Debt | Debt At December 31, 2023 and 2022 , total long-term debt, net of debt issuance costs of $4.0 million and $6.6 million , respectively, consists of the following: (in thousands) 2023 2022 0.500% Senior Unsecured Cash Convertible Notes due 2023 $— $389,552 1.000% Senior Unsecured Cash Convertible Notes due 2024 483,019 464,331 0.000% Senior Unsecured Convertible Notes due 2027 497,869 497,336 German Private Placement (2017 Schuldschein) 120,956 116,699 German Private Placement (2022 Schuldschein) 407,950 393,532 Total long-term debt 1,509,794 1,861,450 Less: Current portion 587,970 389,552 Long-term portion $921,824 $1,471,898 The notes are all unsecured obligations that rank pari passu. N o Contingent Conversion Conditions were triggered as of December 31, 2023 . Repayments of long-term debt for the years ended December 31, 2023 , 2022 and 2021 consisted of: (in thousands) 2023 2022 2021 German Private Placement (2017 Schuldschein) $— $153,003 $41,145 0.500% Senior Unsecured Cash Convertible Notes due 2023 400,000 — — 0.875% Senior Unsecured Cash Convertible Notes due 2021 — — 200 3.75% Series B Senior Notes due October 16, 2022 — 300,000 — 3.90% Series C Senior Notes due October 16, 2024 — 27,000 — Total repayment of long-term debt $400,000 $480,003 $41,345 The principal amount, carrying amount and fair values of long-term debt instruments as of December 31, 2023 and 2022 are summa rized b elow: (in thousands) 2023 Principal amount Unamortized debt discount and issuance costs Carrying amount Fair value Amount Leveling Cash Convertible Notes due 2024 $500,000 ($16,981) $483,019 $513,500 Level 1 Convertible Notes due 2027 500,000 (2,131) 497,869 453,185 Level 1 German Private Placement (2017 Schuldschein) 121,009 (53) 120,956 118,978 Level 2 German Private Placement (2022 Schuldschein) 408,846 (896) 407,950 401,684 Level 2 $1,529,855 ($20,061) $1,509,794 $1,487,347 (in thousands) 2022 Principal amount Unamortized debt discount and issuance costs Carrying amount Fair value Amount Leveling Cash Convertible Notes due 2023 $400,000 ($10,448) $389,552 $493,436 Level 1 Cash Convertible Notes due 2024 500,000 (35,669) 464,331 596,485 Level 1 Convertible Notes due 2027 500,000 (2,664) 497,336 471,545 Level 1 German Private Placement (2017 Schuldschein) 116,821 (122) 116,699 112,401 Level 2 German Private Placement (2022 Schuldschein) 394,638 (1,106) 393,532 378,302 Level 2 $1,911,459 ($50,009) $1,861,450 $2,052,169 Future maturities of long-term debt stated at the carrying values as of December 31, 2023 are as follows: Years ending December 31, (in thousands) 2024 $587,970 2025 56,836 2026 — 2027 614,800 2028 — Thereafter 250,188 $1,509,794 Interest expense on long-term debt was $52.4 million , $55.1 million and $50.7 million for the years ended December 31, 2023 , 2022 and 2021 , respectively. Interest expense for the years ended December 31, 2023 and 2022 related to the 2027 Notes and the Cash Convertible Notes was comprised of the following: (in thousands) 2023 2022 Coupon interest $4,169 $7,000 Amortization of original issuance discount 27,341 30,170 Amortization of debt issuance costs 2,328 2,593 Total interest expense related to the convertible notes $33,838 $39,763 Convertible Notes due 2027 On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of the 2027 Notes totaled $497.6 million , after payment of debt issuance costs of $3.7 million . In accounting for the issuance of the 2027 Notes in 2020 prior to the adoption of ASU 2020-06, we separated the 2027 Notes into liability and equity components. We allocated $445.9 million of the 2027 Notes to the liability component, representing the fair value of a similar debt instrument that does not have an associated convertible feature; and $54.1 million to the equity component, representing the conversion option, which did not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. ASU 2020-06 was adopted on January 1, 2021, and this resulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings for the conversion feature related to the liability for the 2027 Notes. The effective interest rate of the 2027 Notes is 1.65% , which is imputed based on the amortization of the fair value of the embedded conversion option over the remaining term of the 2027 Notes. The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of 2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per share or 6.2 million underlying shares). Following the January 2024 synthetic share repurchase discussed in Note 18 "Equity," the adjusted conversion rate became 2,475.26 shares per $200,000 principal amount of notes, which represents an adjusted conversion price per share of $80.7996 . At conversion, we will settle the 2027 Notes by repaying the principal portion in