v3.26.3
Debt
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
As of September 30, 2026, the Company had aggregate outstanding notes of $15,132 million, net of $59 million of issuance costs and discounts and $145 million of fair value hedging adjustments, with varying maturities (the “Notes”). Of the outstanding balance, $2,475 million, net of issuance costs, is classified as short-term debt on the Consolidated Balance Sheets. As of December 31, 2025, the Company had aggregate outstanding notes of $14,463 million, net of $56 million of issuance costs and discounts. Each of the Notes are senior unsecured obligations of the Company. Interest is payable semi-annually at fixed rates.
A portion of the outstanding Notes is denominated in foreign currency (comprised of €4,700 million) and is remeasured into U.S. dollars at each balance sheet date (with remeasurement gain, net of hedging impacts, totaling $9 million and $28 million for the three and nine months ended September 30, 2026, respectively). See Note 8 Derivative Financial Instruments and Hedging Activities to the consolidated financial statements for further information regarding the Company’s derivative and non-derivative financial instruments.
The following table provides a summary of the Company’s outstanding debt and the fair values based on quoted market prices in less active markets as of September 30, 2026 and December 31, 2025:
Principal Amount at ParLevel 2 Fair Value as of
September 30,
2026
December 31,
2025
Issuance DateMaturitySeptember 30,
2026
December 31,
2025
(in millions)(in millions)
4.375% Senior Notes
$1,000 $1,000 October 2016November 2026$1,000 $1,006 
3.625% Senior Notes(1)
1,476 1,526 May 2017May 20271,480 1,550 
4.875% Senior Notes
1,600 1,600 October 2017April 20281,595 1,634 
5.875% Senior Notes
1,900 1,900 April 2018November 20281,926 1,998 
4.625% Senior Notes(1)
1,249 1,292 October 2018May 20291,275 1,363 
6.375% Senior Notes
800 800 October 2018May 2029820 857 
3.875% Senior Notes(1)
1,363 1,409 April 2019November 20291,361 1,455 
5.375% Senior Notes
900 900 April 2019November 2029900 939 
3.625% Senior Notes(1)
1,249 1,292 October 2019June 20301,235 1,322 
4.875% Senior Notes
1,000 1,000 October 2019June 2030978 1,025 
4.900% Senior Notes(2)
1,000 1,000 August 2024August 2034942 1,025 
5.250% Senior Notes(2)
1,000 — July 2026August 2036946 — 
5.400% Senior Notes(2)
800 800 August 2024August 2054700 777 
$15,337 $14,519 $15,158 $14,951 
(1) The following Senior Notes have a principal amount denominated in Euros: 3.625% Senior Notes for €1,300 million, 4.625% Senior Notes for €1,100 million, 3.875% Senior Notes for €1,200 million, and 3.625% Senior Notes for €1,100 million.
(2) As of September 30, 2026, the Company designated a portion of its 4.900% Senior Notes, 5.250% Senior Notes, and 5.400% Senior Notes as the hedged items in fair value hedging relationships for interest rate risk, using interest rate swap agreements as the hedging instruments. Under these agreements, the Company pays a floating interest rate based on the Secured Overnight Financing Rate (“SOFR”), effectively converting the fixed-rate debt to floating-rate debt. The floating interest rate on the hedged tranches will vary with changes in SOFR. See Note 8 Derivative Financial Instruments and Hedging Activities for further details.
The Company may redeem the Notes prior to maturity in whole or in part at an amount equal to the principal amount thereof plus accrued and unpaid interest and an applicable premium (if any). The Notes include, among other terms and conditions, limitations on the Company’s ability to consolidate or merge with, or convey, transfer or lease all or substantially all of the Company’s and its subsidiaries assets, to another person. Certain of the Notes additionally require the Company to offer to repurchase the Notes at a purchase price in cash equal to 101% of the principal plus accrued interest in the event of a change of control accompanied by a decline in the ratings of the Notes and limit the ability of the Company and certain of its subsidiaries to create, incur or allow certain liens, enter into sale and lease-back transactions and create, assume, incur or guarantee additional indebtedness of certain of the Company’s subsidiaries. As of September 30, 2026 and December 31, 2025, the Company was in compliance with all related covenants.
Revolving Credit Facility
On April 12, 2024, the Company entered into a five-year, $3 billion unsecured revolving credit facility that matures on April 12, 2029 (the “Revolving Credit Agreement”), to replace its previous $1 billion unsecured revolving credit facility. As of September 30, 2026, no amounts have been borrowed under the Revolving Credit Agreement.
The borrowings under the Revolving Credit Agreement bear interest, at the Company’s option, of either (i) a floating rate per annum equal to a base rate (the “Alternate Base Rate”) plus an applicable margin or (ii) a per annum rate equal to an adjusted term SOFR rate (the “Adjusted Term SOFR Rate”) plus an applicable margin. The applicable margin for Alternate Base Rate loans will range from 0.00% to 0.25%, and the applicable margin for Adjusted Term SOFR Rate loans will range from 0.75% to 1.25%, each based on the Company’s credit ratings.
The Revolving Credit Agreement contains customary affirmative covenants and negative covenants (and customary baskets and exceptions with respect thereto) for a credit facility of this size and type and requires the Company to maintain a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.0 to 1.0 as of the last day of each fiscal quarter. As of September 30, 2026 and December 31, 2025, the Company was in compliance with all related covenants and ratios.
Commercial Paper Program
In May 2025, the Company established a $3 billion commercial paper program (the “Commercial Paper Program”) under which it may issue short-term unsecured commercial paper notes. Net proceeds from this program may be used for general corporate purposes. There were no borrowings outstanding under the Commercial Paper Program as of September 30, 2026.
WBD Financing
On February 27, 2026, upon the termination of the Amended and Restated Merger Agreement, all related financing arrangements to fund the previously proposed WBD transaction were terminated in accordance with their respective terms. No amounts had been borrowed under any of the financing arrangements and the related expenses were not material.