Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 25, 2022 | |
Cover [Abstract] | ||
Document type | 10-Q | |
Document quarterly report | true | |
Document period end date | Mar. 31, 2022 | |
Document transition report | false | |
Entity file number | 001-33988 | |
Entity registrant name | Graphic Packaging Holding Co | |
Entity incorporation, state or country code | DE | |
Entity tax identification number | 26-0405422 | |
Entity address, address line one | 1500 Riveredge Parkway, Suite 100 | |
Entity address, city or town | Atlanta, | |
Entity address, state or province | GA | |
Entity address, postal zip code | 30328 | |
City area code | 770 | |
Local phone number | 240-7200 | |
Title of 12(b) security | Common Stock, $0.01 par value per share | |
Trading symbol | GPK | |
Security exchange name | NYSE | |
Entity current reporting status | Yes | |
Entity interactive data current | Yes | |
Entity filer category | Large Accelerated Filer | |
Entity small business | false | |
Entity emerging growth company | false | |
Entity shell company | false | |
Entity common stock, shares outstanding | 308,306,907 | |
Entity central index key | 0001408075 | |
Amendment flag | false | |
Document fiscal year focus | 2022 | |
Document fiscal period focus | Q1 | |
Current fiscal year end date | --12-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net Sales | $ 2,245 | $ 1,649 |
Cost of Sales | 1,858 | 1,400 |
Selling, General and Administrative | 181 | 126 |
Other (Income) Expense, Net | (2) | 3 |
Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net | 15 | 12 |
Income from Operations | 193 | 108 |
Nonoperating Pension and Postretirement Benefit Income | 2 | 2 |
Interest Expense, Net | (42) | (30) |
Income before Income Taxes | 153 | 80 |
Income Tax Expense | (46) | (18) |
Net Income | 107 | 62 |
Net Income Attributable to Noncontrolling Interest | 0 | (8) |
Net Income Attributable to Graphic Packaging Holding Company | $ 107 | $ 54 |
Net Income Per Share Attributable to Graphic Packaging Holding Company — Basic (in dollars per share) | $ 0.35 | $ 0.20 |
Net Income Per Share Attributable to Graphic Packaging Holding Company — Diluted (in dollars per share) | $ 0.35 | $ 0.19 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Graphic Packaging Holding Company | ||
Net Income Attributable to Graphic Packaging Holding Company | $ 107 | $ 54 |
Other Comprehensive Income (Loss), Net of Tax: | ||
Derivative Instruments | 3 | |
Pension and Postretirement Benefit Plans | 10 | |
Currency Translation Adjustment | (4) | |
Total Other Comprehensive Loss, Net of Tax | 9 | |
Total Comprehensive Income | 63 | |
Noncontrolling Interest | ||
Net Income | 8 | |
Other Comprehensive Income (Loss), Net of Tax: | ||
Derivative Instruments | 1 | |
Pension and Postretirement Benefit Plans | 0 | |
Currency Translation Adjustment | (1) | |
Total Other Comprehensive Loss, Net of Tax | 0 | |
Total Comprehensive Income | 8 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Net Income | 107 | 62 |
Other Comprehensive Income (Loss), Net of Tax: | ||
Derivative Instruments | 13 | 4 |
Pension and Postretirement Benefit Plans | (9) | 10 |
Currency Translation Adjustment | (22) | (5) |
Total Other Comprehensive Income, Net of Tax | (18) | 9 |
Total Comprehensive Income | $ 89 | $ 71 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and Cash Equivalents | $ 111 | $ 172 |
Receivables, Net | 945 | 859 |
Inventories, Net | 1,504 | 1,387 |
Other Current Assets | 97 | 84 |
Total Current Assets | 2,657 | 2,502 |
Property, Plant and Equipment, Net | 4,675 | 4,677 |
Goodwill | 2,006 | 2,015 |
Intangible Assets, Net | 831 | 868 |
Other Assets | 374 | 395 |
Total Assets | 10,543 | 10,457 |
Current Liabilities: | ||
Short-Term Debt and Current Portion of Long-Term Debt | 286 | 279 |
Accounts Payable | 1,028 | 1,125 |
Compensation and Employee Benefits | 201 | 211 |
Interest Payable | 37 | 35 |
Other Accrued Liabilities | 394 | 399 |
Total Current Liabilities | 1,946 | 2,049 |
Long-Term Debt | 5,645 | 5,515 |
Deferred Income Tax Liabilities | 598 | 579 |
Accrued Pension and Postretirement Benefits | 132 | 139 |
Other Noncurrent Liabilities | 271 | 282 |
SHAREHOLDERS’ EQUITY | ||
Preferred Stock, par value $0.01 per share; 100,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common Stock, par value $0.01 per share; 1,000,000,000 shares authorized; 308,288,288 and 307,103,551 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 3 | 3 |
Capital in Excess of Par Value | 2,038 | 2,046 |
Retained Earnings | 150 | 66 |
Accumulated Other Comprehensive Loss | (242) | (224) |
Total Graphic Packaging Holding Company Shareholders' Equity | 1,949 | 1,891 |
Noncontrolling Interest | 2 | 2 |
Total Equity | 1,951 | 1,893 |
Total Liabilities and Shareholders' Equity | $ 10,543 | $ 10,457 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 308,288,288 | 307,103,551 |
Common stock, shares outstanding (in shares) | 308,288,288 | 307,103,551 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity and Noncontrolling Interest - USD ($) $ in Millions | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
Beginning Balance (in shares) at Dec. 31, 2020 | 267,726,373 | |||||
Beginning balance at Dec. 31, 2020 | $ 1,840 | $ 3 | $ 1,715 | $ (48) | $ (246) | $ 416 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | 62 | 54 | 8 | |||
Other Comprehensive Income (Loss), Net of Tax: | ||||||
Derivative Instruments | 4 | 3 | 1 | |||
Pension and Postretirement Benefit Plans | 10 | 10 | ||||
Currency Translation Adjustment | (5) | (4) | (1) | |||
Redemption of IP's Ownership Interest (in shares) | 15,307,000 | |||||
Reduction of IP's Ownership Interest | (146) | 70 | (216) | |||
Dividends Declared | (21) | (21) | ||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (4) | (4) | ||||
Recognition of Stock-Based Compensation, Net | (3) | (3) | ||||
Issuance of Shares for Stock-Based Awards (in shares) | 1,168,394 | |||||
Issuance of Shares for Stock-Based Awards | 0 | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 284,201,767 | |||||
Ending balance at Mar. 31, 2021 | $ 1,737 | $ 3 | 1,782 | (15) | (237) | 204 |
Beginning Balance (in shares) at Dec. 31, 2021 | 307,103,551 | 307,103,551 | ||||
Beginning balance at Dec. 31, 2021 | $ 1,893 | $ 3 | 2,046 | 66 | (224) | 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Income (Loss) | 107 | 107 | ||||
Other Comprehensive Income (Loss), Net of Tax: | ||||||
Derivative Instruments | 13 | 13 | ||||
Pension and Postretirement Benefit Plans | (9) | (9) | ||||
Currency Translation Adjustment | (22) | (22) | ||||
Dividends Declared | (23) | (23) | ||||
Recognition of Stock-Based Compensation, Net | (8) | (8) | ||||
Issuance of Shares for Stock-Based Awards (in shares) | 1,184,737 | |||||
Issuance of Shares for Stock-Based Awards | $ 0 | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 308,288,288 | 308,288,288 | ||||
Ending balance at Mar. 31, 2022 | $ 1,951 | $ 3 | $ 2,038 | $ 150 | $ (242) | $ 2 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 107 | $ 62 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization | 139 | 117 |
Deferred Income Taxes | 17 | 7 |
Amount of Postretirement Expense Less Than Funding | (5) | (11) |
Other, Net | 0 | 23 |
Changes in Operating Assets and Liabilities | (240) | (145) |
Net Cash Provided by Operating Activities | 18 | 53 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital Spending | (221) | (137) |
Packaging Machinery Spending | (2) | (9) |
Beneficial Interest on Sold Receivables | 31 | 33 |
Beneficial Interest Obtained in Exchange for Proceeds | (2) | (5) |
Other, Net | (1) | (2) |
Net Cash Used in Investing Activities | (195) | (120) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Issuance of Debt | 0 | 1,225 |
Retirement of Long-Term Debt | 0 | (1,221) |
Payments on Debt | (3) | (9) |
Redemption of Noncontrolling Interest | 0 | (150) |
Borrowings under Revolving Credit Facilities | 1,972 | 885 |
Payments on Revolving Credit Facilities | (1,812) | (677) |
Repurchase of Common Stock related to Share-Based Payments | (17) | (14) |
Debt Issuance Costs | 0 | (5) |
Dividends and Distributions Paid to GPIP Partner | (23) | (24) |
Other, Net | 2 | (5) |
Net Cash Provided by Financing Activities | 119 | 5 |
Effect of Exchange Rate Changes on Cash | (3) | (1) |
Net Decrease in Cash and Cash Equivalents | (61) | (63) |
Cash and Cash Equivalents at Beginning of Period | 172 | 179 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 111 | 116 |
Non-cash Investing Activities: | ||
Beneficial Interest Obtained in Exchange for Trade Receivables | 28 | 30 |
Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities | 7 | 22 |
Non-cash Financing Activities: | ||
Non-cash Exchange of Stock Issuance for Redemption of Noncontrolling Interest | $ 0 | $ (250) |
General Information
General Information | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Information | GENERAL INFORMATION Nature of Business Graphic Packaging Holding Company (“GPHC” and, together with its subsidiaries, the “Company”) is committed to providing consumer packaging that makes a world of difference. The Company is a leading provider of sustainable, fiber-based consumer packaging solutions for a wide variety of products to food, beverage, foodservice and other consumer products companies. The Company operates on a global basis, is one of the largest producers of folding cartons in the United States ("U.S.") and Europe, and holds leading market positions in coated-recycled paperboard ("CRB"), coated unbleached kraft paperboard ("CUK") and solid bleached sulfate paperboard ("SBS"). The Company’s customers include many of the world’s most widely recognized companies and brands with prominent market positions in beverage, food, foodservice, and other consumer products. The Company strives to provide its customers with innovative sustainable packaging solutions designed to deliver marketing and performance benefits at a competitive cost by capitalizing on its low-cost paperboard mills and converting plants, its proprietary carton and packaging designs, and its commitment to quality and service. On January 1, 2018, GPHC, a Delaware corporation, International Paper Company, a New York corporation (“IP”), Graphic Packaging International Partners, LLC, a Delaware limited liability company formerly known as Gazelle Newco LLC and a wholly- owned subsidiary of the Company (“GPIP”), and Graphic Packaging International, LLC, a Delaware limited liability company formerly known as Graphic Packaging International, Inc. and a direct subsidiary of GPIP (“GPIL”), completed a series of transactions pursuant to an agreement dated October 23, 2017, among the foregoing parties (the “Transaction Agreement”). Pursuant to the Transaction Agreement (i) a wholly-owned subsidiary of the Company transferred its ownership interest in GPIL to GPIP; (ii) IP transferred its North America Consumer Packaging (“NACP”) business to GPIP, which was then subsequently transferred to GPIL; (iii) GPIP issued membership interests to IP, and IP was admitted as a member of GPIP; and (iv) GPIL assumed certain indebtedness of IP (the "NACP Combination"). The Company’s Condensed Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in consolidation. In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with GPHC’s Form 10-K for the year ended December 31, 2021. In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known. Revenue Recognition The Company has two primary activities, manufacturing and converting paperboard, from which it generates revenue from contracts with customers. Revenue is disaggregated primarily by geography and type of activity as further explained in " Note 10 - Segment Information. " All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty of revenue and related cash flows. Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the performance obligation by transferring control over the product or service to a customer, which is generally based on shipping terms and passage of title under the point-in-time method of recognition. For the three months ended March 31, 2022 and 2021, the Company recognized $2,238 million and $1,644 million, respectively, of revenue from contracts with customers. The transaction price allocated to each performance obligation consists of the stand-alone selling price, estimates of rebates and other sales or contract renewal incentives, and cash discounts and sales returns ("Variable Consideration") and excludes sales tax. Estimates are made for Variable Consideration based on contract terms and historical experience of actual results and are applied to the performance obligations as they are satisfied. Purchases by the Company’s principal customers are manufactured and shipped with minimal lead time, therefore performance obligations are generally satisfied shortly after manufacturing and shipment. The Company uses standard payment terms that are consistent with industry practice. Accounts Receivable and Allowances Accounts receivable are stated at the amount owed by the customer, net of an allowance for estimated uncollectible accounts, returns and allowances, and cash discounts. The allowance for doubtful accounts is estimated based on historical experience, current economic conditions and the creditworthiness of customers. Receivables are charged to the allowance when determined to be no longer collectible. The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party financial institutions. Transfers under these agreements meet the requirements to be accounted for as sales in accordance with the Transfers and Servicing topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification"). The loss on sale is not material and is included in Other (Income) Expense, Net line item on the Condensed Consolidated Statement of Operations. The following table summarizes the activity under these programs for the three months ended March 31, 2022 and 2021, respectively: Three Months Ended March 31, In millions 2022 2021 Receivables Sold and Derecognized $ 737 $ 758 Proceeds Collected on Behalf of Financial Institutions 681 685 Net Proceeds Received From Financial Institutions 64 62 Deferred Purchase Price at March 31 (a) 3 9 Pledged Receivables at March 31 201 160 (a) Included in Other Current Assets on the Condensed Consolidated Balance Sheet and represents a beneficial interest in the receivables sold to the financial institutions, which is a Level 3 fair value measure. The Company participates in supply chain financing arrangements offered by certain customers and has entered into various factoring arrangements that also qualify for sale accounting in accordance with the Transfers and Servicing topic of the FASB Codification. For the three months ended March 31, 2022 and 2021, the Company sold receivables of $264 million and $125 million, respectively, related to these factoring arrangements. Receivables sold under all programs subject to continuing involvement, which consists principally of collection services, were $674 million and $613 million as of March 31, 2022 and December 31, 2021, respectively. Share Repurchases and Dividends On February 22, 2022, the Company's board of directors declared a regular quarterly dividend of $0.075 per share of common stock payable on April 5, 2022 to shareholders of record as of March 15, 2022. On January 28, 2019, the Company's board of directors authorized a share repurchase program to allow the Company to purchase up to $500 million of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the "2019 share repurchase program"). During the first three months of 2022 and 2021, the Company did not repurchase any shares of its common stock under the 2019 share repurchase program. As of March 31, 2022, the Company has $147 million available for additional repurchases under the 2019 share repurchase program. Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net The following table summarizes the transactions recorded in Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, In millions 2022 2021 Charges Associated with Business Combinations (a) $ 8 $ — Shutdown and Other Special Charges — 8 Exit Activities (b) 7 4 Total $ 15 $ 12 (a) For more information on these charges, see " Note 3 - Business Combinations." (b) Relates to the Company's CRB mill and folding carton facility closures (see " Note 13 - Exit Activities" ). 2022 On March 15, 2022, the Company announced its decision to close the Norwalk, Ohio folding carton facility by the end of May 2022. Severance charges associated with this project are included in Exit Activities in the table above for the three months ended March 31, 2022. For more information, see "Note 13 - Exit Activities." 2021 During 2019, the Company announced its plans to invest in a new CRB paper machine in Kalamazoo, Michigan. At the time of the announcement, the Company expected to close two of its smaller CRB Mills in 2022 in order to remain capacity neutral. During the third quarter of 2021, the Company decided to continue to operate one of the two original smaller CRB mills at least through 2022. Severance, retention, start-up costs, and other charges associated with this project are included in Exit Activities in the table above in the three months ended March 31, 2022 and 2021. For more information, see "Note 13 - Exit Activities." Adoption of New Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This standard provides temporary optional expedients and exceptions for applying GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The ASU can be adopted after its issuance date through December 31, 2022. The Company adopted this standard in the first quarter of fiscal 2022 with no material impact on the Company's financial position and results of operations. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | INVENTORIES, NET Inventories, Net by major class: In millions March 31, December 31, Finished Goods $ 530 $ 528 Work in Progress 211 194 Raw Materials 563 473 Supplies 200 192 Total $ 1,504 $ 1,387 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS Americraft On July 1, 2021, the Company acquired substantially all of the assets of Americraft Carton Inc. ("Americraft"). The Company paid approximately $292 million, using existing cash and borrowings under its revolving credit facility. The acquisition included seven converting plants across the United States. The purchase price for Americraft has been allocated to assets acquired and liabilities assumed based on the fair values as of the acquisition date and is subject to adjustments in subsequent periods as management finalizes its purchase price allocation, including the third-party valuations. Tangible assets and liabilities were valued as of the acquisition date using the indirect and direct methods of the cost approach and intangible assets were valued using a discounted cash flow analysis, which represents a Level 3 measurement. Management believes that the purchase price attributable to goodwill represents the benefits expected as the acquisition was made to continue to expand its product offering, to integrate paperboard from the Company's mills and to further optimize the Company's supply chain footprint. The assigned goodwill, which is deductible for tax purposes, is reported within the Americas Paperboard Packaging reportable segment. The preliminary purchase price allocation as of March 31, 2022 is as follows: In millions Amounts Recognized as of Acquisition Date Purchase Price $ 292 Receivables, Net 22 Inventories, Net 37 Property, Plant and Equipment, Net 122 Intangible Assets, Net (a) 54 Other Assets 1 Total Assets Acquired 236 Current Liabilities 12 Total Liabilities Assumed 12 Net Assets Acquired 224 Goodwill 68 Total Estimated Fair Value of Net Assets Acquired $ 292 (a) Intangible Assets, Net, consists of Customer Relationships with a weighted average life of approximately 15 years. AR Packaging On November 1, 2021, the Company completed the acquisition of AR Packaging Group AB ("AR Packaging"), Europe's second largest producer of fiber-based consumer packaging, by acquiring all the AR Packaging Group AB shares that were issued and outstanding as of the date of acquisition. The acquisition included 30 converting plants in 13 countries and enhances the Company’s global scale, innovation capabilities, and value proposition for customers throughout Europe and bordering regions. The total cash consideration for the AR Packaging acquisition was $1,412 million net of cash acquired of $75 million, paid in Euros through the use of deal contingent, foreign exchange forward contracts, purchased through the use of available borrowing capacity on the Company’s Senior Secured Revolving Credit Facilities and the $400 million Incremental Facility Amendment to the Fourth Amended and Restated Credit Agreement. For more information, see "Note 4 - Debt." The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values as of the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes, and will be reported within the Europe reportable segment. During the first quarter of 2022, the Company recorded acquisition accounting adjustments of $3 million to goodwill comprised of $3 million to Other Accrued Liabilities. The allocation of purchase price shown below remains preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations, including but not limited to valuations of property and equipment, customer relationships and other intangible assets, and deferred tax liabilities. Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities and geographic presence as well as substantial cost savings from duplicative overhead, streamlined operations and enhanced operational efficiency. In millions Amounts Recognized as of Acquisition Date (a) Total Purchase Consideration $ 1,487 Cash Acquired 75 Receivables, Net 212 Inventories 166 Other Current Assets 12 Property, Plant and Equipment (b) 529 Intangible Assets (c) 447 Other Assets 76 Total Assets Acquired 1,517 Accounts Payable 109 Compensation and Employee Benefits 12 Other Accrued Liabilities 104 Short-Term Debt and Current Portion of Long-Term Debt 9 Long-Term Debt 17 Deferred Income Tax Liabilities 164 Accrued Pension and Postretirement Benefits 50 Other Noncurrent Liabilities 41 Noncontrolling Interests 2 Total Liabilities Assumed 508 Net Assets Acquired 1,009 Goodwill 478 Total Estimated Fair Value of Net Assets Acquired $ 1,487 (a) The amounts were translated from Euro to USD using the rate at the acquisition date of 1.1539. (b) Property, Plant and Equipment primarily consists of Machinery and Equipment of $371 million with a weighted average life of approximately 12 years. (c) Intangible Assets primarily consists of Customer Relationships of $439 million with a weighted average life of approximately 15 years. The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The fair values of the tangible assets acquired and liabilities assumed were preliminarily determined using the income and cost approaches. In many cases, the determination of the fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements (“ASC 820”). Intangible assets consisting of customer relationships, technology, and trade names were valued using the discounted cash flow analysis. The significant assumptions used to estimate the value of the customer relationships intangible assets included the discount rate, annual revenue growth rates, customer attrition rates, projected operating expenses, projected EBITDA margins, tax rate, depreciation, and contributory asset charge. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Since the acquisition date, the results of operations for AR Packaging of $281 million of revenue and $11 million of operating income have been included within the consolidated statements of income for the three months ended March 31, 2022. The following unaudited pro forma consolidated financial information for the three months ended March 31, 2021 combines the results of the Company for fiscal 2021 and the unaudited results of AR Packaging for the corresponding period. The unaudited pro forma consolidated financial information assumes that the Acquisition, which closed on November 1, 2021, was completed on January 1, 2021 (the first day of fiscal 2021). The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments for amortization expense of acquired intangible assets, fair value adjustments for acquired inventory, property, plant and equipment and long-term debt. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the Acquisition actually taken place on January 1, 2021. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the Acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the Acquisition. Pro Forma Three Months Ended (unaudited) March 31, In millions 2022 2021 Revenue $ 2,245 $ 1,923 Net Income (Loss) $ 107 $ (12) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Short-Term Debt and Current Portion of Long-Term Debt is comprised of the following: In millions March 31, 2022 December 31, 2021 Short Term Borrowings $ 14 $ 9 Current Portion of Finance Lease Obligations 9 7 Current Portion of Long-Term Debt 263 263 Total $ 286 $ 279 Long-Term Debt is comprised of the following: In millions March 31, 2022 December 31, 2021 Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.88%, payable in 2022 (a) $ 250 $ 250 Senior Notes with interest payable semi-annually at 0.821%, effective rate of 0.82%, payable in 2024 (b) 400 400 Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.15%, payable in 2024 (a) 300 300 Senior Notes with interest payable semi-annually at 1.512%, effective rate of 1.52%, payable in 2026 (b) 400 400 Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.80%, payable in 2027 (b) 300 300 Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.54%, payable in 2028 (b) 450 450 Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.54%, payable in 2029 (b) 350 350 Senior Notes (€290 million) with interest payable semi-annually at 2.625% , effective rate of 2.66%, payable in 2029 (b) 321 330 Senior Notes with interest payable semi-annually at 3.75% , effective rate of 3.80%, payable in 2030 (b) 400 400 Green Bond net of unamortized premium with interest payable at 4.00%, effective rate of 1.72%, payable in 2026 (b) 110 110 Senior Secured Term Loan A-2 Facility with interest payable quarterly at 2.67%, effective rate of 2.68% payable in 2028 (b) 425 425 Senior Secured Term Loan A-3 Facility with interest payable monthly payable at floating rates (2.48% at March 31, 2022), effective rate of 2.50%, payable in 2028 (b) 250 250 Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (2.23% at March 31, 2022) payable through 2026 (b) 540 543 Senior Secured Term Loan Facility (€210 million) with interest payable at various dates at floating rates (1.75% at March 31, 2022) payable through 2026 (b) 233 239 Senior Secured Revolving Facilities with interest payable quarterly at floating rates (2.47% at March 31, 2022) payable in 2026 (b)(c) 1,062 920 Finance Leases and Financing Obligations 143 146 Other 18 9 Total Long-Term Debt 5,952 5,822 Less: Current Portion 272 270 Total Long-Term Debt Excluding Current Portion 5,680 5,552 Less: Unamortized Deferred Debt Issuance Costs 35 37 Total $ 5,645 $ 5,515 (a) Guaranteed by GPHC and certain domestic subsidiaries. (b) Guaranteed by GPIP and certain domestic subsidiaries. (c) The effective interest rates for the Company’s Senior Secured Revolving Credit Facilities were 2.06% and 1.63% as of March 31, 2022 and December 31, 2021, respectively. At March 31, 2022, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities: In millions Total Total Total Available Senior Secured Domestic Revolving Credit Facility (a) $ 1,850 $ 1,016 $ 812 Senior Secured International Revolving Credit Facility 202 46 156 Other International Facilities 81 32 49 Total $ 2,133 $ 1,094 $ 1,017 (a) In accordance with its debt agreements, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $22 million as of March 31, 2022. These letters of credit are primarily used as security against the Company's self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through 2022 unless extended. Covenant Agreements The Current Credit Agreement and the indentures governing the 4.875% Senior Notes due 2022, 0.821% Senior Notes due 2024, 4.125% Senior Notes due 2024, 1.512% Senior Notes due 2026, 4.75% Senior Notes due 2027, 3.50% Senior Notes due 2028, 3.50% Senior Notes due 2029, 2.625% Senior Notes due 2029 and 3.75% Senior Notes due 2030 (the “Indentures”), limit the Company's ability to incur additional indebtedness. Additional covenants contained in the Current Credit Agreement and the Indentures may, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase stock, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indentures, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Such restrictions could limit the Company’s ability to respond to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities. As of March 31, 2022, the Company was in compliance with the covenants in the Current Credit Agreement and the Indentures. |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Incentive Plans | STOCK INCENTIVE PLANS The Company has one active equity compensation plan from which new grants may be made, the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan (the “2014 Plan”). The 2014 Plan allows for granting shares of stock, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), and other types of stock-based and cash awards. Awards under the 2014 Plan vest and expire in accordance with terms established at the time of grant. Shares issued pursuant to awards under the 2014 Plan are from GPHC’s authorized but unissued shares. Compensation costs are recognized on a straight-line basis over the requisite service period of the award and are adjusted for actual performance for performance-based awards. As of March 31, 2022, there were 10.4 million shares remaining available to be granted under the 2014 Plan. Stock Awards, Restricted Stock and Restricted Stock Units Under the 2014 Plan, all RSUs granted to employees generally vest and become payable in three years from date of grant. RSUs granted to employees generally contain some combination of service and performance objectives based on various financial targets and relative total shareholder return that must be met for the RSUs to vest. RSUs granted as deferred compensation for non-employee directors are fully vested but not payable until the distribution date elected by the director. RSAs issued to non-employee directors as part of their compensation for service on the Board are unrestricted on the grant date. Data concerning RSUs granted in the first three months of 2022 is as follows: Weighted Average RSUs — Employees and Non-Employee Directors 1,747,582 $ 20.04 During the three months ended March 31, 2022 and 2021, $9 million and $11 million, respectively, were charged to compensation expense for stock incentive plans and such amounts are included in Selling, General and Administrative expenses in the Condensed Consolidated Statements of Operations. During each of the three months ended March 31, 2022 and 2021, 1.2 million shares were issued. The shares issued were primarily related to RSUs granted to employees during 2019 and 2018, respectively. |
Pensions and Other Postretireme
Pensions and Other Postretirement Benefits | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Pensions and Other Postretirement Benefits | PENSIONS AND OTHER POSTRETIREMENT BENEFITSThe Company maintains both defined benefit pension plans and postretirement health care plans that provide medical and life insurance coverage to eligible salaried and hourly retired employees in North America and their dependents. The Company maintains international defined benefit pension plans which are either noncontributory or contributory and are funded in accordance with applicable local laws. Pension or termination benefits are based primarily on years of service and the employee's compensation. Pension Expense The pension expenses related to the Company’s plans consisted of the following: Three Months Ended March 31, In millions 2022 2021 Components of Net Periodic Cost: Service Cost $ 4 $ 5 Interest Cost 3 2 Expected Return on Plan Assets (6) (5) Amortization: Actuarial Loss 1 1 Net Periodic Cost $ 2 $ 3 Employer Contributions |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Fair Value Measurement | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT The Company enters into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments under the Derivatives and Hedging topic of the FASB Codification and those not designated as hedging instruments under this guidance. The Company uses natural gas swap contracts and used interest rate swaps and forward exchange contracts. These derivative instruments are designated as cash flow hedges and, to the extent they are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in Accumulated Other Comprehensive Loss. These changes in fair value will subsequently be reclassified to earnings, contemporaneously with and offsetting changes in the related hedged exposure and presented in the same line of the income statement expected for the hedged item. For more information regarding the Company’s financial instruments and fair value measurement, see “ Note 10 - Financial Instruments, Derivatives and Hedging Activities ” and “ Note 11 - Fair Value Measurement ” of the Notes to the Consolidated Financial Statements of the Company’s 2021 Form 10-K. Interest Rate Risk The Company used interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan facility. Changes in fair value will subsequently be reclassified into earnings as a component of Interest Expense, Net as interest is incurred on amounts outstanding under the term loan facility. As of December 31, 2021, the Company had interest rate swap positions with a notional value of $200 million which matured in January 2022. As of March 31, 2022, the Company had no outstanding interest rate swaps. As discussed in "Note 8 - Income Taxes" , a $10 million expense was recorded to release the lingering tax expense remaining in Other Comprehensive Income after the settlement of these swaps. During the first three months of 2021, there were no amounts of ineffectiveness related to changes in the fair value of interest rate swap agreements. Additionally, there were no amounts excluded from the measure of effectiveness. Commodity Risk To manage risks associated with future variability in cash flows and price risk attributable to purchases of natural gas, the Company enters into natural gas swap contracts to hedge prices for a designated percentage of its expected natural gas usage. Such contracts are designated as cash flow hedges. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss and resulting gain or loss reclassified into Cost of Sales concurrently with the recognition of the commodity consumed. The Company has hedged approximately 9% of its expected natural gas usage for the remainder of 2022. During the first three months of 2022 and 2021, there were no amounts of ineffectiveness related to changes in the fair value of natural gas swap contracts. Additionally, there were no amounts excluded from the measure of effectiveness. Foreign Currency Risk The Company entered into forward exchange contracts to manage risks associated with foreign currency transactions and future variability of cash flows arising from those transactions that may be adversely affected by changes in exchange rates. The contracts are carried at fair value with changes in fair value recognized in Accumulated Other Comprehensive Loss and gains/losses related to these contracts are recognized in Other (Income) Expense, Net or Net Sales, when appropriate. As of March 31, 2022 and December 31, 2021, the Company had no outstanding forward exchange contracts. No amounts were reclassified to earnings during 2021 in connection with forecasted transactions that were considered probable of not occurring and there was no amount of ineffectiveness related to changes in the fair value of foreign currency forward contracts. Additionally, there were no amounts excluded from the measure of effectiveness. Derivatives not Designated as Hedges The Company enters into forward exchange contracts to effectively hedge substantially all of its accounts receivables resulting from sales transactions and intercompany loans denominated in foreign currencies in order to manage risks associated with variability in cash flows that may be adversely affected by changes in exchange rates. At March 31, 2022 and December 31, 2021, multiple foreign currency forward exchange contracts existed, with maturities ranging up to nine months. Those foreign currency exchange contracts outstanding at March 31, 2022 and December 31, 2021, when aggregated and measured in U.S. dollars at contractual rates at March 31, 2022 and December 31, 2021, had net notional amounts totaling $108 million and $103 million, respectively. Unrealized gains and losses resulting from these contracts are recognized in Other (Income) Expense, Net and approximately offset corresponding recognized but unrealized gains and losses on the remeasurement of these accounts receivable. Fair Value of Financial Instruments The Company’s derivative instruments are carried at fair value. The Company has determined that the inputs to the valuation of these derivative instruments are Level 2 in the fair value hierarchy. Level 2 inputs are defined as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. The Company uses valuation techniques based on discounted cash flow analyses, which reflect the terms of the derivatives and use observable market-based inputs, including forward rates, and uses market price quotations obtained from independent derivatives brokers, corroborated with information obtained from independent pricing service providers. As of March 31, 2022, there has not been any significant impact to the fair value of the Company’s derivative liabilities due to its own credit risk. Similarly, there has not been any significant adverse impact to the Company’s derivative assets based on evaluation of the Company’s counterparties’ credit risks. As of March 31, 2022 and December 31, 2021, the Company had commodity contract derivative assets, which were included in Other Current Assets, of $5 million and $2 million, respectively. The fair values of the Company’s other financial assets and liabilities at March 31, 2022 and December 31, 2021 approximately equal the carrying values reported on the Condensed Consolidated Balance Sheets except for Long-Term Debt. The fair value of the Company’s Long-Term Debt (excluding finance leases and deferred financing fees) was $5,658 million and $5,715 million as compared to the carrying amounts of $5,809 million and $5,676 million as of March 31, 2022 and December 31, 2021, respectively. The fair value of the Company’s Total Debt, including the Senior Notes, is based on quoted market prices (Level 2 inputs). Level 2 valuation techniques for Long-Term Debt are based on quotations obtained from independent pricing service providers. Effect of Derivative Instruments The pre-tax effect of derivative instruments in cash flow hedging relationships on the Company’s Condensed Consolidated Statements of Operations is as follows: Amount of (Gain) Loss Recognized in Accumulated Other Comprehensive Loss Location in Statement of Operations Amount of (Gain) Loss Recognized in Statement of Operations Three Months Ended March 31, Three Months Ended March 31, In millions 2022 2021 2022 2021 Commodity Contracts $ (6) $ (1) Cost of Sales $ (3) $ — Foreign Currency Contracts — (2) Other (Income) Expense, Net — 1 Interest Rate Swap Agreements — — Interest Expense, Net — 1 Total $ (6) $ (3) Total $ (3) $ 2 At March 31, 2022, the Company expects to reclassify $5 million of pre-tax gain in the next twelve months from Accumulated Other Comprehensive Loss to earnings, contemporaneously with and offsetting changes in the related hedged exposure. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions. The pre-tax effect of derivative instruments not designated as hedging instruments on the Company’s Condensed Consolidated Statements of Operations is as follows: Three Months Ended March 31, In millions 2022 2021 Foreign Currency Contracts Other (Income) Expense , Net $ (2) $ (3) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Substantially all the Company’s operations are held through its investment in GPIP, a subsidiary that is classified as a partnership for U.S. income tax purposes and is generally not subject to domestic income tax expense. As a result, the consolidated financial statements exclude the domestic tax effect of the earnings attributable to the noncontrolling partner’s interest in GPIP for the portion of the year in which the noncontrolling partner held an interest. During the three months ended March 31, 2022, the Company recognized Income Tax Expense of $46 million on Income before Income Taxes of $153 million. The effective tax rate for the three months ended March 31, 2022 was different than the statutory rate primarily due to discrete tax adjustments, including tax expense of $10 million, recorded to release the lingering tax expense remaining in Other Comprehensive Income after the settlement of certain swaps and a tax benefit of $2 million related to excess tax benefits on restricted stock that vested during the period. During the three months ended March 31, 2021, the Company recognized Income Tax Expense of $18 million on Income before Income Taxes of $80 million. The effective tax rate for the three months ended March 31, 2021 was different than the statutory rate primarily due to the tax effect of income attributable to noncontrolling interests as well as the mix and levels of earnings between foreign and domestic tax jurisdictions. In addition, during the three months ended March 31, 2021, the Company recorded discrete benefits of approximately $1 million related to excess tax benefits on restricted stock that vested during the period. |
Environmental and Legal Matters
Environmental and Legal Matters | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental and Legal Matters | ENVIRONMENTAL AND LEGAL MATTERS Environmental Matters The Company is subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those governing discharges to air, soil and water, the management, treatment and disposal of hazardous substances, solid waste and hazardous wastes, the investigation and remediation of contamination resulting from historical site operations and releases of hazardous substances, the recycling of packaging and the health and safety of employees. Compliance initiatives could result in significant costs, which could negatively impact the Company’s consolidated financial position, results of operations or cash flows. Any failure to comply with environmental or health and safety laws and regulations or any permits and authorizations required thereunder could subject the Company to fines, corrective action or other sanctions. Some of the Company’s current and former facilities are the subject of environmental investigations and remediations resulting from historic operations and the release of hazardous substances or other constituents. Some current and former facilities have a history of industrial usage for which investigation and remediation obligations may be imposed in the future or for which indemnification claims may be asserted against the Company. Also, closures or sales of facilities may necessitate investigation and may result in remediation activities at those facilities. The Company has established reserves for those facilities or issues where a liability is probable and the costs are reasonably estimable. The Company believes that the amounts accrued for its loss contingencies, and the reasonably possible loss beyond the amounts accrued, are not material to the Company’s consolidated financial position, results of operations or cash flows. The Company cannot estimate with certainty other future compliance, investigation or remediation costs. Some costs relating to historic usage that the Company considers to be reasonably possible of resulting in liability are not quantifiable at this time. The Company will continue to monitor environmental issues at each of its facilities, as well as regulatory developments, and will revise its accruals, estimates and disclosures relating to past, present and future operations, as additional information is obtained. Legal Matters The Company is a party to a number of lawsuits arising in the ordinary conduct of its business. Although the timing and outcome of these lawsuits cannot be predicted with certainty, the Company does not believe that disposition of these lawsuits will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company has three reportable segments as follows: Paperboard Mills includes the eight North American paperboard mills that produce primarily CRB, CUK, and SBS, which is consumed internally to produce paperboard packaging for the Americas and Europe Packaging segments. The remaining paperboard is sold externally to a wide variety of paperboard packaging converters and brokers. The Paperboard Mills segment Net Sales represent the sale of paperboard only to external customers. The effect of intercompany transfers to the paperboard packaging segments has been eliminated from the Paperboard Mills segment to reflect the economics of the integration of these segments. Americas Paperboard Packaging includes paperboard packaging, primarily folding cartons, sold primarily to Consumer Packaged Goods ("CPG") companies, and cups, lids and food containers sold primarily to foodservice companies and Quick-Service Restaurants ("QSR"), serving the food, beverage, and consumer product markets in the Americas. Europe Paperboard Packaging includes paperboard packaging, primarily folding cartons, sold primarily to CPG companies serving the food, beverage and consumer product markets including healthcare and beauty primarily in Europe. The Company allocates certain mill and corporate costs to the reportable segments to appropriately represent the economics of these segments. The Corporate and Other caption includes the Pacific Rim and Australia operating segments and unallocated corporate and one-time costs. These segments are evaluated by the chief operating decision maker based primarily on Income from Operations, as adjusted for depreciation and amortization. The accounting policies of the reportable segments are the same as those described above in " Note 1 - General Information. " Segment information is as follows: Three Months Ended March 31, In millions 2022 2021 NET SALES: Paperboard Mills $ 296 $ 237 Americas Paperboard Packaging 1,422 1,169 Europe Paperboard Packaging 486 206 Corporate/Other/Eliminations (a) 41 37 Total $ 2,245 $ 1,649 INCOME (LOSS) FROM OPERATIONS: Paperboard Mills (b) $ 11 $ (27) Americas Paperboard Packaging 153 121 Europe Paperboard Packaging 37 20 Corporate and Other (c) (8) (6) Total $ 193 $ 108 DEPRECIATION AND AMORTIZATION: Paperboard Mills $ 61 $ 58 Americas Paperboard Packaging 43 42 Europe Paperboard Packaging 29 11 Corporate and Other 6 6 Total $ 139 $ 117 (a) Includes revenue from contracts with customers for the Australia and Pacific Rim operating segments. (b) Includes accelerated depreciation related to exit activities in 2022 and 2021. (c) Includes expenses related to business combinations, shutdown and other special charges, and exit activities. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Three Months Ended March 31, In millions, except per share data 2022 2021 Net Income Attributable to Graphic Packaging Holding Company $ 107 $ 54 Weighted Average Shares: Basic 308.8 275.8 Dilutive Effect of RSUs 0.9 1.4 Diluted 309.7 277.2 Earnings Per Share — Basic $ 0.35 $ 0.20 Earnings Per Share — Diluted $ 0.35 $ 0.19 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS The following represents changes in Accumulated Other Comprehensive Loss attributable to Graphic Packaging Holding Company by component for the three months ended March 31, 2022: In millions, net of tax Derivatives Instruments Pension and Postretirement Benefit Plans Currency Translation Adjustments Total Balance at December 31, 2021 $ (8) $ (94) $ (122) $ (224) Other Comprehensive Income (Loss) before Reclassifications 5 (10) (22) (27) Amounts Reclassified from Accumulated Other Comprehensive Income (a) 8 1 — 9 Net Current-period Other Comprehensive Income (Loss) 13 (9) (22) (18) Balance at March 31, 2022 $ 5 $ (103) $ (144) $ (242) (a) See following table for details about these reclassifications. The following represents reclassifications out of Accumulated Other Comprehensive Loss for the three months ended March 31, 2022: In millions Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented Derivatives Instruments: Commodity Contracts $ (3) Cost of Sales Interest Rate Swap Agreements — Interest Expense, Net (3) Total before Tax 11 (a) Tax Expense $ 8 Total, Net of Tax Amortization of Defined Benefit Pension Plans: Actuarial Losses 1 (b) $ 1 Total, Net of Tax Total Reclassifications for the Period $ 9 (a) Includes tax expense of $10 million to release the lingering tax effect after settling the interest rate swaps (see " Note 7 - Financial Instruments and Fair Value Measurement " and " Note 8 - Income Taxes "). (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see “ Note 6 - Pensions and Other Postretirement Benefits "). |
Exit Activities
Exit Activities | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Exit Activities | EXIT ACTIVITIES On March 15, 2022, the Company announced its decision to close the Norwalk, Ohio folding carton facility by the end of May 2022. The Company currently expects to incur charges associated with this exit activity for post-employment benefits, retention bonuses and incentives, which are included in the Severance costs and other line item in the table below for the three months ended March 31, 2022. During 2019, the Company announced its plans to invest in a CRB platform optimization project, which included an investment in a new CRB paper machine in Kalamazoo, Michigan. At the time of the announcement, the Company expected to close two of its smaller CRB mills in 2022 in order to remain capacity neutral. During the third quarter of 2021, the Company decided to continue to operate one of these smaller CRB mills at least through 2022. During the three months ended March 31, 2022 and 2021, the Company recorded $11 million and $9 million of exit costs, respectively, associated with these restructurings. Other costs associated with the start-up of the new CRB paper machine are recorded in the period in which they are incurred. The following table summarizes the costs incurred during the three months ended March 31, 2022 and 2021 related to these restructurings: Three Months Ended March 31, In millions Location in Statement of Operations 2022 2021 Severance costs and other (a) Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net $ 7 $ 4 Accelerated depreciation Cost of Sales 4 5 Total $ 11 $ 9 (a) Costs incurred include activities for post-employment benefits, retention bonuses, incentives and professional services. The following table summarizes the balance of accrued expenses related to restructuring: In millions Total Balance at December 31, 2021 $ 8 Costs incurred 7 Balance at March 31, 2022 $ 15 In conjunction with the CRB platform optimization project and closure of the smaller CRB Mill, the Company currently expects to incur charges associated with these exit activities for post-employment benefits, retention bonuses and incentives in the range of $15 million to $20 million and for accelerated depreciation and inventory and asset write-offs in the range of $50 million to $55 million. Through March 31, 2022, the Company has incurred cumulative exit activity charges for post-employment benefits, retention bonuses and incentives of $15 million, accelerated depreciation of $49 million, and start-up charges for the new CRB paper machine of $26 million. |
General Information (Policies)
General Information (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | The Company’s Condensed Consolidated Financial Statements include all subsidiaries in which the Company has the ability to exercise direct or indirect control over operating and financial policies. Intercompany transactions and balances are eliminated in consolidation.In the Company’s opinion, the accompanying Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the interim periods. The Company’s year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements. |
Basis of Accounting | The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with GPHC’s Form 10-K for the year ended December 31, 2021. |
Use of Estimates | In addition, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates and changes in these estimates are recorded when known. |
Revenue Recognition | The Company has two primary activities, manufacturing and converting paperboard, from which it generates revenue from contracts with customers. Revenue is disaggregated primarily by geography and type of activity as further explained in " Note 10 - Segment Information. " All reportable segments and the Australia and Pacific Rim operating segments recognize revenue under the same method, allocate transaction price using similar methods, and have similar economic factors impacting the uncertainty of revenue and related cash flows. Revenue is recognized on the Company's annual and multi-year supply contracts when the Company satisfies the performance obligation by transferring control over the product or service to a customer, which is generally based on shipping terms and passage of title under the point-in-time method of recognition. For the three months ended March 31, 2022 and 2021, the Company recognized $2,238 million and $1,644 million, respectively, of revenue from contracts with customers. The transaction price allocated to each performance obligation consists of the stand-alone selling price, estimates of rebates and other sales or contract renewal incentives, and cash discounts and sales returns ("Variable Consideration") and excludes sales tax. Estimates are made for Variable Consideration based on contract terms and historical experience of actual results and are applied to the performance obligations as they are satisfied. Purchases by the Company’s principal customers are manufactured and shipped with minimal lead time, therefore performance obligations are generally satisfied shortly after manufacturing and shipment. The Company uses standard payment terms that are consistent with industry practice. |
Accounts Receivable and Allowances | Accounts receivable are stated at the amount owed by the customer, net of an allowance for estimated uncollectible accounts, returns and allowances, and cash discounts. The allowance for doubtful accounts is estimated based on historical experience, current economic conditions and the creditworthiness of customers. Receivables are charged to the allowance when determined to be no longer collectible. The Company has entered into agreements to sell, on a revolving basis, certain trade accounts receivable to third party financial institutions. Transfers under these agreements meet the requirements to be accounted for as sales in accordance with the Transfers and Servicing |
Adoption of New Accounting Standards and Accounting Standards Not Yet Adopted | Adoption of New Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This standard provides temporary optional expedients and exceptions for applying GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The ASU can be adopted after its issuance date through December 31, 2022. The Company adopted this standard in the first quarter of fiscal 2022 with no material impact on the Company's financial position and results of operations. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities |
General Information (Tables)
General Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of the agreements for purchasing and servicing of receivables | The following table summarizes the activity under these programs for the three months ended March 31, 2022 and 2021, respectively: Three Months Ended March 31, In millions 2022 2021 Receivables Sold and Derecognized $ 737 $ 758 Proceeds Collected on Behalf of Financial Institutions 681 685 Net Proceeds Received From Financial Institutions 64 62 Deferred Purchase Price at March 31 (a) 3 9 Pledged Receivables at March 31 201 160 (a) Included in Other Current Assets on the Condensed Consolidated Balance Sheet and represents a beneficial interest in the receivables sold to the financial institutions, which is a Level 3 fair value measure. |
Schedule of restructuring and other special charges | The following table summarizes the transactions recorded in Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, In millions 2022 2021 Charges Associated with Business Combinations (a) $ 8 $ — Shutdown and Other Special Charges — 8 Exit Activities (b) 7 4 Total $ 15 $ 12 (a) For more information on these charges, see " Note 3 - Business Combinations." (b) Relates to the Company's CRB mill and folding carton facility closures (see " Note 13 - Exit Activities" ). |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net by major class | Inventories, Net by major class: In millions March 31, December 31, Finished Goods $ 530 $ 528 Work in Progress 211 194 Raw Materials 563 473 Supplies 200 192 Total $ 1,504 $ 1,387 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Preliminary purchase price allocation | The preliminary purchase price allocation as of March 31, 2022 is as follows: In millions Amounts Recognized as of Acquisition Date Purchase Price $ 292 Receivables, Net 22 Inventories, Net 37 Property, Plant and Equipment, Net 122 Intangible Assets, Net (a) 54 Other Assets 1 Total Assets Acquired 236 Current Liabilities 12 Total Liabilities Assumed 12 Net Assets Acquired 224 Goodwill 68 Total Estimated Fair Value of Net Assets Acquired $ 292 (a) Intangible Assets, Net, consists of Customer Relationships with a weighted average life of approximately 15 years. In millions Amounts Recognized as of Acquisition Date (a) Total Purchase Consideration $ 1,487 Cash Acquired 75 Receivables, Net 212 Inventories 166 Other Current Assets 12 Property, Plant and Equipment (b) 529 Intangible Assets (c) 447 Other Assets 76 Total Assets Acquired 1,517 Accounts Payable 109 Compensation and Employee Benefits 12 Other Accrued Liabilities 104 Short-Term Debt and Current Portion of Long-Term Debt 9 Long-Term Debt 17 Deferred Income Tax Liabilities 164 Accrued Pension and Postretirement Benefits 50 Other Noncurrent Liabilities 41 Noncontrolling Interests 2 Total Liabilities Assumed 508 Net Assets Acquired 1,009 Goodwill 478 Total Estimated Fair Value of Net Assets Acquired $ 1,487 (a) The amounts were translated from Euro to USD using the rate at the acquisition date of 1.1539. (b) Property, Plant and Equipment primarily consists of Machinery and Equipment of $371 million with a weighted average life of approximately 12 years. (c) Intangible Assets primarily consists of Customer Relationships of $439 million with a weighted average life of approximately 15 years. |
