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DEBT | 9 Months Ended
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Sep. 30, 2021
Debt Disclosure [Abstract] |
DEBT | DEBT Revolving Credit Facility In August 2019, the Company entered into a $2.0 billion five-year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the London Inter-bank Offer Rate, or if such London Inter-bank Offer Rate is no longer available, the agreed alternate rate of interest ("LIBOR") (but no less than 0%) for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50%; or (ii) for U.S. Dollar-denominated loans only, the sum of (x) the greatest of (a) JPMorgan Chase Bank, N.A.'s prime lending rate, (b) the U.S. federal funds rate plus 0.50% and (c) LIBOR (but no less than 0%) for an interest period of one month plus 1.00%, plus (y) an applicable margin ranging from 0% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.07% to 0.20%. The revolving credit facility provides for the issuance of up to $80 million of letters of credit as well as borrowings of up to $100 million on same-day notice, referred to as swingline loans. Other than swingline loans, which are available only in U.S. Dollars, borrowings and letters of credit under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility can be used for working capital and general corporate purposes, including acquisitions, share repurchases and debt repayments. At September 30, 2021 and December 31, 2020, there were no borrowings outstanding and $4 million of letters of credit issued under this revolving credit facility. The current revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. In 2020, the Company amended the revolving credit facility to (i) suspend the maximum leverage ratio covenant through and including the three months ending March 31, 2022, which was replaced with a $4.5 billion minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) increase the permitted maximum leverage ratio from and including the three months ending June 30, 2022 through and including the three months ending March 31, 2023. The Company agreed not to declare or make any cash distribution and not to repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, it has at least $6.0 billion of liquidity on a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, it is in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or the Company has the ability to terminate this restriction earlier if it demonstrates compliance with the original maximum leverage ratio covenant in the revolving credit facility. Beginning with the three months ending June 30, 2022, the minimum liquidity covenant will cease to apply and the maximum leverage ratio covenant, as increased, will again be in effect. Outstanding Debt Outstanding debt at September 30, 2021 consists of the following (in millions):
September 30, 2021 |  | Outstanding Principal Amount |  | Unamortized Debt Discount and Debt Issuance Cost |  | Carrying Value
Current liabilities: |  |  |  |  |  |
0.8% (€1 billion) Senior Notes due March 2022 |  | $ | 1,159 |  |  | $ | (1) |  |  | $ | 1,158 |
Long-term debt: |  |  |  |  |  |
2.15% (€750 million) Senior Notes due November 2022 |  | $ | 869 |  |  | $ | (1) |  |  | $ | 868 |
2.75% Senior Notes due March 2023 |  | 500 |  |  | (1) |  |  | 499 |
2.375% (€1 billion) Senior Notes due September 2024 |  | 1,159 |  |  | (5) |  |  | 1,154 |
3.65% Senior Notes due March 2025 |  | 500 |  |  | (2) |  |  | 498 |
0.1% (€950 million) Senior Notes due March 2025 |  | 1,101 |  |  | (5) |  |  | 1,096 |
0.75% Convertible Senior Notes due May 2025 |  | 863 |  |  | (106) |  |  | 757 |
3.6% Senior Notes due June 2026 |  | 1,000 |  |  | (4) |  |  | 996 |
1.8% (€1 billion) Senior Notes due March 2027 |  | 1,159 |  |  | (3) |  |  | 1,156 |
3.55% Senior Notes due March 2028 |  | 500 |  |  | (2) |  |  | 498 |
0.5% (€750 million) Senior Notes due March 2028 |  | 869 |  |  | (5) |  |  | 864 |
4.625% Senior Notes due April 2030 |  | 1,500 |  |  | (10) |  |  | 1,490 |
Total long-term debt |  | $ | 10,020 |  |  | $ | (144) |  |  | $ | 9,876 |
Outstanding debt at December 31, 2020 consists of the following (in millions):
December 31, 2020 |  | Outstanding Principal Amount |  | Unamortized Debt Discount and Debt Issuance Cost |  | Carrying Value
Current Liabilities: |  |  |  |  |  |
0.9% Convertible Senior Notes due September 2021 |  | $ | 1,000 |  |  | $ | (15) |  |  | $ | 985 |
Long-term debt: |  |  |  |  |  |
0.8% (€1 billion) Senior Notes due March 2022 |  | $ | 1,223 |  |  | $ | (1) |  |  | $ | 1,222 |
2.15% (€750 million) Senior Notes due November 2022 |  | 919 |  |  | (4) |  |  | 915 |
2.75% Senior Notes due March 2023 |  | 500 |  |  | (1) |  |  | 499 |
2.375% (€1 billion) Senior Notes due September 2024 |  | 1,223 |  |  | (7) |  |  | 1,216 |
3.65% Senior Notes due March 2025 |  | 500 |  |  | (2) |  |  | 498 |
4.1% Senior Notes due April 2025 |  | 1,000 |  |  | (5) |  |  | 995 |
0.75% Convertible Senior Notes due May 2025 |  | 863 |  |  | (128) |  |  | 735 |
3.6% Senior Notes due June 2026 |  | 1,000 |  |  | (4) |  |  | 996 |
1.8% (€1 billion) Senior Notes due March 2027 |  | 1,223 |  |  | (2) |  |  | 1,221 |
4.5% Senior Notes due April 2027 |  | 750 |  |  | (5) |  |  | 745 |
3.55% Senior Notes due March 2028 |  | 500 |  |  | (2) |  |  | 498 |
4.625% Senior Notes due April 2030 |  | 1,500 |  |  | (11) |  |  | 1,489 |
Total long-term debt |  | $ | 11,201 |  |  | $ | (172) |  |  | $ | 11,029 |
Fair Value of Debt At September 30, 2021 and December 31, 2020, the estimated fair value of the outstanding debt was approximately $12.3 billion and $14.0 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period. The estimated fair value of the Company's debt in excess of the outstanding principal amount primarily relates to the conversion premium on the Convertible Senior Notes and the outstanding Senior Notes issued in April 2020. Convertible Senior Notes If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. If the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimates the borrowing rate, considering the credit rating and similar debt of comparable corporate issuers without the conversion feature. Description of Convertible Senior Notes In April 2020, the Company issued $863 million aggregate principal amount of Convertible Senior Notes due May 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to this offering. The May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,886.44 per share. The May 2025 Notes are convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, holders will have the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes is payable on May 1 and November 1 of each year. At September 30, 2021, the if-converted value of the May 2025 Notes exceeded the aggregate principal amount by $215 million. In August 2014, the Company issued $1.0 billion aggregate principal amount of Convertible Senior Notes due September 2021 with an interest rate of 0.9% (the "September 2021 Notes"). In September 2021, in connection with the maturity of the outstanding September 2021 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and paid an additional $86 million conversion premium in excess of the principal amount. In May 2013, the Company issued $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "June 2020 Notes"). In June 2020, in connection with the maturity of the outstanding June 2020 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and paid an additional $245 million conversion premium in excess of the principal amount. Cash-settled convertible debt, such as the Company's convertible senior notes, is separated into debt and equity components at issuance and each component is assigned a value. The value assigned to the debt component is the estimated fair value, at the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. Debt discount is amortized using the effective interest rate method over the period from the origination date through the stated maturity date. The Company estimated the borrowing rates at debt origination to be 4.10% for the May 2025 Notes and 3.18% for the September 2021 Notes, considering its credit rating and similar debt of the Company or comparable corporate issuers without the conversion feature. The yield to maturity was estimated at an at-market coupon priced at par. Debt discount after tax of $100 million ($130 million before tax) related to the May 2025 Notes and $83 million ($143 million before tax) related to the September 2021 Notes less financing costs allocated to the equity component of the respective convertible notes was recorded in "Additional paid-in capital" in the balance sheet at debt origination. Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended September 30, 2021 and December 31, 2020, the contingent conversion thresholds on the May 2025 Notes were not exceeded and therefore the notes were not convertible. The following table summarizes the interest expenses and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt.
|  | For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
|  | 2021 |  | 2020 |  | 2021 |  | 2020
Coupon interest expense |  | $ | 3 |  |  | $ | 4 |  |  | $ | 11 |  |  | $ | 11 |
Amortization of debt discount and debt issuance costs |  | 12 |  |  | 13 |  |  | 36 |  |  | 42 |
Total interest expense |  | $ | 15 |  |  | $ | 17 |  |  | $ | 47 |  |  | $ | 53 |
Weighted-average effective interest rate |  | 3.9 | % |  | 3.9 | % |  | 3.7 | % |  | 3.5 | %
Other Senior Notes In March 2021, the Company issued Senior Notes due March 2025 with an interest rate of 0.1% for an aggregate principal amount of 950 million Euros and Senior Notes due March 2028 with an interest rate of 0.5% for an aggregate principal amount of 750 million Euros. The proceeds from the issuance of these Senior Notes were used to redeem the April 2025 Notes and the April 2027 Notes. In March 2021, the Company delivered notices to the holders of the April 2025 Notes and the April 2027 Notes for the redemption, on April 3, 2021, of all the outstanding notes at the respective redemption prices determined as per the indenture governing the Notes, plus accrued and unpaid interest to, but not including the redemption date. In April 2021, the Company paid $1.1 billion and $868 million to redeem the April 2025 Notes and the April 2027 Notes, respectively. In addition, the Company paid the applicable accrued and unpaid interest. In the Unaudited Consolidated Statement of Operations for the nine months ending September 30, 2021, the Company recorded a loss, before tax, of $242 million on the early extinguishment of these Senior Notes, being the difference between the carrying value of the Notes and the amount paid for their redemption. Other senior notes, including the Senior Notes issued in March 2021, had a total carrying value of $10.3 billion at September 30, 2021 and December 31, 2020. Debt discount and debt issuance costs are amortized using the effective interest rate method over the period from the origination date through the stated maturity date. The following table summarizes the information related to other senior notes outstanding at September 30, 2021:
Other Senior Notes |  | Date of Issuance |  | Effective Interest Rate (1) |  | Timing of Interest Payments
0.8% Senior Notes due March 2022 |  | March 2017 |  | 0.94 | % |  | Annually in March
2.15% Senior Notes due November 2022 |  | November 2015 |  | 2.27 | % |  | Annually in November
2.75% Senior Notes due March 2023 |  | August 2017 |  | 2.88 | % |  | Semi-annually in March and September
2.375% Senior Notes due September 2024 |  | September 2014 |  | 2.54 | % |  | Annually in September
3.65% Senior Notes due March 2025 |  | March 2015 |  | 3.76 | % |  | Semi-annually in March and September
0.1% Senior Notes due March 2025 |  | March 2021 |  | 0.30 | % |  | Annually in March
3.6% Senior Notes due June 2026 |  | May 2016 |  | 3.70 | % |  | Semi-annually in June and December
1.8% Senior Notes due March 2027 |  | March 2015 |  | 1.86 | % |  | Annually in March
3.55% Senior Notes due March 2028 |  | August 2017 |  | 3.63 | % |  | Semi-annually in March and September
0.5% Senior Notes due March 2028 |  | March 2021 |  | 0.63 | % |  | Annually in March
4.625% Senior Notes due April 2030 |  | April 2020 |  | 4.72 | % |  | Semi-annually in April and October
(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. The following table summarizes the interest expenses related to other senior notes (in millions):
|  | For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
|  | 2021 |  | 2020 |  | 2021 |  | 2020
Coupon interest expense |  | $ | 60 |  | $ | 77 |  | $ | 198 |  | $ | 187
Amortization of debt discount and debt issuance costs |  | 2 |  | 2 |  | 8 |  | 6
Total interest expense |  | $ | 62 |  | $ | 79 |  | $ | 206 |  | $ | 193
The Company designates certain portions of the aggregate principal value of the Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. For the nine months ended September 30, 2021 and 2020, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $2.5 billion to $4.3 billion and from $1.8 billion to $3.2 billion, respectively. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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