##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   COMMISSION FILE NUMBER:
    001-33988
 Graphic Packaging Holding
    Company
 (Exact name of registrant as
    specified in its charter)
  Delaware

26-0405422(State of
    incorporation)

(I.R.S. employer
    identification no.)814 Livingston Court, Marietta, Georgia

30067(Address of principal executive
    offices)

(Zip Code)   (770) 644-3000
  Registrants telephone number, including area code:
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value per share

New York Stock ExchangeSeries A Junior Participating Preferred Stock

New York Stock ExchangePurchase Rights Associated with the Common Stock   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Form 10-K.




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##### 





TABLE OF
    CONTENTS OF
    FORM 10-K
  
 INFORMATION CONCERNING FORWARD-LOOKING
    STATEMENTS


3PART IITEM 1.

BUSINESS


4ITEM 1A.

RISK FACTORS


10ITEM 1B.

UNRESOLVED STAFF COMMENTS


13ITEM 2.

PROPERTIES


13ITEM 3.

LEGAL PROCEEDINGS


14ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


14EXECUTIVE OFFICERS OF THE REGISTRANT


14PART IIITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


17ITEM 6.

SELECTED FINANCIAL DATA


18ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


19ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
    MARKET RISK


35ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


37ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


87ITEM 9A.

CONTROLS AND PROCEDURES


87ITEM 9B.

OTHER INFORMATION


88PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


89ITEM 11.

EXECUTIVE COMPENSATION


89ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


89ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


89ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


89PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


90SIGNATURES


96EX-10.32EX-10.38EX-10.39EX-10.40EX-10.41EX-10.42EX-10.43EX-14.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



INFORMATION
    CONCERNING FORWARD-LOOKING STATEMENTS   3




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Overview
          Products
    Paperboard
    Packaging
    
    convenience through ease of carrying, storage, delivery,
    dispensing of product and food preparation for consumers;
    a smooth surface printed with high-resolution, multi-color
    graphic images that help improve brand awareness and visibility
    of products on store shelves; and
    durability, stiffness and wet and dry tear strength; leak,
    abrasion and heat resistance; barrier protection from moisture,
    oxygen, oils and greases as well as enhanced microwave heating
    performance. 4




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##### Table of Contents




    beverage, including beer, soft drinks, energy drinks, water and
    juices;
    food, including cereal, desserts, frozen, refrigerated and
    microwavable foods and pet foods;
    prepared foods, including snacks, quick-serve foods for
    restaurants and food service products; and
    household products, including dishwasher and laundry detergent,
    health care and beauty aids, and tissues and papers.    Strength Packaging.
  Promotional Packaging.
  Convenience Packaging.
  
    beverage multiple-packaging  Multi-packs for beer,
    soft drinks, energy drinks, water and juices;
    active microwave technologies  Substrates that
    improve the preparation of foods in the microwave; and
    easy opening and closing features  Pour spouts and
    sealable liners.  Barrier Packaging.
        2010 Net TonsLocation

Product

# of Machines


ProducedWest Monroe, LA

CUK


2



736,000Macon, GA

CUK


2



604,000Kalamazoo, MI

CRB


2



436,000Battle Creek, MI

CRB


2



163,000Middletown, OH

CRB


1



158,000Santa Clara, CA

CRB


1



139,000Pekin, IL

URB


1



41,000West Monroe, LA

Containerboard


2



176,000    5




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##### Table of Contents



CUK Production.
  CRB Production.
  URB Production.
  Containerboard.
    Flexible
    Packaging
        Joint
    Ventures
    Marketing
    and Distribution
  Coca-Cola
 6




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Competition
            Raw
    Materials
  Paperboard
    Packaging
         7




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Flexible
    Packaging
        Energy
    Backlog
    Seasonality
    Research
    and Development
       8




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Patents
    and Trademarks
  ® ® ® tm ® ® ® ® tm ® ® ® ® ®
  Culture
    and Employees
      Environmental
    Matters
    Available
    Information
  http://www.graphicpkg.com Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
 9




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS    The
    Companys substantial indebtedness may adversely affect its
    financial health, its ability to obtain financing in the future,
    and its ability to react to changes in its business.
        Significant
    increases in prices for raw materials, energy, transportation
    and other necessary supplies and services could adversely affect
    the Companys financial results.
    There is
    no guarantee that the Companys efforts to reduce costs
    will be successful.
   10




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If a
    material percentage of the ownership interests in the
    Companys stockholders who own five percent or more of the
    Companys common stock are sold or transferred, the
    Companys ability to use its net operating losses to offset
    its future taxable income may be limited under Section 382
    of the Internal Revenue Code.
        Work
    stoppages and other labor relations matters may make it
    substantially more difficult or expensive for the Company to
    manufacture and distribute its products, which could result in
    decreased sales or increased costs, either of which would
    negatively impact the Companys financial condition and
    results of operations.
    The
    Company is subject to environmental, health and safety laws and
    regulations, and costs to comply with such laws and regulations,
    or any liability or obligation imposed under such laws or
    regulations, could negatively impact its financial condition and
    results of operations.
   11




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The
    Company may not be able to adequately protect its intellectual
    property and proprietary rights, which could harm its future
    success and competitive position.
    Competition
    for sales of the Companys products could have an adverse
    effect on the Companys financial results.
    The
    Companys working capital, cash flow and profitability
    could be adversely impacted by the economic conditions, changes
    in governmental regulations, and the global consolidation of the
    businesses of the Companys customers.
     12




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##### Table of Contents



The
    Companys reliance on a large number of financial
    institutions for a significant portion of its cash requirements
    could adversely affect the Companys liquidity and cash
    flow.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  Headquarters
    Operating
    Facilities
    Segment and Location

Related Products or Use of FacilityPackaging Segment:Battle Creek, MI

CRBKalamazoo, MI

CRBMacon, GA

CUKMiddletown, OH

CRBPekin, IL

URBSanta Clara, CA

CRBWest Monroe, LA

CUK; Containerboard; Research and DevelopmentAtlanta, GA

Folding CartonsBristol, Avon, United Kingdom

Folding CartonsCarol Stream, IL

Folding Cartons; Research and DevelopmentCentralia, IL

Folding CartonsCharlotte, NC

Folding CartonsCincinnati, OH

Folding CartonsElk Grove,
    IL(a)

Folding CartonsFort Smith,
    AR(a)

Folding CartonsGordonsville, TN

Folding CartonsIdaho Falls, ID

Folding CartonsIgualada, Barcelona,
    Spain(a)

Folding Cartons; Packaging Machinery Engineering Design and
    ManufacturingIrvine, CA

Folding Cartons; Design CenterJundiai, Sao Paulo, Brazil

Folding CartonsKalamazoo, MI

Folding CartonsKendallville, IN

Folding CartonsLa Porte, IN

Folding CartonsLawrenceburg, TN

Folding CartonsLumberton, NC

Folding CartonsMarion, OH

Folding CartonsMasnieres, France

Folding CartonsMenasha, WI

Folding Cartons; Research and DevelopmentMississauga, Ontario, Canada

Folding Cartons; Research and DevelopmentMitchell, SD

Folding Cartons 13




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##### Table of Contents



Segment and Location

Related Products or Use of FacilityOrchard Park, CA

Folding CartonsPacific, MO

Folding CartonsPerry, GA

Folding CartonsPiscataway, NJ

Folding CartonsQueretaro, Mexico

Folding CartonsRenton, WA

Folding CartonsSolon, OH

Folding CartonsTuscaloosa, AL

Folding CartonsValley Forge, PA

Folding Cartons; Design CenterWausau, WI

Folding CartonsWest Monroe,
    LA(a)

Folding CartonsFlexible Packaging:Arcadia, LA

Multi-wall BagBrampton, Ontario, Canada

PlasticsDes Moines, IA

PlasticsEastman, GA

Multi-wall BagFowler, IN

Multi-wall BagJacksonville,
    AR(b)

Multi-wall BagKansas City, MO

Multi-wall BagLouisville, KY

Multi-wall BagMilwaukee, WI

PlasticsNew Philadelphia, OH

Multi-wall BagNorth Portland, OR

Multi-wall BagNorwood, OH

LabelsPortage, IN

Contract ManufacturingQuincy, IL

Multi-wall BagSalt Lake City, UT

Multi-wall BagSchaumburg, IL

PlasticsWellsburg, WV

Multi-wall BagOther:Concord, NH

Research and DevelopmentCrosby, MN

Packaging Machinery Engineering Design and ManufacturingMarietta, GA

Research and Development; Packaging Machinery Engineering Design   Notes:
  (a)
    
    Multiple facilities in this
    location.(b)
    
    The Company has announced the
    intended closure of the location.  ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   EXECUTIVE
    OFFICERS OF THE REGISTRANT  Form 10-K,
  David W. Scheible
 14




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Daniel J. Blount ,
  Cynthia A. Baerman,
  John C. Best,
  Michael P. Doss ,
  Kristopher L. Dover,
  Deborah R. Frank,
 15




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Philip H. Geminder, II,
  Stephen A. Hellrung, ,
  Alan R. Nichols
  Michael R. Schmal,
  Joseph P. Yost,
 16




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2010


2009High


Low


High


LowFirst Quarter

$
4.10


$
3.00


$
1.25


$
0.58Second Quarter


3.99



2.85



2.46



0.82Third Quarter


3.78



3.02



2.31



1.55Fourth Quarter


4.07



3.20



3.67



2.24       Total
    Return to Stockholders
    
  12/31/05

12/31/06

12/31/07

12/31/08

12/31/09

12/31/10Graphic Packaging Holding Company

$
100.00


$
189.91


$
161.84


$
50.00


$
152.19


$
170.61S&P 500 Stock Index


100.00



115.80



122.16



76.96



97.33



111.99DJ U.S. Container & Packaging Index


100.00



112.09



119.63



75.00



105.34



123.56  17




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Year Ended December 31,In millions, except per share amounts

2010


2009


2008


2007


2006Statement of Operations Data:Net Sales

$
4,095.0


$
4,095.8


$
4,079.4


$
2,421.2


$
2,321.7Income from Operations


219.5



282.7



149.9



151.2



93.8Income (Loss) from Continuing Operations


10.7



56.4



(98.8
)


(49.1
)


(97.4
)Loss from Discontinued Operations,Net of Taxes










(0.9
)


(25.5
)


(3.1
)Net Income (Loss)


10.7



56.4



(99.7
)


(74.6
)


(100.5
)Income (Loss) Per Share  Basic and Diluted:Continuing Operations


0.03



0.16



(0.31
)


(0.24
)


(0.48
)Discontinued Operations










(0.00
)


(0.13
)


(0.02
)Total


0.03



0.16



(0.32
)


(0.37
)


(0.50
)Weighted average number of shares outstanding:Basic


343.8



343.1



315.8



201.8



201.1Diluted


347.4



344.6



315.8



201.8



201.1Balance Sheet Data:(as of period end)Cash and Equivalents

$
138.7


$
149.8


$
170.1


$
9.3


$
7.3Total Assets


4,484.6



4,701.8



4,983.1



2,777.3



2,888.6Total Debt


2,579.1



2,800.2



3,183.8



1,878.4



1,922.7Total Shareholders Equity


747.0



728.8



525.2



144.0



181.7Additional Data:Depreciation & Amortization

$
288.7


$
305.4


$
264.3


$
189.6


$
188.5Capital Spending


122.8



129.9



183.3



95.9



94.5  18




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  INTRODUCTION
                  OVERVIEW
    OF BUSINESS
        Significant
    Factors That Impact The Companys Business
  Impact of Inflation.
 19




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Substantial Debt Obligations.
    Commitment to Cost Reduction.
    Competition and Market Factors.
   20




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Alternative Fuel Tax Credit.
  OVERVIEW
    OF 2010 RESULTS
    
    Net Sales in 2010 decreased by $0.8 million to
    $4,095.0 million from $4,095.8 million in 2009 due
    primarily to the impact of divested businesses in the flexible
    packaging segment and lower pricing and volume in the paperboard
    packaging segment. These decreases were partially offset by
    higher pricing in flexible packaging and favorable foreign
    exchange rates, primarily in Japan, Australia and Canada.
    Income from Operations in 2010 decreased by $63.2 million,
    or 22.4%, to $219.5 million from $282.7 million in
    2009. This decrease was due primarily to the $137.8 million
    alternative fuel tax credit net of expenses received in 2009 and
    higher input costs experienced in 2010. The negative impact of
    the inflation was offset by cost savings achieved through
    continuous improvement programs and manufacturing initiatives
    and lower merger related expenses of $18.1 million. 21




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Segment
    Information
    Year Ended December 31,In millions

2010


2009


2008NET SALES:Paperboard Packaging

$
3,419.4


$
3,423.5


$
3,377.4Flexible Packaging


675.6



672.3



702.0Total

$
4,095.0


$
4,095.8


$
4,079.4INCOME (LOSS) FROM OPERATIONS:Paperboard Packaging

$
303.7


$
288.3


$
220.9Flexible Packaging


18.0



2.5



35.5Corporate


(102.2
)


(8.1
)


