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v3.22.1

Debt Facilities | 3 Months Ended
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Mar. 31, 2022
Debt Disclosure [Abstract] |
Debt Facilities | Debt Facilities Mortgage and Loans Payable As of March 31, 2022 and December 31, 2021, our mortgage and loans payable consisted of the following (in thousands):
| March 31, 2022 |  | December 31, 2021
Term loans | $ | 656,750 |  |  | $ | 549,697 |
Mortgage payable and loans payable | 66,280 |  |  | 68,691 |
| 723,030 |  |  | 618,388 |
Less amount representing unamortized debt discount and debt issuance cost | (1,078) |  |  | (354) |
Add amount representing unamortized mortgage premium | 1,564 |  |  | 1,630 |
| 723,516 |  |  | 619,664 |
Less current portion | (31,993) |  |  | (33,087) |
Total | $ | 691,523 |  |  | $ | 586,577 |
Senior Credit Facility and Refinancing In 2017, we entered into a credit agreement ("2017 Credit Agreement") with a group of lenders for a $3.0 billion credit facility ("2017 Credit Facilities"), comprised of a $2.0 billion senior unsecured multicurrency revolving credit facility ("2017 Revolving Facility") and an approximately $1.0 billion senior unsecured multicurrency term loan facility (the "2017 Term Loan Facility"). The credit agreement was subsequently amended to provide an additional senior unsecured term loan in Japanese Yen for approximately $424.7 million at the exchange rate effective on the transaction date. On May 17, 2021, we repaid our outstanding term loans in Swedish Krona and Japanese Yen under the 2017 Term Loan Facility for $285.4 million and $374.5 million in U.S. Dollars, respectively, at the exchange rates in effect on May 17, 2021 using a portion of the cash proceeds from the 2026 Notes, 2028 Notes, 2031 Notes, and 2052 Notes issuances as described below. On January 7, 2022, we entered into a credit agreement (the "2022 Credit Agreement") with a group of lenders for a senior unsecured credit facility, comprised of a $4.0 billion senior unsecured multicurrency revolving credit facility (the "2022 Revolving Facility") and a £500.0 million senior unsecured term loan facility (the "2022 Term Loan Facility" and, together with the 2022 Revolving Facility, collectively, the "2022 Credit Facilities"). The total debt issuance costs for the 2022 Revolving Facility and 2022 Term Loan Facility are $6.5 million and $0.8 million, respectively. We borrowed the full £500.0 million available under the 2022 Term Loan Facility, or approximately $676.9 million at the exchange rates in effect on that date. On that same day, using a portion of the proceeds from the 2022 Term Loan Facility, we prepaid in full all of the $549.6 million of indebtedness outstanding under the 2017 Term Loan Facility, at the exchange rates in effect on January 7, 2022 and terminated the 2017 Credit Agreement. In connection with the repayment and termination, we incurred an insignificant amount of loss on debt extinguishment. The remaining unamortized debt issuance costs of the 2017 Credit Facilities will continue to be amortized over the contract terms of the 2022 Credit Facilities. The 2022 Credit Facilities have a maturity date of January 7, 2027. We may borrow, repay and reborrow amounts under the 2022 Revolving Facility until the Maturity Date, at which time all amounts outstanding under the 2022 Revolving Facility must be repaid in full. The term loan made under the 2022 Term Loan Facility has no scheduled principal amortization and must be repaid in full on the maturity date. The 2022 Revolving Credit Facility provides for extensions of credit in U.S. Dollars as well as certain other foreign currencies. Borrowings under the 2022 Revolving Facility bear interest at a rate based on the daily Secured Overnight Financing Rate ("SOFR"), term SOFR, an alternative currency daily rate, or an alternative currency term rate plus a spread adjustment, plus a margin that can