Bill Stankiewicz Copy Graphic Packaging 2011 External

Baird
2010 Industrials Conference
November 9th, 2010

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

© 2010 Graphic Packaging International, Inc.

Forward Looking Statements

Any statements of the Company’s expectations in this presentation constitute "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Such statements, including but not limited to, market trends and debt reduction, are based on
currently available i f
tl il bl information and are subject t various risks and uncertainties th t could cause actual results t diff materially f
ti d bj t to i i k d t i ti that ld t l lt to differ t i ll from
the Company's present expectations. These risks and uncertainties include, but are not limited to, the Company’s substantial amount
of debt, inflation of and volatility in raw material and energy costs, volatility in the credit and securities markets, cutbacks in consumer
spending that could affect demand for the Company’s products or actions taken by our customers in response to the difficult economic
environment, continuing pressure for lower cost products, the Company’s ability to implement its business strategies, including
productivity initiatives and cost reduction plans, currency movements and other risks of conducting business internationally, and the
impact of regulatory and litigation matters, including the continued availability of the Company’s net operating loss offset to taxable
income, and those that impact the Company’s ability to protect and use its intellectual property. Undue reliance should not be placed
on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company
undertakes no obligation to update such statements. Additional information regarding these and other risks is contained in the
Company's periodic filings with the SEC.

© 2010 Graphic Packaging International, Inc. 2

Company Overview

• Leading producer of innovative packaging solutions for a globally
consolidating consumer g
g goods industry
y
• Largest folding carton manufacturer in the U.S.
• Vertically integrated / value added supplier
• Worldwide manufacturing presence…. US, Canada, Mexico,
Europe, Asia Pacific and Brazil
• NYSE listed with equity market cap of ~$1.2 billion*
li t d ith it k t f $1 2 billi *
• LTM 9/30: Revenues of ~$4.1 billion
Cash provided by operations ~$355 million
$355
Adjusted EBITDA margin of 13.9%

See Appendix attached hereto for additional information and a reconciliation of Non-GAAP measures.
* As of 10/26/2010 © 2010 Graphic Packaging International, Inc. 3

Two Primary Business Areas
Industry Paperboard Packaging End Use
Paperboard Packaging
Health & Soap/Laundry
Beauty 2%
• 84% of total sales 2% Other
Beverage
Carriers
8%
Food Services 33%
• C
Concentration i f d & b
t ti in food beverage end d 5%
markets
• Vertically integrated network of 38 converting
facilities and 7 mills (over 80% integrated)
Dry Foods
29%
Frozen Foods
21%

Industry Multi-Wall & Specialty End Use
Multi‐Wall Bag & Specialty Packaging
M lti W ll B & S i lt P k i Other
Minerals 11%
10%
• 16% of total sales Agriculture
Chemicals and Foods
41%
• #1 US market share position of ~34% 10%

• Concentration in agriculture, pet and building
supply end markets Pet & Pet
Care
• 18 manufacturing facilities (17% integrated) 11%
Building
Materials
17%

–Source: Company filings, presentations and Mgmt estimate. –Source: RISI, PSSMA, and Mgmt estimate.

Key Products and Customers

Food
Household and
Personal Care

Multiwall Beverage

Labels Specialty Plastics

Microwave

Machinery
ac e y


Core Strategic Initiatives

1 2 3
Optimize Grow Build
Our Core Business By Leveraging Our Strengths The Right Execution Culture

• Industry Consolidation • Macro Economic Factors • Productivity/Execution
• Focus on Food & • Recycling an Important • Positive Momentum
Beverage Concern
• EBITDA & Margins
• Low Cost Supply Chain • New Product Innovations
• Cash Flow
• Geographic Expansion
• Net Debt Reduction
• Improve Leverage
Ratios

Utilize All A
Utili Assets t Expand Our Sources of C
t to E dO S f Competitive Ad
titi Advantage
t


Industry Consolidation

Top 5 Market Share Increased to 68% in 2008 from 44% in 2001
North American Folding Carton Market

MeadWestvaco
Rock-Tenn 11% Rock Tenn
Rock-Tenn
MeadWestvaco
IP 7% Other 12% Other
9%
7% 51% IP 32%
8%

