Debt

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



	March 31, 2017			December 31, 2016
Accounts Receivable Securitization Facility expiring 2017 (1)	$	550		$	568
$2.5 billion ABL Facility expiring 2021 (2)	720			1,645
7 ⁵/₈ percent Senior Notes due 2022	470			469
6 ¹/₈ percent Senior Notes due 2023	936			936
4 ⁵/₈ percent Senior Secured Notes due 2023	991			991
5 ³/₄ percent Senior Notes due 2024	840			839
5 ¹/₂ percent Senior Notes due 2025	792			792
5 ⁷/₈ percent Senior Notes due 2026 (3)	998			740
5 ¹/₂ percent Senior Notes due 2027 (4)	989			739
Capital leases	63			71
Total debt (5)	7,349			7,790
Less short-term portion (6)	(577		)	(597		)
Total long-term debt	$	6,772		$	7,193

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(1)

At March 31, 2017, $18 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 1.7 percent at March 31, 2017. During the three months ended March 31, 2017, the monthly average amount outstanding under the accounts receivable securitization facility was $518, and the weighted-average interest rate thereon was 1.6 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility during the three months ended March 31, 2017 was $551. 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, 2017, there were $569 of receivables, net of applicable reserves and other deductions, in the collateral pool.

(2)

At March 31, 2017, $1.7 billion was available under our ABL facility, net of $36 of letters of credit. The interest rate applicable to the ABL facility was 2.5 percent at March 31, 2017. During the three months ended March 31, 2017, the monthly average amount outstanding under the ABL facility was $1.0 billion, and the weighted-average interest rate thereon was 2.3 percent. The maximum month-end amount outstanding under the ABL facility during the three months ended March 31, 2017 was $1.5 billion. As discussed below, pending the payment of the purchase price for the NES acquisition discussed in note 1 to the condensed consolidated financial statements, the net proceeds from debt issued in February 2017 were used to reduce borrowings under the ABL facility. Following the closing of the NES acquisition on April 3, 2017, we used borrowings under the ABL facility to partially fund the NES acquisition.

(3)

In February 2017, URNA issued $250 principal amount of 5 ⁷/₈ percent Senior Notes as an add-on to our existing 5 ⁷/₈ percent Senior Notes. The net proceeds from the issuance were $258 (including the original issue premium and after deducting offering expenses). Pending the payment of the purchase price for the NES acquisition, the net proceeds from the issuance were used to reduce borrowings under the ABL facility. The acquisition closed on April 3, 2017. Upon closing of the NES acquisition, we used available cash and borrowings under the ABL facility to finance the NES acquisition. After the February 2017 issuance, the aggregate principal amount of outstanding 5 ⁷/₈ percent Senior Notes was $1.0 billion. The newly issued notes have identical terms, and are fungible, with the 5 ⁷/₈ percent Senior Notes outstanding at December 31, 2016. The carrying value of the 5 ⁷/₈ percent Senior Notes includes the $11 unamortized portion of the original issue premium recognized in conjunction with the February 2017 issuance, which is being amortized through the maturity date in 2026. The effective interest rate on the 5 ⁷/₈ percent Senior Notes is 5.7 percent.

(4)

In February 2017, URNA issued $250 principal amount of 5 ¹/₂ percent Senior Notes due 2027 (the "2027 5 ¹/₂ percent Senior Notes") as an add-on to our existing 2027 5 ¹/₂ percent Senior Notes. The net proceeds from the issuance were $250 (including the original issue premium and after deducting offering expenses). Pending the payment of the purchase price for the NES acquisition, the net proceeds from the issuance were used to reduce borrowings under the ABL facility. Upon closing of the NES acquisition, we used available cash and borrowings under the ABL facility to finance the NES acquisition. After the February 2017 issuance, the aggregate principal amount of outstanding 2027 5 ¹/₂ percent Senior Notes was $1.0 billion. The newly issued notes have identical terms, and are fungible, with the 2027 5 ¹/₂ percent Senior Notes outstanding at December 31, 2016. The carrying value of the 2027 5 ¹/₂ percent Senior Notes includes the $3 unamortized portion of the original issue premium recognized in conjunction with the February 2017 issuance, which is being amortized through the maturity date in 2027. The effective interest rate on the 2027 5 ¹/₂ percent Senior Notes is 5.5 percent.

(5)

As discussed above, we completed the NES acquisition on April 3, 2017. The aggregate consideration paid to holders of NES common stock and options was approximately $965. Total debt as of March 31, 2017 reflects $500 principal amount of debt issued in connection with the acquisition, as discussed above. Upon closing, we paid the consideration due to holders of NES common stock and options using available cash and drawings on the ABL facility. After payment of such consideration, total outstanding debt was approximately $8.0 billion.


(6)	As of March 31, 2017, our short-term debt primarily reflects $550 of borrowings under our accounts receivable securitization facility.

Loan Covenants and Compliance

As of March 31, 2017, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

The only financial maintenance covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of March 31, 2017, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial maintenance covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.