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DEBT | 3 Months Ended
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Mar. 31, 2025
Debt Disclosure [Abstract] |
DEBT |
11. | DEBT
The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.
($ in millions) | At March 31, 2025 |  | At December 31, 2024
Corporate Credit Facility |  |  |
| Term Loan(1) | $ | 794 |  |  | $ | 796 |
| Unamortized debt discount and issuance costs | (10) |  |  | (10) |
|  | 784 |  |  | 786 |
| Revolving Corporate Credit Facility(2) | 190 |  |  | 125 |
| Unamortized debt issuance costs | (5) |  |  | (3) |
|  | 185 |  |  | 122 |
Senior Unsecured Notes |  |  |
| 2028 Notes | 350 |  |  | 350 |
| Unamortized debt discount and issuance costs | (2) |  |  | (2) |
|  | 348 |  |  | 348 |
| 2029 Notes | 500 |  |  | 500 |
| Unamortized debt discount and issuance costs | (4) |  |  | (4) |
|  | 496 |  |  | 496 |
Convertible Notes |  |  |
| 2026 Convertible Notes | 575 |  |  | 575 |
| Unamortized debt issuance costs | (3) |  |  | (3) |
|  | 572 |  |  | 572 |
| 2027 Convertible Notes | 575 |  |  | 575 |
| Unamortized debt issuance costs | (8) |  |  | (9) |
|  | 567 |  |  | 566 |
Finance Leases | 199 |  |  | 199 |
|  | $ | 3,151 |  |  | $ | 3,089 |
(1)The effective interest rate as of March 31, 2025 was 6.6%.
(2)The effective interest rate as of March 31, 2025 was 5.8%.
The following table shows scheduled principal payments for our debt, excluding finance leases, as of March 31, 2025.
| Payments Year
($ in millions) | Remaining 2025 |  | 2026 |  | 2027 |  | 2028 |  | 2029 |  | Thereafter |  | Total
Term Loan | $ | 6 |  |  | $ | 8 |  |  | $ | 8 |  |  | $ | 8 |  |  | $ | 8 |  |  | $ | 756 |  |  | $ | 794 |
Revolving Corporate Credit Facility | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 190 |  |  | 190 |
2028 Notes | — |  |  | — |  |  | — |  |  | 350 |  |  | — |  |  | — |  |  | 350 |
2029 Notes | — |  |  | — |  |  | — |  |  | — |  |  | 500 |  |  | — |  |  | 500 |
2026 Convertible Notes | — |  |  | 575 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 575 |
2027 Convertible Notes | — |  |  | — |  |  | 575 |  |  | — |  |  | — |  |  | — |  |  | 575 |
| $ | 6 |  |  | $ | 583 |  |  | $ | 583 |  |  | $ | 358 |  |  | $ | 508 |  |  | $ | 946 |  |  | $ | 2,984 |
Corporate Credit Facility Our corporate credit facility (the “Corporate Credit Facility”) provides support for our business, including ongoing liquidity and letters of credit, and consists of a term loan facility (the “Term Loan”), a delayed-draw term loan facility (as defined below), and a revolving credit facility (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility. During the first quarter of 2025, we entered into an amendment to the Corporate Credit Facility (the “Amendment), which, among other things: increased the borrowing capacity on our Revolving Corporate Credit Facility from $750 million to $800 million; extended the termination date from March 31, 2027 to March 24, 2030; and reduced certain fees and interest costs. The Amendment also increased the letter of credit sub-facility of the Revolving Corporate Credit Facility from $75 million to $150 million. Additionally, the Amendment provided for a new $450 million senior secured delayed-draw term loan facility (the “Delayed-Draw Term Loan”) scheduled to mature on December 31, 2027. The Delayed-Draw Term Loan is only available to finance the redemption or repurchase of our 2026 Convertible Notes (as defined below), which are due January 15, 2026. As of March 31, 2025, there were no outstanding borrowings on the Delayed-Draw Term Loan. Senior Notes Our senior notes include: •$350 million aggregate principal amount of 4.750% Senior Unsecured Notes due 2028 issued in the fourth quarter of 2019 with a maturity date of January 15, 2028 (the “2028 Notes”). •$500 million aggregate principal amount of 4.500% Senior Unsecured Notes due 2029 issued in the second quarter of 2021 with a maturity date of June 15, 2029 (the “2029 Notes”). Convertible Notes 2026 Convertible Notes During 2021, we issued $575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bear interest at a rate of 0.00%. The 2026 Convertible Notes mature on January 15, 2026, unless earlier repurchased or converted in accordance with their terms prior to that date. The conversion rate of the 2026 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of March 31, 2025 to 6.4526 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $154.98 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of March 31, 2025, the effective interest rate was 0.55%. Amortization of debt issuance costs related to the 2026 Convertible Notes was $1 million during each of the first quarters of 2025 and 2024. 2026 Convertible Note Hedges and Warrants In connection with the offering of the 2026 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of 3.7 million shares of our common stock, and warrant transactions (the “2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire 3.7 million shares of our common stock, in each case, as of March 31, 2025. The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $154.98 and $193.72, respectively, as of March 31, 2025, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised. 2027 Convertible Notes During 2022, we issued $575 million aggregate principal amount of convertible senior notes (the “2027 Convertible Notes”) that bear interest at a rate of 3.25%. The 2027 Convertible Notes mature on December 15, 2027, unless earlier repurchased or converted in accordance with their terms prior to that date. The conversion rate of the 2027 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of March 31, 2025 to 5.2923 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $188.95 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of March 31, 2025, the effective interest rate was 3.88%. The following table provides the components of interest expense related to the 2027 Convertible Notes.
| Three Months Ended |  |
($ in millions) | March 31, 2025 |  | March 31, 2024 |  |  |  |
Contractual interest expense | $ | 4 |  |  | $ | 4 |  |  |  |  |
Amortization of debt issuance costs | 1 |  |  | 1 |  |  |  |  |
| $ | 5 |  |  | $ | 5 |  |  |  |  |
2027 Convertible Note Hedges and Warrants In connection with the offering of the 2027 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of 3.0 million shares of our common stock, and warrant transactions (the “2027 Warrants”), whereby we sold to the counterparties to the 2027 Convertible Note Hedges warrants to acquire 3.0 million shares of our common stock, in each case, as of March 31, 2025. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $188.95 and $285.21, respectively, as of March 31, 2025, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised. Security and Guarantees Amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrowers under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities), subject to certain exceptions. In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, and the 2029 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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