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DEBT | 3 Months Ended
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Mar. 31, 2023
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. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. A 2020 amendment to the credit facility increased the permitted maximum leverage ratio through and including the three months ended March 31, 2023. Under the amendment, the Company may not declare or make any cash distribution or repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless 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. At March 31, 2023 and December 31, 2022, there were no borrowings outstanding and $16 million and $14 million, respectively, of letters of credit issued under the revolving credit facility. See Note 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for additional information on the revolving credit facility. Outstanding Debt Outstanding debt at March 31, 2023 consists of the following (in millions):
March 31, 2023 |  | Outstanding Principal Amount |  | Unamortized Debt Discount and Debt Issuance Cost |  | Carrying Value
Current liabilities: |  |  |  |  |  |
0.75% Convertible Senior Notes due May 2025 |  | $ | 863 |  |  | $ | (9) |  |  | $ | 854 |
Total current liabilities |  | $ | 863 |  |  | $ | (9) |  |  | $ | 854 |
Long-term debt: |  |  |  |  |  |
2.375% (€1 Billion) Senior Notes due September 2024 |  | $ | 1,086 |  |  | $ | (2) |  |  | $ | 1,084 |
3.65% Senior Notes due March 2025 |  | 500 |  |  | (1) |  |  | 499 |
0.1% (€950 Million) Senior Notes due March 2025 |  | 1,032 |  |  | (3) |  |  | 1,029 |
3.6% Senior Notes due June 2026 |  | 1,000 |  |  | (3) |  |  | 997 |
4.0% (€750 Million) Senior Notes due November 2026 |  | 815 |  |  | (4) |  |  | 811 |
1.8% (€1 Billion) Senior Notes due March 2027 |  | 1,086 |  |  | (2) |  |  | 1,084 |
3.55% Senior Notes due March 2028 |  | 500 |  |  | (2) |  |  | 498 |
0.5% (€750 Million) Senior Notes due March 2028 |  | 815 |  |  | (4) |  |  | 811 |
4.25% (€750 Million) Senior Notes due May 2029 |  | 815 |  |  | (6) |  |  | 809 |
4.625% Senior Notes due April 2030 |  | 1,500 |  |  | (8) |  |  | 1,492 |
4.5% (€1 Billion) Senior Notes due November 2031 |  | 1,086 |  |  | (6) |  |  | 1,080 |
4.75% (€1 Billion) Senior Notes due November 2034 |  | 1,086 |  |  | (8) |  |  | 1,078 |
Total long-term debt |  | $ | 11,321 |  |  | $ | (49) |  |  | $ | 11,272 |
Outstanding debt at December 31, 2022 consists of the following (in millions):
December 31, 2022 |  | Outstanding Principal Amount |  | Unamortized Debt Discount and Debt Issuance Cost |  | Carrying Value
Current liabilities: |  |  |  |  |  |
2.75% Senior Notes due March 2023 |  | $ | 500 |  |  | $ | — |  |  | $ | 500 |
Total current liabilities |  | $ | 500 |  |  | $ | — |  |  | $ | 500 |
Long-term debt: |  |  |  |  |  |
2.375% (€1 Billion) Senior Notes due September 2024 |  | $ | 1,067 |  |  | $ | (3) |  |  | $ | 1,064 |
3.65% Senior Notes due March 2025 |  | 500 |  |  | (1) |  |  | 499 |
0.1% (€950 Million) Senior Notes due March 2025 |  | 1,014 |  |  | (3) |  |  | 1,011 |
0.75% Convertible Senior Notes due May 2025 |  | 863 |  |  | (9) |  |  | 854 |
3.6% Senior Notes due June 2026 |  | 1,000 |  |  | (3) |  |  | 997 |
4.0% (€750 Million) Senior Notes due November 2026 |  | 800 |  |  | (3) |  |  | 797 |
1.8% (€1 Billion) Senior Notes due March 2027 |  | 1,067 |  |  | (2) |  |  | 1,065 |
3.55% Senior Notes due March 2028 |  | 500 |  |  | (2) |  |  | 498 |
0.5% (€750 Million) Senior Notes due March 2028 |  | 800 |  |  | (3) |  |  | 797 |
4.25% (€750 Million) Senior Notes due May 2029 |  | 800 |  |  | (6) |  |  | 794 |
4.625% Senior Notes due April 2030 |  | 1,500 |  |  | (9) |  |  | 1,491 |
4.5% (€1 Billion) Senior Notes due November 2031 |  | 1,067 |  |  | (7) |  |  | 1,060 |
4.75% (€1 Billion) Senior Notes due November 2034 |  | 1,067 |  |  | (9) |  |  | 1,058 |
Total long-term debt |  | $ | 12,045 |  |  | $ | (60) |  |  | $ | 11,985 |
Fair Value of Debt At March 31, 2023 and December 31, 2022, the estimated fair value of the outstanding debt was approximately $12.5 billion and $12.4 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 at March 31, 2023 primarily relates to the conversion premium on the convertible senior notes due in May 2025. As of December 31, 2022, the outstanding principal amount of the Company's debt exceeded the fair value of debt mainly due to the increase in interest rates partially offset by the conversion premium on the convertible senior notes due in May 2025. Convertible Senior Notes In April 2020, the Company issued $863 million aggregate principal amount of convertible senior notes due in 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 the issuance. 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. 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. At March 31, 2023 and December 31, 2022, the estimated fair value of the May 2025 Notes was $1.3 billion and $1.2 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). For the three months ended March 31, 2023 and 2022, the weighted-average effective interest rate related to the convertible senior notes was 1.2%. From April 1, 2023, based on the closing sales prices of the Company's common stock for the prescribed measurement period during the three months ended March 31, 2023, the May 2025 Notes are convertible at the option of the holder and have been classified as "Short-term debt" in the Consolidated Balance Sheet as of March 31, 2023. Other Senior Notes In March 2023, the Company repaid $500 million on the maturity of the Senior Notes due March 2023. In March 2022, the Company repaid $1.1 billion on the maturity of Senior Notes due March 2022. In addition, the Company paid the applicable accrued and unpaid interest relating to each of these senior notes. Other senior notes had a total carrying value of $11.3 billion and $11.6 billion at March 31, 2023 and December 31, 2022, respectively. 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 interest expenses related to other senior notes (in millions):
|  |  |  | For the Three Months Ended March 31,
|  |  |  |  |  | 2023 |  | 2022
Coupon interest expense |  |  |  |  |  | $ | 92 |  | $ | 58
Amortization of debt discount and debt issuance costs |  |  |  |  |  | 3 |  | 3
Total interest expense |  |  |  |  |  | $ | 95 |  | $ | 61
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 three months ended March 31, 2023 and 2022, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $5.9 billion to $6.4 billion and from $5.0 billion to $5.6 billion, respectively.

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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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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