GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

This disclosure is required because certain subsidiaries are guarantors of GPII debt securities.

These consolidating financial statements reflect GPHC and GPC (collectively “the Parent”); GPII, the Subsidiary Issuer; and the Subsidiary Guarantors, which consist of all material 100% owned subsidiaries of GPII other than its foreign subsidiaries; and the nonguarantor subsidiaries (herein referred to as “Nonguarantor Subsidiaries”). The Nonguarantor Subsidiaries include all of GPII's foreign subsidiaries and the operations of GFP. Separate complete financial statements of the Subsidiary Guarantors are not presented because the guarantors are jointly and severally, fully and unconditionally liable under the guarantees.



	Year Ended December 31, 2013
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	—		$	3,298.4		$	65.3		$	1,305.4		$	(191.0	)	$	4,478.1
Cost of Sales	—			2,680.1			49.1			1,214.3			(191.0		)	3,752.5
Selling, General and Administrative	—			260.7			6.8			116.8			—			384.3
Other Income, Net	—			(7.3		)	—			(6.1		)	—			(13.4		)
Restructuring and Other Special Charges	—			4.6			—			8.5			—			13.1
Income (Loss) from Operations	—			360.3			9.4			(28.1		)	—			341.6
Interest Expense, Net	—			(91.5		)	—			(10.4		)	—			(101.9		)
Loss on Modification or Extinguishment of Debt	—			(27.1		)	—			—			—			(27.1		)
Income (Loss) before Income Taxes and Equity Income of Unconsolidated Entities	—			241.7			9.4			(38.5		)	—			212.6
Income Tax Expense	—			(63.0		)	(3.6		)	(0.8		)	—			(67.4		)
Income (Loss) before Equity Income of Unconsolidated Entities	—			178.7			5.8			(39.3		)	—			145.2
Equity Income of Unconsolidated Entities	—			—			—			1.5			—			1.5
Equity in Net Earnings of Subsidiaries	146.7			(32.0		)	(2.0		)	—			(112.7		)	—
Net Income (Loss)	146.7			146.7			3.8			(37.8		)	(112.7		)	146.7
Net Income Attributable to Noncontrolling Interests	(0.1		)	(0.1		)	—			—			0.1			(0.1		)
Net Income (Loss) Attributable to Graphic Packaging Holding Company	$	146.6		$	146.6		$	3.8		$	(37.8	)	$	(112.6	)	$	146.6

Comprehensive Income (Loss) Attributable to Graphic Packaging Holding Company	$	269.7		$	269.7		$	3.3		$	(45.6	)	$	(227.4	)	$	269.7



	Year Ended December 31, 2012
In millions	Parent		Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	—	$	3,335.6		$	65.2		$	1,138.4		$	(202.1	)	$	4,337.1
Cost of Sales	—		2,717.5			49.0			1,053.1			(202.1		)	3,617.5
Selling, General and Administrative	—		283.1			7.5			87.5			—			378.1
Other Income, Net	—		(6.4		)	(0.2		)	(0.7		)	—			(7.3		)
Restructuring and Other Special Charges	—		11.0			—			15.4			—			26.4
Income (Loss) from Operations	—		330.4			8.9			(16.9		)	—			322.4
Interest Expense, Net	—		(103.4		)	—			(7.7		)	—			(111.1		)
Loss on Modification or Extinguishment of Debt	—		(11.0		)	—			—			—			(11.0		)
Income (Loss) before Income Taxes and Equity Income of Unconsolidated Entities	—		216.0			8.9			(24.6		)	—			200.3
Income Tax (Expense) Benefit	—		(79.4		)	(3.4		)	0.3			—			(82.5		)
Income (Loss) before Equity Income of Unconsolidated Entities	—		136.6			5.5			(24.3		)	—			117.8
Equity Income of Unconsolidated Entities	—		—			—			2.3			—			2.3
Equity in Net Earnings of Subsidiaries	120.1		(16.5		)	(1.2		)	—			(102.4		)	—
Net Income (Loss)	120.1		120.1			4.3			(22.0		)	(102.4		)	120.1
Net Loss Attributable to Noncontrolling Interests	2.5		2.5			—			—			(2.5		)	2.5
Net Income (Loss) Attributable to Graphic Packaging Holding Company	$	122.6	$	122.6		$	4.3		$	(22.0	)	$	(104.9	)	$	122.6

