Graphic Packaging Holding Company (GPK) Q4 2012 Earnings Report, Transcript and Summary

Good morning. My name is Kimberly and I will be your conference operator today. I would like to welcome everyone to the Graphic Packaging Fourth Quarter and Full Year 2012 Earnings Conference Call. [Operator Instructions] As a reminder, ladies and gentlemen, this conference is being recorded. I would now like to turn over to Mr. Brad Ankerholz, Vice President and Treasurer of Graphic Packaging. Please go ahead, sir.

Thank you, Kimberly, and welcome to all to the Graphic Packaging Holding Company fourth quarter and full year 2012 earnings call. Commenting on results this morning will be David Scheible, the company's President and CEO; and Dan Blount, 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 Q4 earnings webcast link on the Investor Relations section of our website, which you can find at graphicpkg.com. I would like to remind everyone that statements of our expectations in this call constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Such statements including, but not limited to, statements relating to the revenue, cost and synergy effects of acquisitions, cost reduction and tax benefits expected upon the completion of the Macon biomass boiler project, raw material inflation, consumer demand and pricing trends, capital expenditures, cash pension contributions and pension expense, depreciation and amortization, interest expense and refinancing costs, debt and leverage reduction, performance and EBITDA improvements and cost reduction initiatives, are all 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. These risks include, but are not limited to, the company's substantial amount of debt, volatility in raw material and energy costs, cutbacks in consumer spending that reduce demand for the company's product, continuing pressure for lower cost products and the company's ability to implement its business strategies, including productivity initiatives and cost reduction plans. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date of which they are made and the company undertakes no obligation to update such statements. Additional information regarding these and other risks is contained in the company's periodic filings with the Securities and Exchange Commission. David, I'll turn it over to you now.

