Debt

12 Months Ended

Dec. 31, 2020

10) DEBT

Our debt consists of the following:


At December 31,	2020		2019
Commercial paper	$	—	$	699
4.3% Senior Notes due 2021	—		300
4.5% Senior Notes due 2021	—		499
3.875% Senior Notes due 2021	—		597
2.250% Senior Notes due 2022	35		49
3.375% Senior Notes due 2022	415		698
3.125% Senior Notes due 2022	117		194
2.50% Senior Notes due 2023	196		398
3.25% Senior Notes due 2023	141		181
2.90% Senior Notes due 2023	242		396
4.25% Senior Notes due 2023	837		1,242
7.875% Debentures due 2023	139		187
7.125% Senior Notes due 2023	35		46
3.875% Senior Notes due 2024	490		489
3.70% Senior Notes due 2024	598		598
3.50% Senior Notes due 2025	596		592
4.75% Senior Notes due 2025	1,239		—
4.0% Senior Notes due 2026	791		789
3.45% Senior Notes due 2026	123		123
2.90% Senior Notes due 2027	691		688
3.375% Senior Notes due 2028	495		494
3.70% Senior Notes due 2028	492		491
4.20% Senior Notes due 2029	493		493
7.875% Senior Debentures due 2030	831		831
4.95% Senior Notes due 2031	1,220		—
4.20% Senior Notes due 2032	969		—
5.50% Senior Debentures due 2033	427		426
4.85% Senior Debentures due 2034	87		87
6.875% Senior Debentures due 2036	1,069		1,068
6.75% Senior Debentures due 2037	75		75
5.90% Senior Notes due 2040	298		297
4.50% Senior Debentures due 2042	45		45
4.85% Senior Notes due 2042	487		486
4.375% Senior Debentures due 2043	1,116		1,109
4.875% Senior Debentures due 2043	18		18
5.85% Senior Debentures due 2043	1,232		1,231
5.25% Senior Debentures due 2044	345		345
4.90% Senior Notes due 2044	540		539
4.60% Senior Notes due 2045	589		589
4.95% Senior Notes due 2050	942		—
5.875% Junior Subordinated Debentures due 2057	514		643
6.25% Junior Subordinated Debentures due 2057	643		643
Other bank borrowings	95		—
Obligations under finance leases	26		44
Total debt (a)	19,733		18,719
Less commercial paper	—		699
Less current portion of long-term debt	16		18
Total long-term debt, net of current portion	$	19,717	$	18,002

(a) At December 31, 2020 and 2019, the senior and junior subordinated debt balances included (i) a net unamortized discount of $491 million and $412 million, respectively, and (ii) unamortized deferred financing costs of $107 million and $92 million, respectively. The face value of our total debt was $20.33 billion at December 31, 2020 and $19.23 billion at December 31, 2019.

During the year ended December 31, 2020, we issued $4.50 billion of senior notes with interest rates ranging from 4.20% to 4.95% and due dates from 2025 to 2050. The net proceeds from these issuances are being used for the redemption of our long-term debt as well as for general corporate purposes. During the year ended December 31, 2020, we redeemed, prior to maturity, senior notes, debentures, and junior subordinated debentures totaling $2.77

billion, for an aggregate redemption price of $2.88 billion. These redemptions resulted in a pre-tax loss on extinguishment of debt of $126 million ($97 million, net of tax).

During the year ended December 31, 2019, we issued $500 million of 4.20% senior notes due 2029. We used the net proceeds from this issuance in the redemption of our $600 million outstanding 2.30% senior notes due August 2019. During 2019, we also repaid the $220 million aggregate principal amount of our 5.625% senior notes due September 2019 and the $90 million aggregate principal amount of our 2.75% senior notes due December 2019.

During the year ended December 31, 2018, we redeemed $1.13 billion of senior notes and debentures for a redemption price of $1.10 billion, resulting in a pre-tax gain on extinguishment of debt of $18 million ($14 million, net of tax).

Our 5.875% junior subordinated debentures due February 2057 and 6.25% junior subordinated debentures due February 2057 accrue interest at the stated fixed rates until February 28, 2022 and February 28, 2027, respectively, on which dates the rates will switch to floating rates based on three-month LIBOR plus 3.895% and 3.899%, respectively, reset quarterly. These debentures can be called by us at any time after the expiration of the fixed-rate period.

The interest rate payable on our 2.25% senior notes due February 2022 and 3.45% senior notes due October 2026, collectively the “Senior Notes”, will be subject to adjustment from time to time if Moody’s Investor Services, Inc. or S&P Global Ratings downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes. The interest rate on these Senior Notes would increase by 0.25% upon each credit agency downgrade up to a maximum of 2.00%, and would similarly be decreased for subsequent upgrades. At December 31, 2020, the outstanding principal amount of our 2.25% senior notes due February 2022 and 3.45% senior notes due October 2026 was $35 million and $124 million, respectively.

Some of our outstanding notes and debentures provide for certain covenant packages typical for an investment grade company. There is an acceleration trigger for the majority of the notes and debentures in the event of a change in control under specified circumstances coupled with ratings downgrades due to the change in control, as well as certain optional redemption provisions for our junior debentures.

At December 31, 2020, our scheduled maturities of long-term debt at face value, excluding finance leases, and the related interest payments were as follows:


																2026 and
	2021			2022			2023			2024			2025			Thereafter
Long-term debt		$	—		$	569		$	1,596		$	1,092		$	1,850	$	15,103

Commercial Paper

In January 2020, our commercial paper program was increased to $3.50 billion from $2.50 billion in conjunction with the new $3.50 billion revolving credit facility described below. At December 31, 2020, we had no outstanding commercial paper borrowings. At December 31, 2019, we had $699 million outstanding commercial paper borrowings under our commercial paper program at a weighted average interest rate of 2.07% and maturities of less than 90 days.

Credit Facility

In January 2020, the $2.50 billion revolving credit facility held by CBS prior to the Merger, with a maturity in June 2021, was terminated and the revolving credit facility held by Viacom prior to the Merger, with a maturity in

February 2024, was amended and restated to a $3.50 billion revolving credit facility with a maturity in January 2025 (the “Credit Facility”). The credit facility is used for general corporate purposes and to support commercial paper outstanding, if any. We may, at our option, also borrow in certain foreign currencies up to specified limits under the Credit Facility. Borrowing rates under the Credit Facility are determined at our option at the time of each borrowing and are generally based on either the prime rate in the U.S. or LIBOR plus a margin based on our senior unsecured debt rating, depending on the type and tenor of the loans entered. The Credit Facility has one principal financial covenant that requires our Consolidated Total Leverage Ratio to be less than 4.5x (which we may elect to increase to 5.0x for up to four consecutive quarters following a qualified acquisition) at the end of each quarter. The Consolidated Total Leverage Ratio reflects the ratio of our Consolidated Indebtedness at the end of a quarter, to our Consolidated EBITDA (each as defined in the amended credit agreement) for the trailing twelve-month period. We met the covenant as of December 31, 2020.

At December 31, 2020, we had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was $3.50 billion.

Other Bank Borrowings

At December 31, 2020, we had $95 million of bank borrowings with a weighted average interest rate of 3.50% under Miramax’s $300 million credit facility, which matures in April 2023.