cash and any excess of the conversion value over the principal amount in shares of common shares. The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in connection with a change of control or delisting event (as further described in the 2027 Notes). The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis, at the prevailing conversion price, in the following circumstances beginning after January 27, 2021 through June 16, 2027: • if the last reported sale price of our common shares for at least 20 -consecutive trading days during a period of 30 - consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; or • if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or • if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days, including the first business day following the relevant trading price notification date; or • if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common shares for the prior 20 consecutive trading days; or • in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the period from (and including) the date on which the call notice is published to (and including) the 45th business day prior to the redemption date; or • if we experience certain customary events of default, including defaults under certain other indebtedness, until such event of default has been cured or waived. The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business day prior to December 17, 2027. No Contingent Conversion Conditions were triggered for the 2027 Notes as of December 31, 2023 or December 31, 2022 . Cash Convertible Notes due 2023 and 2024 On September 13, 2017, we issued $400.0 million aggregate principal amount of Cash Convertible Senior Notes which were due and repaid in September 2023 ( 2023 Notes). The net proceeds of the 2023 Notes were $365.6 million , after payment of the net cost of the Call Spread Overlay described below and transaction costs. On November 13, 2018, we issued $500.0 million aggregate principal amount of Cash Convertible Senior Notes which is due in 2024 (2024 Notes). The net proceeds of the 2024 Notes were $468.9 million , after payment of the net cost of the Call Spread Overlay described below and transaction costs. We refer to the 2023 Notes and 2024 Notes, collectively as the “Cash Convertible Notes." Interest on the Cash Convertible Notes is payable semi-annually in arrears and will mature on the maturity date unless repurchased or converted with their terms prior to such date. The interest rate and corresponding maturity of each Note are summarized in the table below. The Cash Convertible Notes that remain outstanding as of December 31, 2023 are solely convertible into cash in whole, but not in part, at the option of noteholders under the circumstances described below and during the contingent conversion periods as shown in the t able bel ow. Cash convertible notes Annual interest rate Date of interest payments Maturity date Contingent conversion period Conversion rate per $200,000 principal amount (1) 2024 Notes 1.000% May 13 and November 13 November 13, 2024 From December 24, 2018 to August 2, 2024 4,360.3098 (1) Following the January 2024 synthetic share repurchase discussed in Note 18 "Equity," the conversion rate was adjusted to 4,356.8531. Additionally, conversion may occur at any time following a Contingent Conversion Period through the fifth business day immediately preceding the applicable maturity date. Upon conversion, noteholders will receive an amount in cash equal to the Cash Settlement Amount, calculated as described below. The Cash Convertible Notes are not convertible into shares of our common stock or any other securities. Noteholders may convert Cash Convertible Notes into cash at their option at any time during the Contingent Conversion Periods described above only under the following circumstances (Contingent Conversion Conditions): • if the last reported sale price of our common shares for at least 20 -consecutive trading days during a period of 30 - consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or • if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days , including the first business day following the relevant trading price notification date; or • if we elect to distribute assets or property to all or substantially all of the holders of our common shares and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common shares for the prior 20 consecutive trading days; or • if we elect to redeem the Cash Convertible Notes; or • if we experience certain customary events of default, including defaults under certain other indebtedness until such event has been cured or waived or the payment of the Cash Convertible Notes have been accelerated. For the 2023 Notes, the Contingent Conversion Period expired on March 