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Debt Facilities | 9 Months Ended
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Sep. 30, 2023
Debt Disclosure [Abstract] |
Debt Facilities | Debt Facilities Mortgage and Loans Payable As of September 30, 2023 and December 31, 2022, our mortgage and loans payable consisted of the following (in thousands):
| September 30, 2023 |  | December 31, 2022
Term loans | $ | 616,833 |  |  | $ | 619,090 |
Mortgage payable and loans payable | 29,780 |  |  | 34,527 |
| 646,613 |  |  | 653,617 |
Less amount representing unamortized debt discount and debt issuance cost | (777) |  |  | (1,062) |
| 645,836 |  |  | 652,555 |
Less current portion | (8,211) |  |  | (9,847) |
| $ | 637,625 |  |  | $ | 642,708 |
Senior Credit Facility and Refinancing 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 September 30, 2023 and December 31, 2022, the total amounts outstanding under the 2022 Term Loan Facility, net of debt issuance costs, were $608.8 million and $603.0 million, respectively. As of September 30, 2023, we had 51 irrevocable letters of credit totaling $79.4 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 September 30, 2023 and December 31, 2022, our senior notes consisted of the following (in thousands):
| September 30, 2023 |  | December 31, 2022
| 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 | 528,300 |  |  | 0.45 | % |  | 534,950 |  |  | 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 | %
2.875% Swiss Franc Senior Notes due 2028 | 327,546 |  |  | 3.07 | % |  | — |  |  | — | %
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 | %
3.900% Senior Notes due 2032 | 1,200,000 |  |  | 4.07 | % |  | 1,200,000 |  |  | 4.07 | %
1.000% Euro Senior Notes due 2033 | 633,960 |  |  | 1.18 | % |  | 641,940 |  |  | 1.18 | %
2.000% Japanese Yen Senior Notes Series A due 2035 | 251,872 |  |  | 2.07 | % |  | — |  |  | — | %
2.130% Japanese Yen Senior Notes Series C due 2035 | 99,009 |  |  | 2.20 | % |  | — |  |  | — | %
2.370% Japanese Yen Senior Notes Series B due 2043 | 68,436 |  |  | 2.42 | % |  | — |  |  | — | %
2.570% Japanese Yen Senior Notes Series D due 2043 | 30,773 |  |  | 2.62 | % |  | — |  |  | — | %
2.570% Japanese Yen Senior Notes Series E due 2043 | 66,899 |  |  | 2.62 | % |  | — |  |  | — | %
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 | %
| 13,056,795 |  |  |  |  | 12,226,890 |  |  |
Less amount representing unamortized debt issuance cost | (111,573) |  |  |  |  | (117,351) |  |  |
| $ | 12,945,222 |  |  |  |  | $ | 12,109,539 |  |  |
3.900% Senior Notes due 2032 On April 5, 2022, we issued $1.2 billion aggregate principal amount of 3.900% Senior Notes due 2032 (the "2032 Notes"). Interest on the 2032 Notes is payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2022. Debt issuance costs and debt discounts related to the 2032 Notes were $16.3 million. 2.000% Japanese Yen Senior Notes Series A due 2035, 2.370% Japanese Yen Senior Notes Series B due 2043, 2.130% Japanese Yen Senior Notes Series C due 2035, 2.570% Japanese Yen Senior Notes Series D due 2043 and 2.570% Japanese Yen Senior Notes Series E due 2043 On February 16, 2023, we issued ¥10.0 billion, or approximately $74.5 million in U.S. dollars, at the exchange rate in effect on that date, aggregate principal amount of 2.570% senior notes due March 8, 2043 (the "2043 Japanese Yen Series E Notes"). On March 8, 2023, and at the exchange rate in effect on that date, we issued ¥37.7 billion, or approximately $274.7 million in U.S. dollars, aggregate principal amount of 2.000% senior notes due March 8, 2035 (the "2035 Japanese Yen Series A Notes"), ¥10.2 billion, or approximately $74.6 million in U.S. dollars, aggregate principal amount of 2.370% senior notes due March 8, 2043 (the "2043 Japanese Yen Series B Notes"), ¥14.8 billion, or approximately $107.9 million in U.S. dollars, aggregate principal amount of 2.130% senior notes due March 8, 2035 (the "2035 Japanese Yen Series C Notes") and ¥4.6 billion, or approximately $33.5 million in U.S. dollars, aggregate principal amount of 2.570% senior notes due March 8, 2043 (the "2043 Japanese Yen Series D Notes"). Interest on the notes is payable semi-annually in arrears on March 8 and September 8 of each year, commencing on September 8, 2023. Total debt issuance costs related to the 2035 Japanese Yen Series A Notes, the 2043 Japanese Yen Series B Notes, the 2035 Japanese Yen Series C Notes, the 2043 Japanese Yen Series D Notes and the 2043 Japanese Yen Series E Notes were $2.0 million, $0.6 million, $0.8 million, $0.3 million and $0.6 million, respectively. 2.875% Swiss Franc Senior Notes due 2028 On September 12, 2023, we issued CHF300.0 million, or approximately $336.9 million in U.S. dollars, at the exchange rate in effect on that date, aggregate principal amount of 2.875% senior notes due September 12, 2028 (the "2028 CHF Notes"). Interest on the notes is payable annually in arrears on September 12 of each year, commencing on September 12, 2024. Total debt issuance costs related to the 2028 CHF Notes were $3.0 million. 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 and debt discounts, as of September 30, 2023 (in thousands):
Years ending: |
2023 (3 months remaining) | $ | 2,129 |
2024 | 1,007,758 |
2025 | 1,206,548 |
2026 | 1,306,348 |
2027 | 1,642,825 |
Thereafter | 8,537,800 |
Total | $ | 13,703,408 |
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 (in thousands):
|  | September 30, 2023 |  | December 31, 2022
|  | Fair Value |  | Fair Value Measurement Using |  | Fair Value |  | Fair Value Measurement Using
|  | Level 1 |  | Level 2 |  |  | Level 1 |  | Level 2
Mortgage and loans payable |  | $ | 657,705 |  |  | $ | — |  |  | $ | 657,705 |  |  | $ | 666,387 |  |  | $ | — |  |  | $ | 666,387 |
Senior notes |  | 10,917,739 |  |  | 10,398,907 |  |  | 518,832 |  |  | 10,196,933 |  |  | 10,196,933 |  |  | — |
The inputs used to estimate the fair value of debt instruments include: •Level 1: quoted market prices; and •Level 2: our credit rating and current prices of similar debt instruments that are publicly traded. 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 September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Interest expense | $ | 101,385 |  |  | $ | 91,346 |  |  | $ | 298,839 |  |  | $ | 262,137 |
Interest capitalized | 6,699 |  |  | 5,512 |  |  | 18,635 |  |  | 14,267 |
Interest charges incurred | $ | 108,084 |  |  | $ | 96,858 |  |  | $ | 317,474 |  |  | $ | 276,404 |
Total interest paid in cash, net of capitalized interest, during the three months ended September 30, 2023 and 2022 was $90.5 million and $85.9 million, respectively. Total interest paid in cash, net of capitalized interest, during the nine months ended September 30, 2023 and 2022 was $316.6 million and $287.4 million, 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://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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