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Debt | 6 Months Ended
--- | ---
Jun. 30, 2022
Debt Disclosure [Abstract] |
DEBT | DEBT The carrying value of our credit facilities, finance leases and long-term debt as of June 30, 2022 and December 31, 2021 is listed in the following table, and is adjusted for the fair value of interest rate swaps, unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting. Original issue discounts, deferred issuance costs, and adjustments to fair value recorded in purchase accounting are amortized to interest expense over the term of the applicable instrument using the effective interest method.
|  |  |  | June 30, 2022 |  | December 31, 2021
Maturity |  | Interest Rate |  | Principal |  | Adjustments |  | Carrying Value |  | Principal |  | Adjustments |  | Carrying Value
Credit facilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Uncommitted Credit Facility |  | Variable |  | $ | 137.5 |  |  | $ | — |  |  | $ | 137.5 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
$3.0 billion - August 2026 |  | Variable |  | 714.4 |  |  | — |  |  | 714.4 |  |  | 24.3 |  |  | — |  |  | 24.3 |
Term Loan |  | Variable |  | 1,000.0 |  |  | — |  |  | 1,000.0 |  |  | — |  |  | — |  |  | — |
Commercial Paper |  | Variable |  | 500.0 |  |  | (0.4) |  |  | 499.6 |  |  | — |  |  | — |  |  | — |
Senior notes: |  |  |  |  |  |  |  |  |  |  |  |  |  |
May 2023 |  | 4.750 |  | 300.0 |  |  | (4.0) |  |  | 296.0 |  |  | 300.0 |  |  | (0.1) |  |  | 299.9 |
August 2024 |  | 2.500 |  | 900.0 |  |  | (4.0) |  |  | 896.0 |  |  | 900.0 |  |  | (4.8) |  |  | 895.2 |
March 2025 |  | 3.200 |  | 500.0 |  |  | (1.9) |  |  | 498.1 |  |  | 500.0 |  |  | (2.2) |  |  | 497.8 |
November 2025 |  | 0.875 |  | 350.0 |  |  | (2.3) |  |  | 347.7 |  |  | 350.0 |  |  | (2.6) |  |  | 347.4 |
July 2026 |  | 2.900 |  | 500.0 |  |  | (2.5) |  |  | 497.5 |  |  | 500.0 |  |  | (2.8) |  |  | 497.2 |
November 2027 |  | 3.375 |  | 650.0 |  |  | (3.4) |  |  | 646.6 |  |  | 650.0 |  |  | (3.8) |  |  | 646.2 |
May 2028 |  | 3.950 |  | 800.0 |  |  | (11.6) |  |  | 788.4 |  |  | 800.0 |  |  | (12.4) |  |  | 787.6 |
March 2030 |  | 2.300 |  | 600.0 |  |  | (5.6) |  |  | 594.4 |  |  | 600.0 |  |  | (5.9) |  |  | 594.1 |
February 2031 |  | 1.450 |  | 650.0 |  |  | (7.5) |  |  | 642.5 |  |  | 650.0 |  |  | (7.9) |  |  | 642.1 |
February 2032 |  | 1.750 |  | 750.0 |  |  | (6.3) |  |  | 743.7 |  |  | 750.0 |  |  | (6.6) |  |  | 743.4 |
March 2033 |  | 2.375 |  | 700.0 |  |  | (7.4) |  |  | 692.6 |  |  | 700.0 |  |  | (7.6) |  |  | 692.4 |
March 2035 |  | 6.086 |  | 181.9 |  |  | (12.5) |  |  | 169.4 |  |  | 181.9 |  |  | (12.8) |  |  | 169.1 |
March 2040 |  | 6.200 |  | 399.9 |  |  | (3.5) |  |  | 396.5 |  |  | 399.9 |  |  | (3.6) |  |  | 396.3 |
May 2041 |  | 5.700 |  | 385.7 |  |  | (4.9) |  |  | 380.8 |  |  | 385.7 |  |  | (5.0) |  |  | 380.7 |
March 2050 |  | 3.050 |  | 400.0 |  |  | (7.0) |  |  | 393.0 |  |  | 400.0 |  |  | (7.1) |  |  | 392.9 |
Debentures: |  |  |  |  |  |  |  |  |  |  |  |  |  |
September 2035 |  | 7.400 |  | 148.1 |  |  | (30.6) |  |  | 117.5 |  |  | 148.0 |  |  | (31.1) |  |  | 116.9 |
Tax-exempt: |  |  |  |  |  |  |  |  |  |  |  |  |  |
2023 - 2051 |  | 0.300 - 2.600 |  | 1,189.1 |  |  | (7.4) |  |  | 1,181.8 |  |  | 1,189.1 |  |  | (7.6) |  |  | 1,181.5 |
Finance leases: |  |  |  |  |  |  |  |  |  |  |  |  |  |
2022 - 2063 |  | 0.806 - 9.750 |  | 269.3 |  |  | — |  |  | 269.3 |  |  | 249.4 |  |  | — |  |  | 249.4 |
Total Debt |  |  |  | $ | 12,025.9 |  |  | $ | (122.6) |  |  | 11,903.3 |  |  | $ | 9,678.3 |  |  | $ | (123.9) |  |  | 9,554.4 |
Less: current portion |  |  |  |  |  |  |  | (313.8) |  |  |  |  |  |  | (8.2) |
Long-term portion |  |  |  |  |  |  |  | $ | 11,589.5 |  |  |  |  |  |  | $ | 9,546.2 |
Credit Facilities The Credit Facility In August 2021, we entered into a $3.0 billion unsecured revolving credit facility (the Credit Facility). Borrowings under the Credit Facility mature in August 2026. As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extensions. The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $1.0 billion through increased commitments from existing lenders or the addition of new lenders. At our option, borrowings under the Credit Facility bear interest at a Base Rate, a daily floating LIBOR, or a Eurodollar Rate, plus a current applicable margin of 0.910% based on our Debt Ratings (all as defined in the Credit Facility agreement). On the earliest of (i) the date that all available tenors of U.S. dollar LIBOR have permanently or indefinitely ceased to be provided or have been announced to be no longer representative, (ii) June 30, 2023 or (iii) the effective date of an election to opt into a SOFR), the LIBOR rate will be replaced by a forward-looking term rate based on SOFR or a daily rate based on SOFR published on such date. The Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage. The Credit Facility can be used for working capital, capital expenditures, acquisitions, letters of credit and other general corporate purposes. The Credit Facility agreement requires us to comply with financial and other covenants. We