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Debt
3 Months Ended
Mar. 31, 2026
Debt  
Debt

Note 4—Debt

The Company’s debt (net of any unamortized discount) consists of the following:

 

March 31, 2026

December 31, 2025

 

Carrying

Approximate

Carrying

Approximate

 

  ​ ​ ​

Amount

    

Fair Value

    

Amount

    

Fair Value

 

Revolving Credit Facility

$

 

$

 

$

 

$

U.S. Commercial Paper Program

 

 

 

 

 

 

Euro Commercial Paper Program

 

 

 

 

 

 

364-Day Delayed Draw Term Loan

1,534.1

1,534.1

Three-Year Delayed Draw Term Loan

1,534.1

 

 

1,534.1

 

 

 

4.750% Senior Notes due March 2026

 

 

 

 

349.9

 

350.8

0.750% Euro Senior Notes due May 2026

576.9

 

 

575.5

 

 

586.5

 

584.2

5.050% Senior Notes due April 2027

700.9

 

 

705.4

 

 

701.2

 

709.8

Floating Rate Senior Notes due November 2027

500.0

499.8

500.0

501.0

3.800% Senior Notes due November 2027

749.6

746.0

749.5

749.5

4.375% Senior Notes due June 2028

749.5

752.1

749.5

757.5

2.000% Euro Senior Notes due October 2028

576.1

 

 

559.4

 

 

585.8

 

578.2

3.900% Senior Notes due November 2028

749.3

744.2

749.2

747.7

5.050% Senior Notes due April 2029

449.7

 

 

459.4

 

 

449.7

 

463.0

4.350% Senior Notes due June 2029

499.9

 

 

501.2

 

 

499.8

 

502.4

2.800% Senior Notes due February 2030

899.7

 

 

848.0

 

 

899.7

 

853.9

4.125% Senior Notes due November 2030

999.0

986.0

999.0

993.8

3.625% Euro Senior Notes due March 2031

575.9

577.7

2.200% Senior Notes due September 2031

748.5

 

 

665.3

 

 

748.4

 

669.4

3.125% Euro Senior Notes due June 2032

687.6

671.7

699.1

697.2

4.400% Senior Notes due February 2033

1,248.6

1,221.0

1,248.5

1,236.4

5.250% Senior Notes due April 2034

599.5

 

 

613.1

 

 

599.5

 

623.0

5.000% Senior Notes due January 2035

746.8

749.2

746.7

762.9

4.625% Senior Notes due February 2036

1,598.4

1,547.4

1,598.3

1,569.1

5.375% Senior Notes due November 2054

492.5

 

 

477.9

 

 

492.5

 

485.8

5.300% Senior Notes due November 2055

1,647.3

1,549.7

1,647.3

1,575.4

Other debt

 

1.4

 

 

1.4

 

 

1.8

 

1.8

Less: unamortized deferred debt issuance costs

 

(116.4)

 

 

 

 

(99.9)

 

Total debt

 

18,748.9

 

 

18,519.6

 

 

15,502.0

 

15,412.8

Less: current portion

 

2,109.6

 

2,110.5

 

 

937.2

 

935.8

Total long-term debt

$

16,639.3

 

$

16,409.1

 

$

14,564.8

$

14,477.0

Revolving Credit Facility

The Company has an amended and restated $3,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures in March 2029 and gives the Company and certain of its subsidiaries the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates, in the case of U.S. dollar borrowings, are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). The Company may utilize the Revolving Credit Facility for general corporate purposes. As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility. The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value, primarily due to their market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5). Any outstanding borrowings under the Revolving Credit Facility are classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. On March 31, 2026, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

Commercial Paper Programs

The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. The maturities of the USCP Notes vary but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis. As of March 31, 2026, the maximum aggregate principal amount outstanding of USCP Notes at any time is $3,000.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first quarter of 2026, the proceeds of which were used for general corporate purposes. Before the end of the first quarter of 2026, the Company repaid all of its USCP Notes outstanding using cash on hand. As of March 31, 2026 and December 31, 2025, there were no USCP Notes outstanding.

The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States.  The maturities of the ECP Notes will vary but may not exceed 183 days from the date of issue.  The ECP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions. The Company did not borrow under the Euro Commercial Paper Program during the first quarter of 2026, and, as of March 31, 2026 and December 31, 2025, there were no ECP Notes outstanding.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. In conjunction with the Revolving Credit Facility, as of March 31, 2026, the authorization from our Board of Directors (the “Board”) limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $3,000.0 in the aggregate. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes. Any outstanding Commercial Paper is classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility. The carrying value of Commercial Paper approximates its fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5). 

