v3.25.0.1
Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt DEBT
The carrying value of our credit facilities, finance leases and long-term debt as of December 31, 2024 and 2023 is listed in the following table, and is adjusted for unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting. Original issue discounts and adjustments to fair value recorded in purchase accounting are amortized to interest expense over the term of the applicable instrument using the effective interest method.
  December 31, 2024December 31, 2023
MaturityInterest RatePrincipalAdjustmentsCarrying  ValuePrincipalAdjustmentsCarrying  Value
Credit facilities:
Uncommitted Credit FacilityVariable$— $— $— $— $— $— 
The Credit FacilityVariable514 — 514 297 — 297 
Term LoanVariable— — — 500 — 500 
Commercial PaperVariable477 — 477 496 (1)495 
Senior notes:
August 20242.500— — — 900 (1)899 
March 20253.200500 — 500 500 (1)499 
November 20250.875350 — 350 350 (1)349 
July 20262.900500 (1)499 500 (2)498 
November 20273.375650 (2)648 650 (3)647 
May 20283.950800 (7)793 800 (9)791 
April 20294.875750 (6)744 750 (7)743 
November 20295.000400 (4)396 — — — 
March 20302.300600 (4)596 600 (4)596 
February 20311.450650 (5)645 650 (6)644 
February 20321.750750 (5)745 750 (5)745 
March 20332.375700 (6)694 700 (6)694 
December 20335.000650 (9)641 650 (9)641 
April 20345.000800 (10)790 800 (11)789 
November 20345.200500 (6)494 — — — 
March 20356.086182 (11)171 182 (12)170 
March 20406.200400 (3)397 400 (3)397 
May 20415.700386 (5)381 386 (5)381 
March 20503.050400 (7)393 400 (7)393 
Debentures:
September 20357.400148 (27)121 148 (29)119 
Tax-exempt:
2026 - 2053
3.375 - 4.375
1,418 (9)1,409 1,289 (8)1,281 
Finance leases and other:
2025 - 2063
1.726 - 9.750
315 — 315 251 — 251 
Total Debt$12,840 $(127)12,713 $12,949 $(130)12,819 
Less: current portion(862)(932)
Long-term portion$11,851 $11,887 
Future Maturities of Debt
Aggregate principal maturities of notes payable, finance leases and other long-term debt as of December 31, 2024 follow:
2025$862 
2026594 
2027663 
2028844 
20292,179 
Thereafter7,698 
$12,840 
Credit Facilities
Uncommitted Credit Facility
In January 2022, we entered into a $200 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility). The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties. Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit and other general corporate purposes. The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants. The Uncommitted Credit Facility may be terminated by either party at any time. As of December 31, 2024 and 2023, we had no borrowings outstanding under our Uncommitted Credit Facility.
The Credit Facility
In July 2024, we and our subsidiary, USE Canada Holdings, Inc. (the Canadian Borrower) entered into the Second Amended and Restated Credit Agreement (the Credit Facility) which amends and restates the unsecured revolving credit facility we entered into in August 2021. The total outstanding principal amount that we may borrow under the Credit Facility may not exceed the current aggregate lenders' commitments of $3.5 billion, and borrowings under the Credit Facility mature in July 2029. As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extensions. The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $1.0 billion through increased commitments from existing lenders or the addition of new lenders.
All loans to the Canadian Borrower and all loans denominated in Canadian dollars cannot exceed $1.0 billion (the Canadian Sublimit). The Canadian Sublimit is part of, and not in addition to, the aggregate commitments under the Credit Facility.
Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR plus a current applicable margin of 0.920% based on our Debt Ratings (all as defined in the Credit Facility agreement). The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate plus a current applicable margin of 0.920% based on our Debt Ratings. As of December 31, 2024, C$232 million was outstanding against the Canadian Sublimit, with a weighted average interest rate of 5.309%.
The Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage. The Credit Facility can be used for working capital, capital expenditures, acquisitions, letters of credit and other general corporate purposes. The Credit Facility agreement requires us to comply with financial and other covenants. We may pay dividends and repurchase common stock if we are in compliance with these covenants.
We had $514 million and $297 million outstanding under our Credit Facility as of December 31, 2024 and 2023, respectively. We had $317 million and $337 million of letters of credit outstanding under our Credit Facility as of December 31, 2024 and 2023, respectively. We also had $477 million and $495 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of December 31, 2024 and 2023, respectively. As a result, availability under our Credit Facility was $2,192 million and $2,371 million as of December 31, 2024 and 2023, respectively.
