Brad Ankerholz - Treasurer, VP & Head-Investor Relations Michael P. Doss - President, Chief Executive Officer & Director Stephen R. Scherger - Senior Vice President and Chief Financial Officer.

Ghansham Panjabi - Robert W. Baird & Co., Inc. (Broker) Philip Ng - Jefferies LLC Danny Moran - Macquarie Capital (USA), Inc. Chip A. Dillon - Vertical Research Partners LLC Mark William Wilde - BMO Capital Markets (United States) George Leon Staphos - Bank of America Merrill Lynch Debbie A. Jones - Deutsche Bank Securities, Inc.

Anthony Pettinari - Citigroup Global Markets, Inc. (Broker).

Good morning. My name is Keith and I'll be your conference operator today. At this time, I'd like to welcome everyone to the Graphic Packaging Fourth Quarter and Full Year 2015 Earnings Conference Call. Please note this is a 60-minute call. All lines have been placed on mute to prevent any background noise.

After the speakers' remarks, we will have a question-and-answer session. Thank you. I would now like to turn the call over to Brad Ankerholz, Vice President and Treasurer. Please go ahead sir..

Thanks, Keith, and welcome everybody to the Graphic Packaging Holding Company's fourth quarter and full year 2015 earnings call. Commenting on results this morning are Mike Doss, the company's President and CEO, and Steve Scherger, our Senior Vice President and Chief Financial Officer.

To help you follow along with today's call, we have provided a slide presentation, which you can access by clicking on the, Webcasts and Presentation link on the Investors section of our website, which is graphicpkg.com.

I would like to remind everyone, the statements of our expectations, plans, estimates and beliefs regarding future performance and events constitute forward-looking statements.

Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the company's present expectations. Information regarding these risks and uncertainties is contained in the company's periodic filings with the Securities and Exchange Commission.

Undue reliance should not be placed on 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, except as required by law. Mike, I'll turn it over to you now..

First, invest in our core business to drive organic growth and lower cost. Second, make strategic acquisitions to enhance growth and expand channels. And third, return capital to shareholders to drive long-term shareholder value.

On the first priority of investing in our core business, we invested $244 million in capital projects and delivered $74 million of performance improvements in 2015.We are benefiting from the investments we have made in our mill system and ongoing upgrades to our converting network.

Our second priority of making strategic acquisitions, we completed three acquisitions in 2015, and closed the fourth in the first week of January. So far this year, we have announced two additional acquisitions. All six of these transactions expand or deepen our geographic product and customer base in our core food and beverage markets.

And the third priority of returning capital should to shareholders, we declared over $65 million in dividends, and purchased $63 million of our stock in 2015. This includes $40 million of share repurchases in the fourth quarter. In 2016, we've already purchased an additional $20 million of stock.

In total, since this time last year, we've returned nearly $150 million to shareholders between dividends and share repurchases. These strategic priorities served us well in 2015, and we see plenty of opportunities to continue to deploying our capital to drive future profitable growth. Looking at some trends in the quarter.

Volumes in our global Paperboard Packaging business increased 4.6% in fourth quarter. The increase was primarily driven by growth in Europe and the Rose City Packaging and Cascades' Norampac paperboard acquisitions.

If you recall, we told you last quarter, we would be building SUS roll stock inventory in the fourth quarter in order to efficiently service our folding carton customers during the second quarter of 2016 of a new press section and headbox on one of our paper machines in our West Monroe facility.

This paperboard would have normally been sold in the open market during the fourth quarter. Adjusting for these tons, our core organic volumes were essentially flat in the quarter and for the full year. By comparison, the AF&PA reported that 2015 U.S.

industry production of our two primary grades was also essentially flat in 2015, with CUK up above 1%, offset by a slight decline in CRB production reflective of the Fusion mill shut down in late 2014. As far as our end markets are concerned, the overall trends we saw in the fourth quarter are very similar to what we've seen all year long.

The global beverage markets continue to steadily grow, led by specialty drinks and craft beer, and our volume was solid in the quarter. As you know, we have increased our exposure to both the specialty and craft beer markets through targeted acquisitions and investments over the past several years driving net volume growth globally.

After several years of consistent declines, carbonated soft drink sales were down only 0.2% in the fourth quarter, a modest slowdown in the volume decline trend. Food and consumer markets were mixed in the quarter. As reported by A.C.

Nielsen, industry volumes for frozen pizza products were up low single digits, while markets for dry cereal, frozen foods and facial tissues were all down low-to-mid single digits in the fourth quarter. On the acquisition front, we continue to make solid progress.

As you know, we've been integrating our three European acquisitions and optimizing our platform for the past two years. These integrations are substantially complete, and we are well-positioned to continue growing in the region.

In 2015 we met our goal of shipping nearly 150,000 tons of SUS paperboard to Europe, and we are tracking to our longer term goal of 200,000 tons over the next couple years.

As we have discussed, the internalization of our U.S.-produced SUS paperboard remains central to our strategy in Europe, and growth in this region provides additional leverage to our vertically integrated model. The European marketplace remains highly fragmented, and now we have a low cost, scalable platform to build upon.

With the European integration nearly complete, we will look for additional opportunities to invest in the region, further leveraging our vertically integrated model. In North America, the integrations of Rose City Packaging and Cascades' Norampac paperboard business are nearly complete.

