Debt | 15. Debt Total debt as of December 31, 2019, and 2018, is summarized below: Millions 2019 2018 Notes and debentures, 1.8 % to 7.1 % due through September 15, 2067 $ 24,008 $ 20,627 Equipment obligations, 2.6 % to 6.2 % due through January 2, 2031 923 969 Finance leases, 3.1 % to 8.0 % due through December 10, 2028 605 754 Receivables securitization (Note 11) 400 400 Term loans - floating rate, due through October 29, 2020 250 250 Commercial paper, 1.8 % to 2.0 % due through January 9, 2020 200 200 Medium-term notes, 9.3 % to 10.0 % due through April 15, 2020 8 8 Unamortized discount and deferred issuance costs ( 1,194 ) ( 817 ) Total debt 25,200 22,391 Less: current portion ( 1,257 ) ( 1,466 ) Total long-term debt $ 23,943 $ 20,925 Debt Maturities – The following table presents aggregate debt maturities as of December 31, 2019, excluding market value adjustments: Millions 2020 $ 1,259 2021 1,256 2022 1,802 2023 1,391 2024 1,445 Thereafter 19,241 Total principal 26,394 Unamortized discount and deferred issuance costs ( 1,194 ) Total debt $ 25,200 Equipment Encumbrances – Equipment with a carrying value of approximately $ 1.6 billion and $ 1.8 billion at December 31, 2019, and 2018, respectively, served as collateral for finance leases and other types of equipment obligations in accordance with the secured financing arrangements utilized to acquire or refinance such railroad equipment. Debt Redemptions – Effective as of March 15, 2018 , we redeemed, in entirety, the Missouri Pacific 5 % Income Debentures due January 1, 2045 , the Chicago and Eastern Illinois 5 % Income Debentures due January 1, 2054 , and the Missouri Pacific 4.75 % General Mortgage Income Bonds Series A due January 1, 2020 and Series B due January 1, 2030 . The debentures had principal outstanding of $ 96 million and $ 2 million, respectively, and the bonds had principal outstanding of $ 30 million and $ 27 million, respectively. The bonds and debentures were assumed by the Railroad in the 1982 acquisition of the Missouri Pacific Railroad Company, with a weighted average interest rate of 4.9 %. The carrying value of all four bonds and debentures at the time of redemption was $ 70 million, due to fair value purchase accounting adjustments related to the acquisition. The redemption resulted in an early extinguishment charge of $ 85 million in the first quarter of 2018. Effective October 15, 2019 , we redeemed all $ 163 million of our outstanding 6.125 % notes due February 15, 2020 . The redemption resulted in an early extinguishment charge of $ 2 million in the fourth quarter of 2019. Debt Exchange - On November 20, 2019 , we exchanged $ 1,839 million of various outstanding notes and debentures due between June 1, 2033 and September 10, 2058 (the Existing Notes) for $ 1,842 million of 3.839 % notes (the New Notes) due March 20, 2060 , plus cash consideration of approximately $ 373 million in addition to $ 19 million for accrued and unpaid interest on the Existing Notes. In accordance with ASC 470-50-40, Debt-Modifications and Extinguishments-Derecognition , this transaction was accounted for as a debt exchange, as the exchanged debt instruments are not considered to be substantially different. The cash consideration was recorded as an adjustment to the carrying value of debt, and the balance of the unamortized discount and issue costs from the Existing Notes is being amortized as an adjustment of interest expense over the terms of the New Notes. No gain or loss was recognized as a result of the exchange. Costs related to the debt exchange that were payable to parties other than the debt holders totaled approximately $ 15 million and were included in interest expense in the fourth quarter of 2019. Credit Facilities – At December 31, 2019, we had $ 2.0 billion of credit available under our revolving credit facility, which is designated for general corporate purposes and supports the issuance of commercial paper. Credit facility withdrawals totaled $ 0 during 2019. Commitment fees and interest rates payable under the Facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The Facility allows for borrowings at floating rates based on London Interbank Offered Rates, plus a spread, depending upon credit ratings for our senior unsecured debt. The 5 year facility requires UPC to maintain a debt-to-EBITDA (earnings before interest, taxes, depreciation, and amortization) coverage ratio. The definition of debt used for purposes of calculating the debt-to-EBITDA coverage ratio includes, among other things, certain credit arrangements, finance leases, guarantees, unfunded and vested pension benefits under Title IV of ERISA, and unamortized debt discount and deferred debt issuance costs. At December 31, 2019, the Company was in compliance with the debt-to-EBITDA coverage ratio, which allows us to carry up to $ 38.5 billion of debt (as defined in the Facility), and we had $ 26.4 billion of debt (as defined in the Facility) outstanding at that date. The Facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The Facility also includes a $ 150 million cross-default provision and a change-of-control provision. During 2019, we issued $ 9.3 billion and repaid $ 9.3 billion of commercial paper with maturities ranging from 1 to 32 days. As of both December 31, 2019, and 2018, we had $ 200 million of commercial paper outstanding. Our revolving credit facility supports our outstanding commercial paper balances, and, unless we change the terms of our commercial paper program, our aggregate issuance of commercial paper will not exceed the amount of borrowings available under the Facility. In May 2018, we entered into a short-term bilateral line of credit agreement with $ 1.0 billion of credit available. During the three months ended June 30, 2018, we drew and repaid $ 750 million. The line of credit matured on August 20, 2018 . We used the proceeds for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase programs. Shelf Registration Statement and Significant New Borrowings – In 2018, the Board of Directors reauthorized the issuance of up to $ 6.0 billion of debt securities. Under our shelf registration, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings. During 2019, we issued the following unsecured, fixed-rate debt securities under our shelf registration: Date Description of Securities February 19, 2019 $ 500 million of 2.950 % Notes due March 1, 2022 $ 500 million of 3.150 % Notes due March 1, 2024 $ 1.0 billion of 3.700 % Notes due March 1, 2029 $ 1.0 billion of 4.300 % Notes due March 1, 2049 August 5, 2019 $ 500 million of 3.550 % Notes due August 15, 2039 $ 500 million of 3.950 % Notes due August 15, 2059 We used the net proceeds from the offerings for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase programs. These debt securities include change-of-control provisions . On November 14, 2019, the Board of Directors renewed its authorization for the Company to issue up to $ 6.0 billion of debt securities under the Shelf. This authorization replaced the prior Board authorization which had $ 2.0 billion of remaining authority. At December 31, 2019, we had remaining authority to issue up to $ 6.0 billion of debt securities under our shelf registration. Receivables Securitization Facility – As of both December 31, 2019, and 2018, we recorded $ 400 million of borrowings under our Receivables Facility, as secured debt. (See further discussion of our receivables securitization facility in Note 11). Subsequent Event – On January 31, 2020, we issued the following in unsecured, fixed rate debt securities under our current shelf registration: Date Description of Securities January 31, 2020 $ 500 million of 2.150 % Notes due February 5, 2027 $ 750 million of 2.400 % Notes due February 5, 2030 $ 1.0 billion of 3.250 % Notes due February 5, 2050 $ 750 million of 3.750 % Notes due February 5, 2070 These debt securities include change-of-control provisions . After this issuance, we had remaining authority to issue up to $ 3.0 billion of debt securities under our shelf registration. |