(8) DEBT

The components of debt as of December 31, 2015 and 2014 consisted of the following:


	2015		2014
	(in millions)
Short-term debt:
7.15% Senior Notes due May 2018	$	1	$	1
Variable rate (1.515% at December 31, 2014) bridge facility, due December 2015		–		4,500
Total short-term debt		1		4,501

Long-term debt:
Variable rate (1.886% and 1.515% at December 31, 2015 and December 31, 2014, respectively) credit facility, expires December 2018		116		300
Variable rate (1.545% at December 31, 2014) term loan facility, due December 2016		–		500
Variable rate (1.775% at December 31, 2015) term loan facility, due November 2018		750		–
7.35% Senior Notes due October 2017		15		15
7.125% Senior Notes due October 2017		25		25
3.3% Senior Notes due January 2018		350		–
7.5% Senior Notes due February 2018		600		600
7.15% Senior Notes due May 2018		26		27
4.05% Senior Notes due January 2020		850		–
Unamortized discount		(1)		–
4.10% Senior Notes due March 2022		1,000		1,000
Unamortized discount		(1)		(1)
4.95% Senior Notes due January 2025		1,000		–
Unamortized discount		(2)		–
Total long-term debt		4,728		2,466

Total debt	$	4,729	$	6,967

The following is a summary of scheduled long-term debt maturities by year as of December 31, 2015 (in millions):


2016		1
2017		41
2018		1,841
2019		–
2020		850
Thereafter		2,000
	$	4,733

Commercial Paper

In April 2015, the Company entered into a commercial paper program which allowed it to issue up to $2.0 billion in commercial paper, provided that outstanding borrowings from its commercial paper program, combined with outstanding borrowings under our revolving credit facility, not exceed $2.0 billion. The commercial paper issuance had terms of up to 397 days and carried interest at rates agreed upon at the time of each issuance. As of December 31, 2015, the Company had no outstanding issuances under its commercial paper program and had no plans of utilizing the commercial paper market after the first quarter of 2016.

Public Offering of Senior Notes

In January 2015, the Company completed a public offering of $350 million aggregate principal amount of its 3.30% senior notes due 2018 (the “2018 Notes”), $850 million aggregate principal amount of its 4.05% senior notes due 2020 (the “2020 Notes”) and $1.0 billion aggregate principal amount of its 4.95% senior notes due 2025 (the “2025 Notes” together with the 2018 and 2020 Notes, the “Notes”), with net proceeds from the offering totaling approximately $2.2 billion after underwriting discounts and offering expenses. The proceeds from this offering were used to repay the remaining principal and interest outstanding under the Company’s $4.5 billion 364-day bridge term loan facility, which was first reduced with proceeds from the Company’s concurrent underwritten public offerings of common and preferred stock, and were also used to repay a portion of amounts outstanding under the Company’s revolving credit facility. As a result of this repayment, the Company expensed $47 million of short-term unamortized debt issuance costs related to the bridge facility in January 2015 recognized in other interest charges on the consolidated statement of operations for the year ended December 31, 2015. The Notes were sold to the public at a price of 99.949% of their face value for the 2018 Notes, 99.897% of their face value for the 2020 Notes and 99.782% of their face value for the 2025 Notes. The interest rates on the Notes is determined based upon the Company’s public debt ratings from S&P and Moody’s. Downgrades from either rating agency increase interest costs by 25.0 basis points per downgrade level on the following semi-annual bond interest payment. In February 2016, S&P and Moody’s downgraded the Company’s credit ratings, increasing the interest rates on these notes by 125.0 basis points effective July 2016.

Credit and Term Facilities

In November 2015, the Company entered into a $750 million unsecured three-year term loan credit agreement with various lenders that was utilized to repay borrowings under the revolving credit facility. The interest rate on the term loan facility is determined based upon the Company’s public debt ratings from S&P and Moody’s and was 137.5 basis points over the London Interbank Offered Rate (“LIBOR”) as of December 31, 2015. Based on the February 2016 downgrades from S&P and Moody’s the Company’s interest rate on the term loan increased to 162.5 basis points over LIBOR. The term loan facility requires prepayment under certain circumstances from the net cash proceeds of sales of equity or certain assets and borrowings outside the ordinary course of business.

The Company’s revolving credit facility entered into in December 2013, provides a borrowing capacity of up to $2.0 billion and matures in December 2018, with options for two one-year extensions with participating lender approval. The amount available under the revolving credit facility may be increased by $500 million upon the Company’s agreement with its participating lenders. The interest rate on the revolving credit facility is calculated based upon the Company’s public debt ratings from S&P and Moody’s and was 150.0 and 137.5 basis points over LIBOR as of December 31, 2015 and 2014, respectively. Based on the February 2016 downgrades from S&P and Moody’s the Company’s interest rate on its revolving credit facility increased to 200.0 basis points over LIBOR.

The revolving credit facility and term loan facility are unsecured and are not guaranteed by any subsidiaries of the Company. The revolving credit facility and term loan facility contain covenants imposing certain restrictions on the Company, including a financial covenant under which Southwestern may not issue total debt in excess of 60% of its total adjusted book capital. This financial covenant with respect to capitalization percentages excludes the effects of any full cost ceiling impairments, certain hedging activities and the Company’s pension and other postretirement liabilities. As of December 31, 2015, the Company’s adjusted capital structure was 38% debt, 62% equity and was in compliance with the covenants of its revolving credit facility, term loan facility and other debt agreements.

In December 2014, the Company entered into a $500 million unsecured two-year term loan credit agreement with various lenders. The term loan facility, prior to its termination, required prepayment under certain circumstances from the net cash proceeds of sales of equity or certain assets and borrowings outside the ordinary course of business. The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeast Pennsylvania gathering assets and borrowings under the Company’s revolving credit facility.

Chesapeake Property Acquisition Financing

On December 19, 2014, the Company entered into a $4.5 billion unsecured 364-day bridge term loan credit agreement with various lenders. The bridge facility requires prepayments under certain circumstances from the net cash proceeds of sales of equity or certain assets and borrowings outside the ordinary course of business or for specified uses. The Company repaid the $4.5 billion outstanding and terminated the bridge facility in January 2015 with net proceeds of $669 million and $1.7 billion from common stock and depositary share offerings, respectively, and $2.2 billion from senior note offerings with the difference utilized to pay down amounts under the revolving credit facility.