(a)

As of June 28, 2020, $11.4 billion of proceeds from the debt issuances completed in June 2020 (see

Note 5B

) are invested in money market funds and are included in

Restricted short-term investments

in the condensed consolidated balance sheet. The money market funds are primarily invested in U.S. Treasury and government debt with readily determinable fair values.

Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

The following table presents the financial liabilities not measured at fair value on a recurring basis, including the carrying values and estimated fair values using a market approach:



	June 28, 2020						December 31, 2019

(millions of dollars)	Carrying Value		Estimated Fair Value				Carrying Value		Estimated Fair Value

			Total		Level 2				Total		Level 2

Financial Liabilities:
Long-term debt	$	11,385.2	$	12,848.2	$	12,848.2	$	—	$	—	$	—

B. Long-Term Debt

In connection with the Transaction, in June 2020, Upjohn and Finco completed privately placed debt offerings of $7.45 billion and €3.60 billion aggregate principal amount of senior unsecured notes, respectively (the “Upjohn Debt Transactions”), and entered into other financing arrangements described below. The following table provides information about the senior unsecured notes issued in June 2020:


			Principal
(millions of dollars/euros)	Maturity Date	Issue Currency	As of June 28, 2020
Upjohn Inc. (a)
1.125% U.S. dollar notes	June 22, 2022	U.S. dollar	$	1,000
1.650% U.S. dollar notes	June 22, 2025	U.S. dollar		750
2.300% U.S. dollar notes	June 22, 2027	U.S. dollar		750
2.700% U.S. dollar notes	June 22, 2030	U.S. dollar		1,450
3.850% U.S. dollar notes	June 22, 2040	U.S. dollar		1,500
4.000% U.S. dollar notes	June 22, 2050	U.S. dollar		2,000

Total U.S. dollar notes issued in the second quarter of 2020			$	7,450


Upjohn Finance B.V. (a)
0.816% Euro notes	June 23, 2022	Euro	€	750
1.023% Euro notes	June 23, 2024	Euro		750
1.362% Euro notes	June 23, 2027	Euro		850
1.908% Euro notes	June 23, 2032	Euro		1,250

Total Euro notes issued in the second quarter of 2020			€	3,600

(a)

The notes may be redeemed by the Company at any time, in whole, or in part, at varying redemption prices plus accrued and unpaid interest. The weighted-average effective interest rates at issuance were 2.95% for the $7.45 billion notes and 1.37% for the €3.60 billion notes. If the Transaction does not close on or prior to February 1, 2021, or if, prior to such date, Upjohn Inc. and Mylan notify the trustee for the U.S. dollar notes or euro notes, as applicable, that (i) the business combination agreement entered into by Pfizer, the Company, Mylan and certain of their affiliates to combine the Upjohn Business with Mylan is terminated, or (ii) the Transaction will not otherwise be pursued, the notes must be redeemed at redemption prices equal to 101% of their respective principal amounts, plus accrued and unpaid interest.

The senior unsecured notes were offered in connection with the Transaction. The U.S. dollar notes were issued at a discount of approximately

$15.3

million, which will be amortized as interest expense over the life of the U.S. dollar notes. The Company incurred issuance costs of approximately

$89.3 million associated with the U.S. dollar notes and the euro notes, which will be amortized as interest expense over the life of the notes. The unamortized discount and issuance costs are presented on the condensed consolidated balance sheet as a deduction to the carrying value of

Long-term debt

. Included in

Other current liabilities

on the condensed consolidated balance sheet as of June 28, 2020 are amounts due for bond issuance costs of approximately $22.7 million (see

Note 6

The euro notes are exposed to changes in foreign exchange rates and there are no derivatives in place to mitigate that risk. The proceeds of the euro notes were converted to U.S. dollars at the time of issuance.

In June 2020, the Company (i) entered into a $600 million delayed draw term loan agreement and (ii) entered into a revolving credit facility agreement for up to $4 billion, $1.5 billion of which will be available in a single draw at or around the closing of the Combination for the purpose of funding the $12 billion cash payment by the Company to Pfizer as partial consideration for Pfizer’s contribution of the Upjohn Business to the Company (the “Cash Distribution”). The Company intends to use the net proceeds from the Upjohn Debt Transactions, together with the proceeds from the $600 million term loan agreement and the revolving credit agreement to fund in full the Cash Distribution and related transaction fees and expenses. The Company intends to use any remaining balance of net proceeds from these financing transactions after the Cash Distribution for general corporate purposes.

The commitments under the Company’s senior unsecured $12 billion bridge facility were fully terminated upon completion of the Upjohn Debt Transactions on June 23, 2020.

The U.S. dollar notes are senior unsecured obligations of the Company. The euro notes are senior unsecured obligations of Finco. The U.S. dollar notes and euro notes are initially guaranteed on a senior unsecured basis by Pfizer. The guarantee by Pfizer will be automatically and unconditionally terminated and released without the consent of the holders of the notes upon the consummation of the Distribution. The Company has guaranteed the notes issued by Finco, and the Company will remain a guarantor of such notes following the Distribution. Following the Distribution and the Combination, the Company and Finco, as applicable, will remain the obligor with respect to such notes. Upon the consummation of the Combination, the Mylan entities (which will be subsidiaries of the Company following the Combination) that are issuers or guarantors of the outstanding senior unsecured notes issued by Mylan or Mylan Inc. will become guarantors of the U.S. dollar notes and euro notes, substantially concurrent with the Company’s becoming a guarantor of the existing Mylan notes.

The following table provides the components of the Company’s senior unsecured long-term debt, including the weighted-average annual stated interest rate by maturity:


(millions of dollars)	As of June 28, 2020
Notes due 2022 (0.984%)	$	1,841.6
Notes due 2024 (1.023%)		841.6
Notes due 2025 (1.650%)		750.0
Notes due 2027 (1.775%)		1,703.8
Notes due 2030 (2.700%)		1,450.0
Notes due 2032 (1.908%)		1,402.6
Notes due 2040 (3.850%)		1,500.0
Notes due 2050 (4.000%)		2,000.0

Total long-term debt, principal amount		11,489.5
Net unamortized discounts and debt issuance costs		(104.3	)

Total long-term debt, carried at historical proceeds, as adjusted	$	11,385.2