SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 0-20704
A. GRAPHIC PACKAGING SAVINGS AND INVESTMENT PLAN
B. GRAPHIC PACKAGING INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
4455 Table Mountain Drive,
Golden, Colorado 80403
(Address of principal (Zip Code)
executive offices)
Graphic Packaging
Savings and Investment Plan
Financial Statements
December 31, 2001 and 2000
Graphic Packaging Savings and Investment Plan
Index to Financial Statements and Supplemental Schedules
Page
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available For Benefits as of
December 31, 2001 and 2000 3
Statements of Changes in Net Assets Available For Benefits
for the years ended December 31, 2001 and 2000 4
Notes to Financial Statements 5
Supplemental Schedules:
Schedule I - Schedule of Assets (Held at End of Year) as 11
of December 31, 2001
Schedule II - Nonexempt Transactions 12
Report of Independent Accountants
To the Participants and Administrator of the
Graphic Packaging Savings and Investment Plan:
In our opinion, the accompanying modified cash basis statements
of net assets available for benefits and the related modified
cash basis statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets
available for benefits of the Graphic Packaging Savings and
Investment Plan (the "Plan") as of December 31, 2001 and 2000,
and the changes in net assets available for benefits for the
years then ended, on the basis of accounting described in Note 1.
These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As described in Note 1, these financial statements and
supplemental schedules were prepared on a modified cash basis of
accounting, which is a comprehensive basis of accounting other
than generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of Assets (Held at End of Year) and
Nonexempt Transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
PricewaterhouseCoopers LLP
Denver, Colorado
June 14, 2002
Graphic Packaging Savings and Investment Plan
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
December 31,
------------------------------
2001 2000
Assets
Investments at fair value (Note 1):
Cash and cash equivalents $ 379,084 $ 255,581
Common stock and other securities 1,962,228 1,014,370
Unitized employer stock fund 35,594,621 6,103,977
Fixed income securities portfolio --- 15,527,980
Mutual funds 119,575,234 122,336,969
Participant loans 5,831,601 5,203,410
------------- -------------
Net assets available for benefits $ 163,342,768 $ 150,442,287
============= =============
The accompanying notes are an integral part of these financial statements.
Graphic Packaging Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
Year Ended December 31,
------------------------------
2001 2000
Additions to net assets
Investment income (Note 1):
Interest and dividend income $ 3,823,198 $ 7,406,026
Net appreciation (depreciation)
in fair value of investments 10,856,347 (5,976,994)
------------- -------------
Total investment income 14,679,545 1,429,032
Contributions:
Participants 10,891,355 11,618,532
Employer 4,341,573 4,302,919
------------- -------------
Total contributions 15,232,928 15,921,451
Transfers in from plan mergers (Note 1):
Transfers from Universal --- 43,482,769
Transfers from Fort James --- 38,900,199
Transfers from Richmond --- 4,368,282
------------- -------------
Total transfers in --- 86,751,250
------------- -------------
Total additions 29,912,473 104,101,733
------------- -------------
Deductions from net assets
Benefit payments 16,946,520 16,465,256
Management fees 49,305 15,810
Net transfers out 16,167 6,554,039
------------- -------------
Total deductions 17,011,992 23,035,105
------------- -------------
Net increase 12,900,481 81,066,628
Net assets available for benefits
Beginning of year 150,442,287 69,375,659
------------- -------------
End of year $ 163,342,768 $ 150,442,287
============= =============
The accompanying notes are an integral part of these financial statements.
Graphic Packaging Savings and Investment Plan
Notes to Financial Statements
(Modified Cash Basis)
1.General Description of Plan and Trust and Summary of
Significant Accounting Policies
The Graphic Packaging Savings and Investment Plan (the Plan)
and the related Trust Agreement (the Trust) were established
effective December 28, 1992. The Plan's purpose is to
encourage employees of Graphic Packaging International
Corporation and subsidiaries (the Company or GPC) to
accumulate savings systematically to provide an additional
source of income upon retirement. Prior to December 28, 1992,
employees of Graphic Packaging Corporation, Golden Aluminum
Company, and certain developmental businesses of Golden
Technologies Company, Inc. (current and former subsidiaries of
GPC) were eligible to participate in the Coors Savings and
Investment Plan. On December 28, 1992, these participants'
accounts in the Coors Savings and Investment Plan were
transferred into the Graphic Packaging Savings and Investment
Plan concurrent with the spin-off of the Company from Adolph
Coors Company.
