Debt

9 Months Ended

Sep. 30, 2019

Long-term debt as of September 30, 2019 and December 31, 2018, consisted of the following (in millions):



	September 30,			December 31,
	2019			2018
Senior Notes due October 2020, interest payable semi-annually at 3.625% ("2020 Notes")	$	1,150		$	1,150
Senior Euro Notes due January 2021, interest payable annually at 0.400% ("2021 Euro Notes")	546			572
Senior Euro Floating Rate Notes due May 2021, interest payable quarterly ("Floating Rate Notes") (1)	546			—
Senior Euro Notes due May 2021, interest payable annually at 0.125% ("May 2021 Euro Notes")	546			—
Senior Notes due August 2021, interest payable semi-annually at 2.250% ("2021 Notes")	750			750
Senior GBP Notes due June 2022, interest payable annually at 1.700% ("2022 GBP Notes")	369			382
Senior Notes due October 2022, interest payable semi-annually at 4.500% ("2022 Notes")	300			300
Senior Notes due April 2023, interest payable semi-annually at 3.500% ("2023 Notes")	700			700
Senior Euro Notes due May 2023, interest payable annually at 0.750% ("2023 Euro Notes")	1,365			—
Senior Notes due June 2024, interest payable semi-annually at 3.875% ("2024 Notes")	400			400
Senior Euro Notes due July 2024, interest payable annually at 1.100% ("2024 Euro Notes")	546			572
Senior GBP Notes due May 2025, interest payable annually at 2.602% ("2025 GBP Notes")	769			—
Senior Notes due October 2025, interest payable semi-annually at 5.000% ("2025 Notes")	900			900
Senior Notes due August 2026, interest payable semi-annually at 3.000% ("2026 Notes")	1,250			1,250
Senior Euro Notes due May 2027, interest payable annually at 1.500% ("2027 Euro Notes")	1,365			—
Senior Notes due May 2028, interest payable semi-annually at 4.250% ("2028 Notes")	400			400
Senior Notes due May 2029, interest payable semi-annually at 3.750% ("2029 Notes")	1,000			—
Senior Euro Notes due May 2030, interest payable annually at 2.000% ("2030 Euro Notes")	1,092			—
Senior GBP Notes due May 2031, interest payable annually at 3.360% ("2031 GBP Notes")	769			—
Senior Euro Notes due May 2039, interest payable annually at 2.950% ("2039 Euro Notes")	546			—
Senior Notes due August 2046, interest payable semi-annually at 4.500% ("2046 Notes")	500			500
Senior Notes due May 2048, interest payable semi-annually at 4.750% ("2048 Notes")	600			600
Revolving Credit Facility (2)	560			208
Other	55			34
	17,024			8,718
Current portion of long-term debt	(79		)	(48		)
Long-term debt, excluding current portion	$	16,945		$	8,670


(1)	As of September 30, 2019, the weighted-average interest rate of the Floating Rate Notes was 0.00%.


(2)	Interest on the Revolving Credit Facility is generally payable at LIBOR plus an applicable margin of up to 1.625% plus an unused commitment fee of up to 0.225%, each based upon the Company's corporate credit ratings. As of September 30, 2019, the weighted average interest rate on the Revolving Credit Facility, excluding fees, was 3.08%.

Short-term borrowings as of September 30, 2019 and December 31, 2018, consisted of the following (in millions):



	September 30,		December 31,
	2019		2018
Euro-commercial paper notes ("ECP Notes") (1)	$	2,856	$	—
U.S. commercial paper notes ("USCP Notes") (2)	150		250
Other	163		17
Total short-term borrowings	$	3,169	$	267


(1)	As of September 30, 2019, the weighted-average interest rate of the ECP Notes was (0.17)%, resulting in a reduction to Interest expense, net.


(2)	As of September 30, 2019, the weighted-average interest rate of the USCP Notes was 2.28%.

On May 21, 2019, FIS completed the issuance and sale of Euro- and Pound Sterling-denominated senior notes, consisting of €500 million in aggregate principal amount of Floating Rate Senior Notes due 2021 (the “Floating Rate Notes”), €500 million in aggregate principal amount of 0.125% Senior Notes due 2021 (the “May 2021 Euro Notes”), €1.25 billion in aggregate principal amount of 0.750% Senior Notes due 2023 (the “2023 Euro Notes”), €1.25 billion in aggregate principal amount of 1.500% Senior Notes due 2027 (the “2027 Euro Notes”), €1 billion in aggregate principal amount of 2.000% Senior Notes due 2030 (the “2030 Euro Notes”), €500 million in aggregate principal amount of 2.950% Senior Notes due 2039 (the “2039 Euro Notes”), £625 million of 2.602% Senior Notes due 2025 (the “2025 GBP Notes”), and £625 million of 3.360% Senior Notes due 2031 (the “2031 GBP Notes”). Also on May 21, 2019, FIS completed the issuance and sale of U.S. Dollar-denominated senior notes, consisting of $1.0 billion in aggregate principal amount of 3.750% Senior Notes due 2029 (the “2029 Notes”). The proceeds of the debt issuances were subsequently used to pay the cash portion of the purchase price and certain of the costs and expenses of the Worldpay transaction and to repay the outstanding Worldpay bank debt and notes.

On May 29, 2019, FIS established a Euro-commercial paper (“ECP”) program for the issuance and sale of senior, unsecured commercial paper notes, up to a maximum aggregate amount outstanding at any time of $4.7 billion (or its equivalent in other currencies). The ECP Notes will have maturities of up to 183 days from the date of issue. The ECP program was used to pay for certain of the costs and expenses of the Worldpay transaction. The ECP program is also used for general corporate purposes.