Thanks, Brad. Good morning, everyone. We're pleased with our fourth quarter results as adjusted earnings per share improved to $0.08 from $0.02 in the prior-year quarter. We were able to continue to drive sales and increase our fourth quarter EBITDA margin over 30 basis points to 14.3% in what was a sluggish quarter for some of our key end markets. Like other consumer-driven sectors, we have seen some volatility in the business in the past few months. Industry volumes in our core markets were solid in October and November and the demand slowed in the mid to late December. Clearly, we experienced some level of customer inventory management, as this trend has now reversed itself and demand has been stronger in the early part of this quarter. Despite the market noise, we managed the business tightly in the fourth quarter. We improved margins and drove cash flow. New product launches, customer wins, productivity enhancements, acquisition synergies, asset optimization and a lower cost of capital remain the driving forces behind our improved results. For the full year 2012, total volumes increased 2.9% and sales increased 3.1% to $4.3 billion. Higher operating margins, combined with significantly lower interest expense, helped increase cash flow from operations by $81 million to $469 million for 2012. Fourth quarter, we generated net performance improvements of roughly $6 million despite incurring $5 million in increased costs for the West Monroe biannual cold outage. In total, we delivered nearly $67 million of performance improvements for the year. The strong performance helped drive a full year 2012 EBITDA margin of 14.9%, up significantly from 14.1% for the full year 2011. Additionally, we made some strategic investments in the business last year to drive long-term sales and grow earnings. This includes $203 million of capital projects focused on improving our asset utilization and lowering our overall cost structure going forward. The largest of these 3 projects included the expansion of our Perry, Georgia, and West Monroe carton facilities and the building of a biomass boiler in our Macon, Georgia, mill. The Perry and West Monroe mill -- I'm sorry, the Perry and West Monroe carton expansions were completed in 2012 and allowed us to better optimize our converting footprint by consolidating production into these 2 highly efficient plants. The building of a biomass boiler in Macon, Georgia, is progressing well, and we still expect that it will come online late in the second quarter. This is an $80 million to $85 million project, of which we expect to receive a tax incentive rebate of approximately 30% for the total cost upon project completion. The boiler will make the mill self-sufficient from an electrical power and steam generation standpoint, thereby reducing energy costs and improving the profitability of that facility. Another area of significant investment in 2012 was the integration of our Flexible Packaging business with the Kraft paper and Multi-Wall Bag business of Delta Natural Kraft and Mid-America Packaging. The combination created North America's only vertically integrated Multi-Wall Bag business and allows for significant synergies and profit potential going forward. In fact, we expect to achieve full synergy targets in 2013 in the range of $20 million to $25 million. More recently, we announced 2 acquisitions in Europe to build critical mass and improve profitability in this strategically important region. The acquisition of Contego Packaging and A&R's beverage packaging business creates one of Europe's largest folding carton packaging businesses and significantly expands Graphic's position in the global marketplace. Similar to our operating model in the U.S., this provides us with an opportunity to further integrate our board business and expands our share of the global SUS market. It also expands our relationship with key global accounts such as Kellogs, Nestlé, General Mills, Heineken, SABMiller, AB InBev and it provides us access to other new accounts in Europe. Our estimated annualized synergies is between $16 million and $18 million and we expect to achieve them over the next 24 months. These were the second and third acquisitions we have made in the past 2 years in our core food and beverage business. Certainly, we know how to operate in this space and believe we can generate significant improvement in ROI through a focus on execution and integration of these acquisitions. In both cases, we were able to acquire just the core food and beverage packaging business from Contego and A&R, respectively. These acquisitions provide cost synergies, but they also come with some very good intellectual property that will not only be used in Europe, but we believe we can translate back to the U.S. and allow the 2 regions to leverage ideas. Contego, as a microwave business, it fits perfectly with our existing microwave platform, and the A&R beverage business is focused primarily on the bottled beer market. This is a market that is growing and one that we must [indiscernible]. Another quarter, we have significant improvement in 2012 [indiscernible]. We remain focused on developing new and unique packaging that helps our customers differentiate their products. We lower their distribution costs and we improve their sustainability metrics throughout and across the entire supply chain. Our product development teams are focused on 4 main strategic areas. First, corrugated replacement, like our success in commercializing Capri-Sun. Second, proprietary glass beer bottle packs called Tite-Pak. Three, away-from-home quick-serve dining solutions. And four, microwave cooking technology. We are working on new product and issues [ph] in each of these areas and feel very good about our new product pipeline going forward. Our solid CUK fiber folding carton is clearly, a viable substitute for traditional litho-lam corrugated structures. This new product runs well on existing packaging machinery and offers significant inbound supply chain benefits compared to corrugate. In addition to Capri-Sun, this past year, we converted Church & Dwight's 20-pound kitty litter box from corrugated into our heavy caliber CUK carton, along with another major U.S. consumer products company's club store sandwich bags. In total, corrugated replacement growth added $84 million of sales in 2012. We continue to actively work on targeting the frozen food accounts for continued growth in 2013. In glass bottles, we have developed a new proprietary solution for beer multipacks that reduces package breakage -- reduces actually glass breakage and noise throughout the distribution and handling process. Our new solution called Tite-Pak offers an alternative to internal partitions in corrugated boxes for the protection