We continue to target 20,000 tons to 25,000 tons of SUS integration in these businesses within two years of the acquisitions and are tracking towards this goal. Both Rose City and Cascades were important tuck-under acquisitions for Graphic Packaging.

Rose City broadened our regional exposure to the craft beer market, allowed us to optimize our West Coast manufacturing footprint by consolidating volumes from three facilities into two and added a talented new leadership team to our organization. The Cascades acquisition extended our relationship with many of our large U.S.

food and beverage customers in Canada, allowed us to optimize our CRB paperboard network and provided us access to a market where we did not previously have converting assets.

The integration of G-Box in Mexico and Carded Graphics in Virginia, two acquisitions that we completed over the last four months, is well underway and progressing in line with expectations.

Both of these are strategic tuck-under acquisitions that supplement growth and improve our positioning by expanding our geographic footprint, manufacturing capabilities, customer base and range of products.

G-Box gives us a stronger platform in Mexico from which to build upon, where Carded Graphics allows us to serve new and existing customers, particularly fast-growing craft beer markets.

We continue to expect the acquisitions to generate approximately $15 million in EBITDA in 2016, with combined EBITDA increasing to $20 million to $25 million in 2017 as we integrate paperboard in growing markets like craft beer and geographically in Mexico. In January, we announced our intentions to acquire Colorpak and Walter G. Anderson.

Colorpak operates three folding carton facilities that convert paperboard for food, beverage and consumer product markets. The three converting facilities are located in Melbourne and Sydney, Australia, and Auckland, New Zealand. Similar to our strategy in the U.S.

and Europe, we are committed to growing our business in developed food and beverage markets and optimizing our global supply chain. Graphic Packaging has been operating in Australia for over two decades, serving primarily beverage customers using third-party converting partners.

Colorpak has been our largest converting partner and its three folding carton manufacturing facilities allow us to expand our proven integrated supply chain in the Australia and New Zealand food, beverage and consumer product markets. This acquisition will broaden our customer base and offer current customers a wider range of products.

Colorpak is expected to contribute $4 million to $6 million of EBITDA in 2016, and $11 million to $13 million annually within 12 months to 24 months. W. G. Anderson is a premier folding carton manufacturer with a focus on store branded food and consumer product markets.

The company operates two world-class folding carton converting facilities in Hamel, Minnesota and Newton, Iowa. These facilities are strategically located in the Upper Midwest where many of our largest CPG customers are concentrated. The acquisition is a continuation of our strategy to grow in attractive geographies and end markets.

The addition of these two state-of-the-art converting facilities enhances our leadership position in the key North American food and consumer product markets. We are also pleased to add a very talented leadership team, including Marc Anderson, along with his highly experienced workforce to the Graphic Packaging team.

The acquisition is expected to generate $14 million of EBITDA in 2016, and $20 million to $25 million annually within 12 months to 24 months. Having received regulatory approval for the Walter G. Anderson acquisition, we expect to close the transaction this month and expect to close on Colorpak in the second quarter.

New product development remains an essential component of our organic growth strategy. In the craft beer market, we launched a new litho-lam 12 pack carton for glass bottles with a major craft brewing customer. In the food market, we worked with a major frozen pizza customer to launch a new line of frozen pizza at Walmart called Sasquatch Pizza.

This is an extra large pizza that utilizes our heavy caliber SUS and heavy UV window. On the strength packaging side, we used heavy caliber SUS to produce a two pack carton for Kellogg's Special K Fruit & Yogurt Cereal and the Nutri Grain Variety Pack.

In microwave cooking solutions, we launched a new pizza carton that features our proprietary MicroFlex-Q susceptor for even heating of the Gino's East of Chicago line of Deep Dish Frozen Pizzas. Shifting gears, let me make a few comments on pricing. As you know, we manufacturer two primary grades of paperboard, SUS and CRB.

We convert over 80% of this coated paperboard into folding carton packaging for our CPG customers through our network of converting facilities. We also make folding cartons for customers from paperboard purchase from other manufacturers. This non- Graphic Packaging paperboard includes SBS in the U.S.

and bleached recycled and SUS alternatives outside of North America. As we have stated in the past, and has been our experience, pricing and commodity inflation-deflation should offset over time. Our carton contracts generally contain one of two price resetting mechanisms.

One is typically based on a basket of commodity inputs, while the other is typically based on open market price of paperboard. When we look at the RISI published pricing for our coated paperboard grades for 2015, they published $15 per ton decrease in SUS in February and a $50 per ton increase in CRB in August.

As a reminder, these price adjustments generally flow through our carton contracts on an average of nine months. Turning briefly to containerboard, RISI published reductions in the containerboard pricing on January 24.

We have a single machine in our West Monroe complex that made 120,000 tons of medium in 2015, nearly half of which was used internally. Our exposure to the containerboard market is less than 2% of total Graphic Packaging sales.

We are an integrated folding carton company selling end products directly to food, beverage and consumer CPGs, primarily on coated paperboard that we manufacture. We are net buyer of containerboard as our folding cartons often ship in corrugated boxes. Turning to manufacturing operations, we had another strong quarter and full year. Our U.S.

mills ran well and produced nearly 18,000 more tons of coated paperboard over the fourth quarter of last year. The improvements in mill efficiency in the fourth quarter and the full year have been a result of our continued commitment to both Lean and Six Sigma principles, along with targeted, high-return capital investments.

