v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt Debt
Short-Term Debt and Current Portion of Long-Term Debt is comprised of the following:

In millionsMarch 31, 2026December 31, 2025
Short-Term Borrowings
$13 $17 
Current Portion of Finance Leases
7 7 
Current Portion of Long-Term Debt529 525 
Total
$549 $549 

Long-Term Debt is comprised of the following:

In millionsMarch 31, 2026December 31, 2025
Senior Notes with interest payable semi-annually at 1.512%, effective rate of 1.51%, due 2026(a)
$400 $400 
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.76%, due 2027(a)
300 300 
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.51%, due 2028(a)
450 450 
Senior Notes with interest payable semi-annually at 3.50%, effective rate of 3.52%, due 2029(a)
350 350 
Senior Notes (€290 million) with interest payable semi-annually at 2.625%, effective rate of 2.64%, due 2029(a)
335 340 
Senior Notes with interest payable semi-annually at 3.75%, effective rate of 3.78%, due 2030(a)
400 400 
Senior Notes with interest payable semi-annually at 6.375% effective rate of 6.44%, due 2032(a)
500 500 
Green Bonds, net of unamortized premium with interest payable at 4.00%, effective rate of 1.70%, due 2026(a)
101 102 
Green Bonds, net of unamortized premium with interest payable at 5.00%, effective rate of 4.65%, due 2030(a)
100 100 
Senior Secured Term Loan A-2 Facility with interest payable quarterly at 2.67%, effective rate of 2.67%, due 2028(a)
425 425 
Senior Secured Term Loan A-3 Facility with interest payable monthly at floating rates (5.35% at March 31, 2026), effective rate of 5.36%, due 2028(a)
250 250 
Senior Secured Term Loan A-5 Facility with interest payable monthly at floating rates (5.32% at March 31, 2026), effective rate of 5.33%, due 2029(a)
50 50 
Senior Secured Term Loan A-6 Facility with interest payable monthly at floating rates (5.37% at March 31, 2026), effective rate of 5.39%, due 2029(a)
200 200 
Senior Secured Term Loan A-1 Facilities with interest payable at various dates at floating rates (5.52% at March 31, 2026), due 2029(a)
481 484 
Senior Secured Term Loan Facility (€199 million) with interest payable at various dates at floating rates (3.58% at March 31, 2026), due 2029(a)
228 233 
Senior Secured Revolving Credit Facilities with interest payable at floating rates (5.52% at March 31, 2026), due 2029(a)(b)
1,049 848 
Finance Leases138 141 
Other2 2 
Total Long-Term Debt Including Current Portion5,759 5,575 
Less: Current Portion536 532 
Total Long-Term Debt Excluding Current Portion5,223 5,043 
Less: Unamortized Debt Deferred Issuance Costs20 21 
Total Long-Term Debt$5,203 $5,022 
(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 year-to-date weighted-average effective interest rates for the Company's Senior Secured Revolving Credit Facilities were 5.51% and 5.84% as of March 31, 2026 and December 31, 2025, respectively.
On May 29, 2025, the Company, through its subsidiary 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 due on 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 Loan is subject to a commitment/ticking fee ranging from 0.10% to 0.25% per annum based on the undrawn amount thereof.

At March 31, 2026, the Company and its U.S. and international subsidiaries had the following commitments, amounts outstanding and amounts available under revolving credit facilities:

In millionsTotal CommitmentsTotal Outstanding
Total Available(a)
Senior Secured Domestic Revolving Credit Facility$1,900 $1,049 $849 
Senior Secured International Revolving Credit Facility207 — 207 
Other International Facilities49 15 34 
Total$2,156 $1,064 $1,090 
(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 March 31, 2026, which expire at various dates through 2027 unless extended. The Company also had $72 million of standby letters of credit issued under a separate unsecured facility as of March 31, 2026, 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.

Interest Expense, Net

Interest Expense, Net was $64 million and $51 million for the three months ended March 31, 2026 and 2025, 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 $2 million and $14 million for the three months ended March 31, 2026 and 2025, respectively.

Covenant Agreements

The Covenants in the Credit Agreement and the supplemental 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 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.

On February 26, 2026, the Company, GPIP, Graphic Packaging International, LLC, the primary operating subsidiary of the Company ("GPIL"), certain subsidiaries of GPIL, and Bank of America, N.A., as administrative agent for the lenders party thereto entered into Amendment No. 1 (the "Amendment") to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024 (as amended by the Amendment, the "Credit Agreement"). The Amendment increases the permitted Consolidated Total Leverage Ratio from March 31, 2026 to June 30, 2027. The Amendment increases the existing maximum Consolidated Total Leverage Ratio covenant from 4.25 to 1.00 to 5.00 to 1.00 for the period ending March 31, 2026 through December 31, 2026 and to 4.75 to 1.00 for the period ending March 31, 2027, through and including June 30, 2027. The Amendment also incorporates an additional pricing tier when the Consolidated Total Leverage Ratio is greater than or equal to 4.75 to 1.00; limits share repurchases to $65 million on an annual basis; and places additional restrictions on acquisitions and investments in non-guarantor subsidiaries during the period commencing on February 26, 2026 and ending on September 30, 2027.
At March 31, 2026, the Company was in compliance with such covenant and the ratio was 4.18 to 1.00.

The Company must also comply with a minimum Consolidated Interest Expense Ratio of 3.00 to 1.00. At March 31, 2026, the Company was in compliance with such covenant and the ratio was 5.48 to 1.00.