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Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
As of March 31, 2024, the Company had aggregate outstanding notes of $14,016 million, net of $61 million of issuance costs, with varying maturities (the "Notes"). Of the outstanding balance, $799 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 $131 million for the three months ended March 31, 2024).
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 March 31, 2024 and December 31, 2023:
Principal Amount at ParLevel 2 Fair Value as of
March 31,
2024
December 31,
2023
Issuance DateMaturityMarch 31,
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)
507 519 April 2020June 2025503 516 
3.625% Senior Notes
500 500 April 2020June 2025490 491 
4.375% Senior Notes
1,000 1,000 October 2016November 2026985 996 
3.625% Senior Notes (1)
1,401 1,434 May 2017May 20271,416 1,454 
4.875% Senior Notes
1,600 1,600 October 2017April 20281,598 1,621 
5.875% Senior Notes
1,900 1,900 April 2018November 20281,976 2,009 
4.625% Senior Notes (1)
1,187 1,215 October 2018May 20291,256 1,300 
6.375% Senior Notes
800 800 October 2018May 2029853 872 
3.875% Senior Notes (1)
1,295 1,325 April 2019November 20291,325 1,372 
5.375% Senior Notes
900 900 April 2019November 2029920 931 
3.625% Senior Notes (1)
1,187 1,215 October 2019June 20301,199 1,237 
4.875% Senior Notes
1,000 1,000 October 2019June 2030994 1,012 
$14,077 $14,608 $14,318 $15,018 
(1) The following Senior Notes have a principal amount denominated in euro: 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 three months ended March 31, 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 March 31, 2024 and December 31, 2023, the Company was in compliance with all related covenants.
Revolving Credit Facility
On March 6, 2023, the Company amended its $1 billion unsecured revolving credit facility ("Revolving Credit Agreement") to replace the London interbank offered rate to a variable secured overnight financing rate (the “Term SOFR Rate”) as the rate to which interest payments are indexed, among other things. The Revolving Credit Agreement matures on June 17, 2026. Revolving loans may be borrowed, repaid and reborrowed until June 17, 2026, 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 March 31, 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 equal to a base rate (the “Alternate Base Rate”) or (ii) a rate equal to the Term SOFR Rate (or the applicable benchmark replacement), 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 Term SOFR Rate for a one-month tenor, plus 1.00%. The Term SOFR Rate is the forward-looking secured overnight financing rate administered by the Federal Reserve Bank of New York or a successor administrator, for the relevant interest period, but in no event shall the Term SOFR Rate be less than 0.00% per annum.
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 March 31, 2024 and December 31, 2023, the Company was in compliance with all related covenants.
Subsequent to March 31, 2024, the Company entered into a five-year, $3 billion unsecured revolving credit facility (the “New Revolving Credit Agreement”), which terminated and replaced the Revolving Credit Agreement. Refer to Note 12, Subsequent Event, for additional details.