Debt |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | In 2022, we entered into the Credit Agreement providing for the $650 million Term Loan and a $1,850 million unsecured revolving credit facility, which were each due to mature in October 2027. During the second quarter of 2026, we borrowed $1,000 million under our revolving credit facility. On October 5, 2026, we entered into a new credit agreement with a commercial bank syndicate ("New Credit Agreement") providing for a $550 million unsecured term loan ("New Term Loan") and a $1,850 million unsecured revolving credit facility, which are each due to mature in October 2031. The Credit Agreement was terminated upon the closing of the New Credit Agreement and the proceeds from the New Term Loan were used primarily to repay our outstanding Term Loan balance. Additionally, in October 2026, we borrowed $1,000 million under the new revolving credit facility and used the proceeds to repay the outstanding balances under the previous revolving credit facility. The Credit Agreement required interest to be paid at either the Term Benchmark, Adjusted Daily Simple RFR or the ABR rate (each as defined in the Credit Agreement), as applicable in each case, plus, in each case, an Applicable Margin (as defined in the Credit Agreement). The Applicable Margin was 0.875% with respect to Term Benchmark loans and RFR loans and 0.00% with respect to ABR loans. The Term Loan was a Term Benchmark loan. The Credit Agreement contained customary affirmative and negative covenants as well as a financial covenant. We were in compliance with all debt covenants and representations of the Credit Agreement as of September 30, 2026. The New Credit Agreement requires interest to be paid at either the Term Benchmark, Adjusted Daily Simple RFR or the ABR rate (each as defined in the New Credit Agreement), as applicable in each case, plus, in each case, an Applicable Margin (as defined in the New Credit Agreement). Initially, the Applicable Margin is 0.875% with respect to Term Benchmark loans and RFR loans and 0.00% with respect to ABR loans. Subsequently, the Applicable Margin with respect to Term Benchmark loans and RFR loans will be determined quarterly and may range from 0.75% to 1.125%, and with respect to ABR loans may range from 0.00% to 0.125%. The Applicable Margin will be determined by reference to the lower of the rate available under (i) a grid based upon the Index Debt Rating (as defined in the New Credit Agreement) if we have received public index debt ratings from certain ratings agencies and (ii) a grid based on our Leverage Ratio, which is the ratio of indebtedness for borrowed money to Consolidated EBITDA, as defined in the New Credit Agreement. Initially, the New Term Loan is a Term Benchmark loan. We are required under the New Credit Agreement to make scheduled quarterly principal payments under the New Term Loan beginning in December 2027. The New Credit Agreement contains customary affirmative and negative covenants as well as a financial covenant. The financial covenant is tested at the end of each fiscal quarter and requires us to maintain a Leverage Ratio not in excess of 3.50:1.00, or at our election for a period of up to four quarters following certain material acquisitions, 4.00:1.00. Short-term Debt Scheduled quarterly principal payments on the New Term Loan will begin in December 2027. As long-term debt (in the form of the New Term Loan) has been issued after the balance sheet date refinancing the short-term balances under the Term Loan, all balances related to the Term Loan were presented as long-term debt as of September 30, 2026. As such, there were no short-term debt balances as of September 30, 2026. As of December 31, 2025, we had $33 million of short-term debt related to current maturities of our Term Loan. Long-term Debt The following table summarizes the long-term debt balances as of:
The carrying value of our debt approximated its fair value as of September 30, 2026 and December 31, 2025.
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