaging to broaden markets and customer base

Vertically integrated network of 33 converting facilities and 7 mills (80+% integrated) making ~ 2.3M tons of paperboard

2 virgin (CUK(1)) mills produced ~1.5 mm tons in FY’11

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

Industry End Markets Key Facts

Fiber Supply

Packaging Machinery

Carton Converting

Global Innovation & Carton Development

Paperboard Production

Wood

OCC

1) Coated unbleached kraft.

2) Coated-recycled board.

3) Uncoated-recycled board.

Segment Info: Paperboard Packaging Business Overview


Industry End Markets Key Facts

Agri-Chem

&

Food

41%

Building

Materials

17%

Pet & Pet

Care

11%

Chemicals

10%

Minerals

10%

Other

11%

New Innovative Market Launches to Drive Growth

Woven Poly Prop MWB with FreshLok

and Next Generation Slider

Hybrid Bag

Paper/Plastic

Combination

Q1’12 TTM Revenue $654mm (up 8.1%)

Solid cash flow generation

Combined with Delta Natural Kraft and Mid-America

Packaging for industry consolidation with $20+ mm of

synergies expected by 2013

Leading market share in multi-wall bags

Upside in agriculture, building supply, and other cyclical

end markets

Only integrated company in the space with 1 mill and

16 manufacturing facilities

Growth opportunity in woven polypropylene with a

dedicated plant

Segment Info: Flexible Packaging Business Overview


Multifaceted Strategy Proven During Difficult Operating Environment

Supply chain optimization and disciplined investments in asset base to gain operational efficiencies

Implement price increases to recover cost inflation

Invest in innovation

Opportunistically evaluate strategic acquisitions

Continue to broaden global reach

Extensive continuous improvement programs to reduce costs

Invest in energy solutions and sustainable packaging

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

Optimize our core business

Grow by leveraging our strengths

Build a high performance culture


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

Major Customers

56 Locations 3 Locations 6 Locations 3 Locations

Major Customers Major Customers Major Customers

Our Customers Are Global Food, Beverage and Consumer Products Companies

We Grow Globally with Our Customers

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

2001 Today a Transformed Industry

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

Coated

Recycled

Board

Coated

Unbleached

Kraft

Other

Riverwood

Rock-Tenn

IP

Smurfit Stone

MeadWestvaco

Graphic

Packaging

13% 9%

8%

7%

7%

5%

51%

Resulting in Leading

Market Share

MWV

GPK55%

45%

GPK

35%

RKT

26%

Paperworks

11%

Other

28%

© 2012 Graphic Packaging International, Inc.

Source: Bain Consulting.

GPK Converting Facility

GPK Paperboard Mill

Industry Average

Ca

sh

Co

st

Example: Cereal Customers

West Coast Region /Private Label

• Craft Beer

• Facial tissue

• Raisins

• Frozen Foods

• Soap & Detergent

Midwest Region / Private Label

• Meat

• Facial tissue

• Frozen Foods

• Dairy/Ice Cream

East Region / Private Label

• Confectionary

• Bakery

• Meat

• QSR/Food Service

Centrally Managed Support Functions

• Overall Demand / Capacity Balance

• Raw Material Planning & Procurement

• Graphics / Prepress Support

Locally Managed Support Functions

• Customer Service

• Sales

• Manufacturing

• Field Technical Service

National Accounts Regional Accounts Low Cost Mills

Combined Operations Yield Board from Low Cost Mills in the U.S. to Low Cost Converting Plants

Continue to Optimize Supply Chain

9


$64$70

$46$47

$101

$76$60-$80

2006 2007 2008 2009 2010 2011

(Prelim)

2012

(Target)

Key project savings over next 3 years

Energy reduction/sourcing

• Biomass boiler

• Heat recovery

Productivity investments

• Higher pressure drying cans

• Automated threading systems

• New top felt run

Waste reduction

Productivity Investments

• Make ready improvement

• Decrease in press conversion times

Plant consolidation

Plant consolidation

Vertical Integration

Mills

Converting

Flexible

Strong Backlog of Cost Reduction Projects

SG&A

Cost reduction projects that will deliver $60-$80 million annual benefit over next several years have been planned and/or in process

