Note 10. Long-Term Debt

Our debt consists of the following:



	December 31, 2016					December 31, 2015
(millions, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Revolving Credit Facility, due August 27, 2020	$	—		—		$	—		—
Noble Midstream Revolving Credit Facility, due September 20, 2021	—			—		—			—
Capital Lease and Other Obligations	375			—		403			—
Term Loan Facility, due January 6, 2019	550			2.01	%	—			—
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⁾	379			5.63	%	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⁾	18			5.88	%	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⁾	8			5.88	%	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	$	7,114				$	7,976
Unamortized Discount	(23		)			(24		)
Unamortized Premium ⁽²⁾	17					113
Unamortized Debt Issuance Costs	(34		)			(36		)
Total Debt, Net of Discount	$	7,074				$	8,029
Less Amounts Due Within One Year
Capital Lease and Other Obligations	(63		)			(53		)
Long-Term Debt Due After One Year	$	7,011				$	7,976


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


⁽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.

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

Our Revolving 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 Revolving Credit Facility and require the immediate repayment of any outstanding advances under the Revolving Credit Facility. As of December 31, 2016, we were in compliance with our debt covenants.

The Revolving 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.

Noble Midstream Services Revolving Credit Facility On September 20, 2016, Noble Midstream Services LLC, a subsidiary of Noble Midstream Partners, entered into a credit agreement for a $350 million revolving credit facility (Noble Midstream Revolving Credit Facility). The Noble Midstream Revolving Credit Facility has a five year maturity and includes a letter of credit sublimit of up to $100 million for issuances of letters of credit. The borrowing capacity on the Noble Midstream Revolving Credit Facility may be increased by an additional $350 million subject to certain conditions and is available to fund working capital and to finance acquisitions and other capital expenditures of Noble Midstream Partners.

Borrowings by Noble Midstream Services under the Noble Midstream Revolving Credit Facility bear interest at a rate equal to an applicable margin plus, at Noble Midstream Service's option, either:


•	in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus 0.5% and (3) the LIBOR for an interest period of one month plus 1.00%; or


•	in the case of London interbank offered rate (LIBOR) borrowings, the offered rate per annum for deposits of dollars for the applicable interest period.

The Noble Midstream Revolving Credit Facility includes certain financial covenants as of the end of each fiscal quarter, including a (1) consolidated leverage ratio to consolidated adjusted earnings before interest expense, income taxes, depreciation, depletion, and amortization (EBITDA) and (2) consolidated interest coverage ratio (each covenant as described in the Noble Midstream Revolving Credit Facility). All obligations of Noble Midstream Services, as the borrower under the Noble Midstream Revolving Credit Facility, are guaranteed by Noble Midstream Partners and all wholly-owned material subsidiaries of Noble Midstream Partners. Debt issuance costs associated with this facility were de minimis.

Term Loan Agreement and Completed Tender Offers On January 6, 2016, we entered into a term loan agreement (Term Loan Facility) 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 $1.4 billion. Provisions of the Term Loan Facility are consistent with those in the Revolving Credit Facility. Borrowings under the Term Loan Facility may be prepaid prior to maturity without premium. The Term Loan Facility accrues interest, at our option, at either (a) a base rate equal to the highest of (i) the rate announced by Citibank, N.A., as its prime rate, (ii) the Federal Funds Rate plus 0.5%, and (iii) a LIBOR plus 1.0%, plus a margin that ranges from 10 basis points to 75 basis points depending upon our credit rating, or (b) a LIBOR, plus a margin that ranges from 100 basis points to 175 basis points depending upon our credit rating. The interest rate for our Term Loan Facility is 2.01% as of December 31, 2016.

In connection with the Term Loan Facility, 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 in the Rosetta Merger. The borrowings under the Term Loan Facility were used solely to fund the tender offers. Approximately $1.4 billion of notes were validly tendered and accepted by us, with a corresponding amount borrowed under the new Term Loan Facility. As a result, we recognized a gain of $80 million which is reflected in other operating (income) expense, net in our consolidated statements of operations.

In fourth quarter 2016, we prepaid $850 million of borrowings under our Term Loan Facility from cash on hand.

See Note 13. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of debt.

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.

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, 2016
2017	$	—
2018	—
2019	1,550
2020	—
2021	1,379
Thereafter	3,810
Total	$	6,739