Long-term Debt

12 Months Ended

Dec. 31, 2022

In August 2022, we issued an aggregate of $10.0 billion principal amount of fixed-rate senior unsecured notes in four series (the “Original Notes”) in a private offering to qualified institutional buyers and certain non-U.S. persons. The proceeds from this offering, net of discounts and debt issuance costs, was $9.92 billion. We intend to use the net proceeds from the offering for general corporate purposes, which may include, but are not limited to, capital expenditures, repurchases of outstanding shares of our common stock, acquisitions, or investments. In connection with the offering, we entered into a registration rights agreement (the "Registration Rights Agreement") providing for the filing of a registration statement with the Securities and Exchange Commission in order to exchange the Original Notes for registered notes having substantially the same terms.

On November 29, 2022, we commenced an offer to exchange (the "Exchange Offer") the Original Notes for new registered notes (the "Exchange Notes" and, together with the Original Notes, the "Notes") in order to fulfill our obligations under the Registration Rights Agreement. The Exchange Offer expired on December 28, 2022 and settled on December 29, 2022. We did not receive any proceeds from the Exchange Offer, and the aggregate principal amount of the Exchange Notes that were issued was equal to the aggregate principal amount of the Original Notes that were surrendered pursuant to the Exchange Offer. Each series of the Exchange Notes is part of the same series of the applicable series of the Original Notes and the terms of the Exchange Notes offered in the Exchange Offer are substantially identical to the terms of the respective series of the Original Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the Original Notes do not apply to the Exchange Notes. The Notes of each series rank equally with each other and we are not subject to any financial covenants. We may redeem each series of the Notes at any time in whole or in part, at specified redemption prices.

The following table summarizes the Notes and the carrying amount of our debt as of December 31, 2022 (in millions, except percentages):


	Maturity	Stated Interest Rate	Effective Interest Rate	December 31, 2022
2027 Notes	2027	3.50%	3.63%	$	2,750
2032 Notes	2032	3.85%	3.92%	3,000
2052 Notes	2052	4.45%	4.51%	2,750
2062 Notes	2062	4.65%	4.71%	1,500
Total face amount of long-term debt				10,000
Unamortized discount and issuance costs, net				(77)
Long-term debt				$	9,923

Interest on each of the Notes is payable semi-annually in arrears in February and August of each year, commencing in February 2023. The effective interest rates include the interest rates stated on the Notes and amortization of the discounts and issuance costs. For the year ended December 31, 2022, interest expense recognized on the debt was $160 million.

The total estimated fair value of our outstanding debt was $8.63 billion as of December 31, 2022. The fair value was determined based on the closing trading price per $100 of the Notes as of December 31, 2022 and is categorized accordingly as Level 2 in the fair value hierarchy.

As of December 31, 2022, future principal payments for the Notes, by year, are as follows (in millions):


2023 through 2026	$	—
2027	2,750
Thereafter	7,250
Total outstanding debt	$	10,000