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Borrowings and Credit Agreements | 6 Months Ended
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Jun. 30, 2018
Borrowings and Credit Agreements |
Borrowings and Credit Agreements | Note 4 – Borrowings and Credit Agreements
|  | June 30, |  | December 31,
In millions |  | 2018 |  | 2017
Short-term debt |  |  |  |  |  |
Commercial paper |  | $ | — |  | $ | 1,276
Long-term debt |  |  |  |  |  |
3.25% senior exchange debentures due 2035 |  |  | — |  |  | 1
1.9% senior notes due 2018 |  |  | 2,250 |  |  | 2,250
2.25% senior notes due 2018 |  |  | 1,250 |  |  | 1,250
2.25% senior notes due 2019 |  |  | 850 |  |  | 850
2.8% senior notes due 2020 |  |  | 2,750 |  |  | 2,750
3.125% senior notes due 2020 |  |  | 2,000 |  |  | —
Floating rate notes due 2020 |  |  | 1,000 |  |  | —
2.125% senior notes due 2021 |  |  | 1,750 |  |  | 1,750
4.125% senior notes due 2021 |  |  | 550 |  |  | 550
3.35% senior notes due 2021 |  |  | 3,000 |  |  | —
Floating rate notes due 2021 |  |  | 1,000 |  |  | —
2.75% senior notes due 2022 |  |  | 1,250 |  |  | 1,250
3.5% senior notes due 2022 |  |  | 1,500 |  |  | 1,500
4.75% senior notes due 2022 |  |  | 399 |  |  | 399
4% senior notes due 2023 |  |  | 1,250 |  |  | 1,250
3.7% senior notes due 2023 |  |  | 6,000 |  |  | —
3.375% senior notes due 2024 |  |  | 650 |  |  | 650
5% senior notes due 2024 |  |  | 299 |  |  | 299
3.875% senior notes due 2025 |  |  | 2,828 |  |  | 2,828
4.1% senior notes due 2025 |  |  | 5,000 |  |  | —
2.875% senior notes due 2026 |  |  | 1,750 |  |  | 1,750
6.25% senior notes due 2027 |  |  | 372 |  |  | 372
4.3% senior notes due 2028 |  |  | 9,000 |  |  | —
4.875% senior notes due 2035 |  |  | 652 |  |  | 652
4.78% senior notes due 2038 |  |  | 5,000 |  |  | —
6.125% senior notes due 2039 |  |  | 447 |  |  | 447
5.75% senior notes due 2041 |  |  | 133 |  |  | 133
5.3% senior notes due 2043 |  |  | 750 |  |  | 750
5.125% senior notes due 2045 |  |  | 3,500 |  |  | 3,500
5.05% senior notes due 2048 |  |  | 8,000 |  |  | —
Capital lease obligations |  |  | 667 |  |  | 670
Other |  |  | 19 |  |  | 43
Total debt principal |  |  | 65,866 |  |  | 27,170
Debt premiums |  |  | 26 |  |  | 28
Debt discounts and deferred financing costs |  |  | (783) |  |  | (196)
|  |  | 65,109 |  |  | 27,002
Less: |  |  |  |  |  |
Short-term debt (commercial paper) |  |  | — |  |  | (1,276)
Current portion of long-term debt |  |  | (3,540) |  |  | (3,545)
Long-term debt |  | $ | 61,569 |  | $ | 22,181
The Company did not have any commercial paper outstanding as of June 30, 2018. In connection with its commercial paper program, the Company maintains a $1.75 billion 364-day unsecured back-up credit facility, which expires on May 16, 2019, a $1.25 billion, five-year unsecured back-up credit facility, which expires on July 1, 2020, a $1.0 billion, five-year unsecured back-up credit facility, which expires on May 18, 2022, and a $2.0 billion, five-year unsecured back-up credit facility, which expires on May 17, 2023. 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 June 30, 2018 and December 31, 2017, there were no borrowings outstanding under the back-up credit facilities. On March 9, 2018, the Company issued an aggregate of $40.0 billion of floating rate notes and unsecured senior notes, collectively the “Notes”, for total proceeds of approximately $39.4 billion, net of discounts and underwriting fees, comprised of the following:
In millions |  |  |
3.125% senior notes due 2020 |  | $ | 2,000
Floating rate notes due 2020 |  |  | 1,000
3.35% senior notes due 2021 |  |  | 3,000
Floating rate notes due 2021 |  |  | 1,000
3.7% senior notes due 2023 |  |  | 6,000
4.1% senior notes due 2025 |  |  | 5,000
4.3% senior notes due 2028 |  |  | 9,000
4.78% senior notes due 2038 |  |  | 5,000
5.05% senior notes due 2048 |  |  | 8,000
Total debt principal |  | $ | 40,000
The Notes pay interest semi-annually and contain redemption terms which allow or require the Company to redeem the Notes at a defined redemption price plus accrued and unpaid interest at the redemption date. The net proceeds of the Notes will be used to fund the proposed acquisition of Aetna. If the Aetna acquisition has not been completed by September 3, 2019 (the “Outside Date”) or if, prior to such date, the merger agreement is terminated or the Company otherwise publicly announces that the merger will not be consummated, then the Company will be required to redeem all outstanding 2020 Floating Rate Notes, 2021 Floating Rate Notes, 2020 Notes, 2021 Notes, 2023 Notes, 2025 Notes, 2028 Notes and 2038 Notes at a redemption price equal to 101% of the aggregate principal amount of those notes plus accrued and unpaid interest. The 2048 Notes are not subject to this mandatory redemption provision. On December 3, 2017, in connection with the proposed acquisition of Aetna, the Company entered into a $49.0 billion unsecured bridge loan facility. The Company paid approximately $221 million in fees upon entering into the agreement. The fees were capitalized in other current assets and are being amortized as interest expense over the period the bridge facility is outstanding. The bridge loan facility was reduced to $44.0 billion on December 15, 2017 upon the Company entering into a $5.0 billion term loan agreement. As discussed above, on March 9, 2018, the Company issued unsecured senior notes with an aggregate principal of $40.0 billion. At this time, the bridge loan facility was reduced to $4.0 billion and the Company paid approximately $8 million in fees to retain the bridge loan facility through the date of the proposed Aetna acquisition. These fees were capitalized in other current assets and will be amortized as interest expense over the period the bridge facility is outstanding. The Company recorded $8 million and $169 million of amortization of the bridge loan facility fees during the three and six months ended June 30, 2018, respectively, which was recorded in “Interest expense, net” on the condensed consolidated statements of operations.

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