Debt

3 Months Ended

Mar. 31, 2020

All our debt is held at the parent, which is reported in the Other segment. The following table summarizes our outstanding debt obligations and their classification in the accompanying consolidated balance sheets:



	March 31, 2020			December 31, 2019
	(In millions)
Current portion of long-term debt:
Term Loan Facility	$	26		$	6
1.125% Convertible Notes, net of unamortized discount	—			12
Total	$	26		$	18
Non-current portion of long-term debt:
5.375% Notes due 2022	$	700		$	700
4.875% Notes due 2025	330			330
Term Loan Facility	574			214
Debt issuance costs	(8		)	(7		)
Total	$	1,596		$	1,237

Credit Agreement

We are party to a Credit Agreement, which provides for an unsecured delayed draw term loan facility (the “Term Loan Facility”), and an unsecured revolving credit facility (the “Credit Facility”), both described in further detail below. Borrowings under the Credit Agreement bear interest based, at our election, on a base rate or other defined rate, plus in each case the applicable margin. In addition to interest payable on the principal amount of

indebtedness outstanding from time to time under the Credit Agreement, we are required to pay a quarterly commitment fee.

The Credit Agreement contains customary non-financial and financial covenants. As of March 31, 2020, we were in compliance with all financial and non-financial covenants under the Credit Agreement and other long-term debt.

Term Loan Facility. In March 2020, we drew down the Term Loan Facility’s remaining available capacity of $380 million, for an outstanding balance of $600 million as of March 31, 2020. The Term Loan Facility amortizes in quarterly installments, commencing on September 30, 2020, equal to the principal amount of the Term Loan Facility outstanding multiplied by rates ranging from 1.25% to 2.50% (depending on the applicable fiscal quarter) for each fiscal quarter. Because each advance under the Term Loan Facility results in a permanent reduction to its borrowing capacity, no further advances are available. Any remaining outstanding balance under the Term Loan Facility will be due and payable on its January 31, 2024 expiration date.

Credit Facility. Our Credit Facility provides for borrowings up to $500 million, and expires on January 31, 2022; therefore, any amounts outstanding will be due and payable on that date. As of March 31, 2020, no amounts were outstanding under the Credit Facility, and outstanding letters of credit amounting to $1 million reduced our borrowing capacity under the Credit Facility to $499 million.

5.375% Notes due 2022

We had $700 million aggregate principal amount of senior notes (the “5.375% Notes”) outstanding as of March 31, 2020, which are due November 15, 2022, unless earlier redeemed. Interest, at a rate of 5.375% per annum, is payable semiannually in arrears on May 15 and November 15. The 5.375% Notes contain customary non-financial covenants and change in control provisions.

4.875% Notes due 2025

We had $330 million aggregate principal amount of senior notes (the “4.875% Notes”) outstanding as of March 31, 2020, which are due June 15, 2025, unless earlier redeemed. Interest, at a rate of 4.875% per annum, is payable semiannually in arrears on June 15 and December 15. The 4.875% Notes contain customary non-financial covenants and change of control provisions.

1.125% Cash Convertible Senior Notes due 2020

For a description of the 1.125% cash convertible senior notes due January 15, 2020 (the “1.125% Convertible Notes”), see Note 11, “Debt,” in our 2019 Annual Report on Form 10-K. In January 2020, we paid $39 million to settle the outstanding $12 million principal amount of the 1.125% Convertible Notes, and settle the related conversion option.

Cross-Default Provisions

The indentures governing the 4.875% Notes and the 5.375% Notes contain cross-default provisions that are triggered upon default by us or any of our subsidiaries on any indebtedness in excess of the amount specified in the applicable indenture.