of the glass bottles. This innovation reduces glass breakage in the breweries and the distributors. We had our first major commercial sales in Q4 and have significant interest from several additional brewers going forward. The away-from-home market continues to grow. It was up 14% year-on-year in 2012. We had considerable success offering our customers enhanced dining solutions, led by solid fiber replacement for resin-based packaging. In 2012, Graphic Packaging was selected successfully to convert a Panera Foods plastic clamshell to solid fiber. This is annual revenues of greater than $10 million. GPI has targeted projects in the pipeline for 2013, leveraging its existing innovation technology capabilities to further grow in this core segment. Our microwave business continues to experience global growth as well, largely through new business development. Our ongoing investment in the development of proprietary products and designs continue to find strong consumer acceptance based on increased convenience, coupled with an enhanced cooking experience. This is a very fast-growing market for us, as year over sales increased 8%, led by new application, proprietary MicroRite even-heating technology. We will, in fact, be investing $7 million in new capacity for microwave in 2013. Strengthening our balance sheet and improving our capital structure continues to be top priorities and we made significant progress throughout the year on both. In December, we completed a secondary public offering that sold 21 million shares of common stock held by our -- 4 of our largest shareholders. Concurrent with the offering, the company also repurchased almost 50 million shares of common stock from selling shareholders for $300 million. The offering and simultaneous repurchase of shares increased the public float and liquidity of the stock while lowering the number of outstanding shares by almost 12%. Early in 2012, we also entered into a $2 billion amended and restated senior secured credit facility. We used the new facility, plus cash on hand, to repay approximately $1.7 billion of institutional term loans that were due in May of 2014. The new credit facility provided us with attractively priced financing and gives us the flexibility necessary to meet our operating and strategic goals. For instance, this flexibility allowed us to expand the facility by $300 million to fund the repurchase of shares I just referenced. Let's talk a little bit more about the business. Looking closer at the fourth quarter, our mills delivered a solid quarter due to improved initiatives in energy conservation, throughput efficiencies and lower total fixed costs. We took our biannual cold outage at our West Monroe, Louisiana, mill in the fourth quarter. Dan will speak more to it in his section, but the additional downtime related to the plant outage negatively impacted EBITDA by approximately $5 million in the quarter. After adjusting for the impact of the cold outage, our mills generated 11,000 [ph] more tons than the fourth quarter of last year. This equated to approximately 2% increase in tons per day. Backlogs for our key CUK and CRB substrates also remain strong at approximately 4-plus weeks. I'd like to point out that our mills did not take any unplanned downtime during the entire year of 2012 and our board inventories are below 2011 year-end levels on a larger revenue base, despite the fact end market demand was less than robust in many of our new segments. We believe this is a true testament to our growth strategy and our efforts to optimize our board integration. Looking at folding cartons, volume in our global folding carton business remained relatively flat in the fourth quarter, despite overall weakness in the market conditions. Significant volume increases from new business gains offset softness in some of our legacy core markets. In the fourth quarter, ACNielsen estimated that our key categories of cereal and frozen pizza volumes were relatively flat, down around 0.5% and 0.7%, respectively. Despite a hard-hitting cold and flu season, facial tissue volume was weak in the fourth quarter for us and decreased about 4.5% according to ACNielsen. Energy [ph] volumes across the canned beverage market increased 1.4% on a year-over-year basis in the fourth quarter according to the Can Manufacturers Institute. Industry softdrink shipments increased about 0.1% and beer shipments increased about 4% for the quarter. Reflective of these trends, we continue to see solid volume in the beer, with shrink in our Kraft and imported business and a softer softdrink business. Looking at Flexible, trends in our Flexible Packaging business remained sluggish, though we did see some modest improvement in the fourth quarter. Flexible Packaging sales increased 13.6% in the fourth quarter due predominantly to the acquisition of Delta Natural Kraft and Mid-America Packaging business in December 2011. As discussed earlier, the new joint venture formed between our legacy Flexible Packaging business and the 2 new companies should enhance both growth and profit profile of this business as we head into 2013. We did see a slight pickup in our Multi-Wall Bag business in the fourth quarter as the construction market has begun to improve modestly. However, our specialty plastics businesses, which includes Shingle Wrap, remained somewhat lackluster due to continued weakness in retail and industrial markets for base products. Looking at pricing and commodities. For the first time in 2012, pricing declined in the quarter, predominantly as a result of the past declines in commodity costs starting to flow through our contracts and some board price movements. Commodity costs in the fourth quarter remained relatively in line with recent trends as lower costs for secondary fiber continued to provide a tailwind, benefiting the fourth quarter by about $11 million. Not all of our commodity inputs were down, however. Food costs were up roughly $5 million and freight costs were up $3 million year-on-year, due primarily to government regulatory changes for driver mandates. So unfortunately, we expect this trend to continue into 2013. In summary, we had a solid quarter and a very good year. We continue to drive growth through focusing on product innovation, asset optimization and selected bolt-on acquisitions. We're investing in some of our stronger trends in the food and beverage markets, such as litho-lam substitution, pasta, Kraft, beer, food service and microwave, while protecting our core businesses. We like our positioning. There are plenty of opportunities to grow in our customer base and lower our cost structure and improve our operating efficiency. I'm going to now turn the call over to Dan for a more detailed discussion of the financial results.

