Debt |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| Debt Disclosure [Abstract] | |
| Debt | Debt Convertible Senior Notes On March 8, 2021, the Company issued $2.0 billion aggregate principal amount of 0% convertible senior notes due March 15, 2026 (the "2026 Notes") pursuant to an indenture, dated March 8, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. The 2026 Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. As of both December 31, 2024 and March 31, 2025, total outstanding debt, net of unamortized debt discount and debit issuance costs, was $2.0 billion and the effective interest rate was 0.2%. Debt issuance costs related to the 2026 Notes totaled $21 million and were comprised of commissions payable to the initial purchasers and third-party offering costs and are amortized to interest expense using the effective interest method over the contractual term. Interest expense, which includes the amortization of debt discount and issuance costs, was immaterial for both the three months ended March 31, 2024 and 2025. As of March 31, 2025, the if-converted value of the 2026 Notes did not exceed the outstanding principal amount. As of March 31, 2025, the total estimated fair value of the 2026 Notes was $1.9 billion and was determined based on a market approach using actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period, or Level 2 inputs. 2022 Credit Facility In 2022, the Company entered into a five-year unsecured Revolving Credit Agreement, which provides for initial commitments by a group of lenders led by Morgan Stanley Senior Funding, Inc. of $1.0 billion (“2022 Credit Facility”). The 2022 Credit Facility provides a $200 million sub-limit for the issuance of letters of credit. The 2022 Credit Facility contains customary events of default, and affirmative and negative covenants, including restrictions on the Company’s and certain of its subsidiaries’ ability to incur debt and liens, undergo fundamental changes, as well as certain financial covenants. The Company was in compliance with all financial covenants as of March 31, 2025. As of March 31, 2025, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $25 million.
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