ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

14. DEBT

Ìý

Outstanding debt, net of debt issuance costs, of consolidated entities consisted of the following (dollars in millions):

Ìý

Ìý

Ìý

Direct and Subsidiary Debt

Ìý

Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International); ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation is not a guarantor of such subsidiary debt.

Ìý

Certain of our subsidiaries have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Ìý

Debt Issuance Costs

Ìý

We record debt issuance costs related to a debt liability on the balance sheets as a reduction in the face amount of that debt liability. As of December 31, 2023 and 2022, the amount of debt issuance costs directly reducing the debt liability was $7Ìýmillion and $8Ìýmillion, respectively. We record the amortization of debt issuance costs as interest expense.

Ìý

Revolving Credit Facility

Ìý

On May 20, 2022, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into the 2022 Revolving Credit Facility. Borrowings will bear interest at the rates specified in the credit agreement governing the 2022 Revolving Credit Facility, which will vary based on the type of loan and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International’s debt ratings. Under the credit agreement, the interest rate margin and the commitment fee rates are also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity. Unless previously terminated in accordance with its terms, the credit agreement will mature in May 2027. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may increase the 2022 Revolving Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions. In connection with entering into the 2022 Revolving Credit Facility, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International terminated all commitments and repaid all obligations under its 2018 $1.2 billion senior unsecured credit facility.

Ìý

The following table presents certain amounts under our 2022 Revolving Credit Facility as of December 31, 2023Ìý(monetary amounts in millions):

Ìý

Ìý

A/R Programs

Ìý

Our A/R Programs are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE�) and the European special purpose entity (“EU SPE�) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE.

Ìý

On January 22, 2024, we entered into an amendment to ourÌýU.S. A/R ProgramÌýthat extended the scheduled maturity date of our U.S. A/R Program from July 2024 to January 2027. In addition, on January 31, 2024, we entered into an amendment to ourÌýEU A/R Program, effective as of February 15, 2024, that extended the scheduled maturity date of our EU A/R ProgramÌýfrom July 2024 to July 2027.ÌýAside from the extended maturity dates, these amendments to our A/R Programs secured substantially similar terms as those in the prior agreements.

Ìý

Information regarding our A/R Programs as of December 31, 2023 was as follows (monetary amounts in millions):

Ìý

Ìý

As of December 31, 2023 and 2022, $224Ìýmillion and $272 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Ìý

Senior Notes

Ìý

As of DecemberÌý31, 2023, we had outstanding the following notes (monetary amounts in millions):

Ìý

Ìý

The 2025, 2029 and 2031ÌýSenior Notes are general unsecured senior obligations of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International. The indentures impose certain limitations on the ability of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of subsidiaries, enter into sale and leaseback transactions with respect to any principal properties, consolidate or merge with or into any other person or lease andÌýsell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the 2025, 2029 and 2031 Senior Notes will have the right to require that ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International purchase all or a portion of such holders’Ìýnotes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

Ìý

The 2025 Senior Notes bear interest at 4.25% per year, payable semi-annually on April 1 and October 1, and are due on April 1, 2025. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2025 Senior Notes in whole or in part at any time prior to January 1, 2025 at a price equal to 100% of the principal amount thereof plus a ‘‘make-whole’â€� premium and accrued and unpaid interest.

Ìý

The 2029 Senior Notes bear interest at 4.50% per year, payable semi-annually on May 1 and November 1, and will mature on May 1, 2029. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2029 Senior Notes in whole or in part at any time prior to FebruaryÌý1, 2029 at a price equal to 100% of the principal amount thereof plus a “make-wholeâ€� premium and accrued and unpaid interest. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2029 Senior Notes at any time, in whole or from time to time in part, on or after February 1, 2029 at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.

Ìý

The 2031 Senior Notes bear interest at 2.95% per year, payable semi‑annually on June 15 and December 15 of each year, and will mature on June 15, 2031. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2031 Senior Notes in whole or in part at any time prior to March 15, 2031 at a price equal to 100% of the principal amount thereof plus a “make‑wholeâ€� premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption.ÌýÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2031ÌýSenior Notes at any time in whole or from time to time in part, on or after March 15, 2031 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of redemption.Ìýâ€�

Ìý

On May 26, 2021, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International completed a $400 million offering of its 2031 Senior Notes. On June 23, 2021, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International applied the net proceeds from the offering, along with cash on hand, to redeem in full $400 million in aggregate principal amount of its 5.125% senior notes due 2022Ìýand to pay accrued but unpaid interest of approximately $2Ìýmillion. In addition, we paid redemption premiums and related fees and expenses of approximately $25 million and recognized a corresponding loss on early extinguishment of debt of $26Ìýmillion in the second quarter of 2021.

Ìý

Variable Interest Entity Debt

Ìý

As of December 31, 2023, AAC, our consolidated 50%-owned joint venture, had $26Ìýmillion outstanding under its loan commitments and debt financing arrangements. As of December 31, 2023, we have $9Ìýmillion classified as current debt and $17Ìýmillion as long-term debt on our consolidated balance sheets. We do not guarantee these loan commitments, and AAC is not a guarantor of any of our other debt obligations.

Ìý

Compliance With Covenants

Ìý

Our 2022 Revolving Credit Facility contains a financial covenant regarding the leverage ratio of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and its subsidiaries. The 2022 Revolving Credit Facility also contains other customary covenants and events of default for credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the 2022 Revolving Credit Facility may be accelerated.

Ìý

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programsâ€� metrics could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our 2022 Revolving Credit Facility, which could require us to pay off the balance of the 2022 Revolving Credit Facility in full and could result in the loss of our 2022 Revolving Credit Facility.Ìý

Ìý

We believe that we are in compliance with the covenants governing our material debt instruments, including our 2022 Revolving Credit Facility, our A/R Programs and our notes.

Ìý

Maturities

Ìý

The scheduled maturities of our debt (excluding debt to affiliates) by year as of DecemberÌý31, 2023 are as follows (dollars in millions):

Ìý

Ìý

Ìý

Ìý