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DEBT | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
DEBT | DEBT Revolving Credit Facility In May 2023, the Company entered into a five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility extends a revolving line of credit of up to $2 billion to the Company and provides for the issuance of up to $80 million of letters of credit, as well as up to $100 million of borrowings on same-day notice, referred to as swingline loans. Other than the swingline loans, which are available only in U.S. Dollars, the revolving loans and the letters of credit are available in U.S. Dollars, Euros, Pounds Sterling, and any other currency agreed to by the administrative agent and each of the lenders. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow. In May 2024, the Company extended the maturity date of the revolving credit facility from May 2028 to May 2029 pursuant to an extension request under the credit agreement. Borrowings under the revolving credit facility will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.375%) based on the Company's leverage or credit rating at the time of the borrowing. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate determined by reference to the Company's leverage or credit rating. At December 31, 2024 and 2023, there were no borrowings outstanding and $26 million and $18 million, respectively, of letters of credit issued under the revolving credit facility. Outstanding Debt Outstanding debt consists of the following:
|  | December 31, 2024 |  | December 31, 2023
(in millions) |  | Outstanding Principal Amount |  | Carrying Value (1) |  | Outstanding Principal Amount |  | Carrying Value (1)
2.375% (€1 Billion) Senior Notes due September 2024 (2) |  | $ | — |  |  | $ | — |  |  | $ | 1,105 |  |  | $ | 1,104 |
3.65% Senior Notes due March 2025 (3) |  | 500 |  |  | 500 |  |  | 500 |  |  | 499 |
0.1% (€950 Million) Senior Notes due March 2025 (3) |  | 984 |  |  | 984 |  |  | 1,050 |  |  | 1,048 |
0.75% Convertible Senior Notes due May 2025 (2)(3) |  | 784 |  |  | 261 |  |  | 862 |  |  | 857 |
3.6% Senior Notes due June 2026 |  | 1,000 |  |  | 999 |  |  | 1,000 |  |  | 998 |
4.0% (€750 Million) Senior Notes due November 2026 |  | 777 |  |  | 775 |  |  | 828 |  |  | 825 |
1.8% (€1 Billion) Senior Notes due March 2027 |  | 1,035 |  |  | 1,034 |  |  | 1,105 |  |  | 1,103 |
3.55% Senior Notes due March 2028 |  | 500 |  |  | 499 |  |  | 500 |  |  | 499 |
0.5% (€750 Million) Senior Notes due March 2028 |  | 777 |  |  | 774 |  |  | 828 |  |  | 825 |
3.625% (€500 Million) Senior Notes due November 2028 |  | 518 |  |  | 516 |  |  | 552 |  |  | 549 |
3.5% (€500 Million) Senior Notes due March 2029 |  | 518 |  |  | 516 |  |  | — |  |  | — |
4.25% (€750 Million) Senior Notes due May 2029 |  | 777 |  |  | 772 |  |  | 828 |  |  | 823 |
4.625% Senior Notes due April 2030 |  | 1,500 |  |  | 1,494 |  |  | 1,500 |  |  | 1,492 |
4.5% (€1 Billion) Senior Notes due November 2031 |  | 1,035 |  |  | 1,030 |  |  | 1,105 |  |  | 1,098 |
3.625% (€650 Million) Senior Notes due March 2032 |  | 673 |  |  | 669 |  |  | — |  |  | — |
3.25% (€600 Million) Senior Notes due November 2032 |  | 621 |  |  | 614 |  |  | — |  |  | — |
4.125% (€1.25 Billion) Senior Notes due May 2033 |  | 1,294 |  |  | 1,282 |  |  | 1,381 |  |  | 1,367 |
4.75% (€1 Billion) Senior Notes due November 2034 |  | 1,035 |  |  | 1,028 |  |  | 1,105 |  |  | 1,097 |
3.75% (€850 Million) Senior Notes due March 2036 |  | 880 |  |  | 866 |  |  | — |  |  | — |
3.75% (€500 Million) Senior Notes due November 2037 |  | 518 |  |  | 514 |  |  | — |  |  | — |
4.0% (€750 Million) Senior Notes due March 2044 |  | 777 |  |  | 762 |  |  | — |  |  | — |
3.875% (€700 Million) Senior Notes due March 2045 |  | 725 |  |  | 709 |  |  | — |  |  | — |
Total outstanding debt |  | $ | 17,228 |  |  | $ | 16,598 |  |  | $ | 14,249 |  |  | $ | 14,184 |
Short-term debt |  | 2,268 |  |  | 1,745 |  |  | 1,967 |  |  | 1,961 |
Long-term debt |  | $ | 14,960 |  |  | $ | 14,853 |  |  | $ | 12,282 |  |  | $ | 12,223 |
(1) The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $630 million and $65 million as of December 31, 2024 and 2023, respectively. (2) Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2023. (3) Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024. Fair Value of Debt At December 31, 2024 and 2023, the estimated fair value of the outstanding debt was approximately $18.8 billion and $15.2 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 2). The fair values were 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 December 31, 2024 and 2023 primarily relates to the conversion premium, which is the conversion value in excess of the principal amount, 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 May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a current conversion price of $1,869.86 per share. The May 2025 Notes were 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 was 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 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 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. Prior to November 2024, if the note holders exercised their option to convert, the Company delivered cash to repay the principal amount of the May 2025 Notes and had the option to deliver shares of the Company's common stock or cash, to satisfy the conversion premium. As of November 1, 2024, note holders are entitled to repayment of the principal amount of the May 2025 Notes in cash, and if they exercise their option to convert, the note holders are entitled to cash payment for the conversion premium, settled at maturity. Based on the closing sales prices of the Company's common stock for the prescribed measurement periods, the May 2025 Notes were convertible at the option of the holder starting the second calendar quarter of 2023 until November 1, 2024, when they became convertible regardless of the Company's stock price. The May 2025 Notes are classified as "Short-term debt" in the Consolidated Balance Sheets as of December 31, 2024 and 2023. At December 31, 2024 and 2023, the estimated fair value of the May 2025 Notes was $2.1 billion and $1.6 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 2). For the years ended December 31, 2023, and 2022, the weighted-average effective interest rate related to the May 2025 Notes was 1.2%. During the year ended December 31, 2024, the Company paid $198 million in aggregate upon the conversion of the May 2025 Notes at the holders' option, to repay the principal amount of $78 million due upon conversion and an additional $120 million conversion premium. Upon issuance and subsequent balance sheet-date reassessments through September 30, 2024, the conversion option on the May 2025 Notes qualified for the equity scope exception under ASC 815 Derivatives and Hedging ("ASC 815") because the Company had the option to deliver either cash or shares of the Company's common stock to satisfy the conversion premium. Under such exception, the conversion option is not required to be accounted for as a separate instrument. On November 1, 2024, the Company irrevocably elected to settle the conversion premium in cash. Upon that election, the conversion option no longer qualified for the exception and was deemed to be an embedded derivative which required bifurcation from the debt contract. Upon bifurcation of the conversion option, the Company recorded an embedded derivative liability at fair value of $1.2 billion, a debt discount of $783 million reducing the carrying value of the May 2025 Notes to zero, and a loss of $428 million. The debt discount is amortized over the remaining term of the May 2025 Notes using the straight-line method. The fair value of the embedded derivative liability (considered a "Level 2" fair value measurement; see Note 2), was $1.3 billion at December 31, 2024 and is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. The unamortized debt discount and debt issuance costs was $523 million at December 31, 2024. The Company recognized the following charges related to the conversion option on the May 2025 Notes in its Consolidated Statement of Operations:
(in millions) |  | Classification in Consolidated Statements of Operations |  | Year Ended |  |  |  |
|  | December 31, 2024 |  |  |  |
Change in fair value of the embedded derivative, including loss on bifurcation |  | Other income (expense), net |  | $ | 517 |  |  |  |  |
Amortization of debt discount |  | Interest expense |  | 261 |  |  |  |  |
Other |  | Other income (expense), net |  | 18 |  |  |  |  |
Total charges |  | $ | 796 |  |  |  |  |
Nonconvertible Senior Notes The following table summarizes the information related to nonconvertible senior notes outstanding at December 31, 2024:
Nonconvertible Senior Notes |  | Date of Issuance |  | Effective Interest Rate (1) |  | Timing of Interest Payments
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
4.0% Senior Notes due November 2026 |  | November 2022 |  | 4.08 | % |  | Annually in November
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
3.625% Senior Notes due November 2028 |  | May 2023 |  | 3.74 | % |  | Annually in November
3.5% Senior Notes due March 2029 |  | March 2024 |  | 3.61 | % |  | Annually in March
4.25% Senior Notes due May 2029 |  | November 2022 |  | 4.35 | % |  | Annually in May
4.625% Senior Notes due April 2030 |  | April 2020 |  | 4.72 | % |  | Semi-annually in April and October
4.5% Senior Notes due November 2031 |  | November 2022 |  | 4.57 | % |  | Annually in November
3.625% Senior Notes due March 2032 |  | March 2024 |  | 3.71 | % |  | Annually in March
3.25% Senior Notes due November 2032 |  | November 2024 |  | 3.41 | % |  | Annually in November
4.125% Senior Notes due May 2033 |  | May 2023 |  | 4.26 | % |  | Annually in May
4.75% Senior Notes due November 2034 |  | November 2022 |  | 4.81 | % |  | Annually in November
3.75% Senior Notes due March 2036 |  | March 2024 |  | 3.92 | % |  | Annually in March
3.75% Senior Notes due November 2037 |  | November 2024 |  | 3.81 | % |  | Annually in November
4.0% Senior Notes due March 2044 |  | March 2024 |  | 4.15 | % |  | Annually in March
3.875% Senior Notes due March 2045 |  | November 2024 |  | 4.03 | % |  | Annually in March
(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. In 2024, the Company issued senior notes with varying maturities for aggregate cash proceeds of $4.8 billion. The proceeds from the issuance of the senior notes issued in 2024 are available for general corporate purposes, including to repurchase shares of the Company's common stock and to redeem or repay outstanding indebtedness. In 2024, the Company paid $1.1 billion on the maturity of the Senior Notes due September 2024. In 2023, the Company paid $500 million on the maturity of Senior Notes due March 2023. In 2022, the Company paid $778 million and $1.1 billion on the maturity of Senior Notes due November 2022 and March 2022, respectively. In addition, the Company paid the applicable accrued and unpaid interest relating to these senior notes. Interest expense related to nonconvertible senior notes consists primarily of coupon interest expense of $527 million, $409 million, and $241 million for the years ended December 31, 2024, 2023, and 2022, respectively. Debt discount and debt issuance costs for such notes are amortized using the effective interest rate method over the period from the origination date through the stated maturity date. "Interest expense" in the Consolidated Statements of Operations also includes interest expense related to the Company's cash management activities (with related income recorded in "Other income (expense), net" in the Consolidated Statements of Operations). Each of the Company's senior notes are unsecured and rank equally in right of payment with all of the Company's other senior unsecured notes. 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 years ended December 31, 2024 and 2023, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $2.3 billion to $5.3 billion and from $3.1 billion to $8.4 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 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://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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