As we have discussed before, the leverage of our vertically integrated model comes from our ability to produce more paperboard in our existing mills and to integrate this into folding cartons for our CPG customers. In 2015, we produced and sold over 60,000 more tons of coated paperboard from our U.S. mills.

This increase does not include the tonnage we added via the Canadian mill acquisitions. In the fourth quarter and throughout the year, our mills ran full, and our backlogs remained strong and consistent at around four weeks to five weeks for both CRB and SUS.

We've talked in the past about the excess pulp capacity in our system and our focus on growing our converting volumes to tap into this additional capacity to drive the operating leverage in our model.

The four announced acquisitions in 2015, the two new acquisitions announced in January, and our growing platform in Europe, provide us with the incremental demand to continue ramping up our paperboard production to capitalize on the operating leverage in the model.

As we discussed on our last earnings call, we will do this by adding a new press section and headbox to one of our SUS paperboard machines in West Monroe during the second quarter of this year.

The new press section will offer a range of benefits, including increased throughput, better quality and higher yields, resulting in approximately 30,000 tons of the annual incremental SUS capacity. This is expected to provide added operating leverage as we move into the latter part of 2016 and beyond.

We are very excited about the project and believe it is right in line with our strategic priority of investing back into the business to support continued long-term growth.

As we shared in October, we are planning to take approximately 25 days of downtime in the second quarter to complete the normal maintenance work and install the new press section and headbox. That's about 15 extra days compared to what we would normally take in for an annual maintenance outage.

As we mentioned earlier, in the fourth quarter, we build approximately 20,000 tons of additional SUS stock inventory in order to keep the business running smoothly during this downtime.

An additional significant project that we are planning to undertake in the second half 2016 is the installation of a new curtain coater and other improvements on one of our Macon SUS paperboard machines.

We installed a similar asset at our Kalamazoo CRB mill in 2014 and have been very pleased with the quality and cost reduction of the benefits of the product. The investment at the Macon mill will be approximately $30 million, and will drive approximately $10 million of EBITDA upon completion.

Finally, I am pleased to announce that our West Monroe Cogen investment came online in January. As you know this was a capital allocation project that we have been working on for over a year. In total, we spent $30 million, and expect to save about $10 million annually on energy costs.

We think this was an excellent use of capital and another example of how we invest back in the business to drive long-term profitability. And with that, I'll turn it over to Steve Scherger, our Chief Financial Officer, to take you through the quarterly financial results in more detail.

Steve?.

Thanks Mike, and good morning. As Mike shared, we delivered another strong quarter. Fourth quarter EPS, EBITDA and EBITDA margins were excellent, allowing us to closeout 2015 with positive momentum. A few full year highlights. Adjusted EBITDA increased $40 million to $751.2 million.

Adjusted EBITDA margin increased to 130 basis points from 16.8% to 18.1%. Adjusted EPS increased $0.03 to $0.75 and cash flow available for debt reduction, M&A and return to shareholders was $345 million.

Also, since the announcement of our capital allocation plan 12 months ago, we returned nearly $150 million to shareholders, with $112 million returned in 2015 and the balance thus far this year. References today to EBITDA, net income and EPS will be the adjusted numbers.

Pre-tax adjustments related to M&A, integration costs and special charges were $8 million for the quarter and $23 million for the full year. Focusing on full year net sales, revenue from our ongoing business increased 3.5%, driven by improved volume mix primarily from our acquisitions.

Price was lower by $5 million in the quarter and $15 million for the year. A strong U.S. dollar translated to lower sales of $21 million in the quarter, and $109 million for the year.

Turning to EBITDA, we posted a strong fourth quarter increase of 5.2% or $9 million, driven by operating performance and favorable commodity cost, net of price, which more than offset foreign exchange headwinds and labor and benefits inflation. Looking at the full year, EBITDA grew 5.7% to over $751 million.

Key drivers of the increase included $74 million of performance, $29 million of volume mix, and $4 million of favorable commodity costs net of price. Labor and benefits inflation and foreign exchange each had a $28 million negative impact for the full year.

Cash flow for 2015 was strong as net cash from operations totaled $589 million, or 12% more than 2014. Excluding M&A, dividends and share repurchases, we generated $345 million of free cash flow for the year. We contributed $53 million to our pension plans, and working capital grew by $20 million.

We continue to manage working capital aggressively and have maintained our key metrics in a relatively tight range. Over the past few years we have, when competitively required, entered into extended terms of selective investment-grade CPG customers, when low cost supply chain financing or accounts receivable sale programs were available.

The cost of these programs is in our EBITDA, and the programs have been fully disclosed in our reported financials. When we have utilized these programs to be competitive, they have not resulted in a change in our accounts receivable metrics, and as such, they're not resulted an acceleration of cash collections when compared to prior periods.

We ended the year with $1.83 billion of net debt, leaving our net leverage ratio at 2.44 times. Adjusting for the G-Box acquisition, which closed on January 5, our net leverage ratio was at the low end of our 2.5 times to 3.5 times range. Our liquidity profile remains strong.

At year-end, our average cost of debt was 3.2% and our global liquidity exceeded $1.1 billion. Before turning to 2016 guidance, I'd like to briefly discuss taxes. Our effective tax rate for the quarter was 33.1% resulting in a full year effective tax rate of 36.3%. This lower Q4 rate resulted primarily from the permanent extension of the U.S.

research tax credit that was enacted as part of year-end tax legislation. Our NOLs ended the year at $470 million. The year-end tax legislation also extended bonus depreciation through 2019, which provides meaningful cash flow benefits to Graphic Packaging. Based on our analysis, we now accept our Federal NOLs to extend through much of 2018.

