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v3.23.1

LONG-TERM DEBT AND FINANCING ARRANGEMENTS | 3 Months Ended
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Apr. 01, 2023
Debt Disclosure [Abstract] |
LONG-TERM DEBT AND FINANCING ARRANGEMENTS | LONG-TERM DEBT AND FINANCING ARRANGEMENTS
|  | April 1, 2023 |  | December 31, 2022
(Millions of Dollars) | Interest Rate | Notional Value | Unamortized Discount | Unamortized Gain/(Loss) Terminated Swaps 1 | Purchase Accounting FV Adjustment | Deferred Financing Fees | Carrying Value |  | Carrying Value
Notes payable due 2025 | 2.30% | $ | 500.0 |  | $ | (0.4) |  | $ | — |  | $ | — |  | $ | (1.6) |  | $ | 498.0 |  |  | $ | 497.7 |
Notes payable due 2026 | 3.40% | 500.0 |  | (0.3) |  | — |  | — |  | (1.3) |  | 498.4 |  |  | 498.3 |
Notes payable due 2026 | 6.27% | 350.0 |  | — |  | — |  | — |  | (0.9) |  | 349.1 |  |  | — |
Notes payable due 2026 | 3.42% | 25.0 |  | — |  | — |  | 1.4 |  | (0.1) |  | 26.3 |  |  | 26.4 |
Notes payable due 2026 | 1.84% | 27.3 |  | — |  | — |  | 1.3 |  | (0.1) |  | 28.5 |  |  | 28.0 |
Notes payable due 2028 | 6.00% | 400.0 |  | (0.4) |  | — |  | — |  | (1.4) |  | 398.2 |  |  | — |
Notes payable due 2028 | 7.05% | 150.0 |  | — |  | 5.8 |  | 5.5 |  | — |  | 161.3 |  |  | 161.8 |
Notes payable due 2028 | 4.25% | 500.0 |  | (0.2) |  | — |  | — |  | (2.5) |  | 497.3 |  |  | 497.2 |
Notes payable due 2028 | 3.52% | 50.0 |  | — |  | — |  | 3.7 |  | (0.1) |  | 53.6 |  |  | 53.7 |
Notes payable due 2030 | 2.30% | 750.0 |  | (1.7) |  | — |  | — |  | (3.6) |  | 744.7 |  |  | 744.5 |
Notes payable due 2032 | 3.00% | 500.0 |  | (0.8) |  | — |  | — |  | (3.1) |  | 496.1 |  |  | 495.9 |
Notes payable due 2040 | 5.20% | 400.0 |  | (0.2) |  | (25.7) |  | — |  | (2.4) |  | 371.7 |  |  | 371.3 |
Notes payable due 2048 | 4.85% | 500.0 |  | (0.5) |  | — |  | — |  | (4.7) |  | 494.8 |  |  | 494.8 |
Notes payable due 2050 | 2.75% | 750.0 |  | (1.9) |  | — |  | — |  | (7.7) |  | 740.4 |  |  | 740.3 |
Notes payable due 2060 (junior subordinated) | 4.00% | 750.0 |  | — |  | — |  | — |  | (8.8) |  | 741.2 |  |  | 741.2 |
Other, payable in varying amounts 2024 through 2027 | 4.10%-4.31% | 2.7 |  | — |  | — |  | — |  | — |  | 2.7 |  |  | 3.0 |
Total Long-term debt, including current maturities |  | $ | 6,155.0 |  | $ | (6.4) |  | $ | (19.9) |  | $ | 11.9 |  | $ | (38.3) |  | $ | 6,102.3 |  |  | $ | 5,354.1 |
Less: Current maturities of long-term debt |  |  |  |  |  |  | (1.2) |  |  | (1.2) |
Long-term debt |  |  |  |  |  |  | $ | 6,101.1 |  |  | $ | 5,352.9 |
1 Unamortized gain/(loss) associated with interest rate swaps are more fully discussed in Note H, Financial Instruments. In March 2023, the Company issued $350.0 million of senior unsecured term notes maturing March 6, 2026 ("2026 Term Notes") and $400.0 million of senior unsecured term notes maturing March 6, 2028 (“2028 Term Notes”). The 2026 Term Notes accrue interest at a fixed rate of 6.272% per annum and the 2028 Term Notes at a fixed rate of 6.0% per annum, with interest payable semi-annually in arrears, and both notes rank equally in right of payment with all of the Company's existing and future unsecured unsubordinated debt. The Company received total net proceeds from this offering of $747.2 million, net of $2.8 million of underwriting expenses and other fees associated with the transaction. The Company used the net proceeds from the offering for general corporate purposes, including repayment of indebtedness under the commercial paper program. In February 2022, the Company issued $500.0 million of senior unsecured term notes maturing February 24, 2025 ("2025 Term Notes") and $500.0 million of senior unsecured term notes maturing May 15, 2032 (“2032 Term Notes”). The 2025 Term Notes accrue interest at a fixed rate of 2.3% per annum and the 2032 Term Notes at a fixed rate of 3.0% per annum, with interest payable semi-annually in arrears, and both notes rank equally in right of payment with all of the Company's existing and future unsecured unsubordinated debt. The Company received total net proceeds from this offering of $994.8 million, net of $5.2 million o f underwriting expenses and other fees associated with the transaction in the first quarter of 2022. The Company used the net proceeds from the offering for general corporate purposes, including repayment of indebtedness under the commercial paper program. The Company has a $3.5 billion commercial paper program which includes Euro denominated borrowings in addition to U.S. Dollars. As of April 1, 2023, the Company had commercial paper borrowings