Thanks, David, and good morning, everyone. David covered the operational highlights, I'll focus on the financial results. My comments track our posted presentation. So let's start with Q4 and full year financial highlights on Page 10. Overall, both Q4 and full year financial results were strong. Our strategic actions improved both operational performance and the company's capital structure. As you can see on the slide, all key metrics improved in the quarter and for the full year 2012. The work we've completed on both fronts in 2012 has positioned us for a solid start in 2013. Specifically taking a look at fourth quarter, adjusted EBITDA was up 2.5% to over $150 million on the strength of 14.3% EBITDA margins. Adjusted net income increased from $7 million in Q4 2011 to $33.2 million. Q4 adjusted earnings per share grew from $0.02 to $0.08. On a full-year basis, EBITDA was up 9.5% to over $647 million. EBITDA margin expanded to 14.9%. Adjusted earnings per share grew from $0.26 to $0.37. We adjusted EBITDA and net income for specific non-recurring items: acquisitions, post acquisition, integration and capital structure expenses. During the quarter, we incurred $16 million of non-recurring charges related to the 2 European acquisitions, share buyback and the completion of the DNK integration. As all these activities are complete, there will be no further charges for these items in 2013. Turning to Slide 11. We see that Q4 revenues were essentially flat to the prior year as increased volume was partially offset by lower pricing. Price givebacks totaling $8.8 million were largely from contractual resets driven by deflation and secondary fiber and resin. As you will recall, the reset mechanisms in our contracts provide for pricing adjustments, up or down, based on input cost movements and changes in board price. As explained before, the average lag between input cost change and price reset is approximately 9 months. With respect to full year, revenues grew a solid 3.1% to $4.3 billion. It is important to note that during 2012, along with acquisitions and new product launches, we successfully completed the negotiations of an abnormally high number of contracts. As a result, we locked in integrated board volume. All these actions will lead to a more profitable business mix. And as a side note, the right business mix is a large value driver for us. It leads to less waste and higher operating rates. For example, during these negotiations, we received better grades and better trims, which will lead to further optimization through converting and, more importantly, into the mill system, all driving margin expansion. In 2013, we expect contractual price reductions related to deflation and other resets in the $35 million range. Overall, EBITDA on a year-over-year basis will increase from improved mix, further board integration in the mills, higher operating rates and expected price increases in paper and paperboard. These will more than offset the price reductions. Turning to Slide 12, we see a Q4 EBITDA increase of nearly $4 million to $150 million. The improvement was driven by our Paperboard Packaging segment, as its margin grew to 17.3% from 16.7% in 2011. For the full year 2012, the EBITDA margin in this core segment improved 100 basis points to 18.3%. David and I have already covered inflation and price. Therefore, I will concentrate on performance improvement. In Q4, we realized $6 million of benefit from improved productivity. The benefit in this category is net of the $5 million in costs incurred from the biannual cold outage at our West Monroe mill. We continue to execute at a high level with our productivity and cost-cutting initiatives and, for the full year 2012, delivered net benefits totaling $67 million. Looking forward to 2013. Given the expanded level of investment we made in 2012, we expect to accelerate performance. Specifically, because of the success of the investments made to integrate the Flexible Packaging acquisition and the early completion of the Macon biomass boiler, we expect productivity benefits in 2013 to climb into the $90 million to $120 million range. Key initiatives include the following items: One, $70 million to $90 million for continuous improvement and productivity initiatives; two, $20 million synergy benefit resulting from the 2011 acquisition of DNK; and three, $7 million cost benefit in the Macon mill, resulting from the midyear startup of the biomass boiler. So in summary, on an overall basis, we expect 2013 EBITDA results to improve on the strength of operating performance, mix improvements and continued success with new product introductions. Now before I move into cash flow, a follow-up comment about the 2 European acquisitions. In 2013, we expect these acquisitions to add $325 million of sales and approximately $20 million of EBITDA. We will work on integrating these businesses in 2013. And in 2014, we expect synergy benefits in the $16 million to $18 million range. Now let's turn to Slide 13 and look at cash flow, debt and liquidity. Cash flow for 2012 was strong as net cash provided by operations improved $81 million over the prior year to $469 million. Cash flow available for debt reduction grew to $264 million from $220 million last year. Reduced interest costs and improved operating performance drove the cash flow improvement. CapEx increased $43 million to $203 million. The increased capital investment focused on high return projects like the Macon biomass boiler and the integration of DNK. As we highlighted, both of these investments are expected to drive improvement in 2013 results. Overall, our capital investments continue to target projects with less than 3-year paybacks. For 2013, we expect cash flow available for debt reduction to be in the $250 million range. Included in this number are, one, approximately $40 million of expense and capital investment to deliver the Europe synergies. Two, $30 million to refinance our 9.5% 2017 bonds that are callable in June. And finally, as an inflow, receipt of a $23 million tax grant for the startup of the biomass boiler. On a normalized cash flow -- our normalized cash flow without the above strategic investments would be in the $300 million range. Now turning to debt. We started Q4 with net leverage right at 3x, which is at the top end of our target range. We executed 3 shareholder accretive actions during Q4, as we raised $300 million of additional term debt to fund a repurchase of over 12% of our outstanding shares, and invested over $150 million in the 2 European acquisitions. These actions resulted in a year-end net leverage ratio of 3.5x, almost exactly the same level we began the year with. We continue to target the 2.5x to 3x leverage ratio range but will, as we have communicated before, venture outside this range to fund accretive acquisitions and other high-return investments. However, with that said, for 2013, our focus is clearly, I repeat clearly, on applying cash flow to debt reduction and reducing leverage back within our target range. We have already talked about the European acquisitions, but let me expand on the equity market transaction that we undertook in Q4. First, the company completed a secondary share offering on behalf of our 4 largest shareholders. In total, 21.3 million shares were sold, thereby improving markets flow by more than 15%. Concurrently, the company repurchased and retired 49.2 million shares from these same shareholders. The combination of these actions, in addition to being 12% EPS accretive, increased average trading volume by over 40% to over 1.2 million shares per day and reduced major shareholder ownership from 65% to 53%. Now sticking with the capital market topics. I note that our 9.5% notes become callable this June. Recent bond market activity has been very attractive to issuers and we are evaluating our options as they relate to refinancing these high coupon bonds. Based on current market yields, we expect the refinancing of these bonds will reduce cash interest cost by up to $20 million per year. And now, let's summarize our guidance, and I'll move to Slide 14. And this guidance is for 2013. Capital expenditures are expected to be in the $215 million to $235 million range. This higher level of spending is driven by the early completion of the biomass boiler and the integration costs related to the European acquisitions. Cash pension contributions are projected to be between $40 million and $70 million. Pension expense of around $40 million. Depreciation and amortization in the $270 million to $290 million range. Interest expense of $110 million to $120 million and we expect to achieve net debt reduction of $250 million, while funding increased CapEx spending and paying bond refinancing costs of around $30 million. Our net leverage ratio should end the year around 3x. And finally, a couple of notes about the timing of the net debt reduction in 2013. The seasonality of our business normally results in an increase in net debt in the first quarter as we build working capital levels. However, given the timing of the European integration in 2013, we're going to get an early start on this, and the cost to refinance the 2017 bonds, we expect net debt reduction in the first half of 2013 to be moderately behind last year's. As a result, the bulk of the full year 2013 net debt reduction will occur in the second half of the year. And with that, I will turn the call back to the operator for questions.

