2008 Master Note Purchase Agreement
On June 1, 2016, prior toUpon an event of default, the closingprincipal of and accrued and unpaid interest on all the Progressive Waste acquisition, Old Waste Connections, certain subsidiaries of Old Waste Connections (together with Old Waste Connections, the “Obligors”) and certain holders of the 2008New 2032 Senior Notes (defined below) entered into that certain Amendment No. 6 (the “Sixth Amendment”)may be declared to that certain Master Note Purchase Agreement, dated July 15, 2008 (the “2008 NPA”), as amendedbe due and payable by Amendment No. 1 to the 2008 NPA dated as of July 20, 2009 (the “First Amendment”), as supplemented by First Supplement to the 2008 NPA dated as of October 26, 2009 (the “First Supplement”), as amended by Amendment No. 2 to the 2008 NPA dated as of November 24, 2010 (the “Second Amendment”), as supplemented by Second Supplement to the 2008 NPA dated as of April 1, 2011 (the “Second Supplement”), as amended by Amendment No. 3 to the 2008 NPA dated as of October 12, 2011 (the “Third Amendment”), as amended by Amendment No. 4 to the 2008 NPA dated as of August 9, 2013 (the “Fourth Amendment”), as amended by Amendment No. 5 to the 2008 NPA dated as of February 20, 2015 (the “Fifth Amendment”), and as supplemented by Third Supplement to the 2008 NPA dated as of June 11, 2015 (the “Third Supplement”) (the 2008 NPA, as so amended, restated, amended and restated, supplementedTrustee or otherwise modified from time to time prior to June 1, 2016, the “Amended 2008 NPA”). The Sixth Amendment, among other things, provides certain amendments to the Amended 2008 NPA to facilitate (i) the Progressive Waste acquisition and related transactions contemplated thereunder, (ii) the Company’s assumption of the Obligors’ obligations under the Assumed 2008 NPA (defined below) pursuant to the Assumption Agreement (defined below) upon the consummation of the Progressive Waste acquisition, (iii) the release of and/or reconstitution of obligations as a guaranty for certain Obligors, and (iv) additional amendments to the Amended 2008 NPA (beyond those in the Sixth Amendment) which were effective upon the Company’s assumption of the Obligor’s obligations under the Assumed 2008 NPA pursuant to the Assumption Agreement.
On June 1, 2016, following the closing of the Progressive Waste acquisition, the Company entered into that certain Assumption and Exchange Agreement (as amended, restated, amended and restated, supplemented or modified from time to time, the “Assumption Agreement”) with Old Waste Connections, to and in favor of the holders of the notes issued from time to time under the Amended 2008 NPA as further amended by the Sixth Amendment (the Amended 2008 NPA as amended by the Sixth Amendment and as further modified by the Assumption Agreement, the “Assumed 2008 NPA”).
Pursuant to the terms and conditions of the Assumed 2008 NPA, the Company’s has outstanding senior unsecured notes (the “2008 Senior Notes”) as of September 30, 2017 consisting of 4.00% senior notes due 2018 (the “2018 Senior Notes”), 5.25% senior notes due 2019 (the “2019 Senior Notes”), 4.64% senior notes due 2021 (the “2021 Senior Notes), 3.09% senior notes due 2022 (the “2022 Senior Notes”) and 3.41% senior notes due 2025 (the “2025 Senior Notes”).
Under the terms and conditions of the Assumed 2008 NPA, the Company is authorized to issue and sell notesnot less than 25% in the aggregate principal amount of $1,250,000, inclusivethe outstanding New 2032 Senior Notes. Upon such a declaration, such principal and accrued interest on all of the outstanding $825,000 aggregate principal amount of 2008New 2032 Senior Notes assumed bywill be due and payable immediately. In the Company on June 1, 2016, provided that the purchasers of the 2008 Senior Notes shall not have any obligation to purchase any additional notes issued pursuant to the Assumed 2008 NPA.
The 2008 Senior Notes are unsecured obligations and rankpari passu with obligations under the Credit Agreement and the 2016 Senior Notes. Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the Assumed 2008 NPA. The subsidiaries who have executed a guaranty in relation to the Assumed 2008 NPA are the same set of subsidiaries who have executed a guaranty in relation to the 2016 NPA and the same set of subsidiaries that are guarantors under the Credit Agreement.
The 2008 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrencecase of an event of default paymentresulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding New 2032 Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the 2008Trustee or any holder of the New 2032 Senior Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding New 2032 Senior Notes may be accelerated by the holders of the 2008 Senior Notes. The 2008 Senior Notes may also be prepaid by the Company par plus a make-whole amount determined by the amount of excess, ifrescind any of the discounted value of the remaining scheduled paymentssuch acceleration with respect to the called principal of such 2008New 2032 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2008 Senior Notes upon certain changes in control; however, no such prepayment offer was accepted in connection with the Progressive Waste acquisition. The Assumed 2008 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events.
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Credit Agreement
Details of the Credit Agreement are as follows:
| | | September 30,
2017 | | | December 31,
2016 | |
| Revolver under Credit Agreement | | | | | | | | |
| Available | | $ | 1,122,149 | | | $ | 1,004,451 | |
| Letters of credit outstanding | | $ | 221,596 | | | $ | 247,467 | |
| Total amount drawn, as follows: | | $ | 218,755 | | | $ | 310,582 | |
| Amount drawn – Canadian prime rate loan | | $ | 12,020 | | | $ | 7,448 | |
| Interest rate applicable - Canadian prime rate loan | | | 3.45 | % | | | 2.95 | % |
| Amount drawn – Canadian BA loan | | $ | 206,735 | | | $ | 303,134 | |
| Interest rate applicable – Canadian BA loan | | | 2.51 | % | | | 2.13 | % |
| Commitment – rate applicable | | | 0.15 | % | | | 0.15 | % |
| Term loan under Credit Agreement | | | | | | | | |
| Amount drawn – U.S. based LIBOR loan | | $ | 1,637,500 | | | $ | 1,637,500 | |
| Interest rate applicable – U.S. based LIBOR loan | | | 2.44 | % | | | 1.97 | % |
On June 1, 2016, the Company entered into the certain Revolving Credit and Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders (the “Lenders”) and any other financial institutions from time to time party thereto.
Pursuant to the terms and conditions of the Credit Agreement, the Lenders have committed to provide a $3,200,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $1,562,500 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $1,637,500, which term loan was fully drawn at closing. As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $500,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $75,000 and the aggregate commitments under the revolving advances. This swing line sublimit is part of, and not in addition to, the aggregate commitments under the revolving advances. Subject to certain specified conditions and additional deliveries, the Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that (i) the aggregate principal amount of such requests does not exceed $500,000 and (ii) the aggregate principal amount of commitments and term loans under the credit facility does not exceed $3,700,000.
Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars. Interest accrues on the term loan at a LIBOR rate or a base rate, at the Company’s option, plus an applicable margin. Interest accrues on revolving advances, at the Company’s option, (i) at a LIBOR rate or a base rate for U.S. dollar borrowings, plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin. Canadian dollar borrowings are also available by way of bankers' acceptances or BA equivalent loans (“BA loans”), subject to the payment of a drawing fee. The fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin. The applicable margin used in connection with interest rates and fees is based on the Company’s leverage ratio. The applicable margin for LIBOR rate loans, drawing fees for bankers' acceptance and BA loans and letter of credit fees ranges from 1.00% to 1.50%, and the applicable margin for base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00% to 0.50%. The Company will also pay a fee based on its leverage ratio on the actual daily unused amount of the aggregate revolving commitments.
The borrowings under the Credit Agreement are unsecured. Proceeds from the borrowings under the Credit Agreement may be used on a go forward basis (i) to finance acquisitions permitted under the Credit Agreement and (ii) for capital expenditures, working capital, letters of credit, and general corporate purposes.
The Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements. The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, to be not less than 2.75 to 1.00. During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement to be due and payable.consequences.
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Company’s revenues are generated from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.
The Company manages its operations through fivethe following 5 geographic solid waste operating segments: Eastern, Southern, Western, Central and Canada. The Company’s 5 geographic solid waste operating segments andcomprise its E&P segment, which includes the majority of the Company’s E&P waste treatment and disposal operations. The Company’s five geographic operating segments and its E&P segment comprise the Company’s reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. In the third quarter of 2017, the Company moved a district from the Eastern segment to the Canada segment as a significant amount of its revenues are received from Canadian-based customers. The segment information presented herein reflects the realignment of this district.
Under the current orientation, the Company’s Southern segment services customers located in Alabama, Arkansas, Florida, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; the Company’s Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; the Company’s Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, eastern Tennessee, Vermont and Wisconsin; the Company’s Canada segment services customers located in the state of Michigan and in the provinces of Alberta, British Columbia, Manitoba, Ontario and Québec; and the Company’s Central segment services customers located in Arizona, Colorado, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming. The E&P segment services E&P customers located in Arkansas, Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico.
The Company’s Chief Operating Decision Maker (“CODM”) evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, and other income (expense) and foreign currency transaction gain (loss). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 10.
Summarized financial information concerning the Company’s reportable segments for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, is shown in the following tables:
Three Months
Ended
September 30,
2017 | | Revenue | | | Intercompany
Revenue(b) | | | Reported
Revenue | | | Segment EBITDA(c) | | |
| | | | | | | | | | | | | |
Three Months Ended | | | | | | Intercompany | | Reported | | Segment |
June 30, 2022 | | | Revenue | | Revenue(b) | | Revenue | | EBITDA(c) |
Eastern | | | $ | 569,170 | | $ | (90,431) | | $ | 478,739 | | $ | 126,042 |
| Southern | | $ | 317,059 | | | $ | (36,531 | ) | | $ | 280,528 | | | $ | 63,171 | | | | 464,678 | | | (48,214) | | | 416,464 | | | 124,507 |
| Western | | | 292,222 | | | | (30,345 | ) | | | 261,877 | | | | 84,861 | | | | 404,513 | | | (43,590) | | | 360,923 | | | 110,602 |
| Eastern | | | 292,124 | | | | (45,857 | ) | | | 246,267 | | | | 74,018 | | |
Central | | | | 348,930 | | | (39,003) | | | 309,927 | | | 109,023 |
| Canada | | | 224,166 | | | | (27,111 | ) | | | 197,055 | | | | 74,369 | | | | 279,274 | | | (28,892) | | | 250,382 | | | 92,648 |
| Central | | | 190,210 | | | | (23,850 | ) | | | 166,360 | | | | 64,607 | | |
| E&P | | | 56,209 | | | | (1,818 | ) | | | 54,391 | | | | 27,881 | | |
| Corporate(a) | | | - | | | | - | | | | - | | | | (5,751 | ) | | | — | | | — | | | — | | | (2,683) |
| | | $ | 1,371,990 | | | $ | (165,512 | ) | | $ | 1,206,478 | | | $ | 383,156 | | |
| | | $ | 2,066,565 | | $ | (250,130) | | $ | 1,816,435 | | $ | 560,139 |
Three Months
Ended
September 30,
2016 | | Revenue | | | Intercompany
Revenue(b) | | | Reported
Revenue | | | Segment EBITDA(c) | |
| Southern | | $ | 317,727 | | | $ | (37,818 | ) | | $ | 279,909 | | | $ | 62,189 | |
| Western | | | 276,941 | | | | (30,050 | ) | | | 246,891 | | | | 84,214 | |
| Eastern | | | 226,680 | | | | (34,701 | ) | | | 191,979 | | | | 57,699 | |
| Canada | | | 207,003 | | | | (26,431 | ) | | | 180,572 | | | | 66,235 | |
| Central | | | 176,109 | | | | (20,842 | ) | | | 155,267 | | | | 58,079 | |
| E&P | | | 33,785 | | | | (3,481 | ) | | | 30,304 | | | | 8,919 | |
| Corporate(a) | | | - | | | | - | | | | - | | | | (18,299 | ) |
| | | $ | 1,238,245 | | | $ | (153,323 | ) | | $ | 1,084,922 | | | $ | 319,036 | |
Table of Contents
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016: 2021:
Derivatives
Designated as Cash
Flow Hedges | | Amount of Gain or (Loss)
Recognized as AOCIL on
Derivatives,
Net of Tax (Effective Portion)(a) | | | Statement of
Net Income
Classification | | Amount of (Gain) or Loss
Reclassified from AOCIL into
Earnings, Net of Tax (Effective
Portion) (b),(c) | |
| | | Three Months Ended
September 30, | | | | | Three Months Ended
September 30, | |
| | | 2017 | | | 2016 | | | | | 2017 | | | 2016 | |
| Interest rate swaps | | $ | (361 | ) | | $ | 2,598 | | | Interest expense | | $ | 376 | | | $ | 1,234 | |
| Fuel hedges | | | 1,680 | | | | 630 | | | Cost of operations | | | 487 | | | | 830 | |
| Total | | $ | 1,319 | | | $ | 3,228 | | | | | $ | 863 | | | $ | 2,064 | |
| | | | | | | | | | | | | | |
Derivatives | | | | | | | | Statement of | | Amount of (Gain) or Loss Reclassified |
Designated as Cash | | Amount of Gain or (Loss) Recognized | | Net Income | | from AOCIL into Earnings, |
Flow Hedges | | as AOCIL on Derivatives, Net of Tax (a) | | Classification | | Net of Tax (b) |
| | Three Months Ended | | | | Three Months Ended |
| | June 30, | | | | June 30, |
| | 2022 | | 2021 | | | | 2022 | | 2021 |
Interest rate swaps | | $ | 1,904 | | $ | (4,599) | | Interest expense | | $ | 2,680 | | $ | 3,720 |
| | | | | | | | | | | | | | |
Derivatives | | | | | | | | Statement of | | Amount of (Gain) or Loss Reclassified |
Designated as Cash | | Amount of Gain or (Loss) Recognized | | Net Income | | from AOCIL into Earnings, |
Flow Hedges | | as AOCIL on Derivatives, Net of Tax (a) | | Classification | | Net of Tax (b) |
| | Six Months Ended | | | | Six Months Ended |
| | June 30, | | | | June 30, |
| | 2022 | | 2021 | | | | 2022 | | 2021 |
Interest rate swaps | | $ | 34,758 | | $ | 10,644 | | Interest expense | | $ | 6,171 | | $ | 7,245 |
____________________
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Derivatives
Designated as Cash
Flow Hedges | | Amount of Gain or (Loss)
Recognized as AOCIL on
Derivatives,
Net of Tax (Effective Portion)(a) | | | Statement of
Net Income
Classification | | Amount of (Gain) or Loss
Reclassified from AOCIL into
Earnings, Net of Tax (Effective
Portion) (b),(c) | |
| | | Nine Months Ended
September 30, | | | | | Nine Months Ended
September 30, | |
| | | 2017 | | | 2016 | | | | | 2017 | | | 2016 | |
| Interest rate swaps | | $ | 224 | | | $ | (3,896 | ) | | Interest expense | | $ | 1,729 | | | $ | 3,338 | |
| Fuel hedges | | | (1,030 | ) | | | 841 | | | Cost of operations | | | 1,704 | | | | 2,855 | |
| Total | | $ | (806 | ) | | $ | (3,055 | ) | | | | $ | 3,433 | | | $ | 6,193 | |
(a)In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges have been recorded in equity as a component of AOCIL. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCIL. Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedges are highly effective using the cumulative dollar offset approach.
(b)Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt.(c) Amounts reclassified from AOCIL into earnings related to realized gains and losses on the fuel hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed.
The Company measures and records ineffectiveness on the fuel hedges in Cost of operations in the Condensed Consolidated Statements of Net Income on a monthly basis based on the difference between the DOE index price and the actual price of diesel fuel purchased, multiplied by the notional number of gallons on the contracts. There was no significant ineffectiveness recognized on the fuel hedges during the nine months ended September 30, 2017 and 2016.
See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
| 12. | 12.FAIR VALUE OF FINANCIAL INSTRUMENTS |
The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted assets,cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps and fuel hedges.swaps. As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the carrying values of cash and equivalents, trade receivables, restricted assets,cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of SeptemberJune 30, 20172022 and December 31, 2016,2021, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of SeptemberJune 30, 20172022 and December 31, 2016,2021, are as follows:
| | | Carrying Value at | | | Fair Value* at | |
| | | September 30,
2017 | | | December 31,
2016 | | | September 30,
2017 | | | December 31,
2016 | |
| 4.00% Senior Notes due 2018 | | $ | 50,000 | | | $ | 50,000 | | | $ | 50,488 | | | $ | 51,226 | |
| 5.25% Senior Notes due 2019 | | $ | 175,000 | | | $ | 175,000 | | | $ | 185,104 | | | $ | 187,671 | |
| 4.64% Senior Notes due 2021 | | $ | 100,000 | | | $ | 100,000 | | | $ | 106,588 | | | $ | 106,618 | |
| 2.39% Senior Notes due 2021 | | $ | 150,000 | | | $ | 150,000 | | | $ | 148,477 | | | $ | 146,168 | |
| 3.09% Senior Notes due 2022 | | $ | 125,000 | | | $ | 125,000 | | | $ | 126,260 | | | $ | 123,974 | |
| 2.75% Senior Notes due 2023 | | $ | 200,000 | | | $ | 200,000 | | | $ | 197,272 | | | $ | 192,238 | |
| 3.24% Senior Notes due 2024 | | $ | 150,000 | | | $ | - | | | $ | 151,070 | | | $ | - | |
| 3.41% Senior Notes due 2025 | | $ | 375,000 | | | $ | 375,000 | | | $ | 379,859 | | | $ | 368,968 | |
| 3.03% Senior Notes due 2026 | | $ | 400,000 | | | $ | 400,000 | | | $ | 392,815 | | | $ | 379,438 | |
| 3.49% Senior Notes due 2027 | | $ | 250,000 | | | $ | - | | | $ | 252,396 | | | $ | - | |
| | | | | | | | | | | | |
| | Carrying Value at | | Fair Value (a) at |
| | June 30, | | December 31, | | June 30, | | December 31, |
| | 2022 | | 2021 | | 2022 | | 2021 |
4.25% Senior Notes due 2028 | | $ | 500,000 | | $ | 500,000 | | $ | 505,500 | | $ | 561,350 |
3.50% Senior Notes due 2029 | | $ | 500,000 | | $ | 500,000 | | $ | 470,200 | | $ | 539,500 |
2.60% Senior Notes due 2030 | | $ | 600,000 | | $ | 600,000 | | $ | 524,820 | | $ | 610,440 |
2.20% Senior Notes due 2032 | | $ | 650,000 | | $ | 650,000 | | $ | 532,675 | | $ | 637,065 |
3.20% Senior Notes due 2032 | | $ | 500,000 | | $ | — | | $ | 444,200 | | $ | — |
3.05% Senior Notes due 2050 | | $ | 500,000 | | $ | 500,000 | | $ | 366,200 | | $ | 496,350 |
2.95% Senior Notes due 2052 | | $ | 850,000 | | $ | 850,000 | | $ | 608,855 | | $ | 828,580 |
____________________
*Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotesinputs include third-party calculations of bondsthe market interest rate of notes with similar ratings in similar industries.industries over the remaining note terms.
