XML 50 R12.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Long-Term Debt | 12 Months Ended
--- | ---
Dec. 31, 2019
Long-Term Debt |
Long-Term Debt | Note 4—Long-Term Debt ​ Long-term debt consists of the following: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | December 31, 2019 | ​ | December 31, 2018 |
​ |  | ​ |  | Carrying |  | Approximate |  | Carrying |  | Approximate |
​ | ​ | Maturity | ​ | Amount | ​ | Fair Value (1) | ​ | Amount | ​ | Fair Value (1) | ​
Revolving Credit Facility | ​ | January 2024 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​
U.S. Commercial Paper Program (less unamortized discount of nil and $0.5 at December 31, 2019 and 2018, respectively) | ​ | January 2024 | ​ | ​ | 160.0 | ​ | ​ | 160.0 | ​ | ​ | 554.5 | ​ | ​ | 554.5 | ​
Euro Commercial Paper Program (plus unamortized premium of nil and nil at December 31, 2019 and 2018, respectively) | ​ | January 2024 | ​ | ​ | 235.5 | ​ | ​ | 235.5 | ​ | ​ | 68.8 | ​ | ​ | 68.8 | ​
2.55% Senior Notes (less unamortized discount of nil at December 31, 2018) | ​ | January 2019 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 750.0 | ​ | ​ | 749.4 | ​
2.20% Senior Notes (less unamortized discount of nil and $0.1 at December 31, 2019 and 2018, respectively) | ​ | April 2020 | ​ | ​ | 400.0 | ​ | ​ | 400.0 | ​ | ​ | 399.9 | ​ | ​ | 395.5 | ​
3.125% Senior Notes (less unamortized discount of $0.1 and $0.1 at December 31, 2019 and 2018, respectively) | ​ | September 2021 | ​ | ​ | 227.6 | ​ | ​ | 231.0 | ​ | ​ | 374.9 | ​ | ​ | 374.2 | ​
4.00% Senior Notes (less unamortized discount of $0.2 and $0.4 at December 31, 2019 and 2018, respectively) |  | February 2022 | ​ | ​ | 294.8 | ​ | ​ | 304.0 | ​ | ​ | 499.6 | ​ | ​ | 508.8 | ​
3.20% Senior Notes (less unamortized discount of $0.2 and $0.3 at December 31, 2019 and 2018, respectively) | ​ | April 2024 | ​ | ​ | 349.8 | ​ | ​ | 363.7 | ​ | ​ | 349.7 | ​ | ​ | 334.5 | ​
2.000% Euro Senior Notes (less unamortized discount of $2.5 and $2.8 at December 31, 2019 and 2018, respectively) | ​ | October 2028 | ​ | ​ | 558.2 | ​ | ​ | 622.8 | ​ | ​ | 570.5 | ​ | ​ | 572.8 | ​
4.350% Senior Notes (less unamortized discount of $0.4 at December 31, 2019) | ​ | June 2029 | ​ | ​ | 499.6 | ​ | ​ | 562.9 | ​ | ​ | — | ​ | ​ | — | ​
2.800% Senior Notes (less unamortized discount of $0.7 at December 31, 2019) | ​ | February 2030 | ​ | ​ | 899.3 | ​ | ​ | 897.3 | ​ | ​ | — | ​ | ​ | — | ​
Notes payable to foreign banks and other debt |  | 2020-2032 | ​ | ​ | 5.5 | ​ | ​ | 5.5 | ​ |  | 16.6 | ​ | ​ | 16.6 | ​
Less unamortized deferred debt issuance costs | ​ | ​ | ​ | ​ | (23.6) | ​ | ​ | — | ​ | ​ | (13.8) | ​ | ​ | — | ​
Total debt | ​ | ​ | ​ | ​ | 3,606.7 | ​ | ​ | 3,782.7 | ​ |  | 3,570.7 | ​ |  | 3,575.1 | ​
Less current portion | ​ | ​ | ​ | ​ | 403.3 | ​ |  | 403.3 | ​ |  | 764.3 | ​ |  | 763.7 | ​
Total long-term debt | ​ | ​ | ​ | $ | 3,203.4 | ​ | $ | 3,379.4 | ​ | $ | 2,806.4 | ​ | $ | 2,811.4 | ​
(1) | The fair value of each series of the Company’s Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5).
