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Debt

9 Months Ended

Sep. 30, 2025

Debt

Debt

9. Debt

The following table summarizes the long-term debt of the Company at September 30, 2025, December 31, 2024, and September 30, 2024:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	September 30,		​	December 31,		​	September 30,		​
​		2025			2024			2024		​
Secured Credit Agreement:	​	​	​	​	​	​	​	​	​	​
Revolving Credit Facility:	​	​	​	​	​	​	​	​	​	​
Revolving Loans	​	$	90	​	$	—	​	$	—	​
Term Loans:	​	​	​	​	​	​	​	​	​	​
Term Loans A	​	​	798	​	​	​	​	​	​	​
Term Loans B	​	​	643	​	​	​	​	​	​	​
Previous Secured Credit Agreement:	​	​	​	​	​	​	​	​	​	​
Term Loans:	​	​	​	​	​	​	​	​	​	​
Term Loans A	​	​	​	​	​	1,338	​	​	1,392	​
Senior Notes:	​	​	​	​	​	​	​	​	​	​
3.125%, due 2024 (€58 million at September 30, 2024)	​	​	​	​	​	​	​	​	65	​
5.375%, due 2025	​	​	​	​	​	17	​	​	17	​
2.875%, due 2025 (€176 million at December 31, 2024 and September 30, 2024)	​	​	​	​	​	183	​	​	197	​
6.625%, due 2027	​	​	610	​	​	609	​	​	609	​
6.250%, due 2028 (€600 million)	​	​	699	​	​	619	​	​	663	​
5.250%, due 2029 (€500 million)	​	​	580	​	​	514	​	​	551	​
4.750%, due 2030	​	​	397	​	​	397	​	​	397	​
7.250%, due 2031	​	​	684	​	​	683	​	​	682	​
7.375%, due 2032	​	​	296	​	​	296	​	​	296	​
Finance leases	​	​	178	​	​	195	​	​	198	​
Other	​		9	​	​	8	​	​	1	​
Total long-term debt	​		4,984	​		4,859	​	​	5,068	​
Less amounts due within one year	​		38	​	​	306	​	​	359	​
Long-term debt	​	$	4,946	​	$	4,553	​	$	4,709	​

​

The Company presents debt issuance costs in the Condensed Consolidated Balance Sheets as a deduction of the carrying amount of the related debt liability.

On September 30, 2025, certain of the Company’s subsidiaries entered into an Amended and Restated Credit Agreement and Syndicated Facility Agreement (the “Credit Agreement”), which refinanced in full the previous credit agreement. The Credit Agreement provides for up to $2.7 billion of borrowings pursuant to term loans A, term loans B and a revolving credit facility. The term loans A mature, and the revolving credit facility terminates, in September 2030, and the term loans B mature in September 2032; provided, however, that if any of the senior notes issued by certain subsidiaries of the Company are outstanding on the date that is 91 days prior to the maturity date for such senior notes

(any such date, a “Springing Maturity Date”), then the term loans A, the revolving credit facility and the term loans B will mature and terminate, as applicable, on such Springing Maturity Date. Borrowings under the Credit Agreement are secured by certain collateral of the Company and certain of its subsidiaries.

At September 30, 2025, the Credit Agreement includes a $1.25 billion multicurrency revolving credit facility, the U.S. dollar equivalent of $800 million in term loan A facilities ($798 million outstanding balance at September 30, 2025, net of debt issuance costs) and $650 million in term loan B facilities ($643 million outstanding balance at September 30, 2025, net of debt issuance costs). At September 30, 2025, the Company’s subsidiaries that are party to the Credit Agreement had unused credit of $1.15 billion available under the revolving credit facilities as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at September 30, 2025 was 5.88%.

The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain indebtedness and liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.

The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio, for the benefit of lenders under the term loans A and the revolving credit facility (and, following an acceleration of the term loans A and the revolving credit facility, for the benefit of the lenders under the term loans B) that requires the Company and certain of its subsidiaries, collectively, not to exceed a ratio of 2.50x calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each such capitalized term is defined in the Credit Agreement. The Secured Leverage Ratio could restrict the ability of the Company and certain of its subsidiaries to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum.

​

Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement. In such an event, the applicable borrowers under the Credit Agreement would not be able to request borrowings under the revolving credit facility, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable. Upon the occurrence and for the duration of a payment event of default, an additional default interest rate equal to 2.0% per annum will apply to all overdue obligations under the Credit Agreement.  If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this could result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities.  As of September 30, 2025, the Company was in compliance with all covenants and restrictions in the Credit Agreement.  In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.

​

The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement for the Term Loans A and the revolving credit facility. The interest rate on borrowings under the Credit Agreement is, at the option of the applicable borrower, the Base Rate, Term SOFR or, for non-US Dollar borrowings only, the Eurocurrency Rate (each such capitalized term as defined in the Credit Agreement), plus an applicable margin. The applicable margin, for the Term Loans A and the revolving credit facility, ranges from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. The applicable margin, for the Term Loans B, is 3.00% for Term SOFR loans. In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum, depending on the Total Leverage Ratio.

Obligations under the Credit Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries. Such obligations are also secured by a pledge of intercompany debt and equity investments in certain of the Company’s domestic subsidiaries and, in the case of foreign obligations, of stock of certain foreign subsidiaries. All obligations under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Credit Agreement are guaranteed by certain foreign subsidiaries of the Company.

The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market.

The carrying amounts reported for certain long-term debt obligations subject to frequently redetermined interest rates approximate fair value. Fair values for the Company’s significant fixed rate debt obligations are based on published market quotations and are classified as Level 1 in the fair value hierarchy. Fair values at September 30, 2025 of the Company’s significant fixed rate debt obligations are as follows:

​	​	​	​	​	​	​	​	​	​	​
​	​	Principal		​	Indicated Market		​	​		​
​		Amount			Price			Fair Value		​
Senior Notes:	​	​	​	​	​	​	​	​	​	​
6.625%, due 2027	​	$	612	​	​	99.99	​	$	612	​
6.250%, due 2028 (€600 million)	​	​	704	​	​	103.33	​	​	727	​
5.250%, due 2029 (€500 million)	​	​	587	​	​	103.02	​	​	605	​
4.750%, due 2030	​	​	400	​	​	95.56	​	​	382	​
7.250%, due 2031	​	​	690	​	​	101.80	​	​	702	​
7.375%, due 2032	​	​	300	​	​	101.12	​	​	303	​

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The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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