GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

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

These consolidating financial statements reflect GPHC (“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 immaterial domestic subsidiaries. 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, 2016
In millions	Parent		Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	—	$	3,462.5		$	106.2		$	1,051.3		$	(321.9	)	$	4,298.1
Cost of Sales	—		2,812.2			88.6			927.3			(321.9		)	3,506.2
Selling, General and Administrative	—		264.4			11.2			80.1			—			355.7
Other (Income) Expense, Net	—		(3.8		)	—			6.9			—			3.1
Business Combinations and Other Special Charges	—		32.9			—			4.2			—			37.1
Income from Operations	—		356.8			6.4			32.8			—			396.0
Interest Expense, Net	—		(72.3		)	—			(4.3		)	—			(76.6		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	—		284.5			6.4			28.5			—			319.4
Income Tax Expense	—		(81.5		)	(2.6		)	(9.1		)	—			(93.2		)
Income before Equity Income of Unconsolidated Entity	—		203.0			3.8			19.4			—			226.2
Equity Income of Unconsolidated Entity	—		—			—			1.8			—			1.8
Equity in Net Earnings of Subsidiaries	228.0		25.0			(6.1		)	—			(246.9		)	—
Net Income (Loss)	228.0		228.0			(2.3		)	21.2			(246.9		)	228.0

Comprehensive Income (Loss)	$	186.1	$	186.1		$	16.8		$	(65.7	)	$	(137.2	)	$	186.1



	Year Ended December 31, 2015
In millions	Parent		Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	—	$	3,363.6		$	1.6		$	1,037.2		$	(242.2	)	$	4,160.2
Cost of Sales	—		2,730.2			(1.1		)	884.2			(242.2		)	3,371.1
Selling, General and Administrative	—		274.9			2.5			70.3			—			347.7
Other (Income) Expense, Net	—		(10.7		)	—			3.0			—			(7.7		)
Business Combinations and Other Special Charges	—		6.1			—			15.9			—			22.0
Income from Operations	—		363.1			0.2			63.8			—			427.1
Interest (Expense) Income, Net	—		(64.9		)	—			(2.9		)	—			(67.8		)
Income before Income Taxes and Equity Income of Unconsolidated Entity	—		298.2			0.2			60.9			—			359.3
Income Tax Expense	—		(115.8		)	(0.2		)	(14.4		)	—			(130.4		)
Income before Equity Income of Unconsolidated Entity	—		182.4			—			46.5			—			228.9
Equity Income of Unconsolidated Entity	—		—			—			1.2			—			1.2
Equity in Net Earnings of Subsidiaries	230.1		47.7			(1.3		)	—			(276.5		)	—
Net Income (Loss)	230.1		230.1			(1.3		)	47.7			(276.5		)	230.1

Comprehensive Income (Loss)	$	219.0	$	219.0		$	(5.9	)	$	(2.7	)	$	(210.4	)	$	219.0



	Year Ended December 31, 2014
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
Net Sales	$	—		$	3,416.6		$	7.4		$	1,064.9		$	(248.4	)	$	4,240.5
Cost of Sales	—			2,742.4			4.0			955.3			(248.4		)	3,453.3
Selling, General and Administrative	—			303.1			0.7			61.7			—			365.5
Other (Income) Expense, Net	—			(5.9		)	(0.2		)	2.4			—			(3.7		)
Business Combinations and Other Special Charges	—			6.7			5.9			185.0			—			197.6
Income (Loss) from Operations	—			370.3			(3.0		)	(139.5		)	—			227.8
Interest Expense, Net	—			(74.1		)	—			(6.6		)	—			(80.7		)
Loss on Modification or Extinguishment of Debt	—			(14.4		)	—			—			—			(14.4		)
Income (Loss) before Income Taxes and Equity Income of Unconsolidated Entities	—			281.8			(3.0		)	(146.1		)	—			132.7
Income Tax (Expense) Benefit	—			(95.6		)	(8.3		)	58.5			—			(45.4		)
Income (Loss) before Equity Income of Unconsolidated Entities	—			186.2			(11.3		)	(87.6		)	—			87.3
Equity Income of Unconsolidated Entities	—			—			—			1.7			—			1.7
Equity in Net Earnings of Subsidiaries	89.0			(97.2		)	(0.6		)	—			8.8			—
Net Income (Loss)	$	89.0		$	89.0		$	(11.9	)	$	(85.9	)	$	8.8		$	89.0
Net Income (Loss) Attributable to Noncontrolling Interests	0.7			0.7			—			—			(0.7		)	0.7
Net Income (Loss) Attributable to Graphic Packaging Holding Company	$	89.7		$	89.7		$	(11.9	)	$	(85.9	)	$	8.1		$	89.7

