XML 23 R13.htm IDEA: XBRL DOCUMENT v3.23.1
Debt
3 Months Ended
Apr. 01, 2023
Debt Disclosure [Abstract]  
Debt
6 Debt
The Company has a five-year, $1.8 billion revolving facility (the “Credit Facility”) that expires in September 2026. On March 3, 2023, the Company amended the Credit Facility to increase the borrowing capacity by $200 million to an aggregate total borrowing capacity of $2.0
 billion, which did not affect the maturity date of September 17, 2026. The amendment also replaced all references in the Credit Facility to LIBOR with Term SOFR as the benchmark rate. As of April 1, 2023 and December 31, 2022, the Credit Facility had a total of $
175 million and $270 million outstanding, respectively.
 

The interest rates applicable under the Credit Facility 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 Term SOFR rate for a one—month interest period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1% annum) or the applicable 1, 3 or 6 month adjusted Term SOFR 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 Term SOFR or EURIBO rate loans. The facility fee on the Credit Facility 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 Credit Facility 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 Credit Facility includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities.
As
 of both April 1, 2023 and December 31, 2022, the Company had a total of $
1.3
 
billion 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.
 
T
he
 
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.

The Company had the following outstanding debt at April 1, 2023 and December 31, 2022 (in thousands):
 

 
  
April 1, 2023
 
  
December 31, 2022
 
 
 
 
 
 
 
 
 
 
Foreign subsidiary lines of credit
   $ 40      $ —    
Senior unsecured notes—Series I
 
3.13%, due May 2023
  
50,000     
50,000  
    
 
 
    
 
 
 
Total notes payable and debt, current
     50,040        50,000  
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 K
 
3.44%, due May 2026
     160,000        160,000  
Senior unsecured notes—Series L
 
3.31%, due September 2026
     200,000        200,000  
Senior unsecured notes—Series M
 
3.53%, due September 2029
     300,000        300,000  
Senior unsecured notes—Series N
 
1.68%, due March 2026
     100,000        100,000  
Senior unsecured notes—Series O
 
2.25%, due March 2031
     400,000        400,000  
Credit agreement
     175,000        270,000  
Unamortized debt issuance costs
     (4,870      (5,122
    
 
 
    
 
 
 
Total long-term debt
     1,430,130        1,524,878  
    
 
 
    
 
 
 
Total debt
   $ 1,480,170      $ 1,574,878  
    
 
 
    
 
 
 
 
*
Series H senior unsecured notes bear interest at a 3-month LIBOR for that floating rate interest period plus
 
1.25%.
As of April 1, 2023 and December 31, 2022, the Company had a total amount available to borrow under the Credit Facility of $1.8 billion and $1.5 billion, respectively, after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 3.50% and 3.54% at April 1, 2023 and December 31, 2022, respectively. As of April 1, 2023, the Company was in compliance with all debt covenants.
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $114 million and $
113
 
m
illion at April 1, 2023 and December 31, 2022, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. None of the Company’s foreign subsidiaries had outstanding short-term borrowings as of April 1, 2023 or December 31, 2022. 
 
As of April 1, 2023, the Company had entered into
three-year
interest rate cross-currency swap derivative agreements with an aggregate notional value of $
585
 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and
yen-denominated
net asset investments.