Tronox Holdings plcTROX
Tronox Holdings plc Debt Disclosure
Debt
Long-term Debt
Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:
| Original Principal | Annual Interest Rate | Maturity Date | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
2024 Term Loan Facility, net of unamortized discount(1) | 741 | Variable | 4/4/2029 | 731 | 735 | ||||||||||||||||||||||||
2024-B Term Loan Facility, net of unamortized discount(1) | 902 | Variable | 9/30/2031 | 887 | 896 | ||||||||||||||||||||||||
| Senior Notes due 2029 | 1,075 | 4.63 | % | 3/15/2029 | 1,075 | 1,075 | |||||||||||||||||||||||
| Senior Secured Notes due 2030 | 400 | 9.13 | % | 9/30/2030 | 400 | — | |||||||||||||||||||||||
RMB Term Loan Facility(1) | 64 | Variable | 8/16/2029 | 57 | 58 | ||||||||||||||||||||||||
| Australian Government Loan, net of unamortized discount | N/A | N/A | 12/31/2036 | 2 | 1 | ||||||||||||||||||||||||
MGT Loan(2) | 36 | Variable | Variable | 13 | 19 | ||||||||||||||||||||||||
| Finance leases | 39 | 42 | |||||||||||||||||||||||||||
| Long-term debt | 3,204 | 2,826 | |||||||||||||||||||||||||||
| Less: Long-term debt due within one year | (39) | (35) | |||||||||||||||||||||||||||
| Debt issuance costs | (33) | (32) | |||||||||||||||||||||||||||
| Long-term debt, net | $ | 3,132 | $ | 2,759 | |||||||||||||||||||||||||
(1)The average effective interest rate on the 2024 Term Loan Facility, including the impacts of the interest rate swaps, was 6.5% and 7.7% for the year ended December 31, 2025 and 2024, respectively. The average effective interest rate on the 2024-B Term Loan Facility, including the impacts of the interest rate swaps) was 6.5% and 6.1% for the year ended December 31, 2025 and 2024, respectively. The average effective interest rate on the RMB Term Loan Facility was 9.8% and 10.4% for the year ended December 31, 2025 and 2024, respectively.
(2)The MGT loan is a related party debt facility. Average effective interest rate on the MGT loan was 6.1% during both the year ended December 31, 2025 and 2024. Refer below for further details.
At December 31, 2025, the scheduled maturities of our long-term debt were as follows:
Total Borrowings | |||||
| 2026 | 39 | ||||
| 2027 | 37 | ||||
| 2028 | 31 | ||||
| 2029 | 1,833 | ||||
| 2030 | 415 | ||||
| Thereafter | 859 | ||||
| Total | 3,214 | ||||
| Remaining accretion associated with the 2024 Term Loan Facility and the 2024-B Term Loan Facility | (10) | ||||
| Total borrowings | 3,204 | ||||
Long-term Debt
2024 Term Loan Facility
On May 1, 2024, the Company, its indirect subsidiary, Tronox Finance LLC (the "Borrower") and certain of the Company’s subsidiaries, entered into Amendment No. 4 ("Amendment 4") to the senior secured first lien term loan credit facility dated as of March 11, 2021 (as amended through and including Amendment No. 4, the "Credit Agreement") with the term lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment 4 provided the Borrower with a five-year incremental term loan facility ("the 2024 Term Loan Facility") in an aggregate initial principal amount of $741 million. The 2024 Term Loan Facility was used to refinance in full the Company's then outstanding term loan facilities entered into in April 2022 and April 2023, respectively, pursuant to the Credit Agreement.
Subject to certain customary and other exceptions, the obligations of the Borrower under the 2024 Term Loan Facility are (a) guaranteed on a joint and several basis by the Company and certain of the Company's restricted subsidiaries, and (b) secured by a first priority lien on substantially all of the Borrower's and guarantors' assets, including inventory, receivables and related assets, and equipment, equity interests in subsidiaries, and material real property, in each case subject to certain limitations and principles. The 2024 Term Loan Facility is a separate class of loans under the Credit Agreement, and if the Borrower elects to make an optional payment under the Credit Agreement or is required to make a mandatory prepayment under the Credit Agreement, the Borrower may, in each case, select which class or classes of loans to prepay.