[Operator Instructions] Your first question comes from the line of line of Ghansham Panjabi with Robert W. Baird. Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division: Obviously busy last quarter.

Yes. It seems like we were doing something every day of the quarter. Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division: Just on productivity. I think, if I remember correctly, your previous range was $60 million to $80 million sort of an annual basis. '13 obviously is tracking well above that. Should we view that as a revising upward of the longer term targets or is that very specific to '13, just based on your situation?

It really has -- that performance target that we gave you included the $60 million to $70 million we normally do in CI and it added all the synergy and benefits just instead of trying to break all that out. So what I would say is it's an increase simply because we have integration synergies in '13 that we didn't necessarily have in 2012. Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division: Okay. And then, Dan, just a cleaning-up question on 4Q. The $12.5 million in charges for business combinations that you referred to, is that purely in flexible? Was there any spillover into paperboard and corporate?

Okay. The non-recurring charges, I think, totaled $16 million. They are a combination of things. They are the final steps in preparing for delivering synergies in 2013. It is in flexibles. And so if you look at the flexible operating income number in particular, it has the impact of about $12 million in that category that you referenced. The rest of the stuff is for all the special activity we took in terms of the share buyback and the secondary offering, in particular, and there are some costs in there for the 2 acquisitions. That's why the number's fairly large. Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division: Got it, got it. And then, David, one last question. In terms of the fourth quarter, intra quarter trend, any big deviation there? A lot of your peers were talking about aggressive end market de-stocking. Did you see something comparable to that? And then, if you could just give us some early read on January, that would be helpful.

Yes. So as I said in my prepared comments, the -- October, November were pretty good up until about the 15th of December. But then from the 15th of December, we saw some pretty significant change in order patterns, particularly on the food side of the equation and in beverage, but less so. So yes, we saw a marked drop-off at the end of the year. I think what I would tell you is it's hard to read. I would tell you it looked like inventory de-stocking, because certainly in January, the early trends are good. Our backlogs are solid in both folding carton both for beverage and in food, but also a pull for board. We're busy. Our backlogs are 4 to 5 weeks in the board mills as well. So it felt like a de-stocking. But I've almost given up forecasting what's going on, on a forward basis. What I would tell you is we feel good about where we started the year, but we got 11 months.

Your next question comes from line of Alex Ovshey with Goldman Sachs.

In the flexible segment in '13, do you think you can improve your profitability above and beyond the $20 to $25 million synergy number that you're expecting?

Well, I'd like to say yes. The fact of the matter is a lot of it will depend upon how much recovery we see in those core industrial markets. If the construction market does improve, because a lot of that business is tied into things like chemicals that go into construction, it's cement that goes into construction, in that multi-wall bag sector, then I think, yes. Otherwise, I would tell you, the trends in that business have been pretty flat. And so right now, if you look at our forwards, we're projecting the improvement will be predominantly related to the integration synergies. We'd like to see some tailwind in there, but we just -- January was better, but not like -- not a barnburner of recovery in that space.

That's helpful color, Dave. And then on pricing, was your comment that you expect to give back about $35 million of pricing for the full year '13?

Yes, that's correct. It'll flow through the year, but it's mostly related to deflationary stuff that we saw last year. There were some contract resets. For sure, there's some resin pricing in there as well because it moves around. But yes, it's about $35 million of pricing flowing through in 2013. Then, of course, then that reverses itself. As you remember, as I've said, with the 9-month lookbacks, that reverses itself in 2014. So we sort of have a continuum because we had pretty significant changes in input. I think input inflation this year, if I'm looking forward, it's probably going to be somewhere around $25 million, $30 million or something like that, maybe, depending on what happens to OCC.

Okay. And just a follow-up on that. I believe there was a price increase on CUK in the marketplace. If that is successful, would there be potential upside to the [indiscernible] number that you have out there that maybe instead of dropping $35 million, it doesn't drop by that amount if that price increase should be successful, or is that included in your outlook?

I didn't really change a lot because quite frankly, with the current price increase, it takes quite a few months for that to flow through. The impact in 2013 wouldn't be material, right? If you look at the same 6-month, 9-month delay, a first quarter increase really doesn't have a material impact on our business in 2013. It will in 2014, but not necessarily in '13. Our open market business will see that. But we only do about a couple of hundred thousand tons a year in the open market in the United States. And of course -- but don't forget, there's also a price increase out there on Kraft paper, and that will have some positive impact as well. That market is kind of tight as well in the process. So what I would tell you is pricing trends will start to turn because people will -- as these inflation -- as we start to see inflation in wood and OCC, you're going to start to see prices, from us, at least, increase to try and overcome those as we look to the second half of the year and towards 2014.

Okay. And just one last question. Is the way that you pass-through your changes in OCC costs, is that any different than the way other input costs are passed through to your customer base?

The input costs all really basically flow through the same. It's just a sort of look-back plan. You look at what costs for wood and chemicals and energy, so on and so forth. And then you figure out what that average increase is and when the contract anniversary hits, you start a new pricing scenario, up or down depending on that flow. And we use OCC as a proxy for that discussion because it tends to be the most volatile of the process, but that doesn't mean we don't get recovery from chemicals and other things as well. It's just that that's the bigger -- by far and away, the most important in a single input cost. Just one final comment. When we talk about that, in fairness, we do not get or blow through labor increase. So if you think about benefits in labor of $30 million a year, those we get, we improve those profitability through the improvement in our plan. We do not pass-through our labor and benefit costs.

Your next question comes from the line of Phil Gresh with JPMorgan. Phil M. Gresh - JP Morgan Chase & Co, Research Division: Just wanted to follow-up on some of the commentary around the benefits you're expecting from the mix shift and the new product introductions. Is there any way to kind of calibrate, perhaps relative to some of these offsets, how much those would impact it to the positive?