Riverwood
5%

Graphic Cascades
13% 5%
Graphic
p
Smurfit Stone Packaging
8% 32%

2001 2008

Source: Goldman Sachs, Paperboard Packaging Council, and management estimates

Focus on Historically Stable Food &
Beverage Markets
2009 vs. 2008 Year-Over-Year Change in Spending + 0.6%
0.6%
+ 0.3%
Food Grocery &
- 0.3% Services & Liquor
- 0.6% General Drinking
Sporting Merchandise
Goods,
Hobbies,
- 3.4%
Books &
Clothing
Music
- 6.2%
Total Retail - 8.0%
%
& Food.
Services Electronics,
- 11.1% Appliances
Furnishings
- 12.1%
Auto

Consumer Trends Shift to “Take-Home” Products
• Buying less • Dry dinner mixes up 6%

• Buying more basic/necessity items • Frozen pizza up 3%

• Trading down to private label • Refrigerated products up 4%

• Making fewer shopping trips • Domestic beer up 1%

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

Supports Building a Low Cost Supply
Chain for National Accounts
Consumer Products: Cereal
Low Cost Mills

Industry Average
Cash Cost
h

Beverage: Beer

Combined operations yields board from
the lowest-cost mills in the U.S. to low
cost converting plants
t ti l t

Source: Bain Consulting © 2010 Graphic Packaging International, Inc. 9

And a Responsive Supply Chain for
Regional Food and Consumer Accounts
Midwest Region/Private Label East Region/Private Label
• Meat • Confectionary
• Facial tissue • Bakery
• Frozen Foods • Meat
• Dairy/Ice Cream • QSR/Food Service

West Coast Region/Private Label
• Facial tissue
• Raisins
• Frozen Foods
• Soap & Detergent

Centrally Managed Support Functions Locally Managed Support Functions
GPI Facilities • Overall demand/capacity balance • Customer Service
Regional • Raw Material Planning & Procurement
g • Sales
• Graphics/Prepress Support • Manufacturing
Paperboard Mill
• Field Technical Service



1 2 3
Optimize Grow Build

• Industry Consolidation • Macro Economic Factors • Productivity/Execution
Beverage Concern
• Cash Flow
• Improve Leverage
Ratios

Targeting the Right T
T ti th Ri ht Trends and Markets to Enhance Market Share
d dM k t t E h M k t Sh


Macro Economic Factors have Impacted
Consumer Purchasing Trends …
Declining GDP per Household High Unemployment

Blue Collar: 14%

White Collar: 4.5%

84% “I am looking closely at every spending
Customers are category to see where I can save”
spending cautiously
and are fo
d e focused o
ed on
savings 65% “I am eating at home more often”

93% “I expect to continue spending cautiously
even when the economy improves”

Customers are
“I am more open to trying private store brands
gravitating toward 84%
private label products products
p od cts that I was two years ago”
as t o ea s
in order to save


Recycling is Also an Important Concern
for Packaged Beverages Companies…

…Followed by the Use of Renewable Resources!
Source: BeveragePulse.com, July 2010
g , y


New Product Technology Focused on
These Consumer Trends
Consumer Convenience: Active consumer, grab and go
Microwave +10%
• Fills fast convenient meal option needs of consumers
• Major solutions launched at Nestle, Heinz and Kraft
Multipack experience double digit growth
• US energy drink multipack share has reached 70%
• Successful international launches in Poland, Mexico, China and Brazil

Value and Cost Reduction: Cost reduction; substitution

• Z fl te replacing corrugated and plastics + 20%
Z-flute corr gated
• Significant growth in Club Store channel

Brand B ildi Differentiating i a crowded space
B d Building: Diff ti ti in d d

Labels
• Patented HTL technology
Sustainability…newest key trend


International Presence is Growing

Strategic Presence In All Key Geographies

Mexico USA / Canada
• Opportunity to leverage Altivity • Dominant market share China
Chi
carton plant with local accounts • Low cost producer • Established office in 2006
• Structured a joint venture in 2008

Europe
• Refocused strategy to focus on
higher margin applications
Japan
p
• 90% share of beer market

Brazil
• Beverage and folding Australia
A t li
carton applications • Continued expansion with
beverage folding carton
applications


With New Products Around the World…

Asia Pacific:
Glass remains important but has
markedly weakened by PET and
Beverage Cans; Liquid Carton
posted significant unit gains

Western Europe:
Beverage Can gains at the
expense of Glass; Environment
concerns are favorable to
paperboard vs. plastic

16

16


1 2 3
Optimize Grow Build

• Industry Consolidation • Macro economic Factors • Productivity/Execution
Beverage Concern
• Cash Flow
• Improve Leverage Ratios

Culture D i
C lt Drives O
Operations and C h t Reduce Cost of Business
ti d Cash to R d C t fB i