Dedicated continuous improvement resources to drive execution

Capex approved for major projects

Continuous Improvement Cost Reduction

($ in millions)


- 12.1%

- 8.0%

- 3.4%

- 0.6%

+ 0.6%

Total Retail & Food. Services

Auto

Furnishings

Electronics,

Appliances

Clothing

Sporting

Goods,

Hobbies,

Books &

Music

General

Merchandise

Food

Services &

Drinking

Grocery &

Liquor

Source: A.C. Nielsen and US Bureau of Labor Statistics.

- 6.2%

- 11.1%

- 0.3%

+ 0.3%

2009 Recession + 0.6%

Relatively Stable Consumer End-Markets in Difficult Times

Overall, GPK weathered the recession relatively well due to its end market exposures


Virgin mills use 100% locally grown pine

as fiber source

CRB is made from 100% recycled fibers

Since 2008, our mills have reduced their

carbon footprint by 6%

Reduced water usage by 2% on a per

ton basis

15% less packaging than original box

Saves enough packaging in one year to

wrap the world in a ring of new boxes

Made from renewable material (pine

trees)

Still recyclable

Renew

Recycle

Regenerate

Our Products Address Global Concerns Regarding Sustainability

Compost

New CUK Carton to Replace Litho-Lam

Graphic Packaging Mills

12


Focus on Innovation

Growth from New Product Innovation

Consumer Convenience

Brand Building

Value and Cost Reduction

Sustainability

Benefits to End Consumers Benefits to GPI Benefits to Customers

Easier to open & dispense

More choice at retail due to additional “facings”

Sustainability

15% less packaging than original corrugated box

Extra retail “facings”

Material and transport savings

75k tons annually of new business

Corrugated moved to paperboard

Improved sustainability measures: energy & water usage, emissions

RECENT WIN:

Drink pouch packaging


GPI’s efforts in China are focused on the fast growing

dairy and beverage segments

Large dairy market unveiled for multipack and world’s largest beer consumption with over 5% growth

Urbanization and brand competition leads the multipack potential: increasing income and growing middle class have triggered the demand for premium products in soft drinks, beer and dairy

Trends of switching from manual to automated packaging machines to drive labor-cost-savings and higher production efficiency

Aseptic Pkgs Can Solutions JC Wraps

Broaden Global Reach Right Products for Right Geographies

14


Strategic Tuck-Under Acquisitions & Combinations

Purchase price of $51.9 million:

~5x EBITDA (including synergies)

Expect ~$4 million of annualized synergies

Converting and mill optimization

Strategic Motivation

Expands West Coast market share with low cost Northern CA converting business

Increases integration of Santa Clara mill

Attractive new markets

– Micro and Craft Brewery and Wine box

Joint Venture (GPI owns 87%)

Neither party received cash consideration

Expect ~$20+ million of annualized synergies

Vertical integration

Facility/overhead optimization

Strategic Motivation

Further strengthens GPI’s #1 position in multi-wall bag packaging

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

Delta Natural Kraft/Mid-America Packaging: Q4 2011

Sierra Pacific Packaging: Q2 2011



Seasoned and Committed Management Team

160+ Years of Combined Experience in the Paper & Packaging Industry

Experience (Years)

