v3.26.1
Long-Term Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Long-Term Debt

NOTE 8 Long-Term Debt

Long-term debt consisted of the following:

 

(in millions)

 

June 30, 2026

 

 

December 31, 2025

 

Current portion of long-term debt:

 

 

 

 

 

 

Current portion of 5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.50%, expires June 5, 2031

 

$

13

 

 

$

—

 

Current portion of 5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires October 27, 2026

 

 

—

 

 

 

169

 

4.600% senior notes, semi-annual interest payments, balloon due 2026

 

 

400

 

 

 

400

 

Current portion of 5-year revolving loan facility, periodic interest payments,
SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026

 

 

—

 

 

 

100

 

Current portion of 5-year term loan facility expires 2027

 

 

—

 

 

 

50

 

Total current portion of long-term debt

 

 

413

 

 

 

719

 

Long-term debt:

 

 

 

 

 

 

4.700% senior notes, semi-annual interest payments, balloon due 2028

 

 

500

 

 

 

500

 

4.500% senior notes, semi-annual interest payments, balloon due 2029

 

 

350

 

 

 

350

 

4.900% senior notes, semi-annual interest payments, balloon due 2030

 

 

800

 

 

 

800

 

2.375% senior notes, semi-annual interest payments, balloon due 2031

 

 

700

 

 

 

700

 

4.200% senior notes, semi-annual interest payments, balloon due 2032

 

 

600

 

 

 

600

 

5.250% senior notes, semi-annual interest payments, balloon due 2032

 

 

500

 

 

 

500

 

5.650% senior notes, semi-annual interest payments, balloon due 2034

 

 

600

 

 

 

600

 

5.550% senior notes, semi-annual interest payments, balloon due 2035

 

 

1,000

 

 

 

1,000

 

4.950% senior notes, semi-annual interest payments, balloon due 2052

 

 

600

 

 

 

600

 

6.250% senior notes, semi-annual interest payments, balloon due 2055

 

 

1,000

 

 

 

1,000

 

Total notes

 

 

6,650

 

 

 

6,650

 

Credit agreements:

 

 

 

 

 

 

3-year term loan facility, periodic interest payments, SOFR plus up to 1.375%, expires June 5, 2029

 

 

250

 

 

 

—

 

5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.50%, expires June 5, 2031

 

 

237

 

 

 

—

 

5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027

 

 

—

 

 

 

313

 

5-year revolving loan facility, periodic interest payments,
SOFR plus up to 1.30%, plus commitment fees up to 0.20%, expires June 5, 2031

 

 

275

 

 

 

—

 

Total credit agreements

 

 

762

 

 

 

313

 

Unamortized portion of debt discounts related to note agreements (contra)

 

 

(17

)

 

 

(18

)

Debt issuance costs (contra)

 

 

(49

)

 

 

(51

)

Total long-term debt, less unamortized discount and debt issuance costs

 

 

7,346

 

 

 

6,894

 

Current portion of long-term debt

 

 

413

 

 

 

719

 

Total debt

 

$

7,759

 

 

$

7,613

 

Note agreements: On June 11, 2025, the Company entered into an Underwriting Agreement (the “Notes Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Notes Underwriters”), with respect to the offer and sale by the Company of $400 million principal amount of its 4.600% Senior Notes due 2026 (the “2026 Notes”), $500 million principal amount of its 4.700% Senior Notes due 2028 (the “2028 Notes”), $800 million principal amount of its 4.900% Senior Notes due 2030 (the “2030 Notes”), $500 million principal amount of its 5.250% Senior Notes due 2032 (the “2032 Notes”), $1,000 million principal amount of its 5.550% Senior Notes due 2035 (the “2035 Notes”) and $1,000 million principal amount of its 6.250% Senior Notes due 2055 (the “2055 Notes” and, together with the 2026 Notes, the 2028 Notes, the 2030 Notes, the 2032 Notes, and the 2035 Notes, the “Notes”). The Company used the net proceeds of the offering of the Notes, together with the proceeds from the offering of shares of common stock and cash on hand, to fund the cash consideration payable under the Merger Agreement, and to pay fees and expenses associated with the foregoing. As of June 30, 2026 and December 31, 2025, the aggregate outstanding balance of these notes was $4,200 million exclusive of the associated discount balance.

The Company maintains notes from other issuances aggregating to a total outstanding debt balance of $2,850 million exclusive of the associated discount balance as of June 30, 2026 and December 31, 2025.

Credit agreements: On June 5, 2026, the Company entered into a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) with the lenders named therein, JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A.,

Truist Bank and BMO Bank N.A. as co-syndication agents, and U.S. Bank National Association, Fifth Third Bank, National Association, Wells Fargo Bank, National Association, PNC Bank, National Association, HSBC Bank USA, National Association, Citizens Bank, N.A., The Huntington National Bank, and Barclays Bank PLC as co-documentation agents. The Third Amended and Restated Credit Agreement amended and restated the credit agreement dated October 27, 2021, which amended and restated the prior credit agreement, terminated the Company's existing term loan facility, and refinanced the outstanding borrowings thereunder into new term loan facilities. The agreement increased revolving credit commitments from $800 million to $1.25 billion and extended the maturity date to June 5, 2031. The agreement also provides for a $250 million term loan due June 5, 2029 and a $250 million term loan due June 5, 2031. Total borrowings outstanding under the facilities were approximately $775 million as of June 30, 2026.

The Company is required to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of June 30, 2026 and December 31, 2025.

At June 30, 2026, the one month term SOFR Rate for the term loan due June 2029 and the term loan due June 2031 was 3.644%. The one month term SOFR Rate on the Revolving Credit Facility due June 2031 was 3.644% as of June 30, 2026.

Fair value information about financial instruments not measured at fair value

The following table presents liabilities that are not measured at fair value on a recurring basis:

 

 

 

June 30, 2026

 

 

December 31, 2025

 

(in millions)

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

400

 

 

$

400

 

 

$

400

 

 

$

402

 

Long-term debt

 

$

6,633

 

 

$

6,481

 

 

$

6,632

 

 

$

6,600

 

The carrying value of the Company's borrowings under various credit agreements approximates its fair value due to the variable interest rate based upon adjusted SOFR. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments, as their values are measured by using observable inputs, other than quoted prices in active markets.