(106.5
)Total

$
219.5


$
282.7


$
149.9   2010
    COMPARED WITH 2009
  Net
    Sales
  Year Ended December 31,Increase


PercentIn millions

2010


2009


(Decrease)


ChangePaperboard Packaging

$
3,419.4


$
3,423.5


$
(4.1
)


(0.1
)%Flexible Packaging


675.6



672.3



3.3



0.5Total

$
4,095.0


$
4,095.8


$
(0.8
)


(0.0
)%     Year Ended December 31,VariancesVolume/MixDivestedIn millions

2009


Price


Businesses


Organic


Exchange


Total


2010Paperboard Packaging

$
3,423.5


$
(7.6
)

$



$
(4.4
)

$
7.9


$
(4.1
)

$
3,419.4Flexible Packaging


672.3



11.3



(12.5
)


2.2



2.3



3.3



675.6Total

$
4,095.8


$
3.7


$
(12.5
)

$
(2.2
)

$
10.2


$
(0.8
)

$
4,095.0   Paperboard
    Packaging
   22




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##### Table of Contents



Flexible
    Packaging
    Income
    (Loss) from Operations
  Year Ended December 31,Increase


PercentIn millions

2010


2009


(Decrease)


ChangePaperboard Packaging

$
303.7


$
288.3


$
15.4



5.3
%Flexible Packaging


18.0



2.5



15.5



N.M.
(a)Corporate


(102.2
)


(8.1
)


(94.1
)


N.M.
(a)Total

$
219.5


$
282.7


$
(63.2
)


(22.4
)%     (a)
    Percentage calculation not meaningful.    Year Ended December 31,VariancesIn millions

2009


Price


Volume/Mix


Inflation


Exchange


Other(a)


Total


2010Paperboard Packaging

$
288.3


$
(7.6
)

$
(4.1
)

$
(80.8
)

$
(1.8
)

$
109.7


$
15.4


$
303.7Flexible Packaging


2.5



11.3



0.9



(26.5
)


(0.4
)


30.2



15.5



18.0Corporate


(8.1
)














(2.1
)


(92.0
)


(94.1
)


(102.2
)Total

$
282.7


$
3.7


$
(3.2
)

$
(107.3
)

$
(4.3
)

$
47.9


$
(63.2
)

$
219.5     (a)
    Includes the Companys cost reduction initiatives, the
    alternative fuel tax credit and merger-related expenses.  Paperboard
    Packaging
   23




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Flexible
    Packaging
    Corporate
    INTEREST
    EXPENSE, NET, INCOME TAX EXPENSE, AND EQUITY INCOME OF
    UNCONSOLIDATED ENTITIES
  Interest
    Expense, Net
    Income
    Tax Expense
    Equity
    Income of Unconsolidated Entities
    2009
    COMPARED WITH 2008
   24




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##### Table of Contents



Net
    Sales
  Year Ended December 31,Increase


PercentIn millions

2009


2008


(Decrease)


ChangePaperboard Packaging

$
3,423.5


$
3,377.4


$
46.1



1.4
%Flexible Packaging


672.3



702.0



(29.7
)


(4.2
)Total

$
4,095.8


$
4,079.4


$
16.4



0.4
%     Year Ended December 31,VariancesVolume/MixDivestedIn millions

2008


Price


Acquisition


Organic


Businesses


Exchange


Total


2009Paperboard Packaging

$
3,377.4


$
15.0


$
209.3


$
(106.2
)

$
(55.5
)

$
(16.5
)

$
46.1


$
3,423.5Flexible Packaging


702.0



(19.4
)


122.0



(108.3
)


(23.6
)


(0.4
)


(29.7
)


672.3Total

$
4,079.4


$
(4.4
)

$
331.3


$
(214.5
)

$
(79.1
)

$
(16.9
)

$
16.4


$
4,095.8   Paperboard
    Packaging
  sub-premium
  Flexible
    Packaging
    Income
    (Loss) from Operations
  Year Ended December 31,Increase


PercentIn millions

2009


2008


(Decrease)


ChangePaperboard Packaging

$
288.3


$
220.9


$
67.4



30.5
%Flexible Packaging


2.5



35.5



(33.0
)


(93.0
)Corporate


(8.1
)


(106.5
)


98.4



N.M.
(a)Total

$
282.7


$
149.9


$
132.8



88.6
%     (a)
    Percentage calculation not meaningful. 25




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Year Ended December 31,VariancesVolume/MixIn millions

2008


Price


Acquisition


Organic


Inflation


Exchange


Other(a)


Total


2009Paperboard Packaging

$
220.9


$
15.0


$
19.5


$
(20.0
)

$
(19.0
)

$
(2.0
)

$
73.9


$
67.4


$
288.3Flexible Packaging


35.5



(19.4
)


3.4



(16.6
)


19.2



1.6



(21.2
)


(33.0
)


2.5Corporate


(106.5
)






24.4











9.5



64.5



98.4



(8.1
)Total

$
149.9


$
(4.4
)

$
47.3


$
(36.6
)

$
0.2


$
9.1


$
117.2


$
132.8


$
282.7     (a)
    Includes the Companys cost reduction initiatives, the
    alternative fuel tax credit and merger-related expenses.  Paperboard
    Packaging
    Flexible
    Packaging
    Corporate
  step-up mark-to-market
  INTEREST
    EXPENSE, NET, INCOME TAX EXPENSE, AND EQUITY INCOME OF
    UNCONSOLIDATED ENTITIES
  Interest
    Expense, Net
   26




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##### Table of Contents



Income
    Tax Expense
    Equity
    Income of Unconsolidated Entities
    FINANCIAL
    CONDITION, LIQUIDITY AND CAPITAL RESOURCES
    Cash
    Flows
  Years Ended December 31,In millions

2010


2009Net Cash Provided by Operating Activities

$
338.1


$
503.5Net Cash Used in Investing Activities


(122.7
)


(124.7
)Net Cash Used in Financing Activities


(227.4
)


(399.2
)        27




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##### Table of Contents



Liquidity
    and Capital Resources
      Covenant
    Restrictions
      Maximum ConsolidatedSecured Leverage
    Ratio(1)October 1, 2009 and thereafter


4.75 to 1.00  28




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(1)
    Credit Agreement EBITDA is defined in the Credit Agreement as
    consolidated net income before consolidated net interest
    expense, non-cash expenses and charges, total income tax
    expense, depreciation expense, expense associated with
    amortization of intangibles and other assets, non-cash
    provisions for reserves for discontinued operations,
    extraordinary, unusual or non-recurring gains or losses or
    charges or credits, gain or loss associated with sale or
    write-down of assets not in the ordinary course of business, any
    income or loss accounted for by the equity method of accounting,
    and projected run rate cost savings, prior to or within a twelve
    month period.            Twelve Months EndedIn millions

December 31, 2010Net Income

$
10.7Income Tax Expense


27.5Interest Expense, Net


174.5Depreciation and Amortization


288.7Equity Income of Unconsolidated Entities, Net of Dividends


(0.4
)Other Non-Cash Charges


39.1Merger Related Expenses


55.1Losses Associated with Sale/Write-Down of Assets


4.9Other Non-Recurring/Extraordinary/Unusual Items


8.4Projected Run Rate Cost
    Savings(a)


60.9Credit Agreement EBITDA

$
669.4   29




---



##### Table of Contents



As ofDecember 31,In millions

2010Short-Term Debt

$
26.0Long-Term Debt


2,553.1Total Debt

$
2,579.1Less:
    Adjustments(b)


751.4Consolidated Secured Indebtedness

$
1,827.7     (a)
    As defined by the Credit Agreement, this represents projected
    cost savings expected by the Company to be realized as a result
    of specific actions taken or expected to be taken prior to or
    within twelve months of the period in which Credit Agreement
    EBITDA is to be calculated, net of the amount of actual benefits
    realized or expected to be realized from such actions.    (b)
    Represents consolidated indebtedness/securitization that is
    either (i) unsecured, or (ii) all subordinated
    indebtedness permitted to be incurred under the Credit
    Agreement, or secured indebtedness permitted to be incurred by
    the Companys foreign subsidiaries per the Credit Agreement.      Capital
    Investment
   30




---



##### Table of Contents



Environmental
    Matters
      Contractual
    Obligations and Commitments
    Payments Due by PeriodLess than








More thanIn millions

Total


1 Year


1-3 Years


3-5 Years


5 YearsLong-Term Debt

$
2,572.4


$
19.3


$
112.8


$
1,770.9


$
669.4Operating Leases


143.6



35.4



50.9



29.6



27.7Interest Payable


697.8



137.8



227.5



202.4



130.1Purchase
    Obligations(a)


553.9



128.4



157.8



118.7



149.0Pension Funding


58.0



58.0











Total Contractual
    Obligations(b)

$
4,025.7


$
378.9


$
549.0


$
2,121.6


$
976.2     (a)
    Purchase obligations primarily consist of commitments related to
    pine pulpwood, wood chips, and wood processing and handling.(b)
    Some of the figures included in this table are based on
    managements estimates and assumptions about these
    obligations. Because these estimates and assumptions are
    necessarily subjective, the obligations the Company will
    actually pay in the future periods may vary from those reflected
    in the table.  International
    Operations
     31




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##### Table of Contents



Financial
    Instruments
    CRITICAL
    ACCOUNTING POLICIES
    
    Pension Benefits
      Compensation  Retirement Benefits tm
   32




---



##### Table of Contents




    Retained Insurable Risks
    
    Goodwill
         33




---



##### Table of Contents




    Recovery of Long-Lived Assets
    
    Deferred Income Taxes and Potential Assessments
  Income Taxes non-U.S. subsidiaries. non-U.S. subsidiaries
    NEW
    ACCOUNTING STANDARDS
    BUSINESS
    OUTLOOK
     34




---



##### Table of Contents




    Depreciation and amortization between $285 million and
    $305 million.
    Interest expense of $145 million to $160 million,
    including $9 million of non-cash interest expense
    associated with amortization of debt issuance costs.
    Debt reduction of $200 million to $220 million.
    Pension plan contributions of $45 million to
    $70 million.  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    Interest
    Rates
      Long-Term
    Debt Principal Amount by Maturity-Average Interest
    Rate
  Expected Maturity DateFairIn millions

2011


2012


2013


2014


2015


Thereafter


Total


ValueTotal DebtFixed Rate

$
0.4


$
1.4


$
73.6


$



$



$
669.4
(a)

$
744.8


$
806.3Average Interest Rate


4.14
%


6.61
%


9.48
%



%



%


8.90
%Variable Rate

$
18.9


$
18.9


$
18.9


$
1,770.9


$



$



$
1,827.6


$
1,820.5Average Interest Rate, spread range is 2.00%  2.75%


LIBOR+
    spread



LIBOR+
    spread



LIBOR+
    spread



LIBOR+
    spread







   Total
    Interest Rate Swaps-Notional Amount by Expiration-Average Swap
    Rate
  Expected Maturity DateFairIn millions

2011


2012


2013


2014


Thereafter


Total


ValueInterest Rate Swaps (PayFixed/Receive Variable)Notional


$330.0



$920.0


$



$



$



$
1,250.0


$
(33.3
)Average Pay Rate


3.13
%


2.62
%



%



%



%Average Receive Rate


3-Month
    LIBOR



3-Month
    LIBOR











     (a)
    Includes face amounts of $425.0 million and
    $250.0 million.  Foreign
    Exchange Rates
   35




---



##### Table of Contents



Foreign
    Exchange Rates Contractual Amount by Expected
    Maturity-Average Contractual Exchange Rate
  December 31,2010Contract


FairIn millions

Amount


ValueFORWARD EXCHANGE AGREEMENTS:Receive $US/Pay Yen

$
31.4


$
(0.6
)Weighted average contractual exchange rate


82.44Receive $US/Pay Euro

$
18.9


$
0.6Weighted average contractual exchange rate


1.38Receive $US/Pay GBP

$
8.4


$
0.1Weighted average contractual exchange rate


1.58   Natural
    Gas Contracts
   36




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    FINANCIAL STATEMENTS
  PageGRAPHIC PACKAGING HOLDING COMPANYConsolidated Statements of Operations for each of
    the three years in the period ended December 31, 2010


38Consolidated Balance Sheets as of
    December 31, 2010 and 2009


39Consolidated Statements of Shareholders
    Equity for each of the three years in the period ended
    December 31, 2010


40Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2010


41Notes to Consolidated Financial Statements


42Report of Independent Registered Public
    Accounting Firm


85  37




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Year Ended December 31,In millions, except per share amounts

2010


2009


2008Net Sales

$
4,095.0


$
4,095.8


$
4,079.4Cost of Sales


3,501.8



3,567.2



3,587.1Selling, General and Administrative


320.4



314.6



306.9Other (Income) Expense, Net


(1.8
)


(15.6
)


2.3Restructuring and Other Special Charges (Credits)


55.1



(53.1
)


33.2Income from Operations


219.5



282.7



149.9Interest Expense, Net


(174.5
)


(196.4
)


(215.4
)Loss on Modification or Extinguishment of Debt


(8.4
)


(7.1
)