vary from 0.555% to 1.200%. Borrowings under the 2022 Term Loan Facility bear interest at a rate based on the daily Sterling Overnight Index Average ("SONIA"), plus a spread adjustment, plus a margin that can vary from 0.625% to 1.450%. We are also required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee is based on the same margin that applies from time to time to SOFR-indexed borrowings under the revolving credit line. The margin is dependent on either our consolidated net leverage ratio or our credit ratings. We are also required to pay a quarterly facility fee ranging from 0.07% to 0.25% per annum. The 2022 Credit Agreement contains customary covenants, including financial ratio covenants that are required to be maintained as of each quarter end. As of March 31, 2022 and December 31, 2021, the total amounts outstanding under the 2022 Term Loan Facility and 2017 Term Loan Facility, net of debt issuance costs, were $655.7 million and $549.3 million, respectively. This outstanding amount of $655.7 million as of March 31, 2022 was recorded as non-current liabilities as we do not expect to settle the liabilities within the year. As of March 31, 2022, we had 40 irrevocable letters of credit totaling $92.0 million issued and outstanding under the 2022 Revolving Facility, with approximately $3.9 billion remaining available to borrow under the 2022 Revolving Facility. Senior Notes As of March 31, 2022 and December 31, 2021, our senior notes consisted of the following (in thousands):
| March 31, 2022 |  | December 31, 2021
| Amount |  | Effective Rate |  | Amount |  | Effective Rate
2.625% Senior Notes due 2024 | $ | 1,000,000 |  |  | 2.79 | % |  | $ | 1,000,000 |  |  | 2.79 | %
1.250% Senior Notes due 2025 | 500,000 |  |  | 1.46 | % |  | 500,000 |  |  | 1.46 | %
1.000% Senior Notes Due 2025 | 700,000 |  |  | 1.18 | % |  | 700,000 |  |  | 1.18 | %
2.900% Senior Notes due 2026 | 600,000 |  |  | 3.04 | % |  | 600,000 |  |  | 3.04 | %
1.450% Senior Notes due 2026 | 700,000 |  |  | 1.64 | % |  | 700,000 |  |  | 1.64 | %
0.250% Euro Senior Notes due 2027 | 553,450 |  |  | 0.45 | % |  | 569,150 |  |  | 0.45 | %
1.800% Senior Notes due 2027 | 500,000 |  |  | 1.96 | % |  | 500,000 |  |  | 1.96 | %
1.550% Senior Notes due 2028 | 650,000 |  |  | 1.67 | % |  | 650,000 |  |  | 1.67 | %
2.000% Senior Notes due 2028 | 400,000 |  |  | 2.21 | % |  | 400,000 |  |  | 2.21 | %
3.200% Senior Notes due 2029 | 1,200,000 |  |  | 3.30 | % |  | 1,200,000 |  |  | 3.30 | %
2.150% Senior Notes due 2030 | 1,100,000 |  |  | 2.27 | % |  | 1,100,000 |  |  | 2.27 | %
2.500% Senior Notes due 2031 | 1,000,000 |  |  | 2.65 | % |  | 1,000,000 |  |  | 2.65 | %
1.000% Euro Senior Notes due 2033 | 664,140 |  |  | 1.18 | % |  | 682,980 |  |  | 1.18 | %
3.000% Senior Notes due 2050 | 500,000 |  |  | 3.09 | % |  | 500,000 |  |  | 3.09 | %
2.950% Senior Notes due 2051 | 500,000 |  |  | 3.00 | % |  | 500,000 |  |  | 3.00 | %
3.400% Senior Notes due 2052 | 500,000 |  |  | 3.50 | % |  | 500,000 |  |  | 3.50 | %
| 11,067,590 |  |  |  |  | 11,102,130 |  |  |
Less amount representing unamortized debt issuance cost | (113,758) |  |  |  |  | (117,986) |  |  |
| 10,953,832 |  |  |  |  | 10,984,144 |  |  |
Less current portion | — |  |  |  |  | — |  |  |
Total | $ | 10,953,832 |  |  |  |  | $ | 10,984,144 |  |  |
0.250% Euro Senior Notes due 2027 and 1.000% Euro Senior Notes due 2033 On March 10, 2021, we issued €500.0 million, or approximately $594.9 million in U.S. dollars, at the exchange rate in effect on March 10, 2021, aggregate principal amount of 0.250% senior notes due March 15, 2027 (the "2027 Euro Notes") and €600.0 million, or approximately $713.8 million in U.S. dollars, at the exchange rate in effect on March 10, 2021, aggregate principal amount of 1.000% senior notes due March 15, 2033 (the "2033 Euro Notes"). Interest on the notes is payable annually in arrears on March 15 of each year, commencing on March 15, 