Comprehensive Income (Loss) Attributable to Graphic Packaging Holding Company	$	93.4	$	93.4		$	7.2		$	(15.6	)	$	(85.0	)	$	93.4



	Year Ended December 31, 2011
In millions	Parent		Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	—	$	3,316.8		$	63.9		$	1,057.6		$	(232.0	)	$	4,206.3
Cost of Sales	—		2,786.2			48.5			966.1			(232.0		)	3,568.8
Selling, General and Administrative	—		272.9			6.6			62.9			—			342.4
Other (Income) Expense, Net	—		(1.3		)	0.1			(1.5		)	—			(2.7		)
Restructuring, Goodwill Impairment and Other Special Charges	—		11.2			—			96.3			—			107.5
Income (Loss) from Operations	—		247.8			8.7			(66.2		)	—			190.3
Interest Expense, Net	—		(143.0		)	—			(1.9		)	—			(144.9		)
Loss on Modification or Extinguishment of Debt	—		(2.1		)	—			—			—			(2.1		)
Income (Loss) before Income Taxes and Equity Income of Unconsolidated Entities	—		102.7			8.7			(68.1		)	—			43.3
Income Tax (Benefit) Expense	—		235.5			(0.2		)	(5.5		)	—			229.8
Income (Loss) before Equity Income of Unconsolidated Entities	—		338.2			8.5			(73.6		)	—			273.1
Equity Income of Unconsolidated Entities	—		—			—			2.1			—			2.1
Equity in Net Earnings of Subsidiaries	275.2		(63.0		)	2.7			—			(214.9		)	—
Net Income (Loss)	$	275.2	$	275.2		$	11.2		$	(71.5	)	$	(214.9	)	$	275.2
Net Loss Attributable to Noncontrolling Interests	1.7		1.7			—			—			(1.7		)	1.7
Net Income (Loss) Attributable to Graphic Packaging Holding Company	$	276.9	$	276.9		$	11.2		$	(71.5	)	$	(216.6	)	$	276.9

Comprehensive Income (Loss) Attributable to Graphic Packaging Holding Company	$	208.1	$	208.1		$	6.4		$	(97.7	)	$	(116.8	)	$	208.1



	Year Ended December 31, 2013
In millions	Parent		Subsidiary Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated

ASSETS
Current Assets:
Cash and Cash Equivalents	$	—	$	1.3	$	—	$	50.9		$	—		$	52.2
Receivables, Net	—		218.0		7.0		187.8			—			412.8
Inventories, Net	—		368.0		4.4		184.7			—			557.1
Deferred Income Tax Assets	—		171.9		—		—			(0.6		)	171.3
Intercompany	59.0		595.5		—		—			(654.5		)	—
Other Current Assets	—		23.2		—		15.6			—			38.8
Total Current Assets	59.0		1,377.9		11.4		439.0			(655.1		)	1,232.2
Property, Plant and Equipment, Net	—		1,410.7		14.2		254.1			(0.1		)	1,678.9
Investment in Consolidated Subsidiaries	1,014.5		—		24.2		—			(1,038.7		)	—
Goodwill	—		1,043.2		47.2		35.0			—			1,125.4
Other Assets	—		395.6		16.9		110.3			—			522.8
Total Assets	$	1,073.5	$	4,227.4	$	113.9	$	838.4		$	(1,693.9	)	$	4,559.3

LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	—	$	62.7	$	—	$	14.7		$	—		$	77.4
Accounts Payable	—		303.1		5.6		119.6			—			428.3
Interest Payable	—		15.0		—		0.2			—			15.2
Intercompany	—		—		41.7		645.7			(687.4		)	—
Other Accrued Liabilities	—		142.5		0.9		46.9			—			190.3
Total Current Liabilities	—		523.3		48.2		827.1			(687.4		)	711.2
Long-Term Debt	—		2,123.7		—		52.5			—			2,176.2
Deferred Income Tax Liabilities	—		321.5		—		8.4			—			329.9
Other Noncurrent Liabilities	—		233.1		—		35.3			—			268.4

Redeemable Noncontrolling Interests	11.3		11.3		—		—			(11.3		)	11.3

EQUITY
Total Graphic Packaging Holding Company Shareholders' Equity	1,062.2		1,014.5		65.7		(84.9		)	(995.2		)	1,062.3
Noncontrolling Interests	—		—		—		—			—			—
Total Equity	1,062.2		1,014.5		65.7		(84.9		)	(995.2		)	1,062.3
Total Liabilities and Equity	$	1,073.5	$	4,227.4	$	113.9	$	838.4		$	(1,693.9	)	$	4,559.3



	Year Ended December 31, 2012
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated

ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	5.9		$	—	$	45.6		$	—		$	51.5
Receivables, Net	—			245.0			6.3		210.0			—			461.3
Inventories, Net	—			341.3			4.2		187.0			—			532.5
Deferred Income Tax Assets	—			138.7			—		0.6			—			139.3
Intercompany	38.3			672.5			—		—			(710.8		)	—
Other Current Assets	—			12.6			0.1		5.7			—			18.4
Total Current Assets	38.3			1,416.0			10.6		448.9			(710.8		)	1,203.0
Property, Plant and Equipment, Net	—			1,421.2			15.4		295.7			(0.1		)	1,732.2
Investment in Consolidated Subsidiaries	944.8			2.0			26.6		—			(973.4		)	—
Goodwill	—			1,046.6			47.2		45.2			—			1,139.0
Other Assets	—			417.5			18.5		121.4			—			557.4
Total Assets	$	983.1		$	4,303.3		$	118.3	$	911.2		$	(1,684.3	)	$	4,631.6

LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	—		$	62.3		$	—	$	17.5		$	—		$	79.8
Accounts Payable	—			312.4			5.9		135.4			—			453.7
Interest Payable	—			10.1			—		—			—			10.1
Intercompany	—			—			52.5		658.5			(711.0		)	—
Other Accrued Liabilities	—			165.7			0.9		42.7			—			209.3
Total Current Liabilities	—			550.5			59.3		854.1			(711.0		)	752.9
Long-Term Debt	—			2,212.9			—		40.6			—			2,253.5
Deferred Income Tax Liabilities	—			134.1			—		13.7			—			147.8
Other Noncurrent Liabilities	—			451.9			—		42.4			—			494.3

Redeemable Noncontrolling Interests	10.8			10.8			—		—			(10.8		)	10.8

EQUITY
Total Graphic Packaging Holding Company Shareholders' Equity	974.0			944.8			59.0		(39.6		)	(964.2		)	974.0
Noncontrolling Interests	(1.7		)	(1.7		)	—		—			1.7			(1.7		)
Total Shareholders’ Equity	972.3			943.1			59.0		(39.6		)	(962.5		)	972.3
Total Liabilities and Equity	$	983.1		$	4,303.3		$	118.3	$	911.2		$	(1,684.3	)	$	4,631.6



