Note 10. Long-Term Debt

Our debt consists of the following:



	December 31, 2017					December 31, 2016
(millions, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Revolving Credit Facility, due August 27, 2020	$	230		2.27	%	$	—		—	%
Noble Midstream Services Revolving Credit Facility, due September 20, 2021	85			2.49	%	—			—	%
Term Loan Facility, due January 6, 2019 ⁽¹⁾	—			—	%	550			2.01	%
Leviathan Term Loan Facility, due February 23, 2025	—			—	%	—			—
Senior Notes, due March 1, 2019 ⁽²⁾	—			—	%	1,000			8.25	%
Senior Notes, due May 1, 2021	379			5.63	%	379			5.63	%
Senior Notes, due December 15, 2021	1,000			4.15	%	1,000			4.15	%
Senior Notes, due June 1, 2022 ⁽¹⁾	—			—	%	18			5.88	%
Senior Notes, due October 15, 2023	100			7.25	%	100			7.25	%
Senior Notes, due November 15, 2024	650			3.90	%	650			3.90	%
Senior Notes, due April 1, 2027	250			8.00	%	250			8.00	%
Senior Notes, due January 15, 2028 ⁽²⁾	600			3.85	%	—			—	%
Senior Notes, due March 1, 2041	850			6.00	%	850			6.00	%
Senior Notes, due November 15, 2043	1,000			5.25	%	1,000			5.25	%
Senior Notes, due November 15, 2044	850			5.05	%	850			5.05	%
Senior Notes, due August 15, 2047 ⁽²⁾	500			4.95	%	—			—	%
Other Senior Notes and Debentures ⁽³⁾	92			7.13	%	92			7.13	%
Capital Lease and Other Obligations ⁽⁴⁾	273			—	%	375			—	%
Total	$	6,859				$	7,114
Unamortized Discount	(24		)			(23		)
Unamortized Premium ⁽²⁾	12					17
Unamortized Debt Issuance Costs	(40		)			(34		)
Total Debt, Net of Discount	$	6,807				$	7,074
Less Amounts Due Within One Year
Capital Lease and Other Obligations	(61		)			(63		)
Long-Term Debt Due After One Year	$	6,746				$	7,011


⁽¹⁾	In fourth quarter 2017, we repaid $550 million of borrowings under the Term Loan Facility and $18 million of our outstanding Senior Notes due June 1, 2022.


⁽²⁾	In third quarter 2017, we redeemed all of our Senior Notes due March 1, 2019 and issued Senior Notes due January 15, 2028 and August 15, 2047.


⁽³⁾	Includes $8 million of Senior Notes due June 1, 2024 and $84 million of Senior Debentures due August 1, 2097. The weighted average interest rate for these instruments is 7.13%.


⁽⁴⁾	The reduction from 2016 includes $41 million related to other obligations for drilling commitments assumed by the acquirer of the Marcellus Shale upstream assets and $60 million of capital lease principal payments.

All of our long-term debt is senior unsecured debt and is, therefore, pari passu with respect to the payment of both principal and interest. The indenture documents of each of our notes provide that we may prepay the instruments by creating a defeasance trust. The defeasance provisions require that the trust be funded with securities sufficient, in the opinion of a nationally recognized accounting firm, to pay all scheduled principal and interest due under the respective agreements. Interest on each of these issues is payable semi-annually.

Revolving Credit Facility Our Revolving Credit Facility (i) provides for facility fee rates that range from 10 basis points to 25 basis points per year depending upon our credit rating, (ii) includes sub-facilities for short-term loans and letters of credit up to an aggregate amount of $500 million under each sub-facility and (iii) provides for interest rates that are based upon the Eurodollar rate plus a margin that ranges from 90 basis points to 150 basis points depending upon our credit rating.

The Revolving Credit Facility requires that our total debt to capitalization ratio (as defined in the Revolving Credit Facility), expressed as a percentage, not exceed 65% at any time. A violation of this covenant could result in a default under the Credit Agreement, which would permit the participating banks to restrict our ability to access the Revolving Credit Facility and require the immediate repayment of any outstanding advances under the Revolving Credit Facility. As of December 31, 2017, we were in compliance with our debt covenants.

The Revolving Credit Facility is available for general corporate purposes. Certain lenders that are a party to the Revolving Credit Facility have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for us for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.

Noble Midstream Services Revolving Credit Facility On September 20, 2016, Noble Midstream Services LLC (Noble Midstream Services), a subsidiary of Noble Midstream Partners, entered into a credit agreement for a $350 million revolving credit facility (Noble Midstream Services Revolving Credit Facility). The Noble Midstream Services Revolving Credit Facility has a five year maturity and includes a letter of credit sublimit of up to $100 million for issuances of letters of credit. The borrowing capacity on the Noble Midstream Services Revolving Credit Facility may be increased by an additional $350 million, subject to certain conditions, and is available to fund working capital and to finance acquisitions and other capital expenditures of Noble Midstream Partners.

Borrowings by Noble Midstream Services under the Noble Midstream Services Revolving Credit Facility bear interest at a rate equal to an applicable margin plus, at Noble Midstream Service's option, either:


•	in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus 0.5% and (3) the London interbank offered rate (LIBOR) for an interest period of one month plus 1.00%; or


•	in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period.