may pay dividends and repurchase common stock if we are in compliance with these covenants. We had $714.4 million and $24.3 million outstanding under our Credit Facility as of June 30, 2022 and December 31, 2021, respectively. We had $350.6 million and $341.9 million of letters of credit outstanding under our Credit Facility as of June 30, 2022 and December 31, 2021, respectively. We also had $499.6 million of outstanding borrowings (net of related discount on issuance) under our commercial paper program as of June 30, 2022. If there is a default under our commercial paper program, we expect to use our Credit Facility to repay any outstanding commercial paper notes. As a result, availability under our Credit Facility was $1,435.0 million and $2,633.8 million as of June 30, 2022 and December 31, 2021, respectively. Uncommitted Credit Facility In January 2022, we entered into a $200.0 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility), which replaced the prior $135.0 million uncommitted credit facility (the Replaced Uncommitted Credit Facility). The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties. Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit, and other general corporate purposes. The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants. The Uncommitted Credit Facility may be terminated by either party at any time. As of June 30, 2022, we had $137.5 million outstanding under our Uncommitted Credit Facility. We had no borrowings outstanding as of December 31, 2021. Term Loan Credit Agreement On April 29, 2022, we entered into the $1.0 billion Term Loan Facility. The Term Loan Facility will mature on April 29, 2025 and bears interest at a base rate or a forward-looking SOFR, plus an applicable margin based on our debt ratings. On May 2, 2022, we completed the acquisition of US Ecology using proceeds from the Term Loan Facility and borrowings under the Credit Facility. Commercial Paper Program In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500.0 million outstanding at any one time. As of June 30, 2022, we had $500.0 million principal value of commercial paper issued and outstanding under the program, with a weighted average interest rate of 1.845% and weighted average maturity of 24 days. We maintain capacity under the Credit Facility to support our commercial paper program in the event of a default. Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of June 30, 2022. Senior Notes and Debentures In November 2021, we issued $700.0 million of 2.375% senior notes due 2033 (the 2.375% Notes). We used the net proceeds for general corporate purposes, including repayment of amounts outstanding under our unsecured and uncommitted credit facilities. Prior to such use, Republic may have temporarily invested the net proceeds in marketable securities and short-term investments. During the second quarter of 2021, we paid the entire $35.3 million principal balance of our 9.250% debentures which matured in May 2021. Our senior notes and debentures are general unsecured obligations. Interest is payable semi-annually. Interest Rate Swap and Lock Agreements Our ability to obtain financing through the capital markets is a key component of our financial strategy. Historically, we have managed risk associated with executing this strategy, particularly as it relates to fluctuations in interest rates, by using a combination of fixed and floating rate debt. From time to time, we also have entered into interest rate swap and lock agreements to manage risk associated with interest rates, either to effectively convert specific fixed rate debt to a floating rate (fair value hedges), or to lock interest rates in anticipation of future debt issuances (cash flow hedges). Fair Value Hedges During the second half of 2013, we entered into various interest rate swap agreements (the 2013 Interest Rate Swaps) relative to our 4.750% fixed rate senior notes due in May 2023 (4.750% Notes). The goal was to reduce overall borrowing costs and rebalance our debt portfolio's ratio of fixed-to-floating interest rates. As of June 30, 2022, these swap agreements had a total notional value of $300.0 million and mature in May 2023. We pay interest at floating rates based on changes in LIBOR and receive interest at a fixed rate of 4.750%. In 2013, these transactions were designated as fair value hedges because the swaps hedge against the changes in fair value of the 4.750% notes resulting from changes in interest rates. Contemporaneously with the $250.0 million partial redemption of the 4.750% Notes in November 2020, we dedesignated the proportional share of these swap agreements as fair value hedges. There was no ineffectiveness recognized in the dedesignation of these fair value hedges. Following the dedesignation, the fair value of these free-standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). As of June 30, 2022 and December 31, 2021, these free-standing derivatives were reflected at their fair value of a $0.4 million liability and a $3.9 million asset, respectively, and are included in other long-term liabilities and other assets, respectively, in