XML 60 R21.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Debt Facilities | 12 Months Ended
--- | ---
Dec. 31, 2023
Debt Disclosure [Abstract] |
Debt Facilities | Debt Facilities Mortgage and Loans Payable As of December 31, 2023 and 2022, our mortgage and loans payable consisted of the following (in thousands):
| 2023 |  | 2022
Term loans | $ | 642,657 |  |  | $ | 619,090 |
Mortgage payable and loans payable | 29,037 |  |  | 34,527 |
| 671,694 |  |  | 653,617 |
Less amount representing unamortized debt discount and debt issuance cost | (726) |  |  | (1,062) |
| 670,968 |  |  | 652,555 |
Less current portion | (7,705) |  |  | (9,847) |
| $ | 663,263 |  |  | $ | 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 indebtedness outstanding of $549.6 million, at the exchange rates in effect on January 7, 2022, related to an approximately $1.0 billion senior unsecured multicurrency term loan facility entered in 2017 and terminated the related 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 repaid facility 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 December 31, 2023 and 2022, the total amounts outstanding under the 2022 Term Loan Facility, net of debt issuance costs, were $636.2 million and $603.0 million, respectively. As of December 31, 2023, we had 51 irrevocable letters of credit totaling $84.2 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 Our senior notes consisted of the following as of December 31 (in thousands):
|  |  |  |  |  | 2023 |  | 2022
Senior Notes |  | Issuance Date |  | Maturity Date |  | Amount |  | Effective Rate |  | Amount |  | Effective Rate
2.625% Senior Notes due 2024 |  | November 2019 |  | November 2024 |  | $ | 1,000,000 |  |  | 2.79 | % |  | $ | 1,000,000 |  |  | 2.79 | %
1.250% Senior Notes due 2025 |  | June 2020 |  | July 2025 |  | 500,000 |  |  | 1.46 | % |  | 500,000 |  |  | 1.46 | %
1.000% Senior Notes due 2025 |  | October 2020 |  | September 2025 |  | 700,000 |  |  | 1.18 | % |  | 700,000 |  |  | 1.18 | %
2.900% Senior Notes due 2026 |  | November 2019 |  | November 2026 |  | 600,000 |  |  | 3.04 | % |  | 600,000 |  |  | 3.04 | %
1.450% Senior Notes due 2026 |  | May 2021 |  | May 2026 |  | 700,000 |  |  | 1.64 | % |  | 700,000 |  |  | 1.64 | %
0.250% Euro Senior Notes due 2027 |  | March 2021 |  | March 2027 |  | 552,050 |  |  | 0.45 | % |  | 534,950 |  |  | 0.45 | %
1.800% Senior Notes due 2027 |  | June 2020 |  | July 2027 |  | 500,000 |  |  | 1.96 | % |  | 500,000 |  |  | 1.96 | %
1.550% Senior Notes due 2028 |  | October 2020 |  | March 2028 |  | 650,000 |  |  | 1.67 | % |  | 650,000 |  |  | 1.67 | %
2.000% Senior Notes due 2028 |  | May 2021 |  | May 2028 |  | 400,000 |  |  | 2.21 | % |  | 400,000 |  |  | 2.21 | %
2.875% Swiss Franc Senior Notes due 2028 |  | September 2023 |  | September 2028 |  | 356,633 |  |  | 3.05 | % |  | — |  |  | — | %
3.200% Senior Notes due 2029 |  | November 2019 |  | November 2029 |  | 1,200,000 |  |  | 3.30 | % |  | 1,200,000 |  |  | 3.30 | %
2.150% Senior Notes due 2030 |  | June 2020 |  | July 2030 |  | 1,100,000 |  |  | 2.27 | % |  | 1,100,000 |  |  | 2.27 | %
2.500% Senior Notes due 2031 |  | May 2021 |  | May 2031 |  | 1,000,000 |  |  | 2.65 | % |  | 1,000,000 |  |  | 2.65 | %
3.900% Senior Notes due 2032 |  | April 2022 |  | April 2032 |  | 1,200,000 |  |  | 4.07 | % |  | 1,200,000 |  |  | 4.07 | %
1.000% Euro Senior Notes due 2033 |  | March 2021 |  | March 2033 |  | 662,460 |  |  | 1.18 | % |  | 641,940 |  |  | 1.18 | %
2.000% Japanese Yen Series A Notes due 2035 |  | March 2023 |  | March 2035 |  | 266,888 |  |  | 2.07 | % |  | — |  |  | — | %
2.130% Japanese Yen Series C Notes due 2035 |  | March 2023 |  | March 2035 |  | 104,911 |  |  | 2.20 | % |  | — |  |  | — | %
2.370% Japanese Yen Series B Notes due 2043 |  | March 2023 |  | March 2043 |  | 72,516 |  |  | 2.42 | % |  | — |  |  | — | %
2.570% Japanese Yen Series D Notes due 2043 |  | March 2023 |  | March 2043 |  | 32,608 |  |  | 2.62 | % |  | — |  |  | — | %
2.570% Japanese Yen Series E Notes due 2043 |  | February 2023 |  | March 2043 |  | 70,886 |  |  | 2.62 | % |  | — |  |  | — | %
3.000% Senior Notes due 2050 |  | June 2020 |  | July 2050 |  | 500,000 |  |  | 3.09 | % |  | 500,000 |  |  | 3.09 | %
2.950% Senior Notes due 2051 |  | October 2020 |  | September 2051 |  | 500,000 |  |  | 3.00 | % |  | 500,000 |  |  | 3.00 | %
3.400% Senior Notes due 2052 |  | May 2021 |  | February 2052 |  | 500,000 |  |  | 3.50 | % |  | 500,000 |  |  | 3.50 | %
|  |  |  |  |  | 13,168,952 |  |  |  |  | 12,226,890 |  |  |
Less amount representing unamortized debt discount and debt issuance cost |  | (108,026) |  |  |  |  | (117,351) |  |  |
|  |  |  |  |  | 13,060,926 |  |  |  |  | 12,109,539 |  |  |
Less current portion |  |  |  |  |  | (998,580) |  |  |  |  | — |  |  |
