v3.25.4
Debt
12 Months Ended
Dec. 31, 2025
Debt  
Debt

Note 4—Debt

The Company’s debt consists of the following:

December 31, 2025

December 31, 2024

 

 

  ​ ​ ​

Carrying

  ​ ​ ​

Approximate

  ​ ​ ​

Carrying

  ​ ​ ​

Approximate

 

 

Maturity

  ​

Amount

  ​

Fair Value (1)

  ​

Amount

  ​

Fair Value (1)

Revolving Credit Facility

 

March 2029

  ​ ​ ​

$

$

$

$

U.S. Commercial Paper Program (less unamortized discount of nil at December 31, 2025 and 2024)

 

March 2029

  ​ ​ ​

Euro Commercial Paper Program

 

March 2029

  ​ ​ ​

2.050% Senior Notes (less unamortized discount of nil at December 31, 2024)

 

March 2025

  ​ ​ ​

400.0

398.0

4.750% Senior Notes (less unamortized discount of $0.1 and $0.5 at December 31, 2025 and 2024, respectively)

March 2026

349.9

350.8

349.5

350.0

0.750% Euro Senior Notes (less unamortized discount of $0.1 and $0.5 at December 31, 2025 and 2024, respectively)

 

May 2026

  ​ ​ ​

586.5

584.2

518.6

505.8

5.050% Senior Notes (plus unamortized premium of $1.2 and $2.2 at December 31, 2025 and 2024, respectively)

April 2027

701.2

709.8

702.2

706.1

Floating Rate Senior Notes (less unamortized discount of nil at December 31, 2025)

November 2027

500.0

501.0

3.800% Senior Notes (less unamortized discount of $0.5 at December 31, 2025)

November 2027

749.5

749.5

4.375% Senior Notes (less unamortized discount of $0.5 at December 31, 2025)

June 2028

749.5

757.5

2.000% Euro Senior Notes (less unamortized discount of $0.8 and $1.1 at December 31, 2025 and 2024, respectively)

 

October 2028

  ​ ​ ​

585.8

578.2

518.2

505.9

3.900% Senior Notes (less unamortized discount of $0.8 at December 31, 2025)

November 2028

749.2

747.7

5.050% Senior Notes (less unamortized discount of $0.3 and $0.4 at December 31, 2025 and 2024, respectively)

April 2029

449.7

463.0

449.6

452.4

4.350% Senior Notes (less unamortized discount of $0.2 and $0.2 at December 31, 2025 and 2024, respectively)

 

June 2029

  ​ ​ ​

499.8

502.4

499.8

489.1

2.800% Senior Notes (less unamortized discount of $0.3 and $0.4 at December 31, 2025 and 2024, respectively)

 

February 2030

  ​ ​ ​

899.7

853.9

899.6

814.1

4.125% Senior Notes (less unamortized discount of $1.0 at December 31, 2025)

November 2030

999.0

993.8

2.200% Senior Notes (less unamortized discount of $1.6 and $1.8 at December 31, 2025 and 2024, respectively)

 

September 2031

  ​ ​ ​

748.4

669.4

748.2

624.9

3.125% Euro Senior Notes (less unamortized discount of $4.9 at December 31, 2025)

June 2032

699.1

697.2

4.400% Senior Notes (less unamortized discount of $1.5 at December 31, 2025)

February 2033

1,248.5

1,236.4

5.250% Senior Notes (less unamortized discount of $0.5 and $0.6 at December 31, 2025 and 2024, respectively)

April 2034

599.5

623.0

599.4

601.0

5.000% Senior Notes (less unamortized discount of $3.3 and $3.7 at December 31, 2025 and 2024, respectively)

January 2035

746.7

762.9

746.3

731.3

4.625% Senior Notes (less unamortized discount of $1.7 at December 31, 2025)

February 2036

1,598.3

1,569.1

5.375% Senior Notes (less unamortized discount of $7.5 and $7.8 at December 31, 2025 and 2024, respectively)

November 2054

492.5

485.8

492.2

476.1

5.300% Senior Notes (less unamortized discount of $2.7 at December 31, 2025)

November 2055

1,647.3

1,575.4

Other debt

 

2026-2032

  ​ ​ ​

1.8

1.8

 

4.3

4.3

Less: unamortized deferred debt issuance costs

 

  ​ ​ ​

(99.9)

(41.8)

Total debt

 

  ​ ​ ​

15,502.0

15,412.8

 

6,886.1

 

6,659.0

Less: current portion

 

  ​ ​ ​

937.2

 

935.8

 

401.7

 

399.7

Total long-term debt

 

  ​ ​ ​

$

14,564.8

$

14,477.0

$

6,484.4

$

6,259.3

(1)The fair value of each series of the Company’s 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).

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 would approximate their fair value, primarily due to its market interest rates, and would be 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. As of December 31, 2025, the Company had not yet drawn upon either Delayed Draw Term Loan. However, in January 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 15 herein. In accordance with the credit agreements, the borrowings under the 364-Day Delayed Draw Term Loan and the 3-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 on the borrowing date, the effective interest rates were approximately 4.42% and 4.55% 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 December 31, 2025, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan. During the year ended December 31, 2025, the Company incurred $20.1 of debt financing costs associated with the issuance of the Delayed Draw Term Loans.

