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Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt
Our long-term debt consists of the following:
 December 31,
(In millions)20222021
Term Loan Facility due 2024$1,500 $— 
Revolving Credit Facility due 2027450 — 
Senior unsecured notes:
9.375% notes due 2022
— 32 
Series A notes due 2022— 
8.500% notes due 2023(a)
70 70 
8.125% notes due 2023(a)
131 131 
4.400% notes due 2027(b)
1,000 1,000 
6.800% notes due 2032(b)
550 550 
6.600% notes due 2037(b)
750 750 
5.200% notes due 2045(b)
500 500 
Bonds:(c)
2.00% bonds due 2037
200 200 
2.10% bonds due 2037
200 200 
2.20% bonds due 2037
200 200 
2.125% bonds due 2037
200 200 
2.375% bonds due 2037
200 200 
Total debt$5,951 $4,036 
Unamortized discount(3)(3)
Unamortized debt issuance cost(25)(19)
Total debt, net$5,923 $4,014 
(a)In the event of a change in control, as defined in the related agreements, debt obligations totaling $201 million at December 31, 2022 may be declared immediately due and payable.
(b)These notes contain a make-whole provision allowing us to repay the debt at a premium to market price.
(c)Mandatory purchase dates for these bonds: April 1, 2023 for the 2.00% bonds; July 1, 2024 for the 2.10% bonds and 2.125% bonds; July 1, 2026 for the 2.20% bonds and 2.375% bonds. Subsequent to the various mandatory purchase dates, we will also have the right to convert and remarket these bonds any time up to the 2037 maturity date.
Term Loan Facility
In November 2022, we entered into a term credit agreement, which provides for a two-year $1.5 billion term loan facility (“Term Loan Facility”) and we borrowed the full amount thereunder on December 27, 2022. Borrowings under the Term Loan Facility can be prepaid without penalty and generally bear interest at term SOFR plus 10 basis points plus an applicable margin of 175 basis points. The applicable margin varies based on our credit ratings. The interest rate on borrowings under the Term Loan Facility was 6.17% as of December 31, 2022.
The Term Loan Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate all of the commitments under the Term Loan Facility and require the immediate repayment of all outstanding borrowings under the Term Loan Facility. As of December 31, 2022, we were in compliance with this covenant with a ratio of 26%.
Revolving Credit Facility
On July 28, 2022, we executed the seventh amendment to our unsecured revolving credit facility (“Credit Facility”). The primary changes to the Credit Facility effected by this amendment were to (i) extend the maturity date of the Credit Facility by three years to July 28, 2027, (ii) decrease the size of the Credit Facility from $3.1 billion to $2.5 billion, (iii) replace the LIBOR interest rate benchmark with SOFR and (iv) implement certain revisions to the Pricing Schedule.
The Credit Facility includes a covenant requiring our total debt to total capitalization ratio not to exceed 65% as of the last day of each fiscal quarter. In the event of a default, the lenders holding more than half of the commitments may terminate the commitments under the Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Credit Facility. As of December 31, 2022, we were in compliance with this covenant with a ratio of 26%.
During the fourth quarter of 2022, we had $450 million in borrowings under the Credit Facility. As of December 31, 2022, $2.1 billion was available for borrowing under the Credit Facility. The interest rate on borrowings under the Credit Facility was 5.92% as of December 31, 2022.
Debt redemption
In May 2022, we redeemed the $32 million 9.375% Senior Notes on the maturity date.
In September 2021, we redeemed our outstanding $900 million 3.85% Senior Notes due 2025. We incurred $102 million in costs related to the make-whole provision premium and the write off of unamortized discount and issuance costs.
In April 2021, we redeemed our outstanding $500 million 2.8% Senior Notes due 2022. We incurred $19 million in costs related to a make-whole provision premium and the write off of unamortized discount and issuance costs.
Long-term debt maturity
As of December 31, 2022, maturities of long-term debt over the next five years, excluding interest to be accrued, as of were as follows:
(In millions)
2023$402 
20241,900 
2025— 
2026400 
20271,450 
Thereafter1,799 
Total long-term debt, including current portion$5,951