|  |  |  |  |  | $ | 12,062,346 |  |  |  |  | $ | 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 (collectively, the "Japanese Yen Senior Notes") 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. All of our senior notes are unsecured and rank equal in right of payment to our existing or future senior indebtedness and senior in right of payment to our existing and future subordinated indebtedness. Interest on the senior notes is paid semi-annually in arrears, with the exception of our Euro senior notes and Swiss Franc notes which are paid annually in arrears. The senior notes are effectively subordinated to all of the existing and future secured debt, including debt outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing such debt. They are also structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of any of our subsidiaries. Each series of senior notes is governed by an indenture and a supplemental indenture, or a purchase agreement between us and a trustee or a note registrar. These supplemental indentures contain covenants that limit our ability and the ability of our subsidiaries to, among other things: •incur liens; •enter into sale-leaseback transactions; and •merge or consolidate with any other person. As of December 31, 2023, we are in compliance with all covenants. Subject to compliance with the limitations described above, we may issue an unlimited principal amount of additional notes at later dates under the same indenture as the senior notes. We are not required to make any mandatory redemption with respect to the senior notes; however, upon the event of a change in control, we may be required to offer to purchase the senior notes. Optional Redemption With respect to the rest of the Notes listed below, we may redeem at our election, at any time or from time to time, some or all of the notes of any series before they mature. The redemption price will equal the sum of (1) an amount equal to one hundred percent (100%) of the principal amount of the notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date and (2) a make-whole premium. If the Notes are redeemed on or after the First Par Call Date listed in the table below, the redemption price will not include a make-whole premium for the applicable notes.
Senior Notes Description |  | First Par Call Date |  |
2.625% Senior Notes due 2024 |  | October 18, 2024 |  |
1.250% Senior Notes due 2025 |  | June 15, 2025 |  |
1.000% Senior Notes due 2025 |  | August 15, 2025 |  |
1.450% Senior Notes due 2026 |  | April 15, 2026 |  |
2.900% Senior Notes due 2026 |  | September 18, 2026 |  |
0.250% Euro Senior Notes due 2027 |  | January 15, 2027 |  |
1.800% Senior Notes due 2027 |  | May 15, 2027 |  |
1.550% Senior Notes due 2028 |  | January 15, 2028 |  |
2.000% Senior Notes due 2028 |  | March 15, 2028 |  |
2.875% Swiss Franc Senior Notes due 2028 |  | June 12, 2028 |  |
3.200% Senior Notes due 2029 |  | August 18, 2029 |  |
2.150% Senior Notes due 2030 |  | April 15, 2030 |  |
2.500% Senior Notes due 2031 |  | February 15, 2031 |  |
3.900% Senior Notes due 2032 |  | January 15, 2032 |  |
1.000% Euro Senior Notes due 2033 |  | December 15, 2032 |  |
2.000% Japanese Yen Series A Notes due 2035 |  | March 8, 2035 |  |
2.130% Japanese Yen Series C Notes due 2035 |  | March 8, 2035 |  |
2.370% Japanese Yen Series B Notes due 2043 |  | March 8, 2043 |  |
2.570% Japanese Yen Series D Notes due 2043 |  | March 8, 2043 |  |
2.570% Japanese Yen Series E Notes due 2043 |  | March 8, 2043 |  |
3.000% Senior Notes due 2050 |  | January 15, 2050 |  |
2.950% Senior Notes due 2051 |  | March 15, 2051 |  |
3.400% Senior Notes due 2052 |  | August 15, 2051 |  |
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 December 31, 2023 (in thousands):
Years ending: |
2024 | $ | 1,007,704 |
2025 | 1,206,322 |
2026 | 1,306,171 |
2027 | 1,694,016 |
2028 | 1,411,523 |
Thereafter | 7,214,910 |
| $ | 13,840,646 |
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 December 31 (in thousands):
| 2023 |  | 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 | $ | 684,222 |  |  | $ | — |  |  | $ | 684,222 |  |  | $ | 666,387 |  |  | $ | — |  |  | $ | 666,387 |
Senior notes | 11,739,401 |  |  | 11,165,781 |  |  | 573,620 |  |  | 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 years ended December 31 (in thousands):
| 2023 |  | 2022 |  | 2021
Interest expense | $ | 402,022 |  |  | $ | 356,337 |  |  | $ | 336,082 |
Interest capitalized | 25,971 |  |  | 18,152 |  |  | 24,505 |
Interest charges incurred | $ | 427,993 |  |  | $ | 374,489 |  |  | $ | 360,587 |
Total interest paid in cash, net of capitalized interest, during the years ended December 31, 2023, 2022 and 2021 was $445.5 million, $412.1 million and $401.9 million, respectively.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration