DEBT Debt (Notes)

3 Months Ended

Mar. 29, 2025

Debt Disclosure [Abstract]

Debt [Text Block]

DEBT

The following table summarizes our outstanding debt obligations.

As of the Period Ended	March 29, 2025		December 31, 2024
Commercial paper	$	729.3	$	424.5
Current maturities of long-term debt	2.6		2.6
Short-term loans	0.7		0.5
Total short-term borrowings	732.6		427.6
Non-current maturities of long-term debt(a)	4.5		232.6
Total debt	$	737.1	$	660.2

(a)    Long-term debt as of December 31, 2024 is primarily related to a term loan that the Company entered into in September 2024 in connection with the acquisition of kSARIA. See additional details in section titled, “U.S. Term Loan”, below.

Commercial Paper

The following table presents our outstanding commercial paper borrowings and associated weighted average interest rates as of March 29, 2025 and December 31, 2024.

As of the Period Ended	March 29, 2025			December 31, 2024
Commercial Paper Outstanding - U.S. Program	$	394.6		$	424.5
Commercial Paper Outstanding - Euro Program	334.7			—
Total Commercial Paper Outstanding	$	729.3		$	424.5
Weighted Average Interest Rate - U.S. Program	4.68		%	4.80		%
Weighted Average Interest Rate - Euro Program	2.77		%	N/A

Outstanding commercial paper for both periods had maturity terms less than three months from the date of issuance.

U.S. Term Loan

On September 12, 2024, the Company entered into a credit agreement (the kSARIA Credit Agreement) among the Company, as borrower, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner.

The kSARIA Credit Agreement had a maturity of three years (September 2027) and provided for a term loan of $464, which had been borrowed and was used to finance the Company’s acquisition of kSARIA on September 12, 2024. During the first quarter of 2025, the Company made loan repayments of $229.0, representing the remaining outstanding balance on the kSARIA Credit Agreement, and the kSARIA Credit Agreement was terminated. Debt issuance costs of $0.9 were fully amortized as of March 29, 2025. The annual interest rate for the period in which the kSARIA Credit Agreement was outstanding during the quarter ended March 29, 2025 was 5.33%.

Revolving Credit Agreement

On August 5, 2021, the Company entered into a revolving credit facility agreement with a syndicate of third party lenders including Bank of America, N.A., as administrative agent (the 2021 Revolving Credit Agreement). Upon its effectiveness, this agreement replaced our existing $500 revolving credit facility due November 2022. The 2021 Revolving Credit Agreement matures in August 2026 and provides for an aggregate principal amount of up to $700. The 2021 Revolving Credit Agreement provides for a potential increase of commitments of up to $350 for a possible maximum of $1,050 in aggregate commitments at the request of the Company and with the consent of the institutions providing such increase of commitments.

On May 10, 2023, the Company entered into the First Amendment (the Amendment) to the Company’s 2021 Revolving Credit Agreement. In connection with the phase out of LIBOR as a reference interest rate, the Amendment replaced LIBOR as a benchmark for United States Dollar revolving borrowings with the term SOFR, and replaced LIBOR as a benchmark for Euro swing line borrowings with the Euro overnight short-term rate (ESTR). The Amendment did not have a significant impact on the Company’s consolidated condensed financial statements.

Since the Amendment, the interest rate per annum on the 2021 Revolving Credit Agreement is based on the term SOFR of the currency we borrow in, plus a margin of 1.0%. As of March 29, 2025 and December 31, 2024, we had no outstanding borrowings under the 2021 Revolving Credit Agreement. There is a 0.125% fee per annum applicable to the commitments under the 2021 Revolving Credit Agreement. The margin and fees are subject to adjustment should the Company’s credit ratings change.

The 2021 Revolving Credit Agreement contains customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional debt or issue guarantees; create certain liens; merge or consolidate with another person; sell, transfer, lease or otherwise dispose of assets; liquidate or dissolve; and enter into restrictive covenants. Additionally, the 2021 Revolving Credit Agreement requires us not to permit the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation, amortization, and other special, extraordinary, unusual, or non-recurring items (adjusted consolidated EBITDA) (leverage ratio) to exceed 3.50 to 1.00, with a qualified acquisition step up immediately following such qualified acquisition of 4.00 to 1.00 for four quarters, 3.75 to 1.00 for two quarters thereafter, and returning to 3.50 to 1.00 thereafter.

As of March 29, 2025, all financial covenants (e.g., leverage ratio) associated with the 2021 Revolving Credit Agreement were within the prescribed thresholds.

2025 Credit Agreement Subsequent Event

On April 30, 2025, the Company entered into a credit agreement (the 2025 Credit Agreement) among the Company, as borrower, certain of our subsidiaries, as guarantors, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner.

The 2025 Credit Agreement has a maturity of two years and provides for a term loan of $750.0, all of which had been borrowed on April 30, 2025. Proceeds of the term loan will be applied to pay down the Company’s U.S. commercial paper capacity and for other general corporate purposes, including working capital needs.

Borrowings under the 2025 Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) term secured overnight financing rate (Term SOFR) plus a margin ranging from 0.875% to 1.375%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.375%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Credit Agreement. The loans under the 2025 Credit Agreement may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain conditions.

The 2025 Credit Agreement contains customary affirmative and negative covenants, as well as financial covenants (e.g., leverage ratio), that are similar to those contained in our 2021 Revolving Credit Agreement.