Income (Loss) before Income Taxes and Equity Income of
    Unconsolidated Entities


36.6



79.2



(65.5
)Income Tax Expense


(27.5
)


(24.1
)


(34.4
)Income (Loss) before Equity Income of Unconsolidated Entities


9.1



55.1



(99.9
)Equity Income of Unconsolidated Entities


1.6



1.3



1.1Income (Loss) from Continuing Operations


10.7



56.4



(98.8
)Loss from Discontinued Operations, Net of Taxes










(0.9
)Net Income (Loss)

$
10.7


$
56.4


$
(99.7
)Income (Loss) Per Share  Basic and DilutedContinuing Operations

$
0.03


$
0.16


$
(0.31
)Discontinued Operations










(0.00
)Total

$
0.03


$
0.16


$
(0.32
)Weighted Average Number of Shares Outstanding 
    Basic


343.8



343.1



315.8Weighted Average Number of Shares Outstanding 
    Diluted


347.4



344.6



315.8    38




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  CONSOLIDATED BALANCE SHEETS
  December 31,In millions, except share amounts

2010


2009ASSETSCurrent Assets:Cash and Cash Equivalents

$
138.7


$
149.8Receivables, Net


382.2



382.3Inventories, Net


417.3



436.5Deferred Income Tax Assets


28.0



34.7Other Current Assets


47.4



18.0Total Current Assets


1,013.6



1,021.3Property, Plant and Equipment, Net


1,641.5



1,797.4Goodwill


1,205.2



1,204.6Intangible Assets, Net


576.6



620.0Other Assets


47.7



58.5Total Assets

$
4,484.6


$
4,701.8LIABILITIESCurrent Liabilities:Short-Term Debt and Current Portion of Long-Term Debt

$
26.0


$
17.6Accounts Payable


361.5



361.8Compensation and Employee Benefits


93.5



105.6Interest Payable


28.4



42.7Other Accrued Liabilities


86.3



106.8Total Current Liabilities


595.7



634.5Long-Term Debt


2,553.1



2,782.6Deferred Income Tax Liabilities


241.1



226.9Accrued Pension and Postretirement Benefits


275.0



284.6Other Noncurrent Liabilities


72.7



44.4Total Liabilities


3,737.6



3,973.0SHAREHOLDERS EQUITYPreferred Stock, par value $.01 per share;
    100,000,000 shares authorized at December 31, 2010 and
    December 31, 2009; no shares issued or outstanding






Common Stock, par value $.01 per share;
    1,000,000,000 shares authorized at December 31, 2010
    and 2009, respectively; 343,698,778 and 343,245,250 shares
    issued and outstanding at December 31, 2010 and 2009,
    respectively


3.4



3.4Capital in Excess of Par Value


1,965.2



1,958.2Accumulated Deficit


(1,008.3
)


(1,019.0
)Accumulated Other Comprehensive Loss


(213.3
)


(213.8
)Total Shareholders Equity


747.0



728.8Total Liabilities and Shareholders Equity

$
4,484.6


$
4,701.8    39




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
   AccumulatedCapital in





OtherCommon Stock


Excess of


Accumulated


Comprehensive


ComprehensiveIn millions, except share amounts

Shares


Amount


Par Value


Deficit


Income (Loss)


Income (Loss)Balances at December 31, 2007


200,978,569


$
2.0


$
1,191.6


$
(975.7
)

$
(73.9
)Net Loss














(99.7
)





$
(99.7
)Other Comprehensive (Loss) Income:Derivative Instruments


















(60.6
)


(60.6
)Pension Benefit Plans


















(212.2
)


(212.2
)Postretirement Benefit Plans


















2.4



2.4Postemployment Benefit Plans


















1.2



1.2Currency Translation Adjustment


















(15.1
)


(15.1
)Total Comprehensive Loss





















$
(384.0
)Common Stock Issued for Acquisition


139,445,038



1.4



761.4







Issuance of Shares for Stock-Based Awards


2,098,863







2.4







Balances at December 31, 2008


342,522,470


$
3.4


$
1,955.4


$
(1,075.4
)

$
(358.2
)Net Income














56.4






$
56.4Other Comprehensive Income (Loss):Derivative Instruments


















33.4



33.4Pension Benefit Plans


















91.7



91.7Postretirement Benefit Plans


















7.6



7.6Postemployment Benefit Plans


















3.9



3.9Currency Translation Adjustment


















7.8



7.8Total Comprehensive Income





















$
200.8Issuance of Shares for Stock-Based Awards


722,780







2.8







Balances at December 31, 2009


343,245,250


$
3.4


$
1,958.2


$
(1,019.0
)

$
(213.8
)Net Income














10.7







10.7Other Comprehensive Income (Loss):






Derivative Instruments


















7.7



7.7Pension Benefit Plans


















(6.2
)


(6.2
)Postretirement Benefit Plans


















(6.5
)


(6.5
)Currency Translation Adjustment


















5.5



5.5Total Comprehensive Income





















$
11.2Issuance of Shares for Stock-Based Awards


453,528







7.0







Balances at December 31, 2010


343,698,778


$
3.4


$
1,965.2


$
(1,008.3
)

$
(213.3
)    40




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Year Ended December 31,In millions

2010


2009


2008CASH FLOWS FROM OPERATING ACTIVITIES:Net Income (Loss)

$
10.7


$
56.4


$
(99.7
)Non-cash Items Included in Net Income (Loss):Depreciation and Amortization


288.7



305.4



264.3Write-off of Deferred Debt Issuance Costs on Early
    Extinguishment of Debt


1.4



2.3



Amortization of Deferred Debt Issuance Costs


8.3



8.5



7.9Deferred Income Taxes


21.6



19.6



28.0Amount of Postretirement Expense (Less) Greater Than Funding


(18.2
)


4.7



(38.4
)Inventory Step Up Related to Altivity










24.4Impairment Charges/Asset Write-offs


14.6



15.3



14.9Other, Net


7.7



(6.8
)


2.2Changes in Operating Assets and Liabilities (See Note 3)


3.3



98.1



(19.0
)Net Cash Provided by Operating Activities


338.1



503.5



184.6CASH FLOWS FROM INVESTING ACTIVITIES:Capital Spending


(122.8
)


(129.9
)


(183.3
)Acquisition Costs Related to Altivity










(30.3
)Cash Acquired Related to Altivity










60.2Proceeds from Sales of Assets, Net of Selling Costs






9.8



20.3Other, Net


0.1



(4.6
)


(11.1
)Net Cash Used in Investing Activities


(122.7
)


(124.7
)


(144.2
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Issuance or Modification of Debt


30.6



423.8



1,200.0Payments on Debt


(246.4
)


(664.5
)


(1,195.9
)Borrowings under Revolving Credit Facilities


138.8



166.2



1,072.5Payments on Revolving Credit Facilities


(139.7
)


(308.6
)


(940.5
)Redemption and Early Tender Premiums and Debt Issuance Costs


(10.9
)


(16.1
)


(16.3
)Other, Net


0.2







Net Cash (Used in) Provided by Financing Activities


(227.4
)


(399.2
)


119.8EFFECT OF EXCHANGE RATE CHANGES ON CASH


0.9



0.1



0.6Net (Decrease) Increase in Cash and Cash Equivalents


(11.1
)


(20.3
)


160.8Cash and Cash Equivalents at Beginning of Period


149.8



170.1



9.3CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
138.7


$
149.8


$
170.1    41




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note 1 
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
  Nature
    of Business
          Basis
    of Presentation and Principles of Consolidation
       42




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Use of
    Estimates
    Revenue
    Recognition
      Shipping
    and Handling
    Property,
    Plant and Equipment
     43




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Depreciation
    and Amortization
    Buildings


40 yearsLand improvements


15 yearsMachinery and equipment


3 to 40 yearsFurniture and fixtures


10 yearsAutomobiles, trucks and tractors


3 to 5 years         December 31, 2010


December 31, 2009Gross








GrossCarrying


Accumulated


Net Carrying


Carrying


Accumulated


Net CarryingIn millions

Amount


Amortization


Amount


Amount


Amortization


AmountAmortizable Intangible Assets (Liabilities):Customer Relationships

$
657.2


$
129.0


$
528.2


$
656.3


$
91.5


$
564.8Non-Compete Agreements


7.3



6.2



1.1



7.2



3.9



3.3Patents, Trademarks and Licenses


129.0



81.0



48.0



124.2



71.6



52.6Supply Contracts and Leases, Net


(2.1
)


(1.4
)


(0.7
)


(2.1
)


(1.4
)


(0.7
)Total

$
791.4


$
214.8


$
576.6


$
785.6


$
165.6


$
620.0     Research
    and Development
   44




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Accounts
    Receivable and Allowances
    Concentration
    of Credit Risk
    Inventories
  first-in,
  Alternative
    Fuel Tax Credit
   45




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
          Paperboard


FlexibleIn millions

Packaging


Packaging


TotalBalance at December 31, 2008

$
1,050.3


$
154.5


$
1,204.8Altivity Purchase Accounting


(4.4
)


4.8



0.4Divesture of Businesses






(1.9
)


(1.9
)Foreign Currency Effects






1.3



1.3Balance at December 31, 2009

$
1,045.9


$
158.7


$
1,204.6Altivity Purchase Accounting


(1.1
)






(1.1
)Foreign Currency Effects


0.6



1.1



1.7Balance at December 31, 2010

$
1,045.4


$
159.8


$
1,205.2   Retained
    Insurable Risks
   46




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Asset
    Retirement Obligations
  Asset Retirement and Environmental
    Obligations tm
  International
    Currency
      Adoption
    of New Accounting Standards
  Consolidation
  Fair Value Measurements and Disclosures Fair Value
    Measurements and Disclosures
  Accounting
    Standards Not Yet Adopted
  Revenue Recognition
 47




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 2 
    SUPPLEMENTAL BALANCE SHEET DATA
    In millions

2010


2009Trade

$
366.5


$
356.5Less: Allowance


(3.2
)


(4.6
)363.3



351.9Other


18.9



30.4Total

$
382.2


$
382.3     In millions

2010


2009Finished Goods

$
231.7


$
251.9Work in Progress


36.5



40.3Raw Materials


102.0



105.2Supplies


65.6



63.6435.8



461.0Less: Allowance


(18.5
)


(24.5
)Total

$
417.3


$
436.5     In millions

2010


2009Asset Held for Sale

$
27.4


$
Prepaid Expenses


19.7



17.6Other


0.3



0.4Total

$
47.4


$
18.0  48




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    In millions

2010


2009Property, Plant and Equipment, at CostLand and Improvements

$
118.7


$
134.3Buildings


329.7



357.3Machinery and Equipment


3,169.2



3,106.7Construction-in-Progress


63.6



62.63,681.2



3,660.9Less: Accumulated Depreciation


(2,039.7
)


(1,863.5
)Total

$
1,641.5


$
1,797.4     In millions

2010


2009Deferred Debt Issuance Costs, Net of Amortization of
    $26.2 million and $20.9 million for 2010 and 2009,
    respectively

$
24.7


$
34.4Deferred Income Tax Assets


6.3



9.4Prepaid Benefit Cost






2.2Other


16.7



12.5Total

$
47.7


$
58.5     In millions

2010


2009Fair Value of Derivatives, current portion

$
19.8


$
26.3Restructuring Reserves


2.1



7.6Deferred Revenue


14.9



16.1Accrued Customer Rebates


18.2



22.0Other


31.3



34.8Total

$
86.3


$
106.8  49




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3 
    SUPPLEMENTAL CASH FLOW INFORMATION
    In millions

2010


2009


2008Receivables, Net

$
5.0


$
(6.5
)

$
16.5Inventories, Net


13.3



91.0



32.6Prepaid Expenses


(7.3
)


8.8



(13.7
)Accounts Payable


6.0



19.4



(21.4
)Compensation and Employee Benefits


(11.9
)


12.4



(27.8
)Income Taxes


(2.4
)


0.1



(4.8
)Interest Payable


(15.3
)


(15.1
)


16.5Other Accrued Liabilities


(12.1
)


(17.3
)


(17.1
)Other Noncurrent Liabilities


28.0



5.3



0.2Total

$
3.3


$
98.1


$
(19.0
)     In millions

2010

2009

2008Interest

$
180.9


$
219.5


$
193.4Income Taxes


6.7



7.7



5.0     In millions

2010

2009

2008Issuance of Common Stock Related to Acquisition

$



$



$
762.8   NOTE 4 
    ALTIVITY
    TRANSACTION     50




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    In millionsPurchase Price

$
762.8Acquisition Costs


30.3Assumed Debt


1,167.6Total Purchase Consideration

$
1,960.7   In millionsCash and Cash Equivalents

$
60.2Receivables, Net


181.2Inventories, Net


265.0Prepaids


13.1Property, Plant and Equipment


636.7Intangible Assets


561.1Other Assets


4.5Total Assets Acquired


1,721.8Current Liabilities, Excluding Current Portion of Long-Term Debt


253.7Pension and Postemployment Benefits


35.3Other Noncurrent Liabilities


35.8Total Liabilities Assumed


324.8Net Assets Acquired


1,397.0Goodwill


563.7Total Estimated Fair Value of Net Assets Acquired

$
1,960.7         Paperboard

FlexibleIn millions

Packaging

Packaging

TotalGoodwill

$
404.4


$
159.3


$
563.7  51




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      In millionsCustomer Relationships

