Debt

Debt maturing within one year:



(in Millions)	September 30, 2018		December 31, 2017
Short-term foreign debt ⁽¹⁾	$	65.8	$	91.4
Total short-term debt	$	65.8	$	91.4
Current portion of long-term debt	83.6		101.2
Total short-term debt and current portion of long-term debt	$	149.4	$	192.6

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(1)	At September 30, 2018, the average effective interest rate on the borrowings was 7.4%.

Long-term debt:



(in Millions)	September 30, 2018
(in Millions)	Interest Rate Percentage	Maturity Date	September 30, 2018			December 31, 2017
Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively)	1.8 - 6.5%	2021 - 2032	$	51.6		$	51.6
Senior notes (less unamortized discount of $0.9 and $1.1, respectively)	3.95 - 5.2%	2019 - 2024	999.1			998.9
2014 Term Loan Facility	3.5%	2020	150.0			450.0
2017 Term Loan Facility	3.5%	2022	1,400.0			1,500.0
Revolving Credit Facility ⁽¹⁾	4.8%	2022	—			—
FMC Lithium Revolving Credit Facility ⁽²⁾	4.9%	2023	—			—
Foreign debt	0 - 7.2%	2018 - 2024	86.9			106.9
Debt issuance cost			(10.7		)	(13.2		)
Total long-term debt			$	2,676.9		$	3,094.2
Less: debt maturing within one year			83.6			101.2
Total long-term debt, less current portion			$	2,593.3		$	2,993.0

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(1)	Letters of credit outstanding under our Revolving Credit Facility totaled $201.7 million and available funds under this facility were $1,298.3 million at September 30, 2018.


(2)	As of September 30, 2018, there were no letters of credit outstanding under our FMC Lithium Revolving Credit Facility.

Revolving Credit Agreement Amendment

On September 28, 2018, we entered into Amendment No. 1 (“Revolving Credit Amendment”) to that certain Second Amended and Restated Credit Agreement, dated as of May 2, 2017. The Revolving Credit Amendment amends the Revolving Credit Agreement in order to permit the previously disclosed separation and spin-off of FMC Lithium, as set forth in the Revolving Credit Amendment.

2017 Term Loan Agreement Amendment

On September 28, 2018, we entered into Amendment No. 1 (“2017 Term Loan Amendment”) to that certain Term Loan Agreement, dated as of May 2, 2017. The 2017 Term Loan Amendment amends the 2017 Term Loan Agreement in order to permit our previously disclosed separation and spin-off of the FMC Lithium segment, as set forth in the 2017 Term Loan Amendment.

2014 Term Loan Agreement Amendment

On September 28, 2018, we entered into Amendment No. 4 (“2014 Term Loan Amendment”) to that certain Term Loan Agreement, dated as of October 10, 2014. The 2014 Term Loan Amendment amends the 2014 Term Loan Agreement in order to permit our previously disclosed separation and spin-off of the FMC Lithium business, as set forth in the 2014 Term Loan Amendment.

FMC Lithium Revolving Credit Facility

On September 28, 2018, our Lithium segment entered into a credit agreement among its subsidiary, FMC Lithium USA Corp., as borrowers (the “Borrowers”), certain of FMC Lithium's wholly owned subsidiaries as guarantors, the lenders party thereto (the “Lenders”), Citibank, N.A., as administrative agent, and certain other financial institutions party thereto, as joint lead arrangers (the “Credit Agreement”). The Credit Agreement provides for a $400 million senior secured revolving credit facility, $50 million of which is available for the issuance of letters of credit for the account of the Borrowers, with an option, subject to certain conditions and limitations, to increase the aggregate amount of the revolving credit commitments to $600 million (the “Revolving Credit Facility”). The issuance of letters of credit and the proceeds of revolving credit loans made pursuant to the Revolving Credit Facility are available, and will be used, for general corporate purposes, including capital expenditures and permitted acquisitions, of the Borrowers and their subsidiaries.

Amounts under the Revolving Credit Facility may be borrowed, repaid and re-borrowed from time to time until the final maturity date of the Revolving Credit Facility, which will be the fifth anniversary of the Revolving Credit Facility’s effective date. Voluntary prepayments and commitment reductions under the Revolving Credit Facility are permitted at any time without any prepayment premium upon proper notice and subject to minimum dollar amounts.

Revolving loans under the Credit Agreement will bear interest at a floating rate, which will be a base rate or a Eurodollar rate equal to the London interbank offered rate for the relevant interest period, plus, in each case, an applicable margin based on the Lithium segment's leverage ratio, as determined in accordance with the provisions of the Credit Agreement. The base rate will be the greatest of: the rate of interest announced publicly by Citibank, N.A. in New York City from time to time as its “base rate”; the federal funds effective rate plus 0.5%; and a Eurodollar rate for a one-month interest period plus 1%. Each borrower on a joint and several basis is required to pay a commitment fee quarterly in arrears on the average daily unused amount of each Lender’s revolving credit commitment at a rate equal to an applicable percentage based on the Lithium segment’s leverage ratio, as determined in accordance with the provisions of the Credit Agreement. The applicable margin and the commitment fee are subject to adjustment as provided in the Credit Agreement.

The Borrowers’ present and future domestic material subsidiaries (the “Guarantors”) will guarantee the obligations of the Borrowers under the Revolving Credit Facility. The obligations of the Borrowers and the Guarantors are secured by all of the present and future assets of the Borrowers and the Guarantors, including the Borrowers’ facility and real estate in Bessemer City, North Carolina, subject to certain exceptions and exclusions as set forth in the Credit Agreement and other security and collateral documents.

The Credit Agreement contains certain affirmative and negative covenants that are binding on the Borrowers and their subsidiaries, including, among others, restrictions (subject to exceptions and qualifications) on the ability of the Borrowers and their subsidiaries to create liens, to undertake fundamental changes, to incur debt, to sell or dispose of assets, to make investments, to make restricted payments such as dividends, distributions or equity repurchases, to change the nature of their businesses, to enter into transactions with affiliates and to enter into certain burdensome agreements.

Covenants

Among other restrictions, our Revolving Credit Facility and both 2014 and 2017 Term Loan Facilities contain financial covenants applicable to FMC and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). Our actual leverage for the four consecutive quarters ended September 30, 2018 was 2.4, which is below the maximum leverage of 4.5 at September 30, 2018. Our actual interest coverage for the four consecutive quarters ended September 30, 2018 was 9.3, which is above the minimum interest coverage of 3.5. We were in compliance with all covenants at September 30, 2018.

The FMC Lithium Revolving Credit Facility contains financial covenants applicable to FMC Lithium and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). Under the FMC Lithium Revolving Credit Facility, FMC Lithium must maintain a leverage ratio of no more than 3.50 to 1.00 and a minimum interest coverage ratio of at least 3.50 to 1.00, each as measured as of the end of each fiscal quarter. We were in compliance with all covenants at September 30, 2018.