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Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt Debt
Short-Term Borrowings
The Company utilizes uncommitted lines of credit as needed for its short-term working capital fluctuations. As of December 31, 2022 and 2021, the Company had lines of credit from banks totaling $298.2 million and $96.2 million, respectively. As of December 31, 2022, the Company had short-term debt balances outstanding related to draws on its lines of credit of $9.9 million. As of December 31, 2021, the Company had no short-term debt balances outstanding related to draws on its lines of credit.
Long-Term Debt
A summary of long-term debt, net of unamortized debt issuance costs and unamortized original issue premium (discount) and the related weighted average interest rates is shown below (in millions):
December 31,2022
Debt InstrumentLong-Term DebtUnamortized Debt Issuance CostsUnamortized Original Issue Premium (Discount)Long-Term
Debt, Net
Weighted
Average
Interest
Rate
3.8% Senior Notes due 2027 (the "2027 Notes")
$550.0 $(2.1)$(1.8)$546.1 3.885%
4.25% Senior Notes due 2029 (the "2029 Notes")
375.0 (2.0)(0.7)372.3 4.288%
3.5% Senior Notes due 2030 (the "2030 Notes")
350.0 (2.0)(0.6)347.4 3.525%
2.6% Senior Notes due 2032 (the "2032 Notes")
350.0 (2.8)(0.7)346.5 2.624%
5.25% Senior Notes due 2049 (the "2049 Notes")
625.0 (6.0)13.2 632.2 5.103%
3.55% Senior Notes due 2052 (the "2052 Notes")
350.0 (3.8)(0.5)345.7 3.558%
Other11.8 — — 11.8 N/A
$2,611.8 $(18.7)$8.9 2,602.0 
Less — Current portion(10.8)
Long-term debt$2,591.2 
December 31,2021
Debt InstrumentLong-Term DebtUnamortized Debt Issuance CostsUnamortized Original Issue Premium (Discount)Long-Term
Debt, Net
Weighted
Average
Interest
Rate
2027 Notes550.0 (2.5)(2.2)545.3 3.885%
2029 Notes375.0 (2.3)(0.9)371.8 4.288%
2030 Notes350.0 (2.3)(0.7)347.0 3.525%
2032 Notes350.0 (3.1)(0.8)346.1 2.624%
2049 Notes625.0 (6.1)13.7 632.6 5.103%
2052 Notes350.0 (3.8)(0.5)345.7 3.558%
Other7.5 — — 7.5 N/A
$2,607.5 $(20.1)$8.6 2,596.0 
Less — Current portion(0.8)
Long-term debt$2,595.2 
Senior Notes
The issuance, maturity and interest payment dates of the Company's senior unsecured 2027 Notes, 2029 Notes, 2030 Notes, 2032 Notes, 2049 Notes and 2052 Notes (collectively, the "Notes") are shown below:
NoteIssuance DateMaturity DateInterest Payment Dates
2027 NotesAugust 2017September 15, 2027March 15 and September 15
2029 NotesMay 2019May 15, 2029May 15 and November 15
2030 NotesFebruary 2020May 30, 2030May 30 and November 30
2032 NotesNovember 2021January 15, 2032
January 15 and July 15 (1)
2049 NotesMay 2019 and February 2020May 15, 2049May 15 and November 15
2052 NotesNovember 2021January 15, 2052
January 15 and July 15 (1)
(1) Commenced July 15, 2022.
2027 Notes Issued in 2017
In 2017, the Company issued $750 million in aggregate principal amount at maturity of 2027 Notes at a stated coupon rate of 3.8%. The 2027 Notes were issued at 99.294% of par, resulting in a yield to maturity of 3.885%. The net proceeds from the offering of $744.7 million, after original issue discount, were used to redeem the outstanding $500 million in aggregate principal amount of the senior unsecured notes due 2023 at a redemption price equal to 100% of the principal amount thereof, plus a "make-whole" premium of $17.0 million, as well as to refinance a portion of the Company's $500 million prior term loan facility.
In November 2021, the Company paid $221.5 million for the purchase of $200 million in aggregate principal amount of the 2027 Notes, including an early tender premium of $21.0 million and related fees of $0.5 million. In connection with this transaction, the Company recognized a loss of $23.9 million on the extinguishment of debt.
