v3.26.1
Long-Term Debt
 6 Months Ended
Jul. 03, 2026
Debt Disclosure [Abstract]  
Long-Term Debt
Note 7: Long-Term Debt

Long-term debt consisted of the following (in millions, with annualized interest rates):
As of
July 3, 2026December 31, 2025
Revolving Credit Facility due 2028$— $— 
0.50% Notes due 2029 (1)
1,500.0 1,500.0 
0% Notes due 2031
1,500.0 — 
0% Notes due 2027
804.9 804.9 
3.875% Notes due 2028 (2)
700.0 700.0 
Gross long-term debt4,504.9 3,004.9 
Less: Unamortized debt discount (3)
(1.9)(2.5)
Less: Unamortized debt issuance costs (4)
(43.6)(21.9)
Net long-term debt, including current maturities4,459.4 2,980.5 
Less: Current maturities(802.1)— 
 Net long-term debt$3,657.3 $2,980.5 

(1)Interest is payable on March 1 and September 1 of each year at 0.50% annually.
(2)Interest is payable on March 1 and September 1 of each year at 3.875% annually.
(3)Unamortized debt discount of $1.9 million and $2.5 million for the 3.875% Notes as of July 3, 2026 and December 31, 2025, respectively.
(4)Unamortized debt issuance costs of $14.1 million and $16.5 million for the 0.50% Notes, $26.0 million and $0.0 million for the 2031 0% Notes, $2.8 million and $4.5 million for the 0% Notes and $0.7 million and $0.9 million for the 3.875% Notes, in each case as of July 3, 2026 and December 31, 2025, respectively.

Expected maturities of gross long-term debt (including current portion - see section below on 0% Notes due 2027) as of July 3, 2026 were as follows (in millions):
PeriodExpected Maturities
Remainder of 2026$804.9 
2027— 
2028700.0 
20291,500.0 
2030— 
Thereafter1,500.0 
Total$4,504.9 

The Company was in compliance with its covenants under all debt agreements as of July 3, 2026, and expects to remain in compliance with all covenants over at least the next 12 months.

0% Convertible Senior Notes due 2027

As of July 3, 2026, based on the maturity date of the 0% Notes, the $804.9 million remaining outstanding principal amount of the 0% Notes, net of unamortized issuance costs, was classified as a current portion of long-term debt. Additionally, pursuant to the indenture governing the 0% Notes, since the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on July 3, 2026 was greater than or equal to $68.86 (130% of the conversion price) on each applicable trading day, the holders have the right to surrender any portion of their 0% Notes (in minimum denominations of $1,000 in principal amount or an integral multiple thereof) for conversion during the calendar quarter ending September 30, 2026, and only during such calendar quarter.
0% Convertible Senior Notes due 2031

On May 11, 2026, the Company issued $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due May 1, 2031 (the "2031 0% Notes") in a private offering. The Company received net proceeds of $1,472.9 million after deducting purchaser discounts and debt issuance and other financing costs. Concurrently with the issuance, the Company paid $351.6 million to enter into convertible note hedge transactions and received $281.0 million in proceeds from the sale of warrants. The Company also used $331.9 million of the net proceeds to repurchase 3.1 million shares of the Company’s common stock. The remaining proceeds are intended for general corporate purposes, including the repayment of outstanding debt.

The 2031 0% Notes were accounted for as a single liability instrument. The embedded conversion feature qualified for the scope exception applicable to contracts indexed to, and settled in, the Company's own stock and, therefore, was not accounted for separately as a derivative. Debt issuance costs of $26.9 million were recorded as a direct deduction from the carrying amount of the 2031 0% Notes and are amortized to interest expense over the contractual term of the notes using the effective interest method.

The 2031 0% Notes are senior unsecured obligations of the Company and are fully and unconditionally guaranteed by certain subsidiaries. The 2031 0% Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The 2031 0% Notes were issued under an indenture dated May 11, 2026, by and among the Company, the guarantors and Computershare Trust Company, National Association, as trustee (the "Indenture"), and will mature on May 1, 2031, unless earlier converted, redeemed, or repurchased in accordance with their terms.

Holders may convert their 2031 0% Notes at any time beginning on February 1, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date. Before that date, conversion is permitted only if certain conditions are met, including specified stock price thresholds, trading price conditions, redemption events, or certain corporate transactions. The initial conversion rate is 6.1997 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $161.30 per share. Upon conversion, the Company may settle the principal amount in cash and may settle any excess value in cash, shares of common stock, or a combination of both, at its election. The conversion rate may be adjusted for certain events as specified in the Indenture. As of July 3, 2026, there have been no changes to the initial conversion price of the 2031 0% Notes since the issuance date. The maximum number of shares that could be issued upon conversion is approximately 14.2 million shares, which is subject to customary anti-dilution adjustment provisions.

Beginning May 7, 2029, the Company may redeem the 2031 0% Notes, in whole or in part, for cash if the Company's stock price exceeds 130% of the conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the last trading day of the immediately preceding calendar quarter. The redemption price will be equal to 100% of the principal amount.

In connection with the issuance of the 2031 0% Notes, the Company recorded $26.3 million of initial purchaser discounts and incurred $0.6 million of additional issuance costs, both of which were capitalized as debt issuance costs. The effective interest rate, including the impact of debt issuance costs is 0.4% over the contractual term of the 2031 0% Notes.

The Company entered into convertible note hedge transactions with certain financial institutions to reduce potential dilution and/or offset potential cash payments in excess of the principal amount upon conversion of the 2031 0% Notes. These hedge transactions cover the number of shares underlying the 2031 0% Notes, subject to customary adjustments, and are expected to settle at the same time as any conversions. The Company paid $351.6 million for these hedge transactions, which was recorded in stockholders’ equity.

At the same time, the Company sold warrants to certain financial institutions covering 9.3 million shares of its common stock at an initial strike price of $211.54 per share, which represents a 100.0% premium to the Company's stock price on May 6, 2026, subject to adjustment. The warrants expire on August 1, 2031, and the maximum number of shares that may be issued under the warrants is approximately 18.6 million shares. The Company received $281.0 million in proceeds from the sale of the warrants, which was recorded in stockholders’ equity. The proceeds from the warrants partially offset the cost of the hedge transactions.
The Company also recorded a deferred tax asset of $78.4 million related to the tax effects of the hedge and warrant transactions, including the deductibility of the net cost. The Company recorded a deferred tax asset associated with the tax basis created by the note hedge and warrant transactions. The deferred tax effects were recorded within additional paid-in capital.