Comprehensive (Loss) Income Attributable to Graphic Packaging Holding Company	$	(56.7	)	$	(56.7	)	$	(15.9	)	$	(144.4	)	$	217.0		$	(56.7	)



	Year Ended December 31, 2016
In millions	Parent		Subsidiary Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—	$	0.9	$	1.2	$	57.0		$	—		$	59.1
Receivables, Net	—		183.7		10.1		233.0			—			426.8
Inventories, Net	—		403.8		16.1		163.0			—			582.9
Intercompany	—		1,077.5		73.3		—			(1,150.8		)	—
Other Current Assets	—		36.4		—		9.7			—			46.1
Total Current Assets	—		1,702.3		100.7		462.7			(1,150.8		)	1,114.9
Property, Plant and Equipment, Net	—		1,435.8		64.1		252.0			—			1,751.9
Investment in Consolidated Subsidiaries	1,362.9		—		12.3		—			(1,375.2		)	—
Goodwill	—		1,098.9		55.5		105.9			—			1,260.3
Other Assets	—		314.8		65.6		95.9			—			476.3
Total Assets	$	1,362.9	$	4,551.8	$	298.2	$	916.5		$	(2,526.0	)	$	4,603.4

LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	—	$	26.0	$	—	$	37.4		$	—		$	63.4
Accounts Payable	—		354.3		8.5		103.7			—			466.5
Interest Payable	—		15.4		—		—			—			15.4
Intercompany	306.4		—		—		913.0			(1,219.4		)	—
Other Accrued Liabilities	—		163.2		3.0		68.3			—			234.5
Total Current Liabilities	306.4		558.9		11.5		1,122.4			(1,219.4		)	779.8
Long-Term Debt	—		2,042.4		—		46.1			—			2,088.5
Deferred Income Tax Liabilities	—		342.1		43.3		22.6			—			408.0
Other Noncurrent Liabilities	—		245.5		—		25.1			—			270.6

EQUITY
Total Equity	1,056.5		1,362.9		243.4		(299.7		)	(1,306.6		)	1,056.5
Total Liabilities and Equity	$	1,362.9	$	4,551.8	$	298.2	$	916.5		$	(2,526.0	)	$	4,603.4



	Year Ended December 31, 2015
In millions	Parent		Subsidiary Issuer		Combined Guarantor Subsidiaries		Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—	$	0.1	$	—	$	54.8		$	—		$	54.9
Receivables, Net	—		217.0		—		206.9			—			423.9
Inventories, Net	—		408.8		—		148.3			—			557.1
Intercompany	—		656.4		21.6		—			(678.0		)	—
Other Current Assets	—		19.2		6.3		5.4			—			30.9
Total Current Assets	—		1,301.5		27.9		415.4			(678.0		)	1,066.8
Property, Plant and Equipment, Net	—		1,358.0		0.2		228.2			—			1,586.4
Investment in Consolidated Subsidiaries	1,176.8		—		15.2		—			(1,192.0		)	—
Goodwill	—		1,042.8		—		125.0			—			1,167.8
Other Assets	—		334.7		—		100.4			—			435.1
Total Assets	$	1,176.8	$	4,037.0	$	43.3	$	869.0		$	(1,870.0	)	$	4,256.1

LIABILITIES
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt	$	—	$	25.5	$	—	$	11.1		$	—		$	36.6
Accounts Payable	—		342.8		—		115.1			—			457.9
Interest Payable	—		9.2		—		—			—			9.2
Intercompany	75.1		—		—		808.8			(883.9		)	—
Other Accrued Liabilities	—		182.6		—		45.9			—			228.5
Total Current Liabilities	75.1		560.1		—		980.9			(883.9		)	732.2
Long-Term Debt	—		1,761.4		—		77.5			—			1,838.9
Deferred Income Tax Liabilities	—		249.2		—		17.5			—			266.7
Other Noncurrent Liabilities	—		289.5		—		27.1			—			316.6

