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Debt and Credit Facility | 12 Months Ended
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Dec. 31, 2017
Debt Disclosure [Abstract] |
Debt and Credit Facility | DEBT AND CREDIT FACILITIES The following table summarizes the carrying amount of our borrowings under various financing arrangements (in millions):
|  |  |  |  |  |  |  | December 31,
Type of Borrowing |  | Issue Date |  | Due Date |  | Interest Rate |  | 2017 |  | 2016
Senior Unsecured |  | September 2015 |  | September 2018 |  | 1.85% |  | $ | 999 |  |  | $ | 998 |
Senior Unsecured |  | September 2017 |  | September 2018 |  | 3-month LIBOR + 0.17% |  | 749 |  |  | — |
Term Loan |  | October 2017 |  | October 2018 |  | Variable |  | 999 |  |  | — |
Senior Unsecured |  | September 2017 |  | March 2019 |  | 3-month LIBOR + 0.22% |  | 748 |  |  | — |
Senior Unsecured |  | March 2014 |  | April 2019 |  | 2.05% |  | 499 |  |  | 499 |
Term Loan |  | May 2016 |  | May 2019 |  | Variable |  | — |  |  | 311 |
Senior Unsecured |  | September 2017 |  | September 2019 |  | 1.85% |  | 997 |  |  | — |
Senior Unsecured |  | September 2017 |  | September 2019 |  | 3-month LIBOR + 0.25% |  | 499 |  |  | — |
Senior Unsecured |  | November 2014 |  | February 2020 |  | 2.35% |  | 499 |  |  | 498 |
Senior Unsecured |  | September 2015 |  | September 2020 |  | 2.55% |  | 1,994 |  |  | 1,991 |
Term Loan |  | October 2017 |  | October 2020 |  | Variable |  | 998 |  |  | — |
Senior Unsecured |  | March 2011 |  | April 2021 |  | 4.50% |  | 995 |  |  | 994 |
Senior Unsecured |  | December 2011 |  | December 2021 |  | 4.40% |  | 1,246 |  |  | 1,245 |
Senior Unsecured |  | September 2016 |  | March 2022 |  | 1.95% |  | 497 |  |  | 497 |
Senior Unsecured |  | September 2015 |  | September 2022 |  | 3.25% |  | 996 |  |  | 995 |
Term Loan |  | October 2017 |  | October 2022 |  | Variable |  | 2,497 |  |  | — |
Senior Unsecured |  | September 2016 |  | September 2023 |  | 2.50% |  | 745 |  |  | 744 |
Senior Unsecured |  | March 2014 |  | April 2024 |  | 3.70% |  | 1,742 |  |  | 1,741 |
Senior Unsecured |  | November 2014 |  | February 2025 |  | 3.50% |  | 1,744 |  |  | 1,743 |
Senior Unsecured |  | September 2015 |  | March 2026 |  | 3.65% |  | 2,729 |  |  | 2,726 |
Senior Unsecured |  | September 2016 |  | March 2027 |  | 2.95% |  | 1,244 |  |  | 1,243 |
Senior Unsecured |  | September 2015 |  | September 2035 |  | 4.60% |  | 990 |  |  | 989 |
Senior Unsecured |  | September 2016 |  | September 2036 |  | 4.00% |  | 740 |  |  | 739 |
Senior Unsecured |  | December 2011 |  | December 2041 |  | 5.65% |  | 995 |  |  | 995 |
Senior Unsecured |  | March 2014 |  | April 2044 |  | 4.80% |  | 1,733 |  |  | 1,732 |
Senior Unsecured |  | November 2014 |  | February 2045 |  | 4.50% |  | 1,730 |  |  | 1,729 |
Senior Unsecured |  | September 2015 |  | March 2046 |  | 4.75% |  | 2,215 |  |  | 2,214 |
Senior Unsecured |  | September 2016 |  | March 2047 |  | 4.15% |  | 1,723 |  |  | 1,723 |
Total debt, net |  | 33,542 |  |  | 26,346 |
Less current portion |  | 2,747 |  |  | — |
Total long-term debt, net |  | $ | 30,795 |  |  | $ | 26,346 |
Senior Unsecured Notes In 2017, in connection with our acquisition of Kite, we issued $3.0 billion aggregate principal amount of senior unsecured notes in a registered offering consisting of $750 million principal amount of floating rate notes due September 2018, $750 million principal amount of floating rate notes due March 2019, and $500 million principal amount of floating rate notes due September 2019 (collectively, the Floating Rate Notes) and $1.0 billion principal amount of 1.85% senior notes due September 2019 (the Fixed Rate Notes and, collectively with the Floating Rate Notes, the 2017 Notes), the terms of which are summarized in the table above. In 2016, we issued $5.0 billion aggregate principal amount of senior unsecured notes (the 2016 Notes) in a registered offering. We collectively refer to the 2017 Notes, 2016 Notes, and our senior unsecured notes issued in September 2015 (the 2015 Notes), in March and November 2014 (the 2014 Notes) and in March and December 2011 (the 2011 Notes) as our Senior Notes. Our Senior Notes, except for the Floating Rate Notes, may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum, as determined by an independent investment banker, of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the Treasury Rate, plus a make-whole premium as defined in the indenture. Our Senior Notes maturing after 2020 also have a call feature, exercisable at our option, to redeem the notes at par in whole or in part one to six months immediately preceding maturity. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption. We do not have the option to redeem any series of the Floating Rate Notes, in whole or in part, prior to the maturity date. In 2016, we repaid at maturity $700 million of principal balance related to the 2011 Notes. In the event of the occurrence of a change in control and a downgrade in the rating of our Senior Notes below investment grade by Moody’s Investors Service, Inc. and S&P Global Ratings, the holders may require us to purchase all or a portion of their notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest to the date of repurchase. We are required to comply with certain covenants under our Senior Notes and as of December 31, 2017 and 2016, we were not in violation of any covenants. We recognized $1.0 billion in 2017, $907 million in 2016, and $605 million in 2015 of interest expense on our Senior Notes related to the contractual coupon rates and amortization of the debt discount and issuance costs. Term Loan Facilities In September 2017, we entered into a $6.0 billion aggregate principal amount term loan facility credit agreement consisting of a $1.0 billion principal amount 364-day senior unsecured term loan facility, a $2.5 billion principal amount three-year senior unsecured term loan facility and a $2.5 billion principal amount five-year senior unsecured term loan facility (collectively, the Term Loan Facilities). In October 2017, we drew $6.0 billion principal amount on the Term Loan Facilities and used the proceeds to finance our acquisition of Kite. The Term Loan Facilities bear interest at floating rates based on LIBOR plus an applicable margin which will vary based on our debt ratings from Fitch Ratings, Inc., Moody’s Investors Service, Inc. and S&P Global Ratings. The 364-day senior unsecured term loan facility and three-year senior unsecured term loan facility will be due and payable at maturity. The five-year senior unsecured term loan facility will be payable in quarterly amounts equal to 2.5% of the initial principal amount of the five-year senior unsecured term loan facility on each fiscal quarter end date after the second anniversary of the closing date, with any remaining balance due and payable at maturity. We may prepay loans under the Term Loan Facilities in whole or in part at any time without premium or penalty. The Term Loan Facilities contain customary representations, warranties, affirmative, negative and financial maintenance covenants and events of default. As of December 31, 2017, we were not in violation of any covenants. In 2017, we repaid $1.5 billion of principal balance related to the three-year senior unsecured term loan facility and $311 million of our term loan facility issued in May 2016. Cash Bridge Facility In August 2017, we entered into a $9 billion principal amount 90-day senior unsecured term loan facility (the Cash Bridge Facility). The Cash Bridge Facility was terminated as a result of our issuance of the 2017 Notes and entering into the Term Loan Facilities in September 2017. No amounts were drawn under the Cash Bridge Facility. Convertible Senior Notes In July 2010, we issued $1.3 billion of Convertible Notes at par in a private placement. Concurrent with the issuance of the Convertible Notes, we purchased convertible note hedges and sold warrants in private transactions. In 2015 and 2016, portions of the Convertible Notes were converted and on May 1, 2016, the remainder matured. In 2016, we repaid an aggregate principal balance of $285 million, paid $956 million in cash related to the conversion spread of the Convertible Notes, which represented the conversion value in excess of the principal amount, received $956 million in cash from our convertible note hedges related to the Convertible Notes, and paid $469 million to settle the warrants as the average market price of our common stock exceeded the warrants’ exercise price. Credit Facilities In 2016, we terminated our five-year $1.3 billion revolving credit facility and entered into a $2.5 billion five-year revolving credit facility agreement maturing in May 2021 (the Five-Year Revolving Credit Agreement). The revolving credit facility can be used for working capital requirements and for general corporate purposes, including, without limitation, acquisitions. As of December 31, 2017 and 2016, there were no amounts outstanding under the Five-Year Revolving Credit Agreement. The Five-Year Revolving Credit Agreement contains customary representations, warranties, affirmative and negative covenants and events of default. At December 31, 2017, we were not in violation of any covenants. Loans under the Five-Year Revolving Credit Agreement bear interest at either (i) the Eurodollar Rate plus the Applicable Percentage, or (ii) the Base Rate plus the Applicable Percentage, each as defined in the Five-Year Revolving Credit Agreement. We may terminate or reduce the commitments, and may prepay any loans under the Five-Year Revolving Credit Agreement in whole or in part at any time without premium or penalty. Contractual Maturities of Financing Obligations As of December 31, 2017, the aggregate future principal maturities of financing obligations for each of the next five years, based on contractual due dates, are as follows (in millions):
|  | 2018 |  | 2019 |  | 2020 |  | 2021 |  | 2022
Contractual Maturities |  | $ | 2,750 |  |  | $ | 2,812 |  |  | $ | 3,750 |  |  | $ | 2,500 |  |  | $ | 3,438 |

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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/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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