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Long-Term Debt | 12 Months Ended
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Dec. 31, 2020
Long-Term Debt |
Long-Term Debt | Note 4—Long-Term Debt ​ Long-term debt consists of the following: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | December 31, 2020 | ​ | December 31, 2019 |
​ |  | ​ |  | 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 nil at December 31, 2020 and 2019, respectively) | ​ | January 2024 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 160.0 | ​ | ​ | 160.0 | ​
Euro Commercial Paper Program (plus unamortized premium of nil and nil at December 31, 2020 and 2019, respectively) | ​ | January 2024 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 235.5 | ​ | ​ | 235.5 | ​
2.20% Senior Notes (less unamortized discount of nil at December 31, 2019) | ​ | April 2020 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 400.0 | ​ | ​ | 400.0 | ​
3.125% Senior Notes (less unamortized discount of nil and $0.1 at December 31, 2020 and 2019, respectively) | ​ | September 2021 | ​ | ​ | 227.7 | ​ | ​ | 231.6 | ​ | ​ | 227.6 | ​ | ​ | 231.0 | ​
4.00% Senior Notes (less unamortized discount of $0.1 and $0.2 at December 31, 2020 and 2019, respectively) |  | February 2022 | ​ | ​ | 294.9 | ​ | ​ | 303.6 | ​ | ​ | 294.8 | ​ | ​ | 304.0 | ​
3.20% Senior Notes (less unamortized discount of $0.2 and $0.2 at December 31, 2020 and 2019, respectively) | ​ | April 2024 | ​ | ​ | 349.8 | ​ | ​ | 378.1 | ​ | ​ | 349.8 | ​ | ​ | 363.7 | ​
2.050% Senior Notes (less unamortized discount of $0.6 at December 31, 2020) | ​ | March 2025 | ​ | ​ | 399.4 | ​ | ​ | 420.7 | ​ | ​ | — | ​ | ​ | — | ​
0.750% Euro Senior Notes (less unamortized discount of $2.4 at December 31, 2020) | ​ | May 2026 | ​ | ​ | 608.4 | ​ | ​ | 633.6 | ​ | ​ | — | ​ | ​ | — | ​
2.000% Euro Senior Notes (less unamortized discount of $2.4 and $2.5 at December 31, 2020 and 2019, respectively) | ​ | October 2028 | ​ | ​ | 608.4 | ​ | ​ | 694.9 | ​ | ​ | 558.2 | ​ | ​ | 622.8 | ​
4.350% Senior Notes (less unamortized discount of $0.4 and $0.4 at December 31, 2020 and 2019, respectively) | ​ | June 2029 | ​ | ​ | 499.6 | ​ | ​ | 608.4 | ​ | ​ | 499.6 | ​ | ​ | 562.9 | ​
2.800% Senior Notes (less unamortized discount of $0.6 and $0.7 at December 31, 2020 and 2019, respectively) | ​ | February 2030 | ​ | ​ | 899.4 | ​ | ​ | 987.8 | ​ | ​ | 899.3 | ​ | ​ | 897.3 | ​
Other debt |  | 2021-2032 | ​ | ​ | 6.7 | ​ | ​ | 6.7 | ​ |  | 5.5 | ​ | ​ | 5.5 | ​
Less unamortized deferred debt issuance costs | ​ | ​ | ​ | ​ | (27.8) | ​ | ​ | — | ​ | ​ | (23.6) | ​ | ​ | — | ​
Total debt | ​ | ​ | ​ | ​ | 3,866.5 | ​ | ​ | 4,265.4 | ​ |  | 3,606.7 | ​ |  | 3,782.7 | ​
Less current portion | ​ | ​ | ​ | ​ | 230.3 | ​ |  | 234.2 | ​ |  | 403.3 | ​ |  | 403.3 | ​
Total long-term debt | ​ | ​ | ​ | $ | 3,636.2 | ​ | $ | 4,031.2 | ​ | $ | 3,203.4 | ​ | $ | 3,379.4 | ​
(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 existing $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, in various currencies, at a spread over LIBOR. The Company may utilize the Revolving Credit Facility for general corporate purposes. Due to the significant volatility in the credit and capital markets resulting from the outbreak of the COVID-19 pandemic, the Company borrowed approximately $1,255.6 under the Revolving Credit Facility in the first quarter of 2020, at a weighted average interest rate of 1.82%. The outstanding borrowings as of March 31, 2020 included €200.0 ($217.4 at date of issuance) of euro-denominated borrowings, with the remainder of the outstanding borrowings denominated in U.S. dollars. The borrowings under the Revolving Credit Facility during the first quarter of 2020 were used in part to repay outstanding balances under the U.S. Commercial Paper Program and the Euro Commercial Paper Program (each as defined below). During the second quarter of 2020, the Company repaid all of the outstanding borrowings under the Revolving Credit Facility using cash and cash equivalents on hand as well as the net proceeds from the 2026 Euro Notes (defined below). At December 31, 2020 and 2019, there were no outstanding borrowings under the Revolving Credit Facility. 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). Any outstanding borrowings under the Revolving Credit Facility are classified as long-term debt in the accompanying Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. ​ Other Line of Credit Facilities ​ On March 20, 2020, the Company, through one of its wholly owned foreign subsidiaries, borrowed $100.0 (the maximum borrowing capacity) on an uncommitted line of credit, at a variable LIBOR-based interest rate, initially set at 1.92%. This line of credit, which was guaranteed by the Company and carried an interest rate of LIBOR plus 80 basis points, expired on December 19, 2020. Borrowings under this line of credit arrangement were used for general corporate purposes. The carrying value of this borrowing approximated its fair value due primarily to its market interest rates and was classified as Level 2 in the