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DEBT
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
DEBT DEBT
The carrying value of debt outstanding, net of unamortized debt issuance costs, was as follows at September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
(in millions)
Short-term debt:
Commercial paper$2,245 $595 
Senior notes:
$1.5 billion, 0.650% due August 3, 2023
— 1,497 
Total senior notes— 1,497
Total short-term debt$2,245 $2,092 
Long-term debt:
Senior notes:
$600 million, 3.850% due October 1, 2024
$572 $599 
$600 million, 4.500% due April 1, 2025
598 597 
$500 million, 5.700% due March 13, 2026
497 — 
$750 million, 1.350% due February 3, 2027
688 745 
$600 million, 3.950% due March 15, 2027
537 597 
$500 million, 5.750% due March 1, 2028
495 494 
$750 million, 3.700% due March 23, 2029
689 743 
$500 million, 3.125% due August 15, 2029
458 496 
$500 million, 4.875% due April 1, 2030
496 495 
$750 million, 2.150% due February 3, 2032
743 743 
$750 million, 5.875% due March 1, 2033
715 739 
$250 million, 8.150% due June 15, 2038
261 261 
$400 million, 4.625% due December 1, 2042
396 396 
$750 million, 4.950% due October 1, 2044
740 740 
$400 million, 4.800% due March 15, 2047
396 396 
$500 million, 3.950% due August 15, 2049
493 493 
$750 million, 5.500% due March 15, 2053
709 — 
Total senior notes9,483 8,534 
Term loans:
Delayed draw term loan, due May 28, 2024— 500
Total term loans— 500
Total long-term debt$9,483 $9,034 
Senior Notes
In March 2023, we issued $500 million of 5.700% unsecured senior notes due March 13, 2026 and $750 million of 5.500% unsecured senior notes due March 15, 2053. Our net proceeds, reduced for the underwriters' discounts and commissions paid, were $1.2 billion. We used the net proceeds to repay outstanding amounts under our $500 million Delayed Draw Term Loan. The remaining net proceeds will be used for general corporate purposes, which include the repayment of existing indebtedness, including borrowings under our commercial paper program.
In August 2023, we entered into a Rule 10b5-1 Repurchase Plan to repurchase a portion of our $750 million aggregate principal amount of 1.350% senior notes maturing in February 2027, our $600 million aggregate principal amount of 3.950% senior notes maturing in March 2027, our $750 million aggregate principal amount of 3.700%
senior notes maturing in March 2029, and our $500 million aggregate principal amount of 3.125% senior notes maturing in August 2029 during the period beginning on August 7, 2023 and ending on November 15, 2023. For the three months ended September 30, 2023, we repurchased $213 million principal amount of these senior notes for approximately $196 million cash.
In March 2023, we entered into a Rule 10b5-1 Repurchase Plan to repurchase a portion of our $1.5 billion aggregate principal amount of 0.650% senior notes maturing in August 2023 and our $600 million aggregate principal amount of 3.850% senior notes maturing in October 2024 during the period beginning on March 13, 2023 and ending on July 21, 2023. For the nine months ended September 30, 2023, we repurchased $361 million principal amount of these senior notes for approximately $358 million cash. In August 2023, we repaid the remaining $1.2 billion aggregate principal amount of our 0.650% senior notes due on their maturity date of August 3, 2023.
During the third quarter of 2023, we entered into interest rate swap agreements to exchange the fixed interest rate under our 5.875% and 5.500% senior notes for a variable interest rate based on SOFR, as further described in Note 5. As a result, the carrying value of these senior notes has been adjusted to reflect changes in value caused by an increase or decrease in interest rates. The cumulative, aggregate adjustment to the carrying value of the 5.875% and 5.500% senior notes was $26 million and $5 million, respectively, at September 30, 2023.
For additional information regarding our Senior Notes, refer to Note 13 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2022 Form 10-K.
Revolving Credit Agreements
In June 2023, we entered into an amended and restated 5-year, $2.5 billion unsecured revolving credit agreement (replacing the 5-year, $2.5 billion unsecured revolving credit agreement entered in June 2021) and entered into a 364-day $1.5 billion unsecured revolving credit agreement (replacing the 364-day $1.5 billion unsecured revolving credit agreement entered in June 2022, which expired in accordance with its terms).
Under the 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 Term SOFR 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 Term SOFR, at our option.
The SOFR spread, currently 103.5 basis points under the 5-year revolving credit agreement and 105.5 basis points under the 364-day revolving credit agreement, varies depending on our credit ratings ranging from 92.0 to 130.0 basis points under the 5-year revolving credit agreement and from 94.0 to 135.0 basis points under the 364-day revolving credit agreement. We also pay an annual facility fee regardless of utilization. This facility fee, currently 9.0 basis points, under the 5-year revolving credit agreement and 7.0 basis points under the 364-day revolving agreement, varies depending on our credit ratings ranging from 8.0 to 20.0 basis points under the 5-year revolving credit agreement and from 6.0 to 15.0 basis points under the 364-day revolving credit agreement.
Our 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 41.1% as measured in accordance with the revolving credit agreements as of September 30, 2023.
At September 30, 2023, we had no borrowings and approximately $18 million of letters of credit outstanding under the revolving credit agreements. Accordingly, as of September 30, 2023, we had $2.482 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.
For additional information regarding our Revolving Credit Agreements, refer to Note 13 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2022 Form 10-K.
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. 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 nine months ended September 30, 2023 was $2.3 billion, with $2.2 billion outstanding at September 30, 2023 compared to $0.6 billion outstanding at December 31, 2022. The outstanding commercial paper at September 30, 2023 had a weighted average annual interest rate of 5.58%.
For additional information regarding our Commercial Paper refer to Note 13 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2022 Form 10-K.
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 September 30, 2023 we had no outstanding short-term FHLB borrowings.