Said another way, we do not expect to be a meaningful U.S. federal cash taxpayer until 2019. Now, turning to 2016 guidance. We are committed to, once again, improving our year-over-year financial performance.

We expect 2016 EBITDA to grow in the 4% to 7% range driven by net performance improvements of $60 million to $80 million, and net volume mix improvements primarily from acquisitions of $30 million to $35 million.

These improvements will be partially offset by labor and benefits inflation of $25 million to $30 million and foreign exchange headwinds of $15 million to $25 million at current rates. Many of you have asked for a rule of thumb around foreign exchange and its impact on our EBITDA. At a very high level, 5% strengthening or weakening of the U.S.

dollar across all of the currencies in which we operate would result in a $10 million annual impact on EBITDA. Moving on to cash flow. We expect to generate $360 million to $380 million before M&A, debt reduction, and return value to shareholders.

Bridging from EBITDA, key drivers will be capital expenditures of $270 million to $280 million, the West Monroe capacity expansion, and the Macon curtain coater projects will drive capital spending above the $200 million base level we have discussed in the past. Both projects have outstanding return profiles.

Pension contributions will again be in the $40 million to $60 million range as we focus on funding and immunizing these plans over the coming years. Cash interest will be higher by $10 million to $15 million assuming modest interest rate increases and slightly higher debt levels.

Cash taxes will again be modest at $20 million to $25 million due to international and U.S. state taxes. The $360 million to $380 million of cash flow will fund our M&A, pay dividends, and repurchase shares, all consistent with our capital allocation strategy. The G-Box, Colorpak, and Walter G.

Anderson acquisitions will cost approximately $320 million in 2016. Dividends at the current rate will consume approximately $65 million annually. At current stock valuation levels, we will continue to be active in the market repurchasing shares. And finally, we expect to exit 2016 with a net leverage ratio in our target range of 2.5 times to 3 times.

The remainder of our guidance is contained in the presentation on our website. Thank you for your time this morning. I'll now turn the call back to Mike for some closing remarks..

Thank you, Steve. In closing, let me reiterate how focused we are at executing around our three strategic priorities. The softness in many of our end markets and fluctuating currencies or headwinds that we've been dealing with now for several years. We're not looking for these conditions to change, nor is our growth dependent upon it.

We are committed to driving profitable growth by making smart investments in the business, executing strategic acquisitions, and returning capital to our shareholders. I'd like to thank everyone for their continued interest and support of Graphic Packaging. We look forward to speaking to you again in April to review our first quarter results.

I'll turn it back now to the operator for questions..

Our first question comes from the line of Ghansham Panjabi. Your line is open..

Hey guys, good morning..

Good morning..

First off, on the $60 million to $80 million productivity for 2016, I guess the question is, how much of the investments you are pursuing at current on a legacy Graphic Packaging base is impacting that range? I guess, West Monroe and Macon?.

Hey, Ghansham, it's Steve. In terms of the investments we'll make this year, actually some of those investments will have a bit of a headwind. As Mike said, we'll have about $15 million of downtime in Q2 associated with the investment increase our SUS capacity. That will be inside of that $60 million to $80 million of productivity.

So we'll incur some costs this year, but we'll benefit from prior-year capital investments, as well as our ongoing Lean, Six Sigma and synergy capture that will have us in the $60 million to $80 million range, but inside of that will be some of the costs that we'll incur associated with incremental downtime in Q2..

Okay, great. That's what I was getting at.

And then on Colorpak, can you just give us some more strategic insight into what you found attractive with this asset versus other opportunities either in Europe or Mexico that you've been investing in?.

Yeah, Ghansham, it's Mike. Good morning..

Good morning..

We have been in Australia since 1990 in a meaningful way. Last year we actually converted over 20,000 tons of SUS paperboard through third-party converters in that market. So Colorpak was the largest of four converters that we used in Australia.

And we view that as an opportunity to get closer to our customers, our customers like that when we control the manufacturing more directly. And we're able to integrate those tons into our acquisition. So it made sense for us to pursue that. We've known Alex Commins and his team for a long time and we're excited to have him joining our business..

Okay. I'll turn it over. Thanks so much..

Thank you..

Your next question comes from the line of Anthony Pettinari from Citi. Your line is open..

Anthony?.

Anthony Pettinari, your line is open. Next question comes from the line of Philip Ng from Jefferies. Your line is open..

Hey, good morning guys..

Good morning..

Hey Phil..

The incremental 30,000 tons of CUK capacity you're adding this year, how much of that can be consumed right off the bat, because certainly you guys have announced a few more tuck-in acquisitions of late?.

Well, I think the way that we would think about that for 2016 Phil is, because the downtime we'll be taken in Q2, we would expect our production to be largely flat in 2016.

So really the incremental piece of that will be absorbed as we head into 2017, and the acquisitions we did, both the ones we've done in the past as well as the ones that we recently announced, will really drive that demand..

Okay.

But would you assume most of that like going into 2017 essentially consumed right after that?.

Yeah. We're confident we've got those tons sold. As we talked about in the past, that's the only reason we would make investments to make additional board, as when we're confident that we have the tons sold..