Yes, I think, Phil, you saw when we went over the productivity improvements, we increased the range from our normal range of $60 million, $80 million from $90 million to $120 million. It's included in that number, particularly when you look at the first -- the #1 item I talked about is our normal ongoing CI work and productivity work. I cited $70 million to $90 million. So it is included in that number. So you can infer that the increase over our historical average will give you what the increase is for that year. Phil M. Gresh - JP Morgan Chase & Co, Research Division: Okay. So that includes mix and new product introductions?

Right, yes, for the most part, it does. To the extent that we know, but yes, that's right. Yes, I mean, we expect -- you sort of think through the puts and the takes. If you think about it, we would expect EBITDA to grow $35 million to $45 million next year or something like that, in that range, by the end of the year, something like that. Phil M. Gresh - JP Morgan Chase & Co, Research Division: Got it. Okay, that's very helpful. A follow-up question here. You'd talked about the $84 million in corrugated replacement that you saw this year. I'm just kind of wondering how you're thinking about how that progresses in 2013, especially with Tite-Pak that you've just introduced, which seems like another opportunity there. So is that something that you think can accelerate as we head into 2013 or is it kind of more of the same?

It tends to be chunky. We're certainly not going to see something to the extent of Capri-Sun every year that we saw last year, which was a big movement. We're going to continue to see that corrugate replacement or other substrate replacement every year. So the trend is good. It becomes chunky for things like that. You'll see in addition to the $10 million or $15 million change in the process -- I'm sorry, change in the substitution, but that's the kind of the range of the projects that we work on. Tite-Pak is a great opportunity because clearly, there is corrugated replacement there. It allows our customers to save bottle breakage in the process, and so we're real happy with that. But it takes a while. We'll run some trials. We'll modify some machines. Customers will do the distribution trials. It takes a while to scale up. It won't take nearly as long as Capri-Sun did, which was almost 7 years, I guess. But nonetheless, I like the forward trends in those kinds of substitutions. Phil M. Gresh - JP Morgan Chase & Co, Research Division: Got it. And is there anywhere where you're actually seeing the reverse, where you feel like CUK might be losing shares anywhere? Or how are you thinking about that?

Well, we haven't really seen CUK losing share. We have a constant battle of plastics from one side to the other. I don't think it's substrate specific relative to CUK or CRB or SBS. It's really more paperboard, plastic, back and forth. Something less or more convenient or that kind of give-and-take goes on throughout the business. I haven't really seen a -- like I said, we grew our CUK tons. We sold more tons. Our backlogs are strong. I don't really -- I haven't seen anything that would suggest that we're losing ground on CUK. Phil M. Gresh - JP Morgan Chase & Co, Research Division: Got it, okay. Last question for Dan. That normalized cash flow of $300 million, is that something we expect to see in 2014?

Currently, based on the fact that there's no pending acquisitions and those types of things we're trying to integrate, and our capital structure will be in good shape. We won't -- we probably won't have to refinance another bond at that level. I would expect that, that would be a good number to build on for 2014. Phil M. Gresh - JP Morgan Chase & Co, Research Division: Got it. So that $40 million in that additional spend, I believe that you said it was for the integration, et cetera, is that all in CapEx or is some of that operating?

Some of that will be in expense as well. My current -- if I were to estimate that, the expense would be like $10 million of the $40 million. And what we'll do when we report the numbers, we will break that out, and there will be certain costs involved in the refinancing of the bond as well, and we'll break that out as well, so you'll be able to see more of an operating EBITDA number.

And I guess I would offer this, too, is that in 2013, we're going to be very focused on generating cash to pay back the debt that we borrowed to do the share repurchase and these acquisitions. So from time to time, we may spend some EBITDA to get better cash flow quicker because, for us, the best thing for our shareholders is to generate the cash to pay down the debt that we borrowed. And so we'll see. That's why I hedge on some of the EBITDA stuff because, in the past, that's what we've done. And I want to make sure that we pay back what we borrowed. We want to get back into that range because we want the flexibility to be able to strategically invest in the business and I'm not really comfortable making huge investments when we're 3.5x.

Your next question comes from the line of George Staphos with BofA Merrill Lynch.

I guess I had a couple of questions on the incremental volume and the sort of abnormally large number of contract renewals that you had going into this year. I'm assuming that the benefit of mix, of volume, et cetera, is embedded in that $90 million to $120 million that you provided. Is that correct, Dave?

That's correct. Yes, we get a breath here in 2013. We really just don't have any major contract renewals that are facing us in 2013. '12 was incredible, but we did factor that kind of pricing changes to change to mix optimize so that we -- Dan sort of rolled that all into that performance improvement, continuous improvement. The other thing you've got to remember is that although -- what I will tell you is that all the continuous improvement stuff, it's really based on volume running through the mills and running through the carton. So both pricing and performance is tied to volume. To the extent that volume is greater or less, then those numbers sort of move around based on that. We're giving you the best estimate we can based on what our customers are telling their volume. But in fairness, there -- our customers have been no better at forecasting volume than we have been in the last couple of years.

Yes, join the back of the line on that. In terms of the next series of contracts, were you able to stagger things such that you don't have a very heavy year, whenever that might be, down the road? And so, you've staged it so you have more of a smooth annual progression in terms of renewals? Or is there another year, say, 3 years, 5 years from that, that we have to be cognizant, anyway, in terms of your heavier-than-normal renewal period?