Pro forma information | These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the Acquisition actually taken place on January 1, 2021. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the Acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the Acquisition. Pro Forma Three Months Ended (unaudited) March 31, In millions 2022 2021 Revenue $ 2,245 $ 1,923 Net Income (Loss) $ 107 $ (12) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of current debt | Short-Term Debt and Current Portion of Long-Term Debt is comprised of the following: In millions March 31, 2022 December 31, 2021 Short Term Borrowings $ 14 $ 9 Current Portion of Finance Lease Obligations 9 7 Current Portion of Long-Term Debt 263 263 Total $ 286 $ 279 |
Schedule of long-term debt | Long-Term Debt is comprised of the following: In millions March 31, 2022 December 31, 2021 Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.88%, payable in 2022 (a) $ 250 $ 250 Senior Notes with interest payable semi-annually at 0.821%, effective rate of 0.82%, payable in 2024 (b) 400 400 Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.15%, payable in 2024 (a) 300 300 Senior Notes with interest payable semi-annually at 1.512%, effective rate of 1.52%, payable in 2026 (b) 400 400 Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.80%, payable in 2027 (b) 300 300 Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.54%, payable in 2028 (b) 450 450 Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.54%, payable in 2029 (b) 350 350 Senior Notes (€290 million) with interest payable semi-annually at 2.625% , effective rate of 2.66%, payable in 2029 (b) 321 330 Senior Notes with interest payable semi-annually at 3.75% , effective rate of 3.80%, payable in 2030 (b) 400 400 Green Bond net of unamortized premium with interest payable at 4.00%, effective rate of 1.72%, payable in 2026 (b) 110 110 Senior Secured Term Loan A-2 Facility with interest payable quarterly at 2.67%, effective rate of 2.68% payable in 2028 (b) 425 425 Senior Secured Term Loan A-3 Facility with interest payable monthly payable at floating rates (2.48% at March 31, 2022), effective rate of 2.50%, payable in 2028 (b) 250 250 Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (2.23% at March 31, 2022) payable through 2026 (b) 540 543 Senior Secured Term Loan Facility (€210 million) with interest payable at various dates at floating rates (1.75% at March 31, 2022) payable through 2026 (b) 233 239 Senior Secured Revolving Facilities with interest payable quarterly at floating rates (2.47% at March 31, 2022) payable in 2026 (b)(c) 1,062 920 Finance Leases and Financing Obligations 143 146 Other 18 9 Total Long-Term Debt 5,952 5,822 Less: Current Portion 272 270 Total Long-Term Debt Excluding Current Portion 5,680 5,552 Less: Unamortized Deferred Debt Issuance Costs 35 37 Total $ 5,645 $ 5,515 (a) Guaranteed by GPHC and certain domestic subsidiaries. (b) Guaranteed by GPIP and certain domestic subsidiaries. |
Schedule of revolving credit facilities | At March 31, 2022, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities: In millions Total Total Total Available Senior Secured Domestic Revolving Credit Facility (a) $ 1,850 $ 1,016 $ 812 Senior Secured International Revolving Credit Facility 202 46 156 Other International Facilities 81 32 49 Total $ 2,133 $ 1,094 $ 1,017 (a) In accordance with its debt agreements, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $22 million as of March 31, 2022. These letters of credit are primarily used as security against the Company's self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through 2022 unless extended. |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Data concerning RSUs and stock awards granted | Data concerning RSUs granted in the first three months of 2022 is as follows: Weighted Average RSUs — Employees and Non-Employee Directors 1,747,582 $ 20.04 |
Pensions and Other Postretire_2
Pensions and Other Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of pension and postretirement expenses | The pension expenses related to the Company’s plans consisted of the following: Three Months Ended March 31, In millions 2022 2021 Components of Net Periodic Cost: Service Cost $ 4 $ 5 Interest Cost 3 2 Expected Return on Plan Assets (6) (5) Amortization: Actuarial Loss 1 1 Net Periodic Cost $ 2 $ 3 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Pre-tax effect of derivative instruments designated as hedges | The pre-tax effect of derivative instruments in cash flow hedging relationships on the Company’s Condensed Consolidated Statements of Operations is as follows: Amount of (Gain) Loss Recognized in Accumulated Other Comprehensive Loss Location in Statement of Operations Amount of (Gain) Loss Recognized in Statement of Operations Three Months Ended March 31, Three Months Ended March 31, In millions 2022 2021 2022 2021 Commodity Contracts $ (6) $ (1) Cost of Sales $ (3) $ — Foreign Currency Contracts — (2) Other (Income) Expense, Net — 1 Interest Rate Swap Agreements — — Interest Expense, Net — 1 Total $ (6) $ (3) Total $ (3) $ 2 |
Pre-tax effect of derivative instruments not designated as hedges | The pre-tax effect of derivative instruments not designated as hedging instruments on the Company’s Condensed Consolidated Statements of Operations is as follows: Three Months Ended March 31, In millions 2022 2021 Foreign Currency Contracts Other (Income) Expense , Net $ (2) $ (3) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information is as follows: Three Months Ended March 31, In millions 2022 2021 NET SALES: Paperboard Mills $ 296 $ 237 Americas Paperboard Packaging 1,422 1,169 Europe Paperboard Packaging 486 206 Corporate/Other/Eliminations (a) 41 37 Total $ 2,245 $ 1,649 INCOME (LOSS) FROM OPERATIONS: Paperboard Mills (b) $ 11 $ (27) Americas Paperboard Packaging 153 121 Europe Paperboard Packaging 37 20 Corporate and Other (c) (8) (6) Total $ 193 $ 108 DEPRECIATION AND AMORTIZATION: Paperboard Mills $ 61 $ 58 Americas Paperboard Packaging 43 42 Europe Paperboard Packaging 29 11 Corporate and Other 6 6 Total $ 139 $ 117 (a) Includes revenue from contracts with customers for the Australia and Pacific Rim operating segments. (b) Includes accelerated depreciation related to exit activities in 2022 and 2021. (c) Includes expenses related to business combinations, shutdown and other special charges, and exit activities. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Three Months Ended March 31, In millions, except per share data 2022 2021 Net Income Attributable to Graphic Packaging Holding Company $ 107 $ 54 Weighted Average Shares: Basic 308.8 275.8 Dilutive Effect of RSUs 0.9 1.4 Diluted 309.7 277.2 Earnings Per Share — Basic $ 0.35 $ 0.20 Earnings Per Share — Diluted $ 0.35 $ 0.19 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of changes in Accumulated Other Comprehensive Loss | The following represents changes in Accumulated Other Comprehensive Loss attributable to Graphic Packaging Holding Company by component for the three months ended March 31, 2022: In millions, net of tax Derivatives Instruments Pension and Postretirement Benefit Plans Currency Translation Adjustments Total Balance at December 31, 2021 $ (8) $ (94) $ (122) $ (224) Other Comprehensive Income (Loss) before Reclassifications 5 (10) (22) (27) Amounts Reclassified from Accumulated Other Comprehensive Income (a) 8 1 — 9 Net Current-period Other Comprehensive Income (Loss) 13 (9) (22) (18) Balance at March 31, 2022 $ 5 $ (103) $ (144) $ (242) (a) See following table for details about these reclassifications. |
Reclassification out of Accumulated Other Comprehensive Loss | The following represents reclassifications out of Accumulated Other Comprehensive Loss for the three months ended March 31, 2022: In millions Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented Derivatives Instruments: Commodity Contracts $ (3) Cost of Sales Interest Rate Swap Agreements — Interest Expense, Net (3) Total before Tax 11 (a) Tax Expense $ 8 Total, Net of Tax Amortization of Defined Benefit Pension Plans: Actuarial Losses 1 (b) $ 1 Total, Net of Tax Total Reclassifications for the Period $ 9 (a) Includes tax expense of $10 million to release the lingering tax effect after settling the interest rate swaps (see " Note 7 - Financial Instruments and Fair Value Measurement " and " Note 8 - Income Taxes "). (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see “ Note 6 - Pensions and Other Postretirement Benefits "). |
Exit Activities (Tables)
Exit Activities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and related costs | The following table summarizes the costs incurred during the three months ended March 31, 2022 and 2021 related to these restructurings: Three Months Ended March 31, In millions Location in Statement of Operations 2022 2021 Severance costs and other (a) Business Combinations, Shutdown and Other Special Charges, and Exit Activities, Net $ 7 $ 4 Accelerated depreciation Cost of Sales 4 5 Total $ 11 $ 9 (a) Costs incurred include activities for post-employment benefits, retention bonuses, incentives and professional services. |
Schedule of restructuring reserve by type of cost | The following table summarizes the balance of accrued expenses related to restructuring: In millions Total Balance at December 31, 2021 $ 8 Costs incurred 7 Balance at March 31, 2022 $ 15 |
General Information - Revenue R
General Information - Revenue Recognition (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)revenueGeneratingActivity | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of revenue generating activities | revenueGeneratingActivity | 2 | ||
Net sales | $ 2,238 | $ 1,644 | |
Contract assets | 15 | $ 17 | |
Contract liabilities | $ 53 | $ 61 |
General Information - Accounts
General Information - Accounts Receivable and Allowances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Receivables Sold and Derecognized | $ 737 | $ 758 | |
Proceeds Collected on Behalf of Financial Institutions | 681 | 685 | |
Net Proceeds Received From Financial Institutions | 64 | 62 | |
Deferred Purchase Price at March 31 | 3 | 9 | |
Pledged Receivables at March 31 | 201 | 160 | |
Receivables sold | 264 | $ 125 | |
Amount transferred subject to continuing involvement | $ 674 | $ 613 |
General Information - Share Rep
General Information - Share Repurchases and Dividends (Details) - USD ($) | Feb. 22, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 28, 2019 |
Equity, Class of Treasury Stock [Line Items] | ||||
Cash dividends declared (in dollars per share) | $ 0.075 | |||
Shares repurchased (in shares) | 0 | 0 | ||
