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Graphic Packaging Investor Presentation

© 2009 Graphic Packaging International, Inc.

This information is confidential and proprietary to Graphic Packaging International, Inc. Any reproduction or distribution to any third party is prohibited.

Goldman Sachs 2009 Montreal Paper and Forest Products Investor Conference

March 2009

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Forward Looking StatementsCertain statements of expectations, plans and projections of Graphic Packaging Holding Company, including, but not

limited to, statements regarding optimal capital structure, revenues, market share gain, price increases, sales growth,

synergies, debt and leverage reduction and credit rating upgrades in this presentation constitute “forward-looking

statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently

available operating, financial and competitive information and are subject to various risks and uncertainties that could

cause actual results to differ materially from historical experience and present expectations. These risks and

uncertainties include, but are not limited to: (i) the risk that the integration of the businesses of Graphic Packaging

Corporation and Altivity Packaging, LLC may be more difficult, time-consuming or costly than expected; (ii) the risk that

expected synergies may not be fully realized or realized within the expected timeframe; (iii) the risk that the use of net

operating losses to offset future taxable income may be limited under the tax laws and (iv) other risks including inflation

of and volatility in raw material and energy costs, continuing pressure for lower cost products, the ability to implement

business strategies and the impacts of regulatory and litigation matters. Undue reliance should not be placed on such

forward-looking statements, as such statements speak only as of the date on which they are made and the Company

undertakes no obligation to update such statements. Additional information regarding these and other risks is contained

in Graphic Packaging Holding Company’s Annual Report on Form 10-K for 2008 and other filings with the Securities and

Exchange Commission.

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Investment Thesis

• Excellent growth opportunities

• Lowest-cost position in industry with significant cost reduction opportunities

• Expect to generate substantial free cash flow with debt pay downstrategy that will increase equity value

• Expect to reach optimal capital structure in next several years

• Significant exposure to recession-resistant food and beverage industry provides insulation from broader economic slowdown

• Long-term contracts with blue chip client base

• Well positioned for eventual market rebound

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Company Overview Company Overview Company Overview

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• Formed from Altivity combination in March 2008

• Annual pro forma revenues of approximately $4.5 billion

• Solid and expanding margins– 2008 pro forma adjusted EBITDA

margin of 11.2%• Strong market positions in recession

resistant industries– Food– Beverage– Consumer packaged goods

• Worldwide manufacturing presence– U.S., Canada, Latin America, Europe

and Asia Pacific• Leading provider of paperboard

packaging solutions to multinational companies

Summary Company Overview

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Revenue Base

Europe6%

Asia Pacific3%Central/

South America

1%

U.S./North America

90%

Specialty Packaging

5%

Multi-wall Bag12%

Paperboard Packaging

83%

Other~10%

Food & Beverage

~90%

2008 Revenue by End Use

2008 Revenue by Geography 2008 Revenue by End Market

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Strongest Position in Folding Carton Industry

ConvertingMills

• #1 player• 30% market share

• Largest producer• 31% market share

• Largest producer• 55% market share

CRB CUK

Other

Graphic30%

InternationalPaper

MeadWestvaco

SonocoProductsRock-Tenn

Source: Management Estimates

Graphic31%

Cascades23%

Rock-Tenn22%

Other17%

Newark Group

3%Simkins Industries

4%

MeadWestvaco45%

Graphic55%

Integration level increased to over 85%

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Paperboard Packaging End MarketsOther, 8%

Frozen Food, 21%

Health & Beauty Applications (HABA), 2%

Food Service, 5%

Soap/Laundry, 2%

Dry Foods, 29%

Beverage Carriers, 33%

• Represents 83% of GPI’s total revenue

• Network of 42 converting facilities supported by seven mills:

– 4 low-cost coated recycled boxboard mills

– 1 uncoated recycled boxboard mill

– 2 coated unbleached kraft mills

• Footprint allows the company to optimize production across facilities, reduce freight costs and provide customers with a reliable supply chain

• Strong presence with both large national accounts and regional players

• Focus on food and beverage markets – economically insensitive and generally recession resistant

• New contract terms reduce input risk and volatility through higher pricing

• 2-3% annual growth in most segments over the last decade

• Pro forma net sales for 2008 grew 1.8% over the prior year period.

