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Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt

Footnote 11 — Debt

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

 

     2018     2017  

2.15% senior notes due 2018

   $ —     $ 299.5  

2.60% senior notes due 2019

     267.3       266.7  

2.875% senior notes due 2019

     —         348.6  

4.70% senior notes due 2020

     304.6       304.3  

3.15% senior notes due 2021

     97.5       993.6  

3.75% senior notes due 2021

     353.2       373.2  

4.00% senior notes due 2022

     249.0       248.8  

3.85% senior notes due 2023

     1,740.8       1,738.8  

5.00% senior notes due 2023

     310.0       312.1  

4.00% senior notes due 2024

     496.4       495.8  

3.90% senior notes due 2025

     90.3       297.2  

4.20% senior notes due 2026

     1,984.5       1,982.7  

5.375% senior notes due 2036

     415.8       495.0  

5.50% senior notes due 2046

     657.2       1,726.0  

Term loan

     —         299.8  

Commercial paper

     —         —    

Receivables facilities

     —         298.3  

Other debt

     48.4       70.6  
  

 

 

   

 

 

 

Total debt

     7,015.0       10,551.0  

Short-term debt and current portion of long-term debt

     (318.7     (661.8
  

 

 

   

 

 

 

Long-term debt

   $ 6,696.3     $ 9,889.2  
  

 

 

   

 

 

 

Senior Notes

In September 2018, the Company redeemed the entire principal amount of its 2.15% senior notes due 2018 at a price approximating par value.

In October 2018, the Company commenced cash tender offers (the “Tender Offers”) totaling approximately $1.0 billion for any and all of its 2.875% senior notes due 2019 (the “2.875% Notes”) and up to a maximum aggregate principal amount of its 3.15% senior notes due 2021 (the “3.15% Notes”), 3.85% senior notes due 2023 and 4.20% senior notes due 2026.

In October 2018, pursuant to the Tender Offers, the Company repurchased approximately $249 million aggregate principal amount of its 2.875% Notes and approximately $650 million aggregate principal amount of its 3.15% Notes for total consideration, excluding accrued interest, of approximately $893 million.

In October 2018, the Company also instructed the trustee for the 2.875% Notes to deliver an irrevocable notice of redemption to the holders of the 2.875% Notes for any and all of the 2.875% Notes not tendered in the Tender Offers. Pursuant to the notice of redemption, the Company redeemed the entire aggregate principal amount of the 2.875% Notes outstanding on November 9, 2018, at the redemption price determined in accordance with the terms for redemption set forth in the 2.875% Notes and the indenture governing the 2.875% Notes.

In December, 2018, the Company commenced an additional cash tender offers (the “Second Tender Offer”) totaling approximately $1.6 billion for any and all of its 3.15% Notes and up to a maximum aggregate principal amount of certain other of its senior notes. In December, 2018, pursuant to the Second Tender Offer, the Company repurchased approximately $252 million aggregate principal amount of its 3.15% Notes, approximately $1.1 billion aggregate principal amount of its 5.5% Notes due 2046, approximately $209 million aggregate principal amount of its 3.9% Notes due 2025 and approximately $80 million aggregate principal amount of its 5.375% Notes due 2036, for total consideration, excluding accrued interest, of approximately $1.6 billion.

As a result of the aforementioned debt extinguishments, the Company recorded a loss on the extinguishment of debt of $4.1 million, primarily comprised of a non-cash charge due to the write-off of deferred debt issuance costs, partially offset by prepayment gains.

Generally, the senior notes are redeemable by the Company at a price equal to the greater of (i) the aggregate principal amount of the senior notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. Additionally, generally within three and six months to scheduled maturity, depending on the debt instrument, the senior notes may be redeemed at a price equal to the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest.

 

Revolving Credit Facility and Commercial Paper

The Company maintains a $1.25 billion revolving credit facility that matures in December 2023 (the “Facility”). Under the Facility, the Company may borrow funds on a variety of interest rate terms. Since the Facility provides the committed backup liquidity required to issue commercial paper, the Company may issue commercial paper up to a maximum of $800 million provided there is a sufficient amount available for borrowing under the Facility. The Facility also provides for the issuance of up to $100 million of letters of credit, so long as there is a sufficient amount available for borrowing under the Facility.

Receivables Facility

The Company maintains a $950 million receivables purchase agreement that matures in October 2019 and bears interest at a margin over a variable interest rate (the “Securitization Facility”). At December 31, 2018, the borrowing rate margin and the unused line fee on the Securitization Facility were 0.80% and 0.40% per annum, respectively.

Future Debt Maturities

The Company’s debt maturities for the five years following December 31, 2018 and thereafter are as follows (in millions):

 

2019    2020    2021    2022    2023    Thereafter    Total
$269.4    $362.4    $444.1    $251.6    $2,050.3    $3,679.3    $7,057.1

Other

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants. The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum interest coverage and maximum debt-to-total-capitalization ratios.

At December 31, 2018 and 2017, unamortized deferred debt issue costs were $43.7 and $68.9. These costs are included in total debt and are being amortized over the respective terms of the underlying debt.

The fair values of the Company’s senior notes are based on quoted market prices and are as follows as of December 31, (in millions):

 

     2018      2017  
     Fair Value      Book Value      Fair Value      Book Value  

Senior notes

   $ 6,911.2      $ 6,966.6      $ 10,688.5      $ 9,882.3  

The carrying amounts of all other significant debt approximates fair value.

Net Investment Hedge

The Company has designated the €300.0 million principal balance of the 3.75% senior notes due October 2021 as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets. At December 31, 2018, $3.6 million of deferred losses have been recorded in AOCI. See Footnote 12 for disclosures regarding the Company’s derivative financial instruments.