Debt

The following is a summary of outstanding debt as of December 31, (in millions):



	2015			2014
Medium-term notes	$	2,692.6		$	2,089.5
Commercial paper	—			28.0
Receivables facility	350.0			350.0
Other debt	33.8			14.4
Total debt	3,076.4			2,481.9
Short-term debt	(382.9		)	(390.7		)
Current portion of long-term debt	(5.9		)	(6.7		)
Long-term debt	$	2,687.6		$	2,084.5

During 2015 and 2014, the Company’s average commercial paper obligations outstanding were $336.7 million and $114.4 million, respectively, at average interest rates, including fees and commissions, of 1.7% and 2.7%, respectively.

The aggregate maturities of debt outstanding, based on the earliest date the obligation may become due, are as follows as of December 31, 2015 (in millions):



2016		2017		2018		2019		2020		Thereafter		Total
$	388.8	$	355.9	$	551.9	$	350.1	$	376.0	$	1,053.7	$	3,076.4

Medium-term Notes

The Company’s outstanding medium-term notes consisted of the following principal amounts and interest rate swap values as of December 31, (in millions):



	2015			2014
2.05% senior notes due 2017	$	350.0		$	350.0
6.25% senior notes due 2018	250.0			250.0
2.15% senior notes due 2018	300.0			—
2.875% senior notes due 2019	350.0			350.0
4.70% senior notes due 2020	381.3			381.3
4.00% senior notes due 2022	250.0			250.0
4.00% senior notes due 2024	500.0			500.0
3.90% senior notes due 2025	300.0			—
6.11% senior notes due 2028	1.5			1.5
Interest rate swaps	(3.1		)	(11.8		)
Gain on settled interest rate swap	12.9			18.5
Total medium-term notes	$	2,692.6		$	2,089.5

Average stated interest rate of all medium-term notes outstanding as of December 31, 2015 was 3.69%.

As of December 31, 2015, the Company was party to fixed-for-floating interest rate swaps designated as fair value hedges. The interest rate swaps relate to an aggregate $596.0 million principal amount of the medium-term notes and result in the Company effectively paying a floating rate of interest on the medium-term notes hedged by the interest rate swaps, which includes fixed-for-floating interest rate contracts with third-party financial institutions the Company entered into during 2012 relating to $346.0 million of the 4.70% medium-term notes due 2020 and during 2014 relating to $250.0 million of the 4.00% medium-term notes due 2024. During 2014, the Company, at its option, terminated and settled portions of interest rate swaps related to an aggregate $154.0 million principal amount of 4.70% medium-term notes with an original maturity date of August 2020 in connection with the repayment of the underlying notes. The Company paid $5.9 million to counterparties as settlement for the interest rate swaps. The Company also, at its option, terminated and settled an interest rate swap related to the $250.0 million principal amount of 6.25% medium-term notes with an original maturity of April 2018. The Company received cash proceeds of $18.7 million from the counterparty as settlement for the interest rate swap. The gain resulting from the early termination of the interest rate swap was deferred and is being amortized as an adjustment to interest expense over the remaining term of the debt originally hedged by the interest rate swap. The cash paid and received from the termination of the interest rate swaps is included in cash provided by operating activities in accrued liabilities and other in the Consolidated Statement of Cash Flows for 2014. See Footnote 11 for further details.

The medium-term note balances at December 31, 2015 and 2014 include mark-to-market adjustments of $3.1 million and $11.8 million, respectively, to record the fair value of the hedges of the fixed-rate debt, and the mark-to-market adjustments had the effect of decreasing the reported value of the medium-term notes. Compared to the stated rates of the underlying medium-term notes, the interest rate swaps, including amortization of settled interest rate swaps, had the effect of reducing interest expense by $14.8 million, $13.9 million and $13.6 million for 2015, 2014 and 2013, respectively.

In October 2015, the Company completed the offering and sale of $600.0 million of unsecured senior notes, consisting of $300.0 million aggregate principal amount of 2.15% notes due 2018 (the “2018 Notes”) and $300.0 million aggregate principal amount of 3.90% notes due 2025 (the “2025 Notes” and, together with the 2018 Notes, the “Notes”). The aggregate net proceeds from the issuance of the Notes were $594.6 million, which were used for the acquisition of Elmer’s and for general corporate purposes. The Notes are senior obligations of the Company and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding. All or any portion of the 2018 Notes may be redeemed by the Company at any time, and all or any portion of the 2025 Notes may be redeemed at any time prior to August 1, 2025 (the date three months prior to the maturity date of the 2025 Notes) at a redemption price plus accrued and unpaid interest to the date of redemption. The 2018 Notes’ redemption price is equal to the greater of (1) 100% of the principal amount of the Notes being redeemed on the redemption date or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of any payments of interest accrued through the date of the redemption), discounted to the date of redemption at a specified rate. The 2025 Notes’ redemption price prior to August 1, 2025 is equal to the greater of (1) 100% of the principal amount of the Notes being redeemed on the redemption date or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon as if the 2025 Notes matured on August 1, 2025 (not including any portion of any payments of interest accrued through the date of the redemption) discounted to the date of redemption at a specified rate; and on or after August 1, 2025, at 100% of the principal; plus, in each case, accrued and unpaid interest on the notes being redeemed to the redemption date. The Notes also contain a provision that allows holders of the Notes to require the Company to repurchase all or any part of the Notes if a change of control triggering event occurs. Under this provision, the repurchase of the Notes will occur at a purchase price of 101% of the outstanding principal amount, plus accrued and unpaid interest, if any, on such Notes to the date of repurchase. The Notes are classified as long-term debt in the Company’s Consolidated Balance Sheet at December 31, 2015, based on their maturity dates in 2018 and 2025.

In November 2014, the Company completed the offering and sale of $850.0 million of unsecured senior notes, consisting of $350.0 million aggregate principal amount of 2.875% notes due 2019 (the “2.875% 2019 Notes”) and $500.0 million aggregate principal amount of 4.00% notes due 2024 (the “2024 Notes”). The aggregate net proceeds from the issuance of the 2019 Notes and 2024 Notes were $841.8 million, which were used to redeem $168.7 million of the $550.0 million principal amount outstanding 4.70% notes due 2020 (the “2020 Notes”), redeem the $250.0 million of outstanding 2.00% notes due 2015 (the “2015 Notes”), redeem the $20.7 million of outstanding 10.60% notes due 2019 (the “10.60% 2019 Notes”), reduce borrowings under the Company’s commercial paper program and receivables facility, finance acquisitions and for general corporate purposes. The 2019 Notes and 2024 Notes are senior obligations of the Company and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding. The 2.875% 2019 Notes may be redeemed by the Company at any time prior to the date that is one month prior to the maturity date, and the 2024 Notes may be redeemed at any time prior to the date that is three months prior to the maturity date of the 2024 Notes, in whole or in part, at a redemption price plus accrued and unpaid interest to the date of redemption. The redemption price is equal to the greater of (1) 100% of the principal amount of the 2019 Notes or 2024 Notes being redeemed on the redemption date or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of any payments of interest accrued through the date of the redemption), discounted to the date of redemption on a semiannual basis at a specified rate. If the 2.875% 2019 Notes are redeemed on or after a date that is one month prior to the maturity date of the 2.875% 2019 Notes, then the redemption price is equal to 100% of the principal amount of the 2.875% 2019 Notes being redeemed plus accrued interest to such redemption date. If the 2024 Notes are redeemed on or after a date that is three months prior to the maturity date of the 2024 Notes, then the redemption price is equal to 100% of the principal amount of the 2024 Notes being redeemed plus accrued interest to such redemption date. The 2019 Notes and 2024 Notes also contain a provision that allows holders of the 2019 Notes and 2024 Notes to require the Company to repurchase all or any part of the 2019 Notes and 2024 Notes if a change of control triggering event occurs. Under this provision, the repurchase of the 2019 Notes and 2024 Notes will occur at a purchase price of 101% of the outstanding principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The 2019 Notes and 2024 Notes are classified as long-term debt in the Company’s Consolidated Balance Sheet at December 31, 2015, based on their maturity dates in 2019 and 2024.