Okay..

Yeah, so we'll have the run rate as we exit out of the year, so that you'll see the advantages of it primarily in 2017..

Got you. Okay, that's helpful. The reason why I asked is, there's fair amount of concerns out there and I think it's overblown, on some of FBB capacity coming on in Europe. And from a supply-demand dynamics, I mean, CUK, CRB seems pretty tight.

But can you talk about what kind of impact it could have on your business, could it put a lid on pricing down the road?.

Yeah, I guess if I took a step back and thought about the overall North American market for a minute, I mean, if you think about the SBS in and around 5.3 million tons, I am working off of AF&PA numbers, CUK last year being around 2.5 million tons, CRB being around 2.2 million tons, you add it all together you're roughly 10 million tons.

Strip-out some of the top sheet and food service liquid packaging type grades on the SBS side, it's a 6 million ton market. So it's just who I think you're referring to as publicly stated they're going to target 200,000 tons for – I think last week I saw the Americas, so that's a lot of geography.

And if you put 200,000 tons on top of 10 million tons, you're roughly 2%, if you put 200,000 tons on 6 million tons, you're little over 3%. So if you think about that in terms of the overall capacity expansion, it's certainly not insignificant, but it also is not something that's a tidal wave either as we would think about it.

Having said that, do we expect in the short to medium-term there to be some headwinds, particularly around SBS, as the new producer tries to buy into a market where they are not integrated. We could see that.

And as we think about that for CRB and SUS, we think about they're probably having an impact more in terms of an overall ceiling on pricing as opposed to an expectation that we're going to see broad-based implications in a downward fashion..

Got you. That was very helpful, Mike. And then just one last one for me. I might have missed it on the call, but you guys talked about this incremental Macon investment that's going to kick-in in the back half. Should we expect any savings this year, and is there any drag from a P&L standpoint this year? Thanks..

No. Yeah, thanks. Good question there. The way I would characterize that is, that would be a second half project for us. We're still trying to fine-tune exactly when we're going to do that whether it's Q3 or Q4. We'll give you some insight into that on our next earnings call.

But the way that work is really cuts down on the amount of coating that we actually utilize on the sheet and specifically the amount of TiO2 we have to put in. So it's pretty mechanical savings that's generated once we get the curtain coater up and running. Again, we've installed one of those already in Kalamazoo with outstanding results.

So we're pretty excited about that project, and the incremental improvement on that will really be 2017-driven..

Your next question comes from the line of Danny Moran from Macquarie Research. Your line is open..

Good morning, guys. Congratulations on the quarter..

Hi, Danny..

Thanks, Danny..

Backlogs appear pretty healthy in your business.

Can you give your view on current CRB and SUS fundamentals? Are we now past the seasonally soft period? And then how have demand trends been thus far in the year?.

You know, Danny, I think the way I would answer that question is, if you look year-on-year both of those grades are pretty flat in 2015. And as we start the year here, a month and a half into Q1, that's kind of the trend we've continued to see..

Okay. Great.

And then given your different price resetting mechanisms relative to other paper companies, and you being a net buyer of SBS, would it be possible to give us the sensitivity to price changes in CRB and SUS grades and maybe even SBS on earnings?.

Well, SBS is pretty straightforward because, as we've talked about, within 60 days to 90 days it goes up or down by whatever the movement was, that's the way we structured those agreements because we don't manufacture that grade. CRB and SUS, it's much more difficult because there's a bunch of different resetting mechanisms.

But I think if you look at 2015, we've got some waterfalls in there that really show what pricing did and what commodity input cost did, and that over time those two offset each other. That's really our expectation and it's really been our experience over the last probably three years to four years..

Yeah, just to adding to that, Danny, our expectation going forward is that our pricing would continue to offset inflation or deflation. And this year we saw some net deflation, kind of things that passed through one of the pricing models that we deploy, and this year it was a small tailwind for us, about $3 million to $4 million.

And our expectation going forward overtime is that that would remain neutral..

Okay, very helpful.

And then I know you've been active on the M&A front, but how is the pipeline looking here? And then, would you be interested in getting more exposure to a grade that might be more at risk of price declines?.

Just a clarity question, are you asking specifically about SBS?.

Yes, yeah..

Okay. Got it. Yeah, in terms of the pipeline, we've kind of been a little bit of a serial acquirer. So if you're looking to run a processor or sell your business, we're probably on your list. And we'd characterize our backlog as being healthy in that regard for converting assets.

In regard to SBS, we've talked publicly in the past about an interest level there that we would have. Now, having said that, we're in those markets. We understand those markets pretty well. We're buying almost 200,000 tons of SBS here in North America. We buy 100,000 tons roughly of FBB board in Europe.

So we know those markets, we know the producers, we're in them every single day. It's something presented itself in terms of an opportunity, we'd take a hard look at it, but again we know the dynamics and we would not pursue a bad deal..

Okay. Thanks, Mike. Good luck in the year..

Thanks, Danny..

Your next question comes from line of Chip Dillon from Vertical Research. Your line is open..

Yes, and good morning, gentlemen..

Good morning..

Hey, Chip.

First question is, if you could just remind us, where you stand on the SUS integration net of the moving parts for the acquisitions, and how much of the board is now open market and how much of the SUS is now integrated to your own conversion?.

I think in our 10-K that we're filing we're over 80% integrated right now, Chip..

Got you. Okay. And then, I think you mentioned, not to get nitpicky but you mentioned Metsä in SBS, you mentioned the Metsä capacity coming on.

Is there a possibility that the crosscurrents of that capacity trying to hit our markets, though coupled with I think an even bigger impact from a shutdown that's supposed to take place quite soon in the Riverwood mill that may be that could actually create a disruption on the other side; in other words, might there be some tightness caused by that at least temporarily?.

I guess the way I would respond to that, Chip, is we also shut down a mill as you know in Jonquière, Canada last year that made a little over 100,000 tons, and probably two-thirds of that volume wound up in the SBS base combined with the major producer that you talked about that's in the process of taking one of their mills down.

So there are some tons coming down; at the same time, these FBB board tons are coming online. I think 2016 is going to be a real harbinger for how that all plays out. There's a lot of moving parts and pieces right now, but the biggest one that would really drive all that is what's the end use markets look like.

What's overall demand look like in the food and beverage space. So far, as I've indicated, we're seeing trends that are consistent with what we saw in 2015. If they end up being stronger, perhaps there's little bit more to your point upside pressure; if they're a little weaker, then obviously that would factor into that as well..

Okay.

And then the last one, I think you might have told us before, but the West Monroe project which adds the 30,000 tons, any view of or just a reminder on what the EBITDA ultimate impact of that will be and how much capital is involved?.

Yeah, the total project is in the neighborhood of $35 million to$40 million. So if you think about that project along with the curtain coater that's how you get to the $270 million to $280 million that Steve talked about in his range for this year. And the EBITDA return on that project is somewhere between $10 million and $12 million of EBITDA.

A portion of what we're doing there is maintenance; we're really at the end of our useful life with our pressing section on that particular aspect. So we're able to do a couple things there, get some earnings, grow some EBITDA growth, and also improve our quality at the same time. So we're pretty excited about that project..

So said differently, both the curtain coater and the project are – you're looking at about a three-year payback?.

Yeah, yeah..

Yeah, that's right. That can be right..

Now, if you look at it cumulatively, that would be right and most of the positive impact will be in 2017..

Okay. Thank you very much..

Thank you..

Your next question comes from the line of Mark Wilde from BMO Capital Markets. Your line is open..

Good morning Mike. Good morning Steve..

Good morning..

Hey, Mark..

Just curious, when we think about use of cash, has the drop in the share price made repurchase more interesting for you versus M&A?.

I don't think it's more worse, but I think what you saw us doing Mark is as we've been very active in the market over the last three months repurchasing the shares that we outlined for you roughly the $60 million, and at current valuations, we would expect to continue to do that.

What it doesn't mean though is that we have to take our foot off of the opportunities that are in the pipeline relative to kind of the tuck-under acquisitions that we've continued to pursue.

So there's a both there that is available to us given the strength of the balance sheet, and as Mike rightly said, our balance capital allocation strategy is very important to us, and those three priorities are what guide us.

But you did see us more active in the marketplace, we believe appropriately so from the last couple of months of the year and into this year..

Okay. And just sort of puts and takes from the strong dollar, in terms of doing kind of offshore M&A. I mean, I guess on the one hand, it makes offshore acquisitions less expensive, but at the same time, it would seem like it makes it a little bit harder to move quite as much SUS to some of those offshore converters at healthy U.S.

dollar prices?.

Yeah, I think that's affair comment. But it's still very profitable for us to do it even in Australia, Mark. And so, we're pretty excited about continuing to look at those kind of opportunities.

Europe, as you know, has been an area that we've specifically targeted and we've grown our SUS integration levels there from when we started a little over 90,000 tons the last year over 150,000 tons.

Steve outlined some of the translation and transaction FX impacts of that, and certainly something we think about and we talk about and we make sure we're making the right moves. But on the other side of things, we like the European market. We think it's very stable for the types of products that we make and manufacture. It's a large market.

It's still heavily fragmented, and one that we think over time provides opportunities for our company..

Okay. And Mike is it possible to just get some thoughts on sort of what you're seeing in kind of boxboard markets globally? There's been some discussion in some of the trade press about Chinese boxboard, and then I always keep my eye on being down in Brazil with the weakness in the Brazilian economy and the real weakness in their currency..

Yeah. We've certainly for a number of years seen a little bit of Latin America board in this market, but it's been pretty small, and I wouldn't characterize it as increasing in order of magnitude, at least not that we've seen. The FBB board coming on in Europe has really been the stuff that has been chronicled pretty well.

I went through some of the math a little earlier on that. I guess take a step back and talk about, you mentioned Chinese ivory board in particular. I mean, it's a big market. There's 11 million tons of ivory board, if you add up all the capacity based on the information that we have, and it's been that way for a long time.

And we've seen modest amounts on the West Coast with some non-integrated converters that have wound up there, but we haven't seen that penetrate our core markets in a meaningful fashion..

Okay. All right.

And the last question for you, just benefit in 2016 from the coated recycled hike?.

Yeah, Mark, we'll see that flow through our financials, as we said, we executed on that $50 per ton increase soon after it was announced. And it will flow through our economics on that nine-month lag as expected and as we talked, some customers experienced that others don't, if they're on a different model.

And it really just is consistent with our overall messaging of price offsetting commodity inflation-deflation, but we've executed on that $50..

All right.

And fair to Steve that some of these changes in the PPW index, that's not a real issue for you, or any thoughts on that?.

