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Debt | 6 Months Ended
--- | ---
Jun. 30, 2026
Debt Disclosure [Abstract] |
Debt | (8) Debt The Company’s outstanding debt was as follows:
|  | June 30, 2026 |  |  | December 31, 2025 |
Short-term debt: |  |  |  |  |  |
Term Loan Facility |  | $ | 19 |  |  | $ | 51 |
Convertible Notes |  |  | 1,400 |  |  |  | — |
Debt issuance costs - Convertible Notes |  |  | (20 | ) |  |  | — |
Convertible Notes, net |  |  | 1,380 |  |  |  | — |
Total short-term debt, net |  | $ | 1,399 |  |  | $ | 51 |
Long-term debt: |  |  |  |  |  |
Term Loan Facility |  | $ | 1,462 |  |  | $ | 2,827 |
Debt issuance costs - Term Loan Facility |  |  | (42 | ) |  |  | (55 | )
Term Loan Facility, net |  |  | 1,420 |  |  |  | 2,772 |
Convertible Notes |  |  | — |  |  |  | 1,400 |
Debt issuance costs - Convertible Notes |  |  | — |  |  |  | (22 | )
Convertible Notes, net |  |  | — |  |  |  | 1,378 |
2034 Notes |  |  | 1,142 |  |  |  | — |
Debt issuance costs - 2034 Notes |  |  | (18 | ) |  |  | — |
2034 Notes, net |  |  | 1,124 |  |  |  | — |
Total long-term debt, net |  | $ | 2,544 |  |  | $ | 4,150 |
Credit Facilities On August 17, 2022, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Barclays Bank PLC, and the lenders from time to time party thereto, which the Company has amended several times, including most recently in February 2026 (as amended, the “Credit Agreement”). As of June 30, 2026, after giving effect to all amendments and repayments prior to such date, the Credit Agreement provided for (i) a senior secured term loan facility comprised of two tranches: a $812 loan (as refinanced and otherwise modified from time to time, the “USD Tranche B”) and a €585 loan (as refinanced and otherwise modified from time to time, the “Euro Tranche B” and together with the USD Tranche B, the “Term Loan Facility”) and (ii) a senior secured revolving credit facility with aggregate commitments of $1,000 (as refinanced and otherwise modified from time to time, the “Revolving Facility” and together with the Term Loan Facility, the “Credit Facilities”). As of June 30, 2026, borrowings under the Credit Facilities bore interest at a rate per annum equal to, at the Company’s option, any of the following, plus, in each case, an applicable margin: (a) with respect to the USD Tranche B and the Revolving Facility, (x) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the prime rate quoted in The Wall Street Journal, or (3) a forward-looking term rate based on Term SOFR for an interest period of one month, plus 1.00%; and (y) a Term SOFR rate for the interest period relevant to such borrowing and (b) with respect to the Euro Tranche B, a Euro Interbank Offered Rate (“EURIBOR”) rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case of clauses (a) and (b) above subject to a rate floor of 0.0%. As of June 30, 2026, the applicable margins for borrowings under the Credit Facilities were (i) under the USD Tranche B and the Revolving Facility, 0.75% with respect to base rate borrowings and 1.75% with respect to Term SOFR borrowings, and (ii) under the Euro Tranche B, 2.00%. In addition to paying interest on outstanding principal under the Credit Facilities, the Company is required to pay a commitment fee in respect of the unutilized commitments under the Revolving Facility. The commitment fee is subject to adjustment based on the Company’s first lien net leverage ratio as of the end of the preceding fiscal quarter. As of June 30, 2026, the commitment fee was 0.25% per annum. The Company must also pay customary letter of credit fees and agency fees. On February 4, 2026, the Company entered into the Sixth Amendment to Credit Agreement (the “Sixth Amendment”), pursuant to which the Company, among other things, (i) refinanced its then-existing USD Tranche B loan and Euro Tranche B loan with the $914 USD Tranche B loan and the €587 Euro Tranche B loan, (ii) refinanced and increased the commitments under its then-existing Revolving Facility with the $1,000 Revolving Facility, (iii) decreased the applicable margin for the USD Tranche B from 2.00% to 1.75% with respect to Term SOFR borrowings and from 1.00% to 0.75% with respect to base rate borrowings, (iv) decreased the applicable margin for the Euro Tranche B from 2.50% to 2.00%, (v) decreased the applicable margin under the Revolving Facility from 2.50% to 1.75% with respect to SOFR borrowings and from 1.50% to 0.75% with respect to base rate borrowings, (vi) eliminated the credit spread adjustment applicable to SOFR borrowings of the Revolving Facility and (vii) extended the maturities of the Term Loan Facility to February 2033 and the Revolving Facility to February 2031. The refinanced USD Tranche B loan and Euro Tranche B loan were issued without original issue discount. In connection with the execution of the Sixth Amendment, the Company paid customary fees and expenses to JPMorgan Chase Bank, N.A. On February 4, 2026, concurrently with the effectiveness of the Sixth Amendment, the Company made a voluntary prepayment of $1,274 principal amount to its then-existing USD Tranche B loan using the net proceeds from the 2034 Notes (as defined below), together with cash on hand, reducing the outstanding principal amount of the USD Tranche B loan from $2,188 to $914. On each of May 6, 2026 and August 4, 2026, the Company made a voluntary prepayment of $100 principal amount on the USD Tranche B loan. Under the Credit Agreement, the Company is required to prepay outstanding term loans, subject to certain exceptions, with portions of its annual excess cash flow as well as with the net cash proceeds of certain of its asset sales, certain casualty and condemnation events and the incurrence or issuances of certain debt. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Revolving Facility exceeds the aggregate commitments under the Revolving Facility, the Company is required to repay outstanding loans and/or cash collateralize letters of credit, with no reduction of the commitment amount. The Company may voluntarily prepay outstanding loans under the Credit Facilities from time to time, subject to certain conditions, without premium or penalty other than customary “breakage” costs with respect to Term SOFR or EURIBOR loans; provided, however, that subject to certain exceptions, if on or prior to August 4, 2026, the Company prepays any loans under the USD Tranche B or the Euro Tranche B in connection with a repricing transaction, the Company must pay a prepayment premium of 1.00% of the aggregate principal amount of the loans so prepaid. Additionally, the Company may voluntarily reduce the unutilized portion of the commitment amount under the Revolving Facility. As of June 30, 2026, the Company was required to make scheduled quarterly principal payments equal to $2 with respect to the USD Tranche B and €2 with respect to the Euro Tranche B, in each case with the balance due thereunder on the maturity date of the Term Loan Facility. There is no scheduled amortization under the Revolving Facility. Any principal amount outstanding under the Revolving Facility is due and payable in full on the maturity date of the Revolving Facility. All obligations under the Credit Facilities are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries and are required to be guaranteed by certain of the Company’s future wholly-owned domestic subsidiaries, and are secured by substantially all of the Company’s assets and the assets of such subsidiaries, subject to certain exceptions and exclusions. The Credit Agreement contains customary representations and warranties, covenants and provisions relating to events of default. If an event of default occurs, the lenders under the Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Credit Facilities and all actions permitted to be taken by a secured creditor. As of June 30, 2026, the Company was in compliance with all covenants under the Credit Agreement. The USD Tranche B and the Euro Tranche B are not subject to financial maintenance covenants. As of June 30, 2026, the weighted average interest rate of the Term Loan Facility was 4.75%. As of June 30, 2026, there were no borrowings under the Revolving Facility. Convertible Notes On May 16, 2024, the Company completed a private offering of $1,400 aggregate principal amount of its convertible senior notes due 2030 (the “Convertible Notes”). The net proceeds from the offering were approximately $1,374 after deducting the initial purchasers’ discounts and commissions and estimated offering expenses paid by the Company. The Company used approximately $167 of the net proceeds from the offering to pay the cost of the capped call transactions described below. The Company used the remaining net proceeds from the offering to repay approximately $1,206 in borrowings outstanding under the USD Tranche B, together with accrued interest, as well as for general corporate purposes. Convertible Notes Indenture and the Convertible Notes On May 16, 2024, the Company entered into an indenture (the “Convertible Notes Indenture”) with respect to the Convertible Notes with U.S. Bank Trust Company, National Association, as trustee (the “Convertible Notes Trustee”). Under the Convertible Notes Indenture, the Convertible Notes are senior unsecured obligations of the Company and bear interest at a coupon rate of 1.25% per annum, with interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Convertible Notes will mature on June 1, 2030, unless earlier converted, redeemed or repurchased in accordance with their terms. Subject to certain conditions, on or after June 5, 2027, the Company may redeem for cash all or any portion of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the trading day immediately preceding the date the notice of redemption is sent. As of June 30, 2026, the conversion rate for the Convertible Notes was 6.4813 shares of the Company’s common stock per one thousand dollars principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $154.29 per share. The conversion rate is subject to adjustment upon the occurrence of certain events. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Prior to the close of business on the business day immediately preceding March 1, 2030, noteholders may convert all or any portion of their Convertible Notes under the following circumstances: • during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended September 30, 2024, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the Convertible Notes on each applicable trading day (the “Sale Price Condition”) (approximately $200.58 per share based on the current conversion price of approximately $154.29 per share, which is subject to further adjustment upon the occurrence of certain events); • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; • if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events as specified in the Convertible Notes Indenture. On or after March 1, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, noteholders may convert all or any portion of their Convertible Notes at any time. If the Company undergoes a fundamental change (as defined in the Convertible Notes Indenture) prior to the maturity date of the Convertible Notes, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes Indenture contains customary terms and covenants, including that upon certain events of default that are occurring and continuing, either the Convertible Notes Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Convertible Notes to be due and payable. The Convertible Notes are not subject to financial maintenance covenants. The Sale Price Condition for the Convertible Notes was met during the calendar quarter ended June 30, 2026, and as a result, the Convertible Notes are convertible, in whole or in part, at the option of the holders thereof at any time during the calendar quarter ending September 30, 2026 and have been classified as short-term debt, net of issuance costs, on the condensed consolidated balance sheet at June 30, 2026. The Convertible Notes were issued at par and costs associated with the issuance of the Convertible Notes are amortized to interest expense over the contractual term of the Convertible Notes. As of June 30, 2026, $1,400 in aggregate principal amount of the Convertible Notes remained outstanding. As of June 30, 2026, the effective interest rate of the Convertible Notes was 1.56%. Capped Call Transactions On May 13, 2024, in connection with the pricing of the Convertible Notes, and on May 14, 2024, in connection with the exercise in full by the initial purchasers of their option to purchase additional Convertible Notes, the Company entered into privately negotiated capped call transactions (“Convertible Debt Capped Calls”) with certain of the initial purchasers of the Convertible Notes or their respective affiliates and other financial institutions. The Convertible Debt Capped Calls are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of any Convertible Notes and/or offset any cash payments that the Company is required to make in excess of the principal amount of any converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $237.42 per share, which represents a premium of 100% over the last reported sale price of $118.71 per share of the Company’s common stock on The Nasdaq Global Select Market on May 13, 2024, and which is subject to adjustments under the terms of the Convertible Debt Capped Calls. The Convertible Debt Capped Calls were recorded separately from the Convertible Notes as a reduction to additional paid-in capital in the condensed consolidated balance sheet as the Convertible Debt Capped Calls are indexed to the Company’s own stock and met the criteria to be classified in stockholders’ equity. 2034 Notes On February 4, 2026, the Company completed a private offering (the “2034 Notes Offering”) of €1,000 aggregate principal amount of senior notes due 2034 (the “2034 Notes”). The 2034 Notes were sold in a private placement to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Company used the net proceeds from the 2034 Notes Offering, together with cash on hand, to prepay approximately $1,274 of the USD Tranche B. 2034 Notes Indenture and the 2034 Notes On February 4, 2026, the Company and the Guarantors (as defined below) entered into an indenture (the “2034 Notes Indenture”) with respect to the 2034 Notes with U.S. Bank Trust Company, National Association, as trustee (the “2034 Notes Trustee”). Under the 2034 Notes Indenture, the 2034 Notes bear interest at a rate of 4.250% per annum, with interest payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026. The 2034 Notes will mature on February 15, 2034, unless earlier redeemed or repurchased in accordance with their terms. The 2034 Notes are unconditionally guaranteed, on a senior unsecured basis, jointly and severally, by the Company’s existing and future subsidiaries that guarantee the Credit Agreement or are required to become guarantors under certain circumstances and subject to certain exceptions (the “Guarantors”). The 2034 Notes and the guarantees are general senior unsecured obligations of the Company and the Guarantors. The 2034 Notes and guarantees will be: • pari passu in right of payment with any of the Company’s and the Guarantors’ existing and future unsubordinated indebtedness (including the Credit Agreement); • effectively subordinated to the Company’s and the Guarantors’ existing and future secured indebtedness (including the Credit Agreement) to the extent of the value of the assets securing such indebtedness; • senior in right of payment to any of the Company’s and the Guarantors’ future subordinated indebtedness; • structurally senior to any existing and future indebtedness of the Company that is not guaranteed by the Guarantors (including the Convertible Notes); and • structurally subordinated to any existing and future indebtedness and other liabilities of the Company’s and the Guarantors’ subsidiaries that are not and do not become Guarantors. At any time prior to February 15, 2029, the Company may redeem the 2034 Notes in whole or in part at a redemption price equal to 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the redemption date. At any time and from time to time on or after February 15, 2029, the Company may redeem for cash all or any portion of the 2034 Notes at a redemption price equal to the percentage of principal amount set forth below, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the year indicated below:
Year |  |  |  | Percentage
2029 |  |  |  | 102.125%
2030 |  |  |  | 101.0625%
2031 and thereafter |  |  |  | 100.000%
At any time and from time to time prior to February 15, 2029, the Company may redeem up to 40% of the original aggregate principal amount of the 2034 Notes using the net cash proceeds of certain equity offerings at a redemption price equal to 104.250%. In the event of certain developments affecting taxation, the Company may elect to redeem all, but not less than all, of the 2034 Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the date fixed for redemption. Upon the occurrence of a change of control triggering event (as defined in the 2034 Notes Indenture), each holder of the 2034 Notes may require the Company to repurchase all or a portion of their 2034 Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, and additional amounts, if any, to, but excluding, the repurchase date. The 2034 Notes Indenture contains customary terms and covenants that limit the ability of the Company and its Restricted Subsidiaries (as defined in the 2034 Notes Indenture) to, among other things, (i) incur liens, (ii) provide guarantees and (iii) consolidate, merge or sell or otherwise dispose of substantially all their assets. The 2034 Notes Indenture also provides for customary events of default. Upon certain events of default that are occurring and continuing, either the 2034 Notes Trustee or the holders of at least 30% in aggregate principal amount of the outstanding 2034 Notes may declare the principal of, and accrued and unpaid interest, if any, and additional amounts, if any, on, all the 2034 Notes to be due and payable. In the event of certain insolvency and bankruptcy related events of default specified in the 2034 Notes Indenture, the principal of, and accrued and unpaid interest, if any, and additional amounts, if any, on, all the 2034 Notes shall automatically become due and payable. The 2034 Notes are not subject to financial maintenance covenants. As of June 30, 2026, the effective interest rate of the 2034 Notes was 4.45%. The Company’s interest expense was as follows:
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2026 |  |  | 2025 |  |  | 2026 |  |  | 2025 |
Term Loan Facility: |  |  |  |  |  |  |  |  |  |  |  |
Contractual interest expense |  | $ | 18 |  |  | $ | 48 |  |  | $ | 45 |  |  | $ | 98 |
Amortization of debt issuance costs as interest expense |  |  | 2 |  |  |  | 5 |  |  |  | 4 |  |  |  | 10 |
Total interest expense on Term Loan Facility |  | $ | 20 |  |  | $ | 53 |  |  | $ | 49 |  |  | $ | 108 |
Convertible Notes: |  |  |  |  |  |  |  |  |  |  |  |
Contractual interest expense |  | $ | 4 |  |  | $ | 4 |  |  | $ | 9 |  |  | $ | 9 |
Amortization of debt issuance costs as interest expense |  |  | 1 |  |  |  | 1 |  |  |  | 2 |  |  |  | 2 |
Total interest expense on Convertible Notes |  | $ | 5 |  |  | $ | 5 |  |  | $ | 11 |  |  | $ | 11 |
2034 Notes: |  |  |  |  |  |  |  |  |  |  |  |
Contractual interest expense |  | $ | 12 |  |  | $ | — |  |  | $ | 20 |  |  | $ | — |
Amortization of debt issuance costs as interest expense |  |  | 1 |  |  |  | — |  |  |  | 1 |  |  |  | — |
Total interest expense on 2034 Notes |  | $ | 13 |  |  | $ | — |  |  | $ | 21 |  |  | $ | — |
Other interest expense (income), net (1) |  | $ | — |  |  | $ | (3 | ) |  | $ | 2 |  |  | $ | (11 | )
Total interest expense |  | $ | 38 |  |  | $ | 55 |  |  | $ | 83 |  |  | $ | 108 |
(1) Other interest expense (income), net primarily consists of interest expense (income) related to the Company’s interest rate swap agreements. Lines of Credit and Borrowing Arrangements Certain of the Company’s Japanese subsidiaries have lines of credit and a financing facility with various financial institutions, many of which generally expire and are renewed at three-month intervals with the remaining having no expiration date. The lines of credit and financing facility provided for aggregate borrowings of up to an equivalent of $12 and $13 as of June 30, 2026 and December 31, 2025, respectively. There were no borrowings outstanding under these arrangements at June 30, 2026 and December 31, 2025. Contractual maturities of the Company’s debt obligations as of June 30, 2026 are as follows:
Year |  | Amount |
2026 (remaining) |  | $ | 9 |
2027 |  |  | 19 |
2028 |  |  | 19 |
2029 |  |  | 19 |
2030 |  |  | 1,419 |
Thereafter |  |  | 2,538 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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