v3.26.1
Debt
 6 Months Ended
Jul. 04, 2026
Debt Disclosure [Abstract]  
Debt
6 Debt
As of July 4, 2026, the Company had a total of $
5.1
 billion in outstanding debt, which consisted of $
3.5
 
billion in outstanding Senior Notes, $
0.5
 
billion borrowed under the Term Loan tranche of the SpinCo Credit Agreement, $
0.3
 
billion borrowed under its Revolving Credit Facility and $0.9 billion in outstanding senior unsecured notes. The Company’s net debt borrowings as of July 4, 2026 were $
298
 
million higher than as of June 28, 2025, which reflects the proceeds from new debt issuances of $
3.7
 
billion and payments on debt of $
4.0
 
billion. These changes in outstanding debt balances over these periods are attributable to the funding of the cash distribution paid to BD in connection with the BDS Business Acquisition and certain debt repayments in 2025 and 2026.
Senior Notes
On March 23, 2026, SpinCo Corporation issued senior notes (the “Senior Notes”) in the aggregate principal amount of
 
$
3.5
 billion. Net proceeds from the offering of the Senior Notes, together with cash on hand, were used by the Company to repay $
3.5
 billion of indebtedness outstanding under the SpinCo Delayed Draw Term Loan. The obligations of SpinCo under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by the Company and certain subsidiaries of the Company
 
 
that also guarantee the Company’s existing credit facilities (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”). The Company issued the following outstanding Senior Notes as of July 4, 2026 (in millions):
 
Senior Notes
   
Term
   
Interest Rate
  
Maturity Date
   
Aggregate

Principal
  
2027 Notes
    1.5 years    4.321%   September 23, 2027    $ 650  
2029 Notes
    3 years    4.398%   March 23, 2029      600  
2031 Notes
    5 years    4.656%   March 23, 2031      750  
2033 Notes
    7 years    4.945%   March 23, 2033      750  
2036 Notes
    10 years    5.245%   March 23, 2036      750  
The Senior Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on March 23 and September 23 of each year, commencing on September 23, 2026. The Notes and the Guarantees were issued pursuant to that certain Indenture, dated as of March 23, 2026 (the “Base Indenture”), by and among SpinCo, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of March 23, 2026 (the “First Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”), by and among SpinCo, the Guarantors and the Trustee. The Indenture contains certain covenants and restrictions, including covenants that (i) limit the Company’s and its subsidiaries’ ability to create or incur certain liens, (ii) limit the Company’s and its subsidiaries’ ability to enter into certain sale leaseback transactions and (iii) require SpinCo and the Guarantors to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. SpinCo may redeem any series of Notes (other than the 2027 Notes) at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture. If the Company experiences certain change of control triggering events, holders of the Senior Notes may require SpinCo to repurchase all or part of their Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
As of July 4, 2026, the Company had a total of $3.5 billion of outstanding Senior Notes. Additionally, the Company capitalized debt issuance costs of $23 million, which are deferred and will be amortized to interest expense over the respective term of each of the Senior Notes.
SpinCo Term Loan
In connection with the BDS Business Acquisition, on January 8, 2026, SpinCo entered into a Term Loan Credit Agreement with the lenders named therein, Barclays Bank PLC, as administrative agent (the “Agent”), and the other parties party thereto (the “SpinCo Credit Agreement”). On February 6, 2026 (the “Funding Date”), SpinCo borrowed $4.0 billion of unsecured term loans under the SpinCo Credit Agreement, consisting of a $3.5 billion tranche which will mature and be payable in full 364 days after the Funding Date (“SpinCo Delayed Draw Term Loan”) and a $500 million tranche which will mature and be payable in full on the second anniversary of the Funding Date (“SpinCo Term Loan”). Upon consummation of the BDS Business Acquisition, all of this indebtedness was assumed by the Company. The $3.5 billion of proceeds from the Senior Notes were used by the Company to repay the $3.5 billion principal balance on the SpinCo Delayed Draw Term Loan in March 2026.
The SpinCo Term Loan has a maturity date of February 4, 2028. The borrowings under the SpinCo Term Loan bears interest at a fluctuating rate per annum equal to, at SpinCo’s option, an alternate base rate or Term SOFR rate, in each case, plus an applicable margin calculated based on Waters’ public debt ratings. The applicable margin ranges from 87.5 basis points to 135 basis points per annum over Term SOFR and 0 basis points to 35 basis points per annum over the alternate base rate. As of July 4, 2026, the SpinCo Term Loan had $450 million outstanding.
Bridge Facility
Concurrently with the execution of the merger agreement related to the BDS Business Acquisition (the “Merger Agreement”), the Company and a financial institution executed a
364-day
bridge facility commitment letter, pursuant to which such financial institution committed to provide bridge financing of $1.8 billion to fund dividends, fees and expenses related to the transactions contemplated by the Merger Agreement, on the terms and conditions set forth therein. The bridge facility was cancelled on the closing date of the BDS Business Acquisition. As a result of the cancellation of the bridge facility, the remaining financing costs of $3 million that were being amortized over the term of the bridge facility were recorded as interest expense in March 2026.
 