I guess you are referring to the Series B adjustments they made, Mark?.

Yeah, exactly, Mike..

Yeah. No, we're really set on change, delta change. They just reset the overall numbers, so that is not having an impact on our business..

All right, very good. I'll turn it over..

Thanks, Mark..

Thanks, Mark..

Your next question comes from line of George Staphos from Bank of America Merrill Lynch. Your line is open..

Hi, everyone. Good morning. Thanks for all the details and congratulations on the year. I guess, first question I had, you have West Monroe adding 30,000 tons.

Is it possible to talk about what might be on the drawing board in terms of the potential to further grow your internal tonnage, obviously with a goal of further forward integrating over the next three years?.

Yeah, I guess if we take a step back, George, and I mentioned it in my prepared comments, we made and manufactured almost 60,000 additional tons in 2015. We're going to add another 30,000 tons now, so we're starting to get up towards 100,000 tons. We told you there was in the neighborhood of 152,000 tons, 175,000 tons of capacity there.

So as we kind of think about dry powder, which is I think where you're going with that, it's probably somewhere in the neighborhood of 60,000 tons to 75,000 tons after we're done with the West Monroe project that we're going to do this year.

But again, we will not look to execute those projects, or add those tons to our base until we're confident that we've got them sold through our forward integration of our folding carton sales to our end-use customers. That's our model..

No, understood. But it sounds like you have plenty of opportunity to do that based on the converting pipeline that you at least directionally talk to either in Asia-Pac or in Europe.

Would it be fair that you'd say that the pipeline is as good as what you've seen in the last few years, or really with Benson and Contego and the like, the larger candidates, the better candidates have already been folded into GPK?.

No, I would say that it's still pretty solid. Europe is a very fragmented market. I'll remind you that the largest producer over there is still in the high-teens in terms of market share..

Okay, fair enough. I appreciate that, Mike. Next question I had just on the EBITDA guidance that we triangulated to what you've guided to from a percentage standpoint from the metrics that you have I think on the last slide of your deck.

What do you think the swing factors are in terms of the 4% to 7% growth, is it purely volume or there are other things that we should at least know is in forming your guidance range of the 4% to 7% growth for EBITDA in 2016..

Yeah, George. It's Steve. Even at 4% to 7% it's relatively tight range of $20 million plus or minus on 2016 EBITDA. But there's a couple things in there. One is, we're taking a very significant amount of downtime in Q2. It's a 25 days down. It's a very significant and important capital project. We've got line of sight to it, phenomenal people leading it.

But it's a significant investment for us and we've got to go down, invest and come back up. So we're managing some potential variability there that would have a net impact on full year productivity.

And then, as you know, there's some swings that just are naturally there relative to FX and the like and you can kind of see those playing through the modeling that you're referencing. As Mike mentioned earlier, our core market assumptions will be similar to 2015, pretty flattish.

But that's one that we keep a watchful eye on that could have some variability, down or up, depending upon consumer buying habits..

Are you seeing any change in your customers expectations for the next 12 months, either in terms of new product introductions or type of cartons they are introducing or, for that matter, any changes in the caliber of the sheet that they are using either up or down, what the implications would be for you in your business model?.

Yeah. In terms of spec changes, I'd characterize those as being kind of what we historically see. They are nothing really new there.

What I am encouraged about and we're cheering for them along these lines is a number of our customers are making some pretty sizable investments back in their R&D and product development groups, hiring folks that do food technology work and the like, and really trying to figure out new products that are relevant to the types of things that consumers want to buy.

Now, we haven't built any of that into our 2016 forwards, so anything we get there would be upside, but I'll tell you what, these are pretty well-capitalized, large CPG firms and they're focused on doing the right things for their business, and we see those types of investments as positive..

Mike, last one for me and I'll turn it over. On the same vein of questioning and you may have talked about this in past quarters, so to the extent that the consumer seems to be moving their purchase from center store to perimeter and moving from process to freshen all the stuff that we've read about in the press.

How do you think that affects your business? And can you move pretty seamlessly with that, or to the extent that one of your larger CPG companies maybe – in the premise, the question maybe wrong, but let's say the CPG customer that you've traditionally dealt with is losing market share to the local producer, does that hurts you at all? Thanks, and I'll turn it over..

Yeah, thanks, George. What we've really tried to do is some of these acquisitions like Carded Graphics and Rose City Packaging have been to go after people that were servicing that regional food customers that you were describing. We see those growth rates as going higher.

They're winning disproportionately right now in the marketplace, and we want to make sure we're able to capture those kinds of games. So part of the way we do that, George, is we have an active acquisition strategy that goes and finds the best in those spaces and we seek to acquire where it makes sense.

In terms of ongoing shifts, in terms of center store versus perimeter of the store, that's really where our R&D and new product development is focused. We've got products that are targeting those types of applications and really spending a lot of time with our microwave and strength packaging solutions that really appeal to those kind of products..

Thank you, Mike..

Our next question comes from the line of Debbie Jones from Deutsche Bank. Your line is open..

Hi, good morning..

Hey, Debbie..

Hi, I want to go back to that serial acquirer comment.

Going forward, your strategy, would you say that Europe is still kind of the strategic priority in terms of acquisitions, and the rest of the world is a little bit more opportunistic in nature? Or would you say that Mexico and the opportunities in Australia and New Zealand also seem just as viable for you?.