Driving Productivity Through Better “Execution”

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

Continuous Improvement Cost Reductions
C ti I t C t R d ti
$60‐$80

$70
$64
$ Millions

$47 $46

2006 2007 2008 2009 2010 Target

“Why Lean ?
Why Lean”? - Improves Working Capital - Tools to Optimize Value Streams
- Increase Shop Floor Involvement - Increases “Horizontal” Culture


Positive Momentum in 2010 Results
Q3 Net Sales (YoY) YTD Q3 Net Sales (YoY)
$1,200 $3,500

$3,300
$1,125

$3,117.2 $3,083.4
$13.6 $3,100
$1,054.2 ($19.1)
$0.2 $1,042.8 ($5.9) ($4.7) ($4.1)
$1,050
($13.5)
($11.7)
$2,900

$975
$2,700

$900
$2,500
Q3 09 Price Volume Mix Other Q3 10 Q3 YTD 09 Price Volume Mix Other Q3 YTD 10

Q3 Adjusted EBITDA (YoY) YTD Q3 Adjusted EBITDA (YoY)
$180 $490

$13.6
$460
$109.3 $441.2
($3.6)
$160 $432.7 ($4.5)
$155.1 $430
$36.4 $1.8 $151.3
($19.1) (
($1.7)
)
$400
$140
$370

$340
$120 ($75.5)
$310
($52.0)

$280
$100
YTD 2009 Price Volume/Mix Inflation Perform Other YTD 2010
Q3 2009 Price Volume/Mix Inflation Perform Other Q3 2010


Cost Reduction + Integration = Margin Expansion

Pro Forma Adjusted EBITDA Margin

Integration savings ~$150 million a year

Continuous Improvement savings $60 -
16.7%
13.6%
15.8% $80 million per year
9.0% 8.2%
7.3%
7 3%

Industry leading EBITDA Margins
2008 2009 YTD Sept 2010

Paperboard Packaging Specialty/MWB Total Company

Quarterly Adj. EBITDA Margin
16.0%
14.4% 14.2% 14.0% 14.7% 14.5%
14.0%
12.7% 12.3% 12.6%
11.6% 11.5%
12.0%
10.0%
10.0%

8.0%

6.0%

4.0%

2.0%

0.0%
0 0%
Q1 Q2 Q3 Q4
2008 2009 2010


Improving Financial Performance
($ millions)

Historical Pro Forma Revenue

2.1% -7.2%
$5,000
$4,323 $4,415
$4,500
3.4%
3 4% -20.8% $4,096
$4 096 $4,062
$4 062
$4,000 $821 $849
$672 $669
$3,500 1.8% -4.0%

$3,000 $3,502 $3,566 $3,424 $3,393
$2,500
$2 500
2007 2008 2009 Sept 10 LTM
Paperboard Multi-Wall Bag & Specialty Packaging

Historical Pro Forma Adj. EBITDA
$580 $565
$556
$565

$550
10.8%
$535

$520 $505 -0.6%
$502
$505

$490

$475
2007 2008 2009 Sept 10 LTM


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

Cash Flow as a % of Sales Net Debt Reduction
(CF = Pro Forma Adj EBITDA ‐ Cap Ex ‐ Δ W/C ‐ Cash Tax)
14.0% $450
12.6%
11.7% $363
12.0% $375

10.0%
$300 $135

8.0%
8 0%
$225
5.8%
6.0%

$150
4.0%
$228
≈$200
≈$200
2.0% $75
$119

0.0% $0
2008 2009 Sept 2010 LTM 20081 2009 2010 Target

Operations Alt. Fuel Tax Credit

• Working capital velocity
• Disciplined Capex decision making
• EBITDA growth
Source: 2008 management estimate for 1/1/2008 – 3/10/2008; and GPK audited financial statements
1.) From Altivity Transaction date March 11, 2008 forward © 2010 Graphic Packaging International, Inc. 22

Low Cost / Flexible Debt Profile
Debt Profile as of 09/30/10 Debt Maturities
$2,000
Long-term debt (in millions): PF Q3'10**
$1,750
9.5% matures in 2013 $ 73
$1,500
Revolver matures in 2013 -
Term B matures in 2014 891 $1,250
Term C matures in 2014 1,052 $1,000
9.5% matures in 2017 425 $750
7.875% matures in 2018 250
$500
Other 4
Total $ 2,695 $250

