GRAPHIC PACKAGING HOLDING COGPK
GRAPHIC PACKAGING HOLDING CO Debt Disclosure
Debt
Short-Term Debt and Current Portion of Long-Term Debt is comprised of the following:
| In millions | 2025 | 2024 | ||||||
Short Term Borrowings(a) | $ | 17 | $ | 18 | ||||
Current Portion of Finance Leases | 7 | 7 | ||||||
Current Portion of Long-Term Debt | 525 | 14 | ||||||
Total Short-Term Debt and Current Portion of Long-Term Debt | $ | 549 | $ | 39 | ||||
(a) Short-term borrowings are principally at the Company's international subsidiaries. The weighted-average interest rates on short-term borrowings as of December 31, 2025 and 2024 were 5.96% and 6.50%, respectively.
Long-Term Debt is comprised of the following:
| In millions | 2025 | 2024 | ||||||
Senior Notes with interest payable semi-annually at 1.512%, effective rate of 1.51%, payable in 2026(a) | 400 | 400 | ||||||
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.76%, payable in 2027(a) | 300 | 300 | ||||||
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.52%, payable in 2028(a) | 450 | 450 | ||||||
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.52%, payable in 2029(a) | 350 | 350 | ||||||
Senior Notes (€290 million) with interest payable semi-annually at 2.625%, effective rate of 2.64%, payable in 2029(a) | 340 | 300 | ||||||
Senior Notes with interest payable semi-annually at 3.75%, effective rate of 3.78%, payable in 2030(a) | 400 | 400 | ||||||
Senior Notes with interest payable semi-annually at 6.375%, effective rate of 6.45%, payable in 2032(a) | 500 | 500 | ||||||
Green Bond, net of unamortized premium with interest payable at 4.00%, effective rate of 1.70%, payable in 2026(a) | 102 | 104 | ||||||
Green Bonds, net of unamortized premium with interest payable at 5.00%, effective rate of 4.65%, payable in 2030(a) | 100 | — | ||||||
Senior Secured Term Loan A-2 Facility with interest payable quarterly at 2.67%, effective rate of 2.67% payable in 2028(a) | 425 | 425 | ||||||
Senior Secured Term Loan A-3 Facility with interest payable monthly payable at floating rates (5.35% at December 31, 2025), effective rate of 5.36% payable in 2028(a) | 250 | 250 | ||||||
Senior Secured Term Loan A-5 Facility with interest payable monthly payable at floating rates (5.32% at December 31, 2025), effective rate of 5.33%, payable in 2029(a) | 50 | 50 | ||||||
Senior Secured Term Loan A-6 Facility with interest payable monthly payable at floating rates (5.37% at December 31, 2025), effective rate of 5.38%, payable in 2029(a) | 200 | 200 | ||||||
Senior Secured Term Loan A-1 Facilities with interest payable at various dates at floating rates (5.84% at December 31, 2025) payable through 2029(a) | 484 | 497 | ||||||
Senior Secured Term Loan Facility (€199 million) with interest payable at various dates at floating rates (3.64% at December 31, 2025) payable through 2029(a) | 233 | 207 | ||||||
Senior Secured Revolving Credit Facilities with interest payable at floating rates (5.57% at December 31, 2025) payable in 2029(a)(b) | 848 | 610 | ||||||
| Finance Leases | 141 | 145 | ||||||
| Other | 2 | 3 | ||||||
| Total Long-Term Debt Including Current Portion | 5,575 | 5,191 | ||||||
| Less: Current Portion | 532 | 21 | ||||||
| Total Long-Term Debt Excluding Current Portion | 5,043 | 5,170 | ||||||
| Less: Unamortized Deferred Debt Issuance Costs | 21 | 25 | ||||||
Total Long-Term Debt | $ | 5,022 | $ | 5,145 | ||||
(a) Guaranteed by Graphic Packaging International Partners, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("GPIP"), and certain domestic subsidiaries.
(b) The weighted-average effective interest rates for the Company's Senior Secured Revolving Credit Facilities were 5.84% and 6.65% as of December 31, 2025 and 2024, respectively.
2025
On May 29, 2025, the Company, through its subsidiary Graphic Packaging International, LLC ("GPIL"), completed a $100 million tax-exempt green bond transaction through Mission Economic Development Corporation's Private Activity Bond Program (the "Green Bonds"). The Green Bonds are special limited obligations of Mission Economic Development Corporation (the "Issuer") payable from and secured by a pledge of payments to be made by GPIL under a loan agreement between the Issuer and GPIL. The Green Bonds mature and must be redeemed by the Company in 2030, but can be reissued under certain conditions until 2064. The Green Bonds were issued at a price of 101.904% and bear interest at an annual rate of 5.0%. The equivalent yield is 4.57%. The net proceeds of $99 million were used to fund a portion of GPIL's spend on construction of the new recycled paperboard manufacturing facility located in Waco, Texas ("The Project"). The bonds have been designated as Green Bonds because: (i) the proceeds were used to finance a solid waste disposal/recycling facility; and (ii) the Project will promote environmental sustainability through expected reductions in the intensity of greenhouse gas emissions, energy usage and water usage.
