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Long-Term Debt
9 Months Ended
Sep. 30, 2025
Long-Term Debt [Abstract]  
Long-Term Debt

9.LONG-TERM DEBT

The following table presents the Company’s long-term debt at September 30, 2025 and December 31, 2024:

September 30, 

December 31, 

    

2025

    

2024

Revolving Credit Agreement, bearing interest ranging from 3.71% to 7.25% (a)

$

2,199,421

$

2,164,325

4.25% Senior Notes due 2028

500,000

500,000

3.50% Senior Notes due 2029

500,000

500,000

4.50% Senior Notes due 2029

359,150

347,500

2.60% Senior Notes due 2030

600,000

600,000

2.20% Senior Notes due 2032

650,000

650,000

3.20% Senior Notes due 2032

500,000

500,000

4.20% Senior Notes due 2033

750,000

750,000

5.00% Senior Notes due 2034

750,000

750,000

5.25% Senior Notes due 2035

500,000

3.05% Senior Notes due 2050

500,000

500,000

2.95% Senior Notes due 2052

850,000

850,000

Notes payable to sellers and other third parties, bearing interest ranging from 2.42% to 10.35%, principal and interest payments due periodically with due dates ranging from 2028 to 2044 (a)

 

27,451

 

30,641

Finance leases, bearing interest ranging from 1.89% to 5.35%, with lease expiration dates ranging from 2026 to 2032 (a)

14,879

9,247

 

8,700,901

 

8,151,713

Less – current portion

 

(8,619)

 

(7,851)

Less – unamortized debt discount and issuance costs

 

(70,911)

 

(70,934)

Long-term portion of debt and notes payable

$

8,621,371

$

8,072,928

____________________

(a)Interest rates represent the interest rates at September 30, 2025.

Revolving Credit Agreement

The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S. agent and a letter of credit issuer, and the other lenders and financial institutions from time to time party thereto (the “Lenders”) are party to that certain Revolving Credit Agreement, dated as of February 27, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders provide loans and other credit extensions to the Company under a revolving credit facility.  Details of the Revolving Credit Agreement at September 30, 2025 and December 31, 2024 are as follows:

September 30, 

December 31, 

 

    

2025

    

2024

 

Revolver

 

  

 

  

Available

$

762,997

$

778,374

Letters of credit outstanding

$

37,582

$

57,301

Total amount drawn, as follows:

$

2,199,421

$

2,164,325

Amount drawn – U.S. Term SOFR rate loan

$

925,000

$

800,000

Interest rate applicable – U.S. Term SOFR rate loan

5.16

%

5.65

%

Amount drawn – U.S. Term SOFR rate loan

$

60,000

$

500,000

Interest rate applicable – U.S. Term SOFR rate loan

5.04

%

5.69

%

Amount drawn – U.S. Term SOFR rate loan

$

$

50,000

Interest rate applicable – U.S. Term SOFR rate loan

%

5.46

%

Amount drawn – U.S. base rate loan

$

40,000

$

95,000

Interest rate applicable – U.S. base rate loan

7.25

%

7.50

%

Amount drawn – Canadian Term CORRA loan

$

1,066,676

$

590,750

Interest rate applicable - Canadian term CORRA loan

3.88

%

5.24

%

Amount drawn – Canadian Term CORRA loan

$

57,464

$

86,875

Interest rate applicable - Canadian term CORRA loan

3.71

%

4.59

%

Amount drawn – Canadian Term CORRA loan

$

43,098

$

Interest rate applicable - Canadian term CORRA loan

3.76

%

%

Amount drawn – Canadian prime rate loan

$

7,183

$

41,700

Interest rate applicable - Canadian prime rate loan

 

4.70

%

 

5.45

%

Commitment – rate applicable

 

0.08

%  

 

0.09

%  

In addition to the $37,582 of letters of credit at September 30, 2025 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $184,041 under facilities other than the Revolving Credit Agreement.

Senior Notes

On June 4, 2025, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 5.25% Senior Notes due 2035 (the “2035 Senior Notes”). The 2035 Senior Notes were issued under an indenture, dated as of November 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a tenth supplemental indenture, dated as of June 4, 2025.

The Company will pay interest on the 2035 Senior Notes on March 1 and September 1 of each year, beginning March 1, 2026, and the 2035 Senior Notes will mature on September 1, 2035. The 2035 Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt. The 2035 Senior Notes are not guaranteed by any of the Company’s subsidiaries. 

The Company may, prior to June 1, 2035 (three months before the maturity date) (the “2035 Senior Notes Par Call Date”), redeem some or all of the 2035 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2035 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2035 Senior Notes redeemed discounted to the redemption date (assuming the 2035 Senior Notes matured on the 2035 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date. Commencing on June 1, 2035 (three months before the maturity date), the Company may redeem some or all of the 2035 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2035 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

 Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the 2035 Senior Notes to ensure that the net amounts received by each holder of the 2035 Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the 2035 Senior Notes. If such payment of Additional Amounts is a result of a change in, or amendment to, any official position or the introduction of an official position regarding the application, administration or interpretation thereof (including a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), of any jurisdiction from or through which payment is made by or on behalf of the Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the 2035 Senior Notes then outstanding at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

If the Company experiences certain kinds of changes of control, each holder of the 2035 Senior Notes may require the Company to purchase all or a portion of the 2035 Senior Notes for cash at a price equal to 101% of the aggregate principal amount of such 2035 Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets. The Indenture also includes customary events of default with respect to the 2035 Senior Notes.

Upon an event of default, the principal of and accrued and unpaid interest on all the 2035 Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25% in principal amount of the outstanding 2035

Senior Notes. Upon such a declaration, such principal and accrued interest on all of the 2035 Senior Notes will be due and payable immediately. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2035 Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the 2035 Senior Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding 2035 Senior Notes may rescind any such acceleration with respect to the 2035 Senior Notes and its consequences.