The Noble Midstream Services Revolving Credit Facility includes certain financial covenants as of the end of each fiscal quarter, including a (1) consolidated leverage ratio to consolidated adjusted earnings before interest expense, income taxes, depreciation, depletion, and amortization (EBITDA) and (2) consolidated interest coverage ratio (each covenant as described in the Noble Midstream Services Revolving Credit Facility). All obligations of Noble Midstream Services, as the borrower under the Noble Midstream Services Revolving Credit Facility, are guaranteed by Noble Midstream Partners and all wholly-owned material subsidiaries of Noble Midstream Partners. Debt issuance costs associated with this facility were de minimis.

On January 31, 2018, in connection with the acquisition of Saddle Butte, Noble Midstream Partners drew an additional $300 million under the Noble Midstream Services Revolving Credit Facility and partially exercised the accordion feature, increasing the commitments under the credit agreement to $530 million.

Senior Notes Issuance and Completed Tender Offer On August 15, 2017, we issued $600 million of 3.85% senior unsecured notes that will mature on January 15, 2028 and $500 million of 4.95% senior unsecured notes that will mature on August 15, 2047. Interest on the 3.85% senior notes and 4.95% senior notes is payable semi-annually beginning January 15, 2018 and February 15, 2018, respectively. We may redeem some or all of the senior notes at any time at the applicable redemption price, plus accrued interest, if any. The senior notes were issued at a discount of $4 million and debt issuance costs incurred totaled $11 million, both of which are reflected as a reduction of long-term debt and are amortized over the life of the notes. Proceeds of $1 billion from the issuance of senior notes were used solely to fund the tender offer and the redemption of $1 billion of our 8.25% senior notes due March 1, 2019. As a result, we paid a premium of $96 million to the holders of the 8.25% senior notes and recognized a loss of $98 million in third quarter 2017, which is reflected in other non-operating (income) expense in our consolidated statements of operations.

Leviathan Term Loan Facility On February 24, 2017, Noble Energy Mediterranean Ltd. (NEML), a wholly-owned subsidiary of Noble Energy, entered into a facility agreement (Leviathan Term Loan Facility) which provides for a limited recourse secured term loan facility with an aggregate principal borrowing amount of up to $1.0 billion, of which $625 million is initially committed. Any amounts borrowed under the Leviathan Term Loan Facility will be available to fund a portion of our share of costs for the initial phase of development of the Leviathan field offshore Israel.

Any amounts borrowed will be subject to repayment on a quarterly basis following production startup for the first phase of development, which is targeted for the end of 2019. Repayment will be in accordance with an amortization schedule set forth in the facility agreement, with a final balloon payment of no more than 35% of the loans outstanding. The Leviathan Term Loan Facility matures on February 23, 2025 and we can prepay borrowings at any time, in whole or in part, without penalty. The Leviathan Term Loan Facility contains customary representations and warranties, affirmative and negative covenants, and events of default and also includes a prepayment mechanism that reduces the final balloon amount if cash flows exceed certain defined coverage ratios.

Any amounts borrowed will accrue interest at LIBOR, plus a margin of 3.50% per annum prior to production startup, 3.25% during the period following production startup until the last two years of maturity, and 3.75% during the last two years until the maturity date. We are also required to pay a commitment fee equal to 1.00% per annum on the unused and available commitments under the Leviathan Term Loan Facility until the beginning of the repayment period.

The Leviathan Term Loan Facility is secured by a first priority security interest in substantially all of NEML's interests in the Leviathan field and its marketing subsidiary, and in assets related to the initial phase of the project. All of NEML’s revenues from the first phase of Leviathan development will be deposited in collateral accounts, and we will be required to maintain a debt service reserve account for the benefit of the lenders under the Leviathan Term Loan Facility. Once servicing accounts are replenished and debt service made, all remaining cash will be available to us and our subsidiaries.

Term Loan Facility and Completed Tender Offers On January 6, 2016, we entered into a term loan agreement (Term Loan Facility), which provided for a three-year term loan facility for a principal amount of $1.4 billion. Provisions of the Term Loan Facility were consistent with those in the Revolving Credit Facility. Borrowings under the Term Loan Facility could be prepaid prior to maturity without premium. The Term Loan Facility accrued interest, at our option, at either (a) a base rate equal to the highest of (i) the rate announced by Citibank, N.A., as its prime rate, (ii) the Federal Funds Rate plus 0.5%, and (iii) a LIBOR plus 1.0%, plus a margin that ranged from 10 basis points to 75 basis points depending upon our credit rating, or (b) a LIBOR, plus a margin that ranged from 100 basis points to 175 basis points depending upon our credit rating.

Borrowings under the Term Loan Facility were used solely to fund tender offers for approximately $1.38 billion of notes assumed in the Rosetta Merger in 2015. As a result of the tender offers, we recognized a gain of $80 million in first quarter 2016 which is reflected in other non-operating (income) expense in our consolidated statements of operations. In fourth quarter 2016, we prepaid $850 million of the amount outstanding under the Term Loan Facility from cash on hand. In fourth quarter 2017, we repaid the remaining outstanding balance of $550 million under this facility using proceeds received from the sale of non-core Greeley Crescent and Bronco acreage in the DJ Basin.

Fair Value of Debt See Note 13. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of debt.

Capital Lease and Other Obligations The amount of the capital lease obligation is based on the discounted present value of future minimum lease payments, and therefore does not reflect future cash lease payments. Amounts due within one year equal the amount by which the capital lease obligation is expected to be reduced during the next 12 months. See Note 17. Commitments and Contingencies for future capital lease payments.

Annual Debt Maturities Annual maturities of outstanding debt, excluding capital lease payments, as of December 31, 2017 are as follows:



(millions)	Debt Principal Payments
2018	$	—
2019	—
2020	230
2021	1,464
2022	—
Thereafter	4,892
Total	$	6,586