Long-Term Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 8 Long-Term Debt

Long-term debt at December 31, 2024 and 2023 consisted of the following:

(in millions)	December 31, 2024			December 31, 2023
Current portion of long-term debt:
Current portion of 5-year term loan facility expires 2026	$	25		$	25
Current portion of 3-year term loan expires 2025		150			—
Current portion of 5-year term loan credit agreement expires 2027		50			44
Current portion of 4.200% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2024		—			500
Total current portion of long-term debt		225			569
Long-term debt:
Note agreements:
4.500% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2029		350			350
2.375% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2031		700			700
4.200% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2032		598			598
5.650% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2034		599			—
4.950% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2052		592			592
Total notes		2,839			2,240
Credit agreements:
5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires October 27, 2026		169			194
5-year revolving loan facility, periodic interest payments, SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026		250			100
3-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.625%, expires March 31, 2025		—			300
5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027		362			412
Total credit agreements		781			1,006
Debt issuance costs (contra)		(21	)		(19	)
Total long-term debt less unamortized discount and    debt issuance costs		3,599			3,227
Current portion of long-term debt		225			569
Total debt	$	3,824		$	3,796

Note agreements: On June 11, 2024, the Company completed the issuance of $600 million aggregate principal amount of 5.650% senior notes due 2034 (the “2034 Senior Notes”). The net proceeds to the Company from the issuance of the 2034 Senior Notes, after deducting underwriting discounts and estimated offering expenses, were approximately $593 million. The 2034 Senior Notes were given investment grade ratings of BBB- stable outlook and Baa3 positive outlook. The 2034 Senior Notes will mature in June 2034. Interest on the 2034 Senior Notes will be payable semi-annually in arrears. The 2034 Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment to all of the Company’s existing and future senior unsecured indebtedness. The Company may redeem the 2034 Senior Notes in whole or in part at any time and from time to time, at the “make whole” redemption prices specified in the prospectus supplement for the 2034 Senior Notes being redeemed, plus accrued and unpaid interest thereon. In September 2024, the Company used a portion of the proceeds from the 2034 Senior Notes to repay $500 million of the 4.200% senior notes due September 2024. In June 2024, the Company also used $100 million of the proceeds to repay a portion of an outstanding term loan balance. As of December 31, 2024 there was a total outstanding debt balance of $600 million exclusive of the associated discount balance on the 2034 Senior Notes.

The Company also maintains other notes from other issuances aggregating to a total outstanding debt balance of $2,250 million and $2,750 million exclusive of the associated discount balance as of December 31, 2024 and 2023, respectively.

Credit agreements: On May 31, 2023, the Company repaid the outstanding balance of $203 million on the term loan (the “Term Loan”) associated with the Term Loan Credit Agreement (the “Term Loan Credit Agreement”) which was entered into on December 21, 2018 with cash of $33 million and $170 million with proceeds from the Revolving Credit Facility. The Term Loan was terminated early due to the agreement's benchmark reference rate to the London Interbank Offered Rate (“LIBOR”) which was due to cease on June 30, 2023.

On October 27, 2021, the Company entered into an amended and restated credit agreement (the “Second Amended and Restated Credit Agreement”) with the lenders named therein, JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A., Truist Bank and BMO Harris Bank N.A. as co-syndication agents, and U.S. Bank National Association, Fifth Third Bank, National Association, Wells Fargo Bank, National Association, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc. and Citizens Bank, N.A. as co-documentation agents. The Second Amended and Restated Credit Agreement amended and restated the credit agreement dated April 17, 2014, among certain of such parties, as amended by that certain amended and restated credit agreement dated June 28, 2017 (the “Original Credit Agreement”). The Second Amended and Restated Credit Agreement, among other certain terms, extended the maturity of the Revolving Credit Facility of $800 million and unsecured term loans associated with the agreement of $250 million to October 27, 2026. At the time of the renewal, the Company added an additional $3 million in debt issuance costs related to the transaction. The Company carried forward $1 million of existing debt issuance costs related to the previous credit facility agreements while expensing a minimal amount in debt issuance costs due to certain lenders exiting the renewed facility agreement. On February 10, 2023, the Company entered into Amendment No.1 ("Amendment") of the Second Amended and Restated Credit Agreement which provided that the overnight LIBOR should be replaced with a successor rate. The amendment also included additional terms and conditions for the Secured Overnight Financing Rate (“SOFR”) loans and Risk-free Reference Rate ("RFR") loans.

The Company also maintains other credit agreements that include term loans and a Revolving Credit Facility, all having similar terms and covenants. The outstanding balances on the other term loans was $756 million and $975 million as of December 31, 2024 and 2023, respectively. The outstanding balance on the Revolving Credit Facility was $250 million and $100 million as of December 31, 2024 and 2023, respectively.

The Second Amended and Restated Credit Agreement and Loan Agreement require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of December 31, 2024 and December 31, 2023.

The 1-month Term SOFR Rate for the term loan and Revolving Credit Facility of the Second Amended and Restated Credit Agreement as of December 31, 2024 was 4.457% and 4.439% respectively. The 1-month Term SOFR Rate for our other term loan agreements is 4.457% as of December 31, 2024. These SOFR rates are inclusive of a 0.100% credit-spread adjustment per the terms of the relevant agreements.

Interest paid in 2024, 2023 and 2022 was $195 million, $186 million, and $120 million, respectively.

At December 31, 2024, maturities of long-term debt were $225 million in 2025, $469 million in 2026, $312 million in 2027, $350 million in 2029, $700 million in 2031, $600 million in 2032, $600 million in 2034, $600 million in 2052.

Fair value information about financial instruments not measured at fair value

The following tables presents liabilities that are not measured at fair value on a recurring basis:

	December 31, 2024				December 31, 2023
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current portion of long-term debt	$	—	$	—	$	500	$	495
Long-term debt	$	2,839	$	2,602	$	2,240	$	1,993

The carrying value of the Company's borrowings under various credit agreements approximates its fair value due to the variable interest rate based upon adjusted SOFR. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments as they are corroborated by observable market data.