Effective with the August 2, 1999 acquisition of the packaging
business of Fort James Corporation (Fort James) by the
Company, all Fort James employee participants acquired by GPC
became participants in the GPC Plan. Assets from the former
Fort James plan pertaining to these new GPC employee
participants transferred over to the Plan in February 2000.
Assets of the Plan were held in a master trust with assets of
the CoorsTek, Inc. Savings and Investment Plan (the CoorsTek
Plan) until the spin-off of CoorsTek, Inc from GPC on December
31, 1999. CoorsTek was a subsidiary of GPC. Effective
January 1, 2000, the CoorsTek Plan assets were transferred
from the master trust into a separate plan sponsored by
CoorsTek.
Effective January 1, 2000, the Universal Packaging Corporation
Profit Sharing Thrift Plan (Universal) and the Graphic
Packaging Corporation of Virginia Retirement Plan (Richmond)
were merged into the Plan. Both Universal and Richmond were
subsidiaries of GPC. Assets from both plans were transferred
into the Plan in August 2000.
Fidelity Management Trust Company serves as the Plan's Trustee.
Eligibility
All regular, full-time employees of the Company and certain
subsidiaries who are at least age 18 and expected to complete
1,000 hours of service or more per year, are eligible to
participate in the Plan. At December 31, 2001, employees of
the following groups were not eligible to participate in the
Plan:
. Graphic Packaging Corporation bargaining unit employees
covered by a labor agreement that does not include partici-
pation in this plan; and
. Graphic Packaging Corporation Canadian employees.
Contributions
Contributions are made to the Tax Effective Retirement Account
(TERA) of the Plan. Participants are allowed to make a basic
contribution of an amount no less than 1% of their eligible
compensation (including commissions and overtime, but
excluding bonuses). Additional contributions are to be in
whole, not fractional, percentage points. The maximum
contribution allowed for each participant is the lower of 18%
of eligible compensation or $10,500.
Any participant contributions deposited prior to December 1,
1986, as part of the Coors Savings and Investment Plan have
been taxed previously and are not taxable when paid to the
participant. Participant contributions deposited subsequent
to November 30, 1986, are taxable when paid to participants.
Through December 31, 1999, the Company matched 50% - 60% of
each participant's basic contribution, depending upon
employment location. Beginning January 1, 2000, all eligible
employees' basic contributions are matched at the 60% level.
However, employer contributions are limited to a maximum
amount, as defined in the Plan.
Effective January 1, 1987, employer contributions to the Coors
Payroll Stock Ownership Plan (PAYSOP) were discontinued.
However, PAYSOP account values generated by prior employer
contributions remain in the Plan. Contributions were based on
total eligible employee compensation, as defined in the Plan,
not exceeding one-half of 1% thereof. (See Note 2).
Effective January 1, 2000, all employer-matching contributions
for all participants have been made in shares of GPC common
stock. All shares are delivered to the GPC Stock Fund (the
unitized employer stock fund). Participants may transfer
interests in the GPC Stock Fund into other investment options
at any time.
Vesting
Participants are immediately vested in their entire account
balance, including their voluntary contributions, the
employer's contributions, and all investment earnings on those
funds.
Distributions
Participants may withdraw all or a portion of contributions
subject to certain conditions as specified in the Plan. A
participant or beneficiary entitled to receive benefits under
the Plan may generally elect the method of distribution.
Participant Loans
A participant may borrow up to 50% of the total value of his
or her Plan accounts, excluding the PAYSOP account. The
minimum loan amount is $1,000 and the maximum loan amount is
$50,000 minus the highest outstanding loan balance in the
preceding 12 months. These loans are available to active
employees who are participants. Only one loan may be
outstanding at any time. The loans are secured by the
participant's account balance. Loan terms are normally
available for 12 to 60 months, with a 120-month term available
for the purchase of a primary residence. Loans are normally
repaid by payroll deductions and these payments are credited
back to the participants' plan accounts and invested according
to the most current investment election. The interest rate is
set at 1% above the Wall Street Journal reported prime rate on
the first business day of each month and remains fixed
throughout the term of the loan. A loan origination fee is
charged to participants upon initiation of a loan. Loans are
subject to certain payment provisions upon termination of
employment, default, lay-off, unpaid leave of absence and
disability.
