XML 27 R14.htm IDEA: XBRL DOCUMENT v3.23.1
LONG-TERM DEBT AND LINES OF CREDIT
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
LONG-TERM DEBT AND LINES OF CREDIT LONG-TERM DEBT AND LINES OF CREDIT
As of March 31, 2023 and December 31, 2022, long-term debt consisted of the following:
March 31, 2023December 31, 2022
(in thousands)
3.750% senior notes due June 1, 2023
$550,845 $552,113 
4.000% senior notes due June 1, 2023
551,099 552,747 
1.500% senior notes due November 15, 2024
498,409 498,164 
2.650% senior notes due February 15, 2025
996,907 996,485 
1.200% senior notes due March 1, 2026
1,094,411 1,093,932 
4.800% senior notes due April 1, 2026
783,899 786,724 
2.150% senior notes due January 15, 2027
745,258 744,945 
4.950% senior notes due August 15, 2027
495,708 495,463 
4.450% senior notes due June 1, 2028
472,702 473,800 
3.200% senior notes due August 15, 2029
1,239,983 1,239,588 
5.300% senior notes due August 15, 2029
495,537 495,362 
2.900% senior notes due May 15, 2030
991,659 991,367 
2.900% senior notes due November 15, 2031
742,765 742,555 
5.400% senior notes due August 15, 2032
742,291 742,085 
4.150% senior notes due August 15, 2049
740,592 740,503 
5.950% senior notes due August 15, 2052
738,277 738,177 
4.875% senior notes due March 17, 2031
857,064 — 
1.000% convertible notes due August 15, 2029
1,447,292 1,445,225 
Revolving credit facility2,323,000 — 
Commercial paper notes1,048,620 — 
Finance lease liabilities30,871 32,435 
Other borrowings132,250 96,908 
Total long-term debt17,719,439 13,458,578 
Less current portion1,185,365 1,169,330 
Long-term debt, excluding current portion$16,534,074 $12,289,248 

The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At March 31, 2023, the unamortized discount on senior notes and convertible notes was $51.8 million, and unamortized debt issuance costs on senior notes and convertible notes were $89.2 million. At December 31, 2022, the unamortized discount on senior notes and convertible notes was $50.8 million and unamortized debt issuance costs on senior notes and convertible notes were $85.4 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets. At March 31, 2023 and December 31, 2022, unamortized debt issuance costs on the unsecured revolving credit facility were $22.3 million and $23.5 million, respectively.
At March 31, 2023, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):
Year Ending December 31,
2023$1,147,502 
2024554,394 
20251,009,577 
20261,860,108 
20274,635,269 
2028450,000 
2029 and thereafter8,117,160 
Total$17,774,010 

Senior Notes

On March 17, 2023, we issued €800 million aggregate principal amount of 4.875% senior unsecured notes due March 2031 and received net proceeds of €790.6 million, or $843.6 million based on the exchange rate on the issuance date. We issued the senior notes at a discount of $2.8 million, and we incurred debt issuance costs of $7.2 million, including underwriting fees, professional services fees and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet at March 31, 2023. Interest on the senior unsecured notes is payable annually in arrears on March 17 of each year, commencing March 17, 2024. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. The net proceeds from the offering were used for general corporate purposes.

Commercial Paper

In January 2023, we established a $2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue. Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions at the time of their issuance. The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes.

As of March 31, 2023, we had net borrowings under our commercial paper program of $1,048.6 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 5.87%. The commercial program is backstopped by our revolving credit agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility. As such, we could draw on the revolving credit facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt.

Fair Value of Long-Term Debt

As of March 31, 2023, our senior notes had a total carrying amount of $12.7 billion and an estimated fair value of $11.8 billion. The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy.

As of March 31, 2023, our convertible notes had a total carrying amount of $1.4 billion and an estimated fair value of $1.5 billion. The estimated fair value of our convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the valuation hierarchy.

The fair value of other long-term debt approximated its carrying amount at March 31, 2023.
Compliance with Covenants

The convertible notes include customary covenants and events of default for convertible notes of this type. The revolving credit agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default. The required leverage ratio was increased to 4.50 to 1.00 as a result of the qualifying acquisition of EVO, which will remain in effect for up to eight consecutive quarters with a gradual step-down to 3.75 to 1.00, and the required interest coverage ratio is 3.00 to 1.00. We were in compliance with all applicable covenants as of March 31, 2023.

Interest Expense

Interest expense was $119.0 million and $89.3 million for the three months ended March 31, 2023 and 2022, respectively.