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DEBT

12 Months Ended

Dec. 31, 2024

DEBT

DEBT

NOTE 9 – DEBT

At December 31, 2024 and 2023, debt consisted of the following:

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	December 31,
​		​			2024			2023
Long-term debt		Interest Rate			​			​
Senior Unsecured Notes	​	​	​	​	​	​	​	​	​
2015 Notes - Series A due August 20, 2025	​	3.15	%	​	$	100,000	​	$	100,000
2015 Notes - Series B due August 20, 2030	​	3.35	%	​	​	100,000	​	​	100,000
2015 Notes - Series C due April 1, 2035	​	3.61	%	​	​	50,000	​	​	50,000
2015 Notes - Series D due April 1, 2045	​	4.02	%	​	​	100,000	​	​	100,000
2016 Notes - Series A due October 20, 2028	​	2.75	%	​	​	100,000	​	​	100,000
2016 Notes - Series B due October 20, 2033	​	3.03	%	​	​	100,000	​	​	100,000
2016 Notes - Series C due October 20, 2037	​	3.27	%	​	​	100,000	​	​	100,000
2016 Notes - Series D due October 20, 2041	​	3.52	%	​	​	50,000	​	​	50,000
2024 Notes - Series A due August 22, 2029	​	5.55	%	​	​	75,000	​	​	—
2024 Notes - Series B due August 22, 2031	​	5.62	%	​	​	75,000	​	​	—
2024 Notes - Series C due June 20, 2034	​	5.74	%	​	​	400,000	​	​	—
Term Loan due through 2025	​	Variable(1)	​	​	​	—	​	​	400,000
Other borrowings due through 2030	​	Variable(2)	​	​		10	​		9
​	​	​	​	​		1,250,010	​		1,100,009
Plus interest rate swap adjustment	​	​	​	​	​	3,355	​	​	4,036
Less current portion	​	​	​	​		100,004	​		4
Less debt issuance costs	​	​	​	​	​	2,810	​		1,270
Long-term debt, less current portion	​	​	​	​		1,150,551	​		1,102,771
Short-term debt	​	​	​	​		​	​	​	​
Amounts due banks	​	Variable(3)	​	​		10,520	​		2,435
Current portion long-term debt	​	​	​	​		100,004	​		4
Total short-term debt	​	​	​	​		110,524	​		2,439
Total debt	​	​	​	​	$	1,261,075	​	$	1,105,210

(1) Interest is calculated at the secured overnight finance rate (“SOFR”) plus a 0.85% margin.

(2) Interest rate was 7.97% for both years ended December 31, 2024 and 2023.

(3) Weighted average interest of Other borrowings related to liquidity needs in a hyperinflationary country was 47.8% in 2024 and 47.7% in 2023.

​

At December 31, 2024 and 2023, the fair value of long-term debt, including the current portion, was approximately $1,184,313 and $1,013,795, respectively. The approximate fair value of the Company’s long-term debt, including current maturities, was based on a valuation model using Level 2 observable inputs using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $1,250,555 and $1,102,771, respectively. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.

Senior Unsecured Notes

On June 20, 2024, the Company entered into a Note Purchase Agreement (the “NPA”) pursuant to which it agreed to issue new senior unsecured notes (“2024 Notes”) in an aggregate principal amount of $550,000, at par. Pursuant to the NPA, the Company issued one series of the 2024 Notes in the aggregate principal amount of $400,000 on June 20, 2024, and two series of the 2024 Notes each in the aggregate principal amount of $75,000 on August 22, 2024.

On April 1, 2015 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement. The 2015 and 2016 Notes each have an aggregate principal amount of $350,000.

The Company’s total weighted average effective interest rate and remaining weighted average tenure of the senior unsecured notes is 4.1%, including the impact from terminated swap agreements as discussed in Note 14, and 8.9 years, respectively. Interest on the senior unsecured notes is paid semi-annually. The senior unsecured notes contain certain affirmative and negative covenants. As of December 31, 2024, the Company was in compliance with all of its debt covenants relating to the senior unsecured notes.

Term Loan

On November 29, 2022, the Company entered into a term loan in the aggregate principal amount of $400,000 (the “Term Loan”), which was borrowed in full. On June 20, 2024, the Company used the net proceeds from the issuance of the initial series of 2024 Notes to repay the Term Loan in full.

In June 2024, the Company terminated the interest rate swaps that were associated with the Term Loan and realized a gain of $2,428, which is recorded in Other income.

Revolving Credit Agreements

On June 20, 2024, the Company terminated its existing $500,000 revolving credit facility and entered into a $1 billion revolving credit facility, which may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $300,000. The revolving credit facility matures on June 20, 2029. The revolving credit facility will initially bear interest on outstanding borrowings at a per annum rate equal to SOFR plus 1.10% and could fluctuate based on the Company’s total net leverage ratio at a spread ranging from SOFR plus 1.10% to SOFR plus 1.60%. The financial covenants consist of a maximum net leverage ratio of 3.5x EBITDA and a minimum interest coverage ratio of 2.5x EBITDA.  The revolving credit facility contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates.  As of December 31, 2024, the Company was in compliance with all of its covenants and had no outstanding borrowings under the revolving credit facility.

The Company has other lines of credit and debt agreements totaling $45,608. As of December 31, 2024 the Company was in compliance with all of its covenants and had outstanding debt under short-term lines of credit of $10,520.

Other

Maturities of long-term debt, including payments for amounts due banks, for the five years succeeding December 31, 2024 are $110,524 in 2025, $5 in 2026, $0 in 2027, $100,000 in 2028, $75,000 in 2029 and $975,000 thereafter. Total interest paid was $51,264 in 2024, $49,366 in 2023 and $30,873 in 2022. The difference between interest paid and interest expense is due to the accrual of interest associated with the Senior Unsecured Notes and interest rate derivative contracts discussed in Note 14.

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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.

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