Plan Termination
The Company established the Plan with the intention that it
will continue indefinitely, but reserves the right to
terminate the Plan at anytime. If the Plan is terminated, all
accounts will be updated and the participants will be able to
choose to receive or transfer their funds.
Plan Expenses
The employer pays certain expenses incurred to manage and
audit the Plan's assets. In addition, the employer pays all
other expenses incident to the administration and record
keeping of the Plan.
Basis of Presentation
The accounts of the Plan are maintained on the modified cash
basis of accounting as permitted by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 (ERISA). This
basis of accounting is not in accordance with generally
accepted accounting principles. Under the modified cash basis
of accounting, certain revenues and related assets are
recognized when received rather than when earned and certain
expenses are recognized when paid rather than when the
obligation is incurred. In effect, modified cash basis
accounting adjusts cash basis financial statements to reflect
investments at fair value.
The principal items which would be required to be reflected in
the financial statements by generally accepted accounting
principles (dollar amounts of which are not practicable to
determine) are as follows:
. Accrual of all contributions earned at each year end, but
not received until the following year;
. Accrual of dividends declared, but not paid; and
. Accrual of interest income from participant loans earned
at year-end, but not received until the following year.
GPC sold its Franklin, Tennessee flexible packaging plant
during 1999. Unrecorded liabilities at December 31, 1999
include Plan assets valued at approximately $2.3 million
belonging to former GPC Franklin plant hourly employees which
were transferred to their new employer's trust during 2000 and
are included in net transfers out in the 2000 Statement of
Changes in Net Assets Available for Benefits.
Unrecorded receivables at December 31, 1999 include assets
consisting of Fort James common stock and other investments
valued at approximately $39 million which were transferred
into a Fort James Stock Fund account and comparable existing
GPC Plan investment accounts in February 2000 on behalf of
former Fort James packaging business employees. The Fort
James Stock Fund was closed during 2000 and participant
balances were transferred into other Plan funds, based upon
participant options.
Unrecorded receivables at December 31, 1999 include units of
participation in the CoorsTek Stock Fund valued at
approximately $800,000 which were transferred into the
accounts of participants invested in the GPC Stock Fund at the
time of the spin-off of CoorsTek on December 31, 1999. See
Note 2. The CoorsTek Stock Fund was closed during 2000 and
participant balances were transferred into other Plan funds,
based upon participant elections.
Unrecorded receivables at December 31, 1999 also include the
assets from the Universal Packaging Corporation and Graphic
Packaging of Virginia Plans that were valued at approximately
$43 million and $4 million, respectively, at the time of their
transfers in August 2000.
Accounting Estimates and Assumptions
The preparation of the Plan's financial statements in
conformity with a modified cash basis of accounting
requires the Plan's administrator to make significant
estimates and assumptions that affect the reported amounts of
net assets available for benefits at the date of the financial
statements, and the changes in net assets during the reporting
period and, when applicable, disclosures of contingent assets
and liabilities at the date of the financial statements.
Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any
combination of stocks, bonds, fixed income securities, mutual
funds, and other investment securities. Investment securities
are exposed to various risks, such as interest rate, market,
and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably
possible that changes in the values of investment securities
will occur in the near term and that such changes could
materially affect participants' account balances and the
amounts reported in the statement of net assets available for
benefits.
Participants' Accounts
Individual accounts are maintained for each Plan participant.
Each participant's account is directly credited with the
participant's contribution, the Company's matching
contribution, and any rollover contributions in the
participant's name. Net earnings from investments, including
appreciation (depreciation) in fair value, are allocated to
each participant's account based on the ratio which the trust
fund portion of that participant's account balance bears to
the total of the trust fund portion of all participants'
account balances.
Payment of Benefits
Benefits are recorded when paid. No amounts are owed at
December 31, 2001 to participants who have elected to withdraw
from the Plan, but have not been paid.
