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DEBT
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
DEBT DEBT
The carrying value of debt outstanding was as follows at December 31, 2021 and 2020:
20212020
 (in millions)
Short-term debt:
Commercial paper$955 $600 
Senior notes:
$600 million, 3.15% due December 1, 2022
599 — 
$400 million, 2.90% due December 15, 2022
399 — 
Total senior notes998 — 
Total short-term debt$1,953 $600 
Long-term debt:
Senior notes:
$600 million, 3.15% due December 1, 2022
— 598 
$400 million, 2.90% due December 15, 2022
— 398 
$1.5 billion, 0.65% due August 3, 2023
1,492 — 
$600 million, 3.85% due October 1, 2024
598 598 
$600 million, 4.50% due April 1, 2025
596 595 
$750 million, 1.35% due February 3, 2027
742 — 
$600 million, 3.95% due March 15, 2027
596 596 
$500 million, 3.125% due August 15, 2029
496 495 
$500 million, 4.875% due April 1, 2030
495 494 
$750 million, 2.15% due February 3, 2032
741 — 
$250 million, 8.15% due June 15, 2038
261 262 
$400 million, 4.625% due December 1, 2042
396 396 
$750 million, 4.95% due October 1, 2044
740 739 
$400 million, 4.80% due March 15, 2047
395 396 
$500 million, 3.95% due August 15, 2049
493 493 
Term loans:
Term loan, due October 29, 20232,000 — 
Delayed draw term loan, due May 28, 2024500 — 
Total long-term debt$10,541 $6,060 
Maturities of the short-term and long-term debt for the years ending December 31, are as follows:
For the years ending December 31,(in millions)
2022$1,955 
20233,500 
20241,100 
2025600 
2026— 
Thereafter5,400 
Senior Notes
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.     
In August 2021, we issued $1.5 billion of 0.650% unsecured senior notes due August 3, 2023, $750 million of 1.350% unsecured senior notes due February 3, 2027 and $750 million of 2.150% unsecured senior notes due February 3, 2032. Our net proceeds, reduced for the underwriters' discounts and commissions paid, were $2,984 million. We used the net proceeds, together with cash on hand and borrowings under our $500 million delayed draw term loan, to fund the purchase price of KAH and to pay related fees and expenses.
Delayed Draw Term Loan Credit Agreement

In May 2021, we entered into a $500 million unsecured delayed draw term loan credit agreement. Under the term loan credit agreement, loans bear interest at either LIBOR plus a spread or the base rate plus a spread. The loans under the term loan credit agreement mature on the third anniversary of the funding date. The LIBOR spread, currently 125 basis points, varies depending on our credit ratings ranging from 100.0 to 162.5 basis points. The term loan credit agreement provides for the transition from LIBOR and does not require amendment in connection with such transition.

In August 2021, we borrowed $500 million under the delayed draw term loan agreement, which was used, in combination with other debt financing, to fund the approximate $5.8 billion transaction price of Kindred at Home. The term loan credit agreement contains customary restrictive covenants and a financial covenant regarding maximum debt to capitalization of 60%, as well as customary events of default. We are in compliance with this financial covenant, with actual debt to capitalization of 43.7% as measured in accordance with the term loan credit agreement as of December 31, 2021.

We have other customary relationships, including financial advisory and banking, with some parties to the term loan agreement.

October 2021 Term Loan Agreement

On October 29, 2021, we entered into a $2.0 billion term loan credit agreement, which we refer to as the October 2021 Term Loan Agreement, with certain lending banks and other financial institutions. Proceeds of the October 2021 Term Loan Agreement were applied to finance the repayment in full of the outstanding KAH debt.

Loans under the October 2021 Term Loan Agreement bear interest at adjusted Term SOFR, as defined in the October 2021 Term Loan Agreement, or the base rate plus a spread. The applicable margin, currently 112.5 basis points, varies depending on our credit ratings ranging from 87.5 to 137.5 basis points. The loans under the October 2021 Term Loan Agreement will mature on October 29, 2023. The October 2021 Term Loan Agreement contains customary covenants, including a maximum debt to capitalization financial condition covenant regarding maximum debt to capitalization of 60%, as well as customary events of default. We are in compliance with this financial covenant, with actual debt to capitalization of 43.7% as measured in accordance with the term loan credit agreement as of December 31, 2021. We have other relationships, including financial advisory and banking, with some parties to the October 2021 Term Loan Agreement.

At the time of the repayment in full of the KAH debt, there was $1.9 billion of outstanding debt thereunder and no prepayment penalty was due.
Revolving Credit Agreements

In June 2021, we entered into two separate revolving credit agreements: (i) a 5-year, $2.5 billion unsecured revolving credit agreement and (ii) a 364-day $1.5 billion unsecured revolving credit agreement. Under the revolving credit agreements, 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. 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 revolving credit agreements provide for the transition from LIBOR and do not require amendment in connection with such transition.

The LIBOR spread, currently 110.0 basis points under the 5-year revolving credit agreements and 115.0 basis points under the 364-day revolving credit agreement, varies depending on our credit ratings ranging from 91.0 to 140.0 basis points under the 5-year revolving credit agreement and from 93.0 to 145.0 basis points under the 364-day revolving credit agreement. We also pay an annual facility fee regardless of utilization. This facility fee, currently 15.0 basis points, under the 5-year revolving credit agreement and 10.0 basis points under the 364-day revolving agreement, varies depending on our credit ratings ranging from 9.0 to 22.5 basis points under the 5-year revolving credit agreement and from 7.0 to 17.5 basis points under the 364-day revolving credit agreement.
The terms of the revolving credit agreements include standard provisions related to conditions of borrowing which could limit our ability to borrow additional funds. In addition, the credit agreements contain customary restrictive covenants and a financial covenant regarding maximum debt to capitalization of 60%, as well as customary events of default. We are in compliance with this financial covenant, with actual debt to capitalization of 43.7% as measured in accordance with the revolving credit agreements as of December 31, 2021. Upon our agreement with one or more financial institutions, we may expand the aggregate commitments under the revolving credit agreements by up to $750 million in the aggregate, to a maximum of $4.75 billion, across the 5-year and 364-day revolving credit agreements.
At December 31, 2021, we had no borrowings and approximately $75 million of letters of credit outstanding under the revolving credit agreements, including those of KAH. Accordingly, as of December 31, 2021, we had $2.4 billion of remaining borrowing capacity under the 5-year revolving credit agreement and $1.5 billion of remaining borrowing capacity under the 364-day revolving credit agreement (which excludes the uncommitted $750 million of incremental loan facilities), none of which would be restricted by our financial covenant compliance requirement.
We have other customary relationships, including financial advisory and banking, with some parties to the revolving credit agreements.
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. On February 10, 2022, we increased the size of our commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $4 billion compared to the prior amount 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 year ended December 31, 2021 was $1,155 million, with $955 million outstanding at December 31, 2021 compared to $600 million outstanding at December 31, 2020. The outstanding commercial paper at December 31, 2021 had a weighted average annual interest rate of 0.33%.
Other Short-term Borrowings
We are a member, through one subsidiary, of the Federal Home Loan Bank of Cincinnati, or FHLB. As a member we have the ability to obtain short-term cash advances, subject to certain minimum collateral requirements. At December 31, 2021 we had no outstanding short-term FHLB borrowings.