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Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt DEBT
Our debt consists of the following:
At December 31,20232022
7.875% Debentures due 2023
$— $139 
7.125% Senior Notes due 2023
— 35 
4.75% Senior Notes due 2025
125 552 
4.0% Senior Notes due 2026
345 795 
3.45% Senior Notes due 2026
86 124 
2.90% Senior Notes due 2027
581 694 
3.375% Senior Notes due 2028
497 496 
3.70% Senior Notes due 2028
495 494 
4.20% Senior Notes due 2029
496 495 
7.875% Senior Debentures due 2030
830 830 
4.95% Senior Notes due 2031
1,229 1,226 
4.20% Senior Notes due 2032
977 975 
5.50% Senior Debentures due 2033
428 427 
4.85% Senior Debentures due 2034
87 87 
6.875% Senior Debentures due 2036
1,071 1,071 
6.75% Senior Debentures due 2037
75 75 
5.90% Senior Notes due 2040
298 298 
4.50% Senior Debentures due 2042
45 45 
4.85% Senior Notes due 2042
489 488 
4.375% Senior Debentures due 2043
1,138 1,130 
4.875% Senior Debentures due 2043
18 18 
5.85% Senior Debentures due 2043
1,234 1,233 
5.25% Senior Debentures due 2044
345 345 
4.90% Senior Notes due 2044
541 541 
4.60% Senior Notes due 2045
591 590 
4.95% Senior Notes due 2050
948 946 
6.25% Junior Subordinated Debentures due 2057
643 643 
6.375% Junior Subordinated Debentures due 2062
989 989 
Other bank borrowings— 55 
Obligations under finance leases1 10 
Total debt (a)
14,602 15,846 
Less current portion of long-term debt
1 239 
Total long-term debt, net of current portion$14,601 $15,607 
(a) At December 31, 2023 and 2022, the senior and junior subordinated debt balances included (i) a net unamortized discount of $419 million and $442 million, respectively, and (ii) unamortized deferred financing costs of $81 million and $89 million, respectively. The face value of our total debt was $15.10 billion at December 31, 2023 and $16.38 billion at December 31, 2022.

Senior Debt
During the fourth quarter of 2023, we repurchased $1.04 billion of our outstanding senior notes due between 2025 and 2027 through a tender offer, for an aggregate repurchase price of $1.00 billion. These repurchases resulted in a pre-tax gain on extinguishment of debt of $29 million. In 2023, we also repaid our $139 million of 7.875% debentures and $35 million of 7.125% senior notes, each at maturity.

In 2022, we redeemed senior notes totaling $2.39 billion, prior to maturity, for an aggregate redemption price of $2.49 billion and redeemed, at par, our $520 million of 5.875% junior subordinated debentures due February 2057. These redemptions resulted in a total pre-tax loss on extinguishment of debt of $120 million.
In 2021, we redeemed senior notes totaling $1.99 billion, prior to maturity, for an aggregate redemption price of $2.11 billion resulting in a pre-tax loss on extinguishment of debt of $128 million.

Our outstanding senior notes and debentures provide for certain covenant packages typical for an investment grade company. There is an acceleration trigger for $9.67 billion of the senior notes and debentures that requires us to make a redemption offer at 101% of the principal amount plus accrued and unpaid interest in the event of ratings downgrades to below investment grade by all three ratings agencies (Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Ratings, Ltd.) due to a change of control.

Junior Debt
In 2022, we issued $1.00 billion of 6.375% junior subordinated debentures due 2062. The interest rate on these debentures will reset on March 30, 2027, and every five years thereafter to a fixed rate equal to the 5-year Treasury Rate (as defined pursuant to the terms of the debentures) plus a spread of 3.999% from March 30, 2027, 4.249% from March 30, 2032 and 4.999% from March 30, 2047. These debentures can be called by us at par plus a make whole premium any time before March 30, 2027, or at par on March 30, 2027 or on any interest payment date thereafter.

