External Debt and Financing Arrangements

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

External Debt and Financing Arrangements

7. External Debt and Financing Arrangements

Unsecured Senior Notes

At December 31, 2021, the Company had aggregate outstanding notes in the principal amount of $1.8 billion, with varying maturities (the “Notes”). The Notes are unsecured senior obligations of the Company. The following table provides a summary of the Company’s outstanding Notes, including the carrying value of the Notes, net of underwriting commissions, price discounts, and debt issuance costs as of December 31, 2021 and December 31, 2020:

(in millions)					Net Carrying Value
Coupon Rate	Principal Amount		Issuance Date	Maturity Date	December 31, 2021		December 31, 2020
4.000% Senior Notes	$	500.0	June 2015	June 2025	$	497.4	$	496.6
4.000% Senior Notes		600.0	September 2018	September 2023		598.2		597.1
3.250% Senior Notes		700.0	September 2019	September 2029		694.2		693.5
Total Senior Notes	$	1,800.0			$	1,789.8	$	1,787.2

During June 2020, we repaid all outstanding 3.000% Senior Notes issued in June 2015 at their maturity date using borrowings under our 2019 Revolving Credit Agreement (as defined below). In September 2019, we issued $700 million of 3.25% Senior Notes due 2029 (“2019 Notes”) in a registered public

offering. The Company used the proceeds from the 2019 Notes offering to repay in full the Company’s $350 million term loan and to pay down outstanding balances under our revolving credit facility.

In September 2018, we issued $600 million of unsecured senior notes (“2018 Notes”) in a registered public offering. The 2018 Notes are due in 2023 with a coupon rate of 4%. We used the proceeds from the 2018 Notes offering to pay down our revolving credit facility.

Credit Facilities

In November 2021, the Company entered into a 364-day, $400 million term loan credit agreement (“2021 Term Loan”) for general corporate purposes that matures in November 2022. Interest rates under the 2021 Term Loan are variable based on LIBOR at the time of the borrowing and the Company’s long-term credit rating and can range from LIBOR + 0.625% to LIBOR + 1.25%. Covenants under the 2021 Term Loan are the same as the existing $1.25 billion revolving credit agreement. As of December 31, 2021, we were in compliance with all covenants under this facility.

In September 2019, the Company entered into a second amended and restated $1.25 billion revolving credit facility (the “2019 Revolving Credit Agreement”), and borrowings thereunder will be used for general corporate purposes. The maturity date of the facility is September 2024. Interest rates under the 2019 Revolving Credit Agreement are variable based on LIBOR at the time of the borrowing and the Company’s long-term credit rating and can range from LIBOR + 0.91% to LIBOR + 1.4%. Under the 2019 Revolving Credit Agreement, the Company is required to maintain a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.0 to 1.0. Consolidated EBITDA is defined as consolidated net income before interest expense, income taxes, depreciation, amortization of intangible assets, losses from asset impairments, and certain other one-time adjustments. In addition, the Company’s ratio of consolidated debt minus certain cash and cash equivalents to consolidated EBITDA generally may not exceed 3.5 to 1.0. On December 31, 2021 and December 31, 2020, our outstanding borrowings under these credit facilities were $520.0 million and $785.0 million, respectively, which is included in Long-term debt in the consolidated balance sheets. As of December 31, 2021, we were in compliance with all covenants under this facility.

We currently have uncommitted bank lines of credit in China, which provide for unsecured borrowings for working capital of up to $17.5 million in aggregate as of December 31, 2021 and December 31, 2020, of which there were no outstanding balances as of December 31, 2021 and 2020. The weighted-average interest rates on these borrowings were zero in both 2021 and 2020.

Commercial Paper

In November 2021, the Company established a commercial paper program (the "Commercial Paper Program") pursuant to which the Company may issue short-term, unsecured commercial paper notes. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed, with the aggregate principal amount outstanding at any time not to exceed $1.25 billion. The Company’s 2019 Revolving Credit Agreement is the liquidity backstop for the repayment of any notes issued under the Commercial Paper Program. The Company plans to use net proceeds from any issuances under the Commercial Paper Program for general corporate purposes. There was no commercial paper outstanding as of December 31, 2021.

As of December 31, 2021, the components of long-term debt were as follows:

(In millions)	2021		2020
Notes (due 2023 to 2029)	$	1,789.8	$	1,787.2
2019 Revolving Credit Agreement		520.0		785.0
2021 Term Loan		400.0		—
Total debt		2,709.8		2,572.2
Less: current portion		400.0		—
Total long-term debt	$	2,309.8	$	2,572.2

In our debt agreements, there are normal and customary events of default which would permit the lenders to accelerate the debt if not cured within applicable grace periods, such as failure to pay principal or interest when due or a change in control of the Company. There were no events of default as of December 31, 2021.

Debt payments due during the next five years as of December 31, 2021 are $400 million in 2022, $600 million in 2023, $520 million in 2024, $500 million in 2025, zero in 2026 and $700 million in 2027 and beyond. Interest payments due during the next five years as of December 31, 2021 are $78 million in 2022, $124 million in 2023 through 2024, $56 million in 2025 through 2026 and $68 million in 2027 and beyond.