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

See Note 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for information related to the Company's unsecured revolving credit facility that extends a revolving line of credit of up to $2 billion to the Company. At March 31, 2025 and December 31, 2024, there were no borrowings outstanding and $24 million and $26 million, respectively, of letters of credit issued under the revolving credit facility.
Outstanding Debt
 
Outstanding debt consists of the following: 
March 31, 2025December 31, 2024
(in millions)
Outstanding
 Principal 
Amount
Carrying
 Value (1)
Outstanding
 Principal 
Amount
Carrying
 Value (1)
3.65% Senior Notes due March 2025 (2)
$— $— $500 $500 
0.1% (€950 Million) Senior Notes due March 2025 (2)
— — 984 984 
0.75% Convertible Senior Notes due May 2025 (2) (3)
784 655 784 261 
3.6% Senior Notes due June 2026
1,000 999 1,000 999 
4.0% (€750 Million) Senior Notes due November 2026
810 809 777 775 
1.8% (€1 Billion) Senior Notes due March 2027
1,080 1,079 1,035 1,034 
3.55% Senior Notes due March 2028
500 499 500 499 
0.5% (€750 Million) Senior Notes due March 2028
810 808 777 774 
3.625% (€500 Million) Senior Notes due November 2028
540 538 518 516 
3.5% (€500 Million) Senior Notes due March 2029
540 538 518 516 
4.25% (€750 Million) Senior Notes due May 2029
810 806 777 772 
4.625% Senior Notes due April 2030
1,500 1,494 1,500 1,494 
4.5% (€1 Billion) Senior Notes due November 2031
1,080 1,074 1,035 1,030 
3.625% (€650 Million) Senior Notes due March 2032
702 698 673 669 
3.25% (€600 Million) Senior Notes due November 2032
648 641 621 614 
4.125% (€1.25 Billion) Senior Notes due May 2033
1,351 1,337 1,294 1,282 
4.75% (€1 Billion) Senior Notes due November 2034
1,080 1,073 1,035 1,028 
3.75% (€850 Million) Senior Notes due March 2036
919 904 880 866 
3.75% (€500 Million) Senior Notes due November 2037
540 537 518 514 
4.0% (€750 Million) Senior Notes due March 2044
810 795 777 762 
3.875% (€700 Million) Senior Notes due March 2045
757 740 725 709 
Total outstanding debt$16,261 $16,024 $17,228 $16,598 
Short-term debt$784 $655 $2,268 $1,745 
Long-term debt$15,477 $15,369 $14,960 $14,853 
(1)    The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $237 million and $630 million as of March 31, 2025 and December 31, 2024, respectively.
(2)    Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024.
(3)    Included in "Short-term debt" in the Unaudited Consolidated Balance Sheet as of March 31, 2025.
 
Fair Value of Debt

At March 31, 2025 and December 31, 2024, the fair value of outstanding debt was approximately $17.5 billion and $18.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period. The fair value of the Company's debt in excess of the outstanding principal amount at March 31, 2025 and December 31, 2024 primarily relates to the conversion premium, which is the conversion value in excess of the principal amount, on the convertible senior notes due in May 2025 (the "May 2025 Notes").

Convertible Senior Notes

See Note 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for information related to the May 2025 Notes. The May 2025 Notes are convertible at a current conversion price of $1,866.02 per share. At March 31, 2025 and December 31, 2024, the fair value of the May 2025 Notes was $1.9 billion and $2.1 billion, respectively.
Upon issuance and subsequent balance sheet-date reassessments through September 30, 2024, the conversion option of the May 2025 Notes qualified for the equity scope exception under Accounting Standards Codification ("ASC") 815 Derivatives and Hedging because the Company had the option to deliver either cash or shares of the Company's common stock to satisfy the conversion premium. Under such exception, the conversion option is not required to be accounted for as a separate instrument. On November 1, 2024, the Company irrevocably elected to settle the conversion premium in cash. Upon that election, the conversion option no longer qualified for the exception and was deemed to be an embedded derivative which required bifurcation from the debt contract. Upon bifurcation of the conversion option, the Company recorded an embedded derivative liability at fair value of $1.2 billion, a debt discount of $783 million reducing the carrying value of the May 2025 Notes to zero, and a loss of $428 million. The debt discount is amortized over the remaining term of the May 2025 Notes using the straight-line method. The fair value of the embedded derivative liability was $1.1 billion and $1.3 billion at March 31, 2025 and December 31, 2024, respectively, and is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. The unamortized debt discount and debt issuance costs was $129 million and $523 million at March 31, 2025 and December 31, 2024, respectively.

The Company recognized the following activity related to the conversion option of the May 2025 Notes in its Unaudited Consolidated Statement of Operations:
(in millions)Classification in Unaudited Consolidated Statement of OperationsThree Months Ended
March 31, 2025
Change in fair value of the embedded derivativeOther income (expense), net$158 
Amortization of debt discountInterest expense(392)
Total charges
$(234)

The fair values of the May 2025 Notes and the embedded derivative liability were both considered as "Level 2" fair value measurements (see Note 6).

Nonconvertible Senior Notes

In March 2025, the Company paid $1.5 billion on the maturity of the 3.65% and 0.1% Senior Notes due March 2025. In addition, the Company paid the applicable accrued and unpaid interest relating to each of these senior notes. Interest expense related to nonconvertible senior notes consists primarily of coupon interest expense of $144 million and $118 million for the three months ended March 31, 2025 and 2024, respectively.

The Company designates certain portions of the aggregate principal value of the Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. For the three months ended March 31, 2025 and 2024, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $2.9 billion to $4.0 billion and from $2.3 billion to $3.1 billion, respectively.