The 2024 Term Loan Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2024 Term Loan Facility commencing with the second full fiscal quarter after the effective date of the 2024 Term Loan Facility. The final maturity of the 2024 Term Loan Facility will occur on April 4, 2029. The 2024 Term Loan Facility permits amendments thereto whereby individual lenders may extend the maturity date of their outstanding loans upon the Borrower's request without the consent of any other lender, so long as certain conditions are met. The 2024 Term Loan Facility shall bear interest, at the Borrower's option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2024 Term Loan Facility is 1.75% per annum for base rate loans or 2.75% per annum for SOFR rate loans.
The 2024 Term Loan Facility contains customary covenants that provide for certain restrictions with respect to, among other things and subject to certain limitations, thresholds and exceptions, the ability of the Company and its subsidiaries to: incur indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain modifications to material documents (including organizational documents). The 2024 Term Loan Facility also contains customary representations and warranties, affirmative covenants and events of default. If an event of default occurs under the 2024 Term Loan Facility, then a majority of the lenders through the administrative agent, may (a) declare the 2024 Term Loan Facility (and all other loans) to be immediately due and payable and/or (b) foreclose on the collateral securing the obligations under the Credit Agreement.
On December 18, 2024, the Borrower, together with the Company and certain of the Company's subsidiaries, entered into Amendment No. 7 to the Credit Agreement (the "Repricing Amendment"). The Repricing Amendment amended the 2024 Term Loan Facility by (i) reducing the applicable rate per annum to 1.25% per annum for base rate loans or 2.25% per annum for SOFR rate loans and (ii) implementing certain mechanical and other related changes. As of December 31, 2025, the applicable margin under the 2024 Term Loan Facility was 2.25%. As of December 31, 2025 and 2024, the total outstanding principal balance was $736 million and $741 million, respectively, of which $7 million and $6 million, respectively, is recorded within "Long-term debt due within one year" on the Consolidated Balance Sheet.
2024-B Term Loan Facility
On September 30, 2024, the Borrower, together with the Company and certain of the Company's subsidiaries, entered into Amendment No. 6 to the Credit Agreement ("Amendment No. 6"). Amendment No. 6 provides the Borrower with a new seven-year incremental term loan facility (the "2024-B Term Loan Facility") in an aggregate principal amount of $902 million. The proceeds of the 2024-B Term Loan Facility was used to refinance in full all of the outstanding amounts of the then outstanding term loan facility entered into in March 2021 pursuant to the Credit Agreement.
The obligations of the Borrower under the 2024-B Term Loan Facility are guaranteed and secured by the same guarantees and liens under the Credit Agreement prior to the effectiveness of Amendment No. 6. The 2024-B Term Loan Facility is a separate class of loans under the Credit Agreement, and if the Borrower elects to make an optional payment under the Credit Agreement or is required to make a mandatory prepayment under the Credit Agreement, the Borrower may, in each case, select which class or classes of loans to prepay.
The 2024-B Term Loan Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2024-B Term Loans. The final maturity of the 2024-B Term Loan Facility will occur on September 30, 2031. The 2024-B Refinancing Facility permits amendments thereto whereby individual lenders may extend the maturity date of their outstanding loans upon the Borrower’s request without the consent of any other lender, so long as certain conditions are met. The 2024-B Term Loans bears interest, at the Borrower’s option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2024-B Term Loan Facility is 1.5% per annum for base rate loans or 2.5% per annum for SOFR rate loans. Based on our first lien net leverage ratio pursuant to the credit agreement, the applicable margin under the 2024-B Term Loan Facility as of December 31, 2025 was 2.50%.
