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Debt | 3 Months Ended
--- | ---
Mar. 31, 2024
Debt Disclosure [Abstract] |
Debt | Debt The following table summarizes the carrying value of our outstanding debt as of the dates indicated (in millions, except percentages):
|  | Coupon Rate |  | March 31, 2024 |  | Effective Interest Rate |  | December 31, 2023 |  | Effective Interest Rate
Long-Term Debt |  |  |  |  |  |  |  |  |  |
Senior Notes: |  |  |  |  |  |  |  |  |  |
Senior notes due 2024 |  | 3.450 | % |  | $ | 750 |  |  | 3.531 | % |  | $ | 750 |  |  | 3.531 | %
Senior notes due 2025 |  | 1.900 | % |  | 800 |  |  | 1.803 | % |  | 800 |  |  | 1.803 | %
Senior notes due 2025 |  | 5.900 | % |  | 425 |  |  | 6.036 | % |  | 425 |  |  | 6.036 | %
Senior notes due 2026 |  | 1.400 | % |  | 750 |  |  | 1.252 | % |  | 750 |  |  | 1.252 | %
Senior notes due 2027 |  | 3.600 | % |  | 850 |  |  | 3.689 | % |  | 850 |  |  | 3.689 | %
Senior notes due 2027 |  | 5.950 | % |  | 300 |  |  | 6.064 | % |  | 300 |  |  | 6.064 | %
Senior notes due 2030 |  | 2.700 | % |  | 950 |  |  | 2.623 | % |  | 950 |  |  | 2.623 | %
Senior notes due 2031 |  | 2.600 | % |  | 750 |  |  | 2.186 | % |  | 750 |  |  | 2.186 | %
Senior notes due 2032 |  | 6.300 | % |  | 425 |  |  | 6.371 | % |  | 425 |  |  | 6.371 | %
Senior notes due 2042 |  | 4.000 | % |  | 750 |  |  | 4.114 | % |  | 750 |  |  | 4.114 | %
Senior notes due 2051 |  | 3.650 | % |  | 1,000 |  |  | 2.517 | % |  | 1,000 |  |  | 2.517 | %
Total senior notes |  |  |  | 7,750 |  |  |  |  | 7,750 |  |  |
Hedge accounting fair value adjustments (1) |  |  |  | 1 |  |  |  |  | 2 |  |  |
Unamortized premium/(discount) and debt issuance costs |  |  |  | (27) |  |  |  |  | (29) |  |  |
Less: Current portion of long-term debt |  |  |  | (1,550) |  |  |  |  | (750) |  |  |
Total long-term debt |  |  |  | 6,174 |  |  |  |  | 6,973 |  |  |
Short-Term Debt |  |  |  |  |  |  |  |  |  |
Current portion of long-term debt |  |  |  | 1,550 |  |  |  |  | 750 |  |  |
Unamortized premium/(discount) and debt issuance costs |  |  |  | 1 |  |  |  |  | — |  |  |
Total short-term debt |  |  |  | 1,551 |  |  |  |  | 750 |  |  |
Total Debt |  |  |  | $ | 7,725 |  |  |  |  | $ | 7,723 |  |  |
(1) Includes the fair value adjustments to debt associated with terminated interest rate swaps which are being recorded as a reduction to interest expense over the remaining term of the related notes. Senior Notes In January 2023, we redeemed the $1.2 billion aggregate principal amount of our previously outstanding floating rate and 2.750% senior notes due 2023. Total cash consideration paid was $1.2 billion, as the redemption price was equal to 100% of the principal amount. In addition, we paid accrued and unpaid interest on the principal amount. We may redeem some or all of the notes of each series at any time and from time to time prior to their maturity, generally at a make-whole redemption price, plus accrued and unpaid interest. If a change of control triggering event (as defined in the applicable series of notes) occurs with respect to the 3.450% notes due 2024, the 1.900% notes due 2025, the 5.900% notes due 2025, the 1.400% notes due 2026, the 3.600% notes due 2027, the 5.950% notes due 2027, the 2.700% notes due 2030, the 2.600% notes due 2031, the 6.300% notes due 2032, the 4.000% notes due 2042, or the 3.650% notes due 2051, we must, subject to certain exceptions, offer to repurchase all of the notes of the applicable series at a price equal to 101% of the principal amount, plus accrued and unpaid interest. The indenture pursuant to which the senior notes were issued includes customary covenants that, among other things and subject to exceptions, limit our ability to incur, assume or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to specified properties, and also includes customary events of default with customary grace periods in certain circumstances, including payment defaults and bankruptcy-related defaults. The effective interest rates for our senior notes include the interest payable, the amortization of debt issuance costs and the amortization of any original issue discount and premium on these senior notes. Interest on these senior notes is payable either quarterly or semiannually. Interest expense associated with these senior notes, including amortization of debt issuance costs, was approximately $65 million during the three months ended March 31, 2024 compared to $67 million during the same period in 2023. As of both March 31, 2024 and December 31, 2023, the estimated fair value of these senior notes, using Level 2 inputs, was approximately $7.1 billion. Commercial Paper We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. As of March 31, 2024 and December 31, 2023, there were no commercial paper notes outstanding. Credit Agreement In March 2020, we entered into a credit agreement that provided for an unsecured $2 billion five-year credit facility (the “Prior Credit Agreement”). In January 2024, we terminated the Prior Credit Agreement and entered into a new credit agreement (the “Credit Agreement”) that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the Credit Agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and will bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. As of March 31, 2024, no borrowings were outstanding under our $2 billion Credit Agreement. However, as described above, we have an up to $1.5 billion commercial paper program and are required to maintain available borrowing capacity under our Credit Agreement in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they become due, in an aggregate amount of $1.5 billion. As of March 31, 2024, no borrowings were outstanding under our commercial paper program; therefore, $2 billion of borrowing capacity was available for other purposes permitted by the Credit Agreement, subject to customary conditions to borrowing. The Credit Agreement includes a covenant limiting our consolidated leverage ratio to no more than 4.0:1.0, subject to, upon the occurrence of a qualified material acquisition, if so elected by us, a step-up to 4.5:1.0 for the four fiscal quarters completed following such qualified material acquisition. The Credit Agreement includes customary events of default, with corresponding grace periods in certain circumstances, including payment defaults, cross-defaults and bankruptcy-related defaults. In addition, the Credit Agreement contains customary affirmative and negative covenants, including restrictions regarding the incurrence of liens and subsidiary indebtedness, in each case, subject to customary exceptions. The Credit Agreement also contains customary representations and warranties. We were in compliance with all financial covenants in our outstanding debt instruments during the three months ended March 31, 2024.

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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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