Quarterly report pursuant to Section 13 or 15(d)

DEBT AND FINANCING ARRANGEMENTS

v3.22.1
DEBT AND FINANCING ARRANGEMENTS
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
DEBT AND FINANCING ARRANGEMENTS DEBT AND FINANCING ARRANGEMENTS The carrying value of our outstanding debt obligations as of March 31, 2022 and December 31, 2021 consists of the following (in millions):
Principal
Amount		 Carrying Value
Maturity 2022 2021
Commercial paper $ —  $ —  $ — 
Fixed-rate senior notes:
2.450% senior notes
 1,000  2022 1,002  1,010 
2.350% senior notes
 600  2022 600  600 
2.500% senior notes
 1,000  2023 999  998 
2.800% senior notes
 500  2024 498  498 
2.200% senior notes
 400  2024 399  399 
3.900% senior notes
 1,000  2025 996  996 
2.400% senior notes
 500  2026 499  498 
3.050% senior notes
 1,000  2027 994  994 
3.400% senior notes
 750  2029 746  746 
2.500% senior notes
 400  2029 397  397 
4.450% senior notes
 750  2030 744  744 
6.200% senior notes
 1,500  2038 1,484  1,484 
5.200% senior notes
 500  2040 494  494 
4.875% senior notes
 500  2040 491  491 
3.625% senior notes
 375  2042 368  368 
3.400% senior notes
 500  2046 492  492 
3.750% senior notes
 1,150  2047 1,137  1,137 
4.250% senior notes
 750  2049 743  743 
3.400% senior notes
 700  2049 688  688 
5.300% senior notes
 1,250  2050 1,231  1,231 
Floating-rate senior notes:
Floating-rate senior notes 400  2022 400  400 
Floating-rate senior notes 500  2023 500  500 
Floating-rate senior notes 1,039  2049-2067 1,027  1,027 
Debentures:
7.620% debentures
 276  2030 280  280 
Pound Sterling Notes:
5.500% notes
 87  2031 86  89 
5.125% notes
 596  2050 566  583 
Euro Senior Notes:
0.375% senior notes
 776  2023 774  791 
1.625% senior notes
 776  2025 773  791 
1.000% senior notes
 554  2028 551  564 
1.500% senior notes
 554  2032 551  564 
Canadian senior notes:
2.125% senior notes
 601  2024 600  585 
Finance lease obligations 448  2022-2062 448  408 
Facility notes and bonds 320  2029-2045 320  320 
Other debt 3  2022-2025 3  5 
Total debt $ 22,055  21,881  21,915 
Less: current maturities (2,141) (2,131)
Long-term debt $ 19,740  $ 19,784 
Commercial Paper
We are authorized to borrow up to $10.0 billion under a U.S. commercial paper program and €5.0 billion (in a variety of currencies) under a European commercial paper program. As of March 31, 2022, we had no outstanding balances under our commercial paper programs.
Debt Classification
We have classified certain floating-rate senior notes that are redeemable at the option of the note holder as long-term liabilities on our consolidated balance sheets, due to our intent and ability to refinance the debt if the put option is exercised.
Reference Rate Reform
Our floating-rate senior notes with maturities ranging from 2049 through 2067 bear interest at rates that reference the London Interbank Offer Rate ("LIBOR") for U.S. Dollars. As part of a broader program of reference rate reform, it is expected that U.S. Dollar LIBOR rates will cease to be published after June 2023. We are currently working to transition these notes to an alternative reference rate, and we anticipate that the Secured Overnight Financing Rate ("SOFR") will be adopted in accordance with recommendations of the Alternative Reference Rates Committee.
Sources of Credit
We maintain two credit agreements with a consortium of banks. The first of these agreements provides revolving credit facilities of $1.0 billion, and expires on December 6, 2022. Amounts outstanding under this agreement bear interest at a periodic fixed rate equal to the term SOFR rate, plus0.10% per annum and an applicable margin based on our then-current credit rating. The applicable margin from the credit pricing grid as of March 31, 2022 was 0.875%. Alternatively, a fluctuating rate of interest equal to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the prime rate in the United States; (2) the Federal Funds effective rate plus 0.50%; or (3) the Adjusted Term SOFR Rate for a one-month interest period plus 1.00%, may be used at our discretion.
The second agreement provides revolving credit facilities of $2.0 billion, and expires on December 7, 2026. Amounts outstanding under this facility bear interest at a periodic fixed rate equal to the term SOFR rate plus 0.10% per annum and an applicable margin based on our then-current credit rating. The applicable margin from the credit pricing grid as of March 31, 2022 was 0.875%. Alternatively, a fluctuating rate of interest equal to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the prime rate in the United States; (2) the Federal Funds effective rate plus 0.50%; or (3) the Adjusted Term SOFR Rate for a one-month interest period plus 1.00%, plus an applicable margin, may be used at our discretion.
If the credit ratings established by Standard & Poors and Moody's differ, the higher rating will be used, except in cases where the lower rating is two or more levels lower. In these circumstances, the rating one step below the higher rating will be used. We are also able to request advances under these facilities based on competitive bids for the applicable interest rate. There were no amounts outstanding under these facilities as of March 31, 2022.
Debt Covenants
Our existing debt instruments and credit facilities subject us to certain financial covenants. As of March 31, 2022, and for all prior periods presented, we have satisfied these financial covenants. These covenants limit the amount of secured indebtedness that we may incur, and limit the amount of attributable debt in sale-leaseback transactions, to 10% of net tangible assets. As of March 31, 2022, 10% of net tangible assets was equivalent to $4.7 billion and we had no covered sale-leaseback transactions or secured indebtedness outstanding. We do not expect these covenants to have a material impact on our financial condition or liquidity.
Fair Value of Debt
Based on the borrowing rates currently available to us for long-term debt with similar terms and maturities, the fair value of long-term debt, including current maturities, was approximately $23.3 and $25.1 billion as of March 31, 2022 and December 31, 2021, respectively. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of all of our debt instruments.