The 2024-B Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the Credit Agreement immediately prior to the effectiveness of Amendment No. 6, which covenants, subject to certain limitations, thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain modifications to material documents (including organizational documents). The 2024-B Term Loan Facility also contains the same representations and warranties, affirmative covenants and events of default applicable to the term loans outstanding under the Credit Agreement immediately prior to the effectiveness of Amendment No. 6. If an event of default occurs under the 2024-B Term Loan Facility, then a majority of the lenders through the administrative agent, may (a) declare the 2024-B Term Loan Facility (and all other loans) to be immediately due and payable and/or (b) foreclose on the collateral securing the obligations under the Credit Agreement.
As a result of this transaction, we recognized approximately $2 million in "Loss on extinguishment of debt" on the Consolidated Statement of Operations for the year ended December 31, 2024. As of December 31, 2025 and 2024, the total outstanding principal balance was $893 million and $902 million, respectively, of which $9 million is recorded within "Long-term debt due within one year" on the Consolidated Balance Sheet for both periods.
Senior Notes due 2029
On March 15, 2021, Tronox Incorporated, a Delaware corporation (the "Issuer"), a wholly owned indirect subsidiary of the Company, closed an offering of $1,075 million aggregate principal amount of its 4.625% senior notes due 2029 (the "Senior Notes due 2029"). The notes were offered at par and issued under an indenture dated as of March 15, 2021 among the Company and certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust, National Association. The Senior Notes due 2029 provide, among other thing, that the Senior Notes due 2029 are guaranteed by the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Senior Notes due 2029 and related guarantees are the senior obligations of the Company and the guarantors. The Senior Notes due 2029 have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration requirements. The terms of the indenture, among other things, limit, in certain circumstances, the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.
Senior Secured Notes due 2030
On September 26, 2025, the Issuer also closed an offering of $400 million aggregate principal amount of its 9.125% senior secured notes due 2030 (the “Senior Secured Notes due 2030”). The Notes were offered at par and issued under an indenture dated as of September 26, 2025 (the “Indenture”) among the Issuer and the Company and, as described below, certain of the Company’s restricted subsidiaries as guarantors and Wilmington Trust, National Association in its capacity as trustee and collateral agent.
The Indenture and the Senior Secured Notes due 2030 provide, among other things, that the Senior Secured Notes due 2030 are guaranteed by the Company and certain of the Company’s restricted subsidiaries, subject to certain exceptions. Subject to certain customary and other exceptions, the Senior Secured Notes due 2030 are secured by a first priority lien on substantially all of the Issuer's and guarantors' assets, including inventory, receivables and related assets, and equipment, equity interests in subsidiaries, and material real property, in each case subject to certain limitations and principles.
The Senior Secured Notes due 2030 are scheduled to mature on September 30, 2030, subject to a springing maturity date that is 91 days prior to the stated maturity date of the Company’s 4.625% Senior Notes due 2029, if on such date, the aggregate principal amount of the Senior Notes due 2029 outstanding is greater than $250 million. The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.
RMB Term Loan Facility and RMB Revolving Credit Facility
On August 16, 2024, Tronox Minerals Sands Proprietary Limited and Tronox KZN Sands Proprietary Limited, wholly- owned subsidiaries of the Company, entered into Amendment No. 2 (“the Amendment”) and restatement of a credit facility with RMB, that superseded and replaced the term loan facility and revolving credit facility with Standard Bank in their entirety. The amended credit facility provides the Company with (a) a new five-year term loan facility in an aggregate principal amount of R1.1 billion (approximately $66 million at the December 31, 2025 exchange rate) (the "RMB Term Loan Facility") and (b) a new three-year revolving credit facility (the "RMB Revolving Credit Facility") providing an increase of the revolving commitments of R1.2 billion (approximately $72 million at the December 31, 2025 exchange rate). The maturity date on the RMB Term Loan Facility and the RMB Revolving Credit Facility is August 16, 2029 and August 16, 2027, respectively. Mandatory capital repayments of R37.5 million (approximately $2 million at the December 31, 2025 exchange rate) are scheduled quarterly with the first mandatory repayment starting in March 31, 2025.
