v3.26.1
DEBT
 3 Months Ended
Mar. 31, 2026
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 March 31, 2026At December 31, 2025
Corporate Credit Facility
Term Loan(1)
$786 $788 
Unamortized debt discount and issuance costs(8)(8)
778 780 
Revolving Corporate Credit Facility(2)
310 — 
Unamortized debt issuance costs(3)
(4)— 
306 — 
Senior Unsecured Notes
2028 Notes350 350 
Unamortized debt discount and issuance costs(1)(2)
349 348 
2029 Notes500 500 
Unamortized debt discount and issuance costs(3)(3)
497 497 
2033 Notes575 575 
Unamortized debt discount and issuance costs(8)(8)
567 567 
Convertible Notes
2026 Convertible Notes— 575 
Unamortized debt issuance costs— — 
— 575 
2027 Convertible Notes575 575 
Unamortized debt issuance costs(5)(6)
570 569 
Finance Leases198 198 
$3,265 $3,534 
(1)The effective interest rate as of March 31, 2026 was 5.9%.
(2)The effective interest rate as of March 31, 2026 was 5.3%.
(3) Excludes $4 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of December 31, 2025, as no cash borrowings were outstanding under the Revolving Corporate Credit Facility at that time.
The following table shows scheduled principal payments for our debt, excluding finance leases, as of March 31, 2026.
Payments Year
($ in millions)Remaining 20262027202820292030ThereafterTotal
Term Loan$6 $8 $8 $8 $8 $748 $786 
Revolving Corporate Credit Facility— — — — 310 — 310 
2028 Notes— — 350 — — — 350 
2029 Notes— — — 500 — — 500 
2033 Notes— — — — — 575 575 
2027 Convertible Notes— 575 — — — — 575 
$6 $583 $358 $508 $318 $1,323 $3,096 
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 an $800 million term loan facility (the “Term Loan”) which is scheduled to mature on April 1, 2031, and a revolving credit facility with a borrowing capacity of $800 million (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility of $150 million, that terminates on March 24, 2030.
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 Sheet as of March 31, 2026 and in Other Liabilities on our Balance Sheet as of December 31, 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.
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”).
•$575 million aggregate principal amount of 6.500% Senior Unsecured Notes due 2033 issued in the third quarter of 2025 with a maturity date of October 1, 2033 (the “2033 Notes”).
Convertible Notes
2026 Convertible Notes Maturity
During 2021, we issued $575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bore interest at a rate of 0.00%. The 2026 Convertible Notes matured at par on January 15, 2026, at which time none of the 2026 Convertible Notes were converted and all were settled in cash, and the deferred financing costs were fully amortized. Amortization of debt issuance costs related to the 2026 Convertible Notes was less than $1 million during the first quarter of 2026 and $1 million for the first quarter of 2025.
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 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 3.9 million shares of our common stock.
The 2026 Convertible Note Hedges expired upon the maturity of the 2026 Convertible Notes on January 15, 2026, and none were exercised. The 2026 Warrants expire in ratable portions over the 70 trading day period commencing on April 15, 2026. As of March 31, 2026, the strike price of the 2026 Warrants was subject to adjustment to approximately $184.74 as a result of the dividends we declared since the issuance of the 2026 Warrants that were greater than the
quarterly dividend we paid when the 2026 Warrants were issued. As of March 31, 2026, no 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, 2026 to 5.3162 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $188.10 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of March 31, 2026, the effective interest rate was 3.88%.
The following table provides the components of interest expense related to the 2027 Convertible Notes.
Three Months Ended
($ in millions)March 31, 2026March 31, 2025
Contractual interest expense$4 $4 
Amortization of debt issuance costs1 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 3.1 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 3.1 million shares of our common stock, in each case, as of March 31, 2026. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $188.10 and $283.92, respectively, as of March 31, 2026, 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 2027 Convertible Notes, the 2028 Notes, the 2029 Notes, and the 2033 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities.