Quarterly report [Sections 13 or 15(d)]

DEBT

v3.25.2
DEBT
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
DEBT
NOTE 9. DEBT
Loans Payable and Commercial Paper
Loans payable, commercial paper and the related weighted-average interest rates were as follows:
In millions June 30,
2025		 December 31,
2024
Loans payable (1)
$ 336  $ 356 
Commercial paper (2)
353  1,259 
(1) Loans payable consist primarily of loans payable to various international and domestic financial institutions. It is not practicable to aggregate these notes and calculate a quarterly weighted-average interest rate.
(2) The weighted-average interest rate, inclusive of all brokerage fees, was 3.48 percent and 4.49 percent at June 30, 2025 and December 31, 2024, respectively.
We can issue up to $4.0 billion of unsecured, short-term promissory notes (commercial paper) pursuant to the Board authorized commercial paper programs. These programs facilitate the private placement of unsecured short-term debt through third-party brokers. We intend to use the net proceeds from the commercial paper borrowings for general corporate purposes.
Revolving Credit Facilities
On June 2, 2025, we entered into an amended and restated 5-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2030. The credit agreement amended and restated the prior $2.0 billion 5-year credit agreement that would have matured on June 3, 2029.
On June 2, 2025, we entered into a new 3-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2028. The credit agreement replaced the prior $2.0 billion 364-day credit facility that matured on June 2, 2025.
Our committed credit facilities provide access up to $4.0 billion from our $2.0 billion 3-year credit facility that expires on June 2, 2028 and our $2.0 billion 5-year facility that expires on June 2, 2030. We intend to maintain credit facilities at the current or higher aggregate amounts by renewing or replacing these facilities at or before expiration. These revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. There were no outstanding borrowings under these facilities at June 30, 2025 and December 31, 2024. At June 30, 2025, the $353 million of outstanding commercial paper effectively reduced the $4.0 billion of revolving credit capacity to $3.6 billion.
At June 30, 2025, we also had an additional $725 million available for borrowings under our uncommitted international and other domestic credit facilities.
Long-term Debt
A summary of long-term debt was as follows:
In millions Interest Rate June 30,
2025		 December 31,
2024
Long-term debt    
Hydrogenics promissory notes, due 2025 —% $ 55  $ 110 
Senior notes, due 2025 (1)
0.75% 500  500 
Debentures, due 2027 6.75% 58  58 
Debentures, due 2028 7.125% 250  250 
Senior notes, due 2028 4.25% 300  — 
Senior notes, due 2029 4.90% 500  500 
Senior notes, due 2030 (1)
1.50% 850  850 
Senior notes, due 2031 4.70% 700  — 
Senior notes, due 2034 5.15% 750  750 
Senior notes, due 2035 5.30% 1,000  — 
Senior notes, due 2043 4.875% 500  500 
Senior notes, due 2050 2.60% 650  650 
Senior notes, due 2054 5.45% 1,000  1,000 
Debentures, due 2098 (2)
5.65% 165  165 
Other debt 167  160 
Unamortized discount and deferred issuance costs (95) (89)
Fair value adjustments due to hedge on indebtedness (59) (85)
Finance leases 131  125 
Total long-term debt 7,422  5,444 
Less: Current maturities of long-term debt 615  660 
Long-term debt $ 6,807  $ 4,784 
(1) In 2021, we entered into a series of interest rate swaps to effectively convert debt from a fixed rate to floating rate. In March of 2025, we settled the remainder of the interest rate swaps on our debt due in 2025. See "Interest Rate Risk" in NOTE 13, "DERIVATIVES," for additional information.
(2) The effective interest rate is 7.48 percent.
On May 9, 2025, we issued $2.0 billion aggregate principal amount of senior unsecured notes consisting of $300 million aggregate principal amount of 4.25 percent senior unsecured notes due in 2028, $700 million aggregate principal amount of 4.70 percent senior unsecured notes due in 2031 and $1.0 billion aggregate principal amount of 5.30 percent senior unsecured notes due in 2035. Net of the discount and underwriter fees, we received net proceeds of $1.99 billion. The senior unsecured notes due in 2028 and 2035 pay interest semi-annually on May 9 and November 9, commencing on November 9, 2025. The senior unsecured notes due in 2031 pay interest semi-annually on February 15 and August 15, commencing on February 15, 2026. The indenture governing the senior unsecured notes contains covenants that, among other matters, limit (i) our ability to consolidate or merge into, or sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our and our subsidiaries' assets to another person, (ii) our and certain of our subsidiaries' ability to create or assume liens and (iii) our and certain of our subsidiaries' ability to engage in sale and leaseback transactions.
Principal payments required on long-term debt during the next five years are as follows:
In millions 2025 2026 2027 2028 2029
Principal payments $ 594 

$ 82  $ 114  $ 595  $ 536 
Shelf Registration
As a well-known seasoned issuer, we filed an automatic shelf registration for an undetermined amount of debt and equity securities with the SEC on February 13, 2025. Under this shelf registration we may offer, from time-to-time, debt securities, common stock, preferred and preference stock, depositary shares, warrants, stock purchase contracts and stock purchase units.
Fair Value of Debt
Based on borrowing rates currently available to us for bank loans with similar terms and average maturities, considering our risk premium, the fair values and carrying values of total debt, including current maturities, were as follows:
 
In millions June 30,
2025		 December 31,
2024
Fair value of total debt (1)
$ 7,805  $ 6,651 
Carrying value of total debt 8,111  7,059 
(1) The fair value of debt is derived from Level 2 input measures.