​ Revolving Credit Facility ​ On January 15, 2019, the Company amended its $2,000.0 unsecured credit facility with a $2,500.0 unsecured credit facility (“Revolving Credit Facility”). The Revolving Credit Facility, which matures January 2024, gives the Company the ability to borrow at a spread over LIBOR. The Company may utilize the Revolving Credit Facility for general corporate purposes. The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value due primarily to their market interest rates and would be classified as Level 2 in the fair value hierarchy (Note 5). At December 31, 2019 and 2018, there were no borrowings under the Revolving Credit Facility. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. ​ Commercial Paper ​ The Company has a commercial paper program pursuant to which the Company issues short-term unsecured commercial paper notes (“U.S. Commercial Paper” or “USCP Notes”) in one or more private placements in the United States (the “U.S. Commercial Paper Program”). The maturities of the USCP Notes vary, but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis. The average interest rate on the U.S. Commercial Paper as of December 31, 2019 and 2018 was 1.85% and 2.88%, respectively. ​ On July 10, 2018, the Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) entered into a euro-commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”) pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The maturities of the ECP Notes will vary, but may not exceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the euro-commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. Dollars or other currencies. As of December 31, 2019 and 2018, the amount of ECP Notes outstanding was €210.0 (approximately $235.5) and €60.0 (approximately $68.8), respectively. The average interest rate on the ECP Notes outstanding as of December 31, 2019 and 2018 was (0.13)% and (0.10)%, respectively. ​ Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. As of December 31, 2019, the authorization from the Company’s Board of Directors limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper, euro-commercial paper or similar programs at any time to $2,500.0, consistent with the Revolving Credit Facility. In addition, the maximum aggregate principal amount outstanding of USCP Notes at any time is $2,500.0, while the maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes. The Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility. The Commercial Paper is actively traded and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The carrying value of Commercial Paper borrowings approximates their fair value. U.S. Senior Notes ​ On January 9, 2019, the Company issued $500.0 principal amount of unsecured 4.350% Senior Notes due June 1, 2029 at 99.904% of face value (the “2029 Senior Notes”). The 2029 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2029 Senior Notes is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2019. Prior to March 1, 2029, the Company may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after March 1, 2029, the Company may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying the redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Company used the net proceeds from the 2029 Senior Notes, along with proceeds from borrowings under the U.S. Commercial Paper Program, to repay the $750.0 of 2.55% Senior Notes due in January 2019. ​ On September 4, 2019, the Company commenced tender offers (“Tender Offers”) to purchase for cash any and all of the Company’s outstanding (i) $375.0 principal amount of its 3.125% Senior Notes due September 2021 (“2021 Senior Notes”) and (ii) $500.0 principal amount of its 4.00% Senior Notes due February 2022 (“2022 Senior Notes”). On September 11, 2019, as a result of the Tender Offers, the Company accepted for payment $147.3 aggregate principal amount of the 2021 Senior Notes and $205.0 aggregate principal amount of the 2022 Senior Notes for 101.9% and 104.5% of par value, respectively (collectively, the “Tendered Notes”), plus accrued and unpaid interest to, but not including, the settlement date of the Tender Offers. The total consideration for the Tendered Notes was $368.8, which in addition to the Tendered Notes, included $13.4 of premiums and fees paid related to the early extinguishment of debt and $3.1 of accrued interest. For the year ended December 31, 2019, the Company recorded a loss on early debt extinguishment of $14.3 ($12.5 after-tax, or $0.04 per diluted share) within Loss on early extinguishment of debt on the accompanying Consolidated Statements of Income. This charge is primarily comprised of the premiums and fees incurred related to the Tendered Notes, along with the non-cash charge associated with the write-off of the remaining unamortized deferred debt issuance costs associated with the Tendered Notes. The remaining principal amounts associated with the 2021 Senior Notes and 2022 Senior Notes, which were not redeemed as a result of the Tender Offers, remain outstanding as of December 31, 2019, as noted in the table above. ​ On September 10, 2019, the Company issued $900.0 principal amount of unsecured 2.800% Senior Notes due February 15, 2030 at 99.920% of face value (the “2030 Senior Notes”). The 2030 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2030 Senior Notes is payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2020. Prior to November 15, 2029, the Company may, at its option, redeem some or all of the 2030 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after November 15, 2029, the Company may, at its option, redeem some or all of the 2030 Senior Notes at any time by paying the redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In September 2019, the Company used the net proceeds from the 2030 Senior Notes to fund the cash consideration payable in the Tender Offers, with the remaining net proceeds being used for general corporate purposes, including to partially reduce outstanding borrowings related to the U.S. Commercial Paper Program. ​ On April 5, 2017, the Company issued $400.0 principal amount of unsecured 2.20% Senior Notes due April 1, 2020 at 99.922% of face value (the “2020 Senior Notes”) and $350.0 principal amount of unsecured 3.20% Senior Notes due April 1, 2024 at 99.888% of face value (the “2024 Senior Notes” and, together with the 2020 Senior Notes, the “2020 and 2024 Notes”). Interest on each of the 2020 Senior Notes and 2024 Senior Notes is payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2017. Prior to maturity, the Company may, at its option, redeem some or all of the 2020 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Prior to February 1, 2024, the Company may, at its option, redeem some or all of the 2024 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after February 1, 2024, the Company may, at its option, redeem some or all of the 2024 Senior Notes at any time by paying the redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In September 2017, the Company used the net proceeds from the 2020 and 2024 Notes to repay all of its outstanding $375.0 principal amount of 1.55% Senior Notes due September 15, 2017, with the remainder of the net proceeds being used for general corporate purposes. ​ All of the Company’s outstanding senior notes in the United States (“U.S. Senior Notes”) are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and, with certain exceptions, a make-whole premium. The Company’s 2.20% Senior Notes are due in April 2020 and are therefore recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Consolidated Balance Sheets as of December 31, 2019. ​ Euro Senior Notes ​ On October 8, 2018, the Euro Issuer issued €500.0 (approximately $574.6 at date of issuance) principal amount of unsecured 2.000% Senior Notes due October 8, 2028 at 99.498% of face value (the “2028 Euro Notes” or “2.000% Euro Senior Notes”, and collectively with the U.S. Senior Notes, “Senior Notes”). The 2028 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on the 2028 Euro Notes is payable annually on October 8 of each year, commencing on October 8, 2019. Prior to July 8, 2028, the Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after July 8, 2028, the Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying the redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Company used a portion of the net proceeds from the 2028 Euro Notes to repay a portion of the outstanding amounts under its Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes. ​ The Company’s Senior Notes contain certain financial and non-financial covenants. ​ The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2019) over each of the next five years ending December 31 and thereafter, is as follows: ​
​ | ​ | ​ | ​ | ​
2020 | ​ | $ | 403.5 |
2021 | ​ |  | 228.2 | ​
2022 | ​ |  | 295.2 | ​
2023 | ​ |  | 0.3 | ​
2024 | ​ |  | 745.5 | ​
Thereafter | ​ |  | 1,957.6 | ​
​ | ​ | $ | 3,630.3 | ​
​ At December 31, 2019, the Company had approximately $70.8 of uncommitted standby letter of credit facilities, of which $30.0 were issued.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration