Note 10. Long-Term Debt

Our debt consists of the following:



	December 31, 2015					December 31, 2014
(millions, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Credit Facility, due August 27, 2020	$	—		—		$	—		—
Capital Lease and Other Obligations	403			—		413			—
8.25% Senior Notes, due March 1, 2019	1,000			8.25	%	1,000			8.25	%
5.625% Senior Notes, due May 1, 2021 ⁽¹⁾	693			5.63	%	—			—	%
4.15% Senior Notes, due December 15, 2021	1,000			4.15	%	1,000			4.15	%
5.875% Senior Notes, due June 1, 2022 ⁽¹⁾	597			5.88	%	—			—	%
7.25% Senior Notes, due October 15, 2023	100			7.25	%	100			7.25	%
5.875% Senior Notes, due June 1, 2024 ⁽¹⁾	499			5.88	%	—			—
3.90% Senior Notes, due November 15, 2024	650			3.90	%	650			3.90	%
8.00% Senior Notes, due April 1, 2027	250			8.00	%	250			8.00	%
6.00% Senior Notes, due March 1, 2041	850			6.00	%	850			6.00	%
5.25% Senior Notes, due November 15, 2043	1,000			5.25	%	1,000			5.25	%
5.05% Senior Notes, due November 15, 2044	850			5.05	%	850			5.05	%
7.25% Senior Debentures, due August 1, 2097	84			7.25	%	84			7.25	%
Total	$	7,976				$	6,197
Unamortized Discount	(24		)			(26		)
Unamortized Premium ⁽²⁾	113					—
Unamortized Debt Issuance Costs	(36		)			(35		)
Total Debt, Net of Discount	$	8,029				$	6,136
Less Amounts Due Within One Year
Capital Lease and Other Obligations	(53		)			(68		)
Long-Term Debt Due After One Year	$	7,976				$	6,068

⁽¹⁾ Represents senior notes assumed in the Rosetta Merger. See Note 3. Merger, Acquisitions and Divestitures.

⁽²⁾Debt premium is attributable to senior notes assumed in the Rosetta Merger.

All of our long-term debt is senior unsecured debt and is, therefore, pari passu with respect to the payment of both principal and interest. The indenture documents of each of our notes provide that we may prepay the instruments by creating a defeasance trust. The defeasance provisions require that the trust be funded with securities sufficient, in the opinion of a nationally recognized accounting firm, to pay all scheduled principal and interest due under the respective agreements. Interest on each of these issues is payable semi-annually. Debt issuance costs of approximately $12 million related to our Credit Facility remain and are being amortized to expense over the life of the Credit Facility.

Credit Facility On August 27, 2015, we amended our $4.0 billion Credit Facility to extend the maturity date to August 27, 2020. We periodically borrow amounts for working capital purposes.

Our Credit Facility (i) provides for facility fee rates that range from 10 basis points to 25 basis points per year depending upon our credit rating, (ii) includes sub-facilities for short-term loans and letters of credit up to an aggregate amount of $500 million under each sub-facility and (iii) provides for interest rates that are based upon the Eurodollar rate plus a margin that ranges from 90 basis points to 150 basis points depending upon our credit rating.

The Credit Agreement requires that our total debt to capitalization ratio (as defined in the Credit Agreement), expressed as a percentage, not exceed 65% at any time. A violation of this covenant could result in a default under the Credit Agreement, which would permit the participating banks to restrict our ability to access the Credit Facility and require the immediate repayment of any outstanding advances under the Credit Facility. As of December 31, 2015, we were in compliance with our debt covenants.

The Credit Facility is available for general corporate purposes. Certain lenders that are a party to the Credit Agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for us for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.

Debt Exchange On July 29, 2015, we completed our debt exchange offers to exchange all validly tendered and accepted senior notes assumed in the Rosetta Merger. We were able to exchange 99.4% of the outstanding Rosetta senior notes, whereby we issued (i) $693 million senior unsecured 5.625% notes due May 1, 2021, (ii) $597 million senior unsecured 5.875% notes due June 1, 2022 and (iii) $499 million senior unsecured 5.875% notes due June 1, 2024. We incurred financing costs of $12 million related to the debt exchange. We also repaid the balance outstanding under, and terminated, Rosetta's credit facility of $70 million.

2014 Debt Offering On November 7, 2014, we closed an offering of $650 million senior unsecured 3.90% notes due November 15, 2024 and $850 million senior unsecured 5.05% notes due November 15, 2044, receiving aggregate net proceeds of almost $1.5 billion. Both notes pay interest semiannually. Approximately $1.1 billion of the net proceeds were used to repay outstanding indebtedness under our Credit Facility and the balance of the proceeds has been used for general corporate purposes.

Capital Lease and Other Obligations The amounts of the capital lease obligations are based on the discounted present value of future minimum lease payments, and therefore do not reflect future cash lease payments. Amounts due within one year equal the amount by which the capital lease obligations are expected to be reduced during the next 12 months. See Note 18. Commitments and Contingencies for future capital lease payments.

Annual Debt Maturities Annual maturities of outstanding debt, excluding capital lease payments, are as follows:



(millions)	Debt Principal Payments
December 31, 2015
2016	$	—
2017	—
2018	—
2019	1,000
2020	—
Thereafter	6,573
Total	$	7,573

Subsequent Event On January 6, 2016, we entered into a term loan agreement with Citibank, N.A., as administrative agent, Mizuho Bank, Ltd., as syndication agent, and certain other financial institutions party thereto, which provides for a three-year term loan facility for a principal amount of up to $1.4 billion. Provisions of the term loan are consistent with those in the Credit Facility. Borrowings under the term loan agreement may be prepaid prior to maturity without premium. In connection with the term loan, we launched cash tender offers for the 5.875% Senior Notes due June 1, 2024, 5.875% Senior Notes due June 1, 2022 and 5.625% Senior Notes due May 1, 2021, all of which were assumed as part of the Rosetta Merger. The borrowings under the term loan will be used solely to fund the tender offers. As of January 21, 2016, approximately $1.38 billion of notes had been validly tendered and accepted by the Company, with a corresponding amount borrowed under the new term loan. We are currently evaluating the accounting for the tendered notes to determine the impact, if any, it may have on our financial position and results of operations.