Debt |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | Debt The Company’s debt consists of the following:
On April 27, 2026, the Company entered into an amended and restated Credit Agreement which included a $300 million Term Loan A Facility and a $400 million Revolving Credit Facility. The amendment, among other things, changed the Credit Agreement principal borrowing balance, amended certain affirmative and negative covenants, applicable interest rate margins, and extended the Credit Agreement maturity date to April 27, 2031. The Company evaluated the amended debt arrangement in accordance with ASC 470-50, Debt—Modifications and Extinguishments. Because the Company's borrowings are held by a syndicate of lenders, the accounting assessment was performed on a lender-by-lender basis. Based on the quantitative and qualitative analyses performed, the Company concluded that the amendment represented a modification of existing debt with respect to lenders that continued participation in the amended facility and for which the change in cash flows did not meet the extinguishment criteria. For these lenders, existing unamortized debt issuance costs and discounts continue to be amortized over the remaining term of the amended debt. For lenders whose participation in the amended facility resulted in substantially different terms or which were replaced by new lenders, the amendment was accounted for as an extinguishment of the original debt and issuance of new debt. As a result of the analysis, the Company has recognized $2 million in debt amendment fees recorded in Other income (expense), net for the six months ended June 30, 2026. The Company has deferred costs of $2 million and $1 million as a result of this analysis, which are recorded in Other non-current assets as these associated with the Revolving Credit Facility and Long-term debt, net which associated with the Term Loan A Facility, respectively. The deferred costs will be amortized over the term of the Credit Agreement. Short-Term Debt Terms of the amended credit facility require a quarterly principal payment equal to 1.25% of the original term debt balance. The first required payment will be made during the third quarter of 2026. As of June 30, 2026, the Company has no other short-term borrowing, including at the Company's subsidiaries. The Company's subsidiaries have access to $189 million of capacity under short-term credit facilities. Long-Term Debt The Company has no outstanding borrowings on the Revolving Credit Facility as of June 30, 2026 and December 31, 2025. The Company may borrow and repay on the Revolving Credit Facility at any time until maturity. Interest on the Term Facility loans and Revolving Credit Facility accrues at a rate equal to a SOFR-based rate plus an applicable margin of between 1.00% and 1.75%, as determined by the Company's total gross leverage ratio. The Company can benefit from a 5 basis point decrease to the applicable margin due to a sustainability-linked pricing provision based on the Company's annual performance on reducing GHG emissions. The Credit Agreement requires compliance with customary affirmative and negative covenants and contains customary events of default. The Revolving Credit Facility also requires that the Company maintain a total net leverage ratio no greater than 3.00:1.00. During any period when the Company’s corporate and family ratings meet investment grade ratings, certain of the negative covenants are suspended. The Revolving Credit Facility also provides $75 million availability for the issuance of letters of credit and a maximum of $40 million for swing line borrowings. Any amount of the facility utilized for letters of credit or swing line loans outstanding will reduce the amount available under the existing Revolving Credit Facility. The Company may request increases in the limits under the Credit Agreement and may request the addition of one or more term loan facilities. Outstanding borrowings may be prepaid without penalty (other than borrowings made for the purpose of reducing the effective interest rate margin or weighted average yield of the loans). There are mandatory prepayments of principal in connection with: (i) excess cash flow sweeps above certain leverage thresholds, (ii) certain asset sales or other dispositions, (iii) certain refinancing of indebtedness and (iv) over-advances under the Revolving Credit Facility. There are no excess cash flow sweeps required at the Company’s current leverage level. All obligations under the Credit Agreement and obligations with respect to certain cash management services and swap transaction agreements between the Company and its lenders are unconditionally guaranteed by certain of the Company’s subsidiaries. Under the terms of the Credit Agreement, any amounts outstanding are secured by a first-priority perfected lien on substantially all property of the Company and the subsidiaries party to the security agreement, subject to certain limitations. Other The Company has a $6 million letter of credit facility, whereby the Company is required to maintain a cash collateral account equal to 103% (110% for non-U.S. dollar denominated letters) of the aggregate stated amount of issued letters of credit and must reimburse any amounts drawn under issued letters of credit. The Company had $1 million of outstanding letters of credit issued under this facility secured by restricted cash, as of June 30, 2026 and December 31, 2025. Additionally, the Company had $5 million of locally issued bank guarantees and letters of credit as of June 30, 2026 and December 31, 2025, to support various tax appeals, customs arrangements and other obligations at its local affiliates.
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