March 3, 2006
VIA EDGAR, FACSIMILE AND FEDERAL EXPRESS
Mr. Karl Hiller
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
| Re: | Graphic Packaging Corporation |
|
| Form 10-K/A2 for the Fiscal Year Ended December 31, 2004 filed August 9, 2005 |
|
| Form 10-Q for the Quarter Ended September 30, 2005 filed November 3, 2005 |
|
| File No. 001-13182 |
Dear Mr. Hiller:
Graphic Packaging Corporation (the “Company”) is hereby responding to the additional comments received verbally from Ms. Lily Dang on March 1, 2006 relating to Note 12 — Contingencies and Commitments in the Financial Statements included in Amendment No. 2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “10-K”).
As requested, the Company hereby confirms that it will include additional language in future filings that specifies that amounts accrued for all of its loss contingencies and the reasonably possible loss beyond the amounts accrued are not expected to be material, not only to the Company’s financial position, but also to the Company’s results of operations or cash flows. The Company also confirms that it will disclose any material, reasonably possible loss, its accrual for such loss contingency (if any), as well as the estimated range of such loss above the Company’s accrual (if such range can be determined).
If the Staff has additional comments or questions after reviewing this response, please contact the undersigned at (770) 644-3255 or Ms. Debbie Frank at (770) 644-3321.
| Very truly yours, |
|
|
|
|
|
|
|
| /s/ Daniel J. Blount |
|
| Daniel J. Blount |
|
| Senior Vice President and |
|
| Chief Financial Officer |
|
|
|
|
cc: | Ms. Lily Dang — Securities and Exchange Commission |
| Stephen A. Hellrung, Senior Vice President, General Counsel and Secretary |
| Mr. Dale Baylet — PricewaterhouseCoopers LLC |