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Debt
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Debt

9.  Debt

Our debt consisted of the following (in millions):

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Current portion of long-term debt

 

 

 

 

 

 

 

 

4.625% Senior Notes due 2019

 

$

500.0

 

 

$

500.0

 

2.700% Senior Notes due 2020

 

 

1,500.0

 

 

 

-

 

U.S. Term Loan B

 

 

-

 

 

 

25.0

 

Total current portion of long-term debt

 

$

2,000.0

 

 

$

525.0

 

Long-term debt

 

 

 

 

 

 

 

 

2.700% Senior Notes due 2020

 

$

-

 

 

$

1,500.0

 

Floating Rate Notes due 2021

 

 

450.0

 

 

 

450.0

 

3.375% Senior Notes due 2021

 

 

300.0

 

 

 

300.0

 

3.150% Senior Notes due 2022

 

 

750.0

 

 

 

750.0

 

3.700% Senior Notes due 2023

 

 

300.0

 

 

 

300.0

 

3.550% Senior Notes due 2025

 

 

2,000.0

 

 

 

2,000.0

 

4.250% Senior Notes due 2035

 

 

253.4

 

 

 

253.4

 

5.750% Senior Notes due 2039

 

 

317.8

 

 

 

317.8

 

4.450% Senior Notes due 2045

 

 

395.4

 

 

 

395.4

 

1.414% Euro Notes due 2022

 

 

569.4

 

 

 

571.6

 

2.425% Euro Notes due 2026

 

 

569.4

 

 

 

571.6

 

U.S. Term Loan B

 

 

-

 

 

 

200.0

 

U.S. Term Loan C

 

 

535.0

 

 

 

535.0

 

Japan Term Loan A

 

 

108.7

 

 

 

105.3

 

Japan Term Loan B

 

 

197.9

 

 

 

191.7

 

Debt discount and issuance costs

 

 

(38.1

)

 

 

(42.7

)

Adjustment related to interest rate swaps

 

 

10.4

 

 

 

14.6

 

Total long-term debt

 

$

6,719.3

 

 

$

8,413.7

 

 

At June 30, 2019, our total current and non-current debt of $8.7 billion consisted of $7.9 billion aggregate principal amount of our senior notes, which included $1.1 billion of Euro-denominated senior notes (“Euro Notes”), $535.0 million outstanding under a U.S. term loan (“U.S. Term Loan C”) that will mature on December 14, 2020, an 11.7 billion Japanese Yen term loan agreement (“Japan Term Loan A”) and a 21.3 billion Japanese Yen term loan agreement (“Japan Term Loan B”) that will each mature on September 27, 2022, and fair value adjustments totaling $10.4 million, partially offset by debt discount and issuance costs of $38.1 million.

On December 14, 2018, we entered into a credit agreement (the “2018 Credit Agreement”) that provides for U.S. Term Loan C, which is a two-year unsecured multi-draw term loan facility in the principal amount of $900.0 million, with a maturity date of December 14, 2020, and borrowed $675.0 million under that facility.  In January 2019, we borrowed an additional $200.0 million under U.S. Term Loan C and used those proceeds, along with cash on hand, to repay the remaining $225.0 million outstanding under a U.S. term loan issued under the 2016 Credit Agreement (as defined below) (“U.S. Term Loan B”).  Under the applicable accounting rules, since $200.0 million of U.S. Term Loan B was refinanced on a long-term basis before the issuance of our consolidated financial statements for the year ended December 31, 2018, we classified the refinanced portion of U.S. Term Loan B as long-term as of December 31, 2018.

On March 19, 2018, we completed the offering of $450.0 million aggregate principal amount of our floating rate senior notes due March 19, 2021 and $300.0 million aggregate principal amount of our 3.700% senior notes due March 19, 2023.  Interest on the floating rate senior notes is equal to three-month LIBOR plus 0.750% and is payable quarterly, commencing on June 19, 2018, until maturity.  Interest is payable on the 3.700% senior notes semi-annually, commencing on September 19, 2018, until maturity.  We received net proceeds of $749.5 million from this offering.

In addition to the 2018 Credit Agreement, we have a revolving credit and term loan agreement (the “2016 Credit Agreement”), which contains a five-year unsecured multicurrency revolving facility of $1.5 billion (the “Multicurrency Revolving Facility”), and previously contained U.S. Term Loan B, which was paid in full during the six month period ended June 30, 2019.  The Multicurrency Revolving Facility replaced the previous multicurrency revolving facility under our credit agreement executed in 2014 (as amended,

the “2014 Credit Agreement”) and will mature on September 30, 2021, with two available one-year extensions at our discretion.  The 2014 Credit Agreement previously contained a term loan (“U.S. Term Loan A”), which was paid in full in December 2018.

Borrowings under the 2018 and 2016 Credit Agreements generally bear interest at floating rates. We pay a facility fee on the aggregate amount of the Multicurrency Revolving Facility.  The 2018 and 2016 Credit Agreements contain customary affirmative and negative covenants and events of default for unsecured financing arrangements, including, among other things, limitations on consolidations, mergers and sales of assets.  If our credit rating falls below investment grade, additional restrictions would result, including restrictions on investments and payment of dividends.  We were in compliance with all covenants under the 2018 and 2016 Credit Agreements as of June 30, 2019. As of June 30, 2019, we had no borrowings outstanding under the Multicurrency Revolving Facility.   

During the six month period ended June 30, 2019, we repaid $200.0 million on U.S. Term Loan C with cash generated from operations.  Under the terms of U.S. Term Loan C, the remaining balance as of June 30, 2019 of $535.0 million is due on the maturity date of December 14, 2020.      

The estimated fair value of our senior notes as of June 30, 2019, based on quoted prices for the specific securities from transactions in over-the-counter markets (Level 2), was $8,126.5 million.  The estimated fair value of Japan Term Loan A and Japan Term Loan B, in the aggregate, as of June 30, 2019, based upon publicly available market yield curves and the terms of the debt (Level 2), was $303.1 million.  The carrying value of U.S. Term Loan C approximates its fair value as it bears interest at short-term variable market rates.