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Long-Term Debt
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Long-Term Debt

NOTE 8 Long-Term Debt

Long-term debt at March 31, 2024 and December 31, 2023 consisted of the following:

 

(in millions)

 

March 31, 2024

 

 

December 31, 2023

 

Current portion of long-term debt:

 

 

 

 

 

 

Current portion of 5-year term loan facility expires 2026

 

$

25

 

 

$

25

 

Current portion of 3-year term loan facility expires 2025

 

 

300

 

 

 

—

 

Current portion of 5-year term loan facility expires 2027

 

 

50

 

 

 

44

 

Current portion of 4.200% senior notes, semi-annual interest payments, balloon due 2024

 

 

500

 

 

 

500

 

Total current portion of long-term debt

 

 

875

 

 

 

569

 

Long-term debt:

 

 

 

 

 

 

Note agreements:

 

 

 

 

 

 

4.500% senior notes, semi-annual interest payments, net of the unamortized discount,
   balloon due 2029

 

 

350

 

 

 

350

 

2.375% senior notes, semi-annual interest payments, net of the unamortized discount,
   balloon due 2031

 

 

700

 

 

 

700

 

4.200% senior notes, semi-annual interest payments, net of the unamortized discount,
   balloon due 2032

 

 

598

 

 

 

598

 

4.950% senior notes, semi-annual interest payments, net of the unamortized discount,
   balloon due 2052

 

 

592

 

 

 

592

 

Total notes

 

 

2,240

 

 

 

2,240

 

Credit agreements:

 

 

 

 

 

 

5-year term loan facility, periodic interest and principal payments, SOFR plus up to
   1.750%, expires October 27, 2026

 

 

187

 

 

 

194

 

5-year revolving loan facility, periodic interest payments, SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026

 

 

200

 

 

 

100

 

3-year term loan facility, periodic interest payments, SOFR plus up to 1.625%, expires March 31, 2025

 

 

—

 

 

 

300

 

5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027

 

 

400

 

 

 

412

 

Total credit agreements

 

 

787

 

 

 

1,006

 

Debt issuance costs (contra)

 

 

(18

)

 

 

(19

)

Total long-term debt less unamortized discount and debt issuance costs

 

 

3,009

 

 

 

3,227

 

Current portion of long-term debt

 

 

875

 

 

 

569

 

Total debt

 

$

3,884

 

 

$

3,796

 

Note agreements: The Company maintains senior notes aggregating to a total outstanding debt balance of $2,750 million exclusive of the associated discount balance as of March 31, 2024 and December 31, 2023.

Credit agreements: On October 27, 2021, the Company entered into an amended and restated credit agreement (the “Second Amended and Restated Credit Agreement”) with the lenders named therein, JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A., Truist Bank and BMO Harris Bank N.A. as co-syndication agents, and U.S. Bank National Association, Fifth Third Bank, National Association, Wells Fargo Bank, National Association, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc. and Citizens Bank, N.A. as co-documentation agents. The Second Amended and Restated Credit Agreement amended and restated the credit agreement dated April 17, 2014, among certain of such parties, as amended by that certain amended and restated credit agreement dated June 28, 2017 (the “Original Credit Agreement”). The Second Amended and Restated Credit Agreement, among other certain terms, extended the maturity of the Revolving Credit Facility of $800 million and unsecured term loans associated with the agreement of $250 million to October 27, 2026. At the time of the renewal, the Company added an additional $3 million in debt issuance costs related to the transaction. The Company carried forward $1 million of existing debt issuance costs related to the previous credit facility agreements after expensing debt issuance costs due to certain lenders exiting the renewed facility agreement. On February 10, 2023, the Company entered into Amendment No.1 ("Amendment") of the Second Amended and Restated Credit Agreement which provided that the overnight LIBOR should be replaced with a successor rate. The amendment also included additional terms and conditions for the Secured Overnight Financing Rate (“SOFR”) loans and Risk-free Reference Rate ("RFR") loans.

The Company also maintains credit agreements that include term loans and a Revolving Credit Facility, all having similar terms and covenants. The outstanding balances on the other term loans as of March 31, 2024 was $962 million and on December 31, 2023, the outstanding balance on these term loans was $975 million. As of March 31, 2024 there was a $200 million outstanding balance on the Revolving Credit Facility and as of December 31, 2023, there was a $100 million outstanding balance on the Revolving Credit Facility.

The Second Amended and Restated Credit Agreement and Loan Agreement require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of March 31, 2024 and December 31, 2023.

The 1-month Term SOFR Rate for the term loan and Revolving Credit Facility of the Second Amended and Restated Credit Agreement is 5.430% and 5.423%, respectively, while the 1-month Term SOFR Rate for the Term A-1 Loans and Term A-2 Loans is 5.427% as of March 31, 2024. These SOFR rates are inclusive of a 0.100% credit-spread adjustment per the terms of the relevant agreements.

Fair value information about financial instruments not measured at fair value

 

The following tables presents liabilities that are not measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

(in millions)

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

500

 

 

$

496

 

 

$

500

 

 

$

495

 

Long-term debt

 

$

2,240

 

 

$

2,009

 

 

$

2,240

 

 

$

1,993

 

The carrying value of the Company's borrowings under various credit agreements approximates its fair value due to the variable interest rate based upon adjusted SOFR. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments as they are corroborated by observable market data.