our consolidated balance sheets. For the three and six months ended June 30, 2022, we recognized losses of $1.6 million and $4.3 million, respectively, and for the three and six months ended June 30, 2021, we recognized losses of $0.8 million and $2.0 million, respectively, directly in earnings as an adjustment to non-cash interest expense attributable to the change in fair value of the free-standing derivatives. As of June 30, 2022 and December 31, 2021, the 2013 Interest Rate Swaps that were designated as fair value hedges are reflected at their fair value of a $0.5 million liability and a $4.7 million asset, respectively, and are included in other long-term liabilities and other assets, respectively, in our consolidated balance sheets. To the extent they are effective, the remaining hedged portion of these interest rate swap agreements is included as an adjustment to long-term debt in our consolidated balance sheets. We recognized net interest income of $1.4 million and $2.0 million during the three months ended June 30, 2022 and 2021, respectively, and net interest income of $3.2 million and $3.9 million during the six months ended June 30, 2022 and 2021, respectively, related to net swap settlements for these interest rate swap agreements, which is included as an offset to interest expense in our consolidated statements of income. For the three months ended June 30, 2022 and 2021, we recognized gains of $1.3 million and $1.1 million, respectively, related to the impact of changes in the benchmark interest rate on the fair value of the hedged senior notes and offsetting losses of $1.9 million and $1.0 million, respectively, on the related interest rate swaps attributable to changes in the benchmark interest rate. For the six months ended June 30, 2022 and 2021, we recognized gains of $4.0 million and $2.6 million, respectively, related to the impact of changes in the benchmark interest rate on the fair value of the hedged senior notes and offsetting losses of $5.2 million and $2.4 million, respectively, on the related interest rate swaps attributable to changes in the benchmark interest rate. The difference of these fair value changes for the three and six months ended June 30, 2022 and 2021 was recorded directly in earnings as an adjustment to interest expense in our consolidated statements of income. For further detail regarding the effect of our fair value hedging on interest expense, refer to Note 11, Financial Instruments, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Cash Flow Hedges We have historically entered into multiple swap agreements designated as cash flow hedges to manage exposure to fluctuations in interest rates in anticipation of planned future issuances of senior notes. Upon the expected issuance of senior notes, we terminate the interest rate locks and settle with our counterparties. These transactions were accounted for as cash flow hedges. All of our cash flow hedges settled on or before December 31, 2020. The fair value of our interest rate locks is determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). As of June 30, 2022 and December 31, 2021, our previously terminated interest rate locks were recorded as components of accumulated other comprehensive loss of $23.6 million and $25.8 million, respectively, net of tax. The effective portion of the interest rate locks is amortized as an adjustment to interest expense over the life of the issued debt using the effective interest method. Over the next 12 months, we expect to amortize approximately $4.2 million, net of tax, from accumulated other comprehensive loss to interest expense as a yield adjustment of our senior notes. In connection with our acquisition of US Ecology, we novated an acquired interest rate swap agreement (the 2022 Interest Rate Swap) with an initial effective date of March 6, 2020 and an initial notional amount of $500.0 million relative to our Term Loan Facility. The interest rate swap matures in November 2026. The goal was to reduce overall borrowing costs. Under the terms of the acquired agreement, we pay interest at a fixed interest rate of 0.832% and received interest at floating rates based on changes in LIBOR. The interest rate swap is designated as a cash flow hedge. In May 2022, following the closing of the acquisition, we amended the reference rate from a floating rate based on LIBOR to a SOFR rate. In accordance with ASU 2020-04, the amendment of the reference rate did not result in dedesignation of the cash flow hedge. Changes in the fair value of the interest rate swap are recorded as a component of accumulated other comprehensive loss and are recognized in interest expense in the period in which the payment is settled. The fair value of our floating-to-fixed interest rate swap is determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). As of June 30, 2022, the 2022 Interest Rate Swap was recorded at its fair value of $27.7 million and is included in other assets in our consolidated balance sheets. Total unrealized loss recognized in accumulated other comprehensive loss for the 2022 Interest Rate Swap was $1.1 million, net of