$
546.4Non-Compete Agreements


8.2Trademarks and Patents


7.5Leases and Supply Contracts


(1.0
)Total Estimated Fair Value of Intangible Assets

$
561.1       Year Ended December 31,In millions

2008Net Sales

$
4,415.0Net Loss


(66.6
)Loss Per Share  Basic and Diluted


(0.19
)   NOTE 5 
    RESTRUCTURING
    RESERVES  95-3, Recognition of Liabilities in Connection with a Purchase
    Business Combination, Exit or Disposal Cost
    Obligations
   52




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##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Severance


Facility


EquipmentIn millions

and Benefits


Closure Costs


Removal


TotalEstablish Reserve

$
7.0


$
8.5


$
1.8


$
17.3Additions to Reserves


13.4



2.3



0.8



16.5Cash Payments


(6.1
)


(0.7
)


(0.5
)


(7.3
)Other Adjustments


(0.4
)


(0.3
)


(0.1
)


(0.8
)Balance at December 31, 2008

$
13.9


$
9.8


$
2.0


$
25.7Additions to Reserves


6.4



0.9



0.3



7.6Cash Payments


(11.8
)


(2.2
)


(0.3
)


(14.3
)Other Adjustments


(5.0
)


(5.0
)


(1.4
)


(11.4
)Balance at December 31, 2009

$
3.5


$
3.5


$
0.6


$
7.6Additions to Reserves


2.2











2.2Cash Payments


(2.9
)


(1.8
)


(0.3
)


(5.0
)Other Adjustments


(2.2
)


(0.5
)






(2.7
)Balance at December 31, 2010

$
0.6


$
1.2


$
0.3


$
2.1       NOTE 6 
    DEBT
    In millions

2010


2009Short-Term Borrowings

$
6.7


$
7.6Current Portion of Long-Term Debt


19.3



10.0Total

$
26.0


$
17.6      53




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             54




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                In millions

2010


2009Senior Notes with interest payable semi-annually at 7.875%,
    payable in 2018 ($250.0 million face amount)

$
246.0



Senior Notes with interest payable semi-annually at 9.5%,
    payable in 2017 ($425.0 million face amount)


423.5



423.7Senior Subordinated Notes with interest payable semi-annually at
    9.5%, payable in 2013


73.3



425.0Senior Secured Term Loan Facility with interest payable at
    various dates at floating rates (2.29% at December 31,
    2010) payable through 2014


837.7



890.7Senior Secured Term Loan Facility with interest payable at
    various dates at floating rates (3.04% at December 31,
    2010) payable through 2014


989.9



1,052.4Senior Secured Revolving Facility with interest payable at
    various dates at floating rates (2.50% at December 31,
    2010) payable in 2013






Other


2.0



0.82,572.4



2,792.6Less: current portion


19.3



10.0Total

$
2,553.1


$
2,782.6  55




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    In millions2011

$
19.32012


20.32013


92.52014


1,770.92015


After 2015


669.4Total

$
2,572.4     Total


Total


TotalIn millions

Commitments


Outstanding


Available(a)Revolving Credit Facility

$
400.0


$



$
363.6International Facilities


17.2



6.7



10.5Total

$
417.2


$
6.7


$
374.1   Note:
   (a)
    
    In accordance with its debt
    agreements, the Companys availability under its Revolving
    Credit Facility has been reduced by the amount of standby
    letters of credit issued of $36.4 million as of
    December 31, 2010. 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 2012 unless extended.    NOTE 7 
    STOCK
    INCENTIVE PLANS   56




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##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    Options
      Weighted


Shares


Weighted




Weighted AverageShares


Average


Subject to


Average


Exercise

RemainingSubject


Exercise


Exercisable


Exercise


Price

Contractual LifePlan

to Options


Price


Options


Price


Range

in Years2003 LTIP


684,070


$
5.96



684,070


$
5.96


$4.70 to $6.57

2.722002 SIP


2,130,754



7.88



2,130,754



7.88


7.88

1.00EIP


2,463,443



7.60



2,463,443



7.60


1.55 to 13.74

2.59Graphic NEDP


2,000



7.11



2,000



7.11


7.11

0.41Total


5,280,267


$
7.50



5,280,267


$
7.50




1.96       Weighted AverageOptions


Exercise PriceOutstanding  December 31, 2007


12,730,238


$
7.41Exercised






Canceled


(5,614,351
)


7.66Outstanding  December 31, 2008


7,115,887


$
7.21Exercised






Canceled


(673,795
)


6.54Outstanding  December 31, 2009


6,442,092


$
7.28Exercised


(80,150
)


2.30Canceled


(1,081,675
)


6.57Outstanding  December 31, 2010


5,280,267


$
7.50   Stock
    Awards, Restricted Stock and Restricted Stock Units
   57




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008RSUs  Employees


5,503,250



8,390,054



1,139,970Weighted-average price per share

$
3.60


$
0.89


$
2.72Stock Awards  Board of Directors


339,612



651,310



433,697Weighted-average price per share

$
3.18


$
1.52


$
2.28     Weighted AverageGrant Date FairShares


ValueOutstanding  December 31, 2007


4,796,944


$
4.11Granted


1,139,970



2.72Released


(4,844,138
)


4.11Canceled


(5,266
)


2.72Outstanding  December 31, 2008


1,087,510


$
2.72Granted


8,390,054



0.89Released


(207,037
)


2.72Canceled


(565,408
)


1.09Outstanding  December 31, 2009


8,705,119


$
1.07Granted


5,503,250



3.60Released


(76,546
)


2.22Canceled


(288,339
)


2.26Outstanding  December 31, 2010


13,843,484


$
2.05          58




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 8 
    POSTRETIREMENT
    AND OTHER BENEFITS  DEFINED
    BENEFIT PLANS
      Pension
    and Postretirement Expense
    Postretirement HealthPension Benefits


Care BenefitsYear Ended December 31,In millions

2010


2009


2008


2010


2009


2008Components of Net Periodic Cost:Service Cost

$
19.0


$
20.5


$
18.5


$
1.1


$
1.4


$
1.3Interest Cost


51.3



50.5



47.5



3.0



3.3



3.1Expected Return on Plan Assets


(50.8
)


(41.8
)


(51.3
)










Amortization:Prior Service Cost (Credit)


0.5



1.2



2.7



(0.2
)


(0.1
)


(0.2
)Actuarial Loss (Gain)


10.1



20.2



2.2



(1.3
)


(1.2
)


(0.6
)Curtailment Gain


(0.2
)


(3.2
)






(0.3
)






Other


0.1



0.5



0.1











Net Periodic Cost

$
30.0


$
47.9


$
19.7


$
2.3


$
3.4


$
3.6     Postretirement HealthPension Benefits


Care BenefitsYear Ended December 31,2010


2009


2008


2010


2009


2008Weighted Average Assumptions:Discount Rate


6.10
%


6.28
%


6.21
%


5.93
%


6.27
%


6.17
%Rate of Increase in Future Compensation Levels


2.19
%


2.52
%


2.44
%










Expected Long-Term Rate of Return on Plan Assets


7.95
%


7.91
%


7.96
%










Initial Health Care Cost Trend Rate














8.50
%


9.00
%


9.00
%Ultimate Health Care Cost Trend
    Rate(a)














5.00
%


5.00
%


5.00
%Ultimate
    Year(a)














2017



2017



2017      (a)
    
    One of the salaried plans
    costs was capped beginning in 1999. 59




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##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Funded
    Status
    PostretirementHealth CarePension Benefits


BenefitsIn millions

2010


2009


2010


2009Change in Benefit Obligation:Benefit Obligation at Beginning of Year

$
858.9


$
812.1


$
49.6


$
57.0Service Cost


19.0



20.5



1.1



1.4Interest Cost


51.3



50.5



3.0



3.3Actuarial Loss (Gain)


43.8



3.2



4.9



(9.3
)Foreign Currency Exchange


(3.4
)


13.2







0.2Curtailment






(3.5
)


(0.3
)


(0.6
)Settlement






(1.7
)






Benefits Paid


(39.4
)


(36.0
)


(3.2
)


(2.9
)Other


(0.5
)


0.6



0.5



0.5Benefit Obligation at End of Year

$
929.7


$
858.9


$
55.6


$
49.6Change in Plan Assets:Fair Value of Plan Assets at Beginning of Year

$
622.2


$
489.0


$



$
Actual Return on Plan Assets


79.3



115.5







Employer Contributions


47.3



43.6



3.2



2.9Foreign Currency Exchange


(2.8
)


12.3







Benefits Paid


(39.4
)


(37.7
)


(3.2
)


(2.9
)Other


(0.6
)


(0.5
)






Fair Value of Plan Assets at End of Year

$
706.0


$
622.2


$



$
Plan Assets Less than Projected Benefit Obligation

$
(223.7
)

$
(236.7
)

$
(55.6
)

$
(49.6
)Amounts Recognized in the Consolidated Balance Sheets Consist of:Noncurrent Asset  Prepaid Benefit Cost

$



$
2.2


$



$
Accrued Pension and Postretirement Benefits
    Liability  Current


(0.7
)


(0.8
)


(3.6
)


(3.1
)Accrued Pension and Postretirement Benefits
    Liability  Noncurrent


(223.0
)


(238.1
)


(52.0
)


(46.5
)Accumulated Other Comprehensive Income:Net Actuarial Loss (Gain)


194.5



189.6



(7.1
)


(13.4
)Prior Service (Income) Cost


(0.2
)


0.3



(1.1
)


(1.3
)Weighted Average Calculations:Discount Rate


5.74%



6.10%



5.48%



5.93%Rates of Increase in Future Compensation Levels


2.16%



2.19%







Initial Health Care Cost Trend Rate










8.50%



8.50%Ultimate Health Care Cost Trend
    Rate(a)










5.00%



5.00%Ultimate Year










2018



2017    (a)
    
    One of the salaried plans
    cost was capped beginning in 1999.  Accumulated
    Benefit Obligation
    Employer
    Contributions
   60




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension
    Assets
      Target


2010


2009Cash






0.3
%


1.0
%Equity Securities


52.0



55.1



53.4Fixed Income Securities


42.0



39.7



40.2Other Investments


6.0



4.9



5.4Total


100.0
%


100.0
%


100.0
%        61




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements at December 31, 2010Quoted Prices inActive Markets





Significantfor Identical


Significant


UnobservableAssets


Observable Inputs


InputsIn millions

Total


(Level 1)


(Level 2)


(Level 3)Asset Category:Cash

$
3.7


$
1.3


$
2.4


$
Equity Securities:Domestic


264.4



52.1



212.3



Foreign


123.1



32.5



90.6



Fixed Income Securities:


280.4



111.4



169.0



Other Investments:Real
    estate(a)


11.6



11.6







Diversified growth
    fund(b)


22.8



22.8







Total

$
706.0


$
231.7


$
474.3


$
   Fair Value Measurements at December 31, 2009Quoted Prices inActive Markets





Significantfor Identical


Significant


UnobservableAssets


Observable Inputs


InputsIn millions

Total


(Level 1)


(Level 2)


(Level 3)Asset Category:Cash

$
4.3


$
1.1


$
3.2


$
Equity Securities:Domestic


226.5



44.9



181.6



Foreign


105.9



29.9



76.0



Fixed Income Securities:


251.5



96.1



155.4



Other Investments:Real
    estate(a)


11.4



11.4







Diversified growth
    fund(b)


22.6



22.6







Total

$
622.2


$
206.0


$
416.2


$
    (a)
    
    This category represents
    investments in real estate funds which are traded daily on a
    public exchange.(b)
    
    The fund invests in a combination
    of traditional investments (equities, bonds, and foreign
    exchange), seeking to achieve returns through active asset
    allocation over a three to five year horizon. 62




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Postretirement
    Health Care Trend Rate Sensitivity
    One Percentage PointIn millions

Increase


DecreaseHealth Care Trend Rate Sensitivity:Effect on Total Interest and Service Cost Components

$
0.4


$
(0.3
)Effect on Year-End Postretirement Benefit Obligation

$
4.4


$
(3.7
)   Estimated
    Future Benefit Payments
    Postretirement HealthIn millions

Pension Plans


Care Benefits2011

$
43.7


$
4.02012


45.4



3.92013


48.3



4.12014


51.2



4.42015


53.9



4.72016  2020


317.9



25.7   Amounts
    in Accumulated Other Comprehensive Loss Expected to Be
    Recognized in Net Periodic Benefit Costs in 2011
    PostretirementPension

Health Care

PostemploymentIn millions

Benefits

Benefits

Benefits(a)Recognition of Prior Service Cost

$
0.4


$
(0.2
)

$
Recognition of Actuarial Loss (Gain)


11.3



(0.7
)


0.2   Note:
   (a)
    
    The Company maintains
    postemployment benefits for U.S. employees. Certain benefits are
    based on years of service. In 2010, there was no impact to
    Accumulated Other Comprehensive Loss.  Multi-Employer
    Plan
   63




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DEFINED
    CONTRIBUTION PLANS
    NOTE 9 
    INCOME
    TAXES    Year Ended December 31,In millions

2010


2009


2008U.S.

