UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
COMMISSION FILE NUMBER: 1-13182
Graphic Packaging Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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58-2205241 |
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(State or other jurisdiction of |
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(I.R.S. employer |
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814
Livingston Court |
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30067 |
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(Address of principal executive offices) |
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(Zip Code) |
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(770) 644-3000 |
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Registrant’s telephone number, including area code: |
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes o No ý
As of November 1, 2004, there were 198,578,608 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
2
GRAPHIC PACKAGING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Millions, Except Share Amounts)
(Unaudited)
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Sept. 30, |
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Dec. 31, |
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ASSETS |
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Current Assets: |
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Cash and Equivalents |
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$ |
25.9 |
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$ |
17.5 |
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Receivables, Less Allowance for Doubtful Accounts of $2.2 and $4.4 at September 30, 2004 and December 31, 2003, respectively |
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236.4 |
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198.5 |
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Inventories |
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298.2 |
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306.9 |
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Prepaid Expenses |
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15.1 |
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15.1 |
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Total Current Assets |
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575.6 |
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538.0 |
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Property, Plant and Equipment, Net of Accumulated Depreciation of $1,028.0 and $908.4 at September 30, 2004 and December 31, 2003, respectively |
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1,655.7 |
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1,722.9 |
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Goodwill |
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643.4 |
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624.3 |
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Intangible Assets, Net of Accumulated Amortization of $61.7 and $38.0 at September 30, 2004 and December 31, 2003, respectively |
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169.6 |
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192.3 |
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Other Assets |
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120.6 |
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122.8 |
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Total Assets |
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$ |
3,164.9 |
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$ |
3,200.3 |
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LIABILITIES |
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Current Liabilities: |
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Short-Term Debt |
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$ |
42.7 |
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$ |
38.4 |
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Accounts Payable and Other Accrued Liabilities |
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319.2 |
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346.7 |
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Total Current Liabilities |
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361.9 |
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385.1 |
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Long Term Debt, Less Current Portion |
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2,083.2 |
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2,116.2 |
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Other Noncurrent Liabilities |
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225.2 |
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210.0 |
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Total Liabilities |
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2,670.3 |
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2,711.3 |
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SHAREHOLDERS’ EQUITY |
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Preferred Stock,
Par Value $0.01 Per Share; 50,000,000 Shares Authorized; |
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— |
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— |
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Common Stock,
Par Value $0.01 Per Share; 500,000,000 Shares Authorized; |
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2.0 |
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2.0 |
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Capital in Excess of Par Value |
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1,169.2 |
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1,168.5 |
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Unearned Compensation |
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(0.4 |
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— |
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Accumulated Deficit |
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(604.7 |
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(598.0 |
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Minimum Pension Liability Adjustment |
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(59.1 |
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(60.2 |
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Accumulated Derivative Instruments Loss |
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(1.0 |
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(12.7 |
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Cumulative Currency Translation Adjustment |
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(11.4 |
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(10.6 |
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Total Shareholders’ Equity |
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494.6 |
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489.0 |
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Total Liabilities and Shareholders’ Equity |
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$ |
3,164.9 |
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$ |
3,200.3 |
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The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
3
GRAPHIC PACKAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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Net Sales |
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$ |
617.2 |
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$ |
478.1 |
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$ |
1,799.4 |
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$ |
1,114.7 |
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Cost of Sales |
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513.0 |
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396.7 |
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1,508.1 |
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912.9 |
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Selling, General and Administrative |
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48.6 |
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44.7 |
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146.0 |
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105.4 |
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Research, Development and Engineering |
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2.1 |
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2.1 |
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6.9 |
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5.4 |
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Other Expense, Net |
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6.5 |
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1.5 |
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28.0 |
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3.7 |
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Income from Operations |
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47.0 |
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33.1 |
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110.4 |
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87.3 |
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Loss on Early Extinguishment of Debt |
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— |
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(45.3 |
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— |
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(45.3 |
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Interest Income |
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0.1 |
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0.1 |
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0.3 |
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0.3 |
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Interest Expense |
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(38.5 |
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(39.7 |
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(112.6 |
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(107.5 |
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Income (Loss) before Income Taxes and Equity in Net Earnings of Affiliates |
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8.6 |
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(51.8 |
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(1.9 |
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(65.2 |
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Income Tax Expense |
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(3.6 |
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(1.4 |
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(6.0 |
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(4.8 |
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Equity in Net Earnings of Affiliates |
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0.5 |
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0.4 |
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1.2 |
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1.1 |
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Net Income (Loss) |
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$ |
5.5 |
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$ |
(52.8 |
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$ |
(6.7 |
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$ |
(68.9 |
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Income (Loss) Per Share - Basic |
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$ |
0.03 |
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$ |
(0.32 |
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$ |
(0.03 |
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$ |
(0.52 |
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Income (Loss) Per Share - Diluted |
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$ |
0.03 |
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$ |
(0.32 |
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$ |
(0.03 |
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$ |
(0.52 |
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