2022. Total debt issuance costs and debt discounts related to the 2027 Euro Notes and the 2033 Euro Notes were $7.0 million and $14.1 million, respectively. Redemption of 2.875% Euro Senior Notes due 2026 On March 24, 2021, using a portion of the net cash proceeds from the 2027 Euro Senior Notes and 2033 Euro Senior Notes, we redeemed the remaining outstanding 2.875% Euro Senior Notes due 2026 for $590.7 million in U.S. dollars, at the exchange rate in effect on March 24, 2021. In connection with the redemption, we incurred $13.2 million of loss on debt extinguishment, including $8.5 million in redemption premium that was paid in cash and $4.7 million related to the write-off of unamortized debt issuance costs, during the three months ended March 31, 2021. 1.450% Senior Notes due 2026, 2.000% Senior Notes due 2028, 2.500% Senior Notes due 2031 and 3.400% Senior Notes due 2052 On May 17, 2021, we issued $700.0 million aggregate principal amount of 1.450% senior notes due 2026 (the "2026 Notes"), $400.0 million aggregate principal amount of 2.000% senior notes due 2028 (the "2028 Notes"), $1.0 billion aggregate principal amount of 2.500% senior notes due 2031 (the "2031 Notes"), and $500.0 million aggregate principal amount of 3.400% senior notes due 2052 (the "2052 Notes"). Interest on the 2026, 2028 and 2031 notes are payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2021. Interest on the 2052 notes are payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. Total debt issuance costs and debt discounts related to the 2026 Notes, 2028 Notes, 2031 Notes and 2052 Notes were $6.4 million, $5.3 million, $13.0 million and $9.3 million, respectively. Redemption of 5.375% Senior Notes due 2027 On June 2, 2021, we redeemed all outstanding principal amount under the 5.375% Senior Notes due 2027 with a portion of the net cash proceeds from the issuance of the 2026 Notes, 2028 Notes, 2031 Notes, and 2052 Notes as described above. In connection with the redemption, we incurred $100.6 million of loss on debt extinguishment, including $90.7 million redemption premium that was paid in cash and $9.9 million related to the write-off of unamortized debt issuance costs. Maturities of Debt Instruments The following table sets forth maturities of our debt, including mortgage and loans payable, and senior notes, gross of debt issuance costs, debt discounts and debt premiums, as of March 31, 2022 (in thousands):
Years ending: |
2022 (9 months remaining) | $ | 30,403 |
2023 | 6,595 |
2024 | 1,006,193 |
2025 | 1,204,698 |
2026 | 1,304,832 |
Thereafter | 8,239,463 |
Total | $ | 11,792,184 |
Fair Value of Debt Instruments The following table sets forth the estimated fair values of our mortgage and loans payable and senior notes, including current maturities, as of (in thousands):
| March 31, 2022 |  | December 31, 2021
Mortgage and loans payable | $ | 761,651 |  |  | $ | 621,051 |
Senior notes | 10,051,629 |  |  | 11,049,834 |
The fair values of the mortgage and loans payable, which are not publicly traded, were estimated by considering our credit rating, current rates available to us for debt of the same remaining maturities and terms of the debt (Level 2). The fair value of the senior notes, which are traded in the public debt market, was based on quoted market prices (Level 1). Interest Charges The following table sets forth total interest costs incurred, and total interest costs capitalized for the periods presented (in thousands):
| Three Months Ended March 31, |  |
| 2022 |  | 2021 |  |  |  |
Interest expense | $ | 79,965 |  |  | $ | 89,681 |  |  |  |  |
Interest capitalized | 4,420 |  |  | 6,108 |  |  |  |  |
Interest charges incurred | $ | 84,385 |  |  | $ | 95,789 |  |  |  |  |
Total interest paid in cash, net of capitalized interest, during the three months ended March 31, 2022 and 2021 was $99.6 million and $94.9 million, respectively.

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