Yeah, thanks, Debbie. I think Australia was opportunistic for us and we talked about the opportunity to be opportunistic there, which is great in that regard. In terms of Mexico, that being a focus area for a long time, as you know, and we're very pleased that we were able to execute on the G-Box acquisition.

Now we now have three facilities in the Mexican market, and excellent management team, led by Marcelo Belden, who came with the G-Box acquisition. So we like where we're at in Mexico. We have high expectations for how we'll perform there.

So I think you characterized it pretty well that our focused in 2016, now having integrated three big acquisitions that we've done in Europe, will probably shift back more towards Europe..

Okay. Thanks.

And just one housekeeping in this, free cash flow guidance, what is your working cap assumptions?.

There'll be a little bit of pickup probably, Debbie, just because of the build that we did this year, but pretty modest in terms of flat to small pickup..

Great. Thanks. I'll turn it over..

Thanks, Debbie..

Our next question comes from the line of Anthony Pettinari from Citi. Your line is open..

Good morning. On M&A and integration, in the slides you indicated Rose City and Norampac will integrate 20,000 tons to 25,000 tons, and maybe you can get another 50,000 tons into Europe.

Can you quantify the additional tons you might be integrating from G-Box, Carded, Colorpak and Walter Anderson maybe as a group? And then just kind of a follow-up question, given the large number of bolt-ons you've done, and you've got some big capital projects going on, are you at all constrained in terms of management bandwidth, and would you maybe take a pause while you integrate Colorpak and Walter Anderson, or is that not really a gating issue in terms of further acquisitions?.

Yeah, Anthony, it's Steve. And I'll hit the board piece of it, the paperboard piece, and then Mike can add on to the leadership and bandwidth component. And looking at them, kind of, piece by piece with Colorpak, as Mike said, we've got a good, strong portfolio business there that's been more beverage oriented.

We can see some additional paperboard opportunities that we haven't yet quantified. We don't own the business yet. We're working through the regulatory and approval processes and targeting April.

But we'll come back I think at a later time and share where we think those opportunities could be, but we do believe that there are some, and we've been able to land paperboard in Australia very cost effectively for years, and we would expect to see some integrated value from that. With Walter G.

Anderson, there's some – they are an excellent buyer of paperboard today, not much with us, but they've got a good strong network of paperboard providers that service them today. We see that as really two world-class facilities that offer up some other opportunities as well around capital avoidance and the like.

And so we haven't put a large number around the paperboard piece there, mostly because of other opportunities with an outstanding couple of folding carton facilities and a strong leadership team. And then G-Box, we expect to see growth. That's a growing market and a growing business.

And so on both of our substrates as well as the acquiring that they do locally, as we've said, we can see growth in that 5% to 10% range of that core business, our Mexico business, over the next several years. So we would get paperboard growth from G-Box as well..

And just to build on Steve's comments, Anthony, once we're kind of through the gates around the strategic fit and financial fit around any acquisition, we take a step back and really look at our resources and make sure that we can operate a business that we're going to acquire effectively, how best to do it.

We've gotten a fair amount of experience doing that over the last really three years to five years, things we've done well, and some things that we could do better. And each time we do that, we hone our process a little bit more.

I'll tell you, we've got a small dedicated team that really runs those integrations for us, coordinates the major activities in buckets to make sure that we hold ourselves accountable to the types of returns that we outlined for you when we go through those on a call like this. So something that's on our mind, and will continue to be on our mind.

But we like our ability to execute the ones that we've announced so far this year, and feel we'll be able to deliver on the types of the results that we've outlined for you..

Okay. That's helpful. And then just a follow-up on capital allocation, and the dividend; you obviously have low leverage, strong free cash flow, and you've talked about the share repurchase activity.

I was wondering if you could remind us how you're thinking about the dividend in terms of target payout, desirability of future dividend growth, maybe dividend versus share repurchases, just kind of general thoughts on the future of the dividend?.

Yeah, on the dividend, we put it in a year ago, we've been pleased with it as one of the tools for returning value to shareholders and obviously will continue with that dividend. We don't have plans, necessarily, immediately on an increase. We've talked; we'll assess that as we go forward.

I think what you've seen us do is utilize the other tool around share repurchases to enhance the volume that we're doing there with being active in the market here more recently. And I think you would expect to see us continue with that as opposed to addressing a change in the inherent value of the dividends....

At current pricing levels..

At current levels..

Okay. That's helpful. I'll turn it over..

And our last question comes from the line of Mark Wilde from BMO Capital Markets. Your line is open..

Just a single follow-on, I promise.

Steve, can you give us any sense of the benefit you might have had from the fourth quarter from the inventory build on the board side?.

Well, we actually – in terms of – we did build roughly the 20,000 tons that we shared with you, and actually that's board mark that we would have traditionally sold in the marketplace, so we actually had a little bit of headwind on that in terms of not taking that paperboard and selling it into the open market.

So it's a bit of a use of cash, somewhat modest there. But it did have – it actually created some EBITDA headwind for us, because we did not take that paperboard sale into the open market..

All right, super. That's helpful. Good luck in the coming year..

Thank you, Mark..

Thanks, Mark. And thank you for joining the Graphic Packaging call, and we look forward to talking to you in April, after our Q1 results. Thank you..

Ladies and gentlemen, this concludes today's conference call. You may now disconnect..