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DEBT AND INTEREST
3 Months Ended
Mar. 31, 2018
DEBT AND INTEREST  
DEBT AND INTEREST

5. DEBT AND INTEREST

 

Short-term Debt

 

The following table provides the components of the Company’s short-term debt obligations as of March 31, 2018 and December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31

 

December 31

(millions)

    

2018

 

2017

Short-term debt

 

 

 

 

 

 

 

 

Commercial paper

 

 

$336.4

 

 

 

$-

 

Notes payable

 

 

35.7

 

 

 

14.7

 

Long-term debt, current maturities

 

 

645.7

 

 

 

549.7

 

Total

 

 

$1,017.8

 

 

 

$564.4

 

 

Line of Credit

 

As of March 31, 2018, the Company had in place a $2.0 billion multi-year credit facility which expires in November 2022. The credit facility has been established with a diverse syndicate of banks and supports the Company’s U.S. and Euro commercial paper programs. There were no borrowings under the Company’s credit facility as of either March 31, 2018 or December 31, 2017.

 

Commercial Paper

 

The Company’s commercial paper program is used as a potential source of liquidity and consists of a $2.0 billion U.S. commercial paper program and a $2.0 billion Euro commercial paper program. The maximum aggregate amount of commercial paper that may be issued by the Company under its commercial paper programs may not exceed $2.0 billion.

 

As of March 31, 2018, the Company had $170.8 million (€140.0 million) of commercial paper outstanding under its Euro program and $165.6 million commercial paper outstanding under its U.S. program. As of December 31, 2017, the Company had no commercial paper outstanding under either program.

 

 

Long-term Debt

 

The following table provides the components of the Company’s long-term debt obligations, including current maturities, as of March 31, 2018 and December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

March 31

 

December 31

(millions)

 

by Year

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

Public and 144A notes  (2018 principal amount)

 

 

 

 

 

 

 

 

 

 

Three year 2015 senior notes ($0 million)

 

2018

 

 

 -

 

 

 

299.9

 

Three year 2016 senior notes ($400 million)

 

2019

 

 

395.6

 

 

 

396.1

 

Five year 2015 senior notes ($300 million)

 

2020

 

 

299.2

 

 

 

299.1

 

Ten year 2011 senior notes ($1.02 billion)

 

2021

 

 

1,016.7

 

 

 

1,016.6

 

Five year 2017 senior notes ($500 million)

 

2022

 

 

496.3

 

 

 

496.3

 

Seven year 2016 senior notes ($400 million)

 

2023

 

 

397.7

 

 

 

397.5

 

Seven year 2016 senior notes (€575 million)

 

2024

 

 

694.3

 

 

 

676.6

 

Ten year 2015 senior notes (€575 million)

 

2025

 

 

697.0

 

 

 

679.4

 

Ten year 2016 senior notes ($750 million)

 

2026

 

 

743.1

 

 

 

742.8

 

Ten year 2017 144A notes ($500 million)

 

2027

 

 

494.7

 

 

 

494.7

 

Thirty year 2011 senior notes ($458 million)

 

2041

 

 

451.4

 

 

 

451.3

 

Thirty year 2016 senior notes ($250 million)

 

2046

 

 

246.0

 

 

 

246.0

 

Thirty year 2017 144A notes ($700 million)

 

2047

 

 

608.0

 

 

 

607.8

 

Private notes (2017 principal amount)

 

 

 

 

 

 

 

 

 

 

Series A private placement senior notes ($250 million)

 

2018

 

 

248.2

 

 

 

248.5

 

Series B private placement senior notes ($250 million)

 

2023

 

 

249.4

 

 

 

249.3

 

Capital lease obligations

 

 

 

 

4.8

 

 

 

4.6

 

Other

 

 

 

 

1.0

 

 

 

1.5

 

Total debt

 

 

 

 

7,043.4

 

 

 

7,308.0

 

Long-term debt, current maturities

 

 

 

 

(645.7)

 

 

 

(549.7)

 

Total long-term debt

 

 

 

 

$6,397.7

 

 

 

$6,758.3

 

 

Public and 144A Notes

 

During the first quarter of 2018, pursuant to a registration rights agreement pertaining to the 144A Notes, the Company filed a registration statement regarding an offer to exchange each series of the 144A Notes for new issues of notes registered under the U.S. Securities Act of 1933, as amended. The registration statement was declared effective, and the Company commenced the exchange offer, on March 20, 2018. The exchange offer expired on April 17, 2018, with all of the 144A Notes being exchanged for new notes. The terms of each series of the new notes are substantially identical to the terms of the applicable series of 144A Notes, except that the new notes are registered as mentioned above and the transfer restrictions and registration rights and related special interest provisions applicable to the 144A Notes do not apply to the new notes.

 

The Company’s public notes, including the new notes received upon exchange of the 144A Notes, may be redeemed by the Company at its option at redemption prices that include accrued and unpaid interest and a make-whole premium. Upon the occurrence of a change of control accompanied by a downgrade of the public notes below investment grade rating, within a specified time period, the Company would be required to offer to repurchase the public notes at a price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase. The public notes are senior unsecured and unsubordinated obligations of the Company and rank equally with all other senior and unsubordinated indebtedness of the Company.

 

Private Notes

 

The Company’s private notes may be redeemed by the Company at its option at redemption prices that include accrued and unpaid interest and a make-whole premium. Upon the occurrence of specified changes of control involving the Company, the Company would be required to offer to repurchase the private notes at a price equal to 100% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase. Additionally, the Company would be required to make a similar offer to repurchase the private notes upon the occurrence of specified merger events or asset sales involving the Company, when accompanied by a downgrade of the private notes below investment grade rating, within a specified time period. The private notes are unsecured senior obligations of the Company and rank equal in right of payment with all other senior indebtedness of the Company. The private notes shall be unconditionally guaranteed by subsidiaries of the Company in certain circumstances, as described in the note purchase agreement as amended.

 

Covenants

 

The Company is in compliance with its debt covenants as of March 31, 2018.

 

Net Interest Expense

 

Interest expense and interest income recognized during the first quarter of 2018 and 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

First Quarter Ended 

 

 

March 31

(millions)

    

2018

 

2017

Interest expense

 

 

$61.0

 

 

 

$66.6

Interest income

 

 

(4.6)

 

 

 

(4.1)

Interest expense, net

 

 

$56.4

 

 

 

$62.5