Paperboard Packaging

% of Revenues

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Multi-Wall Bag

• Largest U.S. producer of multi-wall bags

– Over 1 billion bags in 2008 and 34% market share

• Strong margins in mature industry due to high barriers to entry

– No lag in recognition of price increases

• 12 manufacturing facilities

• Significant operational improvement opportunity exists and underway

– Strategy focused on driving out cost (including substantial investment in IT) and establishing international capabilities

• Long-standing relationships with a strong roster of premium customers in all major markets

• New products should result in market share gains

• Stable market growth despite fluctuations in economic cycles

• Pro forma net sales for 2008 grew 3.3% over the prior year period

Multi-Wall & Specialty Bag End Markets

Pet & Pet Care, 11%

Agriculture and Foods, 41%

Building Materials, 17%

Other, 11%

Chemicals, 10%

Minerals, 10%

% of Revenues

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Successful Track Record in Market Downturns

• Consumer trend in current macro economic environment is a shift toward eating at home and consuming lower-cost food, both catalysts for Graphic Packaging (GPK)

• Over 85% of revenues are from converted packaging

– 90% of our food and consumer products packaging is for “consumer staples”

• Dry food, cereals, frozen foods, detergent

– Overall North American beer consumption expected to remain flat

– Stable demand in Europe and Asia throughout economic downturn

• Successfully navigated prior recessions and well positioned for rebound

–Sales increased on a year over year basis both in 2001 and 2002

Our Focus and Concentration is in More Recession-Resistant Sectors

Employment

Housing

Inflation levels

Consumer confidence

Consumer Behavior

Increased savings

Affordable lifestyle

Focus on value

Purchase deferrals

Less leisure/travel

spending

Shifting priorities/values

Consumers will keep more of what they earn Savings rates typically increase in times

of economic uncertainty

In August the U.S. Personal Savings rate increased to its highest level since 2004

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Less Do-It-For-Me

Less eating out and more cooking at home

Foregoing “affordable” luxuries (gourmet coffee, manicures, valet parking)

Food retailers gaining wallet share at the expense of casual dining

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More disciplined purchases/less impulse

Seek out discounts and loyalty reward programs

Increased private label penetration

Shop for what you need rather than what you want

More price shopping/research

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Postponement of big ticket purchases

Only buy what you can afford

Hesitant to finance purchases with debt

Sense of pride in “going without”

Harley Davidson and Winnebago same store sales expected to decline 25% and 41%, respectively, in Q4 2008

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Pull back on discretionary spending

Less investment in hobbies/leisure activities

Fewer trips on smaller budgets

Internet research indicates the number of travelers researching “Staycations” increased 41% this Summer compared to last

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Shift from accumulation to protectionFocus on protecting family/home

Protection of environment/less waste

Growing dissatisfaction with U.S. dependence on foreign oil

Increase in community involvement

6 Silver lining for GPK . . . Silver lining for GPK . . .

••Less importsLess imports

••More at home More at home

consumptionconsumption

Different Consumer Paradigms are Forming in Light of Current Economic Conditions

Note: Updated as of 10/24/08Source: JP Morgan 11

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Market Leader: Outperforming Majority of Peers• With Altivity merger, GPK has gained

considerable scale and competitive advantages

• GPK has outperformed a majority of its peers in a challenging market

• Manufacturing capabilities set company apart within industry

• While GPK’s debt level is higher than peers, strong cash flow generation expected to drive aggressive debt pay down following already strong pay down

Note: Results assume Altivity acquisition occurred on 1/1/07

2007 2008 % ∆GPK 11.7% 11.2% -3.7%MWV 12.4% 8.0% -35.6%RKT 11.9% 13.5% 13.5%SSCCQ * 2.8% 1.0% -64.3%CSAR 0.6% -10.2% -1762.3%

EBITDA Margin

* SSCCQ has delayed full year report ing so current data ref lects 1st 9 months over prior 1st 9 months

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Strategy Strategy Strategy

This information is confidential and proprietary to Graphic Packaging International, Inc. Any reproduction or distribution to any third party is prohibited. 14