tax, for the three months ended June 30, 2022. For further detail regarding the effect of our cash flow hedging on interest expense, refer to Note 11, Financial Instruments, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Derivative Contracts Contemporaneously with the issuance of our 2.300% Notes in February 2020, we amended interest rate lock agreements with an aggregate notional value of $550.0 million, extending the mandatory maturity date from 2020 to 2030, and dedesignated them as cash flow hedges (2020 Extended Interest Rate Locks). Contemporaneously with the issuance of our 2.500% Notes in August 2019, we amended interest rate lock agreements with an aggregate notional value of $375.0 million, extending the mandatory maturity date from 2019 to 2024, and dedesignated them as cash flow hedges (2019 Extended Interest Rate Locks and collectively with the 2020 Extended Interest Rate Locks referred to as the Extended Interest Rate Locks). There was no ineffectiveness recognized in the termination of these cash flow hedges. In addition, we entered into offsetting interest rate swaps to offset future exposures to fair value fluctuations of the Extended Interest Rate Locks (2019 Offsetting Interest Rate Swap and the 2020 Offsetting Interest Rate Swap, or collectively the Offsetting Interest Rate Swaps). The fair value of these free-standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). As of June 30, 2022 and December 31, 2021, the fair values of the 2019 Extended Interest Rate Locks were liabilities of $0.4 million and $20.9 million, respectively, which were included in other long-term liabilities in our consolidated balance sheets. As of June 30, 2022, the fair value of the 2020 Extended Interest Rate Locks were assets of $31.8 million, which were included in other assets in our consolidated balance sheet, and as of December 31, 2021, the fair value of the 2020 Extended Interest Rate Locks were liabilities of $29.0 million, which were included in other long-term liabilities in our consolidated balance sheet. As of June 30, 2022, the fair value of the 2019 Offsetting Interest Rate Swap was a liability of $9.6 million, which was included in other long-term liabilities in our consolidated balance sheet, and as of December 31, 2021, the fair value of the 2019 Offsetting Interest Rate Swap was an asset of $11.1 million, which was included in other assets in our consolidated balance sheet. As of June 30, 2022 and December 31, 2021, the fair value of the 2020 Offsetting Interest Rate Swap was a liability of $55.9 million and $0.8 million, respectively, which were included in other long-term liabilities in our consolidated balance sheets. For the three and six months ended June 30, 2022, we recognized gains of $21.7 million and $74.8 million, respectively, on the change in fair value of the Extended Interest Rate Locks with offsetting losses of $21.3 million and $73.1 million, respectively, on the change in fair value of the Offsetting Interest Rate Swaps. For the three and six months ended June 30, 2021, we recognized losses of $18.2 million and gains of $28.9 million, respectively, on the change in fair value of the Extended Interest Rate Locks with offsetting gains of $17.6 million and offsetting losses of $29.1 million, respectively, on the change in fair value of the Offsetting Interest Rate Swaps. The changes in fair value were recorded directly in earnings as an adjustment to interest expense in our consolidated statements of income. Tax-Exempt Financings As of June 30, 2022 and December 31, 2021 we had $1,181.8 million and $1,181.5 million of certain variable rate tax-exempt financings outstanding respectively, with maturities ranging from 2023 to 2051. During 2021, we issued $205.0 million of tax exempt financings. In the fourth quarter of 2021, the Pennsylvania Economic Development Financing Authority issued, for our benefit, $30.0 million of Solid Waste Disposal Revenue Bonds. The proceeds from the issuance, after deferred issuance costs, will be used to fund qualifying landfill-related expenditures in the Commonwealth of Pennsylvania, of which $27.7 million and $17.2 million was incurred and reimbursed to us as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, we had $121.5 million and $139.0 million, respectively, of restricted cash and marketable securities, of which $2.0 million and $12.4 million, respectively, represented proceeds from the issuance of the tax-exempt bonds. All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, we currently have availability under our Credit Facility to fund these bonds until they are remarketed successfully. Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of June 30, 2022 and December 31, 2021. Finance Leases We had finance lease liabilities of $269.3 million and $249.4 million as of June 30, 2022 and December 31, 2021, respectively, with maturities ranging from 2022 to 2063.

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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 https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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