Delayed Draw Term Loans

On August 22, 2025, the Company entered into (i) a three-year, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions, and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364-day, $2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans,” and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date. Each Delayed Draw Term Loan may only be drawn in a single drawing over the life of the applicable facility. Each Delayed Draw Term Loan may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed. Interest rates under each Delayed Draw Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. The carrying value of any borrowings under each Delayed Draw Term Loan approximates their fair value, primarily due to their market interest rates, and are classified as Level 2 in the fair value hierarchy (Note 5). On November 13, 2025, the aggregate commitment amount in respect of each of the Delayed Draw Term Loans was individually reduced to $1,534.1, and as of December 31, 2025, the Company had not yet drawn upon either Delayed Draw Term Loan. On January 9, 2026, the Company drew the full $1,534.1 available under each of the Delayed Draw Term Loans to fund a portion of the consideration for the acquisition of CommScope’s Connectivity and Cable Solutions Business (“CommScope”), which closed on January 9, 2026, as discussed further in Note 11 herein. In accordance with the credit agreements, the borrowings under the 364-Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan will mature on January 8, 2027 and January 9, 2029, respectively. Interest rates on each Delayed Draw Term Loan were based on a spread over the adjusted term SOFR based on the Company’s debt rating, and as of March 31, 2026, the effective interest rates were approximately 4.42% and 4.54% for the 364-Day Delayed Draw Term Loan and the Three-Year Delayed Draw Term Loan, respectively. The Delayed Draw Term Loans required payment of certain commitment fees prior to the funding thereunder and require that the Company satisfy certain financial covenants, which financial covenants are the same as those under the Revolving Credit Facility. On March 31, 2026, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan.

U.S. Senior Notes

On March 30, 2026, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 4.750% Senior Notes due March 30, 2026 upon maturity.

On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S. Commercial Paper Program to repay the $400.0 aggregate principal amount of unsecured 2.050% Senior Notes due March 1, 2025 upon maturity.

On June 12, 2025, the Company issued $750.0 aggregate principal amount of unsecured 4.375% Senior Notes due June 12, 2028 (the “2028 Senior Notes”). Interest on the 2028 Senior Notes is payable semiannually on June 12 and December 12 of each year, which commenced on December 12, 2025. The Company used net proceeds from the 2028 Senior Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes.

On November 10, 2025, the Company issued (i) $500.0 aggregate principal amount of unsecured Floating Rate Senior Notes due November 15, 2027 (the “Floating Rate Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 3.800% Senior Notes due November 15, 2027 (the “3.800% Senior Notes”), (iii) $750.0 aggregate principal amount of unsecured 3.900% Senior Notes due November 15, 2028 (the “3.900% Senior Notes”), (iv) $1,000.0 aggregate principal amount of unsecured 4.125% Senior Notes due November 15, 2030 (the “4.125% Senior Notes”), (v) $1,250.0 aggregate principal amount of unsecured 4.400% Senior Notes due February 15, 2033 (the “4.400% Senior Notes”), (vi) $1,600.0 aggregate principal amount of unsecured 4.625% Senior Notes due February 15, 2036 (the “4.625% Senior Notes”) and (vii) $1,650.0 aggregate principal amount of unsecured 5.300% Senior Notes due November 15, 2055 (the “5.300% Senior Notes” and, together with the Floating Rate Senior Notes, the 3.800% Senior Notes, the 3.900% Senior Notes, the 4.125% Senior Notes, the 4.400% Senior Notes and the 4.625% Senior Notes, the “November Senior Notes”).

The Floating Rate Senior Notes bear interest at a floating rate per annum, reset quarterly, equal to Compounded SOFR, plus 0.53%. Interest on the Floating Rate Senior Notes is payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, which commenced on February 15, 2026. Interest on the 3.800% Senior Notes, 3.900% Senior Notes, 4.125% Senior Notes and 5.300% Senior Notes is payable semiannually on May 15 and November 15 of each year, commencing on May 15, 2026. Interest on the 4.400% Senior Notes and 4.625% Senior Notes is payable semiannually on February 15 and August 15 of each year, which commenced on February 15, 2026.

On January 9, 2026, the Company used the net proceeds from the November Senior Notes, together with borrowings under the Delayed Draw Term Loans and cash on hand, to fund the cash consideration for the CommScope acquisition, along with fees and expenses related thereto, as discussed further in Note 11 herein.

All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes. Interest on each series of U.S. Senior Notes is payable semiannually, except for the Floating Rate Senior Notes for which interest is payable quarterly. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium, except that the Company may not redeem the Floating Rate Senior Notes at its option prior to their maturity.

Euro Senior Notes

On March 30, 2026, the Euro Issuer issued €500.0 (approximately $586.7 at date of issuance) aggregate principal amount of unsecured 3.625% Senior Notes due March 30, 2031 (the “2031 Euro Notes”). The 2031 Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s other unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes and the 2032 Euro Notes (each as defined below). Interest on the 2031 Euro Notes is payable annually on March 30 of each year, commencing on March 30, 2027. The Company intends to use the proceeds to repay the 0.750% Euro Senior Notes due May 4, 2026 at maturity and for general corporate purposes.

On June 16, 2025, the Company issued €600.0 (approximately $685.9 at date of issuance) aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”). The 2032 Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes (defined below) and the 2031 Euro Notes. Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026. The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S. Commercial Paper Program and for general corporate purposes.

The Euro Issuer has two additional outstanding unsecured senior notes issued in Europe (the “Existing Euro Notes” together with the 2031 Euro Notes and the 2032 Euro Notes, the “Euro Notes” and, the Euro Notes together with the U.S. Senior Notes, the “Senior Notes”), each of which was issued with an aggregate principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Existing Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Existing Euro Notes is payable annually. The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.