Optimize Our BusinessOptimize Our Business

Accelerate Delivery of Great Financial

Returns/Profits

Accelerate Delivery of Great Financial

Returns/Profits

GrowBy Leveraging Our

Strengths

GrowBy Leveraging Our

Strengths

Sales• Protect high share base

business• Share gain post merger

Operations• Reduce complexity • Work across BU’s and

countries to drive higher asset utilization

• Operate best plants

11 22 33

EBITDA & MarginsInflation recovery Synergy & CI

Cash FlowInventory reductionSmart spending

Leverage strengths to maintain and grow share

• Lowest cost supply chain

• High share drives co-dependent relationships

• Systems Sales: Paperboard, Cartons, Machinery, Transaction Management

• Innovation / Sustainability

Graphic PackagingGraphic Packaging’’s Global s Global StrategyStrategy

Leverage all assets to expand our sources of competitive advantageLeverage all assets to expand our sources of competitive advantage

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Focus on Faster Folding Carton Growth Markets

Paperboard Packaging End MarketsOther, 8%

Frozen Food, 21%

Health & Beauty Applications (HABA), 2%

Food Service, 5%

Soap/Laundry, 2%

Dry Foods, 29%

Beverage Carriers, 33%

• GPK’s business is concentrated around the fastest growing markets in the folding carton industry

• GPK continues to increase its market share in these key markets.

GPK GPK IndustryMarket Share Growth Growth

Dry Foods/Cereal 56.0% 8.0% 2.6%Beverage Packaging 53.0% 4.3% 1.9%Frozen Foods 40.0% 3.7% 2.6%Total Folding Carton 30.0% 2.8% -0.3%

2008

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Offset Inflationary Pressures

• Combination of open-market price increases and resetting contracts positively impacted pro forma results by ~$110 million in 2008

• In fiscal year 2008, contractual and market pricing initiatives offset almost half of the inflation impact on the business; expect to offset inflation at an even higher rate going forward

• Combination of continuous improvement cost savings and price increases are expected to more than offset inflation for foreseeable future

• Larger procurement base improves buying leverage for key inputs

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Improve Margins by Optimizing Mix and Production:

• Drive mix improvement and improve asset return by exiting non-strategic business

Market $ Annual ReductionEuropean Open Market Beverage Board $16mTobacco and low margin export $22m

• Advance low-cost producer status– Optimize footprint – converting and mill– Implement synergy initiatives and drive continuous improvement– Streamline all controllable costs

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Integrated Supply Chain Yields Lower Costs and Better Service

Graphic

–

Kalamaz

ooGrap

hic –

Middletown

Graphic

–

Battle

Creek

Graphic

–

Santa

Clara

Industry Average

To a network of low cost convertingplants close to cereal customers

Combined operations yields coated recycled board from the lowest-cost mills in the U.S.

Cas

h C

ost

Source: Bain

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Minimum of $90M Synergies Identified from Key Sources to be Captured on an Accelerated Schedule

Category Overview Savings Status

Accelerated Timing 2008 2009 2010

~74% ~80% 100%

Gross Capital Requirements $40MM

Plant Rationalization

• Plant closures of high cost facilities• Fixed cost reductions and wage arbitrage• Detailed implementation plan with capable,

experienced team

~35% • Facility closures identified• All customer moves

sequenced for near-term closures

SG&A • Corporate G&A• Divisional G&A• Sales

~25%

~25%

~15%

Synergies Annual Savings $90MM

Procurement • New purchasing scale of combined organization• Price differences between current contracts• US-based freight savings based on scale

• New organization designed and headcount planned

• Forecasted savings validated through third party data room process in key categories

Mill Optimization • Internalize external purchases of CUK board by Altivity• Internalize external purchases of CRB board by Graphic• Mill grade / freight / trim optimization

• Team has been formed to validate original due diligence and additional opportunities

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Cost Reduction: Part of the Management / Employee Culture

• Approximately $50M of cost reduction in each year from 2005-2007

• Improved sales per employee by 8.5% in 2007 over 2006

• EBITDA per ton up 16% over 2006

• Company-wide use of Continuous Improvement programs

Legacy Graphic Packaging• Legacy company delivered $50M of

stand-alone cost savings

• Improved sales per employee by 8% in 2007 over 2006

• Implemented Lean Manufacturing system across the entire network in 2007

Legacy Altivity Packaging

Graphic/Altivity Merged• Through December 2008, achieved over $70M from continuous improvement programs • Rolling out Graphic’s Continuous Improvement programs to Altivity locations• Improved sales per employee by ~9% in 2008 over 2007