EQUITY
Total Equity	1,101.7		1,176.8		43.3		(234.0		)	(986.1		)	1,101.7
Total Liabilities and Equity	$	1,176.8	$	4,037.0	$	43.3	$	869.0		$	(1,870.0	)	$	4,256.1



	Year Ended December 31, 2016
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	228.0		$	228.0		$	(2.3	)	$	21.2		$	(246.9	)	$	228.0
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	—			233.4			12.9			53.0			—			299.3
Deferred Income Taxes	—			77.5			1.7			(2.5		)	—			76.7
Amount of Postretirement Expense Less Than Funding	—			(25.8		)	—			(5.5		)	—			(31.3		)
Loss on the Sale of Assets	—			0.7			—			0.1			—			0.8
Equity in Net Earnings of Subsidiaries	(228.0		)	(25.0		)	6.1			—			246.9			—
Other, Net	—			30.1			—			(0.7		)	—			29.4
Changes in Operating Assets and Liabilities	—			44.9			(17.2		)	10.8			—			38.5
Net Cash Provided by Operating Activities	—			563.8			1.2			76.4			—			641.4

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	—			(239.7		)	—			(38.9		)	—			(278.6		)
Package Machinery Spending	—			(9.4		)	—			(6.6		)	—			(16.0		)
Acquisition of Businesses, Net of Cash Acquired	—			(173.1		)	—			(159.6		)	—			(332.7		)
Other, Net	240.6			(166.0		)	—			—			(79.8		)	(5.2		)
Net Cash Provided by (Used in) by Investing Activities	240.6			(588.2		)	—			(205.1		)	(79.8		)	(632.5		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Common Stock	(164.9		)	—			—			—			—			(164.9		)
Proceeds from Issuance or Modification of Debt	—			300.0			—			—			—			300.0
Payments on Debt	—			(25.0		)	—			—			—			(25.0		)
Borrowings under Revolving Credit Facilities	—			1,136.0			—			64.0			—			1,200.0
Payments on Revolving Credit Facilities	—			(1,143.5		)	—			(92.3		)	—			(1,235.8		)
Debt Issuance Cost	—			(5.3		)	—			—			—			(5.3		)
Payments of Dividends	(64.4		)	—			—			—			—			(64.4		)
Repurchase of Common Stock related to Share-Based Payments	(11.3		)	—			—			—			—			(11.3		)
Other, Net	—			(237.0		)	—			160.8			79.8			3.6
Net Cash (Used in) Provided by Financing Activities	(240.6		)	25.2			—			132.5			79.8			(3.1		)

Effect of Exchange Rate Changes on Cash	—			—			—			(1.6		)	—			(1.6		)

Net Increase in Cash and Cash Equivalents	—			0.8			1.2			2.2			—			4.2
Cash and Cash Equivalents at Beginning of Period	—			0.1			—			54.8			—			54.9
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	0.9		$	1.2		$	57.0		$	—		$	59.1



	Year Ended December 31, 2015
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	230.1		$	230.1		$	(1.3	)	$	47.7		$	(276.5	)	$	230.1
Non-cash Items Included in Net Income (Loss):
Depreciation and Amortization	—			239.2			0.1			41.2			—			280.5
Deferred Income Taxes	—			108.5			—			1.5			—			110.0
Amount of Postretirement Expense Less Than Funding	—			(31.4		)	—			(8.0		)	—			(39.4		)
Loss on the Sale of Assets	—			1.9			—			—			—			1.9
Equity in Net Earnings of Subsidiaries	(230.1		)	(47.7		)	1.3			—			276.5			—
Other, Net	—			31.6			—			(6.5		)	—			25.1
Changes in Operating Assets and Liabilities	0.3			(99.0		)	0.3			79.4			—			(19.0		)
Net Cash Provided by Operating Activities	0.3			433.2			0.4			155.3			—			589.2

