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Debt
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
 
Debt consists of the following ($ in millions):
 December 31, 2024December 31, 2023
$2,500 million 4.25% Senior Notes, due December 15, 2027
$2,398 $2,395 
$2,300 million 2.45% Senior Notes, due July 15, 2028
2,302 2,303 
$3,500 million 4.625% Senior Notes, due December 15, 2029
3,277 3,277 
$2,000 million 3.375% Senior Notes, due February 15, 2030
2,000 2,000 
$2,200 million 3.00% Senior Notes, due October 15, 2030
2,200 2,200 
$2,200 million 2.50% Senior Notes, due March 1, 2031
2,200 2,200 
$1,300 million 2.625% Senior Notes, due August 1, 2031
1,300 1,300 
Total senior notes15,677 15,675 
Term Loan Facility2,006 2,115 
Revolving Credit Agreement950 150 
Finance leases and other— 11 
Debt issuance costs(100)(122)
Total debt18,533 17,829 
Less: current portion(110)(119)
 Long-term debt$18,423 $17,710 

Senior Notes

The indentures governing the senior notes listed in the table above contain restrictive covenants of Centene Corporation. At December 31, 2024, the Company was in compliance with all covenants.

Circle Health Debt Refinancing

In May 2022, the Company refinanced certain debt agreements for its Circle Health subsidiary with a new £250 million credit facility maturing in May 2025. The Company recognized a $13 million pre-tax gain on the extinguishment of the existing debt. As of December 31, 2023, £150 million was drawn on the facility, and was included in accounts payable and accrued expenses in the Consolidated Balance Sheets as a liability held for sale. The facility is guaranteed by the Company and has similar borrowing rates and covenants to the Company's Revolving Credit Agreement, except it uses the Sterling Overnight Index Average (SONIA) as the reference rate for the interest rate payable. In January 2024, the Company completed the divestiture of Circle Health and terminated the credit facility.

Revolving Credit Facility and Term Loan Credit Facility

In May 2023, the Company entered into a first amendment to the Company's Fourth Amended and Restated Credit Agreement. The amendment removed and replaced the interest rate benchmark based on the London Interbank Offered Rate (LIBOR) and related LIBOR-based mechanics applicable to U.S. dollar borrowings under the Amended and Restated Credit Agreement with an interest rate benchmark based on the Secured Overnight Financing Rate (SOFR) (including a customary credit spread adjustment) and related SOFR-based mechanics. Additionally, the amendment removed certain provisions which required the Company to make certain mandatory prepayments of the Term Loan Facility.
The Company has (i) unsecured $2,000 million multi-currency revolving credit facility (the Revolving Credit Facility), which includes a $300 million sub-limit for letters of credit and a $200 million sub-limit for swingline loans and (ii) a $2,200 million unsecured delayed-draw term loan facility (the Term Loan Facility, and together with the Revolving Credit Facility, the Company Credit Facility). Borrowings under the Revolving Credit Facility bear interest, at the Company's option, at SOFR, SONIA, Euro Interbank Offered Rate (EURIBOR), Swiss Average Rate Overnight (SARON), Tokyo Interbank Offered Rate (TIBOR), Bank Buying Rate (BBR) or base rates plus, in each case, an applicable margin between 1.50% to 1.125%, based on the total debt-to-EBITDA ratio and type of borrowing. Borrowings under the Term Loan Facility bear interest, at the Company's option, at SOFR or base rates plus, in each case, an applicable margin based on the total debt-to-EBITDA ratio. The Company has an uncommitted option to increase its Company Credit Facility by an additional $500 million plus certain additional amounts based on its total debt-to-EBITDA ratio. The Term Loan Facility includes scheduled amortization payments equal to 0% for the first year following closing, 2.5% for the second year following closing and 5% thereafter until maturity.

The Company Credit Facility contains financial covenants including maintenance of a minimum fixed charge coverage ratio and a restriction on the Company's maximum total debt-to-EBITDA ratio not to exceed 4.0 to 1.0. It also contains certain non-financial covenants including: limitations on incurrence of additional indebtedness; restrictions on incurrence of liens; restrictions on dividends and other restricted payments; restrictions on investments, mergers, consolidations and asset sales; and limitations on transactions with affiliates. As of December 31, 2024, the Company was in compliance with all financial and non-financial covenants under the Company Credit Facility.

As of December 31, 2024, the Company had $950 million of borrowings outstanding under the Revolving Credit Facility, with an interest rate of the base rate plus 0.25% margin, and $2,006 million of borrowings outstanding under the Company's Term Loan Facility.

The Revolving Credit Facility and the Term Loan Facility will mature on August 16, 2026.

Senior Note Debt Repurchase Program

In June 2022, the Company's Board of Directors authorized a $1,000 million senior note debt repurchase program in preparation for future debt reductions as part of the Company's strategic initiatives. No repurchases were made during the year ended December 31, 2024 and 2023. As of December 31, 2024, there was $700 million available under the senior note debt repurchase program.

Letters of Credit & Surety Bonds

The Company had outstanding letters of credit of $145 million as of December 31, 2024, which were not part of the Revolving Credit Facility. The letters of credit bore interest at 0.7% as of December 31, 2024. The Company had outstanding surety bonds of $844 million as of December 31, 2024.

Aggregate maturities for the Company's debt for the years ending December 31, are as follows ($ in millions):
Aggregate Maturities
2025$110 
20262,848 
20272,405 
20282,300 
20293,277 
Thereafter7,700 
Total$18,640 

The fair value of outstanding debt was approximately $16,929 million and $16,322 million at December 31, 2024 and 2023, respectively.