Debt

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Debt

Debt

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

	March 31, 2025		December 31, 2024
Accounts receivable securitization facility expiring 2025 (1) (2)	$	1,323	$	1,085
$4.25 billion ABL facility expiring 2027 (1)	1,504		2,253
Term loan facility expiring 2031 (1)	982		984
5 1/2 percent Senior Notes due 2027	499		499
3 7/8 percent Senior Secured Notes due 2027	747		747
4 7/8 percent Senior Notes due 2028 (3)	1,667		1,667
6 percent Senior Secured Notes due 2029	1,490		1,490
5 1/4 percent Senior Notes due 2030	746		746
4 percent Senior Notes due 2030	745		745
3 7/8 percent Senior Notes due 2031	1,093		1,092
3 3/4 percent Senior Notes due 2032	745		745
6 1/8 percent Senior Notes due 2034	1,090		1,090
Finance leases	291		263
Total debt	12,922		13,406
Less short-term portion (4)	(1,420)		(1,178)
Total long-term debt	$	11,502	$	12,228

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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, 2025. 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	$	2,723		$	80		$	—
Letters of credit	18
Interest rate at March 31, 2025	5.5		%	5.3		%	6.1		%
Average month-end debt outstanding	1,658			1,275			992
Weighted-average interest rate on average debt outstanding	5.5		%	5.3		%	6.1		%
Maximum month-end debt outstanding	1,876			1,323			993

(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, 2025, there were $1.403 billion of receivables, net of applicable reserves and other deductions, in the collateral pool. The accounts receivable securitization facility expires on June 24, 2025 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility.

(3)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, 2025, the total above is comprised of two separate 4 7/8 percent Senior Notes, one with a book value of $1.663 billion and one with a book value of $4.

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

Loan Covenants and Compliance

As of March 31, 2025, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and our 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 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, 2025, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial 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.

Covenants in the agreements governing our ABL facility, term loan facility and certain other debt instruments impose limitations on our ability to make share repurchases and dividend payments, subject to important exceptions that would allow us to make such repurchases or payments under certain conditions. Based on our current total indebtedness leverage ratio (as defined in the applicable debt agreements) and usage of the ABL facility as of March 31, 2025, we met the criteria under the applicable debt agreements for these exceptions, and as a result we were not restricted in our ability to make share repurchases and dividend payments.