13, 2023 and, as of March 31, 2023 , the Contingent Conversion Conditions for the 2023 Notes could no longer be triggered. No Contingent Conversion Conditions were triggered for the 2023 Notes as of December 31, 2022. No Contingent Conversion Conditions were triggered for the 2024 Notes as of December 31, 2023 or December 31, 2022 . The Contingent Conversion Conditions in the 2023 Notes and 2024 Notes noted above have been analyzed under ASC 815, Derivatives and Hedging, and, based on our analysis, we determined that each of the embedded features listed above are clearly and closely related to the 2023 Notes and 2024 Notes (i.e., the host contracts). As a result, pursuant to the accounting provisions of ASC 815, Derivatives and Hedging, these features noted above are not required to be bifurcated as separate instruments. Upon conversion, holders are entitled to a cash payment (Cash Settlement Amount) equal to the average of the conversion rate multiplied by the daily volume-weighted average trading price for our common shares over a 50 -day period. The conversion rate is subject to adjustment in certain instances but will not be adjusted for any accrued and unpaid interest. In addition, following the occurrence of certain corporate events that may occur prior to the applicable maturity date, we may be required to pay a cash make-whole premium by increasing the conversion rate for any holder who elects to convert Cash Convertible Notes in connection with the occurrence of such a corporate event. We may redeem the Cash Convertible Notes in their entirety at a price equal to 100% of the principal amount of the applicable Cash Convertible Notes plus accrued interest at any time when 20% or less of the aggregate principal amount of the applicable Cash Convertible Notes originally issued remain outstanding. Because the Cash Convertible Notes contain an embedded cash conversion option, we have determined that the embedded cash conversion option is a derivative financial instrument, which is required to be separated from the Cash Convertible Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of income until the cash conversion option transaction settles or expires. The initial fair value liability of the embedded cash conversion option was $74.5 million for the 2023 Notes and $98.5 million for the 2024 Notes, which simultaneously reduced the carrying value of the Cash Convertible Notes (effectively serving as an original issuance discount). For further discussion of the derivative financial instruments relating to the Cash Convertible Notes, refer to Note 14 "Derivatives and Hedging." As noted above, the reduced carrying value on the Cash Convertible Notes resulted in a debt discount that is amortized to the principal amount through the recognition of non-cash interest expense using the effective interest method over the expected life of the debt, six years for both the 2023 Notes and 2024 Notes. This resulted in our recognition of interest expense on the Cash Convertible Notes at an effective rate approximating what we would have incurred had nonconvertible debt with otherwise similar terms been issued. The effective interest rate is 3.997% for 2023 Notes and 4.782% for the 2024 Notes, which is imputed based on the amortization of the fair value of the embedded cash conversion option over the remaining term of the Cash Convertible Notes. We incurred approximately $6.2 million and $5.7 million in transaction costs for the 2023 Notes and 2024 Notes, respectively. Such costs have been allocated to the Cash Convertible Notes and deferred and are being amortized to interest expense over the terms of the Cash Convertible Notes using the effective interest method. Cash Co nvertible Notes Call Spread Overlay Concurrent with the issuance of the Cash Convertible Notes, we entered into privately negotiated hedge transactions (Call Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We refer to the Call Options and Warrants collectively as the “Call Spread Overlay.” The Call Options are intended to offset any cash payments payable by us in excess of the principal amount due upon any conversion of the Cash Convertible Notes. The Call Options are derivative financial instruments and are discussed further in Note 14 "Derivatives and Hedging." The Warrants are equity instruments and are further discussed in Note 18 "Equity." Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options, and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price under the Call Options is initially equal to the conversion price of the Cash Convertible Notes. During the third quarter of 2023, we received $36.8 million in cash upon the exercise of Call Options in connection with the repayment of 2023 Notes. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes' embedded conversion option. The Warrants that were issued with our Cash Convertible Notes, could have a dilutive effect to the extent that the price of our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised. U.S. Private Placement On October 16, 2012 , we completed a private placement through the issuance of new senior unsecured notes at a total amount of $400.0 million with a weighted average interest rate of 3.66% (settled on October 16, 2012 ). The notes were issued in three series: (1) $73.0 million 7 -year term due and paid on October 16, 2019 ( 3.19% ); (2) $300.0 million 10 - year term due and paid on October 16, 2022 ( 3.75% ); and (3) $27.0 million 12 -year term due on October 16, 2024 ( 3.90% ) but called and paid in October 2022. We paid $2.1 million in debt issuance costs which w er e amortized through interest expense using the effective interest method over the lifetime of the notes. The note purchase agreement contained certain financial and non-financial covenants, including but not limited to, restrictions on priority indebtedness and the maintenance of certain financial ratios. We were in compliance with these covenants at December 31, 2022. During 2014, we entered into interest rate swaps, which effectively fixed the fair value of $200.0 million of this debt. The interest rate swaps expired in October 2022 following the repayments of $127.0 million in 2022 and $73.0 million in 2019. These interest rate swaps qualify for hedge accounting as fair value hedges as further described in Note 14 "Derivatives and Hedging." German Private Placement (2017 Schuldschein) In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches totaling $331.1 million due in various periods through 2027. In the first quarter of 2021, we repaid $41.1 million for two tranches that matured. In October 2022, we repaid $153.0 million for the four tranches that matured. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of December 31, 2023 totaled $1.0 million of unrealized gain and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest expense over the lifetime of the notes . A summary of the tranches is as follows: Carrying value (in thousands) as of December 31, Currency Notional amount Interest rate Maturity 2023 2022 EUR €64.0 million Fixed 1.09% June 2024 $70,704 $68,215 EUR €31.0 million Floating EURIBOR + 0.7% June 2024 34,247 33,041 EUR €14.5 million Fixed 1.61% June 2027 16,005 15,443 $120,956 $116,699 German Private Placement (2022 Schuldschein) In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued in several tranches totaling €370.0 million due in various periods through 2035. The 2022 Schuldschein consists of euro- denominated tranches which have either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04% tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of December 31, 2023 totaled $36.2 million of unrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest expense using the effective interest method over the lifetime of the notes. A summary of the tranches is as follows: Carrying value (in thousands) as of December 31, Currency Notional amount Interest rate Maturity 2023 2022 EUR €51.5 million Floating 6M EURIBOR + 0.55% July 2025 $56,836 $54,803 EUR €62.0 million Fixed 2.741% July 2027 68,388 65,967 EUR €29.5 million Floating 6M EURIBOR + 0.70% July 2027 32,539 31,388 EUR €37.0 million Fixed 3.044% July 2029 40,803 39,365 EUR €103.0 million Floating 6M EURIBOR + 0.85% July 2029 113,586 109,585 EUR €9.5 million Fixed 3.386% July 2032 10,475 10,107 EUR €7.5 million Floating 6M EURIBOR + 1.0% July 2032 8,269 7,979 EUR €70.0 million Fixed 3.04% August 2035 77,054 74,338 $407,950 $393,532 Revolving Credit Facility Our credit facilities available and undrawn at December 31, 2023 total €413.0 million (approximately $456.4 million ). This includes a €400.0 million syndicated ESG-linked revolving credit facility expiring December 2025 and two other lines of credit amounting to €13.0 million with no expiration date. The €400.0 million facility can be utilized in euro and bears interest of 0.550% to 1.500% above EURIBOR, and is offered with interest periods of one , three or six months . The commitment fee is calculated based on 35% of the applicable margin. Commitment fees of $0.9 million were paid in each of the years ended December 31, 2023 and 2022 . The revolving facility agreement contains certain financial and non- financial covenants including, but not limited to, restrictions on the encumbrance of assets and the maintenance of certain financial ratios. We were in compliance with these covenants at December 31, 2023 . The credit facilities are for general corporate purposes and no amounts were utilize d at December 31, 2023 . |