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Grow by Leveraging Our Strengths

Grow by Leveraging Our Grow by Leveraging Our Strengths Strengths

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Accelerating Delivery of Innovative Packaging to Our Customers

2008 new product sales were 20% ahead of the total for 2007

Beverage Markets:• MillersCoors – Litho-Flute® for Blue Moon,

Coors Light gained over $5 million• New beverage machines for energy drinks • Holographic Fridge Vendor® cartons for Coca-

Cola holiday pack in UK• Suntory and Asahi – the first Fridge Vendors in

Japan

Consumer Markets:• New laminated In-Store donut carton for Wal-

Mart• Kellogg's Kashi warehouse cereal in

lightweight Z-Flute® package for Canada• Kimberly Clark annual Kleenex® Christmas

holographic promo• Kraft’s Triscuit warehouse club pack • MWB commercialized new technology using

Composipac® printing/lamination: Diamond Pet Foods and Costco’s Kirkland brand

New Technology• Snap2C mobile technology launched on

Springer Mountain Farms poultry products

$41$49

$60$73

$10

$88

$10

$101

$10

0

20

40

60

80

100

2006 2007 2008 2009 2010 2011

$30 million Merger Related growth

$ Millions

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Target New Distribution Channels: Warehouse Clubs Continue to Grow in Difficult Economy

• Warehouse Clubs (Sam’s, Costco, etc.) represent one of the fastest growing segments in the retail industry

• Their packaging requirements are unique: High-strength packaging that is highly decorated for impulse sales

• GPK has developed a portfolio of 4 product lines that meet theserequirements depending on supply chain requirements:

- Z flute: Patented Structure - High Caliper Folding Carton- Litho Flute - Inserted Folding Carton

• GPK has grown Warehouse Club market sales from $34 million in 2006 to over $100 million in 2008

• Our 2009 forecasted growth rate for these sales is close to 20%

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Compost

Renew Recycle Regenerate

86% of Americans have access to recycling2

Paper is one of the highest recovered materials: 56%1

Post consumer paperboard recovery is 27%3

CRB made from 100% recycled fibers, designed for use with dry grocery products

Recyclable

Methane avoidance

Paperboard can be recycled many times

Near the end of a fiber’s life cycle it will be used for materials where structural performance is not critical

Fibers that are no longer effective are filtered out of the process and can be used for other commercial uses

Trees absorb CO2 from the atmosphere – offset 10% of US carbon1

4 million trees are planted each day, exceeds amount harvested1

12 million more acres of forest land today than 20 years ago1

SUS® is made from pine – SBS is made from soft and hard wood

SFI certified

Made from renewable resources and renewable energy

Engineered for high tear strength

Recyclable – provides fiber for CRB

Sources:Sources:11-- American Forest & Paper AssociationAmerican Forest & Paper Association2 2 -- National Recycling CoalitionNational Recycling Coalition3 3 -- EPAEPA

Paperboard Sustainability Will Drive New Growth Opportunities

This information is confidential and proprietary to Graphic Packaging International, Inc. Any reproduction or distribution to any third party is prohibited. 25

Cap-it Hicone

Renewable resource Yes No

Cost 8 pack $/1000 75 67

Energy BTU/Oz 2.6 4.4

Cost 6 pack $/1000 62 54

Hi-Cone Replacement: Cap-it

• Paperboard provides sustainability advantage over HiCone

• Use retail advantage of end panel display

• Machinery efficiency of next generation Cap-it packaging machinery

• Takes advantage of non-carbonated beverage (NCB) market growth, 50% of NCB are in PET bottles

• US region primary target

This information is confidential and proprietary to Graphic Packaging International, Inc. Any reproduction or distribution to any third party is prohibited. 26

Analysis data sources: 1) Film & tray - raw material and resin manufacturing - LCI data from the National Renewable Energy Lab; 2) Carton - paperboard manufacturing data from GPK operations; 3) Both packages – conversion energy calculations conducted using SavvyPack® Environmental Life Cycle Analysis (LCA) Tool – Allied Development

Sustainability SAVINGS

Soft Drinks: 18 Can Pack Alternative Packages

•Carrier Package Weight

•GHG Emissions

•Tons

•Energy•GJoules

•8.4% •52.9% •65.5%

% Reductions. . .