Share Repurchase Program 2019 | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Share repurchase program, authorized amount | $ 500,000,000 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 147,000,000 |
General Information - Business
General Information - Business Combinations and Shutdown and Other Special Charges, Net (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)mill | Sep. 30, 2021mill | Mar. 31, 2021USD ($) | Dec. 31, 2019mill | |
Business Acquisition [Line Items] | ||||
Charges Associated with Business Combinations | $ | $ 8 | $ 0 | ||
Shutdown and Other Special Charges | $ | 0 | 8 | ||
Exit Activities | $ | 7 | 4 | ||
Total | $ | $ 15 | $ 12 | ||
Number of mills expected to be closed | mill | 2 | |||
Number of mills remaining open | mill | 1 | |||
Facility Closing | ||||
Business Acquisition [Line Items] | ||||
Number of mills expected to be closed | mill | 2 | |||
Number of mills remaining open | mill | 1 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 530 | $ 528 |
Work in Progress | 211 | 194 |
Raw Materials | 563 | 473 |
Supplies | 200 | 192 |
Total | $ 1,504 | $ 1,387 |
Business Combinations - Americr
Business Combinations - Americraft Acquisition (Details) - Americraft Carton, Inc. $ in Millions | Jul. 01, 2021USD ($)plant |
Business Acquisition [Line Items] | |
Purchase Price | $ | $ 292 |
Number of converting facilities acquired | plant | 7 |
Business Combinations - Ameri_2
Business Combinations - Americraft Purchase Price Allocation (Details) - USD ($) $ in Millions | Jul. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,006 | $ 2,015 | |
Americraft Carton, Inc. | |||
Business Acquisition [Line Items] | |||
Purchase Price | $ 292 | ||
Receivables, Net | 22 | ||
Inventories, Net | 37 | ||
Property, Plant and Equipment, Net | 122 | ||
Intangible Assets, Net | 54 | ||
Other Assets | 1 | ||
Total Assets Acquired | 236 | ||
Current Liabilities | 12 | ||
Total Liabilities Assumed | 12 | ||
Net Assets Acquired | 224 | ||
Goodwill | 68 | ||
Total Estimated Fair Value of Net Assets Acquired | $ 292 | ||
Americraft Carton, Inc. | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Weighted average useful life of customer relationships | 15 years |
Business Combinations - AR Pack
Business Combinations - AR Packaging Acquisition (Details) $ in Millions | Nov. 01, 2021USD ($)countryfactory | Mar. 31, 2022USD ($) | Oct. 06, 2021USD ($) |
Term A-4 Facility | Term Loan | |||
Business Acquisition [Line Items] | |||
Aggregate principal amount | $ 400 | ||
AR Packaging Group AB | |||
Business Acquisition [Line Items] | |||
Number of converting plants acquired | factory | 30 | ||
Number of countries | country | 13 | ||
Purchase price of business acquisition | $ 1,412 | ||
Cash acquired from acquisition | $ 75 | ||
Goodwill acquisition accounting adjustments | $ 3 | ||
Acquisition accounting adjustments to other accrued liabilities | 3 | ||
Actual net sales from acquiree since acquisition | 281 | ||
Actual income (loss) from acquiree since acquisition | $ 11 |
Business Combinations - AR Pa_2
Business Combinations - AR Packaging Purchase Price Allocation (Details) - USD ($) $ in Millions | Nov. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,006 | $ 2,015 | |
AR Packaging Group AB | |||
Business Acquisition [Line Items] | |||
Total Purchase Consideration | $ 1,487 | ||
Cash Acquired | 75 | ||
Receivables, Net | 212 | ||
Inventories | 166 | ||
Other Current Assets | 12 | ||
Property, Plant and Equipment | 529 | ||
Intangible Assets | 447 | ||
Other Assets | 76 | ||
Total Assets Acquired | 1,517 | ||
Accounts Payable | 109 | ||
Compensation and Employee Benefits | 12 | ||
Other Accrued Liabilities | 104 | ||
Short-Term Debt and Current Portion of Long-Term Debt | 9 | ||
Long-Term Debt | 17 | ||
Deferred Income Tax Liabilities | 164 | ||
Accrued Pension and Postretirement Benefits | 50 | ||
Other Noncurrent Liabilities | 41 | ||
Noncontrolling Interests | 2 | ||
Total Liabilities Assumed | 508 | ||
Net Assets Acquired | 1,009 | ||
Goodwill | 478 | ||
Total Estimated Fair Value of Net Assets Acquired | $ 1,487 | ||
Euro to USD translation rate at date of acquisition | 115.39% | ||
Estimated useful life of property, plant and equipment | 12 years | ||
AR Packaging Group AB | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Intangible Assets | $ 439 | ||
Weighted average useful life of customer relationships | 15 years | ||
AR Packaging Group AB | Machinery and Equipment | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment | $ 371 |
Business Combinations - AR Pa_3
Business Combinations - AR Packaging Pro Forma Information (Details) - AR Packaging Group AB - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Actual net sales from acquiree since acquisition | $ 281 | |
Actual income (loss) from acquiree since acquisition | 11 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | 2,245 | $ 1,923 |
Net Income (Loss) | $ 107 | $ (12) |
Debt - Additional Information (
Debt - Additional Information (Details) | Mar. 31, 2022 |
4.875% Senior Notes due 2022 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 4.875% |
0.821% Senior Notes due 2024 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 0.821% |
4.125% Senior Notes due 2024 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 4.125% |
1.512% Senior Notes due 2026 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 1.512% |
4.75% Senior Notes due 2027 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 4.75% |
3.50% Senior Notes due 2028 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 3.50% |
3.50% Senior Notes due 2029 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 3.50% |
2.625% Senior Notes due 2029 | |
Debt Instrument [Line Items] | |
Stated interest rate | 2.625% |
2.625% Senior Notes due 2029 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 2.625% |
3.75% Senior Unsecured Notes due 2030 | |
Debt Instrument [Line Items] | |
Stated interest rate | 3.75% |
3.75% Senior Unsecured Notes due 2030 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 3.75% |
Debt - Current Debt (Details)
Debt - Current Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Short Term Borrowings | $ 14 | $ 9 |
Current Portion of Finance Lease Obligations | 9 | 7 |
Current Portion of Long-Term Debt | 263 | 263 |
Total | $ 286 | $ 279 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) € in Millions, $ in Millions | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||
Long-term debt | $ 5,809 | $ 5,676 | |
Finance Leases and Financing Obligations | 143 | 146 | |
Other | 18 | 9 | |
Total Long-Term Debt | 5,952 | 5,822 | |
Less: Current Portion | 272 | 270 | |
Total Long-Term Debt Excluding Current Portion | 5,680 | 5,552 | |
Less: Unamortized Deferred Debt Issuance Costs | 35 | 37 | |
Total | $ 5,645 | 5,515 | |
Senior Notes (€290 million) with interest payable semi-annually at 2.625% , effective rate of 2.66%, payable in 2029 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.625% | 2.625% | |
3.75% Senior Unsecured Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.75% | 3.75% | |
Senior Notes | Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.88%, payable in 2022 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 250 | 250 | |
Stated interest rate | 4.875% | 4.875% | |
Effective interest rate | 4.88% | 4.88% | |
Senior Notes | Senior Notes with interest payable semi-annually at 0.821%, effective rate of 0.82%, payable in 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 400 | 400 | |
Stated interest rate | 0.821% | 0.821% | |
Effective interest rate | 0.82% | 0.82% | |
Senior Notes | Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.15%, payable in 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 300 | 300 | |
Stated interest rate | 4.125% | 4.125% | |
Effective interest rate | 4.15% | 4.15% | |
Senior Notes | Senior Notes with interest payable semi-annually at 1.512%, effective rate of 1.52%, payable in 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 400 | 400 | |
Stated interest rate | 1.512% | 1.512% | |
Effective interest rate | 1.52% | 1.52% | |
Senior Notes | Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.80%, payable in 2027 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 300 | 300 | |
Stated interest rate | 4.75% | 4.75% | |
Effective interest rate | 4.80% | 4.80% | |
Senior Notes | Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.54%, payable in 2028 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 450 | 450 | |
Stated interest rate | 3.50% | 3.50% | |
Effective interest rate | 3.54% | 3.54% | |
Senior Notes | Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.54%, payable in 2029 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 350 | 350 | |
Stated interest rate | 3.50% | 3.50% | |
Effective interest rate | 3.54% | 3.54% | |
Senior Notes | Senior Notes (€290 million) with interest payable semi-annually at 2.625% , effective rate of 2.66%, payable in 2029 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 321 | 330 | |
Stated interest rate | 2.625% | 2.625% | |
Effective interest rate | 2.66% | 2.66% | |
Aggregate principal amount | € | € 290 | ||
Senior Notes | 3.75% Senior Unsecured Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 400 | 400 | |
Stated interest rate | 3.75% | 3.75% | |
Effective interest rate | 3.80% | 3.80% | |
Senior Notes | Senior Secured Term Loan A-3 Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 250 | 250 | |
Bonds | Tax-exempt green bond payable in 2061 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 110 | 110 | |
Stated interest rate | 4.00% | 4.00% | |
Effective interest rate | 1.72% | 1.72% | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 540 | 543 | |
Interest rate at period end | 2.23% | 2.23% | |
Term Loan | Senior Secured Term Loan A-2 Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 425 | 425 | |
Stated interest rate | 2.67% | 2.67% | |
Effective interest rate | 2.68% | 2.68% | |
Term Loan | Senior Secured Term Loan A-3 Facility | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.48% | 2.48% | |
Interest rate at period end | 2.50% | 2.50% | |
Term Loan | Euro Note | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 233 | $ 239 | |
Stated interest rate | 1.75% | ||
Aggregate principal amount | € | € 210 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,062 | $ 920 | |
Effective interest rate | 2.06% | 2.06% | 1.63% |
Interest rate at period end | 2.47% | 2.47% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities (Details) | Mar. 31, 2022USD ($) |
Line of Credit Facility [Line Items] | |
Total Commitments | $ 2,133,000,000 |
Total Outstanding | 1,094,000,000 |
Total Available | 1,017,000,000 |
Senior Secured Domestic Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Total Commitments | 1,850,000,000 |
Total Outstanding | 1,016,000,000 |
Total Available | 812,000,000 |
Standby letters of credit issued | 22,000,000 |
Senior Secured International Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Total Commitments | 202,000,000 |
Total Outstanding | 46,000,000 |
Total Available | 156,000,000 |
Other International Facilities | |
Line of Credit Facility [Line Items] | |
Total Commitments | 81,000,000 |
Total Outstanding | 32,000,000 |
Total Available | $ 49,000,000 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Details) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)compensationPlanshares | Mar. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of active equity compensation plans | compensationPlan | 1 | |
Recognized share-based compensation expense | $ | $ 9 | $ 11 |
Share-based compensation issued (in shares) | 1.2 | |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 10.4 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years |