	Year Ended December 31, 2013
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	146.7		$	146.7		$	3.8		$	(37.8	)	$	(112.7	)	$	146.7
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization				223.7			4.1			49.6			—			277.4
Write-off of Deferred Debt Issuance Costs on Early Extinguishment of Debt	—			—			4.5			—			—			4.5
Amortization of Deferred Debt Issuance Costs	—			—			7.0			—			—			7.0
Deferred Income Taxes	—			65.3			—			(2.6		)	—			62.7
Amount of Postretirement Expense Less Than Funding	—			(7.2		)	—			(5.2		)	—			(12.4		)
Gain on the Sale of Assets	—			—			—			(26.6		)	—			(26.6		)
Impairment Charges/Asset Write-Offs	—			3.5			—			(2.0		)	—			1.5
Equity in Net Earnings of Subsidiaries	(146.7		)	32.0			2.0			—			112.7			—
Other, Net	—			19.3			—			0.2			—			19.5
Changes in Operating Assets and Liabilities	—			(176.7		)	180.1			(24.8		)	(0.9		)	(22.3		)
Net Cash Provided by (Used in) Operating Activities	—			306.6			201.5			(49.2		)	(0.9		)	458.0

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	—			(181.4		)	(1.5		)	(26.3		)	—			(209.2		)
Proceeds for Sales of Assets, Net of Selling Cost	—			0.3			—			73.2			—			73.5
Other, Net	(0.9		)	(8.7		)	—			—			0.9			(8.7		)
Net Cash (Used in) Provided by Investing Activities	(0.9		)	(189.8		)	(1.5		)	46.9			0.9			(144.4		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Common Stock	—			—			(200.0		)	—			—			(200.0		)
Proceeds from Issuance or Modification of Debt	—			425.0			—			—			—			425.0
Retirement of Long-Term Debt	—			(425.0		)	—			—			—			(425.0		)
Payments on Debt	—			(60.4		)	—			(10.9		)	—			(71.3		)
Borrowings under Revolving Credit Facilities	—			1,502.7			—			226.5			—			1,729.2
Payments on Revolving Credit Facilities	—			(1,532.5		)	—			(205.5		)	—			(1,738.0		)
Debt Issuance Costs	—			(29.9		)	—			—						(29.9		)
Repurchase of Common Stock related to Share-Based Payments	(11.2		)	—			—			—			—			(11.2		)
Other, Net	12.1			(1.3		)	—			(0.7		)	—			10.1
Net Cash Provided by (Used in) Financing Activities	0.9			(121.4		)	(200.0		)	9.4			—			(311.1		)

Effect of Exchange Rate Changes on Cash	—			—			—			(1.8		)	—			(1.8		)

Net (Decrease) Increase in Cash and Cash Equivalents	—			(4.6		)	—			5.3			—			0.7
Cash and Cash Equivalents at Beginning of Period	—			5.9			—			45.6			—			51.5
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	1.3		$	—		$	50.9		$	—		$	52.2



	Year Ended December 31, 2012
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	120.1		$	120.1		$	4.3		$	(22.0	)	$	(102.4	)	$	120.1
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	—			224.8			4.2			37.8			—			266.8
Write-off of Deferred Debt Issuance Costs on Early Extinguishment of Debt	—			7.5			—			—			—			7.5
Amortization of Deferred Debt Issuance Costs	—			6.2			—			—			—			6.2
Deferred Income Taxes	—			76.0			—			—			—			76.0
Amount of Postretirement Expense Less Than Funding	—			(12.0		)	—			(2.0		)	—			(14.0		)
Impairment Charges/Asset Write-Offs	—			5.4			—			0.2			—			5.6
Equity in Net Earnings of Subsidiaries	(120.1		)	16.5			1.2			—			102.4			—
Other, Net	—			23.3			—			(5.8		)	—			17.5
Changes in Operating Assets and Liabilities	—			(12.6		)	(8.4		)	3.9			—			(17.1		)
Net Cash Provided by Operating Activities	—			455.2			1.3			12.1			—			468.6