On October 31, 2025, GPIL entered into an Incremental Facility Amendment to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024, which provides for a Delayed Draw Incremental Term Facility in the aggregate amount of up to $400 million pursuant to which GPIL may borrow a delayed draw incremental term loan in a single drawing during the period from and including March 15, 2026 and ending on April 15, 2026 (the "Delayed Draw Incremental Term Loan"). The Delayed Draw Incremental Term Loan will mature on June 30, 2027. The proceeds of the Delayed Draw Incremental Term Loan shall be used by GPIL to repay in full GPIL's 1.512% Senior Secured Notes, which has a maturity date of April 15, 2026. The new term loan is collateralized by the same assets as the Company's Senior Secured Facilities on a pari passu basis. The new term loan will bear interest at a floating rate per annum, ranging from SOFR plus 1.00% to SOFR plus 1.75%, or base rate plus 0.00% to base rate plus 0.75%, determined using a pricing grid based on GPIL's consolidated total leverage ratio from time to time, and GPIL's election of SOFR or base rate as the reference rate. Prior to its funding, the Delayed Draw Incremental Term Facility is subject to a commitment/ticking fee ranging from 0.10% to 0.25% per annum based on the undrawn amount thereof.
2024
On March 22, 2024, GPIL entered into an Incremental Facility Amendment to the Fourth Amended and Restated Credit Agreement for $250 million of new incremental term loans (the "New Incremental Term Facilities"). The New Incremental Term Facilities consist of a $50 million Incremental Term A-5 Facility and a $200 million Incremental Term A-6 Facility. The New Incremental Term Facilities are senior secured term loans and mature on June 1, 2029. The Incremental Term A-5 and Incremental Term A-6 Facilities bear interest at a floating rate ranging from SOFR plus 1.725% to SOFR plus 2.35%, determined using a pricing grid based upon GPIL's Consolidated Leverage Ratio. As long as the Incremental Term A-2, A-3, A-5 and A-6 Loans are outstanding, GPIL will be eligible to receive an annual patronage credit from the participating lender banks, which will be paid in cash and stock in the lead member bank. Patronage payable each year is variable and based on the individual financial performance of each of the member banks then participating in the loan. The Incremental Term A-5 and A-6 Facilities are governed by the same covenants as are set forth in the Fourth Amended and Restated Credit Agreement and are secured by a first priority lien and security interest in certain assets of GPIL.
On April 15, 2024, the Company drew $400 million from the senior secured domestic revolving credit facilities and used the proceeds, together with cash on hand, to redeem its 0.821% Senior Notes due in 2024.
On May 13, 2024, GPIL completed a private offering of $500 million aggregate principal amount of its 6.375% senior unsecured notes due 2032 (the "Senior Notes"). The net proceeds were used by the Company to repay a portion of the outstanding borrowings under its domestic revolving credit facility under its senior secured credit facility and to pay fees and expenses incurred in connection with the offering of the Senior Notes.
On June 3, 2024, GPIL, a Delaware limited liability company and a direct subsidiary of Graphic Packaging International Partners, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company entered into a Fifth Amended and Restated Credit Agreement (the "Amended and Restated Credit Agreement") to extend the maturity date of certain of its Senior Secured Term Loan Facilities and Senior Secured Revolving Credit Facilities and to amend certain other terms of the agreement including revised debt covenants. However, there were no changes to the maximum Consolidated Total Leverage Ratio and the minimum Consolidated Interest Expense Ratio covenants. Under the terms of the agreement, $1,425 million and €200 million of the Company's Senior Secured Term Loan Facilities remain outstanding. The Company added $50 million to its Senior Secured Revolving Credit Facilities. $500 million (A-1) of the Senior Secured Term Loan Facilities and all of the Senior Secured Revolving Credit Facility loans continue to bear interest at a floating rate per annum ranging from SOFR plus 1.35% to SOFR plus 2.10%, determined using a pricing grid based upon the Company's consolidated total leverage ratio from time to time, and the maturity for these loans were extended from April 1, 2026 to June 1, 2029. $425 million (A-2) of the Senior Secured Term Loan Facilities continue to bear interest at a fixed rate per annum equal to 2.67% and mature on their originally scheduled maturity date of January 14, 2028. $250 million (A-3) of the Senior Secured Term Loan Facilities continue to bear interest at a floating rate per annum ranging from SOFR plus 1.60% to SOFR plus 2.35%, determined using a pricing grid based upon the Company's consolidated total leverage ratio from time to time, and mature on their originally scheduled maturity date of July 22, 2028. $250 million of the Senior Secured Term Loan Facilities continue to bear interest at a floating rate per annum ranging from SOFR plus 1.725% to SOFR plus 2.35%, determined using a pricing grid based upon the Company's consolidated total leverage ratio from time to time, and mature on their originally scheduled maturity date of June 1, 2029. €200 million of the Senior Secured Term Loan Facilities continues to bear interest at a floating rate per annum ranging from SOFR plus 1.225% to SOFR plus 1.85%, determined using a pricing grid based upon the Company's consolidated total leverage ratio from time to time, and the maturity for these loans was extended from April 1, 2026 to June 1, 2029.
