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DEBT
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
DEBT
12. DEBT
The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.
($ in millions)At June 30, 2025At December 31, 2024
Corporate Credit Facility
Term Loan(1)
$792 $796 
Unamortized debt discount and issuance costs(9)(10)
783 786 
Revolving Corporate Credit Facility(2)
235 125 
Unamortized debt issuance costs
(5)(3)
230 122 
Senior Unsecured Notes
2028 Notes350 350 
Unamortized debt discount and issuance costs(2)(2)
348 348 
2029 Notes500 500 
Unamortized debt discount and issuance costs(4)(4)
496 496 
Convertible Notes
2026 Convertible Notes575 575 
Unamortized debt issuance costs(2)(3)
573 572 
2027 Convertible Notes575 575 
Unamortized debt issuance costs(7)(9)
568 566 
Finance Leases199 199 
$3,197 $3,089 
(1)The effective interest rate as of June 30, 2025 was 6.6%.
(2)The effective interest rate as of June 30, 2025 was 5.9%.
The following table shows scheduled principal payments for our debt, excluding finance leases, as of June 30, 2025.
Payments Year
($ in millions)Remaining 20252026202720282029ThereafterTotal
Term Loan$4 $8 $8 $8 $8 $756 $792 
Revolving Corporate Credit Facility— — — — — 235 235 
2028 Notes— — — 350 — — 350 
2029 Notes— — — — 500 — 500 
2026 Convertible Notes— 575 — — — — 575 
2027 Convertible Notes— — 575 — — — 575 
$4 $583 $583 $358 $508 $991 $3,027 
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 June 30, 2025, there were no outstanding borrowings on the Delayed-Draw Term Loan.
During the second quarter of 2025, we entered into a $300 million interest rate swap pursuant to which we pay interest at a fixed rate of 3.344% and receive interest at a floating rate (SOFR) through May 2027 to hedge a portion of our interest rate risk on the Term Loan. This interest rate swap has been designated and qualifies as a cash flow hedge of interest rate risk and is recorded in Other Assets on our Balance Sheets as of June 30, 2025. We characterize payments we make or receive in connection with this derivative instrument as interest expense and a reclassification of accumulated other comprehensive income or loss for presentation purposes.
The following table reflects the activity in accumulated other comprehensive income or loss related to our derivative instruments during the first half of 2025 and 2024. There were no reclassifications to the Income Statement for any of the periods presented below.
($ in millions)20252024
Derivative instrument adjustment balance, January 1$— $3 
Other comprehensive loss before reclassifications— (2)
Derivative instrument adjustment balance, March 31— 1 
Other comprehensive gain (loss) before reclassifications1 (1)
Derivative instrument adjustment balance, June 30$1 $— 
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 June 30, 2025 to 6.5289 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $153.17 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of June 30, 2025, the effective interest rate was 0.55%.
The following table provides the components of interest expense related to the 2026 Convertible Notes.
Three Months EndedSix Months Ended
($ in millions)June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Amortization of debt issuance costs$1 $1 $2 $2 
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 3.8 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 3.8 million shares of our common stock, in each case, as of June 30, 2025. The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $153.17 and $191.45, respectively, as of June 30, 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 June 30, 2025 to 5.2978 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $188.76 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of June 30, 2025, the effective interest rate was 3.88%.
The following table provides the components of interest expense related to the 2027 Convertible Notes.
Three Months EndedSix Months Ended
($ in millions)June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Contractual interest expense$5 $5 $9 $9 
Amortization of debt issuance costs1 1 2 2 
$6 $6 $11 $11 
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 June 30, 2025. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $188.76 and $284.91, respectively, as of June 30, 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.