Both the RMB Term Loan Facility and RMB Revolving Credit Facility shall bear interest at an adjusted JIBAR rate plus an applicable margin. The applicable margin on the RMB Term Loan Facility is 2.35%. The applicable margin on the RMB Revolving Credit Facility is based upon average credit utilization during any interest period. If the revolving credit facility utilization is less than 33%, less than 66% but greater than 33%, or greater than 66%, the applicable margin is 1.95%, 2.10%, and 2.25%, respectively. The RMB Revolving Credit Facility requires the borrower to pay customary agency fees.
Australian Government Loan
We maintain an interest-free loan with the Australian government (“Australian Government Loan”) that is subject to renewal every 5 years and is contingent on renewal of our Australind site leases with final maturity in December 2036. The loan balance due upon maturity is AUD 6 million (approximately $4 million at the December 31, 2025 exchange rate). At December 31, 2025, the discounted value on the Australian Government Loan was approximately AUD 2 million (approximately $2 million at the December 31, 2025 exchange rate).
MGT Loan
On December 17, 2020, we completed our agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produce metal grade TiCl4 (“MGT”) in exchange for a $36 million note payable. Repayment of the note payable is based on a fixed U.S. dollar per metric ton quantity of MGT delivered by us to Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately to six years, subject to actual future MGT production levels. The interest rate is based on the Saudi Arabian Interbank Offered Rate (“SAIBOR”) plus a premium. As of December 31, 2025, the outstanding balance of the note payable was $13 million, of which $8 million is expected to be paid within the next twelve months (recorded within "Long-term debt due within one year" on our Consolidated Balance Sheet). Refer to Note 24 for further information on the MGT transaction.
Short-term Debt
Short-term debt consisted of the following:
| Annual Interest Rate | Maturity Date | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||
| Cash Flow Revolver | Variable | 8/15/2029 | — | 33 | |||||||||||||||||||
| RMB Revolving Credit Facility | Variable | 8/16/2027 | — | 21 | |||||||||||||||||||
| SEB Credit Facility | 4.9 | % | 2/28/2026 | 40 | — | ||||||||||||||||||
| Insurance premium financing (Australia) | 6.4 | % | 3/1/2026 | 1 | — | ||||||||||||||||||
| Insurance premium financing (global) | 8.0 | % | 4/1/2026 | 10 | 11 | ||||||||||||||||||
| Short-term debt | $ | 51 | $ | 65 | |||||||||||||||||||
As of February 13, 2026, the total outstanding principal balance on our short-term debt facilities was approximately $77 million.
Cash Flow Revolver
On August 15, 2024, the Borrower, together with the Company and certain of the Company's subsidiaries, entered into Amendment No. 5 to the Credit Agreement ("Amendment No. 5") with the revolving lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment No. 5 provided for a $350 million replacement revolving loan facility (the "Cash Flow Revolver") which refinanced and replaced the Borrower's existing $350 million revolving loan facility under the Credit Agreement initially entered in March 2021. As a result of this transaction, we recorded less than $1 million in "Loss on extinguishment of debt" on the Consolidated Statement of Operations for the year ended December 31, 2024.
The obligations of the Borrower under the Cash Flow Revolver are guaranteed and secured by the same guarantees and liens under the Credit Agreement prior to the effective date of Amendment No. 5. The Cash Flow Revolver is a separate class of loans under the Credit Agreement.
The maturity date of the Cash Flow Revolver will occur on the earlier of (a) August 15, 2029 and (b) the Springing Maturity Date. The Springing Maturity Date is defined under the Credit Agreement as the earlier of the date that is 91 days prior to (i) the scheduled maturity date of the 2024 Term Loan Facility if on such date the outstanding amount of the term loans under the 2024 Term Loan Facility is greater than $200 million, (ii) the stated maturity date of the Senior Unsecured 2029 if on such date the aggregate outstanding principal amount of the Senior Unsecured 2029 Notes is greater than $200 million, and (iii) the stated maturity date of certain debt-for-borrowed money (excluding debt issued under the Borrower's inside maturity date basket and certain other debt baskets under the Credit Agreement) incurred after the date of Amendment No. 5 if on such date the aggregate outstanding principal amount of such debt-for-borrowed money is greater than $200 million.
