XML 24 R13.htm IDEA: XBRL DOCUMENT v3.25.1
LONG-TERM DEBT AND LINES OF CREDIT
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
LONG-TERM DEBT AND LINES OF CREDIT LONG-TERM DEBT AND LINES OF CREDIT
As of March 31, 2025 and December 31, 2024, long-term debt consisted of the following:
March 31, 2025December 31, 2024
(in thousands)
2.650% senior notes due February 15, 2025
$— $999,791 
1.200% senior notes due March 1, 2026
1,098,243 1,097,764 
4.800% senior notes due April 1, 2026
761,300 764,125 
2.150% senior notes due January 15, 2027
747,759 747,447 
4.950% senior notes due August 15, 2027
497,670 497,425 
4.450% senior notes due June 1, 2028
463,914 465,012 
3.200% senior notes due August 15, 2029
1,243,109 1,242,715 
5.300% senior notes due August 15, 2029
496,937 496,762 
2.900% senior notes due May 15, 2030
994,001 993,708 
2.900% senior notes due November 15, 2031
744,443 744,233 
5.400% senior notes due August 15, 2032
743,936 743,730 
4.150% senior notes due August 15, 2049
741,304 741,215 
5.950% senior notes due August 15, 2052
739,075 738,975 
4.875% senior notes due March 17, 2031
857,957 820,952 
1.000% convertible notes due August 15, 2029
1,463,828 1,461,761 
1.500% convertible notes due March 1, 2031
1,971,784 1,970,577 
Revolving credit facility1,528,000 1,500,000 
Commercial paper notes868,773 — 
Finance lease liabilities16,665 16,382 
Other borrowings216,131 197,793 
Total long-term debt16,194,829 16,240,367 
Less current portion1,180,408 1,075,708 
Long-term debt, excluding current portion$15,014,421 $15,164,659 

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, 2025, the unamortized discount on senior notes and convertible notes was $36.7 million, and unamortized debt issuance costs on senior notes and convertible notes were $88.6 million. At December 31, 2024, the unamortized discount on senior notes and convertible notes was $38.5 million, and unamortized debt issuance costs on senior notes and convertible notes were $92.8 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets in our consolidated balance sheets. At March 31, 2025 and December 31, 2024, unamortized debt issuance costs on the unsecured revolving credit facility were $12.2 million and $13.4 million, respectively.
At March 31, 2025, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):
Year Ending December 31,
2025$62,692 
20261,932,615 
20273,692,372 
2028467,701 
20293,253,411 
20301,004,112 
2031 and thereafter5,865,304 
Total$16,278,207 

Convertible Notes

1.500% Convertible Notes due March 1, 2031

We have $2.0 billion in aggregate principal amount of 1.500% convertible unsecured senior notes due March 2031, which were issued in 2024 through a private placement. The net proceeds from this offering were approximately $1.97 billion reflecting debt issuance costs of $33.5 million, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance sheets. Interest on the convertible notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.

In connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and other financial institutions to cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes. The economic effect of the capped call transactions is to hedge the potential dilutive effect upon the conversion of the notes, or offset our cash obligation if the cash settlement option is elected, for amounts in excess of the principal amount of converted notes subject to a cap. The price of the capped call transactions was $228.90 per share. The capped call transactions met the accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives. The cost of $256.3 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity for the three months ended March 31, 2024, net of applicable income taxes.

1.000% Convertible Notes due August 15, 2029

We also have $1.5 billion in aggregate principal amount of 1.000% convertible notes due August 2029, which were issued during 2022 in a private placement pursuant to an investment agreement with Silver Lake Partners. Interest on the convertible notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023, to the holders of record on the preceding February 1 and August 1, respectively. The convertible notes mature on August 15, 2029, subject to earlier conversion or repurchase. The notes, which are currently convertible, are presented within long-term debt in our consolidated balance sheets based on our intent and ability to refinance on a long-term basis should a conversion event occur.

Revolving Credit Facility

Our credit agreement provides for an unsubordinated unsecured $5.75 billion revolving credit facility that matures in August 2027. As of March 31, 2025, there were borrowings of $1.5 billion outstanding under the revolving credit facility with an interest rate of 5.8%, and the total available commitments under the revolving credit facility were $3.3 billion.
Commercial Paper

We have 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, 2025, we had net borrowings under our commercial paper program of $868.8 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 5.0%. The commercial paper program is backstopped by our 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, 2025, our senior notes had a total carrying amount of $10.1 billion and an estimated fair value of $9.7 billion. As of March 31, 2025, our 1.500% convertible notes due March 1, 2031 had a total carrying amount of $2.0 billion and an estimated fair value of $1.9 billion. The estimated fair values of our senior notes and 1.500% convertible senior notes were based on quoted market prices in active markets and are considered to be Level 1 measurements of the fair value hierarchy.

As of March 31, 2025, our 1.000% convertible notes due August 15, 2029 had a total carrying amount of $1.5 billion and an estimated fair value of $1.5 billion. The estimated fair value of our 1.000% convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.

The fair value of other long-term debt approximated its carrying amount at March 31, 2025.

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. As of March 31, 2025, the required leverage ratio was 4.00 to 1.00, and the required interest coverage ratio was 3.00 to 1.00. The required leverage ratio will step-down to 3.75 to 1.00 as of June 30, 2025. We were in compliance with all applicable covenants as of March 31, 2025.

Interest Expense

Interest expense was $146.7 million and $160.8 million for the three months ended March 31, 2025 and 2024, respectively.