DEBT

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

DEBT

DEBT

As of September 30, 2024 and December 31, 2023, the Company had debt outstanding as follows:

	September 30,		December 31,
(in millions)	2024		2023
Short-term borrowings	$	60	$	70
Long-term debt
3.375% Senior notes due 03/15/25 ($334 million par value)	334		384
5.000% Senior notes due 10/01/25 ($343 million par value)1	354		477
2.650% Senior notes due 07/01/27 ($1,100 million par value)	1,095		1,093
7.125% Senior notes due 02/15/29 ($121 million par value)	120		120
4.950% Senior notes due 08/15/29 ($500 million par value)	495		—
1.000% Senior notes due 05/19/31 (€1,000 million par value)	1,099		1,088
5.400% Senior notes due 08/15/34 ($500 million par value)	493		—
4.375% Senior notes due 03/15/45 ($500 million par value)	495		495
Term loan facilities, finance leases and other	48		53
Total long-term debt	4,533		3,710
Less: current portion	338		3
Long-term debt, net of current portion	$	4,195	$	3,707

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1 These notes include the fair value step up of $11 million and $24 million as of September 30, 2024 and December 31, 2023, respectively, related to the Delphi Technologies acquisition in 2020. The fair value step up was calculated based on observable market data and is amortized as a reduction to interest expense over the remaining life of the instrument using the effective interest method.

On August 16, 2024, the Company issued $500 million of 4.950% senior notes due August 2029 and $500 million of 5.400% senior notes due August 2034, primarily to retire the Company’s outstanding senior notes due in 2025. Interest is payable semi-annually in arrears on February 15 and August 15 of each year. These senior notes are not guaranteed by any of the Company’s subsidiaries.

On August 7, 2024, the Company announced that it had commenced tender offers to purchase for cash certain of the Company’s outstanding debt, specifically the 3.375% senior notes due in March 2025 (the “March 2025 Senior Notes”) and the 5.000% senior notes due in October 2025 (the “October 2025 Senior Notes”). Pursuant to the Company’s tender offers, during the three months ended September 30, 2024, the Company repaid $50 million of the March 2025 Senior Notes and $110 million of the October 2025 Senior Notes, this resulted in a gain on debt extinguishment of $3 million, which is reflected in Interest expense, net in the Condensed Consolidated Statement of Operations. On October 17, 2024, the Company announced that the remaining outstanding balance of the October 2025 Senior Notes will be redeemed in full on November 1, 2024, in accordance with the terms of the agreement. The remaining outstanding balance of the March 2025 Senior Notes will be purchased or settled by maturity.

In September 2023, the Company purchased and extinguished $438 million of senior notes due in 2025, comprised of $115 million and $323 million face value of its March 2025 Senior Notes and October 2025 Senior Notes, respectively. Total cash consideration paid was $430 million. The Company recorded a gain of approximately $28 million during the three months ended September 30, 2023, consisting of an

$8 million gain related to a cash settlement below the face value of the 2025 notes and $20 million related to the write-off of the unamortized premium and discount that was recorded at the time of note issuance. The gain was recorded to Interest expense, net, in the Condensed Consolidated Statement of Operations.

The Company may utilize uncommitted lines of credit for short-term working capital requirements. As of September 30, 2024 and December 31, 2023, the Company had $60 million and $70 million, respectively, in borrowings under these facilities, which are classified in Short-term debt in the Condensed Consolidated Balance Sheets. The short-term borrowings primarily relate to a European money market loan with an interest rate of Euribor plus 1.75% that is callable upon immediate notice by either party.

The following table provides details on Interest expense, net included in the Condensed Consolidated Statements of Operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Interest expense	$	24	$	21	$	56	$	57
Gain on debt extinguishment	(3)		(28)		(3)		(28)
Interest income	(17)		(12)		(36)		(26)
Interest expense (income), net	$	4	$	(19)	$	17	$	3

The Company has a $2 billion multi-currency revolving credit facility that allows the Company to increase the facility by $1 billion with bank group approval. This facility matures in September 2028. The credit agreement contains customary events of default and one key financial covenant which is a debt-to-EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) ratio. The Company was in compliance with the financial covenant at September 30, 2024. At September 30, 2024 and December 31, 2023, the Company had no outstanding borrowings under this facility.

The Company’s commercial paper program allows the Company to issue up to $2 billion of short-term, unsecured commercial paper notes under the limits of its multi-currency revolving credit facility. Under this program, the Company may issue notes from time to time and use the proceeds for general corporate purposes. The Company had no outstanding borrowings under this program as of September 30, 2024 and December 31, 2023.

The total current combined borrowing capacity under the multi-currency revolving credit facility and commercial paper program cannot exceed $2 billion.

As of September 30, 2024 and December 31, 2023, the estimated fair values of the Company’s senior unsecured notes totaled $4,263 million and $3,304 million, respectively. The estimated fair values were $222 million lower than their carrying value at September 30, 2024 and $353 million lower than their carrying value at December 31, 2023. Fair market values of the senior unsecured notes are developed using observable values for similar debt instruments, which are considered Level 2 inputs as defined by ASC Topic 820. The carrying values of the Company's multi-currency revolving credit facility, commercial paper program and other debt facilities approximate fair value. The fair value estimates do not necessarily reflect the values the Company could realize in the current markets.

The Company had outstanding letters of credit of $30 million and $37 million at September 30, 2024 and December 31, 2023, respectively. The letters of credit typically act as guarantees of payment to certain third parties in accordance with specified terms and conditions.