v3.25.1
DEBT
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
NOTES

In March 2025, we issued fixed and floating rate notes with varying maturity dates for an aggregate principal amount of $1.5 billion, consisting of $450 million aggregate principal amount of floating rate notes due 2028 (the “2028 Floating Rate Notes”), $450 million aggregate principal amount of 4.450% notes due 2028 (the “2028 Notes”) and $600 million aggregate principal amount of 5.100% notes due 2035 (the “2035 Notes”). Interest on the 2028 Floating Rate Notes is payable on March 6, June 6, September 6 and December 6 of each year, beginning on June 6, 2025. The 2028 Floating Rate Notes bear interest at a floating rate equal to the compounded secured overnight financing rate, reset quarterly, plus 0.670% per annum. Interest on the 2028 Notes is payable on March 6 and September 6 of each year, beginning on September 6, 2025. Interest on the 2035 Notes is payable on April 1 and October 1 of each year, beginning on October 1, 2025.

In May 2024, June 2023, May 2022, May 2020, and September 2019, we issued fixed rate notes with varying maturity dates for an aggregate principal amount of $1.3 billion, ¥90 billion (approximately $601 million as of March 31, 2025), $3.0 billion, $4.0 billion and $5.0 billion, respectively.

The notes issued from the March 2025, May 2024, June 2023, May 2022, May 2020, and September 2019 debt issuances are senior unsecured obligations and are collectively referred to as the “Notes.” Except for the June 2023 debt issuance and 2028 Floating Rate Notes, we may redeem the Notes in whole at any time or in part from time to time, prior to maturity, at their redemption prices. Upon the occurrence of both a change of control of the Company and a downgrade of the Notes below an investment grade rating, we will be required to offer to repurchase each series of Notes at a price equal to 101% of the then outstanding principal amounts, plus accrued and unpaid interest. The Notes are subject to covenants, including limitations on our ability to create liens on our assets, enter into sale and leaseback transactions, and merge or consolidate with another entity, in each case subject to certain exceptions, limitations, and qualifications. Proceeds from the issuance of these Notes may be used for general corporate purposes, which may include funding the repayment or redemption of outstanding debt, share repurchases, ongoing operations, capital expenditures, and possible acquisitions of businesses, assets, or strategic investments.
As of March 31, 2025 and December 31, 2024, we had an outstanding aggregate principal amount of $12.1 billion and $10.6 billion, respectively, related to the Notes. The following table summarizes the Notes outstanding:

MaturitiesEffective Interest RateMarch 31,
2025		December 31,
2024
(in millions)
September 2019 debt issuance:
Fixed-rate 2.650% notes
10/1/20262.78%$1,250 $1,250 
Fixed-rate 2.850% notes
10/1/20292.96%1,500 1,500 
May 2020 debt issuance:
Fixed-rate 1.650% notes
6/1/20251.78%1,000 1,000 
Fixed-rate 2.300% notes
6/1/20302.39%1,000 1,000 
Fixed-rate 3.250% notes
6/1/20503.33%1,000 1,000 
May 2022 debt issuance:
Fixed-rate 3.900% notes
6/1/20274.06%500 500 
Fixed-rate 4.400% notes
6/1/20324.53%1,000 1,000 
Fixed-rate 5.050% notes
6/1/20525.14%1,000 1,000 
Fixed-rate 5.250% notes
6/1/20625.34%500 500 
June 2023 debt issuance(1):
¥30 billion fixed-rate 0.813% notes
6/9/20250.89%200 191 
¥23 billion fixed-rate 0.972% notes
6/9/20261.06%154 147 
¥37 billion fixed-rate 1.240% notes
6/9/20281.31%247 236 
May 2024 debt issuance:
Fixed-rate 5.150% notes
6/1/20345.35%850 850 
Fixed-rate 5.500% notes
6/1/20545.66%400 400 
March 2025 debt issuance:
Floating-rate notes
3/6/20285.19%450 — 
Fixed-rate 4.450% notes
3/6/20284.66%450 — 
Fixed-rate 5.100% notes
4/1/20355.20%600 — 
Total term debt$12,101 $10,574 
Unamortized premium (discount) and issuance costs, net(85)(78)
Less: current portion of term debt(2)
(1,200)(1,191)
Total carrying amount of term debt$10,816 $9,305 
(1) Principal amounts represent the U.S. dollar equivalent as of March 31, 2025 and December 31, 2024, respectively.
(2) The current portion of term debt is included within “accrued expenses and other current liabilities” on our condensed consolidated balance sheets.
The effective interest rates for the Notes include interest on the Notes, amortization of debt issuance costs, and amortization of the debt discount. The interest expense recorded for the Notes, including amortization of the debt discount and debt issuance costs, was $98 million and $84 million for the three months ended March 31, 2025 and 2024, respectively.
CREDIT FACILITIES

Paidy credit agreement

In February 2022, we entered into a credit agreement (the “Paidy Credit Agreement”) with Paidy as co-borrower, which provided for an unsecured revolving credit facility of ¥60.0 billion, which was modified in September 2022 to increase the borrowing capacity by ¥30.0 billion for a total borrowing capacity of ¥90.0 billion (approximately $601 million as of March 31, 2025). As of March 31, 2025 and December 31, 2024, ¥90.0 billion (approximately $601 million) and ¥90.0 billion (approximately $574 million) was drawn down under the Paidy Credit Agreement, respectively, which was recorded in long-term debt on our condensed consolidated balance sheets. At March 31, 2025, no borrowing capacity was available for the purposes permitted by the Paidy Credit Agreement. During the three months ended March 31, 2025 and 2024, the total interest expense and fees we recorded related to the Paidy Credit Agreement were de minimis.

FUTURE PRINCIPAL PAYMENTS

As of March 31, 2025, the future principal payments associated with our term debt were as follows (in millions):
Remaining 2025
$1,200 
20261,404 
2027500 
20281,147 
20291,500 
Thereafter6,350 
Total$12,101 

Other than as provided above, there were no significant changes to the information disclosed in our 2024 Form 10-K.