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Debt | 9 Months Ended
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Sep. 28, 2019
Debt Disclosure [Abstract] |
Debt | 6 Debt I n September 2019, the Company issued the following senior unsecured notes:
|  |  |  |  |  |  |  | Face Value |  |  |  |
Senior Unsecured Notes |  | Term |  |  | Interest Rate |  |  | (in millions) |  |  | Maturity Date |
Series L |  |  | 7 years |  |  |  | 3.31 | % |  | $ | 200 |  |  |  | September 2026 |
Series M |  |  | 10 years |  |  |  | 3.53 | % |  | $ | 300 |  |  |  | September 2029 |
The Company use d the proceeds from the issuance of the se s enior unsecured n otes to repay other outstanding debt and for general corporate purposes. Interest on the Series L and M Senior Notes is payable semi-annually. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the aggregate principal amount of the Senior Notes then outstanding, plus the applicable make-whole amount for Series L and M Senior Notes, in each case, upon no more than 60 nor less than 30 days’ written notice to the holders of the Senior Notes. In the event of a change in control (as defined in the note purchase agreement ) of the Company, the Company may be required to prepay the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. Other provisions for these senior unsecured notes are similar to the existing senior unsecured notes, as described below. In November 2017, the Company entered into a credit agreement (the “2017 Credit Agreement”) that provides for a $1.5 billion revolving facility and a $300 million term loan. The revolving facility and term loan both mature on November 30, 2022 and require no scheduled prepayments before that date. The interest rates applicable to the 2017 Credit Agreement are, at the Company’s option, equal to either the alternate base rate (which is a rate per annum equal to the greatest of (1) the prime rate in effect on such day, (2) the Federal Reserve Bank of New York Rate on such day plus 1/2 of 1% per annum and (3) the adjusted LIBO rate on such day (or if such day is not a business day, the immediately preceding business day) for a deposit in U.S. dollars with a maturity of one month plus 1% per annum) or the applicable 1, 2, 3 or 6 month adjusted LIBO rate or EURIBO rate for Euro-denominated loans, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 and 12.5 basis points for alternate base rate loans and between 80 and 112.5 basis points for LIBO rate or EURIBO rate loans. The facility fee on the 2017 Credit Agreement ranges between 7.5 and 25 basis points per annum, based on the leverage ratio, of the amount of the revolving facility commitments and the outstanding term loan. The 2017 Credit Agreement requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 as of the end of any fiscal quarter for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, the 2017 Credit Agreement includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities. As of September 28, 2019 and December 31, 2018, the Company had a total o f $1.1 billion and $560 million , respectively, of outstanding senior unsecured notes. Interest on the fixed rate senior unsecured notes is payable semi-annually each year. Interest on the floating rate senior unsecured notes is payable quarterly. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding, plus the applicable make-whole amount or prepayment premium for the Series H senior unsecured note. In the event of a change in control of the Company (as defined in the note purchase agreement), the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. These senior unsecured notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, these senior unsecured notes include customary negative covenants, affirmative covenants, representations and warranties and events of default. In February 2019, certain defined terms related to the subsidiary guarantors were amended in the 2017 Credit Agreement and senior unsecured note agreements. In addition, the Company amended the senior unsecured note agreements to allow the Company to elect an increase in the permitted leverage ratio from 3.50:1 to 4.0:1, for a period of three consecutive quarters, for a material acquisition of $400 million or more. During the period of time where the leverage ratio exceeds 3.50:1, the interest payable on the senior unsecured notes shall increase by 0.50%. The debt covenants in the senior unsecured note agreements were also modified to address the change in accounting guidance for leases. In 2018, the Company entered into three-year interest rate cross-currency swap derivative agreements with an aggregate notional value of $300 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its Euro-denominated net asset investments. In 2019, the Company entered into additional interest rate cross-currency swap derivative agreements with an aggregate notional value of $110 million and contract terms between one and three years. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” The Company had the following outstanding debt at September 28, 2019 and December 31, 2018 (in thousands):
|  | September 28, 2019 |  |  | December 31, 2018 |
Foreign subsidiary lines of credit |  | $ | 58 |  |  | $ | 178 |
Senior unsecured notes - Series B - 5.00%, due February 2020 |  |  | 100,000 |  |  |  | — |
Total notes payable and debt, current |  |  | 100,058 |  |  |  | 178 |
Senior unsecured notes - Series B - 5.00%, due February 2020 |  |  | — |  |  |  | 100,000 |
Senior unsecured notes - Series E - 3.97%, due March 2021 |  |  | 50,000 |  |  |  | 50,000 |
Senior unsecured notes - Series F - 3.40%, due June 2021 |  |  | 100,000 |  |  |  | 100,000 |
Senior unsecured notes - Series G - 3.92%, due June 2024 |  |  | 50,000 |  |  |  | 50,000 |
Senior unsecured notes - Series H - floating rate*, due June 2024 |  |  | 50,000 |  |  |  | 50,000 |
Senior unsecured notes - Series I - 3.13%, due May 2023 |  |  | 50,000 |  |  |  | 50,000 |
Senior unsecured notes - Series K - 3.44%, due May 2026 |  |  | 160,000 |  |  |  | 160,000 |
Senior unsecured notes - Series L - 3.31%, due September 2026 |  |  | 200,000 |  |  |  | — |
Senior unsecured notes - Series M - 3.53%, due September 2029 |  |  | 300,000 |  |  |  | — |
Credit agreement |  |  | 300,000 |  |  |  | 590,000 |
Unamortized debt issuance costs |  |  | (4,399 | ) |  |  | (1,828 | )
Total long-term debt |  |  | 1,255,601 |  |  |  | 1,148,172 |
Total debt |  | $ | 1,355,659 |  |  | $ | 1,148,350 |
* | Series H senior unsecured notes bear interest at a 3-month LIBOR for that floating rate interest period plus 1.25%.
As of both September 28, 2019 and December 31, 2018, the Company had a total amount available to borrow under the 2017 Credit Agreement of $1.5 b illion after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 3.62% and 3.83% at September 28, 2019 and December 31, 2018, respectively. As of September 28, 2019, the Company was in compliance with all debt covenants. The Company and its foreign subsidiaries also had available short-term lines of credit totaling $105 million and $90 million at September 28, 2019 and December 31, 2018, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. The weighted-average interest rates applicable to these short-term borrowings were 1.48% and 1.88% for September 28, 2019 and December 31, 2018, respectively.

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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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