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Debt | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt Convertible Senior Notes In May 2025, the Company issued $1,725.0 million in principal amount of convertible senior notes due 2033 and entered into related convertible note hedge and warrant transactions. The Company intends to use a portion of the net proceeds to repay at maturity its $1,150.0 million outstanding aggregate principal amount of convertible senior notes due in 2027. Including the May 2025 issuance of $1,725.0 million in principal amount of convertible senior notes, the Company has three convertible senior notes ("2033 Notes", "2029 Notes" and "2027 Notes") outstanding with a par value totaling $4,140.0 million (collectively, the "Notes") that are senior unsecured obligations of the Company and bear interest payable semi-annually in arrears. The following table summarizes further details of the Notes:
Notes |  | Issuance Date |  | Maturity Date |  | Principal Amount (in thousands) |  | Coupon Interest Rate |  | Effective Interest Rate
2033 Notes |  | May 19, 2025 |  | May 15, 2033 | (1) |  | $ | 1,725,000 |  |  | 0.250 | % |  | 0.483 | %
2029 Notes |  | August 18, 2023 |  | February 15, 2029 |  |  | $ | 1,265,000 |  |  | 1.125 | % |  | 1.388 | %
2027 Notes |  | August 16, 2019 |  | September 1, 2027 |  |  | $ | 1,150,000 |  |  | 0.375 | % |  | 0.539 | %
(1) Holders of the 2033 Notes have the right to require the Company to repurchase for cash all or a portion of their 2033 Notes on May 15, 2031 if the last reported sale price of the Company’s common stock on the trading day immediately preceding the business day immediately preceding May 15, 2031 is less than the conversion price per share. The repurchase price will be equal to 100% of the principal amount of the 2033 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the optional repurchase date. Additionally, on May 1, 2025, the Company repaid $1,150.0 million in par value of convertible senior notes that matured (“2025 Notes”). The 2025 Notes were senior unsecured obligations of the Company and bore interest at 0.125%. Conversion Rights of the Notes At their option, holders may exercise the conversion right of the respective Notes at the following specified times and rates to receive the principal amount in cash and receive any amount in excess of the principal amount in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. Prior to the close of business on the business day immediately preceding the conversion date, as noted in the table below, under the following circumstances a holder may exercise their conversion right: •during any calendar quarter commencing after the calendar quarter ended September 30, 2025 for the 2033 Notes, December 31, 2023 for the 2029 Notes and December 31, 2019 for the 2027 Notes (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; •during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the respective Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or •upon the occurrence of specified corporate events. On or after the respective conversion date, as noted in the table below, holders may convert all or any portion of their respective Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. If the Company undergoes a fundamental change at any time prior to the maturity date, holders of the Notes will have the right, at their option, to require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. The conversion rights for the outstanding Notes as of June 30, 2025 are as follows:
Notes |  | Conversion Date |  | Conversion Rate (1) |  | Conversion Price per Share (1) |  |
2033 Notes |  | January 15, 2033 |  | 10.7513 |  | $ | 93.01 |  |  |
2029 Notes |  | October 15, 2028 |  | 7.9170 |  | $ | 126.31 |  |  |
2027 Notes |  | May 1, 2027 |  | 8.6073 |  | $ | 116.18 |  |  |
(1) The conversion rate for the Notes is established as a number of shares of the Company's commons stock per $1,000 principal amount of the Notes, that is equivalent to the conversion price per share, subject to adjustments in certain events. Upon the occurrence of certain corporate events the Company will increase the conversion rate for a holder that elects to convert its Notes. Components and Fair Value of the Notes The Notes consisted of the following components as of June 30, 2025 and December 31, 2024 (in thousands):
| 2033 Notes |  | 2029 Notes |  | 2027 Notes |  | 2025 Notes |  | Total
As of June 30, 2025 |  |  |  |  |  |  |  |  |
Principal | $ | 1,725,000 |  |  | $ | 1,265,000 |  |  | $ | 1,150,000 |  |  | $ | — |  |  | $ | 4,140,000 |
Less: issuance costs, net of amortization | (23,237) |  |  | (11,776) |  |  | (4,010) |  |  | — |  |  | (39,023) |
Net carrying amount | $ | 1,701,763 |  |  | $ | 1,253,224 |  |  | $ | 1,145,990 |  |  | $ | — |  |  | $ | 4,100,977 |
Estimated fair value (1) | $ | 1,783,184 |  |  | $ | 1,200,498 |  |  | $ | 1,117,593 |  |  | $ | — |  |  | $ | 4,101,275 |
As of December 31, 2024 |  |  |  |  |  |  |  |  |
Principal | $ | — |  |  | $ | 1,265,000 |  |  | $ | 1,150,000 |  |  | $ | 1,150,000 |  |  | $ | 3,565,000 |
Less: issuance costs, net of amortization | — |  |  | (13,354) |  |  | (4,951) |  |  | (884) |  |  | (19,189) |
Net carrying amount | $ | — |  |  | $ | 1,251,646 |  |  | $ | 1,145,049 |  |  | $ | 1,149,116 |  |  | $ | 3,545,811 |
Estimated fair value (1) | $ | — |  |  | $ | 1,239,068 |  |  | $ | 1,155,865 |  |  | $ | 1,219,345 |  |  | $ | 3,614,278 |