Shrink/Tray Compared to Carton

This information is confidential and proprietary to Graphic Packaging International, Inc. Any reproduction or distribution to any third party is prohibited. 27

Cereal Carton ReductionCereal Carton Reduction

Analysis conducted with SavvyPack® Environmental Life Cycle Analysis (LCA) Tool – Allied Development

Sustainability SAVINGSReduce 186 in3 carton to 172 in3

9% energy and GHG reduction in the carton alone

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Accelerate Delivery of Strong Financial Returns

Accelerate Delivery of Strong Accelerate Delivery of Strong Financial Returns Financial Returns

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Key Financial Achievements

• Solid growth in slightly down market – Despite a (1.5%) decline in the overall folding carton market, our 2008 pro forma

revenues improved ~$92 million (2.1%) over the prior year

– Full year 2008 pro forma adjusted EBITDA was relatively flat to 2007 despite cost inflation of ~$240 million

– Negotiated contractual inflationary cost pass throughs and obtained price increases in open market paper board sales

– Actively managed business mix by refocusing assets toward higher margin, integrated packaging business

• Successful cost reduction / synergy recapture– Adjusted expected annualized synergy of $90 million to a minimum of $90 million

and accelerated the expected target date to 2010, two years earlier than planned

– Achieved over $70 million in operating cost savings in 2008

• Improved debt levels through aggressive debt pay down– Despite cost inflation of ~$240 million in 2008, debt was reduced by $119 million

since the combination with Altivity in March 2008

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Strong Cash Flow / Liquidity and Flexible Capital Structure

• Strong Ongoing Cash Flow• 2008 operating cash flow of $184 million

• $400 Million Cash Flow Revolving Credit Facility• Dec 31st available liquidity was ~$391 million • The largest revolver drawdown was ~$120 million in Q1 due to

business seasonality

• Flexible Capital Structure • No debt maturities in foreseeable future (Aug 2011)• One financial covenant: senior secured leverage ratio

– Reported 3.6x against required 5.0x on Dec 31st– Had ~$150 million of EBITDA cushion on Dec 31st

• Limited Customer Liquidity Risk• Long-term contracts insulate GPK from client risk• No significant customer bankruptcies, flat accounts receivable

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Long-Term Debt Maturity Schedule: No Near-Term Principal Debt ObligationsAs of December 31, 2008$ Millions

Long-term debt (in millions):8.5% matures in 2011 $ 4259.5% matures in 2013 425Revolver matures in 2013 143Term B matures in 2014 1,000Term C matures in 2014 1,182Other 1Total $3,176

Total cash and short term investments: $170

0

500

1000

1500

2000

2500

2009 2010 2011 2012 2013 2014

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Uses of Cash Priorities

• Continue to aggressively pay down existing debt

• Selective investment in strategic growth initiatives that will better position GPK for the eventual market rebound

• Shutting down locations that are underutilized or below capacity

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Planned Debt Reduction Should Result in Ratings Upgrade and Increased Equity Value

• Upgrade Criteria– Improvement in current 6.0x adjusted leverage ratio is needed

for upgrade – Forecast to reach 4.5x range by end of 2010 resulting in

upgrade– Ultimate target is BB+ rating (3.0x adjusted leverage ratio)

which will result in lowest WACC

Current Credit Rating Characteristics

B+ BB- BB BB+6.0x 4.5x 3.8x 3.0x

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Financial Goals

• Synergy capture of at least $90 million by 2010

• Continue to generate strong cash flow despite market conditions

• Divestiture of non-strategic assets

• Incremental sales growth despite macro economic environment

• Move from current 6.0x adjusted leverage ratio to 4.5x range by end of 2010, resulting in credit rating upgrade

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Investment Thesis

• Excellent growth opportunities

• Lowest-cost position in industry with significant cost reduction opportunities

• Expect to generate substantial free cash flow with debt pay downstrategy that will increase equity value

• Expect to reach optimal capital structure in next several years

• Significant exposure to recession-resistant food and beverage industry provides insulation from broader economic slowdown

• Long-term contracts with blue chip client base

• Well positioned for eventual market rebound