v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt DEBT
The components of the Company's borrowings were as follows:
(In millions)Maturity DateMarch 31, 2026December 31, 2025
Revolving credit facility (1)
January 2, 2030$— $38 
Senior Secured Term Loan B (2)
January 2, 2032891 893 
Less: unamortized debt issuance costs(12)(13)
Senior Secured Term Loan B, net879 880 
2030 Convertible senior notes (3)
September 15, 2030575 575 
Less: unamortized debt issuance costs(15)(15)
Convertible senior notes, net560 560 
2026 Convertible senior notes (4)
May 15, 2026403 403 
Less: unamortized debt issuance costs— (1)
Convertible senior notes, net403 402 
Other (5)
1 2 
Total debt, including current portion1,843 1,882 
Less: current portion of debt411 412 
Long-term debt, net$1,432 $1,470 
(1) Weighted-average interest rate at March 31, 2026 was 5.17%.
(2) Effective interest rate for the Term Loan B (as defined below) for the quarter ended March 31, 2026 was 5.44%.
(3) Effective interest rate for the 2030 Notes (as defined below) for the quarter ended March 31, 2026 was 0.93%.
(4) Effective interest rate for the 2026 Notes (as defined below) for the quarter ended March 31, 2026 was 0.82%.
(5) Overdraft facility and foreign line of credit borrowing.

The Company had access to short-term financing of $46 million as of March 31, 2026 and December 31, 2025.

Components of interest expense recognized for the Senior Secured Term Loan B (the “Term Loan B”), the 0.375% Convertible Senior Notes due 2030 (the “2030 Notes”), and the 0.25% Convertible Senior Notes due 2026 (the “2026 Notes” and, together with the 2030 Notes, the “Notes”) were as follows:
Three Months Ended
March 31,
(In millions)20262025
Contractual interest expense, Term Loan B$12 $14 
Interest cost related to amortization of issuance costs, Term Loan B1 1 
Total interest expense, Term Loan B$13 $15 
Contractual interest expense, the Notes$1 $— 
Interest cost related to amortization of issuance costs, the Notes1 1 
Total interest expense, the Notes$2 $1 
Five-year Revolving Credit Facility

On January 2, 2025, the Company executed the Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”), which provides for a $1.8 billion revolving credit facility that matures on January 2, 2030.

The revolving loans bear interest, at the Company’s option, at (1) the applicable borrowing rate (i.e. SOFR or EURIBOR) (subject to a floor rate of zero), or (2) an alternate base rate (which is the greater of Wells Fargo’s Prime Rate, the Federal Funds Rate plus 0.5%, or SOFR (subject to a floor rate of zero) plus 1.0%), plus, in each case, a margin dependent on the leverage ratio.

The Company's credit facility includes restrictive covenants that, if not met, could lead to renegotiation of its credit facility, a requirement to repay its borrowings, and/or a significant increase in its cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of March 31, 2026, the Company was in compliance with its restrictive covenants.

Senior Secured Term Loan B

On January 2, 2025, the Company entered into a $900 million Senior Secured Term Loan B under the Second A&R Credit Agreement (the “Term Loan B”), which matures on January 2, 2032. The Company is required to make quarterly principal repayments equal to 0.25% of the initial Term Loan B.

Borrowings under the Term Loan B bear interest at the greater of (1) SOFR (subject to a floor rate of zero) or (2) a floor of 0%, plus an applicable margin of 1.75%.

The Notes

On September 9, 2025, the Company closed a private offering of $575 million aggregate principal amount of the 2030 Notes to qualified institutional buyers. Interest on the 2030 Notes is payable semi-annually in arrears on March 15 and September 15 of each year at a rate of 0.375% per year. The 2030 Notes will mature on September 15, 2030, unless earlier converted, redeemed or repurchased. The initial conversion rate of the 2030 Notes is 5.3258 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $187.77 per share. This conversion rate is subject to adjustment upon the occurrence of certain specified events.

On May 28, 2021, the Company closed a private offering of $403 million aggregate principal amount of the 2026 Notes to qualified institutional buyers. Interest on the 2026 Notes is payable semi-annually in arrears on May 15 and November 15 of each year at a rate of 0.25% per year. The 2026 Notes will mature in the second quarter of 2026 and the Company expects to satisfy the outstanding principal amount of these Notes through a cash repayment at maturity, utilizing cash on hand or available under our credit facility. The initial conversion rate of the 2026 Notes is 5.8958 shares of the Company's common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $169.61 per share. This conversion rate is subject to adjustment upon the occurrence of certain specified events.

Hedge Transactions

In connection with the issuance of the 2030 Notes and the issuance of the 2026 Notes, the Company entered into certain hedge transactions (collectively, the “Hedge Transactions”). The Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of each series of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of each series of converted Notes, subject to customary adjustments.

The Company paid an aggregate amount of approximately $106 million and $66 million, respectively, for the related Hedge Transactions for the 2030 Notes and the 2026 Notes. The Hedge Transactions cover, subject to anti-dilution adjustments, approximately 3.1 million and 2.4 million shares, respectively, of the Company’s common stock with respect to the 2030 Notes and the 2026 Notes. These are the same numbers of shares initially underlying the 2030 Notes and the 2026 Notes at strike prices of $187.77 and $169.61, respectively, subject to customary adjustments. The Hedge Transactions will expire upon the maturity of the applicable series of Notes unless earlier exercised or terminated.

The Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders’ Equity, and therefore are not revalued after issuance.
The Company has made tax elections to integrate the applicable series of Notes and the related Hedge Transactions, which results in the Hedge Transactions being deductible as original issue discount interest for tax purposes over the term of the applicable series of Notes, with the associated deferred tax assets recorded as adjustments to Additional paid-in capital.

Warrant Transactions

In connections with each of the Hedge Transactions, the Company also entered into certain warrant transactions (collectively, the “Warrant Transactions”). The Warrant Transactions relate to warrants to acquire subject to anti-dilution adjustments, approximately 3.1 million and 2.4 million shares of the Company’s common stock with respect to the 2030 Notes and the 2026 Notes, at initial strike prices of approximately $283.42 per share and $240.02 per share, respectively. The Company received aggregate proceeds of $51 million and $30 million, respectively, from the related Warrant Transactions for the 2030 Notes and the 2026 Notes, with such proceeds partially offsetting the costs of entering into the related Hedge Transactions. The 2030 warrants expire in September 2030 and the 2026 warrants expire in August 2026.

If the market value per share of the common stock exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless the Company elects, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders’ Equity, and therefore the warrants are not revalued after issuance.