Debt

6 Months Ended

Jun. 30, 2024

As of June 30, 2024, the Company had aggregate outstanding notes of $13,980 million, net of $58 million of issuance costs, with varying maturities (the "Notes"). Of the outstanding balance, $1,800 million, net of issuance costs, is classified as short-term debt on the Consolidated Balance Sheets. As of December 31, 2023, the Company had aggregate outstanding notes of $14,543 million, net of $65 million of issuance costs. 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 Notes is denominated in foreign currency (comprised of €5,170 million) and is remeasured into U.S. dollars at each balance sheet date (with remeasurement gain totaling $43 million and $173 million, respectively, for the three and six months ended June 30, 2024). As of June 30, 2024, approximately $1 billion of the Company’s euro–denominated Senior Notes was designated as a hedge of the foreign exchange risk of the Company’s net investment in certain foreign subsidiaries. In the three and six months ended June 30, 2024, a pre-tax loss of $3 million on the Company’s euro-denominated Senior Notes designated as net investment hedges was recorded in AOCI. No amount of the Company’s euro-denominated Senior Notes was designated as a net investment hedge as of December 31, 2023 or in the comparative prior year periods. See Note 7 Derivative Financial Instruments and Hedging Activities to the consolidated financial statements for further information regarding the Company’s derivative and non-derivative financial instruments.

The following table provides a summary of the Company's outstanding debt and the fair values based on quoted market prices in less active markets as of June 30, 2024 and December 31, 2023:


	Principal Amount at Par						Level 2 Fair Value as of
	June 30, 2024		December 31, 2023		Issuance Date	Maturity	June 30, 2024		December 31, 2023
	(in millions)						(in millions)
5.750% Senior Notes	$	—	$	400	February 2014	March 2024	$	—	$	400
5.875% Senior Notes	800		800		February 2015	February 2025	801		807
3.000% Senior Notes (1)	503		519		April 2020	June 2025	501		516
3.625% Senior Notes	500		500		April 2020	June 2025	491		491
4.375% Senior Notes	1,000		1,000		October 2016	November 2026	982		996
3.625% Senior Notes (1)	1,394		1,434		May 2017	May 2027	1,399		1,454
4.875% Senior Notes	1,600		1,600		October 2017	April 2028	1,591		1,621
5.875% Senior Notes	1,900		1,900		April 2018	November 2028	1,959		2,009
4.625% Senior Notes (1)	1,178		1,215		October 2018	May 2029	1,233		1,300
6.375% Senior Notes	800		800		October 2018	May 2029	843		872
3.875% Senior Notes (1)	1,285		1,325		April 2019	November 2029	1,303		1,372
5.375% Senior Notes	900		900		April 2019	November 2029	909		931
3.625% Senior Notes (1)	1,178		1,215		October 2019	June 2030	1,176		1,237
4.875% Senior Notes	1,000		1,000		October 2019	June 2030	985		1,012
	$	14,038	$	14,608			$	14,173	$	15,018

(1) The following Senior Notes have a principal amount denominated in euros: 3.000% Senior Notes for €470 million, 3.625% Senior Notes for €1,300 million, 4.625% Senior Notes for €1,100 million, 3.875% Senior Notes for €1,200 million, and 3.625% Senior Notes for €1,100 million.

In the six months ended June 30, 2024, the Company repaid upon maturity the $400 million aggregate principal amount of its 5.750% Senior Notes.

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 June 30, 2024 and December 31, 2023, the Company was in compliance with all related covenants.

Revolving Credit Facility

On April 12, 2024, the Company entered into a five-year, $3 billion unsecured revolving credit facility that matures on April 12, 2029 (the “Revolving Credit Agreement”), to replace its previous $1 billion unsecured revolving credit facility. As of June 30, 2024, 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 per annum equal to a base rate (the “Alternate Base Rate”) plus an applicable margin or (ii) a per annum rate equal to an adjusted term SOFR rate (the “Adjusted Term SOFR Rate”) plus an applicable margin. The applicable margin for Alternate Base Rate loans will range from 0.00% to 0.25%, and the applicable margin for Adjusted Term SOFR Rate loans will range from 0.75% to 1.25%, each based on the Company’s credit ratings.

The Revolving Credit Agreement contains customary affirmative covenants and negative covenants (and customary baskets and exceptions with respect thereto) for a credit facility of this size and type and requires the Company to maintain a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.0 to 1.0 as of the last day of each fiscal quarter. As of June 30, 2024 and December 31, 2023, the Company was in compliance with all related covenants and ratios.