During March 2019, concurrent with the execution of the Worldpay merger agreement (see Note 3), FIS secured $9.5 billion of bridge financing commitments to ensure our ability to fund the cash requirements related to the Worldpay transaction. The bridge financing commitments were terminated in full in May 2019 following the (a) amendment of the Restated Credit Agreement to modify certain provisions and covenants of the Revolving Credit Facility and (b) the issuance of the senior notes discussed above.

On December 21, 2018, FIS entered into an interest rate swap that effectively converted the 2024 Euro Notes from a fixed-rate to a floating rate debt obligation. This derivative instrument was designated as a fair value hedge of the debt obligation. The fair value of the interest rate swap was $18 million at September 30, 2019, reflected as an increase in the hedged debt balance.

On September 21, 2018, FIS established a U.S. commercial paper (“USCP”) program for the issuance and sale of senior, unsecured commercial paper notes, up to a maximum aggregate amount outstanding at any time of $4.0 billion. On May 29, 2019, FIS increased the capacity on the USCP program from $4 billion to $5.5 billion. The USCP Notes have maturities of up to 397 days from the date of issue.

On September 21, 2018, FIS entered into a Seventh Amendment and Restatement Agreement (“Credit Facility Agreement”), which amended and restated FIS’ existing credit agreement (as amended, the “Restated Credit Agreement”). The Credit Facility Agreement increased the revolving credit commitments outstanding under the Revolving Credit Facility (“Revolving Credit Facility”) existing under the Restated Credit Agreement from $3.0 billion to $4.0 billion and extended the term of the Restated Credit Agreement to September 21, 2023. On May 29, 2019, FIS entered into an amendment to the Restated Credit Agreement to increase the revolving credit commitments outstanding under the Revolving Credit Facility from $4.0 billion to $5.5 billion. Borrowing under the Revolving Credit Facility will generally be used for general corporate purposes, including backstopping any notes that FIS may issue under the USCP and ECP programs described above. As of September 30, 2019, the outstanding principal balance of the Revolving Credit Facility was $560 million, with $4,937 million of borrowing capacity remaining thereunder (net of $3 million in outstanding letters of credit issued under the Revolving Credit Facility).

The obligations of FIS under the Revolving Credit Facility, USCP and ECP programs, and all of its outstanding senior notes rank equal in priority and are unsecured. The Revolving Credit Facility and the senior notes are subject to customary covenants, including, among others, customary events of default, and for the Revolving Credit Facility, a provision allowing for financing related to the acquisition of Worldpay and limitations on the payment of dividends by FIS.

The following summarizes the aggregate maturities of our long-term debt, including other financing obligations for certain hardware and software, based on stated contractual maturities, excluding the fair value of the interest rate swap and net unamortized non-cash bond premiums and discounts of $31 million, as of September 30, 2019 (in millions):



	Total
2019 remaining period	$	26
2020	1,222
2021	2,453
2022	691
2023	2,633
Thereafter	10,138
Total principal payments	17,163
Debt issuance costs, net of accumulated amortization	(108		)
Total long-term debt	$	17,055

There are no mandatory principal payments on the Revolving Credit Facility and any balance outstanding on the Revolving Credit Facility will be due and payable at its scheduled maturity date, which occurs at September 21, 2023.

FIS may redeem the 2020 Notes, 2021 Euro Notes, May 2021 Euro Notes, 2021 Notes, 2022 GBP Notes, 2022 Notes, 2023 Notes, 2023 Euro Notes, 2024 Notes, 2024 Euro Notes, 2025 GBP Notes, 2025 Notes, 2026 Notes, 2027 Euro Notes, 2028 Notes, 2029 Notes, 2030 Euro Notes, 2031 GBP Notes, 2039 Euro Notes, 2046 Notes and 2048 Notes at its option in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount to be redeemed and a make-whole amount calculated as described in the related indenture in each case plus accrued and unpaid interest to, but excluding, the date of redemption, provided no make-whole amount will be paid for redemptions of the 2020 Notes, the 2021 Euro Notes, the May 2021 Euro Notes, the 2021 Notes, the 2022 GBP Notes and the 2023 Euro Notes during the one month prior to their maturity, the 2022 Notes during the two months prior to their maturity, the 2023 Notes, the 2024 Notes, the 2024 Euro Notes, the 2025 GBP Notes, the 2025 Notes, the 2026 Notes, the 2027 Euro Notes, the 2028 Notes, the 2029 Notes, the 2030 Euro Notes, the 2031 GBP Notes and the 2039 Euro Notes during the three months prior to their maturity, and the 2046 Notes and 2048 Notes during the six months prior to their maturity.

Debt issuance costs of $108 million, net of accumulated amortization, remain capitalized as of September 30, 2019, related to all of the above outstanding debt.

We monitor the financial stability of our counterparties on an ongoing basis. The lender commitments under the undrawn portions of the Revolving Credit Facility are comprised of a diversified set of financial institutions, both domestic and international. The failure of any single lender to perform its obligations under the Revolving Credit Facility would not adversely impact our ability to fund operations.

The fair value of the Company’s long-term debt is estimated to be approximately $1,146 million higher than the carrying value excluding the fair value of the interest rate swap and unamortized discounts as of September 30, 2019. This estimate is based on quoted prices of our senior notes and trades of our other debt in close proximity to September 30, 2019, which are considered Level 2-type measurements. This estimate is subjective in nature and involves uncertainties and significant judgment in the interpretation of current market data. Therefore, the values presented are not necessarily indicative of amounts the Company could realize or settle currently.