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BORROWINGS OF LONG-TERM AND OTHER DEBT
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
BORROWINGS OF LONG-TERM AND OTHER DEBT BORROWINGS OF LONG-TERM AND OTHER DEBT
Long-term and other debt consisted of the following as of the dates presented:

DescriptionSeptember 30, 2025December 31, 2024Contractual MaturitiesInterest Rates
(Millions, except percentages)
Long-term and other debt:
Revolving line of credit$— $— October 2028
(1)
Senior notes due 2026— 100 January 20267.00%
Convertible senior notes due 2028— 10 June 20284.25%
Senior notes due 2029719 900 March 20299.75%
Subordinated notes due 2035400 — June 20358.38%
Subtotal1,119 1,010 
Less: Unamortized debt issuance costs14 11 
Total long-term and other debt$1,105 $999 
Debt issued by consolidated VIEs:
Fixed rate asset-backed term note securities$1,350 $1,350 Various – May 2026 to Jul. 2027
4.62% to 5.47%
Conduit asset-backed securities1,335 3,213 Various – Oct. 2025 to Feb. 2026
(2)
Subtotal2,685 4,563 
Less: Unamortized debt issuance costs3 5 
Total debt issued by consolidated VIEs$2,682 $4,558 
Total borrowings of long-term and other debt$3,787 $5,557 
______________________________
(1)The interest rate is based upon the Secured Overnight Financing Rate (SOFR) plus an applicable margin.
(2)The interest rate is based upon SOFR, or the asset-backed commercial paper costs of each individual conduit provider plus an applicable margin. As of September 30, 2025 the interest rates ranged from 5.22% to 5.23% with a weighted average rate of 5.22%. As of December 31, 2024 the interest rates ranged from 5.48% to 5.60% with a weighted average rate of 5.54%.

Certain of our long-term debt agreements include various restrictive financial and non-financial covenants. If we do not comply with certain of these covenants and an event of default occurs and remains uncured, the maturity of amounts outstanding may be accelerated and become payable, and, with respect to our credit agreement, the associated commitments may be terminated. As of September 30, 2025, we were in compliance with all such covenants.

Long-term and Other Debt

Throughout 2025, we engaged in a number of financing-related transactions, including closing on our offering of $400 million aggregate principal amount of 8.375% Fixed-Rate Reset Subordinated Notes due 2035 (the Subordinated Notes), and the redemption of the remaining $100 million in aggregate principal amount of our 7.000% Senior Notes due 2026 (Senior Notes due 2026). We also had repurchases of $10 million in aggregate principal amount of our 4.25% Convertible Senior Notes due 2028 (the Convertible Notes), the completion of a cash tender offer (the Tender Offer) to repurchase $150 million in aggregate principal amount of our 9.750% Senior Notes due 2029 (Senior Notes due 2029), and another cash tender offer (the Third Quarter Tender Offer) to repurchase $31 million in aggregate principal amount of our Senior Notes due 2029 and $0.1 million in aggregate principal amount of our Subordinated Notes, in each case utilizing cash on hand. Each of these transactions, as well as other matters relating to our liquidity and capital resources during the year, are described in more detail below.

Credit Agreement

In October 2024, we entered into our amended credit agreement with Parent Company, as borrower, certain of our domestic subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and lender, and various other financial institutions, as lenders, which provides for a $700 million senior unsecured revolving credit facility (the
Revolving Credit Facility), which matures in October 2028. As of September 30, 2025, our Revolving Credit Facility was undrawn and all $700 million remained available for future borrowings.

Senior Notes Due 2026, 2028 and 2029

The Senior Notes set forth below are each governed by their respective indenture that includes usual and customary negative covenants and events of default. These Senior Notes are unsecured and are guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries that incur or in any other manner become liable for any debt under our domestic credit facilities, including the Revolving Credit Facility.

7.000% Senior Notes due 2026

In September 2020, we issued and sold $500 million aggregate principal amount of Senior Notes due January 15, 2026. In January 2024, we redeemed $400 million in aggregate principal amount of the Senior Notes due 2026 and in January 2025, with cash on hand we redeemed the remaining $100 million. For additional information on our 7.000% Senior Notes Due 2026, see Note 10, “Borrowings of Long-Term and Other Debt” to our 2024 Form 10-K.

4.25% Convertible Senior Notes Due 2028

In June 2023, we issued and sold $316 million aggregate principal amount of 4.25% Convertible Senior Notes due 2028. The Convertible Notes bear interest at an annual rate of 4.25%, payable semi-annually in arrears on June 15 and December 15 of each year. The Convertible Notes mature on June 15, 2028, unless earlier repurchased, redeemed or converted.

In connection with the issuance of the Convertible Notes, we entered into privately negotiated capped call (Capped Call) transactions with certain financial institution counterparties. These transactions are expected generally to reduce potential dilution to our common stock upon any conversion of Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Convertible Notes, with such reduction and/or offset subject to a cap, based on the cap price.

For additional information on the June 2023 issuance, and subsequent repurchases during 2024, of our Convertible Notes, as well as our Capped Call transactions, see Note 10, “Borrowings of Long-Term and Other Debt” to our 2024 Form 10-K.

In the first quarter of 2025, a holder of Convertible Notes approached us to repurchase Convertible Notes, and we entered into a privately-negotiated repurchase agreement with the holder, repurchasing $7 million in aggregate principal amount of outstanding Convertible Notes. The final purchase price, or settlement value, for the repurchase was $11 million, which was funded with cash on hand. In connection with the repurchase, we recognized a $2 million inducement expense in Other non-interest expenses representing the total settlement value, inclusive of transaction fees, in excess of the total conversion value (calculated in accordance with the indenture governing the Convertible Notes), as well as a $2 million reduction in Additional paid-in capital (APIC) related to the total conversion value paid in excess of the carrying value of the Convertible Notes repurchased and a deferred tax impact. This repurchase was negotiated and settled during the first quarter; therefore, there were no embedded conversion features requiring bifurcation and derivative accounting as of March 31, 2025.

In the third quarter of 2025, we entered into privately-negotiated repurchase agreements with two additional holders of our Convertible Notes, repurchasing $3 million in aggregate principal amount of outstanding Convertible Notes. The final purchase price, or settlement value, for the repurchases was $5 million, which was funded with cash on hand. In connection with the repurchases, we recognized a $1 million inducement expense in Other non-interest expenses representing the total settlement value, inclusive of transaction fees, in excess of the total conversion value (calculated in accordance with the indenture governing the Convertible Notes), as well as a $2 million reduction in APIC related to the total conversion value paid in excess of the carrying value of the Convertible Notes repurchased and a deferred tax impact. These repurchases were negotiated and settled during the third quarter; therefore, there were no embedded conversion features requiring bifurcation and derivative accounting as of September 30, 2025.

As of September 30, 2025, $0.1 million of Convertible Notes remained outstanding. We may, from time to time, seek to retire or repurchase our remaining outstanding Convertible Notes through cash purchases or exchanges for other securities, in open market purchases, tender offers, privately negotiated transactions or otherwise.
All of the Capped Call transactions continue to remain outstanding, notwithstanding repurchases of our Convertible Notes. Although we do not trade or speculate in derivatives, we may seek to opportunistically terminate the Capped Call transactions (in full or in part from time to time) or leave the Capped Call transactions outstanding, possibly until maturity, in any such case with the objective of optimizing the shareholder value we receive under these transactions.

9.750% Senior Notes due 2029

In January 2024, we issued and sold an additional $300 million aggregate principal amount of 9.750% Senior Notes due 2029 (Senior Notes due 2029) at an issue price of 101.00% of principal plus accrued interest from December 22, 2023. The Senior Notes due 2029 issued in January 2024 were issued as additional notes under the same indenture pursuant to which the initial $600 million of Senior Notes due 2029 were issued in December 2023, bringing our total aggregate principal amount of Senior Notes Due 2029 to $900 million as of January, 2024. The Senior Notes due 2029 will mature on March 15, 2029, unless subject to earlier repurchase or redemption. For additional information on our 9.750% Senior Notes Due 2029, see Note 10, “Borrowings of Long-Term and Other Debt” to our 2024 Form 10-K.

In June 2025, we completed the cash Tender Offer pursuant to which we repurchased $150 million in aggregate principal amount of our Senior Notes due 2029. The consideration paid in the Tender Offer for each $1,000 principal amount of the Senior Notes due 2029 was $1,071, plus accrued and unpaid interest. In connection with the repurchase, we recognized a $13 million loss on extinguishment in Other non-interest expenses representing the total settlement value, inclusive of transaction fees, in excess of the carrying value of the Senior Notes due 2029.

In August 2025, we completed the cash Third Quarter Tender Offer pursuant to which we repurchased $31 million in aggregate principal amount of our Senior Notes due 2029. The consideration paid in the Third Quarter Tender Offer for each $1,000 principal amount of the Senior Notes due 2029 was $1,070, plus accrued and unpaid interest. In connection with the repurchase, we recognized a $3 million loss on extinguishment in Other non-interest expenses representing the total settlement value, inclusive of transaction fees, in excess of the carrying value of the Senior Notes due 2029. Following the completion of these two tender offers, $719 million in the aggregate principal amount of our Senior Notes due 2029 remained outstanding as of September 30, 2025, and will mature in March 2029, subject to any earlier repurchase or redemption.

8.375% Subordinated Notes Due 2035

In March 2025, we issued and sold $400 million in aggregate principal amount of the Subordinated Notes. The Subordinated Notes were issued pursuant to an indenture between the Company and U.S. Bank Trust Company, National Association, as trustee. The Subordinated Notes accrue interest on the outstanding principal amount (i) at a rate per annum equal to 8.375% from, and including, March 10, 2025, to, but excluding, June 15, 2030 (the Reset Date), and (ii) from, and including, the Reset Date to, but excluding, the maturity date at a rate per annum equal to the Five-Year U.S. Treasury Rate as of the date that is two business days prior to the Reset Date, plus 430 basis points. Interest on the Subordinated Notes is payable semiannually in arrears in June and December of each year. The Subordinated Notes will mature in June 2035, unless earlier repurchased or redeemed. As noted above, included in the cash Third Quarter Tender Offer was a repurchase of $0.1 million aggregate principal amount of the Subordinated Notes.

Debt Issued by Consolidated VIEs

An asset-backed security is a security whose value and income payments are derived from and collateralized by a specified pool of underlying assets – in our case, our credit card loans. The sale of the pool of underlying assets to investors is accomplished through a securitization process. We regularly sell our credit card loans to our Trusts, which are consolidated. The liabilities of these consolidated VIEs include asset-backed securities for which creditors, or beneficial interest holders, do not have recourse to our general credit.

Conduit Facilities

We maintained committed syndicated bank Conduit Facilities to support the funding of our credit card loans for our Trusts. Borrowings outstanding under each private Conduit Facility bear interest at a margin above SOFR, or the asset-backed commercial paper costs of each individual conduit provider.
The table below summarizes our conduit capacities, borrowings and maturities for the periods presented:

(Millions)December 31, 2024CommitmentSeptember 30, 2025
Conduit FacilitiesCapacity
Drawn (6)
ChangeCapacity
Drawn (6)
Maturity Date (7)
Comenity Bank
WFNMNT 2009-VFN (1)
$2,650 $1,955 $— $2,650 $1,088 October 2025
WFNMT 2009-VFC1 (2)
— 141 — — — — 
Comenity Capital Bank
WFCMNT 2009-VFN (3)
2,250 867 (250)2,000 247 February 2026
CCAST 2023-VFN1 (4)
250 250 (250)— — — 
CCAST 2024-VFN1 (5)
200 — (200)— — — 
Total$5,350 $3,213 $(700)$4,650 $1,335 
__________________________________
(1)2009-VFN Conduit issued under World Financial Network Credit Card Master Note Trust (WFNMNT). In October 2025, the 2009-VFN Conduit commitment was reduced by $900 million to $1.75 billion, and the Maturity Date was extended to October 2026.
(2)2009-VFC1 Conduit issued under World Financial Network Credit Card Master Trust III (WFNMT) was retired following controlled amortization, meaning the period in which principal collections are accumulated to pay down the outstanding principal amount of the notes issued under the Conduit Facility, in June 2025 pursuant to the termination, consent and waiver agreement.
(3)2009-VFN Conduit issued under World Financial Capital Master Note Trust (WFCMNT). In February 2025, the 2009-VFN Conduit commitment was reduced by $250 million to $2 billion, and the Maturity Date was extended to February 2026.
(4)2023-VFN1 Conduit issued under Comenity Capital Asset Securitization Trust (CCAST). The purchase commitment expired on September 29, 2025 and the 2023-VFN1 Conduit was retired on October 1, 2025 pursuant to the termination, consent and waiver agreement.
(5)2024-VFN1 Conduit issued under CCAST was retired in February 2025 pursuant to the termination, consent and waiver agreement.
(6)Amounts drawn do not include $0.4 billion and $1.1 billion of debt issued by the Trusts as of September 30, 2025 and December 31, 2024, respectively, which were not sold, but were retained by us as a credit enhancement and therefore have been eliminated from the Total.
(7)Maturity Date with respect to conduit borrowings means the date on which the revolving period for the applicable Conduit Facility expires. The revolving period may be extended or renewed (unless an early amortization event occurs prior to the Maturity Date). Absent the extension or renewal of the revolving period, the Conduit Facility shall enter controlled amortization on the Maturity Date and may no longer be drawn upon.