The Cash Flow Revolver bears interest, at the Borrower's option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the Cash Flow Revolver shall be determined based on the Borrower's first lien net leverage ratio as of the then most recently ended fiscal quarter and shall range from 1.25% to 0.75% per annum for base rate loans or 2.25% to 1.75% per annum for SOFR rate loans. As of December 31, 2025, the applicable margin on the Cash Flow Revolver was 2.25%.
The Cash Flow Revolver contains substantially the same negative covenants applicable to the previous cash flow revolving credit facility, which covenants, subject to certain limitations, thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain modifications to material documents (including organizational documents). The Cash Flow Revolver also contains substantially the same representations and warranties, affirmative covenants and events of default applicable to the previous cash flow revolving credit facility. If an event of default occurs under the Cash Flow Revolver, then a majority of the lenders acting through the administrative agent, may (a) declare loans under the Cash Flow Revolver (and all other loans) to be immediately due and payable and/or (b) foreclose on the collateral securing the obligations under the Credit Agreement.
In addition, the Credit Agreement contains a springing financial covenant solely for the benefit of the revolving lenders of the Cash Flow Revolver under the Credit Agreement. The springing financial covenant requires compliance with a maximum first lien net leverage ratio of not greater than 4.75x (measuring the ratio of Consolidated First Lien Debt to Consolidated EBITDA, each as defined in the Credit Agreement) if, on the last day of any fiscal quarter, revolving exposure (excluding undrawn or cash collateralized letters of credit) exceeds 35% of the aggregate principal amount of all revolving commitments under the Cash Flow Revolver.
Debt issuance costs associated with the Cash Flow Revolver of $2 million were included in “Other long-term assets” in the Consolidated Balance Sheets at both December 31, 2025 and 2024, and were amortized over the life of the Cash Flow Revolver.
The average effective interest rate on the Cash Flow Revolver was 7.6% and 6.6% for the year ended December 31, 2025 and 2024, respectively.
Additionally, there is $18 million of issued and undrawn letters of credit under the Cash Flow Revolver as of December 31, 2025. Additionally, the undrawn letter of credit that was issued as a bi-lateral, stand-alone arrangement in connection with the sale of the Hawkins Point Plant (see Note 20 - Commitments and Contingencies) had an outstanding balance of $47 million as of December 31, 2025.
RMB Revolving Credit Facility
For a description of the RMB Revolving Credit Facility, see details above under "RMB Term Loan Facility and RMB Revolving Credit Facility".
Emirates Revolver
In prior years, the Company maintained a revolving credit facility with Emirates NBD PJSC (“Emirates”) which was secured by inventory of Tronox Pigment UK Limited. During the year ended December 31, 2023, we drew down 35 million Pound Sterling (approximately $43 million) and fully repaid the outstanding amount as of December 31, 2023.
In July 2025, Tronox Pigment UK Limited, as borrower, and Tronox Holdings plc, as guarantor, entered into a new revolving credit facility with Emirates which replaced the previous revolving credit facility with Emirates that expired in July 2025. The new Emirates revolving credit facility is secured by inventory of Tronox Pigment UK Limited and has a termination date of June 2026. The facility limit is 50 million Pound Sterling (approximately $67 million at the December 31, 2025 exchange rate) and can be drawn in either Pound Sterling, Euro or US Dollar. Under the terms of the revolver, the interest rate is SOFR plus 1.75% for U.S. dollar borrowings, Euribor plus 1.75% for Euro borrowings, and SONIA plus 1.75% for Pound Sterling borrowings. The average effective interest rate and applicable margin on the Emirates Revolver was 6.8% and 1.75%, respectively, for the year ended December 31, 2025.