Well, some of those contracts are 3, some are 5, so it'll stagger out. But I think for the most part -- I think, if you sort of think about it, you and I worrying about contract renegotiations 3 to 5 years from now probably is not the #1 thing we should think about or worry about in the business climate. I'd be a lot more concerned about government regulations in China and other global than my contracts 3 to 5 years out. I'm happy to get them done. Certainly, we gave price to be able to do it, but our core was to be able to make sure that we could optimize back through the mills. That's where our cash and EBITDA comes from. So all in all, I'm pleased with where we ended up. And 3 to 5 years from now, things will -- we'll have plenty of time and room to deal with those.

But that's the timeframe we're talking about. It's not 2 years from now from what you're saying.

No, no, no. We didn't renew any contracts in a 2-year period of time. Because we can't make the investments. I mean, we can't really optimize the business in a 2-year period, that's why they have to be 3- to 5-year contracts.

Fair enough, fair enough. Next question I had, in terms of Contego and A&R, you gave the incremental revenue and EBITDA and we appreciate that, it's more or less in line with where we're thinking. What is the net incremental tonnage that we'll be seeing in terms of your overall figures? I realize ultimately we should focus on revenue and square meters, per se, not tonnage, but as I recall there's some opportunity for you to forward integrate from existing tons that you have into these acquisitions. So what do you think the net incremental might be in terms of tonnage?

So if I think about it, those 2 businesses combined are probably, as we say in the space, cutting up 180,000 ton of board. And all of that is not stuff that we make. Well, we actually -- in fairness, we do make most all of those, but it's unlikely, George, that we're going to be shipping CRB across the space. We'll be a buyer for the most part of CRB. It doesn't mean some of that business over time -- 50,000 tons of it is SUS around the space. And so over time, we'll probably optimize some of that SUS back into our business. Or as our U.S. business grows, we'll export less to Europe and buy our tons in Europe as opposed to buying them here. There are also some CRB applications over there that, quite frankly, we think we'd be better served using virgin board, and we'll look to do that as well. And that's not a #1 priority for us. It's getting the manufacturing footprint in some of the initial direct replacement for board done, but over time, that's where some of those productivity, profitability improvements will come in those businesses. But as Dan says, we're going to spend a fair amount of dollars this year getting the presses right, getting the plans right, getting the footprints in a place where we can optimize. It makes no sense to be optimizing all that while you're moving a whole bunch of stuff around. We've done it that way before, it doesn't really work. What we learned from the Altivity acquisition is get it done, get the plants right first and then aggressively do the board optimization second. And I think that's a model we're going to use for Europe, albeit on a smaller scale.

Okay. Two last ones and I'll turn it over. Realizing it's kind of difficult to talk about this on a public forum, is there anything you could add in terms of what's unique about the microwavable technology? I think you said you got it from Contego. And then just in general, it's been a trend and a question that we've all asked at times, are you seeing -- over the last few quarters, are you seeing any effect at all from the incremental paperboard capacity that's coming on in Asia relative to your overall business?

So microwave. The access we got in Contego was the fact that they are selling microwave products in Europe, but they're not necessarily using our technology. So we have the opportunity to sort of upgrade the technology in transition. So we're pretty excited about that. Relative to China board, I know that question keeps coming up, and we haven't directly seen anything in either Europe or United States here yet impacting that business. I think a lot of that SBS that you're seeing, or SBS-type products, are not necessarily going to be food contact or direct food substrate SBS, which is really all we buy. As you can well imagine, there's a lot of reasons why that inner recycled sheet that they're using is not great for food. And you can also understand why a lot of our customers aren't all that excited about buying SBS from China, for a whole variety of reasons. So we haven't yet seen it in our core business. That's probably a better question for John Luke and Jim Rubright because those guys are more directly in that business than we are.

Your next question comes from the line of Philip Ng with Jefferies. Philip Ng - Jefferies & Company, Inc., Research Division: When we look out at 2014, what's a more normalized CapEx? I know you guys are spending quite a bit to get those synergies.

Normalized CapEx, we're talking about with the addition of Europe, larger business, we're thinking $180 million to $185 million range would be a normalized level for CapEx. Some years will be lower, some years will be higher, but that's a good average.

I agree. Philip Ng - Jefferies & Company, Inc., Research Division: Okay. And then from a working cap standpoint, you've got a bigger business in Europe, I would imagine you're shipping some board produced in U.S. to Europe. Does that impact your working cap at all?

It will initially. As I said earlier, one of the strategic opportunities we have is, as we grow the European business -- as we grow the United States business, is to not ship as much board over there and buy the board over there, which helps the working capital. But in the short term, we'll probably expand our board sales and we'll see some incremental working capital. And terms are going to be longer in Europe because that's been nature of the business. Into Dan's cash flow projection -- it's not as if we missed that. So into our cash flow projections included the expansion in working capital to run a European and a bigger global business, right? Philip Ng - Jefferies & Company, Inc., Research Division: Okay, that's helpful. And from a demand perspective, I mean, the overall market's tough to predict, but you do have some new products coming online. Do you still expect to outpace the market in 2013 from a growth standpoint?