Revolving Credit Facility
The Company has a five-year, $1.8 billion revolving credit facility (the “Revolving Credit Facility”) that matures in May 2030. As of July 4, 2026 and December 31, 2025, the Revolving Credit Facility had a total of $0.3 billion and $0.1 billion outstanding.
Interest on borrowings under the Revolving Credit Facility will accrue at an applicable rate equal to either Term SOFR plus an applicable spread or an alternate base rate plus an applicable spread, in each case based on the lower of the applicable rates determined pursuant to the credit agreement governing the Revolving Credit Facility (the “RCF Credit Agreement”) and based on the Company’s leverage ratio (determined as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to the RCF Credit Agreement) or, when established, the Company’s public debt ratings by certain credit rating agencies applicable on such date. These applicable spreads range from 80 basis points to 112.5 basis points over Term SOFR and 0 basis points to 12.5 basis points over the alternate base rate, in each case, as determined in accordance with the RCF Credit Agreement. The Company has agreed to pay a facility fee at specified rates based on either its leverage ratio (determined as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to the RCF Credit Agreement) or the Company’s public debt ratings applicable on such date, as applicable, ranging from 7.5 basis points to 22.5 basis points per annum, on the aggregate commitments of the lenders. The facility fee is payable on a quarterly basis. The Company has the right to prepay borrowings under the Revolving Credit Facility at any time, in whole or in part and without premium or penalty (other than, if applicable, any breakage costs). The Company may also reduce its commitments under the Revolving Credit Facility at any time.
The Revolving Credit Facility contains affirmative and negative covenants, including limitations on subsidiary debt, liens, sale and leaseback transactions, mergers and certain restrictive agreements, as well as a financial covenant to not permit a leverage ratio as of the end of any fiscal quarter to exceed 3.50 to 1.00 (which may be increased to 4.25 to 1.00 at the Company’s election as of the last day of the fiscal quarter during which the Company’s closing of a material acquisition for which the aggregate consideration involves cash in the amount of $500 million or more) and a financial covenant to not permit an interest coverage ratio as of the end of any fiscal quarter for the period of four consecutive fiscal quarters then ended to be less than 3.50 to 1.00. The Revolving Credit Facility contains certain representations, warranties and events of default (which are, in some cases, subject to certain exceptions, thresholds and grace periods) including, but not limited to,
non-payment
of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events.
Senior Unsecured Notes
As of July 4, 2026 and December 31, 2025, the Company had a total of $0.9 billion and $1.3 billion of outstanding senior unsecured notes. Interest on the fixed rate senior unsecured notes is payable semi-annually each year. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding. In the event of a change in control of the Company (as defined in the note purchase agreement), the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. These senior unsecured notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, these senior unsecured notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.
 
 
The Company had the following outstanding debt at July 4, 2026 and December 31, 2025 (in millions):
 
    
July 4, 2026
     
December 31, 2025
  
Senior unsecured notes - Series K - 3.44%, due May 2026
    $ —       $ 160  
Senior unsecured notes - Series L - 3.31%, due September 2026
      200        200  
Senior unsecured notes - Series N - 1.68%, due March 2026
      —         100  
  
 
 
     
 
 
  
Total notes payable and debt, current
      200        460  
Senior unsecured notes - Series M - 3.53%, due September 2029
      300        300  
Senior unsecured notes - Series O - 2.25%, due March 2031
      400        400  
Senior unsecured notes - Series P - 4.91%, due May 2028
      —         50  
Senior unsecured notes - Series Q - 4.91%, due May 2030
      —         50  
SpinCo Term Loan - due February 2028
      450        —   
Senior Notes - 4.32% - due September 2027
      650        —   
Senior Notes - 4.40% - due March 2029
      600        —   
Senior Notes - 4.66% - due March 2031
      750        —   
Senior Notes - 4.95% - due March 2033
      750        —   
Senior Notes - 5.25% - due March 2036
      750        —   
Credit agreement
      260        150  
Unamortized debt issuance costs
      (24 )       (3 ) 
  
 
 
     
 
 
  
Total long-term debt
      4,886        947  
  
 
 
     
 
 
  
Total debt
    $ 5,086      $ 1,407  
  
 
 
     
 
 
  
As of July 4, 2026 and December 31, 2025, the Company had a total amount available to borrow under the Revolving Credit Facility of $1.5 billion and $1.6 billion, after outstanding letters of credit, respectively. The weighted-average interest rates applicable to the Senior Notes, senior unsecured notes and credit agreement borrowings collectively were 4.44% and 3.35% at July 4, 2026 and December 31, 2025, respectively. As of July 4, 2026, the Company was in compliance with all debt covenants.
Foreign Lines of Credit
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $110 million and $110 million at July 4, 2026 and December 31, 2025, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. None of the Company’s foreign subsidiaries had outstanding short-term borrowings as of July 4, 2026 or December 31, 2025.