outstanding of $1.8 billion of which $739.8 million in Euro denominated commercial paper was designated as a net investment hedge, refer to Note H, Financial Instruments, for further discussion. As of December 31, 2022, the Company had $2.1 billion of borrowings outstanding, which did not include any Euro denominated commercial paper. The Company has a five-year $2.5 billion committed credit facility (the “5-Year Credit Agreement”). Borrowings under the 5-Year Credit Agreement may be made in U.S. Dollars, Euros or Pounds Sterling. A sub-limit amount of $814.3 million is designated for swing line advances which may be drawn in Euros pursuant to the terms of the 5-Year Credit Agreement. Borrowings bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and specific terms of the 5-Year Credit Agreement. The Company must repay all advances under the 5-Year Credit Agreement by the earlier of September 8, 2026 or upon termination. The 5-Year Credit Agreement is designated to be a liquidity back-stop for the Company's $3.5 billion U.S. Dollar and Euro commercial paper program. As of April 1, 2023 and December 31, 2022, the Company had not drawn on its five-year committed credit facility. The Company has a $1.5 billion syndicated 364-Day Credit Agreement (the “Syndicated 364-Day Credit Agreement”) which is a revolving credit loan. Borrowings under the Syndicated 364-Day Credit Agreement may be made in U.S. Dollars or Euros and bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and pursuant to the terms of the Syndicated 364-Day Credit Agreement. The Company must repay all advances under the Syndicated 364-Day Credit Agreement by the earlier of September 6, 2023 or upon termination. The Company may, however, convert all advances outstanding upon termination into a term loan that shall be repaid in full no later than the first anniversary of the termination date provided that the Company, among other things, pays a fee to the administrative agent for the account of each lender. The Syndicated 364-Day Credit Agreement serves as part of the liquidity back-stop for the Company’s $3.5 billion U.S. Dollar and Euro commercial paper program. As of April 1, 2023 and December 31, 2022, the Company had not drawn on its Syndicated 364-Day Credit Agreement. The Company has a $0.5 billion revolving credit loan (the "Club 364-Day Credit Agreement"). Borrowings under the Club 364-Day Credit Agreement may be made in U.S. Dollars and Euros and bear interest at a floating rate plus an applicable margin dependent upon the denomination of the borrowing and pursuant to the terms of the Club 364-Day Credit Agreement. The Company must repay all advances under the Club 364-Day Credit Agreement by the earlier of September 6, 2023 or u pon termination. The Company may, however, convert all advances outstanding upon termination into a term loan that shall be repaid in full no later than the first anniversary of the termination date provided that the Company, among other things, pays a fee to the administrative agent for the account of each lender. As of April 1, 2023 and December 31, 2022, the Company had not drawn on its Club 364-Day Credit Agreement. The Company has an interest coverage covenant that must be maintained to permit continued access to its committed credit facilities described above. The interest coverage ratio tested for covenant compliance compares adjusted Earnings Before Interest, Taxes, Depreciation and Amortization to adjusted Interest Expense ("Adjusted EBITDA"/"Adjusted Interest Expense"). In February 2023, the Company entered into amendments to its 5-Year Credit Agreement, Syndicated 364-Day Credit Agreement, and Club 364-Day Credit Agreement to: (a) amend the definition of Adjusted EBITDA to allow for additional adjustment addbacks, not to exceed $500 million in the aggregate, for amounts incurred during each four fiscal quarter period beginning with the period ending in the third quarter of 2023 through the period ending in the second quarter of 2024, and (b) amend the minimum interest coverage ratio from 3.5 times to not less than 1.5 to 1.0 times computed quarterly, on a rolling twelve months (last twelve months) basis, for the period from and including the third quarter of 2023 through the second quarter of 2024. The minimum interest coverage ratio will revert back to 3.5 times for periods after the second quarter of 2024.

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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 https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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