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DEBT
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
DEBT DEBT
Revolving Credit Facility

In August 2019, the Company entered into a $2.0 billion five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility provides for the issuance of up to $80 million of letters of credit as well as borrowings of up to $100 million on same-day notice, referred to as swingline loans. Other than swingline loans, which are available only in U.S. Dollars, borrowings and letters of credit under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling, and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility can be used for working capital and general corporate purposes, including acquisitions, share repurchases, and debt repayments. At March 31, 2022 and December 31, 2021, there were no borrowings outstanding and $5 million and $4 million, respectively, of letters of credit issued under this revolving credit facility.

The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. The 2020 amendment to the credit facility increased the permitted maximum leverage ratio through and including the three months ending March 31, 2023. Under the amendment, the Company may not declare or make any cash distribution or repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, it has at least $6.0 billion of liquidity on a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments, and unused capacity under the revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, it is in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or the Company has the ability to terminate this restriction earlier if it demonstrates compliance with the original maximum leverage ratio covenant in the revolving credit facility.
Outstanding Debt
 
Outstanding debt at March 31, 2022 consists of the following (in millions): 
March 31, 2022
Outstanding
 Principal 
Amount
Unamortized Debt
Discount and Debt
Issuance Cost
Carrying
 Value
Current liabilities:
2.15% (€750 Million) Senior Notes due November 2022
$834 $— $834 
2.75% Senior Notes due March 2023
500 (1)499 
Total current liabilities$1,334 $(1)$1,333 
Long-term debt:
2.375% (€1 Billion) Senior Notes due September 2024
$1,113 $(5)$1,108 
3.65% Senior Notes due March 2025
500 (1)499 
0.1% (€950 Million) Senior Notes due March 2025
1,057 (4)1,053 
0.75% Convertible Senior Notes due May 2025
863 (12)851 
3.6% Senior Notes due June 2026
1,000 (4)996 
1.8% (€1 Billion) Senior Notes due March 2027
1,113 (3)1,110 
3.55% Senior Notes due March 2028
500 (2)498 
0.5% (€750 Million) Senior Notes due March 2028
834 (5)829 
4.625% Senior Notes due April 2030
1,500 (9)1,491 
Total long-term debt$8,480 $(45)$8,435 
 
Outstanding debt at December 31, 2021 consists of the following (in millions): 
December 31, 2021Outstanding
 Principal 
Amount		Unamortized Debt
Discount and Debt
Issuance Cost
Carrying
 Value
Current Liabilities:
0.8% (€1 Billion) Senior Notes due March 2022
$1,137 $— $1,137 
2.15% (€750 Million) Senior Notes due November 2022
853 (1)852 
Total current liabilities$1,990 $(1)$1,989 
Long-term debt:
2.75% Senior Notes due March 2023
$500 $(1)$499 
2.375% (€1 Billion) Senior Notes due September 2024
1,137 (5)1,132 
3.65% Senior Notes due March 2025
500 (1)499 
0.1% (€950 Million) Senior Notes due March 2025
1,080 (4)1,076 
0.75% Convertible Senior Notes due May 2025
863 (99)764 
3.6% Senior Notes due June 2026
1,000 (4)996 
1.8% (€1 Billion) Senior Notes due March 2027
1,137 (3)1,134 
3.55% Senior Notes due March 2028
500 (2)498 
0.5% (€750 Million) Senior Notes due March 2028
853 (5)848 
4.625% Senior Notes due April 2030
1,500 (9)1,491 
Total long-term debt$9,070 $(133)$8,937 
 
Fair Value of Debt

At March 31, 2022 and December 31, 2021, the estimated fair value of the outstanding debt was approximately $10.4 billion and $12.1 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 estimated fair value of the Company's debt in excess of the outstanding principal amount at March 31, 2022 and December 31, 2021 primarily relates to the conversion premium on the convertible senior notes due in May 2025 and the outstanding senior notes due in April 2030.
Convertible Senior Notes

In April 2020, the Company issued $863 million aggregate principal amount of convertible senior notes due in May 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to this offering. The May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,886.44 per share. The May 2025 Notes are convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, holders will have the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes is payable on May 1 and November 1 of each year. If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended March 31, 2022 and December 31, 2021, the contingent conversion thresholds on the May 2025 Notes were not exceeded and therefore the notes were not convertible. At March 31, 2022 and December 31, 2021, the estimated fair value of the May 2025 Notes was $1.3 billion and was considered a "Level 2" fair value measurement (see Note 6).

On January 1, 2022, the Company adopted the new accounting standards update relating to convertible instruments (see Note 1). The following table summarizes the interest expenses and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). The remaining period for amortization of debt issuance costs and debt discount, as applicable, is the period until the stated maturity date for the respective debt. The adoption of the new accounting standards update resulted in a decrease of $6 million in "Interest expense" and "Loss before income taxes" in the Unaudited Consolidated Statement of Operations for the three months ended March 31, 2022.

For the Three Months Ended March 31,
20222021
Coupon interest expense$2 $4 
Amortization of debt discount and debt issuance costs 1 14 
Total interest expense$3 $18 
Weighted-average effective interest rate
1.2 %3.9 %

Other Senior Notes

In March 2022, the Company repaid $1.1 billion on the maturity of senior notes with an interest rate of 0.8% and principal amount of 1.0 billion Euros.

In March 2021, the Company issued Senior Notes due March 2025 with an interest rate of 0.1% for an aggregate principal amount of 950 million Euros and Senior Notes due March 2028 with an interest rate of 0.5% for an aggregate principal amount of 750 million Euros. The proceeds from the issuance of these senior notes were used to redeem the Senior Notes due April 2025 and the Senior Notes due April 2027.

Other senior notes had a total carrying value of $8.9 billion and $10.2 billion at March 31, 2022 and December 31, 2021, respectively. Debt discount and debt issuance costs are amortized using the effective interest rate method over the period from the origination date through the stated maturity date. 
The following table summarizes the interest expenses related to other senior notes (in millions):
For the Three Months Ended March 31,
20222021
Coupon interest expense$58$78
Amortization of debt discount and debt issuance costs32
Total interest expense$61$80
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, 2022 and 2021, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $5.0 billion to $5.6 billion and from $2.7 billion to $2.8 billion, respectively.