Revolving Credit Facility

On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $500.0 to $3,000.0 (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 Revolving Credit Facility was undrawn on the date it was amended and restated. The Company may utilize the Revolving Credit Facility for general corporate purposes. As of December 31, 2025 and 2024, 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 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.

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. On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings

available under its U.S. Commercial Paper Program by $500.0. As of December 31, 2025, 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 2025 and 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisitions of Andrew in January 2025 and CIT in May 2024, as discussed further in Note 11 herein. Before the end of the fourth quarter of 2025 and 2024, the Company repaid all of its USCP Notes then outstanding. As of December 31, 2025 and 2024, 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 2025 or 2024. As of December 31, 2025 and 2024, 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 December 31, 2025, the authorization from 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.  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 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).

U.S. Senior Notes

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. During the year ended December 31, 2025, the Company incurred $4.6 of debt financing costs associated with the issuance of the 2028 Senior Notes.

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, the 4.625% Senior Notes and the 5.300% Senior Notes, the “November Senior Notes”).  During the year ended December 31, 2025, the Company incurred $59.9 of debt financing costs associated with the issuance of the November Senior Notes.

The Floating Rate Senior Notes will 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, commencing 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, commencing 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 15 herein.

On April 1, 2024, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 3.20% Senior Notes due April 1, 2024 upon maturity.

On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “April Senior Notes”): (i) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 (the “Original 2027 Senior Notes”), (ii) $450.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2029 (the “2029 Senior Notes”) and (iii) $600.0 aggregate principal amount of unsecured 5.250% Senior Notes due April 5, 2034 (the “2034 Senior Notes”). Interest on the April Senior Notes is payable semiannually on April 5 and October 5 of each year, which commenced on October 5, 2024. The Company used net proceeds from the April Senior Notes, together with a combination of cash on hand and borrowings under the U.S. Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, along with the fees and expenses related thereto.

On October 31, 2024, the Company issued three series of unsecured senior notes (collectively, the “October Senior Notes”): (i) $250.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 (the “Additional 2027 Senior Notes”), which constituted a further issuance of the Company’s Original 2027 Senior Notes issued in April 2024, thus forming a single series with, and having the same terms (other than the issue date, issue price and the first interest payment date) as, the Original 2027 Senior Notes, and thus having a total aggregate principal amount of $700.0 of unsecured 5.050% Senior Notes due April 5, 2027 outstanding (the Original 2027 Senior Notes, together with the Additional 2027 Senior Notes collectively referred to as the “2027 Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 5.000% Senior Notes due January 15, 2035 (the “2035 Senior Notes”) and (iii) $500.0 aggregate principal amount of unsecured 5.375% Senior Notes due November 15, 2054 (the “2054 Senior Notes”). Consistent with the Original 2027 Senior Notes, interest on the Additional 2027 Senior Notes is payable semiannually on April 5 and October 5 of each year, which commenced on April 5, 2025, commensurate with the timing of the remaining interest payments of the Original 2027 Senior Notes. Interest on the 2035 Senior Notes is payable semiannually on January 15 and July 15 of each year, which commenced on January 15, 2025. Interest on the 2054 Senior Notes is payable semiannually on May 15 and November 15 of each year, which commenced on May 15, 2025. On January 31, 2025, the Company used the net proceeds from the October Senior Notes, together with borrowings under the U.S. Commercial Paper Program and cash on hand, to fund the cash consideration for the Andrew acquisition, as discussed in further detail in Note 11 herein, along with the fees and expenses related thereto.

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 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. 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. During the year ended December 31, 2025, the Company incurred $4.5 of debt financing costs associated with the issuance of the 2032 Euro Notes.

The Euro Issuer has two outstanding unsecured senior notes issued in Europe. The Euro Issuer has €500.0 (approximately $545.4 at date of issuance) aggregate principal amount of unsecured 0.750% Senior Notes due May 4, 2026, which were issued in May 2020 (the “2026 Euro Notes” or the “0.750% Euro Senior Notes”). The net proceeds of the 2026 Euro Notes were used to repay amounts outstanding under the then existing revolving credit facility. The Euro Issuer also has €500.0 (approximately $574.6 at date of issuance) aggregate principal amount of unsecured 2.000% Senior Notes due October 8, 2028, which were issued in October 2018 (the “2028 Euro Notes” or the “2.000% Euro Senior Notes”, together with the 2026 Euro Notes, the “Existing Euro Notes,” and the Existing Euro Notes, together with the 2032 Euro Notes, the “Euro Notes”, and together with the U.S. Senior Notes, the “Senior Notes”). The net proceeds of the 2028 Euro Notes were used to repay a portion of the outstanding amounts under our Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes. 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 Euro Notes is payable annually on May 4 and October 8 of each year, respectively. 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.

The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2025) over each of the next five years ending December 31 and thereafter, is as follows:

2026

$

937.2

 

2027

 

1,950.9

2028

 

2,084.6

2029

 

949.6

2030

 

1,898.7

Thereafter

 

7,780.9

$

15,601.9

As of December 31, 2025, the Company had approximately $144.7 of uncommitted standby letter of credit facilities, of which $61.3 were issued.