$
29.3


$
89.0


$
(73.1
)International


7.3



(9.8
)


7.6Income (Loss) before Income Taxes and Equity Income of
    Unconsolidated Entities

$
36.6


$
79.2


$
(65.5
)     Year Ended December 31,In millions

2010


2009


2008Current (Expense) BenefitU.S.

$
0.1


$
0.1


$
(0.4
)International


(6.0
)


(4.6
)


(6.0
)Total Current


(5.9
)


(4.5
)


(6.4
)Deferred (Expense) BenefitU.S.


(21.4
)


(31.4
)


(28.3
)International


(0.2
)


11.8



0.3Total Deferred


(21.6
)


(19.6
)


(28.0
)Income Tax Expense

$
(27.5
)

$
(24.1
)

$
(34.4
)  64




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,In millions

2010


Percent


2009


Percent


2008


PercentIncome Tax (Expense) Benefit at U.S. Statutory Rate

$
(12.8
)


35.0
%

$
(27.7
)


35.0
%

$
22.9



35.0
%U.S. State and Local Tax (Expense) Benefit


(0.8
)


2.2



(4.3
)


5.5



1.9



3.0Permanent Items


(0.6
)


1.6



(6.6
)


8.3



(1.5
)


(2.3
)Change in Valuation Allowance:Amortization of Goodwill


(28.2
)


77.2



(31.7
)


40.0



(29.4
)


(44.8
)Prior Period Adjustment


6.3



(17.3
)














Other Changes in Valuation Allowance


10.5



(28.7
)


43.2



(54.5
)


(24.8
)


(37.9
)International Tax Rate Differences


0.4



(1.2
)


0.4



(0.5
)


0.6



0.9Foreign Withholding Tax


(0.9
)


2.5



(0.1
)


0.1



(0.1
)


(0.2
)Adjustment to Tax Contingencies


0.6



(1.6
)


(0.1
)


0.1



(0.1
)


(0.1
)Other


(2.0
)


5.5



2.8



(3.6
)


(3.9
)


(6.1
)Income Tax Expense

$
(27.5
)


75.2
%

$
(24.1
)


30.4
%

$
(34.4
)


(52.5
)%     In millions

2010


2009Current Deferred Income Tax Assets:Compensation Based Accruals

$
25.8


$
34.9Other


20.4



16.2Valuation Allowance


(18.2
)


(16.4
)Net Current Deferred Income Tax Assets

$
28.0


$
34.7Noncurrent Deferred Income Tax Assets & Liabilities:Net Operating Loss Carryforwards

$
518.4


$
537.5Postretirement Benefits


94.6



90.3Tax Credits


12.8



12.7Other


76.4



59.3Valuation Allowance


(290.1
)


(239.1
)Property, Plant and Equipment


(264.8
)


(269.6
)Goodwill


(210.2
)


(188.3
)Other Intangibles


(171.9
)


(220.3
)Net Noncurrent Deferred Income Tax Assets & Liabilities

$
(234.8
)

$
(217.5
)Net Deferred Income Tax Liability

$
(206.8
)

$
(182.8
)    65




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  country-by-country
    December 31,In millions

2010


2009


2008Balance Beginning of Period

$
255.5


$
304.3


$
356.9Charges to Costs and Expenses


20.8



24.2



28.3Additions (Deduction)


32.0



(73.0
)


(80.9
)Balance at End of Period

$
308.3


$
255.5


$
304.3     In millions2012

$
202.92018


295.02019


196.82021


144.22022


72.12023


122.02025


22.62026


93.32027


10.32028


126.1Total

$
1,285.3       Income Taxes non-U.S. subsidiaries.
 66




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  non-U.S. subsidiaries
    Uncertain
    Tax Positions
    In millions

2010


2009Balance at January 1,

$
1.5


$
1.4Additions for tax positions of prior years


0.1



0.1Reductions for tax positions of prior years


(0.7
)


Settlements






Effect of Exchange Rate Changes






Balance at December 31,

$
0.9


$
1.5         non-U.S. income
  NOTE 10 
    FINANCIAL
    INSTRUMENTS, DERIVATIVES AND HEDGING ACTIVITIES  Derivatives and Hedging
  Interest
    Rate Risk
   67




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Commodity
    Risk
      Foreign
    Currency Risk
       68




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivatives
    not Designated as Hedges
    Foreign
    Currency Movement Effect
    NOTE 11 
    FAIR
    VALUE MEASUREMENT  Fair Value Measurements and Disclosures
    Valuation
    Hierarchy
  Fair Value Measurements and Disclosures
         69




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
    Derivative Assets


Derivative LiabilitiesBalance Sheet

December 31,


December 31,


Balance Sheet

December 31,


December 31,In millions

Location

2010


2009


Location

2010


2009Derivative Contracts Designated as Hedging InstrumentsCommodity Contracts

Other Current Assets

$
0.1


$
0.3


Other Accrued Liabilities and Other Noncurrent Liabilities

$
0.8


$
Foreign Currency Contracts

Other Current Assets


0.7



1.0


Other Accrued Liabilities


0.6



Interest Rate Swap Agreements

Other Current Assets









Other Accrued Liabilities, Other Noncurrent Liabilities, and
    Interest Payable


33.3



49.6Total Derivative Contracts



$
0.8


$
1.3




$
34.7


$
49.6      70




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Effect
    of Derivative Instruments
    Amount of Loss (Gain)




Amount of (Gain) LossRecognized in Statement of




Recognized in Statement ofAmount of Loss (Gain) Recognized in Accumulated Other


Location

Operations


Location

OperationsComprehensive Loss


in Statement of

(Effective Portion)


in Statement of

(Ineffective Portion)Twelve Months Ended


Operations

Twelve Months Ended


Operations

Twelve Months EndedDecember 31,


(Effective

December 31,


(Ineffective

December 31,In millions

2010


2009


Portion)

2010


2009


Portion)

2010


2009Commodity Contracts

$
9.7


$
15.5


Cost of Sales

$
7.8


$
43.0


Cost of Sales

$
(0.1
)

$
(0.8
)Foreign Currency Contracts


(0.2
)


(2.2
)

Other (Income), Net


(0.6
)


(0.5
)

Other (Income), Net






Interest Rate Swap Agreements


24.8



29.1


Interest Expense, Net


34.8



33.3


Interest Expense, Net


(0.2
)


0.1Total

$
34.3


$
42.4




$
42.0


$
75.8




$
(0.3
)

$
(0.7
)     In millions



2010

2009Foreign Currency Contracts

Other (Income) Expense, Net

$
1.9


$
3.8   Accumulated
    Derivative Instruments (Loss) Gain
    In millions

2010


2009


2008Balance at January 1

$
(35.1
)

$
(68.5
)

$
(7.9
)Reclassification to earnings


42.0



75.8



10.2Current period change in fair value


(34.3
)


(42.4
)


(70.8
)Balance at December 31

$
(27.4
)

$
(35.1
)

$
(68.5
)    71




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 12 
    ACCUMULATED
    OTHER COMPREHENSIVE INCOME (LOSS)    Years Ended December 31,2010


2009


2008Pretax


Tax


Net


Pretax


Tax


Net


Pretax


Tax


NetIn millions

Amount


Effect


Amount


Amount


Effect


Amount


Amount


Effect


AmountDerivative Instruments Gain (Loss)

$
7.7


$



$
7.7


$
33.4


$



$
33.4


$
(60.6
)

$



$
(60.6
)Currency Translation Adjustment


5.5







5.5



7.8







7.8



(15.1
)






(15.1
)Pension Benefit Plans


(4.4
)


(1.8
)


(6.2
)


90.0



1.7



91.7



(212.2
)






(212.2
)Postretirement Benefit Plans


(6.5
)






(6.5
)


7.9



(0.3
)


7.6



2.4







2.4Postemployment Benefit Plans














3.9







3.9



1.2







1.2Other Comprehensive Income (Loss)

$
2.3


$
(1.8
)

$
0.5


$
143.0


$
1.4


$
144.4


$
(284.3
)

$



$
(284.3
)     December 31,In millions

2010


2009Accumulated Derivative Instruments Loss

$
(27.4
)

$
(35.1
)Currency Translation Adjustment


0.1



(5.4
)Pension Benefit Plans


(194.4
)


(188.2
)Postretirement Benefit Plans


7.9



14.4Postemployment Benefit Plans


0.5



0.5Accumulated Other Comprehensive Loss

$
(213.3
)

$
(213.8
)   NOTE 13 
    IMPAIRMENT  Property, Plant, and Equipment
       72




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 14 
    ENVIRONMENTAL
    AND LEGAL MATTERS  Environmental
    Matters
          Legal
    Matters
    NOTE 15 
    COMMITMENTS
    AND CONTINGENCIES   73




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    In millions

At December 31,2011

$
35.42012


28.32013


22.62014


16.72015


12.9Thereafter


27.7Total

$
143.6       In millions

At December 31,2011

$
128.42012


95.52013


62.32014


59.02015


59.7Thereafter


149.0Total

$
553.9   NOTE 16 
    RELATED
    PARTY TRANSACTIONS    NOTE 17 
    BUSINESS
    SEGMENT AND GEOGRAPHIC AREA INFORMATION   74




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Year Ended December 31,In millions

2010


2009


2008NET SALES:Paperboard Packaging

$
3,419.4


$
3,423.5


$
3,377.4Flexible Packaging


675.6



672.3



702.0Total

$
4,095.0


$
4,095.8


$
4,079.4INCOME (LOSS) FROM OPERATIONS:Paperboard Packaging

$
303.7


$
288.3


$
220.9Flexible Packaging


18.0



2.5



35.5Corporate(a)


(102.2
)


(8.1
)


(106.5
)Total

$
219.5


$
282.7


$
149.9CAPITAL EXPENDITURES:Paperboard Packaging

$
114.9


$
107.8


$
145.6Flexible Packaging


3.6



8.6



12.2Corporate


4.3



13.5



25.5Total

$
122.8


$
129.9


$
183.3DEPRECIATION AND AMORTIZATION:Paperboard Packaging

$
251.8


$
252.7


$
224.9Flexible Packaging


31.6



40.9



25.2Corporate


5.3



11.8



14.2Total

$
288.7


$
305.4


$
264.3   75




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,In millions

2010


2009ASSETS AT DECEMBER 31:Paperboard Packaging

$
3,480.4


$
3,654.2Flexible Packaging


844.6



856.2Corporate(b)


159.6



191.4Total

$
4,484.6


$
4,701.8     Year Ended December 31,In millions

2010


2009


2008NET SALES:U.S./Canada

$
3,860.2


$
3,862.6


$
3,842.6Central/South America


77.0



70.3



55.1Europe


168.9



171.7



197.6Asia Pacific


134.5



121.8



112.7Eliminations(c)


(145.6
)


(130.6
)


(128.6
)Total

$
4,095.0


$
4,095.8


$
4,079.4   In millions

2010


2009ASSETS AT DECEMBER 31:U.S./Canada

$
4,024.5


$
4,209.8Central/South America


69.1



73.5Europe


167.1



176.8Asia Pacific


64.3



50.3Corporate(b)


159.6



191.4Total

$
4,484.6


$
4,701.8   Notes:
   (a)
    
    Primarily consists of unallocated
    general corporate expenses and costs associated with the
    combination with Altivity.(b)
    
    Corporate assets are principally
    cash and equivalents, other current assets, deferred income tax
    assets, deferred debt issue costs and a portion of property,
    plant and equipment.(c)
    
    Represents primarily the
    elimination of intergeographic sales between the Companys
    U.S., Europe, Asia Pacific and Central/South America operations. 76




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 18 
    QUARTERLY
    FINANCIAL INFORMATION  (UNAUDITED)    2010In millions, except per share amounts

First

Second

Third

Fourth

TotalStatement of Operations Data:Net Sales

$
1,004.1


$
1,036.5


$
1,042.8


$
1,011.6


$
4,095.0Gross Profit


145.8



148.8



155.1



143.5



593.2Restructuring and Other Special Charges (Credits)


8.5



46.6











55.1Income from Operations


59.6



22.8



78.5



58.6



219.5Net Income (Loss)


6.3



(32.8
)


17.6



19.6



10.7Income (Loss) Per Share  Basic and Diluted


0.02



(0.10
)


0.05



0.06



0.03   2009In millions, except per share amounts

First

Second

Third

Fourth

TotalStatement of Operations Data:Net Sales

$
1,019.2


$
1,043.8


$
1,054.2


$
978.6


$
4,095.8Gross Profit


126.3



142.1



146.4



113.8



528.6Restructuring and Other Special Charges (Credits)


14.9



(20.9
)


(23.9
)


(23.2
)


(53.1
)Income from Operations


33.1



88.0



97.5



64.1



282.7Net (Loss) Income


(28.2
)


19.6



33.2



31.8



56.4(Loss) Income Per Share  Basic and Diluted


(0.08
)


0.06



0.10



0.09



0.16   NOTE 19 
    EARNINGS
    PER SHARE Year Ended December 31,In millions, except per share data

2010


2009


2008Net Income (Loss)

$
10.7


$
56.4


$
(99.7
)Weighted Average Shares:Basic


343.8



343.1



315.8Dilutive effect of RSUs


3.6



1.5



Diluted


347.4



344.6



315.8Earnings Per Share  Basic and Diluted

$
0.03


$
0.16


$
(0.32
)     Year Ended December 31,2010


2009


2008Employee Stock Options


4,904,675



6,290,080



Restricted Stock Awards






557,293



Total


4,904,675



6,847,373



  77




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 20 
    GUARANTOR
    CONSOLIDATING FINANCIAL STATEMENTS      Year Ended December 31, 2010Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet Sales

$



$
3,308.1


$
527.8


$
423.5


$
(164.4
)

$
4,095.0Cost of Sales






2,815.0



467.7



383.5



(164.4
)


3,501.8Selling, General and Administrative






255.5



34.7



30.2







320.4Other (Income) Expense, Net






(3.2
)


(0.1
)


1.5







(1.8
)Restructuring and Other Special Charges






55.1















55.1Income from Operations






185.7



25.5



8.3







219.5Interest Expense, Net






(173.5
)






(1.0
)






(174.5
)Loss on Modification or Extinguishment of Debt






(8.4
)














(8.4
)Income before Income Taxes and Equity Income of Unconsolidated
    Entities






3.8



25.5



7.3







36.6Income Tax Expense






(21.2
)


(0.5
)


(5.8
)






(27.5
)(Loss) Income before Equity Income of Unconsolidated Entities






(17.4
)


25.0



1.5







9.1Equity Income of Unconsolidated Entities














1.6







1.6Equity in Net Earnings of Subsidiaries


10.7



28.1



1.0







(39.8
)


Net Income

$
10.7


$
10.7


$
26.0


$
3.1


$
(39.8
)

$
10.7   78




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31, 2009Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet Sales

$



$
3,312.4


$
514.8


$
399.2


$
(130.6
)

$
4,095.8Cost of Sales






2,869.6



457.8



373.3



(133.5
)


3,567.2Selling, General and Administrative






249.1



38.2



27.3







314.6Other Income, Net






(2.2
)


(6.0
)


(7.4
)






(15.6
)Restructuring and Other Special (Credits) Charges






(66.1
)






13.0







(53.1
)Income (Loss) from Operations






262.0



24.8



(7.0
)


2.9



282.7Interest Expense, Net






(194.5
)


0.2



(2.1
)






(196.4
)Loss on Modification or Extinguishment of Debt






(7.1
)














(7.1
)Income (Loss) before Income Taxes and Equity Income of
    Unconsolidated Entities






60.4



25.0



(9.1
)


2.9



79.2Income Tax (Expense) Benefit






(31.5
)


0.6



6.8







(24.1
)Income (Loss) before Equity Income of Unconsolidated Entities






28.9



25.6



(2.3
)


2.9



55.1Equity Income of Unconsolidated Entities














1.3







1.3Equity in Net Earnings of Subsidiaries


56.4



27.5



(1.9
)






(82.0
)


Net Income (Loss)

$
56.4


$
56.4


$
23.7


$
(1.0
)

$
(79.1
)

$
56.4   Year Ended December 31, 2008Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet Sales

$



$
2,380.3


$
1,404.6


$
423.1


$
(128.6
)

$
4,079.4Cost of Sales






2,119.7



1,212.9



384.1



(129.6
)


3,587.1Selling, General and Administrative






172.1



105.0



29.8







306.9Other (Income) Expense, Net






(1.4
)


4.2



(0.5
)






2.3Restructuring and Other Special Charges






33.2















33.2Income from Operations






56.7



82.5



9.7



1.0



149.9Interest (Expense) Income, Net






(212.6
)


1.3



(4.1
)






(215.4
)(Loss) Income before Income Taxes and Equity Income of
    Unconsolidated Entities






(155.9
)


83.8



5.6



1.0



(65.5
)Income Tax Expense






(27.6
)


(2.8
)


(4.0
)






(34.4
)(Loss) Income before Equity Income of Unconsolidated Entities






(183.5
)


81.0



1.6



1.0



(99.9
)Equity Income of Unconsolidated Entities














1.1







1.1Equity in Net Earnings of Subsidiaries


(99.7
)


84.7



2.2







12.8



(Loss) Income from Continuing Operations


(99.7
)


(98.8
)


83.2



2.7



13.8



(98.8
)Loss from Discontinued Operations, Net of Taxes






(0.9
)














(0.9
)Net (Loss) Income

$
(99.7
)

$
(99.7
)

$
83.2


$
2.7


$
13.8


$
(99.7
)  79




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2010Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and Cash Equivalents

$



$
107.1


$



$
31.6


$



$
138.7Receivables, Net






266.1



46.0



70.1







382.2Inventories, Net






315.8



55.2



46.3







417.3Deferred Income Tax Assets






27.4







0.6







28.0Intercompany


8.8



144.0



(103.3
)


(49.5
)






Other Current Assets






42.0



1.0



4.4







47.4Total Current Assets


8.8



902.4



(1.1
)


103.5







1,013.6Property, Plant and Equipment, Net






1,460.0



119.5



62.2



(0.2
)


1,641.5Investment in Consolidated Subsidiaries


738.2



220.8



0.8



129.6



(1,089.4
)


Goodwill






1,170.7







34.5







1,205.2Other Assets






600.2



0.2



23.9







624.3Total Assets

$
747.0


$
4,354.1


$
119.4


$
353.7


$
(1,089.6
)

$
4,484.6LIABILITIESCurrent Liabilities:Short-Term Debt and Current Portion of Long-Term Debt

$



$
18.9


$



$
7.1


$



$
26.0Accounts Payable






281.6



38.0



41.9







361.5Interest Payable






28.4















28.4Other Accrued Liabilities






157.4



8.7



13.7







179.8Total Current Liabilities






486.3



46.7



62.7







595.7Long-Term Debt






2,552.2







0.9







2,553.1Deferred Income Tax Liabilities






237.1







4.0







241.1Other Noncurrent Liabilities






340.3







7.4







347.7Total Liabilities






3,615.9



46.7



75.0







3,737.6SHAREHOLDERS EQUITYTotal Shareholders Equity


747.0



738.2



72.7



278.7



(1,089.6
)


747.0Total Liabilities and Shareholders Equity

$
747.0


$
4,354.1


$
119.4


$
353.7


$
(1,089.6
)

$
4,484.6   80




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2009Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and Cash Equivalents

$



$
124.3


$



$
25.5


$



$
149.8Receivables, Net






266.0



41.6



74.7







382.3Inventories, Net






333.2



56.8



46.5







436.5Deferred Income Tax Assets






34.4







0.3







34.7Intercompany


1.8



193.5



(130.9
)


(64.4
)






Other Current Assets






13.8



0.7



3.5







18.0Total Current Assets


1.8



965.2



(31.8
)


86.1







1,021.3Property, Plant and Equipment, Net






1,594.9



139.1



63.6



(0.2
)


1,797.4Investment in Consolidated Subsidiaries


727.0



184.2



(0.2
)


123.2



(1,034.2
)


Goodwill






1,171.9







32.7







1,204.6Other Assets






649.2



0.7



28.6







678.5Total Assets

$
728.8


$
4,565.4


$
107.8


$
334.2


$
(1,034.4
)

$
4,701.8LIABILITIESCurrent Liabilities:Short-Term Debt and Current Portion of Long-Term Debt

$



$
10.0


$



$
7.6


$



$
17.6Accounts Payable






282.8



39.5



39.5







361.8Interest Payable






42.7















42.7Other Accrued Liabilities






184.5



12.6



15.3







212.4Total Current Liabilities






520.0



52.1



62.4







634.5Long-Term Debt






2,782.6















2,782.6Deferred Income Tax Liabilities






221.7



0.9



4.3







226.9Other Noncurrent Liabilities






314.1







14.9







329.0Total Liabilities






3,838.4



53.0



81.6







3,973.0SHAREHOLDERS EQUITYTotal Shareholders Equity


728.8



727.0



54.8



252.6



(1,034.4
)


728.8Total Liabilities and Shareholders Equity

$
728.8


$
4,565.4


$
107.8


$
334.2


$
(1,034.4
)

$
4,701.8   81




---



##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31, 2010Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net Income (Loss)

$
10.7


$
10.7


$
25.9


$
3.1


$
(39.7
)

$
10.7Non-cash Items Included in Net Income (Loss):Depreciation and Amortization






263.1



16.7



8.9







288.7Amortization of Deferred Debt Issuance Costs






8.3















8.3Deferred Income Taxes






21.9



(0.3
)










21.6Amount of Postretirement
    Expense Less Than Funding






(16.0
)






(2.2
)






(18.2
)Impairment Charges/Asset Write-Offs






7.6



7.0











14.6Equity in Net Earnings of Subsidiaries


(10.7
)


(28.1
)


(1.0
)






39.8



Other, Net






9.1















9.1Changes in Operating Assets and Liabilities






45.7



(45.0
)


2.7



(0.1
)


3.3Net Cash Provided by Operating Activities






322.3



3.3



12.5







338.1CASH FLOWS FROM INVESTING ACTIVITIES:Capital Spending






(111.9
)


(3.3
)


(7.6
)






(122.8
)Other, Net






0.1















0.1Net Cash Used in Investing Activities






(111.8
)


(3.3
)


(7.6
)






(122.7
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Issuance or Modification of Debt






29.4







1.2







30.6Payments on Debt






(246.4
)














(246.4
)Borrowings under Revolving Credit Facilities






82.4







56.4







138.8Payments on Revolving Credit Facilities






(82.4
)






(57.3
)






(139.7
)Redemption and Early Tender Premiums and Debt Issuance Costs






(10.9
)














(10.9
)Other, Net






0.2















0.2Net Cash (Used in) Provided by Financing Activities






(227.7
)






0.3







(227.4
)Effect of Exchange Rate Changes on Cash














0.9







0.9Net (Decrease) Increase in Cash and Cash Equivalents






(17.2
)






6.1







(11.1
)Cash and Cash Equivalents at Beginning of Period






124.3







25.5







149.8CASH AND CASH EQUIVALENTS AT END OF PERIOD

$



$
107.1


$



$
31.6


$



$
138.7   82




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##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31, 2009Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net Income (Loss)

$
56.4


$
56.4


$
23.7


$
(1.0
)

$
(79.1
)

$
56.4Non-cash Items Included in Net Income (Loss):Depreciation and Amortization






271.5



23.1



10.8







305.4Amortization of Deferred Debt Issuance Costs






8.5















8.5Deferred Income Taxes






31.4







(11.8
)






19.6Amount of Postemployment
    Expense Greater (Less) Than Funding






10.0







(5.3
)






4.7Impairment Charges/Asset Write-Offs






3.1



2.7



11.8







17.6Equity in Net Earnings of Subsidiaries


(56.4
)


(27.5
)


1.9







82.0



Other, Net






(6.8
)














(6.8
)Changes in Operating Assets and Liabilities






126.4



(44.9
)


19.5



(2.9
)


98.1Net Cash Provided by Operating Activities






473.0



6.5



24.0







503.5CASH FLOWS FROM INVESTING ACTIVITIES:Capital Spending






(115.5
)


(8.2
)


(6.2
)






(129.9
)Proceeds from Sales of Assets, Net of Selling Costs










9.8











9.8Other, Net






(4.0
)


(0.6
)










(4.6
)Net Cash (Used in) Provided by Investing Activities






(119.5
)


1.0



(6.2
)






(124.7
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Issuance of Debt






423.8















423.8Payments on Debt






(664.5
)














(664.5
)Borrowings under Revolving Credit Facilities






105.9







60.3







166.2Payments on Revolving Credit Facilities






(249.1
)






(59.5
)






(308.6
)Redemption and Early Tender Premiums and Debt Issuance Costs






(16.1
)














(16.1
)Net Cash (Used in) Provided by Financing Activities






(400.0
)






0.8







(399.2
)Effect of Exchange Rate Changes on Cash














0.1







0.1Net (Decrease) Increase in Cash and Cash Equivalents






(46.5
)


7.5



18.7







(20.3
)Cash and Cash Equivalents at Beginning of Period






170.8



(7.5
)


6.8







170.1CASH AND CASH EQUIVALENTS AT END OF PERIOD

$



$
124.3


$



$
25.5


$



$
149.8   83




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##### Table of Contents



GRAPHIC
    PACKAGING HOLDING COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31, 2008Combined


CombinedSubsidiary


Guarantor


Nonguarantor


ConsolidatingIn millions

Parent


Issuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net (Loss) Income

$
(99.7
)

$
(99.7
)

$
83.2


$
2.7


$
13.8


$
(99.7
)Non-cash Items Included in Net (Loss) Income:Depreciation and Amortization






208.4



46.7



9.2







264.3Deferred Income Taxes






19.4



8.1



0.5







28.0Amount of Postemployment Expense Less Than Funding






(33.4
)






(5.0
)






(38.4
)Amortization of Deferred Debt Issuance Costs






7.9















7.9Inventory Step Up Related to Altivity










24.4











24.4Impairment Charges/Asset Write-offs






15.0



(0.2
)


0.1







14.9Equity in Net Earnings of Subsidiaries


99.7



(84.7
)


(2.2
)






(12.8
)


Other, Net






2.7



(0.9
)


0.4







2.2Changes in Operating Assets and Liabilities






117.2



(135.0
)


(0.2
)


(1.0
)


(19.0
)Net Cash Provided by Operating Activities






152.8



24.1



7.7







184.6CASH FLOWS FROM INVESTING ACTIVITIES:Capital Spending






(141.4
)


(31.6
)


(10.3
)






(183.3
)Acquisition Costs Related to Altivity






(30.3
)














(30.3
)Cash Acquired Related to Altivity






60.2















60.2Proceeds from Sales of Assets, Net of Selling Costs






20.3















20.3Other, Net






(11.1
)














(11.1
)Net Cash Used in Investing Activities






(102.3
)


(31.6
)


(10.3
)






(144.2
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Issuance of Debt






1,200.0















1,200.0Payments on Debt






(1,195.9
)














(1,195.9
)Borrowings under Revolving Credit Facilities






985.8







86.7







1,072.5Payments on Revolving Credit Facilities






(853.4
)






(87.1
)






(940.5
)Redemption and Early Tender Premiums and Debt Issuance Costs






(16.3
)














(16.3
)Net Cash Provided by (Used in) Financing Activities






120.2







(0.4
)






119.8Effect of Exchange Rate Changes on Cash














0.6







0.6Net Increase (Decrease) in Cash and Cash Equivalents






170.7



(7.5
)


(2.4
)






160.8Cash and Cash Equivalents at Beginning of Period






0.1







9.2







9.3CASH AND CASH EQUIVALENTS AT END OF PERIOD

$



$
170.8


$
(7.5
)

$
6.8


$



$
170.1  84




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               85




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                   86




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
    Form 10-K, Rules 13a-15(e) 15d-15(e) Form 10-K.
  Managements
    Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f).
    Internal
    Control  Integrated Framework
   87




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   88




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K,
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K,
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K,
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K,
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K,
 89




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    1.
    Consolidated Statements of Operations for each of the three
    years in the period ended December 31, 2010            2.
    All schedules are omitted as the information required is either
    included elsewhere in the consolidated financial statements
    herein or is not applicable.  Form 10-K
  ExhibitNumber

Description2
.3

Transaction Agreement and Agreement and Plan of Merger dated as
    of July 9, 2007, by and among the Company, Bluegrass
    Container Holdings, LLC, TPG Bluegrass IV, L.P., TPG Bluegrass
    IV  AIV 2, L.P., TPG Bluegrass V, L.P., TPG
    Bluegrass V  AIV 2, L.P., TPG FOF V  A,
    L.P., TPG FOF V  B, L.P., BCH Management, LLC, Field
    Holdings, Inc., New Giant Corporation and Giant Merger Sub, Inc.
    Filed as Exhibit 2.1 to Graphic Packaging
    Corporations Current Report on
    Form 8-K
    filed on July 11, 2007 and incorporated herein by reference.3
.1

Restated Certificate of Incorporation of New Giant Corporation.
    Filed as Exhibit 3.1 to Graphic Packaging Holding
    Companys Current Report on
    Form 8-K
    filed on March 10, 2008 and incorporated herein by
    reference.3
.2

Amended and Restated Bylaws of Graphic Packaging Holding
    Company. Filed as Exhibit 3.2 to Graphic Packaging Holding
    Companys Current Report on
    Form 8-K
    filed on March 10, 2008 and incorporated herein by
    reference.3
.3

Certificate of Designation Preferences and Rights of
    Series A Junior Participating Preferred Stock. Filed as
    Exhibit 3.3 to Graphic Packaging Holding Companys
    Current Report on
    Form 8-K
    filed on March 10, 2008 and incorporated herein by
    reference.4
.1

Stockholders Agreement dated as of July 9, 2007, by and
    among New Giant Corporation, the persons listed on the signature
    pages thereto as Family Stockholders, Clayton,
    Dubilier & Rice Fund V Limited Partnership, EXOR
    Group S.A., TPG Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG
    Bluegrass IV  AIV 2, L.P., TPG Bluegrass V,
    L.P., TPG Bluegrass V, Inc., TPG Bluegrass V 
    AIV 2, L.P., TPG FOF V  A, L.P. and TPG FOF
    V  B, L.P., and Field Holdings, Inc. Filed as
    Annex E to New Giant Corporations Registration
    Statement on
    Form S-4
    filed on August 31, 2007, as amended and incorporated
    herein by reference.4
.2

Registration Rights Agreement dated as of July 9, 2007, by
    and among New Giant Corporation, the persons listed on
    Schedule I thereto as Family Stockholders, any of the
    persons listed on Schedule I thereto as Astro
    Stockholders, Clayton, Dubilier & Rice
    Fund V Limited Partnership, EXOR Group S.A., TPG Bluegrass
    IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass IV 
    AIV 2, L.P., TPG Bluegrass V. L.P., TPG Bluegrass V, Inc.,
    TPB Bluegrass V  AIV 2, L.P., BCH Management, LLC,
    TPG FOF V  A, L.P., TPG FOF V  B., L.P.
    Filed as Annex F to New Giant Corporations
    Registration Statement on
    Form S-4
    filed on August 31, 2007, as amended and incorporated
    herein by reference. 90




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##### Table of Contents



ExhibitNumber

Description4
.3

Rights Agreement entered into between Graphic Packaging Holding
    Company and Wells Fargo Bank, National Association. Filed as
    Exhibit 4.3 to Graphic Packaging Holding Companys
    Current Report on
    Form 8-K
    filed on March 10, 2008 and incorporated herein by
    reference.4
.4

Indenture, dated as of June 16, 2009, among Graphic
    Packaging International, Inc., the guarantors named therein and
    U.S. Bank National Association, as Trustee, relating to the
    9.5% Senior Notes due 2017 of Graphic Packaging
    International, Inc. Filed as Exhibit 4.1 to Graphic
    Packaging Holding Companys Current Report on
    Form 8-K
    filed on June 18, 2009 and incorporated herein by reference.4
.5

Registration Rights Agreement entered into between Graphic
    Packaging Holding Company and Banc of America Securities LLC,
    J.P. Morgan Securities and Goldman, Sachs & Co.
    Filed as Exhibit 4.2 to Graphic Packaging Holding
    Companys Current Report on
    Form 8-K
    filed on June 18, 2009 and incorporated herein by reference.4
.6

Supplemental Indenture, dated as of August 20, 2009, among
    Graphic Packaging International, Inc., the guarantors named
    therein and U.S. Bank National Association, as Trustee, relating
    to the 9.5% Senior Notes due 2017 of Graphic Packaging
    International, Inc. Filed as Exhibit 4.1 to Graphic
    Packaging Holding Companys Current Report on
    Form 8-K
    filed on August 26, 2009 and incorporated herein by
    reference.4
.7

Registration Rights Agreement entered into between Graphic
    Packaging Holding Company and Banc of America Securities LLC.
    Filed as Exhibit 4.2 to Graphic Packaging Holding
    Companys Current Report on
    Form 8-K
    filed on August 26, 2009 and incorporated herein by
    reference.4
.8

Indenture, dated as of August 8, 2003, among Graphic
    Packaging International, Inc., as Issuer, Graphic Packaging
    Corporation and GPI Holding, Inc., as Note Guarantors, and Wells
    Fargo Bank Minnesota, National Association, as Trustee, relating
    to the 9.5% Senior Subordinated Notes due 2013 of Graphic
    Packaging International, Inc. Filed as Exhibit 4.5 to
    Graphic Packaging Corporations Current Report on
    Form 8-K
    filed on August 13, 2003 and incorporated herein by
    reference.4
.9

Form of 9.5% Senior Subordinated Notes due 2013 of Graphic
    Packaging International, Inc. (included in Exhibit 4.6).
    Filed as Exhibit A to the Indenture, dated as of
    August 8, 2003, among Graphic Packaging International,
    Inc., as Issuer, Registrant and GPI Holding, Inc., as Note
    Guarantors, and Wells Fargo Bank Minnesota, National
    Association, as Trustee, relating to the 9.5% Senior
    Subordinated Notes due 2013 of Graphic Packaging International,
    Inc. Filed as Exhibit 4.5 to Registrants Current
    Report on
    Form 8-K
    filed on August 13, 2003 and incorporated herein by
    reference.4
.10

Supplemental Indenture in Respect of Note Guarantee
    (9.5% Senior Subordinated Notes due 2013) dated as of
    March 10, 2008 among Bluegrass Container Holding, LLC and
    its subsidiaries, Graphic Packaging Holding Company, Graphic
    Packaging International, Inc., Graphic Packaging Corporation and
    Wells Fargo Bank, National Association, successor by merger to
    Wells Fargo Bank Minnesota, National Association. Filed as
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on March 10, 2008 and incorporated herein by
    reference.4
.11

Voting Agreement dated as of July 9, 2007, by and among
    Bluegrass Container Holdings, LLC, the persons listed on the
    signature pages thereto as a Family Stockholder, Clayton,
    Dubilier & Rice Fund V Limited Partnership, EXOR
    Group S.A., and, solely for the purposes of Section 5.2
    thereof, New Giant Corporation. Filed as Exhibit 10.1 to
    New Giant Corporations Current Report on
    Form 8-K
    filed on July 11, 2007 and incorporated herein by reference.4
.12

Indenture, dated as of September 29, 2010, among Graphic
    Packaging International, Inc. and Graphic Packaging Holding
    Company, Graphic Packaging Corporation and the other Note
    Guarantors party thereto, as Note Guarantors, and U.S. Bank
    National Association, as Trustee, relating to the
    7.87% Senior Notes due 2018 of Graphic Packaging
    International, Inc. Filed as Exhibit 4.1 to Graphic
    Packaging Holding Companys Current Report on
    Form 8-K
    filed on September 29, 2010 and incorporated herein by
    reference. 91




---



##### Table of Contents



ExhibitNumber

Description4
.13

First Amendment dated as of July 1, 2010 to the
    Stockholders Agreement dated as of July 9, 2007, by and
    among Graphic Packaging Holding Company, the persons listed on
    the signature pages thereto as Family Stockholders, Clayton,
    Dubilier & Rice Fund V Limited Partnership, Old
    Town S.A., Field Holdings, Inc., TPG Bluegrass IV, L.P., TPG
    Bluegrass IV, Inc., TPG Bluegrass IV  AIV 2, L.P.,
    TPG Bluegrass V, L.P., TPG Bluegrass V, Inc., TPG
    Bluegrass V  AIV 2, L.P., TPG FOF V-A, L.P. and TPG
    FOF V-B, L.P. Filed as Exhibit 4.1 to Graphic Packaging
    Holding Companys Quarterly Report on
    Form 10-Q
    filed on November 4, 2010 and incorporated herein by
    reference.4
.14

First Amendment dated as of July 1, 2010 to the
    Registration Rights Agreement dated as of July 9, 2007, by
    and among Graphic Packaging Holding Company, the persons listed
    on the signature pages thereto as Family Stockholders, Clayton,
    Dubilier & Rice Fund V Limited Partnership, Old
    Town S.A., Field Holdings, Inc., TPG Bluegrass IV, L.P., TPG
    Bluegrass IV, Inc., TPG Bluegrass IV  AIV 2, L.P.,
    TPG Bluegrass V, L.P., TPG Bluegrass V, Inc., TPG
    Bluegrass V  AIV 2, L.P., TPG FOF V-A, L.P., TPG FOF
    V-B, L.P. and BCH Management, LLC. Filed as Exhibit 4.2 to
    Graphic Packaging Holding Companys Quarterly Report on
    Form 10-Q
    filed on November 4, 2010 and incorporated herein by
    reference.10
.1

$1,355,000,000 Credit Agreement dated as of May 16, 2007
    among Graphic Packaging International, Inc., Bank of America,
    N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and
    Alternative Currency Funding Fronting Lender, Deutsche Bank
    Securities Inc., as Syndication Agent, Goldman Sachs Credit
    Partners L.P., LaSalle Bank National Association and Morgan
    Stanley Senior Funding, Inc., as Co-Documentation Agents, and
    the several lenders from time to time party thereto. Filed as
    Exhibit 10.1 to Graphic Packaging Corporations
    Current Report on
    Form 8-K
    filed on May 21, 2007 and incorporated herein by reference.10
.2

Amendment No. 1 to Credit Agreement dated as of
    March 10, 2007 by and among Graphic Packaging
    International, Inc., Graphic Packaging Corporation, Bank of
    America, N.A., as Administrative Agent, and the Lenders
    signatory thereto. Filed as Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on March 10, 2008 and incorporated herein by
    reference.10
.3

