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Debt
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt

10.  Debt

Our debt consisted of the following (in millions):

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Current portion of long-term debt

 

 

 

 

 

 

 

 

3.375% Senior Notes due 2021

 

$

-

 

 

$

300.0

 

Floating Rate Notes due 2021

 

 

-

 

 

 

200.0

 

3.150% Senior Notes due 2022

 

 

750.0

 

 

 

-

 

Japan Term Loan A

 

 

104.9

 

 

 

-

 

Japan Term Loan B

 

 

190.8

 

 

 

-

 

Total current portion of long-term debt

 

$

1,045.7

 

 

$

500.0

 

Long-term debt

 

 

 

 

 

 

 

 

3.150% Senior Notes due 2022

 

$

-

 

 

$

750.0

 

3.700% Senior Notes due 2023

 

 

300.0

 

 

 

300.0

 

3.550% Senior Notes due 2025

 

 

2,000.0

 

 

 

2,000.0

 

3.050% Senior Notes due 2026

 

 

600.0

 

 

 

600.0

 

3.550% Senior Notes due 2030

 

 

900.0

 

 

 

900.0

 

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

 

 

579.5

 

 

 

611.8

 

2.425% Euro Notes due 2026

 

 

579.5

 

 

 

611.8

 

1.164% Euro Notes due 2027

 

 

579.5

 

 

 

611.8

 

Japan Term Loan A

 

 

-

 

 

 

113.3

 

Japan Term Loan B

 

 

-

 

 

 

206.3

 

Debt discount and issuance costs

 

 

(37.6

)

 

 

(48.2

)

Adjustment related to interest rate swaps

 

 

(9.4

)

 

 

3.1

 

Total long-term debt

 

$

6,458.1

 

 

$

7,626.5

 

 

At September 30, 2021, our total current and non-current debt of $7.5 billion consisted of $7.3 billion aggregate principal amount of our senior notes, which included $1.7 billion Euro-denominated senior notes (“Euro Notes”), 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, partially offset by debt discount and issuance costs of $37.6 million and fair value adjustments totaling $9.4 million.

 

In the nine-month period ended September 30, 2021, we repaid $200.0 million on our Floating Rate Notes due 2021 and $300.0 million on our 3.375% Senior Notes due 2021.

On March 20, 2020, we completed the offering of $600.0 million aggregate principal amount of our 3.050% senior notes due on January 15, 2026 and $900.0 million aggregate principal amount of our 3.550% senior notes due on March 20, 2030.  Interest payable on the 3.050% senior notes is payable semi-annually, commencing on July 15, 2020 until maturity. Interest payable on the 3.550% senior notes is payable semi-annually, commencing on September 20, 2020 until maturity.  The proceeds from the offering, together with cash on hand, were used to repay at maturity the $1.5 billion principal amount of 2.700% senior notes due on April 1, 2020.

On August 20, 2021, we entered into a new five-year revolving credit agreement (the “2021 Five-Year Credit Agreement”) and a new 364-day revolving credit agreement (the “2021 364-Day Revolving Credit Agreement”), as described below. These credit agreements will be used for general corporate purposes.

The 2021 Five-Year Credit Agreement contains a five-year unsecured revolving facility of $1.5 billion (the “2021 Five-Year Revolving Facility”). The 2021 Five-Year Credit Agreement replaces the previous revolving credit agreement (the “2019 Credit Agreement”), which contained a five-year unsecured multicurrency revolving facility of $1.5 billion (the “2019 Multicurrency Revolving Facility”). There were no borrowings outstanding under the 2019 Credit Agreement at the time it was terminated.

The 2021 Five-Year Credit Agreement will mature on August 20, 2026, with two one-year extensions exercisable at our discretion and subject to required lender consent.  The 2021 Five-Year Credit Agreement also includes an uncommitted incremental

feature allowing us to request an increase of the facility by an aggregate amount of up to $500.0 million.  As of September 30, 2021, there were no outstanding borrowings under the 2021 Five-Year Revolving Facility.

Borrowings under the 2021 Five-Year Credit Agreement bear interest at floating rates, based upon either LIBOR for the applicable interest period or at an alternate base rate, in each case, plus an applicable margin determined by reference to our senior unsecured long-term debt credit rating.  We pay a facility fee on the aggregate amount of the 2021 Five-Year Revolving Facility at a rate determined by reference to our senior unsecured long-term debt credit rating.  The 2021 Five-Year Credit Agreement contains 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.  The Five-Year Credit Agreement also requires us to maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters (with such ratio subject to increase to 5.0 to 1.0 for a period of time in connection with a qualified material acquisition and certain other restrictions).  We were in compliance with all covenants under the 2021 Five-Year Credit Agreement as of September 30, 2021.   

The 2021 364-Day Revolving Credit Agreement is an unsecured revolving credit facility in the principal amount of $1.0 billion (the “2021 364-Day Revolving Facility”).  The 2021 364-Day Revolving Credit Agreement replaced a credit agreement entered into on September 18, 2020 which was also a 364-day unsecured revolving credit facility of $1.0 billion (the “September 2020 Revolving Facility”).  There were no borrowings outstanding under the September 2020 Revolving Facility when it was terminated.  

The 2021 364-Day Revolving Facility will mature on August 19, 2022.  Borrowings under the 2021 364-Day Revolving Credit Agreement bear interest at floating rates based upon either LIBOR for the applicable interest period or at an alternate base rate, in each case, plus an applicable margin determined by reference to our senior unsecured long-term debt credit rating. We pay a facility fee on the aggregate amount of the 2021 364-Day Revolving Facility at a rate determined by reference to our senior unsecured long-term debt credit rating.  The 2021 364-Day Revolving Credit Agreement contains customary affirmative and negative covenants and events of default for an unsecured financing arrangement including, among other things, limitations on consolidations, mergers, and sales of assets.  The 2021 364-Day Revolving Credit Agreement also requires us to maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters (with such ratio subject to increase to 5.0 to 1.0 in connection with a qualified material acquisition and certain other restrictions).  We were in compliance with all covenants under the 2021 364-Day Revolving Credit Agreement, as of September 30, 2021.  As of September 30, 2021, there were no outstanding borrowings under the 2021 364-Day Revolving Credit Agreement.

The estimated fair value of our senior notes as of September 30, 2021, based on quoted prices for the specific securities from transactions in over-the-counter markets (Level 2), was $7,856.7 million.  The estimated fair value of Japan Term Loan A and Japan Term Loan B, in the aggregate, as of September 30, 2021, based upon publicly available market yield curves and the terms of the debt (Level 2), was $295.2 million.