Well, I guess, the question is what the heck is the market? What I would tell you is we did not do build a lot of volume growth into our business in 2013. You could just follow the bouncing ball through my comments and recognize that most of the volume is really what we've required. And I think softdrink's going to be -- again, decline. I think beer is going to continue to grow. We've certainly seen those trends. The food business feels better, but not robust. And then the big wild card for me is trying to figure out what flexible is going to do in 2013. So when I put all the puts and takes, when I put our plan together and I talk to our board, I'm seeing pretty flat growth. I'd love it to be different. 1% growth in the market for Graphic Packaging is hugely leveraging, but I'm not doubling down on that. I think what we will do is we'll run our business, improve our cash flow and EBITDA based on sort of what we have in front of us. And that's really the way we're sort of planning for 2013. Philip Ng - Jefferies & Company, Inc., Research Division: Okay. And just on Flexible Packaging, if I look at the run rate the last 2 quarters, it's been in a $5 million-type loss run rate. I know there's some one-offs in Q4. Going forward, is it a good way to think about that business using that run rate plus the synergies for 2013?

I think that's fair.

Yes.

Because when we look at it and -- as we look at it internally and we add back some of the unusual non-recurring items, we do see EBITDA improvement in 2012 over 2011. And once we get all the noise out of the system and we start getting the $20 million of synergies, I think you'll like the result a lot better. Philip Ng - Jefferies & Company, Inc., Research Division: Okay. And just one last question for Dan. Your tax rate bounces quite a bit. How should we be thinking about it in 2013? And then the cash tax rate, as well, I know you still have a good amount of NOL, but you have a bigger business in Europe now. So how should we be thinking about tax on the P&L and the cash tax for the cash flow statement?

Well, for 2013, if you take our tax expense, 39% to 40% I think is a good estimate for that. Going forward, after we do the work in Europe, we'll be able to use that to lower our effective tax rate. And we'll see what that is as we move into 2014. In terms of cash taxes, we're looking at somewhere around $10 million to $15 million in terms of cash taxes for 2013.

Your final question comes from the line of Joe Stivaletti of Goldman Sachs.

Just a couple little things. You talked about refinancing your bond issue. I was just wondering what your current thinking is on sort of your mix of bonds versus bank loans, and what you would expect to use to take out that bond issue when it's callable?

Our expectation is that, based on the rates for an 8- to 10-year bond, we would issue another set of bonds to take out the 2017s. Our expectation is that, in addition to a lower rate, we would get a better comp [ph] package as well when we do that, which is attractive to us and will be important to shareholders. So that's our expectation there. In terms of the overall mix, we're going to be in pretty good shape for several years after we refinance this bond. So it depends on -- we're happy with our mix today based on the cost of debt and the flexibility we have with the new arrangements we've put in place. And as the future unveils itself, we'll look at whether there's a better mix or not. But today, we're pretty happy with the cost of our debt and the opportunity we have to refinance this bond.

I mean, I think, Joe, that's the other side of the equation why we're so focused on getting the cash flow down -- or the debt down. We wanted to use the cash flow to do that. And maybe work on our credit ratings so that as the interest markets change over time and ultimately -- it seems unlikely with all the money that the Fed is printing that at some point in time, these trends don't change. And we want to make sure that we're in a place where, if that's the case, we don't have significant increase in interest costs. So we're trying to get ourselves in a place where we're making strategic investments but keeping a pretty good eye on the balance sheet to keep the mix where we need to be. Because right now, I think that's pretty darn cheap, but it won't always be. Philip Ng - Jefferies & Company, Inc., Research Division: Right. Okay, great. And the other question was just, I know you'd talked about potential future acquisitions and there's nothing immediate or -- you're very focused on keeping your leverage down and whatnot. But I just wondered, as you think about potential future acquisitions, whether they'd be this year, next year, whenever, what types of -- what's at the high end of the priority list in terms of types of things, the types of areas where you would like to expand?

Well, the model that's worked for us has continued to be is to make the investments and the acquisitions in the converting business and then blow that forward lean back through the paperboard mills. And that's -- we're going to continue to do that. So regionally, look, I've said before, I'd like us to be a bigger in Latin America than we currently are. And if there's good assets available down there, we're going to buy them. Europe, I think we could do more in Western Europe, but I believe Eastern Europe is a better -- is a good place for us as well. I like our plan in China, which is not really to buy a whole bunch of converting assets over there. I like the converting network over there, it's an incredibly low-cost converting network over there. It's just as easy to design the products and pull the board through than it is to sort of build on the ground converting in China. So I don't know that a big acquisition in Asia-Pacific makes a whole lot of sense. And then, and I've said this before in a public forum, is that we don't really -- the only substrate we really don't make that we convert a lot is SBS. And so, as companies reassess their strategic goals and strategic assets, you never know when somebody might want to spit out an SBS mill and we're certainly interested in those kinds of things. But that's sort of where the list -- how our list forms.

Ladies and gentlemen, we have reached the end of the allotted time for questions and answers. I'll now turn the call back over to our speakers for any closing comments.

Yes. Thanks, everybody, for joining the call and we'll talk to you next quarter.

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