Prior to June 15, 2027, the Company, at its option, may redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus a "make-whole" premium as of, and accrued and unpaid interest to, the redemption date. On or after June 15, 2027, but prior to the maturity date of September 15, 2027, the Company, at its option, may redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
2029 and 2049 Notes Issued in 2019
In 2019, the Company issued $375 million in aggregate principal amount at maturity of 2029 Notes and $325 million in aggregate principal amount at maturity of 2049 Notes. The 2029 Notes have a stated coupon rate of 4.25% and were issued at 99.691% of par, resulting in a yield to maturity of 4.288%. The 2049 Notes have a stated coupon rate of 5.25% and were issued at 98.32% of par, resulting in a yield to maturity of 5.363%.
The net proceeds from the offering of $693.3 million, after original issue discount, were used to redeem $325 million in aggregate principal amount of 5.375% senior notes due 2024 (the "2024 Notes") at a redemption price equal to 102.688% of the principal amount of such 2024 Notes, plus accrued interest, as well as to finance the acquisition of Xevo and for general corporate purposes.
Prior to February 15, 2029, the Company, at its option, may redeem the 2029 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus the applicable premium, if any, as of, and accrued and unpaid interest to, but not including, the redemption date. On or after February 15, 2029, the Company, at its option, may redeem the 2029 Notes, at any time, in whole or in part, on not less than 15 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.
Prior to November 15, 2048, the Company, at its option, may redeem the 2049 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus the applicable premium, if any, as of, and accrued and unpaid interest to, but not including, the redemption date. On or after November 15, 2048, the Company, at its option, may redeem the 2049 Notes, at any time, in whole or in part, on not less than 15 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.
2030 Notes and 2049 Notes Issued in 2020
In 2020, the Company issued $350 million in aggregate principal amount at maturity of 2030 Notes and $300 million in aggregate principal amount at maturity of 2049 Notes. The 2030 Notes have a stated coupon rate of 3.5% and were issued at 99.774% of par, resulting in a yield to maturity of 3.525%. The 2049 Notes have a stated coupon rate of 5.25% and were issued at 106.626% of par, resulting in a yield to maturity of 4.821%.
The net proceeds from the offering were $669.1 million after original issue discount. The proceeds were used to redeem $650 million in aggregate principal amount of 5.25% senior notes due 2025 (the "2025 Notes") at a redemption price equal to 102.625% of the principal amount of such 2025 Notes, plus accrued interest.
Prior to February 28, 2030, the Company, at its option, may redeem the 2030 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus the applicable premium, if any, as of, and accrued and unpaid interest to, but not including, the redemption date. On or after February 28, 2030, the Company, at its option, may redeem the 2030 Notes, at any time, in whole or in part, on not less than 15 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.
Prior to November 15, 2048, the Company, at its option, may redeem the 2049 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus the applicable premium, if any, as of, and accrued and unpaid interest to, but not including, the redemption date. On or after November 15, 2048, the Company, at its option, may redeem the 2049 Notes, at any time, in whole or in part, on not less than 15 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.
In connection with these transactions, the Company recognized a loss of $21.1 million on the extinguishment of debt and paid related issuance costs of $6.0 million in 2020.
2032 Notes and 2052 Notes Issued in 2021
In 2021, the Company issued $350 million in aggregate principal amount at maturity of 2032 Notes and $350 million in aggregate principal amount at maturity of 2052 Notes. The 2032 Notes have a stated coupon rate of 2.6% and were issued at 99.782% of par, resulting in a yield to maturity of 2.624%. The 2052 Notes have a stated coupon rate of 3.55% and were issued at 99.845% of par, resulting in a yield to maturity of 3.558%.
The net proceeds from the offering of $698.7 million, after original issue discount, were used, in part, to fund the tender of $200 million in aggregate principal amount of 2027 Notes (see "— 2027 Notes" above) and the repayment in full of $206.3 million outstanding on the Company's $250 million term loan facility (see "— Credit Agreement" below). The remaining net proceeds were used to finance the 2022 acquisition of Kongsberg ICS (Note 4, "Acquisition of Kongsberg ICS") and for general corporate purposes.
Prior to October 15, 2031, the Company, at its option, may redeem the 2032 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus the applicable premium, if any, as of, and accrued and unpaid interest to, but not including, the redemption date. On or after October 15, 2031, the Company, at its option, may redeem the 2032 Notes, at any time, in whole or in part, on not less than 15 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.
Prior to July 15, 2051, the Company, at its option, may redeem the 2052 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus the applicable premium, if any, as of, and accrued and unpaid interest to, but not including, the redemption date. On or after July 15, 2051, the Company, at its option, may redeem the 2052 Notes, at any time, in whole or in part, on not less than 15 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.
In connection with these transactions, the Company paid related issuance costs of $7.1 million in 2021.
Covenants
Subject to certain exceptions, the indentures governing the Notes contain restrictive covenants that, among other things, limit the ability of the Company to: (i) create or permit certain liens and (ii) consolidate, merge or sell all or substantially all of the Company's assets. The indentures governing the Notes also provide for customary events of default. As of December 31, 2022, the Company was in compliance with all covenants under the indentures governing the Notes.
Credit Agreement
In 2017, the Company entered into an unsecured credit agreement consisting of a $1.75 billion revolving credit facility (the "Revolving Credit Facility") and a $250 million term loan facility (the "Term Loan Facility"). In October 2021, the Company entered into an amended and restated credit agreement (the "Credit Agreement") that increased the Revolving Credit Facility to $2.0 billion and extended the maturity date to October 28, 2026. In connection with the amendment and restatement, the Company recognized a loss of $0.4 million on the extinguishment of debt and paid related issuance costs of $2.8 million.
In 2022, aggregate borrowings and repayments under the Revolving Credit Facility were $65.0 million. In 2021, there were no borrowings or repayments under the Revolving Credit Facility. In the first quarter of 2020, as a proactive measure in response to the COVID-19 pandemic, the Company borrowed $1.0 billion under the Revolving Credit Facility, which was repaid in full in the third quarter of 2020. As of December 31, 2022 and 2021, there were no borrowings outstanding under the Revolving Credit Facility.
In 2021, the Company made principal payments under the Term Loan Facility of $220.3 million, including full repayment of $206.3 million in November 2021. In connection with the full repayment, the Company recognized a loss of $0.3 million on the extinguishment of debt. In 2020, the Company made required principal payments under the Term Loan Facility of $14.1 million.
Advances under the Revolving Credit Facility generally bear interest based on (i) the Eurocurrency Rate (as defined in the Credit Agreement) or (ii) the Base Rate (as defined in the Credit Agreement) plus a margin, determined in accordance with a pricing grid. As of December 31, 2022, the ranges and rates are as follows (in percentages):
Eurocurrency RateBase Rate
MinimumMaximum
Rate as of December 31, 2022
MinimumMaximum
Rate as of December 31, 2022
Revolving Credit Facility0.925 %1.450 %1.125 %0.000 %0.450 %0.125 %
The facility fee, which ranges from 0.075% to 0.20% of the total amount committed under the Revolving Credit Facility, is payable quarterly.
Covenants
The Credit Agreement contains various customary representations, warranties and covenants by the Company, including, without limitation, (i) covenants regarding maximum leverage, (ii) limitations on fundamental changes involving the Company or its subsidiaries and (iii) limitations on indebtedness and liens. As of December 31, 2022, the Company was in compliance with all covenants under the Credit Agreement.
Delayed-Draw Term Loan Facility
In December 2022, the Company entered into an unsecured $150 million committed delayed-draw term loan facility (the "Delayed-Draw Facility") that matures 3 years after the funding date. The Delayed-Draw Facility is expected to be used to finance the acquisition of I.G. Bauerhin ("IGB") upon closing of the transaction and for general corporate purposes. Advances under the Delayed-Draw Facility generally bear interest based on the Daily or Term Secured Overnight Financing Rate ("SOFR"), as defined in the Delayed-Draw Facility agreement, plus a margin determined in accordance with a pricing grid that ranges from 1.00% to 1.525%.
As of December 31, 2022, there were no amounts drawn under the Delayed-Draw Facility.
Covenants
The Delayed-Draw Facility contains the same covenants as the Credit Agreement. As of December 31, 2022, the Company was in compliance with all covenants under the Delayed-Draw Facility.
Other
As of December 31, 2022 and 2021, other long-term debt, including the current portion, consisted of amounts outstanding under an unsecured working capital loan and a finance lease agreement.