Note 2—Long-Term Debt

Long-term debt consists of the following:


		December 31, 2018				December 31, 2017
		Carrying		Approximate		Carrying		Approximate
	Maturity	Amount		Fair Value (1)		Amount		Fair Value (1)
Revolving Credit Facility	March 2021	$	—	$	—	$	—	$	—
U.S. Commercial Paper Program (less unamortized discount of $0.5 and $0.3 at December 31, 2018 and 2017, respectively)	March 2021		554.5		554.5		1,175.4		1,175.4
Euro Commercial Paper Program (plus unamortized premium of nil at December 31, 2018)	March 2021		68.8		68.8		—		—
4.00% Senior Notes (less unamortized discount of $0.4 and $0.5 at December 31, 2018 and 2017, respectively)	February 2022		499.6		508.8		499.5		522.5
2.55% Senior Notes (less unamortized discount of nil and $0.2 at December 31, 2018 and 2017, respectively)	January 2019		750.0		749.4		749.8		752.8
3.125% Senior Notes (less unamortized discount of $0.1 and $0.2 at December 31, 2018 and 2017, respectively)	September 2021		374.9		374.2		374.8		381.2
2.20% Senior Notes (less unamortized discount of $0.1 and $0.2 at December 31, 2018 and 2017, respectively)	April 2020		399.9		395.5		399.8		398.0
3.20% Senior Notes (less unamortized discount of $0.3 and $0.4 at December 31, 2018 and 2017, respectively)	April 2024		349.7		334.5		349.6		351.9
2.000% Euro Senior Notes (less unamortized discount of $2.8 at December 31, 2018)	October 2028		570.5		572.8		—		—
Notes payable to foreign banks and other debt	2019-2032		16.6		16.6		6.6		6.6
Less unamortized deferred debt issuance costs			(13.8)		—		(12.9)		—
Total debt			3,570.7		3,575.1		3,542.6		3,588.4
Less current portion			764.3		763.7		1.1		1.1
Total long-term debt		$	2,806.4	$	2,811.4	$	3,541.5	$	3,587.3

(1)

The fair value of each series of the Company’s 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 3).

Revolving Credit Facility

As of December 31, 2018, the Company had a $2,000.0 unsecured credit facility (the “2016 Revolving Credit Facility”), which matured in March 2021 and gave the Company the ability to borrow at a spread over LIBOR. The Company may utilize the 2016 Revolving Credit Facility for general corporate purposes. The carrying value of any borrowings under the 2016 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, 2018, there were no borrowings under the 2016 Revolving Credit Facility. The 2016 Revolving Credit Facility required payment of certain annual agency and commitment fees and required that the Company satisfy certain financial covenants.

On January 15, 2019, the Company amended its 2016 Revolving Credit Facility with a new $2,500.0 unsecured credit facility (“2019 Revolving Credit Facility”). The 2019 Revolving Credit Facility, which matures January 2024, increases the aggregate commitments by $500.0 and, consistent with the previous 2016 Revolving Credit Facility, gives the Company the ability to borrow at a spread over LIBOR. The Company intends to utilize the 2019 Revolving Credit Facility for general corporate purposes.

Commercial Paper

The Company has a 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 “U.S. Commercial Paper Program”). 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 average interest rate on the U.S. Commercial Paper as of December 31, 2018 and 2017 was 2.88% and 1.71%, respectively.

On July 10, 2018, the Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) 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 Euro Issuer 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 are 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 ECP Notes may be issued in Euros, Sterling, U.S. Dollars or other currencies. As of December 31, 2018, the amount of ECP Notes outstanding was €60.0 (approximately $68.8), with an average interest rate of (0.10)%.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. As of December 31, 2018, the Company’s Board of Directors’ authorization for the ECP Notes 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, which was then further increased to $2,500.0 in conjunction with the amended 2019 Revolving Credit Facility. The maximum aggregate principal amount outstanding of USCP Notes at any time was also increased to $2,500.0, while the maximum aggregate principal amount outstanding of ECP Notes at any time remains at $2,000.0. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are currently 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 Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s 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.

U.S. Senior Notes

All of the Company’s outstanding senior notes in the United States (“U.S. Senior Notes”) are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. 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 “2020 and 2024 Notes”). Interest on each of the 2020 and 2024 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. In September 2017, the Company used the net proceeds from the 2020 and 2024 Notes to repay all of its outstanding $375.0 principal amount of 1.55% Senior Notes due September 15, 2017, with the remainder of the net proceeds being used for general corporate purposes.

On January 9, 2019, the Company issued $500.0 principal amount of unsecured 4.350% Senior Notes due June 1, 2029 at 99.904% of face value (the “2029 Senior Notes”). The 2029 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2029 Senior Notes is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2019. The Company may, at its option, redeem some or all of the 2029 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 March 1, 2029, a make-whole premium. The Company used the net proceeds from the 2029 Senior Notes, along with borrowings under the U.S. Commercial Paper Program, to repay $750.0 of 2.55% Senior Notes due in January 2019.

Euro Senior Notes

On October 8, 2018, the Euro Issuer issued €500.0 (approximately $574.6) principal amount of unsecured 2.000% Senior Notes due October 8, 2028 at 99.498% of face value (the “2028 Euro Notes” or “2.000% Euro Senior Notes”, and collectively with the U.S. Senior Notes, “Senior Notes”). The 2028 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are guaranteed on a senior unsecured basis by the Company. Interest on the 2028 Euro Notes is payable annually on October 8 of each year, commencing on October 8, 2019. The Company may, at its option, redeem some or all of the 2028 Euro 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 July 8, 2028, a make-whole premium. The Company used a portion of the net proceeds from the 2028 Euro Notes to repay a portion of the outstanding amounts under its Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes.

The Company’s Senior Notes contain certain financial and non-financial covenants.

The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2018) over each of the next five years ending December 31 and thereafter, is as follows:


2019	$	764.4
2020		400.5
2021		998.6
2022		499.9
2023		0.2
Thereafter		920.9
	$	3,584.5

At December 31, 2018, the Company had approximately $30.0 of uncommitted standby letter of credit facilities, of which $20.5 were issued.