SEB Credit Facility
On April 29, 2025, our KSA subsidiary entered into a short-term working capital facility with Saudi Export Import Bank ("SEB Credit Facility") for an amount up to SAR 150 million (approximately $40 million). The maturity date under the facility is February 28, 2026. The SEB Credit Facility bears interest at a fixed rate of 4.88% on outstanding balances. During the year ended December 31, 2025, we drew down the total SAR 150 million (approximately $40 million at the December 31, 2025 exchange rate) for general corporate purposes which is recorded in "Short-term debt" on our Consolidated Balance Sheet. The average effective interest rate on the SEB Credit Facility was 4.9% for the year ended December 31, 2025.
SABB Credit Facility
On October 16, 2019, our KSA subsidiary entered into a short-term working capital facility with the Saudi British Bank (“SABB Credit Facility”) for an amount up to SAR 70 million (approximately $19 million). The SABB Credit Facility bears interest at the Saudi Inter Bank Offered Rate plus 180 basis points on outstanding balances. In November 2023, the Company amended the agreement which amongst other things, extended the maturity date of the SABB Credit Facility from November 30, 2023 to November 30, 2024 and increased the facility limit to SAR 75 million (approximately $20 million at the December 31, 2025 exchange rate). In December 2024, the Company amended the agreement to extend the maturity date of the SABB Credit Facility to December 2025. The facility limit was reduced from SAR 75 million (approximately $20 million at the December 31, 2025 exchange rate) to SAR 45 million (approximately $12 million at the December 31, 2025 exchange rate). The SABB Credit Facility expired during 2025.
Itaù Unibanco S.A. Credit Facility
In November 2022, our Brazilian subsidiary entered into a working capital facility with Itaù Unibanco S.A. in Brazil for an amount up to 30 million BRL (approximately $5 million at the December 31, 2025 exchange rate). There is no maturity date under this facility until written notice is given. The facility bears interest at the Bolsa do Brasil reference rate on outstanding balances. There is no borrowings outstanding under this facility at December 31, 2025.
Insurance premium financing
In August 2024, the Company entered into a $29 million insurance premium financing agreement with a third-party financing company. The financing balance required a 37% down payment and was repaid in monthly installments over 9 months at an 8.6% fixed annual interest rate.
In May 2025, the Company entered into a $1 million insurance premium financing arrangement in one of our Australian subsidiaries with a third-party financing company. The financing balance is repaid in monthly installments over 10 months at a 6.4% fixed annual interest rate.
In August 2025, the Company entered into a $30 million insurance premium financing agreement with a third-party financing company. The financing balance required a 35% down payment and will be repaid in monthly installments over 8 months at an 8.0% fixed annual interest rate.
Debt Covenants
At December 31, 2025, we are in compliance with all financial covenants in our debt facilities.
Interest and Debt Expense, Net
Interest and debt expense, net in the Consolidated Statements of Operations consisted of the following:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Interest on debt | $ | 185 | $ | 168 | $ | 157 | |||||||||||
| Amortization of deferred debt issuance costs and discounts on debt | 10 | 10 | 9 | ||||||||||||||
| Capitalized interest | (17) | (21) | (17) | ||||||||||||||
| Interest on capital leases and letters of credit and commitments | 9 | 10 | 9 | ||||||||||||||
| Inventory financing arrangement (Note 8) | $ | 2 | $ | — | $ | — | |||||||||||
| Total interest and debt expense, net | $ | 189 | $ | 167 | $ | 158 | |||||||||||
In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective maturity dates on a straight-line basis for all of our debt facilities. At both December 31, 2025 and December 31, 2024, we had deferred debt issuance costs of $2 million related to the Cash Flow Revolver, which is recorded in “Other long-term assets” in the Consolidated Balance Sheets. At December 31, 2025 and December 31, 2024, we had debt discounts of $10 million and $13 million, respectively, and debt issuance costs of $33 million and $32 million, respectively, primarily related to our term loans and senior notes, which were recorded as a direct reduction of the carrying value of the long-term debt in the Consolidated Balance Sheets.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 25, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.