NOTE 5 – FINANCING

The following table identifies the amounts of the Company’s financing facilities, which were included in “Long-term debt” on the accompanying Consolidated Balance Sheets as of December 31, 2017 and 2016 (in thousands):



	December 31,
	2017		2016
Revolving Credit Facility, weighted-average variable interest rate of 2.675%	$	346,000	$	—
$500 million, 4.875% Senior Notes due 2021⁽¹⁾, effective interest rate of 4.956%	497,565		496,758
$300 million, 4.625% Senior Notes due 2021⁽²⁾, effective interest rate of 4.645%	298,961		298,679
$300 million, 3.800% Senior Notes due 2022⁽³⁾, effective interest rate of 3.845%	298,214		297,868
$300 million, 3.850% Senior Notes due 2023⁽⁴⁾, effective interest rate of 3.851%	298,583		298,355
$500 million, 3.550% Senior Notes due 2026⁽⁵⁾, effective interest rate of 3.570%	495,792		495,359
$750 million, 3.600% Senior Notes due 2027⁽⁶⁾, effective interest rate of 3.619%	743,275		—
Long-term debt	$	2,978,390	$	1,887,019


⁽¹⁾	Net of unamortized discount of $1.1 million and $1.4 million as of December 31, 2017 and 2016, respectively, and debt issuance costs of $1.4 million and $1.8 million as of December 31, 2017 and 2016, respectively.


⁽²⁾	Net of unamortized discount of $0.2 million and $0.2 million as of December 31, 2017 and 2016, respectively, and debt issuance costs of $0.8 million and $1.1 million as of December 31, 2017 and 2016, respectively.


⁽³⁾	Net of unamortized discount of $0.6 million and $0.7 million as of December 31, 2017 and 2016, respectively, and debt issuance costs of $1.2 million and $1.5 million as of December 31, 2017 and 2016, respectively.


⁽⁴⁾	Net of unamortized discount of less than $0.1 million as of December 31, 2017 and 2016, and debt issuance costs of $1.4 million and $1.6 million as of December 31, 2017 and 2016, respectively.


⁽⁵⁾	Net of unamortized discount of $0.7 million and $0.8 million as of December 31, 2017 and 2016, respectively, and debt issuance costs of $3.5 million and $3.9 million as of December 31, 2017 and 2016, respectively.


⁽⁶⁾	Net of unamortized discount of $1.2 million as of December 31, 2017, and debt issuance costs of $5.6 million as of December 31, 2017.

The following table identifies the principal maturities of the Company’s financing facilities as of December 31, 2017 (in thousands):



	Scheduled Maturities
2018	$	—
2019	—
2020	—
2021	800,000
2022	646,000
Thereafter	1,550,000
Total	$	2,996,000

Unsecured revolving credit facility:

On April 5, 2017, the Company entered into a new credit agreement (the “Credit Agreement”). The new Credit Agreement provides for a $1.2 billion unsecured revolving credit facility (the “Revolving Credit Facility”) arranged by JPMorgan Chase Bank, N.A., which is scheduled to mature in April 2022. The new Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings under the Revolving Credit Facility. As described in the new Credit Agreement governing the Revolving Credit Facility, the Company may, from time to time, subject to certain conditions, increase the aggregate commitments under the Revolving Credit Facility by up to $600 million, provided that the aggregate amount of the commitments does not exceed $1.8 billion at any time.

In conjunction with the closing of the new Credit Agreement, the Company’s previous credit agreement, which was originally entered into on January 14, 2011, as amended, was terminated (the “Terminated Credit Agreement”), and all outstanding loans and commitments, including the guarantees of each of the subsidiary guarantors, under the Terminated Credit Agreement were terminated and replaced by the loans and commitments under the new Credit Agreement. None of the Company’s subsidiaries are guarantors or obligors under the new Credit Agreement.

As of December 31, 2017 and 2016, the Company had outstanding letters of credit, primarily to support obligations related to workers’ compensation, general liability and other insurance policies, in the amounts of $36.8 million and $38.7 million, respectively, reducing the aggregate availability under the Revolving Credit Facility by those amounts.

Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest, at the Company’s option, at either an Alternate Base Rate or an Adjusted LIBO Rate (both as defined in the new Credit Agreement) plus an applicable margin. Swing line loans made under the Revolving Credit Facility bear interest at an Alternate Base Rate plus the applicable margin for Alternate Base Rate loans. In addition, the Company pays a facility fee on the aggregate amount of the commitments under the new Credit Agreement in an amount equal to a percentage of such commitments. The interest rate margins and facility fee are based upon the better of the ratings assigned to the Company’s debt by Moody’s Investor Service, Inc. and Standard & Poor’s Ratings Services, subject to limited exceptions. As of December 31, 2017, based upon the Company’s current credit ratings, its margin for Alternate Base Rate loans was 0.000%, its margin for Eurodollar Revolving Loans was 0.900% and its facility fee was 0.100%.

The new Credit Agreement contains certain covenants, including limitations on subsidiary indebtedness, a minimum consolidated fixed charge coverage ratio of 2.50:1.00 and a maximum consolidated leverage ratio of 3.50:1.00. The consolidated fixed charge coverage ratio includes a calculation of earnings before interest, taxes, depreciation, amortization, rent and non-cash share-based compensation expense to fixed charges. Fixed charges include interest expense, capitalized interest and rent expense. The consolidated leverage ratio includes a calculation of adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and non-cash share-based compensation expense. Adjusted debt includes outstanding debt, outstanding stand-by letters of credit and similar instruments, five-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt. In the event that the Company should default on any covenant (subject to customary grace periods, cure rights and materiality thresholds) contained in the new Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of commitments, immediate payment of outstanding principal amounts plus accrued interest and other amounts payable under the new Credit Agreement and litigation from lenders. As of December 31, 2017, the Company remained in compliance with all covenants under the new Credit Agreement.

Senior notes:

On August 17, 2017, the Company issued $750 million aggregate principal amount of unsecured 3.600% Senior Notes due 2027 (“3.600% Senior Notes due 2027”) at a price to the public of 99.840% of their face value with UMB Bank, N.A. (“UMB”) as trustee. Interest on the 3.600% Senior Notes due 2027 is payable on March 1 and September 1 of each year, beginning on March 1, 2018, and is computed on the basis of a 360-day year.

The Company has issued a cumulative $2.7 billion aggregate principal amount of unsecured senior notes, which are due between 2021 and 2027, with UMB as trustee. Interest on the senior notes, ranging from 3.550% to 4.875%, is payable semi-annually and is computed on the basis of a 360-day year. Each of the senior notes is subject to certain customary covenants, with which the Company complied as of December 31, 2017.

In connection with entering into the Credit Agreement (under which none of the Company’s subsidiaries are guarantors or obligors), and upon termination of the Terminated Credit Agreement, the guarantees by the Company’s subsidiary guarantors with respect to all of the Company’s then outstanding senior notes were automatically released in accordance with the terms of the respective indentures governing these senior notes. The 3.600% Senior Notes due 2027 also are not guaranteed by any of the Company’s subsidiaries.