Long-Term Debt

12 Months Ended

Dec. 31, 2018

Note 9. Long-Term Debt

Our debt consists of the following:



	December 31, 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	60			3.67	%	85			2.75	%
Noble Midstream Services Term Loan Credit Facility, due July 31, 2021	500			3.42	%	—			—	%
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	223			—	%	273			—	%
Total	$	6,675				$	6,859
Unamortized Discount	(22		)			(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	(41		)			(61		)
Long-Term Debt Due After One Year	$	6,574				$	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 Notes, below.


⁽²⁾	Includes $8 million of 5.875% Senior Notes due June 1, 2024 and $84 million of 7.25% Senior Debentures due August 1, 2097.

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 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.

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. We were in compliance with our debt covenants as of December 31, 2018.

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.

In the first quarter 2018, we extended the maturity date of the Revolving Credit Facility from August 2020 to March 2023. As of December 31, 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.

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.

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.

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.

In third quarter 2018, we used $480 million proceeds from the issuance of a new term loan credit facility to repay a portion of the balance outstanding under the Noble Midstream Services Revolving Credit Facility. See Noble Midstream Services Term Loan Credit Facility, below. As of December 31, 2018, $60 million was outstanding under the Noble Midstream Services Revolving Credit Facility.

Noble Midstream Services Term Loan Credit Facility In third quarter 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 December 31, 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.

Redemption of Senior Notes In May 2018, we redeemed $379 million of Senior Notes due May 1, 2021 that we assumed in the merger with Rosetta Resources, Inc. in 2015 for $395 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 $1.1 billion from the issuance of senior notes were used solely to fund the tender offer and the redemption of $1.1 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 provided for a limited recourse secured term loan facility with an aggregate principal borrowing amount of up to $1.0 billion, of which $625 million was initially committed. Any amounts borrowed under the Leviathan Term Loan Facility would have been available to fund a portion of our share of costs for the initial phase of development of the Leviathan field. No amounts were ever drawn on the facility, which was terminated in December 2018.

Fair Value of Debt See Note 14. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of debt.

Capital Lease 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 11. Commitments and Contingencies for future capital lease payments.

Annual Debt Maturities Annual maturities of outstanding debt, excluding capital lease payments, as of December 31, 2018 are as follows:



(millions)	Debt Principal Payments
2019	$	—
2020	—
2021	1,500
2022	—
2023	160
Thereafter	4,792
Total	$	6,452