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	—			(188.7		)	(0.4		)	(39.8		)	—			(228.9		)
Package Machinery Spending	—			(12.5		)	—			(2.7		)	—			(15.2		)
Acquisition of Business, Net of Cash Acquired	—			(131.1		)	—			(32.1		)	—			(163.2		)
Other, Net	133.5			78.6			—			9.9			(214.5		)	7.5
Net Cash Provided by (Used in) Investing Activities	133.5			(253.7		)	(0.4		)	(64.7		)	(214.5		)	(399.8		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Common Stock	(63.0		)	—			—			—			—			(63.0		)
Payments on Debt	—			(25.0		)	—			—			—			(25.0		)
Borrowings under Revolving Credit Facilities	—			831.3			—			71.7			—			903.0
Payments on Revolving Credit Facilities	—			(852.9		)	—			(100.9		)	—			(953.8		)
Payments of Dividends	(49.3		)	—			—			—			—			(49.3		)
Repurchase of Common Stock related to Share-Based Payments	(21.5		)	—			—			—			—			(21.5		)
Other, Net	—			(134.8		)	—			(81.0		)	214.5			(1.3		)
Net Cash (Used in) Provided by Financing Activities	(133.8		)	(181.4		)	—			(110.2		)	214.5			(210.9		)

Effect of Exchange Rate Changes on Cash	—			—			—			(5.2		)	—			(5.2		)

Net Decrease in Cash and Cash Equivalents	—			(1.9		)	—			(24.8		)	—			(26.7		)
Cash and Cash Equivalents at Beginning of Period	—			2.0			—			79.6			—			81.6
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	0.1		$	—		$	54.8		$	—		$	54.9



	Year Ended December 31, 2014
In millions	Parent			Subsidiary Issuer			Combined Guarantor Subsidiaries			Combined Nonguarantor Subsidiaries			Consolidating Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	89.0		$	89.0		$	(11.9	)	$	(85.9	)	$	8.8		$	89.0
Non-cash Items Included in Net Income:
Depreciation and Amortization	—			224.8			0.1			45.1			—			270.0
Write-off of Deferred Debt Issuance Costs on Early Extinguishment of Debt	—			4.6			—			—			—			4.6
Deferred Income Taxes	—			88.2			8.2			(63.3		)	—			33.1
Amount of Postretirement Expense Less Than Funding	—			(43.7		)	—			(2.6		)	—			(46.3		)
Equity in Net Earnings of Subsidiaries	(89.0		)	97.2			0.6			—			(8.8		)	—
Loss on the Sale of Assets	—			—			6.7			166.9			—			173.6
Other, Net	—			43.2			—			(0.4		)	—			42.8
Changes in Operating Assets and Liabilities	—			(24.3		)	3.3			(35.2		)	16.0			(40.2		)
Net Cash Provided by Operating Activities	—			479.0			7.0			24.6			16.0			526.6

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Spending	—			(134.0		)	(5.5		)	(47.6		)	—			(187.1		)
Packaging Machinery Spending	—			(11.6		)	—			(2.7		)	—			(14.3		)
Proceeds from Government Grant	—			26.9			—			—			—			26.9
Acquisition of Business	—			—			—			(190.7		)	—			(190.7		)
Cash Acquired Related to Business Acquisition	—			—			—			16.9			—			16.9
Proceeds from Sale of Assets, Net of Selling Costs	—			—			70.7			100.1			—			170.8
Other, Net	15.7			(5.7		)	0.3			—			(16.0		)	(5.7		)
Net Cash Provided by (Used in) Investing Activities	15.7			(124.4		)	65.5			(124.0		)	(16.0		)	(183.2		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance or Modification of Debt	—			250.0			—			—			—			250.0
Retirements of Long-Term Debt	—			(247.7		)	—			—			—			(247.7		)
Payments on Debt	—			(214.6		)	—			—			—			(214.6		)
Borrowings under Revolving Credit Facilities	—			1,825.2			0.9			131.8			—			1,957.9
Payments on Revolving Credit Facilities	—			(1,950.0		)	(0.1		)	(62.1		)	—			(2,012.2		)
Debt Issuance Costs	—			(16.8		)	—			—						(16.8		)
Repurchase of Common Stock Related to Share-Based Payments	(14.7		)	—			—			—			—			(14.7		)
Other, Net	(1.0		)	—			(70.7		)	61.0			—			(10.7		)
Net Cash (Used in) Provided by Financing Activities	(15.7		)	(353.9		)	(69.9		)	130.7			—			(308.8		)

Effect of Exchange Rate Changes on Cash	—			—			(2.6		)	(2.6		)	—			(5.2		)

Net Increase in Cash and Cash Equivalents	—			0.7			—			28.7			—			29.4
Cash and Cash Equivalents at Beginning of Period	—			1.3			—			50.9			—			52.2
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	2.0		$	—		$	79.6		$	—		$	81.6