ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Annual report pursuant to Section 13 and 15(d)

Note 14 - Debt

v3.22.4
Note 14 - Debt
12 Months Ended
Dec. 31, 2022
Notes to Financial Statements Ìý
Debt Disclosure [Text Block]

14. DEBT

Ìý

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

Ìý

Ìý

Ìý Ìý

December 31,

Ìý
Ìý Ìý

2022

Ìý Ìý

2021

Ìý

Senior Credit Facilities:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Revolving facility

Ìý $ 55 Ìý Ìý $ â€� Ìý

Amounts outstanding under A/R programs

Ìý Ìý 166 Ìý Ìý Ìý â€� Ìý

Senior notes

Ìý Ìý 1,455 Ìý Ìý Ìý 1,473 Ìý

Variable interest entities

Ìý Ìý 35 Ìý Ìý Ìý 45 Ìý

Other

Ìý Ìý 26 Ìý Ìý Ìý 32 Ìý

Total debt

Ìý $ 1,737 Ìý Ìý $ 1,550 Ìý

Total current portion of debt

Ìý $ 66 Ìý Ìý $ 12 Ìý

Long-term portion of debt

Ìý Ìý 1,671 Ìý Ìý Ìý 1,538 Ìý

Total debt

Ìý $ 1,737 Ìý Ìý $ 1,550 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, 2022 and 2021, the amount of debt issuance costs directly reducing the debt liability was $8Ìýmillion and $10 million, 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, 2022Ìý(monetary amounts in millions):

Ìý

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Unamortized

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

discounts and

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý

Committed

Ìý Ìý

Principal

Ìý Ìý

debt issuance

Ìý Ìý

Carrying

Ìý Ìý Ìý Ìý Ìý Ìý

Facility

Ìý

amount

Ìý Ìý

outstanding

Ìý Ìý

costs

Ìý Ìý

value

Ìý

Interest rate(2)

Ìý

Maturity

Ìý

2022 Revolving Credit Facility

Ìý $ 1,200 Ìý Ìý $ 55

(1)

Ìý $ â€�

(1)

Ìý $ 55

(1)

Term Secured Overnight Financing Rate ("SOFR") plus 1.475%

Ìý Ìý May 2027 Ìý

(1) On December 31, 2022, we had an additional $13 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our 2022 Revolving Credit Facility.

(2)

Interest rates on borrowings under the 2022 Revolving Credit Facility vary based on the type of loan and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International’s debt ratings. The representative interest rate as of December 31, 2022 was 1.475% above term SOFR.

Ìý

Term Loan Credit Facility

Ìý

On September 24, 2019, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into the 2019 Term Loan, pursuant to which ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International borrowed an aggregate principal amount of â‚�92 million (or $101 million equivalent). We used the net proceeds from the 2019 Term Loan to finance our acquisition of the 50% noncontrolling interest that we did not own in the Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ maleic anhydride joint venture. On September 22, 2020 we repaid the 2019ÌýTerm Loan in full at maturity.

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 July 1, 2021, we entered into amendments to ourÌýA/R ProgramsÌýthat, among other things, extended the respective scheduled termination dates of our A/R Programs from April 2022 to July 2024.

Ìý

Information regarding our A/R Programs as of December 31, 2022 was as follows (monetary amounts in millions):

Ìý

Ìý Ìý Ìý Ìý

Maximum funding

Ìý Ìý

Amount

Ìý Ìý

Facility

Ìý

Maturity

Ìý

availability(1)

Ìý Ìý

outstanding

Ìý

Interest rate(2)

U.S. A/R Program

Ìý

July 2024

Ìý $ 150 Ìý Ìý $ 81

(3)

Applicable rate plus 0.90%

EU A/R Program

Ìý

July 2024

Ìý â‚� 100 Ìý Ìý â‚� 80 Ìý

Applicable rate plus 1.30%

Ìý Ìý Ìý Ìý

(or approximately $106)

Ìý Ìý

(or approximately $85)

Ìý Ìý

(1)

The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

(2)

The applicable rate for our U.S. A/R Program is defined by the lender as USD LIBOR. The applicable rate for our EU A/R Program is eitherÌýUSD LIBOR,ÌýEURIBOR or SONIA (Sterling Overnight Interbank Average Rate). In anticipation of the transition away from USD LIBOR, the amendments we made in July 2021 to our A/R Programs incorporated replacement rates for the USD LIBOR.

(3)

As of DecemberÌý31, 2022, we had approximately $8Ìýmillion (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

Ìý

As of December 31, 2022 and December 31, 2021, $272 million and $324 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Ìý

Senior Notes

Ìý

As of DecemberÌý31, 2022, we had outstanding the following notes (monetary amounts in millions):

Ìý

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Unamortized

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

premiums,

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

discounts

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

and debt

Ìý

Notes

Ìý

Maturity

Ìý

Interest rate

Ìý Ìý

Amount outstanding

Ìý

issuance costs

Ìý

2025 Senior Notes

Ìý

April 2025

Ìý Ìý 4.25 % Ìý

�300 (�299 carrying value $(318))

Ìý $ 1 Ìý

2029 Senior Notes

Ìý

February 2029

Ìý Ìý 4.50 % Ìý

$750 ($740 carrying value)

Ìý Ìý 10 Ìý

2031 Senior Notes

Ìý

June 2031

Ìý Ìý 2.95 % Ìý

$400 ($397 carrying value)

Ìý Ìý 3 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 and consolidate or merge with or into any other person or lease, sell 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 holder’s notes 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

On January 15, 2021, we redeemed in full â‚�445 million (approximately $541Ìýmillion)Ìýin aggregate principal amount of our 2021 Senior NotesÌýat the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with this redemption, we incurred an incrementalÌýcash tax liability of approximately $15Ìýmillion in the first quarter of 2021 related to foreign currency exchange gains.

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 2022 Senior Notes and 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

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

Variable Interest Entity Debt

Ìý

As of December 31, 2022, AAC, our consolidated 50%-owned joint venture, had $35Ìýmillion outstanding under its loan commitments and debt financing arrangements. As of December 31, 2022, we have $9Ìýmillion classified as current debt and $26Ìýmillion 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, 2022 are as follows (dollars in millions):

Ìý

Year ending December 31,

Ìý Ìý Ìý Ìý

2023

Ìý $ 66 Ìý

2024

Ìý Ìý 178 Ìý

2025

Ìý Ìý 331 Ìý

2026

Ìý Ìý 10 Ìý

2027

Ìý Ìý 3 Ìý

Thereafter

Ìý Ìý 1,149 Ìý
Ìý Ìý $ 1,737 Ìý

Ìý

Ìý

Ìý