Term Loan Facility
On April 29, 2022, we entered into a $1 billion Term Loan Facility, which bore interest at a base rate or a forward-looking SOFR, plus an applicable margin based on our debt ratings. We had $500 million of borrowings outstanding under the Term Loan Facility as of December 31, 2023. During the year ended December 31, 2024, we repaid the remaining balance of the Term Loan Facility.
Commercial Paper Program
In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500 million outstanding at any one time (the Commercial Paper Cap). In August 2022, the Commercial Paper Cap was increased to $1.0 billion, and in October 2023, was increased to $1.5 billion. The weighted average interest rate for borrowings outstanding as of December 31, 2024 is 4.646% with a weighted average maturity of approximately 18 days.
We had $477 million and $496 million principal value of commercial paper issued and outstanding under the program as of December 31, 2024 and 2023, respectively. In the event of a failed re-borrowing, we currently have availability under our Credit Facility to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully. Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of December 31, 2024 and 2023, respectively.
Senior Notes and Debentures
In March 2023, we issued $400 million of 4.875% senior notes due 2029 (the Existing 2029 Notes) and $800 million of 5.000% senior notes due 2034 (the 2034 Notes, and together with the Existing 2029 Notes, the Notes). The Notes are unsecured and unsubordinated and rank equally with our other unsecured obligations. We used the proceeds from the Notes for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility. As a result of the Term Loan Facility repayment, we incurred a non-cash loss on the early extinguishment of debt related to the ratable portion of unamortized deferred issuance costs of less than $1 million.
In December 2023, we issued an additional $350 million of 4.875% senior notes due 2029 (the New 2029 Notes, and together with the Existing 2029 Notes, the 2029 Notes). After giving effect to the issuance of the New 2029 Notes, $750 million in aggregate principal amount of the 2029 Notes is outstanding. The New 2029 Notes are fungible with the Existing 2029 Notes, and taken together, the 2029 Notes are treated as a single series.
In December 2023, we also issued $650 million of 5.000% senior notes due 2033 (the 2033 Notes). The proceeds of the 2033 Notes were used for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.
In June 2024, we issued $400 million of 5.000% senior notes due 2029 and $500 million of 5.200% senior notes due 2034. We used the proceeds from the June 2024 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding under the Commercial Paper Program and the Credit Facility; and repayment of the remaining amount outstanding under the Term Loan Facility and the Uncommitted Credit Facility.
Our senior notes and debentures are general unsecured and unsubordinated obligations and rank equally with our other unsecured obligations.
Tax-Exempt Financings
As of December 31, 2024, we had $1,409 million of fixed and variable rate tax-exempt financings outstanding, with maturities ranging from 2026 to 2053. As of December 31, 2023, we had $1,281 million of fixed and variable rate tax-exempt financings outstanding, with maturities ranging from 2024 to 2053.
In June 2024, the Mission Economic Development Corporation issued, for our benefit, $50 million in principal amount of Solid Waste Disposal Revenue Bonds. The proceeds from the issuance, after deferred issuance costs, were used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within Texas.
In both March 2024 and September 2023, the California Municipal Finance Authority issued, for our benefit, $100 million in principal amount of Solid Waste Disposal Revenue Bonds. The proceeds from the issuances, after deferred issuance costs, were used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within California.
The initial remarketing period for the above Mission Economic Development Corporation and California Municipal Finance Authority tax-exempt financings is 10 years. Our remaining tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agents are unable to remarket our bonds, the remarketing agents can put the bonds to us. In the event of a failed remarketing, we currently have availability under our Credit Facility to fund these bonds until they are remarketed successfully. Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of December 31, 2024 and December 31, 2023.
Finance Leases and Other
As of December 31, 2024, we had finance lease liabilities of $315 million with maturities ranging from 2025 to 2063. As of December 31, 2023, we had finance lease liabilities of $251 million with maturities ranging from 2024 to 2063.
As of December 31, 2024, finance leases and other included $53 million related to the construction of an office building located in Phoenix, Arizona, which has been accounted for as a financing obligation. The amount is recorded within long-term debt, net of current maturities.
Interest Paid
Interest paid, excluding net swap settlements for our fair value hedges, was $487 million, $423 million and $312 million for the years ended December 31, 2024, 2023 and 2022, respectively.