XML 34 R21.htm IDEA: XBRL DOCUMENT v3.24.0.1
DEBT AND CREDIT FACILITIES
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
DEBT AND CREDIT FACILITIES DEBT AND CREDIT FACILITIES
The following table summarizes the carrying amount of our borrowings under various financing arrangements:
(in millions)Carrying Amount
Type of BorrowingIssue DateMaturity DateInterest RateDecember 31, 2023December 31, 2022
Senior UnsecuredSeptember 2016September 20232.50%$— $749 
Senior UnsecuredSeptember 2020September 20230.75%— 1,498 
Senior UnsecuredMarch 2014April 20243.70%1,750 1,748 
Senior UnsecuredNovember 2014February 20253.50%1,749 1,748 
Senior UnsecuredSeptember 2015March 20263.65%2,744 2,742 
Senior UnsecuredSeptember 2016March 20272.95%1,248 1,247 
Senior UnsecuredSeptember 2020October 20271.20%747 747 
Senior UnsecuredSeptember 2020October 20301.65%994 993 
Senior UnsecuredSeptember 2023October 20335.25%992 — 
Senior UnsecuredSeptember 2015September 20354.60%993 993 
Senior UnsecuredSeptember 2016September 20364.00%743 742 
Senior UnsecuredSeptember 2020October 20402.60%988 988 
Senior UnsecuredDecember 2011December 20415.65%996 996 
Senior UnsecuredMarch 2014April 20444.80%1,737 1,736 
Senior UnsecuredNovember 2014February 20454.50%1,734 1,733 
Senior UnsecuredSeptember 2015March 20464.75%2,222 2,221 
Senior UnsecuredSeptember 2016March 20474.15%1,729 1,728 
Senior UnsecuredSeptember 2020October 20502.80%1,478 1,477 
Senior UnsecuredSeptember 2023October 20535.55%988 — 
Total senior unsecured notes23,834 24,088 
Liability related to future royalties1,153 1,141 
Total debt, net24,987 25,229 
Less: Current portion of long-term debt and other obligations, net1,798 2,273 
Total Long-term debt, net$23,189 $22,957 
Senior Unsecured Notes
In September 2023, we issued $2.0 billion aggregate principal amount of senior unsecured notes in a registered offering consisting of $1.0 billion principal amount of 5.25% senior unsecured notes due October 2033 and $1.0 billion principal amount of 5.55% senior unsecured notes due October 2053. Additionally, in September 2023, we repaid at maturity $2.25 billion of principal balance related to our senior unsecured notes due September 2023.
Our senior unsecured notes may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum, as determined by an independent investment banker, of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the Treasury Rate, plus a make-whole premium, which are defined in the terms of the notes. The senior unsecured notes also have a par call feature, exercisable at our option, to redeem the notes at par in whole, or in part, on dates ranging from two to six months prior to maturity. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption.
In the event of a change in control and a downgrade in the rating of our senior unsecured notes below investment grade by Moody’s Investors Service, Inc. and S&P Global Ratings, the holders may require us to purchase all or a portion of their notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest to the date of repurchase. We are required to comply with certain covenants under our note indentures governing our senior unsecured notes. As of December 31, 2023 and 2022, we were not in violation of any covenants.
Liability Related to Future Royalties
In connection with our acquisition of Immunomedics, we assumed a liability related to a funding arrangement, which was originally entered into by Immunomedics and RPI Finance Trust (“RPI”), prior to our acquisition of Immunomedics. Under the funding agreement, RPI has the right to receive certain royalty amounts, subject to certain reductions, based on the net sales of Trodelvy for each calendar quarter during the term of the agreement through approximately 2036. The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over 16 years. The estimated timing and amount of future expected royalty payments over the estimated term will be re-assessed each reporting period. The impact from changes in estimates will be recognized in the liability and the related interest expense prospectively.
Revolving Credit Facilities
In June 2020, we entered into a $2.5 billion five-year revolving credit facility maturing in June 2025 (the “2020 Revolving Credit Facility”). The 2020 Revolving Credit Facility can be used for working capital requirements and for general corporate purposes, including, without limitation, acquisitions. As of December 31, 2023 and 2022, there were no amounts outstanding under the 2020 Revolving Credit Facility.
The 2020 Revolving Credit Facility contains customary representations, warranties, affirmative and negative covenants and events of default. As of December 31, 2023, we were in compliance with all covenants. Loans under the 2020 Revolving Credit Facility bear interest at either (i) the Term SOFR plus the Applicable Percentage, or (ii) the Base Rate plus the Applicable Percentage, each as defined in the 2020 Revolving Credit Facility agreement. We may terminate or reduce the commitments, and may prepay any loans under the credit facility in whole or in part at any time without premium or penalty.
Contractual Maturities of Financing Obligations
The following table summarizes the aggregate future principal maturities of our senior unsecured notes as of December 31, 2023:
(in millions)Amount
2024$1,750 
20251,750 
20262,750 
20272,000 
2028— 
Thereafter15,750 
Total$24,000