(1) The fair values were determined based on the quoted prices of the Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 within the fair value hierarchy. Note Hedges and Warrants To minimize the impact of potential dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock concurrently with each respective note issuance month. The note hedge transactions cover an approximate number of shares of the Company’s common stock at a strike price that corresponds to the conversion prices for the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The note hedge transactions expire upon the respective maturity dates of the Notes. The Company determined that the note hedges meet the definition of a derivative and are classified in stockholders’ equity, as the note hedges are indexed to the Company's common stock, and the Company, at its election, may receive cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock. The Company recorded the purchase of the hedges as a decrease to additional paid-in capital. The Company does not recognize subsequent changes in fair value of the note hedges in its interim condensed consolidated financial statements. Separately, the Company also entered into warrant transactions concurrently with each of the note issuances, whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, shares of the Company’s common stock at a predetermined strike price per share. The convertible note hedge and warrant transactions will generally have the effect of increasing the conversion price of each of the Notes to the respective strike price related to the warrant transactions. The Company determined that the warrants meet the definition of a derivative and are classified in stockholders’ equity, as the warrants are indexed to the Company's common stock, and the Company, at its election, may pay or deliver to holders cash or shares of the Company's common stock. The Company recorded the proceeds from the issuance of the warrants as an increase to additional paid-in capital. The Company does not recognize subsequent changes in fair value of the warrants in its interim condensed consolidated financial statements. The following table summarizes the main terms impacting the note hedges and warrants (in thousands, except per share data):
| 2033 Notes |  | 2029 Notes |  | 2027 Notes |  |
Note hedge transaction costs | $ | 605,820 |  |  | $ | 236,555 |  |  | $ | 312,225 |  |  |
Shares covered by note hedge transactions | 18,546 |  |  | 10,015 |  |  | 9,898 |  |  |
Shares related to warrant transactions | 18,546 |  |  | 10,015 |  |  | 9,898 |  |  |
Strike price per share related to warrant transactions | $ | 155.02 |  |  | $ | 180.44 |  |  | $ | 178.74 |  |  |
Aggregate proceeds from sale of warrants | $ | 330,855 |  |  | $ | 90,195 |  |  | $ | 185,150 |  |  |
With the issuance of the 2025 Notes, the Company previously entered into related hedge and warrant transactions. The hedges have expired. The warrants for 12.1 million shares of the Company’s common stock at a strike price of approximately $149.18 per share that resulted in aggregate proceeds of $119.9 million expire during the fourth quarter of 2025. Revolving Credit Facilities In January 2025, the Company entered into a $150.0 million uncommitted revolving credit agreement ("2025 Credit Agreement"). Any outstanding borrowings are secured by collateral, consisting primarily of available-for-sale marketable securities. Borrowings under the 2025 Credit Agreement may be used to finance working capital needs and for general corporate purposes. The 2025 Credit Agreement does not expire but is cancellable at any time and any borrowings can be due on demand. Borrowings under the 2025 Credit Agreement will bear a specified interest rate, considering Secured Overnight Financing Rate, and interest period at the time of the confirmed borrowing. There were no outstanding borrowings under the 2025 Credit Agreement as of June 30, 2025. In November 2022, the Company entered into a $500.0 million revolving credit agreement (“2022 Credit Agreement”). The 2022 Credit Agreement was amended in May 2025 to increase the aggregate revolving commitments under the 2022 Credit Agreement from $500.0 million to $1.0 billion and to extend the expiration one year. Borrowings under the 2022 Credit Agreement may be used to finance working capital needs and for general corporate purposes. The 2022 Credit Agreement expires on November 22, 2028, and any amounts outstanding thereunder will become due and payable, subject to up to a one-year extension at the Company's request and with the consent of the lenders party thereto. Borrowings under the 2022 Credit Agreement bear interest, at the Company's option, at a term benchmark rate plus a spread of 0.75% to 1.125%, a reference rate plus a spread of 0.75% to 1.125%, or a base rate plus a spread of 0.00% to 0.125%, in each case with such spread being determined based on the Company's consolidated leverage ratio specified in the 2022 Credit Agreement. Regardless of what amounts, if any, are outstanding under the 2022 Credit Agreement, the Company is also obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.07% to 0.125%, with such rate being based on the Company's consolidated leverage ratio specified in the 2022 Credit Agreement. The 2022 Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. As of June 30, 2025, the Company was in compliance with all covenants. The negative covenants include restrictions on subsidiary indebtedness, liens and fundamental changes. These covenants are subject to a number of important exceptions and qualifications. The principal financial covenant requires a maximum consolidated leverage ratio. In April 2025, the Company borrowed $250.0 million under the 2022 Credit Agreement, which was repaid in May 2025. There were no outstanding borrowings under the 2022 Credit Agreement as of June 30, 2025. Interest Expense The Notes bear interest at fixed rates that are payable semi-annually in arrears on their respective interest payment dates each year. Interest expense, together with ongoing commitment fees under the terms of the Company's credit agreements, included in the interim condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):
| For the Three Months Ended June 30, |  | For the Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Amortization of debt issuance costs | $ | 2,022 |  |  | $ | 1,949 |  |  | $ | 3,981 |  |  | $ | 3,895 |
Coupon interest payable on 2033 Notes | 491 |  |  | — |  |  | 491 |  |  | — |
Coupon interest payable on 2029 Notes | 3,558 |  |  | 3,558 |  |  | 7,116 |  |  | 7,116 |
Coupon interest payable on 2027 Notes | 1,078 |  |  | 1,078 |  |  | 2,156 |  |  | 2,156 |
Coupon interest payable on 2025 Notes | 124 |  |  | 359 |  |  | 483 |  |  | 718 |
Interest payable and commitment fees under the credit agreements | 1,305 |  |  | 174 |  |  | 1,455 |  |  | 315 |
Capitalization of interest expense | (377) |  |  | (289) |  |  | (731) |  |  | (553) |
Total interest expense | $ | 8,201 |  |  | $ | 6,829 |  |  | $ | 14,951 |  |  | $ | 13,647 |

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