Total cash and short term $0
investments: 136 2013 2014 2015 2016 2017 2018+

Net Debt $ 2,559 Revolver 9.5% in 2013 Term B Term C 9.5% in 2017 7.875% in 2018

• Reduced debt by $573 million since Altivity
Liquidity Position as of 9/30/10 transaction in March 2008
Amount
Revolver Li *
R l Line* $ 400.0
400 0 • Low cost debt structure
Borrowings* + LOCs (32.0)
Cash 166.3 • S&P Credit Rating upgraded to BB- from B+ in
Total Liquidity $ 534.3 July 2010
* Excludes international credit facilities • 9.5% Notes due 2013 recently addressed
• Substantial covenant cushion in bank debt
** Pro forma Q3’10 assumes ~$30M related to call of 9.5% Notes due 2013 occurred by 9/30/2010

Debt Structure Target

Current Ultimate Target

1
Net Leverage Ratio 4.5x 3.0x - 3.5x

Bank vs. Bond Debt Bank h
B k heavy Balanced
B l d

Maturity Concentrated Staggered

S&P Credit Rating BB- BB area

Net Leverage Ratio2

6.0x

4.8x 4.3x
~ 4.3x
3.0x ‐ 3.5x

2008 2009 2010 Target 2011 Target Ultimate Target

1.) Current Net Leverage Ratio as of 9/30/10
2.) Net debt/Pro forma Adjusted EBITDA (2008 and 2009)

Recent Achievements

1 2 3
Optimize Grow Build

Completed Merger $200+mm New Product September YTD 2010
Integration $119mm Sales in 2009* Adj. EBITDA Margin Up
Benefit in 2009 40 bps to 14 3% from
14.3%
Grown US Folding Carton
September YTD 2009
$64mm Other Cost Market Share to ~32%
Improvements in 2009 Q3 2010 LTM Cash
Grown Club Store Sales
Provided by Operations
y p
Increased Cycle Times to O er $100mm from
Over
of $355mm**
$34mm in 2006
Taken Limited Mill
Ended Q3 2010 with a
Downtime Developed Industry
Net Leverage Ratio of
Leading New Products in
Successfully Renegotiated
S f ll R ti t d 4.5x
45
Beverage, Microwave and
Several Labor Agreements
Strength Packaging S&P Credit Rating
Upgraded to BB- from
B
B+ in July 2010

*New products introduced in the last three years.
** Includes $37.6mm of Black Liquor tax credit. © 2010 Graphic Packaging International, Inc. 25

Strong Investment Thesis

• Leading market share in further consolidated market

• Strong and improving EBITDA margins

• Rapid deleveraging through substantial cash generation

• Positioned for growth
– Expanded product portfolio
– Global presence
– Market exposure will allow Graphic to lead upon economic
recovery


Appendix


Reconciliation
Reconciliation of Non-GAAP Financial Measures

The tables below set forth the calculation of the Company's earnings before interest expense, income tax expense, equity in the net
earnings of the Company's affiliates, depreciation and amortization ("EBITDA") and Adjusted EBITDA. Adjusted EBITDA excludes charges
associated with the Company's combination with Altivity Packaging, LLC and other Restructuring and Other Special Charges. The
Company s
Company's management believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors because
these measures are regularly used by management in assessing the Company's performance. EBITDA and Adjusted EBITDA are financial
measures not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"), and are not
measures of net income, operating income, operating performance or liquidity presented in accordance with GAAP.

EBITDA and Adjusted EBITDA should be considered in addition to results prepared in accordance with GAAP, but should not be
considered substitutes for or superior to GAAP results. In addition, our EBITDA, and Adjusted EBITDA may not be comparable to
Adjusted EBITDA or similarly titled measures utilized b other companies since such other companies may not calculate such measures
Adj d i il l i l d ili d by h i i h h i l l h
in the same manner as we do.

Nine Months Ended Twelve Months Ended
September 30, September 30,
In millions 2010 2009 2010 2009

Net Sales $ 3,083.4 $ 3,117.2 $ 4,062.0 $ 4,164.9

Net (Loss) Income $ (8.9) $ 24.6 $ 22.9 $ (33.1)
Add (Subtract):
Income Tax Expense 29.8 29.7 24.2 39.1
Equity in Net Earnings of Affiliates (1.4)
(1 4) (0.8)
(0 8) (1.9)
(1 9) (0.7)
(0 7)
Interest Expense, Net 134.0 158.0 172.4 216.2
Depreciation and Amortization 225.2 244.0 308.0 319.7
EBITDA 378.7 455.5 525.6 541.2
Charges Associated with Combination with Altivity 55.1 61.6 65.2 64.9
Asset Impairment and Shutdown Charges - 2.3 10.7 17.8
Loss on Modification or Extinguishment of Debt 7.4
74 7.1
71 7.4
74 7.1
71
Alternative Fuel Tax Credits Net of Expenses - (93.8) (44.0) (93.8)
Adjusted EBITDA $ 441.2 $ 432.7 $ 564.9 $ 537.2


