DEBT

3 Months Ended

Mar. 31, 2020

The carrying value of debt outstanding, net of unamortized debt issuance costs, was as follows at March 31, 2020 and December 31, 2019:



	March 31, 2020		December 31, 2019
	(in millions)
Short-term debt:
Commercial paper	$	500	$	300
Term note	1,000		—
Senior notes:
$400 million, 2.50% due December 15, 2020	398		399
Total short-term debt	$	1,898	$	699

Long-term debt:
Senior notes:
$600 million, 3.15% due December 1, 2022	$	598	$	598
$400 million, 2.90% due December 15, 2022	398		397
$600 million, 3.85% due October 1, 2024	597		597
$600 million, 4.50% due April 1, 2025	594		—
$600 million, 3.95% due March 15, 2027	596		595
$500 million, 3.125% due August 15, 2029	495		495
$500 million, 4.875% due April 1, 2030	494		—
$250 million, 8.15% due June 15, 2038	262		262
$400 million, 4.625% due December 1, 2042	396		396
$750 million, 4.95% due October 1, 2044	739		739
$400 million, 4.80% due March 15, 2047	396		396
$500 million, 3.95% due August 15, 2049	492		492
Total long-term debt	$	6,057	$	4,967

Senior Notes

In March 2020, we issued $600 million of 4.500% senior notes due April 1, 2025 and $500 million of 4.875% senior notes due April 1, 2030. Our net proceeds, reduced for the underwriters' discount and commission and offering expenses paid, were approximately $1,090 million. We intend to use the net proceeds for general corporate purposes, which may include the repayment of existing indebtedness.

Our senior notes, which are unsecured, may be redeemed at our option at any time at 100% of the principal amount plus accrued interest and a specified make-whole amount. The 8.15% senior notes are subject to an interest rate adjustment if the debt ratings assigned to the notes are downgraded (or subsequently upgraded). In addition, our senior notes contain a change of control provision that may require us to purchase the notes under certain circumstances.

Credit Agreement

Our 5-year, $2.0 billion unsecured revolving credit agreement expires May 2022. Under the credit agreement, at our option, we can borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion bears interest at either LIBOR plus a spread or the base rate plus a spread. If drawn upon, the revolving credit would revert to using the alternative base rate once LIBOR is discontinued. The LIBOR spread, currently 110.0 basis points, varies depending on our credit ratings ranging from 91.0 to 150.0 basis points. We also pay an annual facility fee regardless of utilization. This facility fee, currently 15.0 basis points, may fluctuate between 9.0 and 25.0 basis points, depending upon our credit ratings. The competitive advance portion of any borrowings will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based on LIBOR, at our option.

The terms of the credit agreement include standard provisions related to conditions of borrowing which could limit our ability to borrow additional funds. In addition, the credit agreement contains customary restrictive covenants and a financial covenant regarding maximum debt to capitalization of 50%, as well as customary events of default. We are in compliance with this financial covenant, with actual debt to capitalization of 39% as measured in accordance with the credit agreement as of March 31, 2020. Upon our agreement with one or more financial institutions, we may expand the aggregate commitments under the credit agreement to a maximum of $2.5 billion, through a $500 million incremental loan facility.

At March 31, 2020, we had no borrowings and no letters of credit outstanding under the credit agreement. Accordingly, as of March 31, 2020, we had $2.0 billion of remaining borrowing capacity (which excludes the uncommitted $500 million incremental loan facility under the credit agreement), none of which would be restricted by our financial covenant compliance requirement. We have other customary, arms-length relationships, including financial advisory and banking, with some parties to the credit agreement.

Commercial Paper

Under our commercial paper program we may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker dealers at any time not to exceed $2 billion. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. The maximum principal amount outstanding at any one time during the three months ended March 31, 2020 was $600 million, with $500 million outstanding at March 31, 2020 compared to $300 million outstanding at December 31, 2019. The outstanding commercial paper at March 31, 2020 had a weighted average annual interest rate of 2%.

Term Note

In February 2020, we entered into a new $1 billion term loan commitment with a bank that matures 1 year after the first draw, subject to a 1 year extension. In March 2020, we made a draw on the entire term loan commitment of $1 billion. The facility fee, interest rate and financial covenants are consistent with those of our revolving credit agreement. There is no prepayment penalty.