Valuation of Investments
Investments in GPC common stock and other actively traded
securities are stated at the quoted market price. Investments
in all other funds are stated at the funds' net asset value,
which is determined by the Plan's trustee based on market
values. Participant loans are stated at the outstanding
principal value, which approximates fair value.
The caption "Fixed income securities portfolio" on the Plan's
financial statements includes cash, short-term investment
funds, and a managed income pool, which is a commingled
portfolio. The Plan holds units of participation in this
pool. In 2001, the assets of the fixed income securities
portfolio were transferred to other funds.
The following investments (all of which are participant
directed) exceed 5% of net assets available for benefits:
December 31,
----------------------------
Identity Description 2001 2000
Fidelity Mid-Cap
Stock Fund Mutual Fund $ 15,132,169 $ ---
Fidelity Retiree
Money Market Mutual Fund 41,372,244 21,552,963
Fidelity Magellan Fund Mutual Fund 24,674,582 29,486,515
GPC Stock Fund Unitized
Employer
Stock
Fund 35,594,621 6,103,976
Fidelity Growth and
Income Fund Mutual Fund 8,790,548 9,875,124
Spartan U.S. Equity
Index Fund Mutual Fund 6,117,361 6,520,668
Vanguard PRIMECAP Fund Mutual Fund --- 22,459,469
Fidelity Managed
Income Portfolio Fixed Income
Securities
Portfolio --- 15,527,980
Fidelity Retirement
Government Money
Market Mutual Fund --- 6,365,742
The Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
Year Ended December 31,
------------------------------
2001 2000
Mutual funds $ (10,190,209) $ (13,336,054)
Unitized employer stock 20,714,056 (7,325,576)
fund
Transitional stock --- 15,277,094
funds
Common stock and other
securities 332,500 (592,458)
------------- -------------
$ 10,856,347 $ (5,976,994)
============= =============
Participant Accounting Records
Fidelity Investments Institutional Operations Company
(Fidelity) is responsible for preparing, maintaining, and
allocating individual participants' accounting records.
Watson Wyatt & Company was utilized to process and transmit
payroll data to Fidelity through September 2001. Beginning
in October 2001, the Company processes and transmits payroll
data directly to Fidelity.
Fiduciary Responsibility, Investment of Funds, and Plan
Administration
The GPC Benefits Committee (the Committee), consisting of
employees appointed by the Board of Directors of GPC, acts as
fiduciary and administrator for the Plan. In accordance with
its powers as fiduciary, the Committee has entered into trust
and asset management agreements with Fidelity. Based upon
particular elections, funds are invested in the various
investment options. At December 31, 2001 there were 4,796
participants of which 4,692 had account balances.
2.Investments in Employer Stock
Payroll Stock Ownership Plan
During 1983, the Coors Savings and Investment Plan was amended
to establish and include a PAYSOP. Annual employer
contributions to the PAYSOP were made in the form of cash to
purchase Adolph Coors Company Class B non-voting common stock
for the Plan years commencing January 1, 1983 through January
1, 1986. An annual allocation was made to individual accounts
for eligible employees in proportion to each employee's base
pay received in the respective year (up to $100,000).
Employees own the stock, which is held in trust until the
employees are eligible to receive it, subject to specified
withdrawal rules. Dividends are credited to employee accounts.
Individual income taxes are deferred until withdrawal of the
stock and the employee has a choice of receiving either the
stock or an equivalent value in cash upon withdrawal.
The Plan administrator, in accordance with Internal Revenue
Service regulations, began liquidating Adolph Coors Company
shares in January 1993. The proceeds were then used to
purchase GPC shares so that the PAYSOP portion of the Plan was
invested only in GPC stock. During 1995, GPC received
authorization to liquidate the PAYSOP portion of this Plan if
a participant elects to do so.
Fidelity holds the PAYSOP assets in one of the Plan's
investment choices, the GPC Stock Fund. The GPC Stock Fund
allows participants to be invested in their company's stock
while allowing for daily trading similar to a mutual fund.
The fund is comprised of underlying GPC stock and a short-term
cash component. Participants may also elect to have payroll
deductions invested in the GPC Stock Fund and all Company
matching contributions are made through the addition of GPC
shares of stock into this fund. Participants may elect to
transfer their investments in the GPC Stock Fund to any of the
other investment choices at any time.