Stock Incentive Plans - Data Co
Stock Incentive Plans - Data Concerning RSUs Granted (Details) - Employees and Non-Employee Directors - RSUs | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSU grants during period (in shares) | shares | 1,747,582 |
Weighted average grant date fair value per share (in dollars per share) | $ / shares | $ 20.04 |
Pensions and Other Postretire_3
Pensions and Other Postretirement Benefits - Additional Information (Details) - Pension Benefit Plans - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Company's contributions to its pension plans | $ 7 | $ 14 |
Excess contribution from terminated US plan | 6 | $ 14 |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected contributions in current year | 10 | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected contributions in current year | $ 20 |
Pensions and Other Postretire_4
Pensions and Other Postretirement Benefits - Pension and Postretirement Expenses (Details) - Pension Benefit Plans - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Components of Net Periodic Cost: | ||
Service Cost | $ 4 | $ 5 |
Interest Cost | 3 | 2 |
Expected Return on Plan Assets | (6) | (5) |
Amortization: | ||
Actuarial Loss | 1 | 1 |
Net Periodic Cost | $ 2 | $ 3 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurement - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | ||||
Tax Expense | $ 46,000,000 | $ 18,000,000 | ||
Fair value of long-term debt | 5,658,000,000 | $ 5,715,000,000 | ||
Carrying value of long-term debt | 5,809,000,000 | 5,676,000,000 | ||
Anticipated reclassification of gain to earnings in the next twelve months | 5,000,000 | |||
Interest Rate Swap Agreements | ||||
Derivative [Line Items] | ||||
Notional amount | 0 | 200,000,000 | ||
Tax Expense | 10,000,000 | |||
Commodity Contracts | ||||
Derivative [Line Items] | ||||
Derivative assets | 5,000,000 | 2,000,000 | ||
Derivatives designated as hedging instruments: | Instruments in a Cash Flow Hedging Relationship | Interest Rate Swap Agreements | ||||
Derivative [Line Items] | ||||
Amounts excluded from effectiveness | 0 | 0 | ||
Amounts excluded from the measure of effectiveness | 0 | 0 | ||
Derivatives designated as hedging instruments: | Instruments in a Cash Flow Hedging Relationship | Commodity Contracts | ||||
Derivative [Line Items] | ||||
Amounts excluded from effectiveness | 0 | 0 | ||
Amounts excluded from the measure of effectiveness | 0 | 0 | ||
Derivatives designated as hedging instruments: | Instruments in a Cash Flow Hedging Relationship | Foreign currency contracts | ||||
Derivative [Line Items] | ||||
Amounts excluded from effectiveness | 0 | 0 | ||
Amounts excluded from the measure of effectiveness | 0 | 0 | ||
Amounts forecasted and reclassified into earnings no longer probable | $ 0 | $ 0 | ||
Derivative contracts not designated as hedging instruments | Maximum | ||||
Derivative [Line Items] | ||||
Foreign currency forward exchange contract term | 9 months | 9 months | ||
Derivative contracts not designated as hedging instruments | Foreign currency contracts | ||||
Derivative [Line Items] | ||||
Notional amount | $ 108,000,000 | $ 103,000,000 | ||
Forecast | Instruments in a Cash Flow Hedging Relationship | Commodity Contracts | ||||
Derivative [Line Items] | ||||
Percentage of expected natural gas usage hedged | 9.00% |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurement - Effect of Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Recognized in Accumulated Other Comprehensive Loss | $ (6) | $ (3) |
Amount of (Gain) Loss Recognized in Statement of Operations | (3) | 2 |
Commodity Contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Recognized in Accumulated Other Comprehensive Loss | (6) | (1) |
Foreign Currency Contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Recognized in Accumulated Other Comprehensive Loss | 0 | (2) |
Interest Rate Swap Agreements | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Recognized in Accumulated Other Comprehensive Loss | 0 | 0 |
Cost of Sales | Commodity Contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Recognized in Statement of Operations | (3) | 0 |
Other (Income) Expense, Net | Foreign Currency Contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Recognized in Statement of Operations | 0 | 1 |
Foreign Currency Contracts | (2) | (3) |
Interest Expense, Net | Interest Rate Swap Agreements | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of (Gain) Loss Recognized in Statement of Operations | $ 0 | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ (46) | $ (18) |
Income before income taxes | 153 | 80 |
Excess tax benefits on restricted stock vested during period | $ (2) | $ (1) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022segmentpaperboard_mill | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Number of North American paperboard mills | paperboard_mill | 8 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
NET SALES: | $ 2,238 | $ 1,644 |
NET SALES: | 2,245 | 1,649 |
INCOME (LOSS) FROM OPERATIONS: | 193 | 108 |
DEPRECIATION AND AMORTIZATION: | 139 | 117 |
Corporate/Other/Eliminations | ||
Segment Reporting Information [Line Items] | ||
NET SALES: | 41 | 37 |
INCOME (LOSS) FROM OPERATIONS: | (8) | (6) |
DEPRECIATION AND AMORTIZATION: | 6 | 6 |
Paperboard Mills | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
NET SALES: | 296 | 237 |
INCOME (LOSS) FROM OPERATIONS: | 11 | (27) |
DEPRECIATION AND AMORTIZATION: | 61 | 58 |
Americas Paperboard Packaging | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
NET SALES: | 1,422 | 1,169 |
INCOME (LOSS) FROM OPERATIONS: | 153 | 121 |
DEPRECIATION AND AMORTIZATION: | 43 | 42 |
Europe Paperboard Packaging | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
NET SALES: | 486 | 206 |
INCOME (LOSS) FROM OPERATIONS: | 37 | 20 |
DEPRECIATION AND AMORTIZATION: | $ 29 | $ 11 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Income Attributable to Graphic Packaging Holding Company | $ 107 | $ 54 |
Weighted Average Shares: | ||
Basic (shares) | 308.8 | 275.8 |
Dilutive effect of RSUs (shares) | 0.9 | 1.4 |
Diluted (shares) | 309.7 | 277.2 |
Earnings Per Share — Basic (in dollars per share) | $ 0.35 | $ 0.20 |
Earnings Per Share — Diluted (in dollars per share) | $ 0.35 | $ 0.19 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss - Schedule of changes in AOCI (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Beginning balance | $ 1,893 |
Other Comprehensive Income (Loss) before Reclassifications | (27) |
Amounts Reclassified from Accumulated Other Comprehensive Income | 9 |
Net Current-period Other Comprehensive Income (Loss) | (18) |
Ending balance | 1,951 |
Accumulated Other Comprehensive (Loss) Income | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Beginning balance | (224) |
Ending balance | (242) |
Derivatives Instruments | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Beginning balance | (8) |
Ending balance | 5 |
Pension and Postretirement Benefit Plans | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Beginning balance | (94) |
Ending balance | (103) |
Currency Translation Adjustments | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Beginning balance | (122) |
Ending balance | (144) |
Derivatives Instruments | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Other Comprehensive Income (Loss) before Reclassifications | 5 |
Amounts Reclassified from Accumulated Other Comprehensive Income | 8 |
Net Current-period Other Comprehensive Income (Loss) | 13 |
Pension and Postretirement Benefit Plans | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Other Comprehensive Income (Loss) before Reclassifications | (10) |
Amounts Reclassified from Accumulated Other Comprehensive Income | 1 |
Net Current-period Other Comprehensive Income (Loss) | (9) |
Currency Translation Adjustments | |
Accumulated Other Comprehensive Loss [Roll Forward] | |
Other Comprehensive Income (Loss) before Reclassifications | (22) |
Amounts Reclassified from Accumulated Other Comprehensive Income | 0 |
Net Current-period Other Comprehensive Income (Loss) | $ (22) |
Changes in Accumulated Other _4
Changes in Accumulated Other Comprehensive Loss - Reclassifications Out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivatives Instruments: | ||
Cost of Sales | $ 1,858 | $ 1,400 |
Other (Income) Expense, Net | (2) | 3 |
Amortization: | ||
Tax Expense | 46 | 18 |
Total Reclassifications for the Period | (107) | $ (62) |
Interest Rate Swap Agreements | ||
Amortization: | ||
Tax Expense | 10 | |
Amount Reclassified from Accumulated Other Comprehensive Loss | ||
Amortization: | ||
Total Reclassifications for the Period | 9 | |
Amount Reclassified from Accumulated Other Comprehensive Loss | Derivatives Instruments | ||
Amortization: | ||
Total, Net of Tax | (3) | |
Tax Expense | 11 | |
Total Reclassifications for the Period | 8 | |
Amount Reclassified from Accumulated Other Comprehensive Loss | Derivatives Instruments | Commodity contracts | ||
Derivatives Instruments: | ||
Cost of Sales | (3) | |
Amount Reclassified from Accumulated Other Comprehensive Loss | Derivatives Instruments | Interest Rate Swap Agreements | ||
Derivatives Instruments: | ||
Interest Expense, Net | 0 | |
Amount Reclassified from Accumulated Other Comprehensive Loss | Pension and Postretirement Benefit Plans | Pension Benefit Plans | ||
Amortization: | ||
Actuarial Losses | 1 | |
Total, Net of Tax | $ 1 |
Exit Activities - Additional In
Exit Activities - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)mill | Sep. 30, 2021mill | Mar. 31, 2021USD ($) | Dec. 31, 2019mill | |
Restructuring Cost and Reserve [Line Items] | ||||
Number of mills expected to be closed | mill | 2 | |||
Number of mills remaining open | mill | 1 | |||
Exit costs associated with restructuring | $ 11 | $ 9 | ||
Exit activities charges incurred | 7 | 4 | ||
One-time Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit costs associated with restructuring | 11 | $ 9 | ||
One-time Termination Benefits | Minimum | Two CRB Mills | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected costs associated with closures | 15 | |||
One-time Termination Benefits | Maximum | Two CRB Mills | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected costs associated with closures | 20 | |||
Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of mills expected to be closed | mill | 2 | |||
Number of mills remaining open | mill | 1 | |||
Facility Closing | Two CRB Mills | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation related to plant closure | 49 | |||
Exit activities charges incurred | 15 | |||
Facility Closing | Minimum | Two CRB Mills | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation related to plant closure | 50 | |||
Facility Closing | Maximum | Two CRB Mills | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation related to plant closure | 55 | |||
Start-Up Costs | Construction in Progress | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit activities charges incurred | $ 26 |
Exit Activities - Restructuring
Exit Activities - Restructuring and Related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 11 | $ 9 |
One-time Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | 11 | 9 |
Special Charges | One-time Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs and other | 7 | 4 |
Cost of Sales | Facility Closing | ||
Restructuring Cost and Reserve [Line Items] | ||
Accelerated depreciation | $ 4 | $ 5 |
Exit Activities - Schedule of R
Exit Activities - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 8 |
Costs incurred | 7 |
Ending balance | $ 15 |