Reconciliation
Nine Months Ended Year Ended
Twelve Months Ended September 30, December 31,
In millions September 30, 2010 2010 2009 2009 2008 2007
Net Sales $ 4,062.0 $ 3,083.4 $ 3,117.2 $ 4,095.8 $ 4,079.4 $ 2,421.2
Altivity Net Sales - - - - 335.6 1,902.1
Consolidated Pro Forma Net Sales $ 4,062.0 $ 3,083.4 $ 3,117.2 $ 4,095.8 $ 4,415.0 $ 4,323.3

Pro Forma Net Income (Loss) $ 22.9 $ (8.9) $ 24.6 $ 56.4 $ (124.2) (89.6)
Add (Subtract):
Income Tax Expense 24.2 29.8 29.7 24.1 35.1 26.9
Equity in Net Earnings of Affiliates (1.9) (1.4) (0.8) (1.3) (1.1) (0.9)
Interest Expense, Net 172.4 134.0 158.0 196.4 246.9 244.9
Depreciation and Amortization 308.0 225.2 244.0 326.8 287.7 295.6
Pro F
P Forma EBITDA 525.6
2 6 378.7
378 7 455.5
4 602.4
602 4 444.4
444 4 476.9
476 9
Charges Associated with Combination with Altivity 65.2 55.1 61.6 71.7 17.7 -
Asset Impairment and Shutdown Charges 10.7 - 2.3 13.0 15.5 18.6
Inventory Step Up Related to Altivity - - - - 24.4 -
Loss on Modification or Extinguishment of Debt 7.4 7.4 7.1 7.1 - 9.5
Alternative Fuel Tax Credits Net of Expenses (44.0) - (93.8) (137.8) - -
Consolidated Pro Forma Adjusted EBITDA $ 564.9 $ 441.2 $ 432.7 $ 556.4 $ 502.0 505.0

Pro Forma Net Sales by Segments:
Paperboard Packaging $ 3,393.3 $ 2,575.7 $ 2,605.9 $ 3,423.5 $ 3,565.7
Multi-wall Bag and Specialty Packaging 668.7 507.7 511.3 672.3 849.3
Total Pro Forma Net Sales $ 4,062.0 $ 3,083.4 $ 3,117.2 $ 4,095.8 $ 4,415.0

Pro Forma Adjusted EBITDA by Segments:
Paperboard Packaging $ 541.0 $ 430.8 $ 432.3 $ 542.5 $ 484.0
Multi-wall Bag and Specialty Packaging 52.6 36.9 39.2 54.9 76.1
Corporate (28.7) (26.5) (38.8) (41.0) (58.1)
Total Pro Forma Adjusted EBITDA $ 564.9 $ 441.2 $ 432.7 $ 556.4 $ 502.0

Pro Forma Adjusted EBITDA Margin by Segment:
Paperboard Packaging 15.9%
15 9% 16.7%
16 7% 16.6%
16 6% 15.8%
15 8% 13.6%
13 6%
Multi-wall Bag and Specialty Packaging 7.9% 7.3% 7.7% 8.2% 9.0%
Total Pro Forma Adjusted EBITDA Margin 13.9% 14.3% 13.9% 13.6% 11.4%


Reconciliation

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.

September 30, December 31, December 31, March 31,
Calculation of Net Debt: 2010 2009 2008 2008
Short-Term Debt and Current Portion of Long-Term Debt $ 28.8 $ 17.6 $ 18.6 $ 20.3
Long-Term Debt 2,696.9
2 696 9 2,782.6
2 782 6 3,165.2
3 165 2 3,134.4
3 134 4
Less:
Cash and Cash Equivalents (166.3) (149.8) (170.1) (21.9)
Total Net Debt $ 2,559.4 $ 2,650.4 $ 3,013.7 $ 3,132.8

LTM Proforma Adjusted EBITDA $ 564.9 556.4 502.0

Net Leverage Ratio 4.5 4.8 6.0


Bill Stankiewicz Copy Graphic Packaging 2011 External

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