Debt

9 Months Ended

Sep. 30, 2018

Note 5. Debt

Debt consists of the following:



	September 30, 2018					December 31, 2017
(millions, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Revolving Credit Facility, due March 9, 2023	$	—		—	%	$	230		2.27	%
Noble Midstream Services Revolving Credit Facility, due March 9, 2023	50			3.32	%	85			2.75	%
Noble Midstream Services Term Loan Credit Facility, due July 31, 2021	500			3.17	%	—			—	%
Leviathan Term Loan Facility, due February 23, 2025	—			—	%	—			—	%
Senior Notes, due May 1, 2021 ⁽¹⁾	—			—	%	379			5.63	%
Senior Notes, due December 15, 2021	1,000			4.15	%	1,000			4.15	%
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	600			3.85	%	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	500			4.95	%	500			4.95	%
Other Senior Notes and Debentures ⁽²⁾	92			7.13	%	92			7.13	%
Capital Lease Obligations	234			—	%	273			—	%
Total	6,676					6,859
Unamortized Discount	(23		)			(24		)
Unamortized Premium ⁽¹⁾	—					12
Unamortized Debt Issuance Costs	(38		)			(40		)
Total Debt, Net of Unamortized Discount, Premium and Debt Issuance Costs	6,615					6,807
Less Amounts Due Within One Year:
Capital Lease Obligations	(44		)			(61		)
Long-Term Debt Due After One Year	$	6,571				$	6,746


⁽¹⁾	In second quarter 2018, we redeemed all of the Senior Notes due May 1, 2021, and expensed the associated premium. See Redemption of Senior Notes, below.


⁽²⁾	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%.

Revolving Credit Facility Our Credit Agreement, as amended, provides for a $4.0 billion unsecured revolving credit facility (Revolving Credit Facility), which is available for general corporate purposes. The 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) 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 and (iii) includes sub-facilities for short-term loans and letters of credit up to an aggregate amount of $500 million under each sub-facility.

In first quarter 2018, we extended the maturity date of the Revolving Credit Facility from August 2020 to March 2023. As of September 30, 2018, no borrowings were outstanding under the Revolving Credit Facility.

Noble Midstream Services Revolving Credit Facility Noble Midstream Services, LLC (Noble Midstream Services), a subsidiary of Noble Midstream Partners, maintains a revolving credit facility (Noble Midstream Services Revolving Credit Facility), which is available to fund working capital and to finance acquisitions and other capital expenditures of Noble Midstream Partners.

In first quarter 2018, the capacity was increased from $350 million to $800 million and the maturity date was extended from September 2021 to March 2023.

Borrowings by Noble Midstream Partners under the Noble Midstream Services Revolving Credit Facility bear interest at a rate equal to an applicable margin plus, at Noble Midstream Partners' option, either (a) 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 LIBOR for an interest period of one month plus 1.00%; or (b) in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period.

During third quarter 2018, $480 million was paid on the Noble Midstream Services Revolving Credit Facility through the issuance of a new term loan credit facility. See Noble Midstream Services Term Loan Credit Facility below. As of September 30, 2018, $50 million was outstanding under the Noble Midstream Services Revolving Credit Facility.

Noble Midstream Services Term Loan Credit Facility On July 31, 2018, Noble Midstream Services entered into a Term Credit Agreement (Noble Midstream Services Term Credit Agreement), which provides for a three year senior unsecured term loan credit facility (Noble Midstream Services Term Loan Credit Facility) and permits aggregate borrowings of up to $500 million. Proceeds from the Noble Midstream Services Term Loan Credit Facility were used to repay a portion of the outstanding borrowings under the Noble Midstream Services Revolving Credit Facility and to pay fees and expenses in connection with the Noble Midstream Services Term Loan Credit Facility.

Borrowings under the Noble Midstream Services Term Loan Credit Facility bear interest at a rate equal to, at Noble Midstream Partners' option, either (1) a base rate plus an applicable margin between 0.00% and 0.50% per annum or (2) a Eurodollar rate plus an applicable margin between 1.00% and 1.50% per annum. As of September 30, 2018, $500 million was outstanding under the Noble Midstream Services Term Loan Credit Facility.

The Noble Midstream Services Term Loan Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default that are substantially the same as those contained in the Noble Midstream Services Revolving Credit Facility. Upon the occurrence and during the continuation of an event of default under the Noble Midstream Services Term Loan Credit Facility, the lenders may declare all amounts outstanding under the Noble Midstream Services Term Loan Credit Facility to be immediately due and payable and exercise other remedies as provided by applicable law.

Leviathan Term Loan Agreement 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, $625 million of which 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, 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 the 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. As of September 30, 2018, there were no borrowings under the Leviathan Term Loan Facility.

See Note 6. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of debt.

Redemption of Senior Notes In May 2018, we redeemed $379 million of Senior Notes due May 1, 2021 that we assumed in the merger (Rosetta Merger) with Rosetta Resources, Inc. in 2015 for $395 million, including $11 million of accrued interest and $5 million of call premium. We fully amortized $10 million of remaining premium and recognized a gain of $5 million, which is reflected in other non-operating (income) expense in our consolidated statements of operations.

Annual Debt Maturities Our nearest annual maturity of outstanding debt, excluding capital lease payments and outstanding balances under the revolving credit facilities and the Noble Midstream Services Term Loan Credit Facility, is $1.0 billion of senior notes which mature in December 2021. The Noble Midstream Services Term Loan Credit Facility matures in July 2021 and the Revolving Credit Facility and Noble Midstream Services Revolving Credit Facility both mature in March 2023. As of September 30, 2018, no other balances are due within the next five years.