fair value hierarchy (Note 5). Prior to maturity, on May 5, 2020, the Company repaid, in full, the outstanding borrowing on this uncommitted line of credit, using cash and cash equivalents on hand. ​ Commercial Paper Programs ​ The Company has a commercial paper program pursuant to which the Company issues short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) 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. As of December 31, 2020, there were no USCP Notes outstanding under the U.S. Commercial Paper Program, while there was $160.0 of USCP Notes outstanding as of December 31, 2019. The average interest rate on the outstanding USCP Notes as of December 31, 2019 was 1.85%. ​ On July 10, 2018, the Company and one of its wholly owned European subsidiaries (collectively, 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. In addition, effective April 14, 2020, a subsidiary of the Company is able to issue ECP Notes through the Bank of England’s COVID Corporate Financing Facility (the “BOE Facility”). The BOE Facility will be available until March 22, 2021, although the Company has no current intentions to borrow under the BOE Facility. As of December 31, 2020, there were no ECP Notes outstanding under the Euro Commercial Paper Program. As of December 31, 2019, the amount of ECP Notes outstanding was €210.0 (approximately $235.5), with an average interest rate on such outstanding ECP Notes of (0.13)%. ​ Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. As of December 31, 2020, 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. Any outstanding 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 February 20, 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due March 1, 2025 at 99.829% of face value (the “2025 Senior Notes”). The 2025 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2025 Senior Notes is payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2020. Prior to February 1, 2025, the Company may, at its option, redeem some or all of the 2025 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, 2025, the Company may, at its option, redeem some or all of the 2025 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. On April 1, 2020, the Company used the net proceeds from the 2025 Senior Notes to repay the $400.0 principal amount of unsecured 2.20% Senior Notes due April 1, 2020 upon maturity. ​ 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 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 the date of redemption. In January 2019, 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 principal amount of unsecured 2.55% Senior Notes due in January 2019. ​ On September 4, 2019, the Company commenced tender offers (the “Tender Offers”) to purchase for cash any and all of the Company’s outstanding (i) $375.0 principal amount of 3.125% Senior Notes due September 2021 (the “2021 Senior Notes”) and (ii) $500.0 principal amount of 4.00% Senior Notes due February 2022 (the “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 was 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, 2020, 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. ​ All of the Company’s outstanding senior notes in the United States (the “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 2021 Senior Notes are due in September 2021 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, 2020. ​ Euro Senior Notes ​ On May 4, 2020, the Euro Issuer issued €500.0 (approximately $545.4 at date of issuance) principal amount of unsecured 0.750% Senior Notes due May 4, 2026 at 99.563% of face value (the “2026 Euro Notes” or the “0.750% Euro Senior Notes”). The 2026 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 2026 Euro Notes is payable annually on May 4 of each year, commencing on May 4, 2021. Prior to February 4, 2026, the Company may, at its option, redeem some or all of the 2026 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 February 4, 2026, the Company may, at its option, redeem some or all of the 2026 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 fair value of the 2026 Euro 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). The Company used the net proceeds from the 2026 Euro Notes to repay amounts outstanding under its Revolving Credit Facility. ​ 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 the “2.000% Euro Senior Notes”, collectively with the 2026 Euro Notes, the “Euro Notes”, and collectively with the U.S. Senior Notes and 2026 Euro Notes, the “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, 2020) over each of the next five years ending December 31 and thereafter, is as follows: ​
​ | ​ | ​ | ​ | ​
2021 | ​ | $ | 230.5 |
2022 | ​ |  | 295.6 | ​
2023 | ​ |  | 0.7 | ​
2024 | ​ |  | 350.5 | ​
2025 | ​ |  | 400.0 | ​
Thereafter | ​ |  | 2,617.0 | ​
​ | ​ | $ | 3,894.3 | ​
​ At December 31, 2020, the Company had approximately $73.3 of uncommitted standby letter of credit facilities, of which $30.5 were issued.

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- 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
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