Debt consists of the following:



	September 30, 2012			December 31, 2011
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	475		$	255
$1.9 billion ABL Facility (2)	1,137			810
10⁷/₈ percent Senior Notes	491			489
10¹/₄ percent Senior Notes (3)	224			—
9¹/₄ percent Senior Notes	493			493
8³/₈ percent Senior Subordinated Notes	750			750
8¹/₄ percent Senior Notes (3)	697			—
1⁷/₈ percent Convertible Senior Subordinated Notes (4)	5			22
Capital leases (3)	143			39
Merger financing notes (5):
5 ³/₄ percent Senior Secured Notes	750			—
7 ³/₈ percent Senior Notes	750			—
7 ⁵/₈ percent Senior Notes	1,325			—
Total URNA and subsidiaries debt	7,240			2,858
Holdings:
4 percent Convertible Senior Notes (6)	135			129
Total debt (7)	7,375			2,987
Less short-term portion (8)	(651		)	(395		)
Total long-term debt	$	6,724		$	2,592

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(1)

In September 2012, we amended our accounts receivable securitization facility. The amended facility, which became effective on September 24, 2012 and expires on September 23, 2013, includes an increase in the facility size from $300 to $475 and may be extended on a 364-day basis by mutual agreement of the Company and the purchasers under the facility. Borrowings under the amended facility will continue to be reflected as short-term debt on our condensed consolidated balance sheets. Key provisions of the amended facility include the following:


•	borrowings are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans by a specified amount. As of September 30, 2012, there were $549 of receivables, net of applicable reserves, in the collateral pool;


•	the receivables in the collateral pool are the lenders' only source of repayment;


•	upon early termination of the facility, no new amounts will be advanced under the facility and collections on the receivables securing the facility will be used to repay the outstanding borrowings;


•	standard termination events including, without limitation, a change of control of Holdings, URNA or certain of its subsidiaries, a failure to make payments, a failure to comply with standard default, delinquency, dilution and days sales outstanding covenants, or breach of certain financial ratio covenants under the ABL facility.

At September 30, 2012, $0 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 0.8 percent at September 30, 2012. During the nine months ended September 30, 2012, the monthly average amount outstanding under the accounts receivable securitization facility, including the former facility and the amended facility, was $265, and the weighted-average interest rate thereon was 0.9 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility, including the former facility and the amended facility, during the nine months ended September 30, 2012 was $475.

(2)

At September 30, 2012, $683 was available under our ABL facility, net of $80 of letters of credit. The interest rate applicable to the ABL facility was 2.3 percent at September 30, 2012. During the nine months ended September 30, 2012, the monthly average amount outstanding under the ABL facility was $1,105, and the weighted-average interest rate thereon was 2.3 percent. The maximum month-end amount outstanding under the ABL facility during the nine months ended September 30, 2012 was $1,287. In March 2012, the size of the ABL facility was increased to $1.9 billion.


(3)	Upon consummation of the RSC merger, we assumed certain of RSC's debt, including capital leases. See below for additional detail regarding the assumed RSC debt.

(4)

Based on the price of our common stock, holders of the 1⁷/8 percent Convertible Senior Subordinated Notes had the right to convert the notes during the second and third quarters of 2012 at a conversion price of $21.83 per share of common stock, and $17 of the 1⁷/8 percent Convertible Senior Subordinated Notes were converted during the nine months ended September 30, 2012. Upon conversion of the notes, we issued approximately 0.8 million shares of our common stock to the applicable holders of the 1⁷/8 percent Convertible Senior Subordinated Notes. Based on the price of our common stock during the third quarter of 2012, holders of the 1⁷/8 percent Convertible Senior Subordinated Notes may convert the notes during the fourth quarter of 2012 at a conversion price of $21.83 per share of common stock. Between October 1, 2012 (the beginning of the fourth quarter) and October 12, 2012, none of the 1⁷/8 percent Convertible Senior Subordinated Notes were converted.


(5)	In connection with the RSC merger, on March 9, 2012, we issued the merger financing notes. See below for additional detail regarding each of the merger financing notes.

(6)

The difference between the September 30, 2012 carrying value of the 4 percent Convertible Senior Notes and the $168 principal amount reflects the $33 unamortized portion of the original issue discount recognized upon issuance of the notes, which is being amortized through the maturity date of November 15, 2015. Because the 4 percent Convertible Senior Notes were redeemable at September 30, 2012, an amount equal to the $33 unamortized portion of the original issue discount is separately classified in our condensed consolidated balance sheets and referred to as “temporary equity.” Based on the price of our common stock during the third quarter of 2012, holders of the 4 percent Convertible Senior Notes have the right to redeem the notes during the fourth quarter of 2012 at a conversion price of $11.11 per share of common stock. Between October 1, 2012 (the beginning of the fourth quarter) and October 12, 2012, none of the 4 percent Convertible Senior Notes were redeemed.

(7)

In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6¹/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of $50 (fifty dollars) per security and are convertible into Holdings’ common stock. Total debt at September 30, 2012 and December 31, 2011 excludes $55 of these Debentures, which are separately classified in our condensed consolidated balance sheets and referred to as “subordinated convertible debentures.” The subordinated convertible debentures reflect the obligation to our subsidiary that has issued the QUIPS. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the Trust.


(8)	As of September 30, 2012, our short-term debt primarily reflects $475 of borrowings under our accounts receivable securitization facility and $135 of 4 percent Convertible Senior Notes. The 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt because they are redeemable at September 30, 2012.