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Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
As of September 30, 2024, the Company had aggregate outstanding notes of $15,981 million, net of $68 million of issuance costs and $6 million of discounts, with varying maturities (the "Notes"). Of the outstanding balance, $1,820 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 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 loss, net of hedging impacts, totaling $105 million for the three months ended September 30, 2024 and remeasurement gain, net of hedging impacts, totaling $69 million for the nine months ended September 30, 2024). 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 September 30, 2024 and December 31, 2023:
Principal Amount at ParLevel 2 Fair Value as of
September 30,
2024
December 31,
2023
Issuance DateMaturitySeptember 30,
2024
December 31,
2023
(in millions)(in millions)
5.750% Senior Notes
$— $400 February 2014March 2024$— $400 
5.875% Senior Notes
800 800 February 2015February 2025803 807 
3.000% Senior Notes (1)
523 519 April 2020June 2025522 516 
3.625% Senior Notes
500 500 April 2020June 2025496 491 
4.375% Senior Notes
1,000 1,000 October 2016November 20261,008 996 
3.625% Senior Notes (1)
1,446 1,434 May 2017May 20271,477 1,454 
4.875% Senior Notes
1,600 1,600 October 2017April 20281,639 1,621 
5.875% Senior Notes
1,900 1,900 April 2018November 20282,026 2,009 
4.625% Senior Notes (1)
1,225 1,215 October 2018May 20291,314 1,300 
6.375% Senior Notes
800 800 October 2018May 2029874 872 
3.875% Senior Notes (1)
1,336 1,325 April 2019November 20291,393 1,372 
5.375% Senior Notes
900 900 April 2019November 2029948 931 
3.625% Senior Notes (1)
1,225 1,215 October 2019June 20301,263 1,237 
4.875% Senior Notes
1,000 1,000 October 2019June 20301,032 1,012 
4.900% Senior Notes
1,000 — August 2024August 20341,035 — 
5.400% Senior Notes
800 — August 2024August 2054846 — 
$16,055 $14,608 $16,676 $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 nine months ended September 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, 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. Certain of the Notes additionally limit the ability to enter into sale and lease-back transactions and create, assume, incur or guarantee additional indebtedness of certain of the Company's subsidiaries. As of September 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 September 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 September 30, 2024 and December 31, 2023, the Company was in compliance with all related covenants and ratios.