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	—			(171.6		)	(1.3		)	(30.4		)	—			(203.3		)
Acquisition of Business	—			(118.1		)	—			—			—			(118.1		)
Cash Acquired Related to Business Acquisitions	—			—			—			13.1			—			13.1
Proceeds from Sale of Assets, Net of Selling Costs	—			18.8			—			—			—			18.8
Other, Net	310.7			(4.5		)	—			—			(310.7		)	(4.5		)
Net Cash Provided by (Used in) Investing Activities	310.7			(275.4		)	(1.3		)	(17.3		)	(310.7		)	(294.0		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Common Stock	(300.0		)	—			—			—			—			(300.0		)
Proceeds from Issuance or Modification of Debt	—			1,300.0			—			—			—			1,300.0
Payments on Debt	—			(1,703.4		)	—			—			—			(1,703.4		)
Borrowings under Revolving Credit Facilities	—			1,310.9			—			56.3			—			1,367.2
Payments on Revolving Credit Facilities	—			(985.1		)	—			(49.6		)	—			(1,034.7		)
Debt Issuance Costs	—			(27.7		)	—			—			—			(27.7		)
Repurchase of Common Stock Related to Share-Based Payments	(10.7		)	—			—			—			—			(10.7		)
Other, Net	—			(297.5		)	—			—			310.7			13.2
Net Cash (Used in) Provided by Financing Activities	(310.7		)	(402.8		)	—			6.7			310.7			(396.1		)

Effect of Exchange Rate Changes on Cash	—			—			—			1.2			—			1.2

Net (Decrease) Increase in Cash and Cash Equivalents	—			(223.0		)	—			2.7			—			(220.3		)
Cash and Cash Equivalents at Beginning of Period	—			228.9			—			42.9			—			271.8
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	5.9		$	—		$	45.6		$	—		$	51.5



	Year Ended December 31, 2011
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	275.2		$	275.2		$	11.2		$	(71.5	)	$	(214.9	)	$	275.2
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	—			250.7			2.7			25.0			—			278.4
Goodwill Impairment Charge	—			—			—			96.3			—			96.3
Amortization of Deferred Debt Issuance Costs	—			7.0			—			—			—			7.0
Deferred Income Taxes	—			(227.2		)	(11.7		)	0.5			—			(238.4		)
Amount of Postretirement Expense Less Than Funding	—			(34.2		)	(0.3		)	(4.3		)	—			(38.8		)
Impairment Charges/Asset Write-Offs	—			6.7			—			0.3			—			7.0
Equity in Net Earnings of Subsidiaries	(275.2		)	63.0			(2.7		)	—			214.9			—
Other, Net	—			20.9			—			1.0			—			21.9
Changes in Operating Assets and Liabilities	—			(1.2		)	1.4			(21.0		)	—			(20.8		)
Net Cash Provided by Operating Activities	—			360.9			0.6			26.3			—			387.8

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	—			(142.7		)	(0.6		)	(16.8		)	—			(160.1		)
Acquisition of Business	—			(51.9		)	—			—			—			(51.9		)
Proceeds from Sale of Assets, Net of Selling Costs	—			2.3			—			—			—			2.3
Other, Net	(204.8		)	(28.0		)	—			—			230.7			(2.1		)
Net Cash Used in Investing Activities	(204.8		)	(220.3		)	(0.6		)	(16.8		)	230.7			(211.8		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds from Issuance of Common Stock	237.7			—			—			—			—			237.7
Repurchase of Common Stock	(32.9		)	—			—			—			—			(32.9		)
Payments on Debt	—			(223.3		)	—			(25.9		)	—			(249.2		)
Borrowings under Revolving Credit Facilities	—			30.0			—			62.1			—			92.1
Payments on Revolving Credit Facilities	—			(30.0		)	—			(59.6		)	—			(89.6		)
Other, Net	—			204.5			—			25.9			(230.7		)	(0.3		)
Net Cash Provided by (Used in) Financing Activities	204.8			(18.8		)	—			2.5			(230.7		)	(42.2		)

Effect of Exchange Rate Changes on Cash	—			—			—			(0.7		)	—			(0.7		)

Net Increase in Cash and Cash Equivalents	—			121.8			—			11.3			—			133.1
Cash and Cash Equivalents at Beginning of Period	—			107.1			—			31.6			—			138.7
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	228.9		$	—		$	42.9		$	—		$	271.8