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Debt
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Debt

9.  Debt

Our debt consisted of the following (in millions):

 

 

 

September 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

 

 

545.1

 

 

 

571.6

 

2.425% Euro Notes due 2026

 

 

545.1

 

 

 

571.6

 

U.S. Term Loan B

 

 

-

 

 

 

200.0

 

U.S. Term Loan C

 

 

210.0

 

 

 

535.0

 

Japan Term Loan A

 

 

108.7

 

 

 

105.3

 

Japan Term Loan B

 

 

197.8

 

 

 

191.7

 

Debt discount and issuance costs

 

 

(35.8

)

 

 

(42.7

)

Adjustment related to interest rate swaps

 

 

8.4

 

 

 

14.6

 

Total long-term debt

 

$

6,345.9

 

 

$

8,413.7

 

 

At September 30, 2019, our total current and non-current debt of $8.3 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”), $210.0 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 $8.4 million, partially offset by debt discount and issuance costs of $35.8 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.

On November 1, 2019, we entered into a revolving credit agreement (the “2019 Credit Agreement”), which contains a five-year unsecured multicurrency revolving facility of $1.5 billion (the “2019 Multicurrency Revolving Facility”), which replaced the previous $1.5 billion multicurrency revolving credit facility (the “2016 Multicurrency Revolving Facility”) and U.S Term Loan B under our credit agreement executed in September 2016 (as amended, the “2016 Credit Agreement”).  U.S. Term Loan B was paid in full during

the nine month period ended September 30, 2019.  As of the date we entered into the 2019 Credit Agreement, there were no borrowings outstanding under the 2016 Multicurrency Revolving Facility.  The 2019 Credit Agreement will mature on November 1, 2024, with two one-year extensions exercisable at our discretion and subject to required lender consent.

Borrowings under the 2018 and 2019 Credit Agreements generally bear interest at floating rates.  We pay a facility fee on the aggregate amount of the 2019 Multicurrency Revolving Facility.  The 2018 and 2019 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 under the 2018 Credit Agreement, including restrictions on investments and payments of dividends.  We were in compliance with all covenants under the 2018 and 2016 Credit Agreements as of September 30, 2019.  As of September 30, 2019, we had no borrowings outstanding under the 2016 Multicurrency Revolving Facility.  We have not borrowed under the 2019 Multicurrency Revolving Facility.   

During the nine month period ended September 30, 2019, we repaid $525.0 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 September 30, 2019 of $210.0 million is due on the maturity date of December 14, 2020.      

The estimated fair value of our senior notes as of September 30, 2019, based on quoted prices for the specific securities from transactions in over-the-counter markets (Level 2), was $8,169.6 million.  The estimated fair value of Japan Term Loan A and Japan Term Loan B, in the aggregate, as of September 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.