v3.26.3
CREDIT AGREEMENTS AND BORROWINGS
 9 Months Ended
Sep. 26, 2026
Debt Disclosure [Abstract]  
CREDIT AGREEMENTS AND BORROWINGS CREDIT AGREEMENTS AND BORROWINGS
The Company’s Current portion of long-term borrowings and other short-term borrowings consists of the following as of:
(in millions)
September 26, 2026December 31, 2025
Current portion of long-term debt (1)
$28 $76 
Other short-term debt1 1 
Total $29 $77 
(1) Consists of a portion of the secured Dollar Term Loans (as defined herein) bearing variable interest rate.
CREDIT AGREEMENTS AND BORROWINGS
The long-term borrowings and the effective interest rates are summarized as follows as of:
September 26, 2026December 31, 2025
Maturity dates
by fiscal year
Amount
(in millions)
Average effective interest rate
Amount
(in millions)
Average effective interest rate
Long-term borrowings
Unsecured debt
Fixed2029$2,500 5.61 %$2,500 5.61 %
Total unsecured debt2,500 2,500 
Secured debt
Fixed2029 - 20337,500 4.81 %6,000 4.79 %
Variable2026 - 20332,743 6.07 %4,255 7.10 %
Total secured debt10,243 10,255 
Total debt12,743 12,755 
Less: amounts due within one year(28)(76)
Other (1)
(164)(195)
Total long-term borrowings$12,551 $12,484 
(1) Includes deferred financing costs and embedded derivative related to the Dollar Term Loans (as defined herein).
Long-Term Borrowings
Senior Secured and Unsecured Notes

The Company’s Senior Notes comprise the 2029 Notes, the 2031 Notes, and the 2033 Notes.

2029 Notes

During 2021, the Company issued senior secured notes with a principal amount of $4,500 million, at a fixed rate of 3.875% and maturity date of April 1, 2029 and senior unsecured notes with a principal amount of $2,500 million at a fixed rate of 5.250% with a maturity date of October 1, 2029.

During 2024, the Company issued senior secured notes with a principal amount of $1,500 million at a fixed rate of 6.250% and a maturity date of April 1, 2029. On May 28, 2026, the Company redeemed $500 million of the 6.250% senior secured notes due 2029.

2031 Notes and 2033 Notes

On May 28, 2026, the Company issued senior secured notes with a principal amount of $1,250 million, at a fixed rate of 5.000% and a maturity date of June 15, 2031, and senior secured notes with a principal amount of $750 million, at a fixed rate of 5.250% and a maturity date of June 15, 2033.

Interest on the Senior Notes is payable in cash on a semi-annual basis. Interest on the 2029 Notes is payable in arrears on April 1 and October 1 of each calendar year. Interest on the 2031 Notes and the 2033 Notes is payable in arrears on June 15 and December 15 of each calendar year, commencing on December 15, 2026.
CREDIT AGREEMENTS AND BORROWINGS (Continued)
Term Loan Facilities

During 2021, the Company borrowed $7,270 million under a senior secured term loan facility (the “Dollar Term Loans”), in addition to €435 million under a separate euro-denominated senior secured term loan facility (the “Euro Term Loans”), both established under a credit agreement (the “Credit Agreement”). The Credit Agreement permits the Company, at any time, subject to customary conditions, to request incremental term loans or incremental revolving credit commitments in an aggregate principal amount of up to (a) the greater of (1) $2,375 million and (2) an amount equal to 100% of the Company’s trailing consolidated EBITDA (as defined in the Credit Agreement) for the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, on a pro forma basis plus (b) certain additional amounts based on satisfaction of a certain consolidated first lien net leverage ratio and subject to certain other customary conditions.

During 2024, the Credit Agreement underwent three separate amendments. These amendments resulted in an increase of $520 million in the principal amount of the Dollar Term Loans, as well as an increase of €185 million in the aggregate principal amount of the Euro Term Loans. In addition, pursuant to the amendments, the applicable interest rate margins were lowered, resulting in a variable interest rate of Secured Overnight Financing Rate (“SOFR”) plus a spread of 2.25% for the Dollar Term Loans, and a variable interest rate of EURO Interbank Offer Rate plus an applicable spread ranging from 2.25% to 2.75% based on certain of the Company’s debt ratios for the Euro Term Loans.

On July 31, 2025, the Credit Agreement was amended to reduce the margin spread and to extend the maturity of certain obligations. Pursuant to the amendment, all of the Dollar Term Loans are subject to a margin spread of SOFR plus 2.00%. The principal amount of the Dollar Term Loans equal to $4,074 million will mature on October 21, 2028, which remained unchanged, while the principal amount of the Dollar Term Loans equal to $3,500 million will mature on October 23, 2030, extended from the original maturity date.

On December 18, 2025, the Company used a portion of the proceeds from the IPO to prepay a portion of the Dollar Term Loans with a maturity date of October 21, 2028 in the amount of $3,281 million and all of the outstanding principal of the Euro Term Loans, equivalent to $730 million. Per the terms of the Credit Agreement, the completion of the IPO also triggered a reduction in variable interest rate of 0.25%, resulting in a variable interest rate of SOFR plus 1.75% for the remaining Dollar Term Loans.

