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Long-Term Debt
12 Months Ended
Dec. 31, 2017
Long-Term Debt  
Long-Term Debt

Note 2—Long-Term Debt

 

Long-term debt consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

December 31, 2016

 

 

    

 

    

Carrying

    

Approximate

    

Carrying

    

Approximate

 

 

 

Maturity

 

Amount

 

Fair Value (1)

 

Amount

 

Fair Value (1)

 

Revolving Credit Facility

 

March 2021

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Commercial Paper Program (less unamortized discount of $0.3 and $0.4 at December 31, 2017 and 2016, respectively)

 

March 2021

 

 

1,175.4

 

 

1,175.4

 

 

1,018.9

 

 

1,018.9

 

4.00% Senior Notes (less unamortized discount of $0.5 and $0.6 at December 31, 2017 and 2016, respectively)

 

February 2022

 

 

499.5

 

 

522.5

 

 

499.4

 

 

523.7

 

2.55% Senior Notes (less unamortized discount of $0.2 and $0.5 at December 31, 2017 and 2016, respectively)

 

January 2019

 

 

749.8

 

 

752.8

 

 

749.5

 

 

758.3

 

1.55% Senior Notes (less unamortized discount of $0.1 at December 31, 2016)

 

September 2017

 

 

 —

 

 

 —

 

 

374.9

 

 

375.4

 

3.125% Senior Notes (less unamortized discount of $0.2 and $0.2 at December 31, 2017 and 2016, respectively)

 

September 2021

 

 

374.8

 

 

381.2

 

 

374.8

 

 

380.4

 

2.20% Senior Notes (less unamortized discount of $0.2 at December 31, 2017)

 

April 2020

 

 

399.8

 

 

398.0

 

 

 —

 

 

 —

 

3.20% Senior Notes (less unamortized discount of $0.4 at December 31, 2017)

 

April 2024

 

 

349.6

 

 

351.9

 

 

 —

 

 

 —

 

Notes payable to foreign banks and other debt

 

2018-2032

 

 

6.6

 

 

6.6

 

 

5.5

 

 

5.5

 

Less unamortized deferred debt issuance costs

 

 

 

 

(12.9)

 

 

 —

 

 

(12.3)

 

 

 —

 

Total debt

 

 

 

 

3,542.6

 

 

3,588.4

 

 

3,010.7

 

 

3,062.2

 

Less current portion

 

 

 

 

1.1

 

 

1.1

 

 

375.2

 

 

375.7

 

Total long-term debt

 

 

 

$

3,541.5

 

$

3,587.3

 

$

2,635.5

 

$

2,686.5

 


(1)

The fair value of the Company’s Senior Notes is based on recent bid prices in an active market, and therefore is classified as Level 1 in the fair value hierarchy (Note 3).

 

Revolving Credit Facility

 

The Company has a $2,000.0 unsecured credit facility (the “Revolving Credit Facility”), which matures March 2021 and gives the Company the ability to borrow at a spread over LIBOR.  The Company may utilize the Revolving Credit Facility for general corporate purposes.  The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value due primarily to their market interest rates and would be classified as Level 2 in the fair value hierarchy (Note 3).  At December 31, 2017, there were no borrowings under the Revolving Credit Facility. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

 

Commercial Paper

 

The Company has a commercial paper program (the “Commercial Paper Program”) pursuant to which the Company issues short-term unsecured commercial paper notes (“Commercial Paper”) in one or more private placements. Amounts available under the Commercial Paper Program are borrowed, repaid and re-borrowed from time to time.  The maturities of the Commercial Paper vary, but may not exceed 397 days from the date of issue.  The Commercial Paper is sold under customary terms in the commercial paper market and may be issued at a discount from par, or, alternatively, may be sold at par, and bears varying interest rates on a fixed or floating basis.  The Commercial Paper Program is rated A-2 by Standard & Poor’s and P-2 by Moody’s and is backstopped by the Revolving Credit Facility.  The maximum aggregate principal amount of the Commercial Paper outstanding under the Commercial Paper Program at any time is $2,000.0.  The Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Revolving Credit Facility.  The Commercial Paper is actively traded and is therefore classified as Level 1 in the fair value hierarchy (Note 3).  The carrying value of Commercial Paper borrowings approximates their fair value.  The average interest rate on the Commercial Paper as of December 31, 2017 and 2016 was 1.71% and 1.06%, respectively.  

 

Senior Notes

 

All of the Company’s outstanding senior notes (“Senior Notes”) are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of Senior Notes at any time subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and, with certain exceptions, a make-whole premium.

 

On April 5, 2017, the Company issued $400.0 principal amount of unsecured 2.20% Senior Notes due April 1, 2020 at 99.922% of face value (the “2020 Senior Notes”) and $350.0 principal amount of unsecured 3.20% Senior Notes due April 1, 2024 at 99.888% of face value (the “2024 Senior Notes” and, together with the 2020 Senior Notes, the “Notes”).  Interest on each of these series of Notes is payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2017.  The Company may, at its option, redeem some or all of the 2020 Senior Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and if redeemed prior to the date of maturity, a make-whole premium.  The Company may, at its option, redeem some or all of the 2024 Senior Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and if redeemed prior to February 1, 2024, a make-whole premium.  For the year ended December 31, 2017, the Company incurred approximately $5.2 of costs related to the issuances of the Notes, which are amortized to interest expense over the respective terms of the debt.

 

In September 2017, the Company used the net proceeds from the Notes to repay all of its outstanding $375.0 principal amount of 1.55% Senior Notes that were due September 15, 2017, with the remainder of the net proceeds being used for general corporate purposes.  As of December 31, 2016, such 1.55% Senior Notes were recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Consolidated Balance Sheets.

 

The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2017) over each of the next five years ending December 31 and thereafter, is as follows:

 

 

 

 

 

 

2018

    

$

1.1

 

2019

 

 

751.0

 

2020

 

 

400.7

 

2021

 

 

1,551.2

 

2022

 

 

500.2

 

Thereafter

 

 

351.3

 

 

 

$

3,555.5

 

 

At December 31, 2017, the Company had approximately $30.0 of uncommitted standby letter of credit facilities, of which $21.7 were issued.