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Long-Term Debt
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

Note H: Long-Term Debt

 

December 31

(in millions)

 

2020

 

 

2019

 

4.25% Senior Notes, due 2024

 

$

397.6

 

 

$

397.0

 

7% Debentures, due 2025

 

 

124.5

 

 

 

124.4

 

3.450% Senior Notes, due 2027

 

 

297.6

 

 

 

297.3

 

3.500% Senior Notes, due 2027

 

 

495.8

 

 

 

495.3

 

2.500% Senior Notes, due 2030

 

 

490.1

 

 

 

 

6.25% Senior Notes, due 2037

 

 

228.2

 

 

 

228.1

 

4.250% Senior Notes, due 2047

 

 

591.9

 

 

 

591.7

 

Floating Rate Senior Notes, due 2020, interest rate of 2.55%

   at December 31, 2019

 

 

 

 

 

299.7

 

Trade Receivable Facility, interest rate of 2.42% at December 31, 2019

 

 

 

 

 

340.0

 

Other notes

 

 

0.1

 

 

 

0.1

 

Total debt

 

 

2,625.8

 

 

 

2,773.6

 

Less: current maturities

 

 

 

 

 

(340.0

)

Long-term debt

 

$

2,625.8

 

 

$

2,433.6

 

 

On March 5, 2020, the Company issued $500.0 million aggregate principal amount of 2.500% Senior Notes due 2030 (the 2.500% Senior Notes). The 2.500% Senior Notes are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. The 2.500% Senior Notes are redeemable prior to December 15, 2029 at their make-whole redemption price at a discount rate of the U.S. Treasury Rate plus 30 basis points, or on or after December 15, 2029 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the date of redemption. The Company used the net proceeds for general corporate purposes, including the repayment of $300.0 million of Floating Rate Senior Notes at maturity in May 2020. At December 31, 2019, the Floating Rate Senior Notes due May 2020 were classified as noncurrent long-term debt on the consolidated balance sheet as the Company had the intent and ability to refinance the notes on a long-term basis.

The Company’s 4.25% Senior Notes due 2024, 7% Debentures due 2025, 3.450% Senior Notes due 2027, 3.500% Senior Notes due 2027, 2.500% Senior Notes due 2030, 6.25% Senior Notes due 2037 and 4.250% Senior Notes due 2047 (collectively, the Senior Notes) are senior unsecured obligations of the Company, ranking equal in right of payment with the Company’s existing and future unsubordinated indebtedness.  Upon a change-of-control repurchase event and a resulting below-investment-grade credit rating, the Company would be required to make an offer to repurchase all outstanding Senior Notes, with the exception of the 7% Debentures due 2025, at a price in cash equal to 101% of the principal amount of the Senior Notes, plus any accrued and unpaid interest.  

The Senior Notes are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. The Senior Notes are redeemable prior to their respective maturity dates at a make-whole redemption price. The principal amount, effective interest rate and maturity date for the Senior Notes are as follows:

 

 

 

Principal

Amount

(in millions)

 

 

Effective

Interest

Rate

 

 

Maturity Date

4.25% Senior Notes

 

$

400.0

 

 

4.25%

 

 

July 2, 2024

7% Debentures

 

$

125.0

 

 

7.12%

 

 

December 1, 2025

3.450% Senior Notes

 

$

300.0

 

 

3.47%

 

 

June 1, 2027

3.500% Senior Notes

 

$

500.0

 

 

3.53%

 

 

December 15, 2027

2.500% Senior Notes

 

$

500.0

 

 

2.71%

 

 

March 15, 2030

6.25% Senior Notes

 

$

230.0

 

 

6.45%

 

 

May 1, 2037

4.250% Senior Notes

 

$

600.0

 

 

4.27%

 

 

December 15, 2047

 

The Company has a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank, Deutsche Bank Securities, Inc., and Wells Fargo Bank, N.A., as Co-Syndication Agents, and the lenders party thereto (the Credit Agreement), which provides for a $700.0 million five-year senior unsecured revolving facility (the Revolving Facility). Borrowings under the Revolving Facility bear interest, at the Company’s option, at rates based upon the London Inter-bank Offered Rate (LIBOR) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid.

The Credit Agreement requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization, as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during the quarter or three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 3.75x.  Additionally, if no amounts are outstanding under both the Revolving Facility and the trade receivable securitization facility (discussed later), consolidated debt, including debt for which the Company is a co-borrower (see Note O), shall be reduced by the Company’s unrestricted cash and cash equivalents in excess of $50.0 million, such reduction not to exceed $200.0 million, for purposes of the covenant calculation. The Company was in compliance with the Ratio at December 31, 2020.

The Revolving Facility expires on December 5, 2024, with any outstanding principal amounts, together with interest accrued thereon, due in full on that date.  Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility.  At December 31, 2020 and 2019, the Company had $2.6 million and $2.3 million, respectively, of outstanding letters of credit issued under the Revolving Facility and $697.4 million and $697.7 million, respectively, available for borrowing under the Revolving Facility. The Company paid the bank group an upfront loan commitment fee that is being amortized over the life of the Revolving Facility. The Revolving Facility includes an annual facility fee.

The Company, through a wholly-owned special-purpose subsidiary, has a $400.0 million trade receivable securitization facility (the Trade Receivable Facility). On September 23, 2020, the Company extended the maturity to September 22, 2021. The Trade Receivable Facility, with Truist Bank, Regions Bank, PNC Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined. Borrowings are limited to the lesser of the facility limit or the borrowing base, as defined. These receivables are originated by the Company and then sold or contributed to the wholly-owned special-purpose subsidiary. The Company continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary. Borrowings under the Trade Receivable Facility bear interest at a rate equal to asset-backed commercial paper costs of conduit lenders plus 0.85% for borrowings funded by conduit lenders and one-month LIBOR plus 1.00%, subject to change in the event that this rate no longer reflects the lender’s cost of lending, for borrowings funded by all other lenders. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.  At December 31, 2020, there were no borrowings outstanding under the Trade Receivable Facility and $340.0 million of borrowings outstanding at December 31, 2019.

The Company’s long-term debt maturities for the five years following December 31, 2020, and thereafter are:  

 

(in millions)

 

 

 

 

2021

 

$

 

2022

 

 

0.1

 

2023

 

 

 

2024

 

 

397.6

 

2025

 

 

124.5

 

Thereafter

 

 

2,103.6

 

Total

 

$

2,625.8