Amendment No. 2 to Credit Agreement dated as of
    March 10, 2007 by and among Graphic Packaging
    International, Inc., Graphic Packaging Corporation, Bank of
    America, N.A. as Administrative Agent; and the Lenders signatory
    thereto. Filed as Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    filed on March 10, 2008 and incorporated herein by
    reference.10
.4

Amendment No. 3 to Credit Agreement dated as of
    December 3, 2009 by and among Graphic Packaging
    International, Inc., Graphic Packaging Corporation, Bank of
    America, N.A. as Administrative Agent, the Lenders signatory
    thereto, and each of the Subsidiary Guarantors signatory
    thereto. Filed as Exhibit 10.4 to Graphic Packaging Holding
    Companys Annual Report on
    Form 10-K
    filed on February 23, 2010 and incorporated herein by
    reference.10
.5*

Employment Agreement, dated as of November 13, 2009, by and
    among Graphic Packaging International, Inc., Registrant and
    David W. Scheible. Filed as Exhibit 10.8 to
    Registrants Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.6*

Employment Agreement, dated as of November 5, 2009, by and
    among Graphic Packaging International, Inc., Registrant and
    Daniel J. Blount. Filed as Exhibit 10.3 to
    Registrants Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.7*

Employment Agreement, dated as of September 15, 2009, by
    and among Graphic Packaging International, Inc., Registrant and
    Stephen A. Hellrung. Filed as Exhibit 10.6 to
    Registrants Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.8*

Employment Agreement, dated as of November 9, 2009, by and
    among Graphic Packaging International, Inc., Registrant and
    Michael R. Schmal. Filed as Exhibit 10.9 to
    Registrants Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.9*

Employment Agreement, dated as of October 6, 2009, by and
    among Graphic Packaging International, Inc., Registrant and
    Michael P. Doss. Filed as Exhibit 10.4 to Registrants
    Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference. 92




---



##### Table of Contents



ExhibitNumber

Description10
.10*

Employment Agreement, dated as of October 13, 2009, by and
    among Graphic Packaging International, Inc., Registrant and
    Cynthia A. Baerman. Filed as Exhibit 10.1 to
    Registrants Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.11*

Employment Agreement, dated as of October 13, 2009, by and
    among Graphic Packaging International, Inc., Registrant and John
    C. Best. Filed as Exhibit 10.2 to Registrants Current
    Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.12*

Employment Agreement, dated as of September 25, 2009, by
    and among Graphic Packaging International, Inc., Registrant and
    Kristopher L. Dover. Filed as Exhibit 10.5 to
    Registrants Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.13*

Employment Agreement, dated as of October 26, 2009, by and
    among Graphic Packaging International, Inc., Registrant and Alan
    Nichols. Filed as Exhibit 10.7 to Registrants Current
    Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.14*

Employment Agreement, dated as of October 19, 2009, by and
    among Graphic Packaging International, Inc., Registrant and
    Joseph P. Yost. Filed as Exhibit 10.10 to Registrants
    Current Report on
    Form 8-K
    filed on January 22, 2010 and incorporated herein by
    reference.10
.15*

Employment Agreement, dated as of August 9, 2010, by and
    among Graphic Packaging International, Inc., Registrant and
    Philip H. Geminder. Filed as Exhibit 10.1 to
    Registrants Current Report on
    Form 8-K
    filed on August 12, 2010 and incorporated herein by
    reference.10
.16*

2003 Riverwood Holding, Inc. Long-Term Incentive Plan. Filed as
    Exhibit 10.15 to Registration Statement on
    Form S-4
    (Registration Statement
    No. 333-104928)
    filed on May 2, 2003 and incorporated herein by reference.10
.17*

Riverwood Holding, Inc. 2002 Stock Incentive Plan. Filed as
    Exhibit 10.19 to Registrants Annual Report on
    Form 10-K
    filed April 15, 2003 and incorporated herein by reference.10
.18*

Amendment No. 1 to Riverwood Holding, Inc. Stock Incentive
    Plan, Riverwood Holding, Inc. Supplemental Long-Term Incentive
    Plan and Riverwood Holding, Inc. 2002 Stock Incentive Plan.
    Filed as Exhibit 10.11 to Registrants Quarterly
    Report on
    Form 10-Q
    filed on November 14, 2003 and incorporated herein by
    reference.10
.19*

Form of Management Stock Option Agreement entered into by and
    between Registrant and each of Michael R. Schmal, Daniel J.
    Blount and Stephen A. Hellrung. Filed as Exhibit 10.13 to
    Registrants Quarterly Report on
    Form 10-Q
    filed on November 14, 2003 and incorporated herein by
    reference.10
.20*

Graphic Packaging Equity Incentive Plan, as amended and
    restated, effective as of March 1, 2001. Filed as
    Exhibit 10.9 to Graphic Packaging International
    Corporations Annual Report on
    Form 10-K
    filed on March 23, 2001 and incorporated herein by
    reference.10
.21*

Graphic Packaging Equity Compensation Plan for Non-Employee
    Directors, as amended and restated. Filed as Exhibit 10.10
    to Graphic Packaging International Corporations Annual
    Report on
    Form 10-K
    filed on March 23, 2001 and incorporated herein by
    reference.10
.22*

Graphic Packaging Excess Benefit Plan, as amended and restated,
    effective as of January 1, 2009. Filed as
    Exhibit 10.22 to Graphic Packaging Holding Companys
    Annual Report on
    Form 10-K
    filed on February 23, 2010 and incorporated herein by
    reference.10
.23*

Graphic Packaging Supplemental Retirement Plan, as amended and
    restated, effective as of January 1, 2009. Filed as
    Exhibit 10.23 to Graphic Packaging Holding Companys
    Annual Report on
    Form 10-K
    filed on February 23, 2010 and incorporated herein by
    reference.10
.24*

ACX Technologies, Inc. Deferred Compensation Plan, as amended.
    Filed as Exhibit 10.15 to Graphic Packaging International
    Corporations Annual Report on
    Form 10-K
    filed on March 7, 1996 and incorporated herein by reference.10
.25*

First Amendment to the Graphic Packaging Deferred Compensation
    Plan. Filed as Exhibit 10.16 to Graphic Packaging
    International Corporations Annual Report on
    Form 10-K
    filed on March 23, 2001 and incorporated herein by
    reference. 93




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##### Table of Contents



ExhibitNumber

Description10
.26

Form of Indemnification Agreement, dated as of
    September 10, 2003, entered into by and among Registrant,
    GPI Holding, Inc., Graphic Packaging International, Inc. and
    each of Jeffrey H. Coors, Stephen M. Humphrey, Kevin J. Conway,
    G. Andrea Botta, John D. Beckett, Harold R. Logan, Jr., John R.
    Miller, Robert W. Tieken, B. Charles Ames (as emeritus director)
    and William K. Coors (as emeritus director). Filed as
    Exhibit 10.30 to Graphic Packaging Corporations
    Annual Report on
    Form 10-K
    filed on March 16, 2004 and incorporated herein by
    reference.10
.27*

Amended and Restated 2004 Stock and Incentive Compensation Plan
    effective May 13, 2009. Filed as Appendix A of the
    Registrants Definitive Proxy Statement on
    Schedule 14A filed on April 23, 2009 and incorporated
    herein by reference.10
.28*

Amended and Restated Riverwood Holding, Inc. Stock Incentive
    Plan effective May 17, 2005. Filed as Exhibit 10.38 to
    Registrants Annual Report on
    Form 10-K
    filed on March 2, 2007 and incorporated herein by reference.10
.29*

Form of Service Restricted Stock Unit Award Agreement granted on
    March 16, 2005 under the 2004 Stock and Incentive
    Compensation Plan. Filed as Exhibit 10.32 to
    Registrants Annual Report on
    Form 10-K
    filed on March 3, 2006 and incorporated herein by reference.10
.30*

Form of Service-Based Restricted Stock Unit Award Agreement
    granted on March 4, 2009. Filed as Exhibit 10.30 to
    Graphic Packaging Holding Companys Annual Report on
    Form 10-K
    filed on February 23, 2010 and incorporated herein by
    reference.10
.31*

Form of Performance-Based Restricted Stock Unit Award Agreement
    granted on March 4, 2009. Filed as Exhibit 10.31 to
    Graphic Packaging Holding Companys Annual Report on
    Form 10-K
    filed on February 23, 2010 and incorporated herein by
    reference.10
.32*

Graphic Packaging International, Inc. Management Incentive Plan.10
.33

Master Services Agreement dated November 29, 2007 by and
    between Graphic Packaging International, Inc. and Perot Systems
    Corporation. Filed as Exhibit 10.1 to Registrants
    Current Report on
    Form 8-K
    filed on December 5, 2007 and incorporated herein by
    reference.10
.34

Purchase Agreement dated August 13, 2009, among Graphic
    Packaging International, Inc., Graphic Packaging Holding
    Company, Graphic Packaging Corporation, the other Guarantors
    party thereto, and Banc of America Securities LLC. Filed as
    Exhibit 10.1 to Graphic Packaging Holding Companys
    Current Report on
    Form 8-K
    filed on August 17, 2009 and incorporated herein by
    reference.10
.35*

Graphic Packaging International, Inc. Supplemental Plan for
    Participants in the Riverwood International Employees Retirement
    Plan, as amended and restated, effective as of January 1,
    2009. Filed as Exhibit 10.36 to Graphic Packaging Holding
    Companys Annual Report on
    Form 10-K
    filed on February 23, 2010 and incorporated herein by
    reference.10
.36*

Riverwood International Change in Control Supplemental
    Retirement Plan, as amended and restated, effective as of
    January 1, 2008. Filed as Exhibit 10.37 to Graphic
    Packaging Holding Companys Annual Report on
    Form 10-K
    filed on February 23, 2010 and incorporated herein by
    reference.10
.37

Amended and Restated Form of Indemnification Agreement for
    Directors. Filed as Exhibit 10.1 to Graphic Packaging
    Holding Companys Quarterly Report on
    Form 10-Q
    filed on November 4, 2010 and incorporated herein by
    reference.10
.38*

Riverwood International Employees Retirement Plan, as amended
    and restated through December 31, 2009.10
.39*

First Amendment to the Riverwood International Employees
    Retirement Plan effective as of July 1, 2010.10
.40*

Second Amendment to the Riverwood International Employees
    Retirement Plan effective as of November 5, 2010.10
.41*

Graphic Packaging Retirement Plan, as amended and restated
    through December 31, 2009.10
.42*

First Amendment to the Graphic Packaging Retirement Plan
    effective as of July 1, 2010.10
.43*

Second Amendment to the Graphic Packaging Retirement Plan
    effective as of November 5, 2010.14
.1

Code of Business Conduct and Ethics. 94




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ExhibitNumber

Description21
.1

List of Subsidiaries.23
.1

Consents of Ernst & Young LLP.31
.1

Certification required by
    Rule 13a-14(a).31
.2

Certification required by
    Rule 13a-14(a).32
.1

Certification required by Section 1350 of Chapter 63
    of Title 18 of the United States Code.32
.2

Certification required by Section 1350 of Chapter 63
    of Title 18 of the United States Code.     *
    
    Executive compensation plan or agreement. 95




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##### Table of Contents



SIGNATURES    GRAPHIC
    PACKAGING HOLDING COMPANY
   /s/  DAVID
    W. SCHEIBLEDavid
    W. Scheible

President and Chief Executive Officer (Principal Executive
    Officer)

March 8, 2011/s/  DANIEL
    J. BLOUNTDaniel
    J. Blount

Senior Vice President and Chief Financial Officer (Principal
    Financial Officer)

March 8, 2011/s/  DEBORAH
    R. FRANKDeborah
    R. Frank

Vice President and Chief Accounting Officer (Principal
    Accounting Officer)

March 8, 2011   POWER OF
    ATTORNEY
  Form 10-K Form 10-K, Form 10-K and/or
  Signatures

Title

Date/s/  JOHN
    R. MILLERJohn
    R. Miller

Non-Executive Chairman and Director

March 8, 2011/s/  GEORGE
    V. BAYLYGeorge
    V. Bayly

Director

March 8, 2011/s/  G.
    ANDREA BOTTAG.
    Andrea Botta

Director

March 8, 2011/s/  KEVIN
    R. BURNSKevin
    R. Burns

Director

March 8, 2011/s/  KEVIN
    J. CONWAYKevin
    J. Conway

Director

March 8, 2011/s/  JEFFREY
    H. COORSJeffrey
    H. Coors

Director

March 8, 2011/s/  JEFFREY
    LIAWJeffrey
    Liaw

Director

March 8, 2011/s/  HAROLD
    R. LOGAN, JR.Harold
    R. Logan, Jr.

Director

March 8, 2011/s/  MICHAEL
    G. MACDOUGALLMichael
    G. MacDougall

Director

March 8, 2011/s/  DAVID
    W. SCHEIBLEDavid
    W. Scheible

Director

March 8, 2011/s/  ROBERT
    W. TIEKENRobert
    W. Tieken

Director

March 8, 2011/s/  LYNN
    A. WENTWORTHLynn
    A. Wentworth

Director

March 8, 2011  96




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