XML 26 R16.htm IDEA: XBRL DOCUMENT v3.21.2
Long-Term Debt (Notes)
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt consists of the following:
September 30, 2021December 31, 2020
Principal
Amount
Unamortized
Discount
and Debt
Issuance
Costs
Net
Long-term
Debt
Principal
Amount
Unamortized
Discount
and Debt
Issuance
Costs
Net
Long-term
Debt
3.60% senior notes due 2022 (the "3.60% 2022 Senior Notes")
$250 $— $250 $250 $(1)$249 
0.875% senior notes due 2024 (the "0.875% 2024 Senior Notes")
300 (2)298 — — — 
3.60% senior notes due 2026 (the "3.60% 2026 Senior Notes")
750 (6)744 750 (6)744 
Loan related to tax-exempt waste disposal revenue bonds due 202711 11 11 — 11 
1.625% senior notes due 2029 (the "1.625% 2029 Senior Notes")
811 (9)802 859 (10)849 
3.375% senior notes due 2030 (the "3.375% 2030 Senior Notes")
300 (4)296 300 (4)296 
3.50% senior notes due 2032 (the "3.50% 2032 GO Zone Refunding Senior Notes")
250 (1)249 250 (1)249 
2.875% senior notes due 2041 (the "2.875% 2041 Senior Notes")
350 (11)339 — — — 
5.0% senior notes due 2046 (the "5.0% 2046 Senior Notes")
700 (22)678 700 (23)677 
4.375% senior notes due 2047 (the "4.375% 2047 Senior Notes")
500 (8)492 500 (9)491 
3.125% senior notes due 2051 (the "3.125% 2051 Senior Notes")
600 (23)577 — — — 
3.375% senior notes due 2061 (the "3.375% 2061 Senior Notes")
450 (19)431 — — — 
8.73% RS Cogen debt due 2022 (the "8.73% 2022 RS Cogen Debt")
24 24 — — — 
Term loans due 2026 (the "2026 Term Loans")— — — — 
Total long-term debt5,302 (105)5,197 3,620 (54)3,566 
Less current portion:
3.60% 2022 Senior Notes
(250)— (250)— — — 
8.73% 2022 RS Cogen Debt
(18)— (18)— — — 
Long-term debt, net of current portion$5,034 $(105)$4,929 $3,620 $(54)$3,566 
Unamortized debt issuance costs on long-term debt were $43 and $28 at September 30, 2021 and December 31, 2020, respectively.
As of September 30, 2021, the Company was in compliance with all of its long-term debt covenants.
Credit Agreement
The Company has a $1,000 revolving credit facility that is scheduled to mature on July 24, 2023 (the "Credit Agreement"). The Credit Agreement bears interest at either (a) LIBOR plus a spread ranging from 1.00% to 1.75% or (b) Alternate Base Rate plus a spread ranging from 0.00% to 0.75% in each case depending on the credit rating of the Company. At September 30, 2021, the Company had no borrowings outstanding under the Credit Agreement. As of September 30, 2021, the Company had no outstanding letters of credit and had $1,000 of borrowing availability under the Credit Agreement. The Credit Agreement contains certain affirmative and negative covenants, including a quarterly total leverage ratio financial maintenance covenant. As of September 30, 2021, the Company was in compliance with the total leverage ratio financial maintenance covenant. The Credit Agreement also contains certain events of default and if and for so long as certain events of default have occurred and are continuing, any overdue amounts outstanding under the Credit Agreement will accrue interest at an increased rate, the lenders can terminate their commitments thereunder and payments of any outstanding amounts could be accelerated by the lenders.
The Credit Agreement includes a $150 sub-limit for letters of credit, and any outstanding letters of credit will be deducted from availability under the facility. The Credit Agreement also provides for a discretionary $50 commitment for swingline loans to be provided on a same-day basis. The Company may also increase the size of the facility, in increments of at least $25, up to a maximum of $500, subject to certain conditions and if certain lenders agree to commit to such an increase.
Senior Notes Offering
On August 19, 2021, the Company completed the registered public offering of $300 aggregate principal amount of 0.875% senior notes due 2024 (the “0.875% 2024 Senior Notes”), $350 aggregate principal amount of 2.875% senior notes due 2041 (the “2.875% 2041 Senior Notes”), $600 aggregate principal amount of 3.125% senior notes due 2051 (the “3.125% 2051 Senior Notes”) and $450 aggregate principal amount of 3.375% senior notes due 2061 (the “3.375% 2061 Senior Notes” and, together with the 0.875% 2024 Senior Notes, the 2.875% 2041 Senior Notes and the 3.125% 2051 Senior Notes, the “Notes”). There is no sinking fund and no scheduled amortization of each series of Notes prior to maturity of such respective series. The 0.875% 2024 Senior Notes will accrue interest at a rate of 0.875% per annum, the 2.875% 2041 Senior Notes will accrue interest at a rate of 2.875% per annum, the 3.125% 2051 Senior Notes will accrue interest at a rate of 3.125% per annum and the 3.375% 2061 Senior Notes will accrue interest at a rate of 3.375% per annum. Interest on each series of Notes will accrue from August 19, 2021 and will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2022. The indenture and supplemental indenture governing the Notes contain customary events of default and covenants that restrict the Company and certain of its subsidiaries’ ability to (1) incur certain secured indebtedness, (2) engage in certain sale-leaseback transactions and (3) consolidate, merge or transfer all or substantially all of its assets. The Company may optionally redeem each series of Notes in accordance with the terms of such series of Notes. The Notes are unsecured and none of the Company's subsidiaries have guaranteed any series of the Notes.
8.73% 2022 RS Cogen Debt
In July 2000, RS Cogen, our 50%-owned joint venture, entered into a $75 aggregate principal amount senior credit facility institutional loan at an interest rate of 8.73%. All of the assets of RS Cogen are pledged as collateral under its senior credit facility. Borrowings under this senior credit facility are repayable quarterly by September 2022. The Company does not guarantee RS Cogen's debt commitments and RS Cogen is not a guarantor for any of the Company's other long-term debt obligations.
2026 Term Loans
In March 2021, Taiwan Chlorine Industries, Ltd., our 60%-owned joint venture, entered into five-year loan agreements for a maximum total limit of approximately $23. The interest rate on these loans at September 30, 2021 was 0.20%. The unsecured loans include a government rate subsidy and have a 5-year maturity.