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Debt
6 Months Ended
Jun. 30, 2018
Debt  
Debt

Note 13—Debt

 

The Company’s debt (net of any unamortized discount) consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

December 31, 2017

 

 

 

 

 

Carrying

 

Approximate

 

Carrying

 

Approximate

 

 

 

 

    

Amount

    

Fair Value

    

Amount

    

Fair Value

 

Revolving Credit Facility

 

 

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

U.S. Commercial Paper Program

 

 

 

 

1,047.9

 

 

1,047.9

 

 

1,175.4

 

 

1,175.4

 

2.55% Senior Notes due January 2019

 

 

 

 

749.9

 

 

749.4

 

 

749.8

 

 

752.8

 

2.20% Senior Notes due April 2020

 

 

 

 

399.8

 

 

394.4

 

 

399.8

 

 

398.0

 

3.125% Senior Notes due September 2021

 

 

 

 

374.9

 

 

373.2

 

 

374.8

 

 

381.2

 

4.00% Senior Notes due February 2022

 

 

 

 

499.5

 

 

510.4

 

 

499.5

 

 

522.5

 

3.20% Senior Notes due April 2024

 

 

 

 

349.7

 

 

337.7

 

 

349.6

 

 

351.9

 

Notes payable to foreign banks and other debt

 

 

 

 

25.5

 

 

25.5

 

 

6.6

 

 

6.6

 

Less unamortized deferred debt issuance costs

 

 

 

 

(10.6)

 

 

 —

 

 

(12.9)

 

 

 —

 

Total debt

 

 

 

 

3,436.6

 

 

3,438.5

 

 

3,542.6

 

 

3,588.4

 

Less current portion

 

 

 

 

768.4

 

 

767.9

 

 

1.1

 

 

1.1

 

Total long-term debt

 

 

 

$

2,668.2

 

$

2,670.6

 

$

3,541.5

 

$

3,587.3

 

 

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. At June 30, 2018, there were no borrowings under the Revolving Credit Facility.  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 15).  The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.  At June 30, 2018, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

 

Commercial Paper Programs

 

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company issues short-term unsecured commercial paper notes (“U.S. Commercial Paper” or “USCP Notes”) in one or more private placements in the United States.  The maturities of the USCP Notes vary, but may not exceed 397 days from the date of issue.  The USCP Notes are 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 bear varying interest rates on a fixed or floating basis.  The maximum aggregate principal amount of the USCP Notes outstanding under the U.S. Commercial Paper Program at any time is capped at $2,000.0.  The average interest rate on the U.S. Commercial Paper as of June 30, 2018 was 2.37%. 

 

On July 10, 2018, the Company and one of its wholly owned subsidiaries entered into a euro-commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”) pursuant to which the wholly owned subsidiary may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States.  The maturities of the ECP Notes will vary, but may not exceed 183 days from the date of issue.  The ECP Notes will be sold under customary terms in the euro-commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis.  The maximum aggregate principal amount of the ECP Notes outstanding under the Euro Commercial Paper Program at any time is capped at $2,000.0.  The ECP Notes may be issued in Euros, Sterling, U.S. Dollars or other currencies.  

 

 Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. The Company’s Board of Directors’ authorization for the ECP Notes currently limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper, euro-commercial paper or similar programs at any time to $2,000.0.  The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are backstopped by the Revolving Credit Facility, as amounts undrawn under the Company’s existing Revolving Credit Facility are available to repay Commercial Paper, if necessary.  Net proceeds of the issuances of the Commercial Paper are expected to be used for general corporate purposes.  The Commercial Paper is classified as long-term debt in the accompanying Condensed 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 15).  The carrying value of Commercial Paper borrowings approximated their fair value.   

 

Senior Notes

 

All of the Company’s outstanding senior notes (“Senior Notes”), listed in the table above, 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. The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 15).  The 2.55% Senior Notes are due in January 2019 and are therefore recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2018.