Long-Term Debt

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 8 Long-Term Debt

Long-term debt consisted of the following:

(in millions)	June 30, 2025			December 31, 2024
Current portion of long-term debt:
Current portion of 5-year term loan facility expires 2026	$	25		$	25
Current portion of 3-year term loan facility expires 2025		—			150
Current portion of 5-year term loan facility expires 2027		50			50
Total current portion of long-term debt		75			225
Long-term debt:
Note agreements:
4.600% senior notes, semi-annual interest payments, balloon due 2026		400			—
4.700% senior notes, semi-annual interest payments, balloon due 2028		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			—
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			—
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			—
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			—
Total notes		7,050			2,850
Credit agreements:
5-year term loan facility, periodic interest and principal payments, SOFR plus up to    1.750%, expires October 27, 2026		156			169
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		—			250
5-year term loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027		338			362
Total credit agreements		494			781
Unamortized portion of debt discounts related to note agreements (contra)		(19	)		(11	)
Debt issuance costs (contra)		(55	)		(21	)
Total long-term debt, less unamortized discount and debt issuance costs		7,470			3,599
Current portion of long-term debt		75			225
Total debt	$	7,545		$	3,824

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 Notes Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, termination provisions and other terms and conditions customary in agreements of this type. The Notes Underwriting Agreement also contains customary indemnification and contribution rights and obligations of the Company and the Notes Underwriters. The Company intends to use 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. If the acquisition of Accession is not consummated, each of the notes described above has a special mandatory redemption feature and would require repayment except for the 2035 Notes, for which the Company intends to use the proceeds for general corporate purposes. As of June 30, 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, 2025 and December 31, 2024.

Credit agreements: On March 31, 2025, the Company repaid the outstanding balance on the 3-year term loan facility of $150 million.

The Company has credit agreements that include term loans and a Revolving Credit Facility of $800 million, all having similar terms and covenants. The outstanding balance on the term loans was $569 million and $756 million as of June 30, 2025 and December 31, 2024, respectively. There were no outstanding balances on the Revolving Credit Facility as of June 30, 2025 and $250 million outstanding as of December 31, 2024.

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, 2025 and December 31, 2024.

At June 30, 2025, the 1-month Term SOFR Rate for the term loan due October 2026 and the term loan due March 2027 was 4.427%. These SOFR rates are inclusive of a 0.100% credit-spread adjustment per the terms of the relevant agreements.

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, 2025				December 31, 2024
(in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current portion of long-term debt	$	—	$	—	$	—	$	—
Long-term debt	$	7,031	$	6,961	$	2,839	$	2,602

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.