Name Title GPK Industry

David W. Scheible President and Chief Executive Officer 13 26

Daniel J. Blount Senior Vice President and Chief Financial Officer 14 14

Michael P. Doss Executive Vice President, Commercial Operations 22 22

Kristopher L. Dover Senior Vice President, Flexible Group 18 23

Alan R. Nichols Senior Vice President, Mills Division 22 22

Stephen R. Scherger Senior Vice President, Consumer Packaging Division 0 26

Michael R. Schmal Senior Vice President, Beverage Packaging Division 31 36

Joseph P. Yost Senior Vice President, Supply Chain 22 22


Financial Overview


Financial Performance Trends Demonstrate Strong Execution of Our Strategy

Adjusted EBITDA & Margin

Cash Flow from Operations Net Leverage

Revenue


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


Q1’12 Earnings: Financial Improvement Continues

$ millions

Revenues up by 6.7%

Adjusted EBITDA up 5.1%

Adjusted Net Income up 35.0%

Graphic Flexible Packaging

– Soft agro-feed business demand

– Investing for higher levels of integration such as

in-sourcing of kraft paper

– Integration ahead of plan


Q1'12 Q1'11 Var

TTM

Q1'12

TTM

Q1'11 Var

Revenues $1,067.2 $1,000.6 $66.6 $4,272.9 $4,091.5 $181.4

Adjusted EBITDA $150.0 $142.7 $7.3 $598.6 $571.8 $26.8

Adj. N.I. (normalized tax rate) $24.7 $18.3 $6.4 $105.1 $67.0 $38.1

Adj. EPS (normalized tax rate) $0.06 $0.05 $0.01 $0.27 $0.19 $0.08

EBITDA Margin

Segment Q1’12 Q1’11

Paperboard 17.3% 17.2%

Flexible 3.9% 6.3%

Total 14.1% 14.3%


Poised to Continue Performance Improvement A

dj.

EB

ITD

A i

n $

mil

lio

ns

Primed for Continued Improvement

$572

~$105

~($9)

~($116)

~$72 ~$6 $599

~$(31)

200

300

400

500

600

700

$800

Q1'11 TTM Price Volume/Mix* Commodity Inflation

Labor, Benefit & Other Inflation

Performance FX/Other Q1'12 TTM

Continued investment in product innovation to expand addressable market

Vertical integration drives production optimization

Contractual inflation recovery and “net purchaser of paperboard” position

$60-$80 million annual cost reduction

Strong infrastructure for creating value with “tuck-under” acquisitions

*Includes market related downtime.


Actively Manage Risk of Input Cost Inflation and Paperboard Demand

• Energy

– Hedging strategy on natural gas

– New investments in bio-mass

• Secondary Fiber – Midwest mills with cost advantage

– Internal consumption of mill and converting scrap

programs

• Wood – Virgin fiber mills located in prime wood baskets

• ~85% of paperboard packaging business under

multiyear contract

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

• Over 200,000 tons purchased

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

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

Converting

Folding Carton Cost Breakdown

Secondary Fiber

14.4%

Energy

12.4%

Freight/Packaging

5.9%

Virgin Wood

15.2% Labor &

Overhead

33.7%

Chemicals

18.5%

Variable

Costs

21.1%

Fixed Costs

24.4%

Board

54.5% 80+%

Vertically

Integrated

Paperboard Production

Proven Strategy to Minimize Input Volatility

Customer Contracts w/ Inflation Recovery Provisions

Convert More Paperboard than Mills Produce


Debt Profile and Liquidity

1) Since March 2008

Debt Profile Refinancing • New $2 billion secured loan facilities

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

– Provides operating flexibility

• Enhanced baskets for cash dividend, share

repurchases and other investments

• Potential 2013 refinancing of 9.5% Notes due

in 2017

Domestic Liquidity • Significant liquidity of ~$512 million (at 3/12)

Cumulative Net Debt Reduction Since 2008¹

22

$119

$482

$692

$1,039 $1,010

2008¹ 2009 2010 2011 Q1'12

Q1'12 Amount

($ millions)

Cash & Cash in Equivalents 30$

$1B Revolver (Matures in 2017) 465

Term Loan A (Matures in 2017) 1000

9.500% Notes (Matures in 2017) 425

7.785% Notes (Matures in 2018) 250

Other 12

Net Debt 2,122$

0.8x

x Q1'12 TTM

EBITDA

3.2x

3.5x

3.6x

2.4x

3.6x


• Expect ~$200 million net debt reduction

– Impacted by one time items:

• Biomass Boiler Capital Expenditures

• Refinance Costs

• Delta Natural Kraft Integration Costs

• Normalized Cash “run rate” ~$260 million

• End year entering top-end of leverage target

Debt

Story

to

Equity

Play

• $1.1 billion NOL will continue to benefit

Free Cash Flow Yield

• Potential cash deployment

• Dividend

• Tuck-under acquisitions

-3.6%

-1.2%

2.5%

5.7% 5.8%

8.3%

11.8% 13.4%

7.0x

7.8x

6.7x 6.7x

8.1x

5.8x 6.3x 6.4x

0.0x

2.5x

5.0x

7.5x

10.0x

-5.0%

-1.0%

3.0%

7.0%

11.0%

15.0%

MWV CCK PKG SON BLL RKT IP GPK

---

Co

ns

en

su

s 2

01

2 E

st.

E

V/E

BIT

DA

*

TT

M F

CF

Yie

ld %

*

Peer Group Valuations & FCF Yield

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

* Data pulled from Bloomberg as of 5/31/2012.

2013 2012

GPK Valuation Considerations

• GPK has hybrid paper/packaging

characteristics

– ~95% of revenues from packaging

– Net purchaser of paperboard

• More stable revenue base – Food &

Beverage end markets

• NOL value may not be fully

recognized by market

• Strong cash flow yield indicates

market may under value GPK


Attractive Diluted Adj. EPS Growth

Summary Value Proposition

Current Profile

Created a highly integrated business model with

stable end markets

Lowering operational and financial costs to

generate cash and earnings

Positioned to utilize GPK’s $1.1 billion NOL

Transitioning from a Debt Story to an Equity Play

– Enter target net leverage range end of 2012

Unique Investment Thesis

24 1) Presented on pro forma basis.

$(0.18)$(0.19)

$0.03

$0.22

$0.26

2007¹ 2008¹ 2009 2010 2011

Future Profile

• Attractive earnings growth

• Valuation upside potential given strong free cash

flow yield (~13%)

• Cash usage to benefit shareholders (dividend

and/or business investment)


Investment Highlights

Leading Market

Position

Success with Tuck-

Under Acquisitions

Low Cost Producer

with Optimized

Supply Chain

Product Innovation

and Sustainability

Seasoned and

Committed

Management Team

Long-Term

Relationships with

Blue-Chip Customers

Consistent Demand

from Stable End-

Markets

Strong Backlog of

Cost Reduction

Initiatives


Appendix


Reconciliation of Q1’12 TTM/2011/2010/2009/2008 Non - GAAP and Pro forma Results

TTM March 31

In millions 2012 2011 2010 2009 2008 1

Net Sales 4,272.9$ 4,206.3$ 4,095.0$ 4,095.8$ 4,079.4$

Altivity Net Sales - - - - 335.6

Consolidated Net Sales 4,272.9$ 4,206.3$ 4,095.0$ 4,095.8$ 4,415.0$

Net Income Attributable to Graphic Packaging Holding Company 267.4$ 276.9$ 10.7$ 56.4$ (99.7)$

Add (Subtract):

Net Loss Attributable to Noncontrolling Interests (1.6) (1.7) - - -

Income Tax Expense (219.7) (229.8) 27.5 24.1 34.4

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

Interest Expense, Net 137.7 144.9 174.5 196.4 215.4

Depreciation and Amortization 293.7 292.3 299.3 326.8 269.2

EBITDA 475.4 480.5 510.4 602.4 418.2

Charges Associated with Business Combinations 3.4 2.4 55.1 71.7 17.7

Asset Impairment and Other Special Charges 12.5 10.0 - 13.0 15.5

Goodwill Impairment Charge 96.3 96.3 - - -

Inventory Step Up Related to Altivity - - - - 24.4

Loss on Modification or Extinguishment of Debt 11.0 2.1 8.4 7.1 -

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

Adjusted EBITDA 598.6 591.3 573.9 556.4 475.8

Altivity Adjusted EBITDA - - - - 26.2

Consolidated Adjusted EBITDA 598.6$ 591.3$ 573.9$ 556.4$ 502.0$

Net Income Attributable to Graphic Packaging Holding Company 267.4$ 276.9$ 10.7$ 56.4$ (99.7)$

