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 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. The maximum aggregate principal
amount outstanding of ECP Notes at any time is $2,000.0. As of September 30, 2021, there
were no ECP Notes outstanding.
Amounts available under the
Commercial Paper Programs may be borrowed, repaid and re-borrowed
from time to time. In conjunction with the Revolving Credit
Facility, the authorization from the Company’s Board of Directors
limits the maximum principal amount outstanding of USCP Notes, ECP
Notes, and any other commercial paper or similar programs, along
with outstanding amounts under the Revolving Credit Facility, at
any time to $2,500.0 in
the aggregate. 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. The Commercial Paper is classified as long-term debt in
the accompanying Condensed 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 September 14, 2021, the Company issued $750.0 principal amount
of unsecured 2.200% Senior Notes due September 15, 2031 at 99.634%
of face value (the “2031 Senior
Notes”). The 2031 Senior Notes are unsecured and rank equally in
right of payment with the Company’s other unsecured senior
indebtedness. Interest on the 2031 Senior Notes is payable
semiannually on March 15 and September 15 of each year, commencing
on March 15, 2022. Prior to June 15, 2031, the Company may, at its
option, redeem some or all of the 2031 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 June 15,
2031, the Company may, at its option, redeem some or all of the
2031 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. The Company used the net
proceeds from the 2031 Senior Notes to repay certain outstanding
borrowings under the U.S. Commercial Paper Program.
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.
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 fair value of each series of U.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). The
remaining principal amount outstanding associated with