On May 28, 2026, concurrently with the offering of the 2031 Notes and the 2033 Notes, the Company entered into Amendment No. 7 to the Credit Agreement to amend and extend its existing senior secured dollar-denominated term loan facility due 2030 (the “2030 Term Loan Facility”) with a new senior secured dollar-denominated term loan facility in an aggregate principal amount of $2,750 million (the “2033 Refinancing Term Loan Facility” and, together with the existing revolving credit facility, the “Senior Secured Credit Facilities”). The 2033 Refinancing Term Loan Facility bears a variable interest rate of SOFR plus a spread of 1.5%.

On October 22, 2026, the Company prepaid $750 million in aggregate principal amount of the 2033 Refinancing Term Loan Facility. See Note 17—Subsequent Events for additional information.

The dollar-denominated term loan facilities require quarterly amortization payments of 0.25% of the original principal due at each calendar quarter-end. There were $26 million and $38 million amortization payments for the nine months ended September 26, 2026 and September 27, 2025, respectively. The remaining principal balance of dollar-denominated term loan facilities is due in 2033. There were no mandatory amortization payments for the euro-denominated term loan facilities.
CREDIT AGREEMENTS AND BORROWINGS (Continued)
The net proceeds from the offering of the 2031 Notes and the 2033 Notes, together with the borrowings under the 2033 Refinancing Term Loan Facility and cash on hand, were used to (i) repay in full all outstanding indebtedness under the Company’s existing senior secured dollar-denominated term loan facility due 2028 of $762 million, (ii) repay $724 million of the 2030 Term Loan Facility, (iii) redeem $500 million of the Issuers’ 6.250% Senior Secured Notes due 2029 and (iv) pay the related fees and expenses with respect to (i) through (iii), the issuance of 2031 Notes and 2033 Notes and the amendment and extension of the 2030 Term Loan Facility.

For the refinancing transaction on May 28, 2026, the Company recognized debt extinguishment losses of $23 million for the nine months ended September 26, 2026, related to the write-off of unamortized debt discounts and deferred financing costs associated with the debts repaid or refinanced. In addition, the Company incurred third party and lender fees of $1 million and $23 million, which were expensed for the three and nine months ended September 26, 2026, respectively. These costs were included in Other loss, net in the unaudited Condensed Consolidated Statements of Comprehensive Income.

The fair value of the Company’s long-term borrowings as of September 26, 2026 and December 31, 2025 was based on recent trades as reported by a third-party bond pricing service and summarized as follows. Due to the infrequency of trades, these inputs are considered to be Level 2 inputs.

(in millions)
September 26, 2026December 31, 2025
Dollar Term Loans$2,738 $4,276 
3.875% fixed rate notes
4,301 4,399 
5.000% fixed rate notes
1,206 — 
5.250% fixed rate notes
3,162 2,516 
6.250% fixed rate notes
1,009 1,553 

The indentures contain certain affirmative and negative covenants, which require, among other provisions, delivery of the unaudited condensed consolidated financial statements to the relevant note holders. Compliance with the covenants does not significantly impact the Company’s operations. As of September 26, 2026, the Company was in compliance with all applicable covenants.

Future aggregate principal amounts for the remainder of fiscal year 2026 and over the next four years and thereafter are as follows:

(in millions)
Debt Maturities
2026$14 
202728 
202827 
20298,027 
203028 
Thereafter4,619 
$12,743 

Revolving Credit Facilities

During 2021, certain lenders provided the Company with commitments under a $1,000 million senior secured revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”).
The amendment to the Credit Agreement in 2024 extended the maturity date of the Revolving Credit Facility from October 21, 2026 to July 8, 2029 (subject to a springing maturity 91 days inside of the maturity date of all secured and unsecured notes and term loan facilities) and did not change the maximum borrowing capacity of $1,000 million or any other terms.
On March 28, 2025, the Company amended the Credit Agreement to permit letter of credit issuers to issue letters of credit in excess of their respective letter of credit commitments and to obligate the other lenders under the Company’s Revolving Credit Facility to participate in such letters of credit, subject to other customary limitations.

As of September 26, 2026 and December 31, 2025, the Revolving Credit Facility had several financial institutions as lenders for a maximum borrowing capacity of $1,000 million. The Revolving Credit Facility accrues commitment fees in respect of unfunded commitments thereunder. Letters of credit issued under the Revolving Credit Facility reduce availability under the Revolving Credit Facility dollar-for-dollar. As of September 26, 2026 and December 31, 2025, availability under the Revolving Credit Facility was $962 million and $947 million, respectively, after taking into account outstanding letters of credit of $38 million and $53 million, respectively. The Company had no borrowings under the Revolving Credit Facility during the nine months ended September 26, 2026. During the year ended December 31, 2025, the Company borrowed and repaid $179 million under the Revolving Credit Facility. As a result, there were no amounts outstanding as of September 26, 2026 or December 31, 2025.

Borrowings under the Revolving Credit Facility may be repaid and borrowed again, partially or wholly at any time, from time to time, as elected by the Company and interest is typically paid on a monthly or quarterly basis, depending on the interest period elected.

The Credit Agreement contains certain affirmative and negative covenants, which require, among other provisions, delivery of the unaudited condensed consolidated financial statements to the relevant debt holders. As of September 26, 2026, the Company was in compliance with all applicable covenants.