Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt, net of unamortized original issue discounts or premiums, and unamortized debt issuance costs, consists of the following:


	March 31, 2024		December 31, 2023
Repurchase facility expiring 2024 (1)	$	—	$	100
Accounts receivable securitization facility expiring 2024 (1) (2)	1,021		1,300

$4.25 billion ABL facility expiring 2027 (1)	1,371		1,261

Term loan facility expiring 2031 (1) (3)	990		945
5 1/2 percent Senior Notes due 2027	498		498
3 7/8 percent Senior Secured Notes due 2027	746		745
4 7/8 percent Senior Notes due 2028 (4)	1,665		1,665
6 percent Senior Secured Notes due 2029	1,488		1,488
5 1/4 percent Senior Notes due 2030	745		745
4 percent Senior Notes due 2030	745		744
3 7/8 percent Senior Notes due 2031	1,092		1,091
3 3/4 percent Senior Notes due 2032	744		744
6 1/8 percent Senior Notes due 2034 (5)	1,090		—
Finance leases	210		192




Total debt	12,405		11,518
Less short-term portion (6)	(1,087)		(1,465)
Total long-term debt	$	11,318	$	10,053

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(1)The table below presents financial information associated with our variable rate indebtedness as of and for the three months ended March 31, 2024. The repurchase facility is not included below because there were no borrowings under it during the three months ended March 31, 2024. The repurchase facility expires on June 14, 2024, and may be extended by the mutual consent of the parties to the repurchase facility agreement. We have borrowed the full available amount under the term loan facility. The principal obligation under the term loan facility is required to be repaid in quarterly installments in an aggregate amount equal to 1.0 percent per annum, with the balance due at the maturity of the facility. The average amount of debt outstanding under the term loan facility decreases slightly each quarter due to the requirement to repay a portion of the principal obligation.



	ABL facility			Accounts receivable securitization facility			Term loan facility
Borrowing capacity, net of letters of credit	$	2,853		$	279		$	—
Letters of credit	18
Interest rate at March 31, 2024	6.5		%	6.3		%	7.1		%
Average month-end debt outstanding	1,346			1,093			983
Weighted-average interest rate on average debt outstanding	6.5		%	6.3		%	7.1		%
Maximum month-end debt outstanding	1,457			1,132			1,000

(2)Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans. As of March 31, 2024, there were $1.348 billion of receivables, net of applicable reserves and other deductions, in the collateral pool. The accounts receivable securitization facility expires on June 24, 2024 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility.

(3)In February 2024, the term loan facility was amended, primarily to extend the maturity date to February 14, 2031 and to increase the facility size to $1.000 billion (at the time of the amendment, the facility size was $948).

(4)URNA separately issued 4 7/8 percent Senior Notes in August 2017 and in September 2017. Following the issuances, URNA consummated an exchange offer pursuant to which most of the 4 7/8 percent Senior Notes issued in September 2017 were exchanged for additional notes fungible with the 4 7/8 percent Senior Notes issued in August 2017. As of March 31, 2024, the total above is comprised of two separate 4 7/8 percent Senior Notes, one with a book value of $1.661 billion and one with a book value of $4.

(5)In March 2024, URNA issued $1.100 billion aggregate principal amount of 6 1/8 percent Senior Notes (the “6 1/8 percent Notes”) which are due March 15, 2034. The 6 1/8 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 6 1/8 percent Notes may be redeemed on or after March 15, 2029, at specified redemption prices that range from 103.063 percent in 2029, to 100 percent in 2032 and thereafter, in each case, plus accrued and unpaid interest, if any. At any time prior to March 15, 2029, URNA may, at its option, redeem some or all of the 6 1/8 percent Notes at a redemption price equal to 100 percent of the aggregate principal amount of the notes to be

redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time on or prior to March 15, 2027, up to 40 percent of the aggregate principal amount of the 6 1/8 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 106.125 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any. The indenture governing the 6 1/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens and (ii) mergers and consolidations, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. In addition, the requirements to provide subsidiary guarantees and to make an offer to repurchase the notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period when the 6 1/8 percent Notes are rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 6 1/8 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.

(6)Short-term debt primarily reflects borrowings under the accounts receivable securitization and repurchase facilities and the short-term portion of our finance leases.