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Borrowings and Credit Agreements
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Borrowings and Credit Agreements Borrowings and Credit Agreements
The following table is a summary of the Company’s borrowings as of December 31, 2024 and 2023:
In millions20242023
Short-term debt
Commercial paper$2,119 $200 
Long-term debt
3.375% senior notes due August 2024
— 650 
2.625% senior notes due August 2024
— 1,000 
3.5% senior notes due November 2024
— 750 
5% senior notes due December 2024
— 299 
4.1% senior notes due March 2025
724 950 
3.875% senior notes due July 2025
2,828 2,828 
5% senior notes due February 2026
1,500 1,500 
2.875% senior notes due June 2026
1,750 1,750 
3% senior notes due August 2026
750 750 
3.625% senior notes due April 2027
750 750 
6.25% senior notes due June 2027
372 372 
1.3% senior notes due August 2027
2,250 2,250 
4.3% senior notes due March 2028
5,000 5,000 
5% senior notes due January 2029
1,000 1,000 
5.4% senior notes due June 2029
1,000 — 
3.25% senior notes due August 2029
1,750 1,750 
5.125% senior notes due February 2030
1,500 1,500 
3.75% senior notes due April 2030
1,500 1,500 
1.75% senior notes due August 2030
1,250 1,250 
5.25% senior notes due January 2031
750 750 
1.875% senior notes due February 2031
1,250 1,250 
5.55% senior notes due June 2031
1,000 — 
2.125% senior notes due September 2031
1,000 1,000 
5.25% senior notes due February 2033
1,750 1,750 
5.3% senior notes due June 2033
1,250 1,250 
5.7% senior notes due June 2034
1,250 — 
4.875% senior notes due July 2035
652 652 
6.625% senior notes due June 2036
771 771 
6.75% senior notes due December 2037
533 533 
4.78% senior notes due March 2038
5,000 5,000 
6.125% senior notes due September 2039
447 447 
4.125% senior notes due April 2040
602 1,000 
2.7% senior notes due August 2040
367 1,250 
5.75% senior notes due May 2041
133 133 
4.5% senior notes due May 2042
500 500 
4.125% senior notes due November 2042
226 500 
5.3% senior notes due December 2043
750 750 
4.75% senior notes due March 2044
375 375 
6% senior notes due June 2044
750 — 
5.125% senior notes due July 2045
3,500 3,500 
3.875% senior notes due August 2047
537 1,000 
5.05% senior notes due March 2048
8,000 8,000 
4.25% senior notes due April 2050
399 750 
5.625% senior notes due February 2053
1,250 1,250 
5.875% senior notes due June 2053
1,250 1,250 
6.05% senior notes due June 2054
1,000 — 
6% senior notes due June 2063
750 750 
6.75% series B junior subordinated notes due December 2054
750 — 
7% series A junior subordinated notes due March 2055
2,250 — 
Finance lease liabilities1,360 1,391 
Other302 309 
Total debt principal66,747 62,160 
Debt premiums170 186 
Debt discounts and deferred financing costs(647)(736)
66,270 61,610 
Less:
Short-term debt (commercial paper)(2,119)(200)
Current portion of long-term debt(3,624)(2,772)
Long-term debt$60,527 $58,638 

The following is a summary of the Company’s required repayments of long-term debt principal due during each of the next five years and thereafter, as of December 31, 2024:
In millions
2025$3,559 
20264,007 
20273,379 
20285,007 
20293,758 
Thereafter43,558 
Subtotal63,268 
Commercial paper2,119 
Finance lease liabilities (1)
1,360 
Total debt principal$66,747 
_____________________________________________
(1)See Note 7 ‘‘Leases’’ for a summary of maturities of the Company’s finance lease liabilities.

Short-term Borrowings

Commercial Paper and Back-up Credit Facilities
The Company had $2.1 billion of commercial paper outstanding at a weighted average interest rate of 4.98% as of December 31, 2024. The Company had $200 million of commercial paper outstanding at a weighted interest rate of 4.31% as of December 31, 2023. In connection with its commercial paper program, the Company maintains a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 11, 2027, a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 16, 2028, and a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 16, 2029. The credit facilities allow for borrowings at various rates that are dependent, in part, on the Company’s public debt ratings and require the Company to pay a weighted average quarterly facility fee of approximately 0.03%, regardless of usage. As of December 31, 2024 and 2023, there were no borrowings outstanding under any of the Company’s back-up credit facilities.

Term Loan Agreement
On March 25, 2024, the Company entered into a 364-day $3.0 billion term loan credit agreement. The term loan credit agreement allowed for borrowings at various rates that were dependent, in part, on the Company’s public debt ratings. On May 9, 2024, following the issuance of the $5.0 billion in senior notes described under “Long-term Borrowings” below, the term
loan credit agreement terminated. There were no borrowings under the term loan credit agreement through the date of termination.

On May 1, 2023, the Company entered into a 364-day $5.0 billion term loan agreement. The term loan agreement allowed for borrowings at various rates that were dependent, in part, on the Company’s debt ratings. On May 2, 2023, the Company borrowed $5.0 billion at an interest rate of approximately 6.2% under the term loan agreement to fund a portion of the Oak Street Health acquisition purchase price. On June 2, 2023, the Company repaid the outstanding balance under the term loan agreement.

FHLBB
A subsidiary of the Company is a member of the FHLBB. As a member, the subsidiary has the ability to obtain cash advances, subject to certain minimum collateral requirements. The maximum borrowing capacity available from the FHLBB as of December 31, 2024 was approximately $1.2 billion. As of December 31, 2024 and 2023, there were no outstanding advances from the FHLBB.

Long-term Borrowings

2024 Notes
On December 10, 2024, the Company issued $2.25 billion aggregate principal amount of 7.0% fixed-to-fixed rate series A junior subordinated notes due March 2055 and $750 million aggregate principal amount of 6.75% fixed-to-fixed rate series B junior subordinated notes due December 2054 for total proceeds of approximately $3.0 billion, net of discounts and underwriting fees. The series A junior subordinated notes bear interest at 7.0% per year until March 10, 2030, at which time the rate will reset March 10th of every fifth year, provided that the interest rate will not reset below the initial interest rate. The series B junior subordinated notes bear interest at 6.75% per year until December 10, 2034, at which time the rate will reset December 10th of every fifth year, provided that the interest rate will not reset below the initial interest rate. The series A and series B junior subordinated notes pay interest semi-annually and may be redeemed at any time beginning 90 days prior to their respective first interest rate reset date and on any interest payment date thereafter, in whole or in part at a defined redemption price plus accrued interest. The net proceeds of these offerings were used for the early extinguishment of certain of the Company’s senior notes as described below and the remaining proceeds after the early extinguishment of debt were used for general corporate purposes.

On May 9, 2024, the Company issued $1.0 billion aggregate principal amount of 5.4% senior notes due June 2029, $1.0 billion aggregate principal amount of 5.55% senior notes due June 2031, $1.25 billion aggregate principal amount of 5.7% senior notes due June 2034, $750 million aggregate principal amount of 6.0% senior notes due June 2044 and $1.0 billion aggregate principal amount of 6.05% senior notes due June 2054 for total proceeds of approximately $5.0 billion, net of discounts and underwriting fees. The net proceeds of these offerings were used for general corporate purposes.

2023 Notes
On June 2, 2023, the Company issued $1.0 billion aggregate principal amount of 5.0% senior notes due January 2029, $750 million aggregate principal amount of 5.25% senior notes due January 2031, $1.25 billion aggregate principal amount of 5.3% senior notes due June 2033, $1.25 billion aggregate principal amount of 5.875% senior notes due June 2053 and $750 million aggregate principal amount of 6.0% senior notes due June 2063 for total proceeds of approximately $4.9 billion, net of discounts and underwriting fees. The net proceeds of these offerings were used, along with cash on hand, to repay the outstanding balance under the term loan agreement described above.

On February 21, 2023, the Company issued $1.5 billion aggregate principal amount of 5.0% senior notes due February 2026, $1.5 billion aggregate principal amount of 5.125% senior notes due February 2030, $1.75 billion aggregate principal amount of 5.25% senior notes due February 2033 and $1.25 billion aggregate principal amount of 5.625% senior notes due February 2053 for total proceeds of approximately $6.0 billion, net of discounts and underwriting fees. The net proceeds of these offerings were used to fund general corporate purposes, including a portion of the Signify Health Acquisition purchase price.

Oak Street Health Convertible Notes
Prior to the Oak Street Health Acquisition, Oak Street Health held 0% convertible senior notes with an aggregate principal amount of $920 million (the “Convertible Notes”), which were assumed by the Company in connection with the Oak Street Health Acquisition. The Oak Street Health Acquisition constituted a fundamental change in the Convertible Notes giving the holders the right to require the Company to repurchase the Convertible Notes. The repurchase price was an amount in cash equal to 100% of the principal amount of the Convertible Notes. On May 31, 2023, the Company issued a notice of repurchase to the holders of the Convertible Notes. In connection with this notice, $917 million of the Convertible Notes were submitted
for repurchase and settled on July 21, 2023. Substantially all of the remaining $3 million of the Convertible Notes were submitted for repurchase and settled on October 20, 2023.

Gain on Early Extinguishment of Debt
In December 2024, pursuant to a cash tender offer, the Company repaid approximately $2.6 billion of its outstanding senior notes for a cash payment of approximately $2.0 billion. The senior notes purchased include: $226 million of its 4.1% senior notes due March 2025, $398 million of its 4.125% senior notes due April 2040, $883 million of its 2.7% senior notes due August 2040, $274 million of its 4.125% senior notes due November 2042, $463 million of its 3.875% senior notes due August 2047 and $351 million of its 4.25% senior notes due April 2050. In connection with the purchase of such senior notes, the Company recognized a total gain on early extinguishment of debt of $491 million, net of unamortized deferred financing costs and incurred fees.

Debt Covenants

The Company’s back-up revolving credit facilities and unsecured senior notes contain customary restrictive financial and operating covenants. These covenants do not include an acceleration of the Company’s debt maturities in the event of a downgrade in the Company’s credit ratings. The Company does not believe the restrictions contained in these covenants materially affect its financial or operating flexibility. As of December 31, 2024, the Company was in compliance with all of its debt covenants.