Information about the significant components of the changes in
net assets relating to the GPC Stock Fund is as follows:
Year Ended December 31,
------------------------------
2001 2000
Interest income $ 172,280 $ 98,102
Net appreciation
(depreciation) 20,714,056 (7,325,576)
Contributions 6,138,417 5,671,289
Benefit payments (1,329,389) (294,914)
Participant loan
activity (187,150) 240,368
Net transfers 3,982,430 4,384,459
------------ -------------
Net increase 29,490,644 2,773,728
Net assets at beginning
of year 6,103,977 3,330,249
------------ -------------
Net assets at end of
year $ 35,594,621 $ 6,103,977
============ =============
In connection with the spin-off of CoorsTek, Inc. from the
Company, Plan participants invested in the GPC Stock Fund were
given additional units of participation in a new CoorsTek
Stock Fund investment using a ratio based upon one share of
CoorsTek stock for every four shares of GPC stock held at
December 31, 1999. In January 2000, 125,955 units of CoorsTek
Fund shares valued at $838,077 were issued to Plan
participants invested in the GPC Stock Fund at December 31,
1999 in accordance with the one-for-four ratio. The CoorsTek
Stock Fund was closed during 2000 and participant balances
were transferred into other Plan funds, based upon participant
elections.
3.Income Tax Status
The Internal Revenue Service (IRS) has determined and informed
the Company that the Plan satisfies applicable sections of the
Internal Revenue Code. Accordingly, no provision for federal
or state income taxes has been provided. The Company applied
for a new determination letter for 2001 and as of the date of
this report have not received a response from the IRS.
However, the Plan administrator and counsel believe the Plan
is designed and is currently being operated in compliance with
the applicable requirements of the Internal Revenue Code.
4.Realized Gains on Investment Transactions
The cost of investments sold or transferred is determined on a
participant level by the average cost method.
The Department of Labor Form 5500 requires gains and losses to
be determined based on revalued cost - that is, the current
value of the assets as of the beginning of the Plan year, as
carried forward from the end of the prior Plan year - or
historical cost if the investment was acquired since the
beginning of the Plan year. Realized and unrealized
investment gains and losses disclosed in the Statement of
Changes in Net Assets Available for Benefits have been
calculated based upon historical cost. Beginning in 1999, the
Form 5500 requires that all income (including realized and
unrealized gain and losses, and dividend income) from
registered investment companies be combined in one line item.
In both 2001 and 2000, the Form 5500 presentation differs from
the presentation using the modified cash basis. In 2001 and
2000, investment losses from registered investment companies
in the Form 5500 total ($8,784,182) and ($7,736,779),
respectively. The 2001 Form 5500 net unrealized gain was
$20,328,049 and the net realized gain was $811,783. The 2000
Form 5500 net unrealized loss was ($6,239,574) and the net
realized gain was $14,285,852.
