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FINANCING ARRANGEMENTS | 12 Months Ended
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Dec. 31, 2018
Debt Disclosure [Abstract] |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS The following table is a summary of the Company's financing arrangements (in thousands):
Current Obligations: | December 31, 2018 |  | December 31, 2017
Senior secured Term Loan Agreement ("Term Loan Agreement") | $ | 7,535 |  |  | $ | 4,000 |
Long-Term Obligations: |  |  |
Senior secured Term Loan Agreement due June 30, 2024 | $ | 734,697 |  |  | $ | 394,000 |
Senior unsecured notes, at 5.25%, due August 1, 2020 ("2020 Notes") | — |  |  | 400,000 |
Senior unsecured notes, at 5.125%, due June 1, 2021 ("2021 Notes") | 845,000 |  |  | 845,000 |
Long-term obligations, at par | $ | 1,579,697 |  |  | $ | 1,639,000 |
Unamortized debt issuance costs and premium, net | $ | (14,676 | ) |  | $ | (13,463 | )
Long-term obligations, at carrying value | $ | 1,565,021 |  |  | $ | 1,625,537 |
Financing Activities Senior Secured Term Loans. On April 17, 2018, the Company, and substantially all of the Company's domestic subsidiaries as guarantors, entered into the first amendment (the “First Amendment”) of the Term Loan Agreement. The First Amendment reduced the applicable interest rate margin for the Company’s initial term loans (the "Term Loans") outstanding under the Term Loan Agreement by 25 basis points for both Eurocurrency borrowings and base rate borrowings. After giving effect to the repricing, the applicable interest rate margins for the Term Loans are 1.75% for Eurocurrency borrowings and 0.75% for base rate borrowings. (12) FINANCING ARRANGEMENTS (Continued) On July 19, 2018, the Company, and substantially all of the Company’s domestic subsidiaries as guarantors, entered into an Incremental Facility Amendment (the “Incremental Facility Amendment”) to the Company’s Term Loan Agreement. The Incremental Facility Amendment increased the principal amount of the Term Loans outstanding under the Term Loan Agreement by $350.0 million. Term Loans under the Term Loan Agreement will mature on June 30, 2024 and may be prepaid at any time without premium or penalty other than customary breakage costs with respect to Eurodollar based loans. The Company’s obligations under the Term Loan Agreement are guaranteed by all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors. The effective interest rate of the Term Loans on December 31, 2018 was 4.27%. Concurrently with the closing on July 19, 2018 of the Incremental Facility Amendment, the Company purchased $322.0 million aggregate principal of the 2020 Notes. The total amount paid in purchasing the 2020 Notes was $330.9 million inclusive of $7.9 million of accrued interest and $1.0 million of debt redemption fees. On August 1, 2018, the Company redeemed the remaining $78.0 million of outstanding 2020 Notes. At December 31, 2018 and December 31, 2017, the fair value of the Term Loan Agreement debt was $707.0 million and $400.5 million, respectively, based on quoted market prices or other available market data. The fair value of the Term Loan Agreement debt is considered a Level 2 measure according to the fair value hierarchy. Senior Unsecured Notes. In 2012, the Company issued $800.0 million aggregate principal amount of 5.25% senior unsecured notes due August 1, 2020 (the "2020 Notes") with semi-annual fixed interest payments on February 1 and August 1 of each year. The Company repurchased or redeemed $400.0 million principal amount of the 2020 Notes during 2017 and, as described above, the Company repurchased or redeemed the remaining $400.0 million principal amount of the 2020 Notes during 2018. At December 31, 2017, the fair value of the 2020 Notes was $404.6 million based on quoted market prices for the instrument. The fair value of the 2020 Notes was considered a Level 2 measure according to the fair value hierarchy. In 2012, the Company issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes due June 1, 2021 (the "2021 Notes") with semi-annual fixed interest payments on June 1 and December 1 of each year. The Company repurchased $5.0 million principal amount of 2021 Notes during 2014. On March 14, 2016, the Company issued an additional $250.0 million aggregate principal amount of 2021 Notes as additional notes under the related indenture. At December 31, 2018 and 2017, the fair value of the Company's 2021 Notes was $845.0 million and $855.7 million, respectively, based on quoted market prices or other available market data. The fair value of the 2021 Notes is considered a Level 2 measure according to the fair value hierarchy. Upon proper notice to the holders of the 2021 Notes, the Company may presently redeem some or all of the 2021 Notes at par value plus unpaid interest. The 2021 Notes and the related indentures contain various customary non-financial covenants and are guaranteed by substantially all of the Company's current and future domestic restricted subsidiaries. The 2021 Notes are the Company's and the guarantors' senior unsecured obligations ranking equally with the Company's and the guarantors' existing and future senior unsecured obligations and senior to any future indebtedness that is expressly subordinated to the 2021 Notes and the guarantees. The 2021 Notes are effectively subordinated to all of the Company's and the Company subsidiaries' secured indebtedness under the Company's Term Loan Agreement, revolving credit facility and capital lease obligations to the extent of the value of the assets securing such secured indebtedness. The 2021 Notes are not guaranteed by the Company's existing and future Canadian or other foreign subsidiaries, and are structurally subordinated to all indebtedness and other liabilities, including trade payables, of the Company's subsidiaries that are not guarantors