On August 14, 2024, the Company drew $300 million from the senior secured domestic revolving credit facilities and used the proceeds to redeem its 4.125% Senior Notes due in 2024.
The following describes the Company's senior secured term loans and revolving credit facilities within the Fifth Amended and Restated Credit Agreement (a): | |||||||||||
| Facility | Commitment at 12/31/25 | Provision | Expiration | ||||||||
| Domestic Revolving Credit Facility | $1,900 million | Extended Maturity from April 1, 2026 to June 1, 2029. Increased by $50 million. | June 2029 | ||||||||
| European Revolving Credit Facility | €170 million | Extended Maturity from April 1, 2026 to June 1, 2029. | June 2029 | ||||||||
| Japanese Revolving Credit Facility | ¥1,650 million | Extended Maturity from April 1, 2026 to June 1, 2029. | June 2029 | ||||||||
| Term Loan A-1 | $484 million | Extended Maturity from April 1, 2026 to June 1, 2029. | June 2029 | ||||||||
| Incremental EURO Term Facility | €199 million | Extended Maturity from April 1, 2026 to June 1, 2029. Increased by €0.5 million. | June 2029 | ||||||||
| Term Loan A-2 | $425 million | No Change | January 2028 | ||||||||
| Term Loan A-3 | $250 million | No Change | July 2028 | ||||||||
| Term Loan A-5 | $50 million | No Change | June 2029 | ||||||||
| Term Loan A-6 | $200 million | No Change | June 2029 | ||||||||
| Delayed Draw Incremental Term Facility | $400 million | Can be drawn between March 15, 2026 and April 15, 2026. | June 2027 | ||||||||
(a) The Company's obligations under the Fifth Amended and Restated Credit Agreement (the "Current Credit Agreement") are secured by substantially all of the Company's domestic assets. | |||||||||||
At December 31, 2025, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities:
| In millions | Total Commitments | Total Outstanding | Total Available | ||||||||
Senior Secured Domestic Revolving Credit Facility(a) | $ | 1,900 | $ | 848 | $ | 1,050 | |||||
Senior Secured International Revolving Credit Facility | 210 | — | 210 | ||||||||
Other International Facilities | 49 | 19 | 30 | ||||||||
Total | $ | 2,159 | $ | 867 | $ | 1,290 | |||||
(a) In accordance with its debt agreements, the Company's availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of $2 million as of December 31, 2025, which expire at various dates through 2026 unless extended. The Company also had $38 million of standby letters of credit issued under a separate unsecured facility as of December 31, 2025, which do not have any impact on the Company's availability under its revolving credit facilities. The standby letters of credit are primarily related to the Company's workers' compensation programs and project development activities.
Long-Term Debt maturities (excluding finance leases) are as follows:
| In millions | |||||
| 2026 | $ | 525 | |||
| 2027 | 338 | ||||
| 2028 | 1,162 | ||||
| 2029 | 2,409 | ||||
| 2030 | 500 | ||||
Thereafter | 500 | ||||
Total | $ | 5,434 | |||
Interest Expense, Net
Interest Expense, Net was $220 million and $230 million in 2025 and 2024, respectively. Interest is capitalized on assets under construction for one year or longer with an estimated spending of $1 million or more. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset's estimated useful life. Capitalized interest was $52 million, $34 million and $8 million in 2025, 2024 and 2023, respectively.
Covenant Agreements
The Covenants in the Current Credit Agreement and the indentures governing the 1.512% Senior Notes due 2026, 4.75% Senior Notes due 2027, 3.50% Senior Notes due 2028, 3.50% Senior Notes due 2029, 2.625% Senior Notes due 2029, 3.75% Senior Notes due 2030 and 6.375% Senior Notes due 2032 (the "Indentures"), limit the Company's ability to incur additional indebtedness. Additional covenants contained in the Current Credit Agreement and the Indentures may, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, prepay other indebtedness, repurchase stock, pay dividends and make other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indentures, engage in mergers or consolidations, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Such restrictions could limit the Company's ability to respond to changing market conditions, fund its capital spending program, provide for unexpected capital investments or take advantage of business opportunities.
As of December 31, 2025, the Company was in compliance with the covenants in the Current Credit Agreement and the Indentures.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 12, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 9, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 16, 2021 | |
| 2019 | Feb 11, 2020 | |
| 2018 | Feb 13, 2019 | |
| 2017 | Feb 7, 2018 | |
| 2016 | Feb 8, 2017 | |
| 2015 | Feb 12, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.