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INDEBTEDNESS
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
INDEBTEDNESS INDEBTEDNESS
The Company’s debt is recorded at its carrying amount, which represents the issuance amount plus or minus any issuance premium or discount, except for certain debt as depicted in the table below, which are recorded at the carrying amount adjusted for the fair value of an interest rate swap used to hedge the fair value of the note.
The following table summarizes total indebtedness:
December 31, 2021
Principal Amount
Fair Value of Interest Rate Swaps(1)
Unamortized (Discount) PremiumUnamortized Debt Issuance CostsCarrying Value
Notes Payable:
4.875% 2013 Senior Notes, due 2024
$500 $— $(1)$(1)$498 
5.25% 2014 Senior Notes, due 2044
600 (7)3 (5)591 
1.75% 2015 Senior Notes, due 2027
568 — — (2)566 
2.625% 2017 Senior Notes, due 2023
500 5 — (1)504 
3.25% 2017 Senior Notes, due 2028
500 8 (3)(2)503 
4.25% 2018 Senior Notes, due 2029
400 — (2)(2)396 
4.875% 2018 Senior Notes, due 2048
400 (7)(6)(4)383 
0.950% 2019 Senior Notes, due 2030
853 — (2)(5)846 
3.75% 2020 Senior Notes, due 2025
700 (9)(1)(4)686 
3.25% 2020 Senior Notes, due 2050
300 — (4)(3)293 
2.55% 2020 Senior Notes, due 2060
500 — (4)(5)491 
2.00% 2021 Senior Notes, due 2031
600 — (8)(5)587 
2.75% 2021 Senior Notes, due 2041
600 — (13)(6)581 
3.10% 2021 Senior Notes, due 2061
500 — (7)(5)488 
Total long-term debt$7,521 $(10)$(48)$(50)$7,413 
December 31, 2020
Principal Amount
Fair Value of Interest Rate Swaps (1)
Unamortized (Discount) PremiumUnamortized Debt Issuance CostsCarrying Value
Notes Payable:
4.50% 2012 Senior Notes, due 2022
$500 $14 $(1)$(1)$512 
4.875% 2013 Senior Notes, due 2024
500 — (1)(1)498 
5.25% 2014 Senior Notes, due 2044
600 — 3 (5)598 
1.75% 2015 Senior Notes due 2027
612 — — (2)610 
2.625% 2017 Senior Notes, due 2023
500 12 — (2)510 
3.25% 2017 Senior Notes, due 2028
500 31 (4)(3)524 
4.25% 2018 Senior Notes, due 2029
400 — (3)(3)394 
4.875% 2018 Senior Notes, due 2048
400 — (6)(4)390 
0.950% 2019 Senior Notes, due 2030
918 — (3)(6)909 
3.75% 2020 Senior Notes, due 2025
700 (1)(1)(5)693 
3.25% 2020 Senior Notes, due 2050
300 — (4)(3)293 
2.55% 2020 Senior Notes, due 2060
500 — (4)(5)491 
Total long-term debt$6,430 $56 $(24)$(40)$6,422 
(1)The fair value of interest rate swaps in the table above represents the cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged debt.
Credit Facility
On December 17, 2021, the Company entered into a five-year senior, unsecured revolving credit facility with the capacity to borrow up to $1.25 billion, which expires December 2026. The 2021 Facility replaces the Company’s $1 billion 2018 Credit Facility that was scheduled to mature in November 2023. Further information on the key terms of these credit facilities is below.
The following summarizes information relating to the Company's revolving credit facilities:
December 31, 2021December 31, 2020
Issue DateCapacityMaturityDrawnUndrawnDrawnUndrawn
2018 Credit FacilityNovember 14, 2018$1,000 November 13, 2023 (Terminated in 2021)$— $— $— $1,000 
2021 Credit FacilityDecember 17, 2021$1,250 December 17, 2026$— $1,250 $— $— 
2018 Credit Facility
Interest on borrowings under the 2018 Credit Facility ranged from 0 BPS to 22.5 BPS per annum for Alternate Base Rate loans (as defined in the 2018 Facility agreement) or payable at rates based on the London InterBank Offered Rate (“LIBOR”) plus a premium that ranged from 80.5 BPS to 122.5 BPS depending on the Company’s index debt ratings, as set forth in the 2018 Facility agreement. The Company also paid quarterly facility fees, regardless of borrowing activity under the facility. The quarterly fees for the 2018 Facility ranged from 7 BPS of the facility amount to 15 BPS, depending on the Company’s index debt ratings. The 2018 Facility contained certain customary covenants including a financial covenant that required the Company to maintain a total debt to EBITDA ratio of (i) not more than 4 to 1 at the end of any fiscal quarter or (ii) not more than 4.5 to 1 as of the end of the first three consecutive quarters immediately following any acquisition with consideration in excess of $500 million, subject to certain conditions as set forth in the 2018 Facility agreement.
2021 Credit Facility
Interest on borrowings under the 2021 Credit Facility is payable at rates that are based on an adjusted term SOFR Rate plus a premium that can range from 80.5 basis points to 122.5 basis points, depending on the Company’s index debt ratings, as set forth in the 2021 Facility Agreement. The Company also has the option to choose other rates, such as those based on adjusted Daily Simple SOFR or an alternate base rate as set forth in the 2021 Facility Agreement. The Company also pays quarterly facility fees, regardless of borrowing activity under the Facility. The quarterly fees for the 2021 Facility can range from 7 basis points of the 2021 Credit Facility amount to 15 basis points, depending on the Company’s index debt ratings. The facility fees for the 2021 Credit Facility are subject to sustainability-based pricing adjustments based on the Company’s annual performance with respect to certain spending with vendors who have committed to and publicly announced the setting of science-based targets to reduce greenhouse gas emissions. The 2021 Facility contains a financial covenant that requires the Company to maintain a total debt to EBITDA Ratio of (i) not more than 4 to 1 at the end of any fiscal quarter or (ii) not more than 4.5 to 1 as of the end of the first three consecutive quarters immediately following any acquisition with consideration in excess of $500 million, subject to certain conditions as set forth in the 2021 Facility.
Commercial Paper
On August 3, 2016, the Company entered into a private placement commercial paper program under which the Company may issue CP notes up to a maximum amount of $1.0 billion. Borrowings under the CP Program are backstopped by the 2021 Facility. Amounts under the CP Program may be re-borrowed. The maturity of the CP Notes will vary, but may not exceed 397 days from the date of issue. The CP Notes are sold at a discount from par, or alternatively, sold at par and bear interest at rates that will vary based upon market conditions. The rates of interest will depend on whether the CP Notes will be a fixed or floating rate. The interest on a floating rate may be based on the following: (a) certificate of deposit rate; (b) commercial paper rate; (c) the federal funds rate; (d) the LIBOR; (e) prime rate; (f) Treasury rate; or (g) such other base rate as may be specified in a supplement to the private placement agreement. The CP Program contains certain events of default including, among other things: non-payment of principal, interest or fees; entrance into any form of moratorium; and bankruptcy and insolvency events, subject in certain instances to cure periods. As of December 31, 2021, the Company has no CP borrowings outstanding.
Notes Payable
The Company may prepay certain of its senior notes, in whole or in part, but may incur a Make-Whole Amount penalty.
During 2021, the Company issued the 2021 Senior Notes due 2031, the 2021 Senior Notes due 2041, and the 2021 Senior Notes due 2061. The key terms of these debt issuances are set forth in the table above.
Additionally, in 2021, the Company fully repaid $500 million of the 2012 Senior Notes due 2022 (along with a Make-Whole Amount of approximately $13 million). The Company also recognized in interest expense, net, an $8 million benefit relating to carrying value adjustments pursuant to the early termination of interest rate swaps designated as fair value hedges that were associated with the 2012 Senior Notes due 2022.
At December 31, 2021, the Company was in compliance with all covenants contained within all of the debt agreements. All of the debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of December 31, 2021, there were no such cross defaults.
The repayment schedule for the Company’s borrowings is as follows:
Year Ending
December 31,		2013 Senior Notes due 20242014 Senior Notes due 20442015 Senior Notes due 20272017 Senior Notes due 20232017 Senior Notes due 20282018 Senior Notes due 20292018 Senior Notes due 20482019 Senior Notes due 20302020 Senior Notes due 20252020 Senior Notes due 20502020 Senior Notes due 20602021 Senior Notes due 20312021 Senior Notes due 20412021 Senior Notes due 2061Total
2022$— $— $— $— $— $— $— $— $— $— $— $— $— $— $— 
2023— — — 500 — — — — — — — — — — $500 
2024500 — — — — — — — — — — — — — $500 
2025— — — — — — — — 700 — — — — — $700 
2026— — — — — — — — — — — — — — $— 
Thereafter— 600 568 — 500 400 400 853 — 300 500 600 600 500 5,821 
Total$500 $600 $568 $500 $500 $400 $400 $853 $700 $300 $500 $600 $600 $500 $7,521 
Interest expense, net
The following table summarizes the components of interest as presented in the consolidated statements of operations:
Year Ended December 31,
202120202019
Expense on borrowings$(185)$(163)$(176)
Expense on UTPs and other tax related liabilities(1)
21 (34)(28)
Net periodic pension costs—interest component (16)(19)(22)
Income9 11 17 
Capitalized— — 1 
Total$(171)$(205)$(208)
Interest paid (2)
$162 $132 $167 
(1)The amount for the year ended December 31, 2021 includes a $45 million benefit relating to the reversal of tax-related interest accruals pursuant to the resolution of tax matters.
(2)Interest paid includes net settlements on interest rate swaps more fully discussed in Note 7.
The fair value and carrying value of the Company’s debt as of December 31, 2021 and 2020 are as follows:
December 31, 2021December 31, 2020
Carrying AmountEstimated Fair
Value		Carrying AmountEstimated Fair
Value
4.50% 2012 Senior Notes, due 2022
$— $— $512 $530 
4.875% 2013 Senior Notes, due 2024
498 538 498 562 
5.25% 2014 Senior Notes, due 2044
591 805 598 828 
1.75% 2015 Senior Notes, due 2027
566 607 610 674 
2.625% 2017 Senior Notes, due 2023
504 509 510 522 
3.25% 2017 Senior Notes, due 2028
503 539 524 561 
4.25% 2018 Senior Notes, due 2029
396 451 394 480 
4.875% 2018 Senior Notes, due 2048
383 526 390 544 
0.950% 2019 Senior Notes, due 2030
846 866 909 974 
3.75% 2020 Senior Notes, due 2025
686 750 693 785 
3.25% 2020 Senior Notes, due 2050
293 311 293 329 
2.55% 2020 Senior Notes, due 2060
491 432 491 467 
2.00% 2021 Senior Notes, due 2031
587 581 — — 
2.75% 2021 Senior Notes, due 2041
581 579 — — 
3.10% 2021 Senior Notes, due 2061
488 488 — — 
Total$7,413 $7,982 $6,422 $7,256 
The fair value of the Company’s debt is estimated based on quoted market prices for similar instruments. Accordingly, the inputs used to estimate the fair value of the Company’s long-term debt are classified as Level 2 inputs within the fair value hierarchy.