ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

14. DEBT

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

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Direct and Subsidiary Debt

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Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International).ÌýÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation is not a guarantor of such subsidiary debt.

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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.

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Revolving Credit Facility

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On May 20, 2022, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into the 2022 Revolving Credit Facility. Borrowings bear interest at the rates specified in the credit agreement governing the 2022 Revolving Credit Facility, which 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.Ìý

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The following table presents certain amounts under our 2022 Revolving Credit Facility as of December 31, 2024Ìý(monetary amounts in millions):

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Senior Notes

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As of DecemberÌý31, 2024, we had the following outstanding notes (monetary amounts in millions):

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The 2025, 2029, 2031 and 2034 Senior 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, 2031 and 2034 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.

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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 did not redeem the 2025 Senior Notes in whole or in part at any time prior to January 1, 2025.Ìý

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The 2029 Senior Notes bear interest at 4.50% per year, payable semi-annually on May 1 and November 1 of each year, 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 thereof, plus accrued and unpaid interest.

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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 and accrued and unpaid interest. ÀÖÌìÌÃfun88(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 redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.Ìýâ€�

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The 2034 Senior Notes bear interest at 5.70% per year, payable semi-annually on April 15 and October 15 of each year, and will mature on October 15, 2034. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2034 Senior Notes in whole or in part at any time prior to July 15, 2034 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 2034 Senior Notes at any time, in whole or from time to time in part, on or after July 15, 2034 at aÌýredemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

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A/R Programs

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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.

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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.

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Information regarding our A/R Programs as of December 31, 2024 is as follows (monetary amounts in millions):

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As of December 31, 2024 and 2023, $233Ìýmillion and $224Ìýmillion, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

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Variable Interest Entity Debt

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As of December 31, 2024, AAC, our consolidated 50%-owned joint venture, had $16Ìýmillion outstanding under its loan commitments and debt financing arrangements. As of December 31, 2024, we have $9Ìýmillion classified as current debt and $7Ìýmillion 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.

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Note Payable

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During the second quarter of 2024, HPS repaid the remainder of its outstanding note payable to SLIC denominated in Chinese renminbi, the equivalent of $190Ìýmillion,Ìýrelated to the separation and acquisition of assets of SLIC. For more information, see “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture.â€�

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Debt Issuance Costs

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We record debt issuance costs related to a debt liability on the balance sheets as a reduction to the face amount of that debt liability. As ofÌý December 31, 2024 and December 31, 2023, the amount of debt issuance costs directly reducing the debt liability was $9Ìýmillion and $7Ìýmillion, respectively. We amortize debt issuance costs using either a straight line or effective interest method, depending on the debt agreement, and record them as interest expense.â€�

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Compliance With Covenants

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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.

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On February 12, 2025, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into a First Amendment to the 2022 Revolving Credit Facility. The First Amendment amends the financial covenantÌýregarding the leverage ratio of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ InternationalÌýand its subsidiaries to increase the maximum permitted ratio of Consolidated Net Debt to Consolidated EBITDA (as those terms are defined in the 2022 Revolving Credit Facility) through the quarter ending December 31, 2025.

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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

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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.

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Maturities

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The scheduled maturities of our debt (excluding debt to affiliates) by year as of DecemberÌý31, 2024 are as follows (dollars in millions):

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