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Debt | 9 Months Ended
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Sep. 27, 2025
Debt Disclosure [Abstract] |
Debt | 6 Debt On May 22, 2025, the Company and certain of its subsidiaries, as guarantors, entered into an Amendment and Restatement Agreement (the “Amendment”) in respect of that certain Amended and Restated Credit Agreement, dated as of September 17, 2021 and amended as of March 3, 2023 (the “Existing Credit Agreement”, and as amended by the Amendment, the “Amended Credit Agreement”), with the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company, among other things, reduced the aggregate total borrowing capacity of its existing senior unsecured revolving credit facility (the “Credit Facility”) by up to $200 million for an aggregate principal amount of up to $1.8 billion. As of September 27, 2025 and December 31, 2024, the Credit Facility had a total of $0.2 billion and $0.4 billion outstanding, respectively. The Credit Facility will mature on May 22, 2030 subject to the Company’s ability to request, subject to customary conditions, a one-year extension to which each lender may, in its discretion, agree. The Company may, subject to customary conditions, also request additional incremental revolving or term loan commitments from the lenders in an aggregate principal amount not to exceed $750 million to which each lender may, in its discretion, agree, provided that the aggregate amount of all commitments, including any such incremental commitments, under the Amended Credit Agreement does not exceed $2.55 billion at any time. Up to $50 million of the Credit Facility is available in the form of letters of credit. Interest on borrowings under the 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 as set forth in the Amended Credit Agreement 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 Amended 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 provisions of the Amended Credit Agreement. The Company has agreed to pay a facility fee at specified rates as set forth in the Amended Credit Agreement 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 Amended 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 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 Credit Facility at any time. The Company may use borrowings under the Credit Facility, which may be in United States dollars or the euro equivalent thereof, for general corporate purposes including repayment of debt, financing of acquisitions, payment of related fees and expenses, equity repurchases and working capital. The Amended Credit Agreement 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 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. As of both September 27, 2025 and December 31, 2024, the Company had a total of $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. Concurrently with the execution of the Merger Agreement, the Company and a financial institution executed a 364-day bridge facility commitment letter, pursuant to which such financial institution has 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. As of September 27, 2025, no amounts related to the bridge facility have been drawn. The bridge facility is expected to be replaced with permanent financing, which may include a delayed draw term loan facility. The Company incurred $5 million of financing costs that are being amortized over the term of the bridge facility. In addition, in connection with the Merger, the Company paid $14 million of financing costs on behalf of SpinCo. These financing costs were expensed in the three and nine months ended September 27, 2025. The Company had the following outstanding debt at September 27, 2025 and December 31, 2024 (in thousands):
|  | September 27, 2025 |  |  | December 31, 2024 |
Senior unsecured notes - Series K - 3.44%, due May 2026 |  | $ | 160,000 |  |  | $ | — |
Senior unsecured notes - Series L - 3.31%, due September 2026 |  |  | 200,000 |  |  |  | — |
Senior unsecured notes - Series N - 1.68%, due March 2026 |  |  | 100,000 |  |  |  | — |
Total notes payable and debt, current |  |  | 460,000 |  |  |  | — |
Senior unsecured notes - Series K - 3.44%, due May 2026 |  |  | — |  |  |  | 160,000 |
Senior unsecured notes - Series L - 3.31%, due September 2026 |  |  | — |  |  |  | 200,000 |
Senior unsecured notes - Series M - 3.53%, due September 2029 |  |  | 300,000 |  |  |  | 300,000 |
Senior unsecured notes - Series N - 1.68%, due March 2026 |  |  | — |  |  |  | 100,000 |
Senior unsecured notes - Series O - 2.25%, due March 2031 |  |  | 400,000 |  |  |  | 400,000 |
Senior unsecured notes - Series P - 4.91%, due May 2028 |  |  | 50,000 |  |  |  | 50,000 |
Senior unsecured notes - Series Q - 4.91%, due May 2030 |  |  | 50,000 |  |  |  | 50,000 |
Credit agreement |  |  | 150,000 |  |  |  | 370,000 |
Unamortized debt issuance costs |  |  | (2,794 | ) |  |  | (3,512 | )
Total long-term debt |  |  | 947,206 |  |  |  | 1,626,488 |
Total debt |  | $ | 1,407,206 |  |  | $ | 1,626,488 |
As of both September 27, 2025 and December 31, 2024, the Company had a total amount available to borrow under the Credit Facility of $1.6 billion after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 3.39% and 3.72% at September 27, 2025 and December 31, 2024, respectively. As of September 27, 2025, the Company was in compliance with all debt covenants. The Company and its foreign subsidiaries also had available short-term lines of credit totaling $110 million and $111 million at September 27, 2025 and December 31, 2024, 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 September 27, 2025 or December 31, 2024.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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