Long-term Debt

12 Months Ended

Dec. 31, 2019

As of December 31, 2019, the Company had aggregate outstanding long-term notes of $14,759 million, net of $114 million of issuance costs, with varying maturities (the "Notes"). Each of the Notes were issued at par and are senior unsecured obligations of the Company. Interest is payable semi-annually at fixed rates. A portion of the outstanding long-term notes is denominated in foreign currency (comprised of €4,700 million) and is remeasured into U.S. dollars at each balance sheet date (with remeasurement gain totaling $46 million for the year ended December 31, 2019).

The following table provides a summary of the Company's outstanding long-term debt and the fair values based on quoted market prices in less active markets as of December 31, 2019 and December 31, 2018:



						Level 2 Fair Value as of
	Principal Amount at Par		Issuance Date	Maturity	Interest Due Dates	December 31, 2019		December 31, 2018
	(in millions)					(in millions)
5.375% Senior Notes	$	500	February 2013	February 2021	February and August	$	518	$	509
5.500% Senior Notes	700		February 2015	February 2022	April and October	744		706
5.750% Senior Notes	400		February 2014	March 2024	March and September	444		407
5.875% Senior Notes	800		February 2015	February 2025	April and October	896		812
4.375% Senior Notes	1,000		October 2016	November 2026	May and November	1,026		915
3.625% Senior Notes (1)	1,459		May 2017	May 2027	May and November	1,565		1,446
4.875% Senior Notes	1,600		October 2017	April 2028	April and October	1,670		1,464
5.875% Senior Notes	1,900		April 2018	November 2028	May and November	2,111		1,851
4.625% Senior Notes (2)	1,234		October 2018	May 2029	May and November	1,378		1,241
6.375% Senior Notes	800		October 2018	May 2029	May and November	916		797
3.875% Senior Notes (3)	1,346		April 2019	November 2029	June and December	1,429		—
5.375% Senior Notes	900		April 2019	November 2029	June and December	960		—
3.625% Senior Notes (4)	1,234		October 2019	June 2030	June and December	1,273		—
4.875% Senior Notes	1,000		October 2019	June 2030	June and December	1,019		—
	$	14,873

(1) Debt is denominated in euro with a €1,300 million principal amount. Total proceeds were $1,421 million.

(2) Debt is denominated in euro with a €1,100 million principal amount. Total proceeds were $1,262 million.

(3) Debt is denominated in euro with a €1,200 million principal amount. Total proceeds were $1,343 million.

(4) Debt is denominated in euro with a €1,100 million principal amount. Total proceeds were $1,226 million.

The expected timing of principal and interest payments for these Notes are as follows:



	As of
	December 31, 2019		December 31, 2018
	(in thousands)
Less than one year	$	736,969	$	538,384
Due after one year and through three years	2,581,471		1,550,581
Due after three years and through five years	1,705,201		1,646,101
Due after five years	15,699,800		11,138,129
Total debt obligations	$	20,723,441	$	14,873,195

Each of the Notes are repayable in whole or in part upon the occurrence of a change of control, at the option of the holders, at a purchase price in cash equal to 101% of the principal plus accrued interest. The Company may redeem the Notes prior to maturity in whole or in part at an amount equal to the principal amount thereof plus accrued and unpaid interest and an applicable premium. The Notes include, among other terms and conditions, limitations on the Company's ability to create,

incur or allow certain liens; enter into sale and lease-back transactions; create, assume, incur or guarantee additional indebtedness of certain of the Company's subsidiaries; and consolidate or merge with, or convey, transfer or lease all or substantially all of the Company's and its subsidiaries assets, to another person. As of December 31, 2019 and December 31, 2018, the Company was in compliance with all related covenants.

Revolving Credit Facility

In July 2017, the Company entered into a $500 million unsecured revolving credit facility (“Revolving Credit Agreement”), with an uncommitted incremental facility to increase the amount of the revolving credit facility by up to an additional $250 million, subject to certain terms and conditions. On March 29, 2019, the agreement was amended to extend the maturity date from July 27, 2022 to March 29, 2024 and to increase the size of the credit facility to $750 million, without impacting the existing uncommitted incremental facility. Revolving loans may be borrowed, repaid and reborrowed until March 29, 2024, at which time all amounts borrowed must be repaid. The Company may use the proceeds of future borrowings under the Revolving Credit Agreement for working capital and general corporate purposes. As of December 31, 2019, no amounts have been borrowed under the Revolving Credit Agreement.

The borrowings under the Revolving Credit Agreement bear interest, at the Company’s option, of either (i) a floating rate equal to a base rate (the “Alternate Base Rate”) or (ii) a rate equal to an adjusted London interbank offered rate (the “Adjusted LIBO Rate”), plus a margin of 0.75%. The Alternate Base Rate is defined as the greatest of (A) the rate of interest published by the Wall Street Journal, from time to time, as the prime rate, (B) the federal funds rate, plus 0.500% and (C) the Adjusted LIBO Rate for a one-month interest period, plus 1.00%. The Adjusted LIBO Rate is defined as the London interbank offered rate for deposits in U.S. dollars, for the relevant interest period, adjusted for statutory reserve requirements, but in no event shall the Adjusted LIBO Rate be less than 0.00% per annum. Regulatory authorities that oversee financial markets have announced that after the end of 2021, they would no longer compel banks currently reporting information used to set the LIBO Rate to continue to make rate submissions. As a result, it is possible that beginning in 2022, the LIBO Rate will no longer be available as a reference rate. Under the terms of the Company's Revolving Credit Agreement, in the event of the discontinuance of the LIBO Rate, a mutually agreed-upon alternate benchmark rate will be established to replace the LIBO Rate. The Company and Lenders shall in good faith establish an alternate benchmark rate which places the Lenders and the Company in the same economic position that existed immediately prior to the discontinuation of the LIBO Rate. The Company does not anticipate that the discontinuance of the LIBO Rate will materially impact its liquidity or financial position.

The Company is also obligated to pay a commitment fee on the undrawn amounts of the Revolving Credit Agreement at an annual rate of 0.10%. The Revolving Credit Agreement requires the Company to comply with certain covenants, including covenants that limit or restrict the ability of the Company’s subsidiaries to incur debt and limit or restrict the ability of the Company and its subsidiaries to grant liens and enter into sale and leaseback transactions; and, in the case of the Company or a guarantor, merge, consolidate, liquidate, dissolve or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole. As of December 31, 2019, the Company was in compliance with all related covenants.