Our $643 million of 6.25% junior subordinated debentures due February 2057 accrue interest at the stated fixed rate until February 28, 2027, on which date the rate will switch to a floating rate. Under the terms of the debentures the floating rate is based on three-month LIBOR plus 3.899%, reset quarterly, however, with the phasing out of LIBOR and the passage of the Adjustable Interest Rate (LIBOR) Act, signed into law on March 15, 2022, it is expected that the 6.25% junior subordinated debentures due 2057 will, upon switching to a floating rate, bear interest at a replacement rate based on three-month CME Term Secured Overnight Financing Rate (SOFR). These debentures can be called by us at par at any time after the expiration of the fixed-rate period.

Our junior subordinated debentures also provide for certain covenant packages. In the event of ratings downgrades by all three rating agencies due to a change of control, there is a provision in the junior subordinated debentures that requires us to either elect to redeem the debentures at 101% of the principal amount plus accrued and unpaid interest or, if we elect not to redeem the debentures, the interest rate will be increased by 5 percentage points.

Long-Term Debt Maturities
At December 31, 2023, our scheduled maturities of long-term debt at face value, which excludes payments for the related interest and finance leases, were as follows:
2029 and
20242025202620272028Thereafter
Long-term debt$— $126 $433 $584 $1,000 $12,958 
Commercial Paper
At both December 31, 2023 and 2022, we had no outstanding commercial paper borrowings.

Credit Facility
During 2023, we amended and extended our $3.50 billion revolving credit facility (the “Credit Facility”), which now matures in January 2027 (the “2023 Amendment”). The Credit Facility is used for general corporate purposes and to support commercial paper borrowings, 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 the time of each borrowing and are generally based on either the prime rate in the U.S. or an applicable benchmark rate plus a margin (based on our senior unsecured debt rating), depending on the type and tenor of the loans entered into. Under the 2023 Amendment, we replaced LIBOR as the benchmark rate for loans denominated in U.S. dollars with Term SOFR. The benchmark rate for loans denominated in euros, sterling and yen is based on EURIBOR, SONIA and TIBOR, respectively. The Credit Facility also includes a provision that the occurrence of a change of control of Paramount will be an event of default that would give the lenders the right to accelerate any outstanding loans and terminate their commitments. At December 31, 2023, we had no borrowings outstanding under the Credit Facility and the availability under the Credit Facility was $3.50 billion.

The Credit Facility has one principal financial covenant which sets a maximum Consolidated Total Leverage Ratio (“Leverage Ratio”) at the end of each quarter, which prior to the 2023 Amendment was 4.5x. Under the 2023 Amendment, the maximum Leverage Ratio was increased to 5.75x for each quarter through and including the quarter ending September 30, 2024, and will then decrease to 5.5x for the quarters ending December 31, 2024 and March 31, 2025, with decreases of 0.25x for each subsequent quarter until it reaches 4.5x for the quarter ending March 31, 2026. The Leverage Ratio reflects the ratio of our Consolidated Indebtedness, net of unrestricted cash and cash equivalents at the end of a quarter, to our Consolidated EBITDA (each as defined in the amended credit agreement) for the trailing twelve-month period. Under the 2023 Amendment, the definition of the Leverage Ratio was also modified to set the maximum amount of unrestricted cash and cash equivalents that can be netted against Consolidated Indebtedness to $1.50 billion for quarters ending on or after September 30, 2024. In addition, under the 2023 Amendment, Simon & Schuster was treated as a continuing operation for the purposes of calculating Consolidated EBITDA until its disposition in October 2023. We met the covenant as of December 31, 2023.

Other Bank Borrowings
At December 31, 2023, we had no outstanding bank borrowings under Miramax’s $50 million credit facility, which matures in November 2024. This facility replaced the previous $300 million credit facility that matured in April 2023. At December 31, 2022, we had $55 million of bank borrowings under the previous facility with a weighted average interest rate of 7.09%.