of the 2021 Notes. Revolving Credit Facility. On November 1, 2016, the Company and one of the Company's subsidiaries (the "Canadian Borrower") entered into an amended and restated credit agreement for the Company's revolving credit facility with Bank of America, N.A. (“BofA”), as agent for the lenders under the facility (the "Agent"). Under the amended and restated facility, the Company has the right to obtain revolving loans and letters of credit for a combined maximum of up to $300.0 million (with a sub-limit of $250.0 million for letters of credit) and the Canadian Borrower has the right to obtain revolving loans and letters of credit for a combined maximum of up to $100.0 million (with a $75.0 million sub-limit for letters of credit). Availability under the U.S. line is subject to a borrowing base basically comprised of 85% of the eligible accounts receivable of the Company and its U.S. subsidiaries plus 100% of cash deposited in a controlled account with the Agent, and availability under the Canadian line is subject to a borrowing base basically comprised of 85% of the eligible accounts receivable of the Company’s Canadian subsidiaries plus 100% of cash deposited in a controlled account with the Agent’s Canadian affiliate. Subject to certain conditions, the facility will expire on November 1, 2021. (12) FINANCING ARRANGEMENTS (Continued) Borrowings under the revolving credit facility bear interest at a rate of, at the Company’s option, either (i) LIBOR plus an applicable margin ranging from 1.25% to 1.50% per annum based primarily on the level of the Company’s average liquidity for the most recent 30 day period or (ii) BofA’s base rate plus an applicable margin ranging from 0.25% to 0.50% per annum based primarily on such average liquidity. There is also an unused line fee, calculated on the then unused portion of the lenders’ $400.0 million maximum commitments, ranging from 0.25% to 0.30% per annum of the unused commitment. For outstanding letters of credit, the Company will pay to the lenders a fee equal to the then applicable LIBOR margin described above, and to the issuing banks a standard fronting fee and customary fees and charges in connection with all amendments, extensions, draws and other actions with respect to letters of credit. The Company’s obligations under the revolving credit facility (including revolving loans and reimbursement obligations for outstanding letters of credit) are guaranteed by substantially all of the Company’s U.S. subsidiaries and secured by a first lien on the Company’s and its U.S. subsidiaries’ accounts receivable. The Canadian Borrower’s obligations under the facility are guaranteed by substantially all of the Company’s Canadian subsidiaries and secured by a first lien on the accounts receivable of the Canadian subsidiaries. The Company utilizes letters of credit primarily as security for financial assurance which it has been required to provide to regulatory bodies for its hazardous waste facilities and which would be called only in the event that the Company fails to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. On August 1, 2018, the Company borrowed $50.0 million under the revolving credit facility in connection with the redemption of $78.0 million of 2020 Notes. The Company repaid the $50.0 million borrowing during the fourth quarter of 2018. At December 31, 2018 and 2017, the revolving credit facility had no outstanding loan balances, availability of $235.4 million and $217.8 million, respectively, and outstanding letters of credit of $130.1 million and $134.1 million, respectively. Cash Flow Hedges The Company’s strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates. For interest rate derivatives deemed to be effective cash flow hedges, the change in fair value is recorded in stockholders’ equity as a component of accumulated other comprehensive loss and included in interest expense at the same time as interest expense is affected by the hedged transaction. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt. Although the interest rate on all $742.2 million aggregate principal amount of Term Loans which were outstanding on December 31, 2018 is variable under the Term Loan Agreement, the Company has effectively fixed the interest rate on $350.0 million aggregate principal amount of the Term Loans outstanding by entering into interest rate swap agreements in 2018 with a notional amount of $350.0 million. Under the terms of the interest rate swap agreements, the Company receives interest based on the 1-month LIBOR index and pays interest at a weighted average rate of approximately 2.92%. When combined with the 1.75% interest rate margin for Eurocurrency borrowings, the effective annual interest rate on such $350.0 million aggregate principal amount of Term Loans is therefore approximately 4.67%. The Company recognizes derivative instruments as either assets or liabilities on the balance sheet at fair value. No ineffectiveness has been identified on these swaps and, therefore, all unrealized changes in fair value are recorded in accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the Statement of Operations in the same period or periods during which the hedged transaction affects earnings. As of December 31, 2018, the Company recorded a derivative liability with a fair value of $8.8 million within accrued expenses in connection with these cash flow hedges. The fair value of the interest rate swaps included in the Level 2 tier of the fair value hierarchy is calculated using discounted cash flow valuation methodologies based upon the one month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the swaps. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.

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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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