Long-Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 8 Long-Term Debt

Long-term debt consisted of the following:

(in millions)	September 30, 2024			December 31, 2023
Current portion of long-term debt:
Current portion of 5-year term loan facility expires 2026	$	25		$	25
Current portion of 3-year term loan facility expires 2025		150			—
Current portion of 5-year term loan facility expires 2027		50			44
Current portion of 4.200% senior notes, semi-annual interest payments, balloon due 2024		—			500
Total current portion of long-term debt		225			569
Long-term debt:
Note agreements:
4.500% senior notes, semi-annual interest payments, net of the unamortized discount,    balloon due 2029		350			350
2.375% senior notes, semi-annual interest payments, net of the unamortized discount,    balloon due 2031		700			700
4.200% senior notes, semi-annual interest payments, net of the unamortized discount,    balloon due 2032		598			598
5.650% senior notes, semi-annual interest payments, net of the unamortized discount,    balloon due 2034		599			—
4.950% senior notes, semi-annual interest payments, net of the unamortized discount,    balloon due 2052		592			592
Total notes		2,839			2,240
Credit agreements:
5-year term loan facility, periodic interest and principal payments, SOFR plus up to    1.750%, expires October 27, 2026		175			194
5-year revolving loan facility, periodic interest payments, SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026		—			100
3-year term loan facility, periodic interest payments, SOFR plus up to 1.625%, expires March 31, 2025		—			300
5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027		375			412
Total credit agreements		550			1,006
Debt issuance costs (contra)		(22	)		(19	)
Total long-term debt, less unamortized discount and debt issuance costs		3,367			3,227
Current portion of long-term debt		225			569
Total debt	$	3,592		$	3,796

Note agreements: On June 11, 2024, the Company completed the issuance of $600 million aggregate principal amount of 5.650% Senior Notes due 2034 (the “2034 Senior Notes”). The net proceeds to the Company from the issuance of the 2034 Senior Notes, after deducting underwriting discounts and estimated offering expenses, were approximately $593 million. The 2034 Senior Notes were given investment grade ratings of BBB- stable outlook and Baa3 positive outlook. The 2034 Senior Notes will mature in June 2034. Interest on the 2034 Senior Notes will be payable semi-annually in arrears. The 2034 Senior Notes are senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s existing and future senior unsecured indebtedness. The Company may redeem the 2034 Senior Notes in whole or in part at any time and from time to time, at the “make whole” redemption prices specified in the prospectus supplement for the 2034 Senior Notes being redeemed, plus accrued and unpaid interest thereon. In September 2024, the Company used a portion of the proceeds from the 2034 Senior Notes to repay $500 million of the 4.200% senior notes due September 2024. In June 2024, the Company also used $100 million of the proceeds to repay a portion of an outstanding term loan balance. As of September 30, 2024 there was a total outstanding debt balance of $600 million exclusive of the associated discount balance on the 2034 Senior Notes.

The Company also maintains notes from other issuances aggregating to a total outstanding debt balance of $2,250 million exclusive of the associated discount balance as of September 30, 2024, and $2,750 million exclusive of the associated discount balance as of December 31, 2023.

Credit agreements: The Company has credit agreements that include term loans and a Revolving Credit Facility of $800 million, all having similar terms and covenants. The outstanding balance on the term loans was $775 million and $975 million as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, there was no outstanding balance on the Revolving Credit Facility and as of December 31, 2023 there was a $100 million outstanding balance on the Revolving Credit Facility.

The credit agreements require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of September 30, 2024 and December 31, 2023.

The 1-month Term SOFR Rate for the 5-year term loan facility expiring October 27, 2026 is 4.945%, the 1-month Term SOFR Rate for the 3-year term loan facility expiring March 31, 2025 is 4.945% and the 1-month Term SOFR Rate for the 5-year term loan facility expiring March 31, 2027 is 4.945% as of September 30, 2024. These SOFR rates are inclusive of a 0.100% credit-spread adjustment per the terms of the relevant agreements.

Subsequent to September 30, 2024, the Company exercised a draw down on the Revolving Credit Facility for $350 million in connection with the acquisition of Quintes Holding B.V.

Fair value information about financial instruments not measured at fair value

The following tables presents liabilities that are not measured at fair value on a recurring basis:

	September 30, 2024				December 31, 2023
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current portion of long-term debt	$	—	$	—	$	500	$	495
Long-term debt	$	2,839	$	2,711	$	2,240	$	1,993

The carrying value of the Company's borrowings under various credit agreements approximates its fair value due to the variable interest rate based upon adjusted SOFR. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments as they are corroborated by observable market data.