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Debt, Interest Income, Expense, and Other Finance Costs
 12 Months Ended
Dec. 31, 2024
Debt, Interest Income, Expense and Other Finance Costs [Abstract]  
Debt, Interest Income, Expense, and Other Finance Costs
8. Debt, Interest Income, Expense, and Other Finance Costs
Long-Term Debt
Our outstanding debt consists of the following (in millions):
As of December 31,
20242023
Credit Facility
$— $— 
Term Loan
455.3 476.4 
Convertible Notes (1)
340.9 338.5 
Finance leases (2)
29.9 15.7 
Other (3)
54.7 57.3 
Total debt880.8 887.9 
Less: Current maturities of long-term debt and finance leases84.0 78.8 
Long-term debt$796.8 $809.1 
(1)As of December 31, 2024 and 2023 the net carrying amount of the Convertible Notes includes the aggregate principal amount of $350.0 million, net of unamortized debt issuance costs of $9.1 million and $11.5 million, respectively. The fair value of the Convertible Notes was estimated to be approximately $395.7 million and $354.1 million as of December 31, 2024 and 2023, respectively, using the Level 2 observable input of quoted market prices in an inactive market.
(2)See Note 14. Leases for additional information.
(3)Includes secured borrowings for the transfer of tax receivables of $50.3 million (EUR 48.5 million) and $53.6 million (EUR 48.5 million) as of December 31, 2024 and 2023, respectively.
Annual Maturities
As of December 31, 2024, the aggregate annual maturities of debt are as follows (in millions):
Year Ended December 31,
2025$81.5 
202638.6 
2027406.5 
2028350.9 
20291.5 
Thereafter1.7 
Total$880.8 
Issuance of Convertible Debt
On June 26, 2023, we issued $350.0 million aggregate principal amount of 3.250% Convertible Senior Notes due 2028 (the "Convertible Notes"), which reflects the exercise in full of an option to purchase up to an additional $50.0 million in principal amount of the Convertible Notes.
The Convertible Notes mature on July 1, 2028, unless earlier converted, redeemed or repurchased. We may not redeem the Convertible Notes prior to July 6, 2026. Thereafter and until the 61st scheduled trading day immediately preceding the maturity date, we may redeem for cash, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the related Notice of Redemption. Prior to March 1, 2028, the Convertible Notes will be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2023 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period in which, for each trading day of that period, the Trading Price (as defined in the Indenture), as determined following
a request by a holder of Convertible Notes in accordance with the procedures described in the Indenture, per $1,000 principal amount of Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events described in the Indenture. Thereafter and until the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert regardless of the foregoing conditions.
The Convertible Notes are senior, unsecured obligations that bear interest at a rate of 3.250% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2024. The initial conversion rate was 35.1710 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $28.43 per share. The conversion rate is subject to adjustment upon the occurrence of certain events, including quarterly cash dividends in excess of $0.14 per share, subject to an elective deferral provision that permits us to defer adjustments until they would cumulatively result in an aggregate change of at least 1% to the conversion rate. The conversion rate will not be adjusted for accrued and unpaid interest. Our Board of Directors has declared quarterly dividends of $0.17 per share since the first quarter of 2024, and we are currently electing to defer the adjustments otherwise required by the payment of these dividends until such time as the deferred adjustments would result in an aggregate change of at least 1% to the conversion rate or we are otherwise required to make such an adjustment. Upon conversion, the Convertible Notes will be settled in cash up to the aggregate principal amount of the Convertible Notes to be converted, and in cash, shares of common stock or any combination thereof, at our option, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount.
In connection with the pricing of the Convertible Notes, we entered into convertible note hedge transactions and warrant transactions. The cost of the convertible note hedge transactions was approximately $70.5 million. The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Convertible Notes, and have an initial strike price equal to the initial conversion price of the Convertible Notes. The strike price of the convertible note hedges has since been adjusted to $28.31 per share as a result of the payment of dividends on our common stock in excess of $0.14 per share. Separately, we received $40.0 million of proceeds from the sale of warrants to acquire, subject to anti-dilution adjustments, the same amount of shares at an initial strike price of $40.14 per share. The strike price of the warrants has since been adjusted to $39.96 per share as a result of the payment of dividends on our common stock in excess of $0.14 per share.
Credit Agreement
Our Credit Agreement matures in April 2027 and provides for a revolving credit facility and term loan borrowings. On April 1, 2022, we entered into Amendment No. 8 to the Fourth Amended and Restated Credit Agreement, as further modified by Amendment No. 9 dated July 12, 2022 (as amended, the "Credit Agreement"), to: (i) increase the revolving credit facility provided under the Credit Agreement (the "Credit Facility") to $1.5 billion and provide a term loan of $500.0 million ("Term Loan"), thereby replacing the existing term loan and increasing the total facility to $2.0 billion; (ii) modify the pricing of the loans, including the reference rates for various currencies to reflect the discontinuation of LIBOR; (iii) extend the maturity to April 1, 2027; and (iv) modify certain financial and other covenants to provide greater operating flexibility.
Under the Credit Facility, up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Our Credit Facility includes a sublimit of $400.0 million for the issuance of letters of credit and bankers' acceptances, and we have the right to request increases in available borrowings up to an additional $200.0 million, subject to the satisfaction of certain conditions.
As of December 31, 2024 and 2023, we had issued letters of credit under the Credit Facility totaling $17.9 million and $138.1 million, respectively. As of December 31, 2024 and 2023, the unused portion of our Credit Facility was $1.5 billion and $1.4 billion, respectively. The unused portion of our Credit Facility is limited by, among other things, our consolidated total leverage ratio, which limits the total amount of indebtedness we may incur, and may, therefore, fluctuate from period to period.
Borrowings under our Credit Facility and Term Loan related to base rate loans or Eurodollar rate loans bear floating interest rates plus applicable margins. As of December 31, 2024, the applicable margins for base rate loans and Eurodollar rate loans were 0.875% and 1.875%, respectively.
Our Credit Agreement contains certain financial and other covenants with which we are required to comply. As of December 31, 2024, we were in compliance with all financial covenants contained in our Credit Agreement.
Other Credit Lines
Outside of our Credit Facility, we have other uncommitted credit lines primarily for the issuance of letters of credit, bank guarantees and bankers’ acceptances. These credit lines are renewable on an annual basis and are subject to fees at market rates. As of December 31, 2024 and 2023, our outstanding letters of credit and bank guarantees under these credit lines totaled $360.1 million and $437.1 million, respectively.
Substantially all of the letters of credit and bank guarantees issued under our Credit Facility and the uncommitted credit lines were provided to suppliers in the normal course of business and generally expire within one year of issuance. Expired letters of credit and bank guarantees are renewed as needed.
Interest Income, Expense, and Other Financing Costs
The following table provides additional information about our interest income (expense), and other financing costs, net (in millions):
Year Ended December 31,
202420232022
Interest income$13.8 $7.8 $6.8 
Interest expense and other financing costs(116.0)(135.5)(117.4)
Interest expense and other financing costs, net$(102.2)$(127.7)$(110.6)
The weighted average interest rate on our short-term debt, excluding secured borrowings, was 6.7% and 6.9% as of December 31, 2024 and 2023, respectively.
During the years ended December 31, 2024 and 2023, we recognized interest expense of $13.6 million and $7.2 million associated with our Convertible Notes, which consisted of $11.2 million and $6.0 million, respectively, related to the 3.250% coupon rate and $2.4 million and $1.2 million, respectively, from the amortization of debt issuance costs.