Graphic Packaging Savings and Investment Plan
Schedule of Assets (Held at End of Year)
December 31, 2001 Schedule I
-------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Current
Identity of Issuer Description Cost Value
--- ------------------ --------------------- ------------- ----------
Self-directed brokerage accounts (1)
Various Common stocks $ 1,789,956 $1,962,228
Various Mutual funds 508,046 375,133
Fidelity Cash and
Brokerage cash equivalents 379,084 379,084
Services, ------------ ----------
Inc. (2)
Total self-directed brokerage accounts 2,677,086 2,716,445
* Graphic Packaging Unitized employer stock
International fund investing in
Corporation (3) shares of Graphic
Packaging
International
Corporation
common stock 25,150,219 35,594,621
Miller Anderson MAS Value Advisor
& Sherrerd Mutual Fund 4,499,006 5,265,827
Franklin Templeton Developing
Templeton Markets Trust A
Mutual Fund 283,008 248,805
Morgan Stanley MSI Value Equity
Investment Bond Fund
Management,
Inc. 101,342 103,125
Pacific PIMCO Total Return Fund
Investment
Management
Company 367,653 352,537
* Fidelity Fidelity Magellan Mutual
Investments (2) Fund 26,546,167 24,674,582
* Fidelity Fidelity Growth and
Investments (2) Income Mutual Fund 8,986,492 8,790,548
* Fidelity Fidelity Diversified
Investments (2) International Mutual
Fund 2,523,979 2,752,135
* Fidelity Fidelity Low Price
Investments (2) Stock Mutual Fund 2,849,492 3,105,500
* Fidelity Fidelity Equity Income
Investments (2) Fund 104,549 108,938
* Fidelity Fidelity Growth Fund
Investments (2) 171,004 189,478
* Fidelity Fidelity Mid-Cap Stock
Investments (2) Fund 12,340,858 15,132,169
* Fidelity Fidelity Freedom
Investments (2) Income Fund 286,107 285,318
* Fidelity Fidelity Freedom Fund 2000
Investments (2) 1,399,033 1,298,458
* Fidelity Fidelity Freedom Fund 2010
Investments (2) 6,535,010 5,683,301
* Fidelity Fidelity Freedom Fund 2020
Investments (2) 2,334,998 2,011,740
* Fidelity Fidelity Freedom Fund 2030
Investments (2) 1,984,280 1,706,762
* Fidelity Fidelity Freedom Fund 2040
Investments (2) 1,101 1,094
* Fidelity Fidelity Retiree Money
Investments (2) Market 41,372,244 41,372,244
* Fidelity Fidelity Managed Income
Investments (2) Portfolio 179 179
* Fidelity Spartan US Equity Index
Investments (2) Mutual Fund 6,146,115 6,117,361
----------- -----------
Total mutual fund
investments 118,832,617 119,200,101
----------- -----------
Participant loans Interest rates ranging
from 6.0% to 10.5%,
repayable over a term
up to five years,
except for loans used
to purchase a
principal residence,
which are repayable
over a term up to ten
years. 5,831,601 5,831,601
------------ -----------
Total investments held $152,491,523 $163,342,768
============ ============
* Signifies a party-in-interest.
(1) Numerous public and nongovernmental entities, as managed and
directed by Plan participants through brokerage accounts with
Fidelity Brokerage Services, Inc.
(2) Fidelity Investments and Fidelity Brokerage Services, Inc. are
parties-in-interest due to their affiliate relationships with
Fidelity Management Trust Company, which serves as the trustee of
the Plan.
(3) Graphic Packaging International Corporation is a party-in-
interest as the sponsor of the Plan. See Note 2 to the financial
statements.
Graphic Packaging Savings and Investment Plan
Nonexempt Transactions
for the year ended December 31, 2001 Schedule II
(a) (b) (c) (d) (e) (f)
Identity of Relationship Description of Purchase Selling Lease
party involved to plan, transactions price price rental
employer or including
other party- maturity date,
in-interest rate of
interest,
collateral, par
or maturity
value
-----------------------------------------------------------------------
Graphic Plan sponsor Loan to
Packaging employer in the
International form of late
Corporation (1) deposit of
employee 401(k)
deferrals
Graphic Plan sponsor Loan to
Packaging employer in the
International form of late
Corporation (1) deposit of
employee
401(k)deferrals
(1) Graphic Packaging International Corporation is a
party-in-interest as the sponsor of the Plan.
See Note 2 to the Financial statements.
Graphic Packaging Savings and Investment Plan
Nonexempt Transactions
for the year ended December 31, 2001 Schedule II (cont'd)
(a) (g) (h) (i) (j)
Identity of Expenses Cost of Current Net gain or
party involved incurred in asset value (loss) on
connection of each
with asset transaction
transaction
---------------------------------------------------------------
Graphic $ 3,281
Packaging
International
Corporation (1)
Graphic $ 3,313
Packaging
International
Corporation (1)
(1) Graphic Packaging International Corporation is a
party-in-interest as the sponsor of the Plan.
See Note 2 to the Financial statements.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Graphic Packaging
International Corporation of our report dated June 14, 2002
relating to the financial statements of the Graphic Packaging
Savings and Investment Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Denver, Colorado
June 27, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees have duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
Graphic Packaging Savings and
Investment Plan
Date: June 27, 2002 By:/s/John S. Norman
----------------------------------
John S. Norman, Vice President and
Controller