In December 2014, the Company exercised the early redemption provisions of the 2015 Notes and repaid and retired the $250.0 million outstanding principal amount of the 2015 Notes. At settlement, the Company paid $251.9 million, which included a $1.9 million premium payable pursuant to the terms of the 2015 Notes. The Company recognized a loss of $2.3 million on extinguishment of the 2015 Notes, which included the premium paid and the write-off of unamortized debt issuance costs.

In December 2014, the Company also exercised the early redemption provisions of the 10.60% 2019 Notes and repaid and retired the remaining $20.7 million outstanding principal amount of the 10.60% 2019 Notes. At settlement, the Company made a cash payment of $28.1 million, which included a $7.4 million premium payable pursuant to the terms of the 10.60% 2019 Notes. The Company recognized a loss of $7.7 million on extinguishment of the 10.60% 2019 Notes, which included the premium paid and the write-off of unamortized debt issuance costs.

In December 2014, the Company completed a tender offer for the 2020 Notes and purchased $168.7 million principal amount of the $550.0 million outstanding 2020 Notes. Pursuant to the terms of the tender offer, the Company made a cash payment of $184.7 million, which included a $16.0 million premium payable pursuant to the terms of the tender offer. The Company recognized a loss on extinguishment of debt of $23.2 million in connection with the tender offer for the 2020 Notes, which included the premium paid, the write-off of unamortized debt issuance costs, transaction expenses and the settlement of interest rate swaps designated as fair value hedges of $154.0 million of the $168.7 million 2020 Notes tendered and repaid.

Receivables-Related Borrowings

In August 2015, the Company extended the expiration date of its receivables facility to August 2016 and expanded the available borrowings to up to $400.0 million (the “Receivables Facility”). Under the Receivables Facility, the Company and certain operating subsidiaries (collectively, “the Originators”) sell their receivables to a financing subsidiary as the receivables are originated. The financing subsidiary is wholly owned by the Company and is the owner of the purchased receivables and the borrower under the Receivables Facility. The assets of the financing subsidiary are restricted as collateral for the payment of debt or other obligations arising under the Receivables Facility, and the financing subsidiary’s assets and credit are not available to satisfy the debts and obligations owed to the Company’s or any other Originator’s creditors. The Company includes the financing subsidiary’s assets, liabilities and results of operations in its Consolidated Financial Statements. The Receivables Facility requires, among other things, that the Company maintain a certain interest coverage ratio, and the Company was in compliance with such requirements under the Receivables Facility as of December 31, 2015. The financing subsidiary owned $804.4 million of outstanding accounts receivable as of December 31, 2015 , and these amounts are included in accounts receivable, net in the Company’s Consolidated Balance Sheet at December 31, 2015. The Company had $350.0 million of outstanding borrowings under the Receivables Facility as of December 31, 2015.

Revolving Credit Facility and Commercial Paper

On December 2, 2011, the Company entered into a five-year credit agreement (the “Credit Agreement”) with a syndicate of banks. As extended, the Credit Agreement provided for an unsecured syndicated revolving credit facility maturing in December 2019, and an aggregate commitment at any time outstanding of up to $800.0 million. In January 2016, the Company entered into a five-year revolving credit agreement (the “Revolving Credit Agreement”) with a syndicate of banks. The Revolving Credit Agreement amends and restates in its entirety the Credit Agreement. The Revolving Credit Agreement provides for an unsecured syndicated revolving credit facility with a maturity date of January 2021, and an aggregate commitment at any time outstanding of up to $1.25 billion (the “Facility”). The Company may from time to time request increases in the aggregate commitment to up to $1.75 billion upon the satisfaction of certain conditions. The Company may request extensions of the maturity date of the Facility (subject to lender approval) for additional one-year periods. Borrowings under the Facility will be used for general corporate purposes, and the Facility provides the committed backup liquidity required to issue commercial paper. Accordingly, commercial paper may be issued only up to the amount available for borrowing under the Facility. Under the Facility, the Company may borrow funds on a variety of interest rate terms. The Facility also provides for the issuance of up to $100.0 million of letters of credit, so long as there is a sufficient amount available for borrowing under the Facility. The Company may borrow, prepay and re-borrow amounts under the Facility at any time prior to termination of the Facility. As of December 31, 2015, there were no borrowings or standby letters of credit issued or outstanding under the Facility and there was no commercial paper outstanding.

In addition to the committed portion of the Facility, the Credit Agreement, and subsequently, the Revolving Credit Agreement, provides for extensions of competitive bid loans from one or more lenders (at the lenders’ discretion) of up to $500.0 million, which are not a utilization of the amount available for borrowing under the Facility.

The Credit Agreement, and subsequently, the Revolving Credit Agreement, contains customary representations and warranties, covenants and events of default. The covenants set forth in both the Credit Agreement and Revolving Credit Agreement include certain affirmative and negative operational and financial covenants, including, among other things, restrictions on the Company’s ability to incur certain liens, make fundamental changes to its business or engage in transactions with affiliates, limitations on the amount of indebtedness that may be incurred by the Company’s subsidiaries and a requirement that the Company maintain certain interest coverage and total indebtedness to total capital ratios, as defined. In addition, the Credit Agreement, and subsequently, the Revolving Credit Agreement, provide for certain events of default, the occurrence of which could result in the acceleration of the Company’s obligations under the Credit Agreement or Revolving Credit Agreement, as applicable, and the termination of the lenders’ obligation to extend credit pursuant to the Credit Agreement or Revolving Credit Agreement. As of December 31, 2015, the Company was in compliance with the provisions of the Credit Agreement.

Bridge Credit Facility

On December 13, 2015, the Company entered into a commitment letter with a lender. The lender committed to provide financing for the Jarden transaction, consisting of a $10.5 billion senior unsecured bridge facility (the “Jarden Bridge Facility”). The availability under the Jarden Bridge Facility is subject to reduction in equivalent amounts upon the completion of any issuance of debt securities by the Company and upon other specified events. Due to the Company entering into the term loan credit agreement as described below, the availability under the Jarden Bridge facility has been reduced to $9.0 billion. Borrowings under the Jarden Bridge Facility shall not occur prior to March 31, 2016 and are subject to the satisfaction of certain conditions. Borrowings under the Jarden Bridge Facility bear interest, at the Company’s election, at (i) the eurodollar rate plus an applicable margin, or (ii) the base rate plus an applicable margin. The Company incurred $47.8 million in origination fees associated with the commitment letter contemplating the Jarden Bridge Facility, which are included in net short-term borrowings and related issuance costs in the Consolidated Statement of Cash Flows for the year ended December 31, 2015.

Term Loan Credit Agreement

On January 26, 2016, the Company entered into a credit agreement (the “Term Loan Credit Agreement”) for a $1.5 billion senior unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks. The Term Loan Credit Agreement provides for a maturity date of three years from the closing date of the Jarden transaction and requires the Company to repay 5% of the initial borrowings in each of the first and second years after the closing of the Jarden transaction and the remaining 90% of the initial borrowings during the third year after the closing of the Jarden transaction. At the Company’s election, borrowings under the Term Loan Credit Agreement will bear interest either at (i) the eurodollar rate plus an applicable margin, or (ii) the base rate plus an applicable margin. Borrowings pursuant to the Term Loan Credit Agreement will be used to pay a portion of the cash consideration in connection with the Jarden transaction. Borrowings under the the Term Loan Facility will be funded by the lenders upon the satisfaction of certain conditions, including the consummation of the Jarden transaction, but in no event prior to March 31, 2016.