Altivity Net Loss - - - (24.5)

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

Asset Impairment and Other Special Charges (Net of Tax) ** 8.3 6.2 - 13.0 15.5

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


Loss on Modification or Extinguishment of Debt (Net of Tax) ** 6.7 1.3 8.4 7.1 -


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

Adjusted Net Income (Loss) 98.7$ 100.7$ 74.2$ 10.4$ (66.6)$

Per Share - Basic

Net Income (Loss) Attributable to Graphic Packaging Holding Company 0.69$ 0.74$ 0.03$ 0.15$ (0.26)$

Altivity Net Loss - - - - (0.07)$








Adjusted Net Income (Loss) Per Share * 0.25$ 0.27$ 0.22$ 0.03$ (0.19)$

Per Share - Diluted

Net Income (Loss) Attributable to Graphic Packaging Holding Company 0.68$ 0.73$ 0.03$ 0.15$ (0.26)$

Altivity Net Loss - - - - (0.06)$








Adjusted Net Income (Loss) Per Share * 0.25$ 0.26$ 0.22$ 0.03$ (0.19)$

Weighted Average Number of Shares Outstanding - Basic 388.2 376.3 343.8 343.1 341.6

Weighted Average Number of Shares Outstanding - Diluted 392.0 381.7 347.4 344.6 341.6

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

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

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

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

Reconciliation of Non-GAAP Financial Measures

Year Ended December 31,

* May not foot due to rounding

** The tax impact is for 2011 and 2012

1) Presented on a pro forma basis.


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

TTM March 31 TTM March 31 March 31,

2012 2011 2011

Income before Income Taxes and Equity Income of Unconsolidated Entities 44.0$ 51.3$ 29.3$

Charges Associated with Business Combination 3.4 46.6

Asset Impairment and Other Special Charges 12.5 - -

Goodwill Impairment Charge 96.3 - -

Loss on Modification or Extinguishment of Debt 11.0 8.4 -

Adjusted Pre-Tax Income 167.2 106.3 29.3

Income Tax Expense at Normalized Tax Rate of 38.5% prior to Q1'12 (65.8) (40.9) (11.3)

Income before Equity Income of Unconsolidated Entities 101.4 65.4 18.0

Equity Income of Unconsolidated Entities 2.1 1.6 0.3

Income Attributable to Noncontrolling Interests 1.6

Adjusted Net Income with Normalized Tax Rate 105.1$ 67.0$ 18.3$

Weighted Average Number of Shares Outstanding - Diluted 392.0 347.4 349.8

Adjusted Net Income with Normalized Tax Rate Per Diluted Share 0.27$ 0.19$ 0.05$


Reconciliation Non-GAAP Financial Measures

March 31, December 31, December 31, December 31, December 31,

Calculation of Net Debt: 2012 2011 2010 2009 2008 1

Short-Term Debt and Current Portion of Long-Term Debt 49.8 30.1 26.0$ 17.6$ 18.6$

Long-Term Debt 2,102.7 2,335.7 2,553.1 2,782.6 3,165.2

Less:

Cash and Cash Equivalents (30.2) (271.8) (138.7) (149.8) (170.1)

Total Net Debt 2,122.3$ 2,094.0$ 2,440.4$ 2,650.4$ 3,013.7$

Adjusted EBITDA 598.6 591.3 573.9$ 556.4 502.0

Net Leverage Ratio 3.5 3.5 4.3 4.8 6.0

1) Presented on a pro forma basis.

Reconciliation of Non-GAAP Financial Measures

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

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

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

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

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

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

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