Long-Term Debt

9 Months Ended

Sep. 30, 2025

Long-term debt consisted of the following:


	Sept. 30, 2025		Sept. 30, 2024		Dec. 31, 2024
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	567,625	$	505,000	$	—
U.S. term loans	850,000		850,000		850,000

Euro term loans	1,057,500		—		931,950
Other foreign bank revolving and term loans	59,035		43,127		35,725
Total bank debt	2,534,160		1,398,127		1,817,675



3¼% Senior Notes	—		725,400		673,075
4⅛% Senior Notes	600,000		600,000		600,000
2¼% Senior Notes	587,500		558,000		517,750
4¼% Senior Notes	705,000		—		—
1.4% Senior Secured Notes	500,000		500,000		500,000
Finance leases	39,757		36,342		41,673
Total debt - principal	4,966,417		3,817,869		4,150,173
Less unamortized debt issuance costs and debt discount	19,200		9,819		13,320
Total debt	4,947,217		3,808,050		4,136,853
Less current portion	1,134,984		1,254,391		716,932
	$	3,812,233	$	2,553,659	$	3,419,921

At September 30, 2025, the current portion of long-term debt consisted of $550.0 million of U.S. revolving loans, $17.6 million of Euro revolving loans, $8.5 million of U.S. term loans and $10.6 million of Euro term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $500.0 million of our 1.4% Senior Secured Notes, $44.4 million of other foreign bank revolving and term loans and $3.9 million of finance leases.

On March 15, 2025, we repaid all €650.0 million aggregate principal amount of our outstanding 3¼% Senior Notes due 2025, or the 3¼% Notes, at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date. We funded this repayment with Euro revolving loan borrowings under the Credit Agreement and cash on hand.

4¼% SENIOR NOTES

On September 12, 2025, we issued €600.0 million aggregate principal amount of our 4¼% Senior Notes due 2031, or the 4¼% Senior Notes, at 100 percent of their principal amount in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended.

The 4¼% Senior Notes are guaranteed by our U.S. subsidiaries that guarantee the Credit Agreement, the 1.4% Senior Secured Notes, the 4⅛% Senior Notes and the 2¼% Senior Notes. The 4¼% Senior Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement, the 1.4% Senior Secured Notes, the 4⅛% Senior Notes and the 2¼% Senior Notes, any of our non-U.S. subsidiaries and any of our non-wholly owned subsidiaries. The guarantee of each subsidiary guarantor will be released to the extent such subsidiary no longer guarantees the Credit Agreement or when the 1.4% Senior Secured Notes are paid off on or before they mature on April 1, 2026, provided we do not issue any other debt securities for which a U.S. subsidiary provides a guarantee before that date.

The 4¼% Senior Notes and the related guarantees are general senior unsecured obligations of us and the subsidiary guarantors, respectively, and are (i) effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, including secured indebtedness under the Credit Agreement and the 1.4% Senior Secured Notes, to the extent of the value of the assets securing such indebtedness, (ii) equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness, including the 4⅛% Senior Notes and the 2¼% Senior Notes, (iii) senior to all of our and the subsidiary guarantors’ existing and future subordinated indebtedness, and (iv) structurally subordinated to the existing and future indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries.

The 4¼% Senior Notes will mature on February 15, 2031. Interest on the 4¼% Senior Notes is payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2026. The 4¼% Senior Notes were issued pursuant to, and are governed by, that certain indenture, dated as of September 12, 2025, among us, certain of our U.S. subsidiaries, U.S. Bank Trust Company, National Association, as trustee, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Europe DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indentures for the 1.4% Senior Secured Notes, the 4⅛% Senior Notes and the 2¼% Senior Notes.

The 4¼% Senior Notes are redeemable, at our option, in whole or in part, at any time on or after September 15, 2027 initially at 102.125 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably annually to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after September 15, 2029. At any time before September 15, 2027, we also have the right to redeem the 4¼% Senior Notes, in whole or in part, at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 4¼% Senior Notes, together with accrued and unpaid interest to the redemption date. In addition, before September 15, 2027, we have the right to redeem up to 40 percent of the aggregate principal amount of outstanding of the 4¼% Senior Notes with the proceeds from sales of certain kinds of our capital stock at a redemption price equal to 104.250 percent of their principal amount, plus accrued and unpaid interest to the redemption date.

We will be required to make an offer to repurchase the 4¼% Senior Notes at a price of 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 4¼% Senior Notes. In connection with any tender offer for, or any other offer to purchase, the 4¼% Senior Notes (including a change of control offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 4¼% Senior Notes validly tender their 4¼% Senior Notes in such offer, we, or a third party making such offer, is entitled to redeem all remaining 4¼% Senior Notes at the price offered to each holder (excluding any early tender, incentive or similar fee).

The net proceeds from the sale of the 4¼% Senior Notes were approximately €592.4 million after deducting the initial purchasers' discount and estimated offering expenses. We used the net proceeds from the sale of the 4¼% Senior Notes to repay outstanding Euro revolving loan borrowings under the Credit Agreement.