
($ in millions)		At September 30, 2020		At December 31, 2019
Senior Secured Notes
	2025 Notes	$	500	$	—
	Unamortized debt discount and issuance costs	(7)		—
		493		—

Senior Unsecured Notes
	2026 Notes	750		750
	Unamortized debt discount and issuance costs	(7)		(8)
		743		742

	2028 Notes	350		350
	Unamortized debt discount and issuance costs	(4)		(5)
		346		345

Corporate Credit Facility
	Term Loan	887		893
	Unamortized debt discount and issuance costs	(11)		(12)
		876		881

	Revolving Corporate Credit Facility	—		30
	Unamortized debt issuance costs(1)	—		(3)
		—		27

Convertible Notes		230		230
Unamortized debt discount and issuance costs		(17)		(23)
		213		207

Finance leases		9		14
		$	2,680	$	2,216


($ in millions)	2025 Notes		2026 Notes		2028 Notes		Term Loan		Convertible Notes		Total
Payments Year
2020, remaining	$	—	$	—	$	—	$	2	$	—	$	2
2021	—		—		—		9		—		9
2022	—		—		—		9		230		239
2023	—		—		—		9		—		9
2024	—		—		—		9		—		9
Thereafter	500		750		350		849		—		2,449
	$	500	$	750	$	350	$	887	$	230	$	2,717

In the second quarter of 2020, we issued $500 million aggregate principal amount of 6.125% Senior Secured Notes due September 15, 2025 (the “2025 Notes”). The 2025 Notes are pari passu with and secured by the same collateral as our Corporate Credit Facility. We pay interest on the 2025 Notes on May 15 and November 15 of each year, commencing on November 15, 2020. We received net proceeds of approximately $493 million from the offering of the 2025 Notes, after deducting offering expenses and the underwriting discount, which were used to repay all amounts outstanding at that time on the Revolving Corporate Credit Facility.

Our corporate credit facility (“Corporate Credit Facility”), which provides support for our business, including ongoing liquidity and letters of credit, includes a $900 million term loan facility (the “Term Loan”), which matures on August 31, 2025, and a revolving credit facility with a borrowing capacity of $600 million (the “Revolving Corporate Credit Facility”), including a letter of credit sub-facility of $75 million, that terminates on August 31, 2023.

The Term Loan bears interest at LIBOR plus 1.75 percent. Borrowings under the Revolving Corporate Credit Facility generally bear interest at a floating rate plus an applicable margin that varies from 0.50 percent to 2.75 percent depending on the type of loan and our credit rating. In addition, we pay a commitment fee on the unused availability under the Revolving Corporate Credit Facility at a rate that varies from 20 to 40 basis points per annum, also depending on our credit rating. As of September 30, 2020, we were in compliance with the applicable financial and operating covenants under the Corporate Credit Facility.

In May 2020, we entered into a waiver (the “Waiver”) to the agreement that governs the Corporate Credit Facility. The Waiver, among other things, suspends the requirement to comply with the leverage covenant in the Revolving Corporate Credit Facility for up to four quarters, commencing with the fiscal quarter ending June 30, 2020. We are required to maintain monthly minimum liquidity of at least $300 million until the later of March 31, 2021 or the end of the suspension period. In addition, for the duration of the period during which the waiver of the leverage covenant remains in effect, we are prohibited from making certain restricted payments, including share repurchases and dividends. If we are not in compliance with the leverage covenant at the end of the suspension period, we will seek to negotiate with our lenders to amend such covenant, as needed.

Prior to 2020, we entered into $250 million of interest rate swaps under which we pay a fixed rate of 2.9625 percent and receive a floating interest rate through September 2023 and $200 million of interest rate swaps under which we pay a fixed rate of 2.2480 percent and receive a floating interest rate through April 2024, in each case to hedge a portion of our interest rate risk on the Term Loan. We also entered into a $100 million interest rate collar with a cap strike rate of 2.5000 percent and a floor strike rate of 1.8810 percent through April 2024 to further hedge our interest rate risk on the Term Loan. Both the interest rate swaps and the interest rate collar have been designated and qualify as cash flow hedges of interest rate risk and recorded in Other liabilities on our Balance Sheet as of September 30, 2020 and December 31, 2019. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes.


($ in millions)	2020		2019
Derivative instrument adjustment balance, January 1	$	(21)	$	(6)
Other comprehensive loss before reclassifications	(24)		(3)
Reclassification to Income Statement	—		—
Net other comprehensive loss	(24)		(3)
Derivative instrument adjustment balance, March 31	(45)		(9)
Other comprehensive loss before reclassifications	(1)		(13)
Reclassification to Income Statement	—		—
Net other comprehensive loss	(1)		(13)
Derivative instrument adjustment balance, June 30	(46)		(22)
Other comprehensive gain (loss) before reclassifications	3		(4)
Reclassification to Income Statement	—		—
Net other comprehensive loss	3		(4)
Derivative instrument adjustment balance, September 30	$	(43)	$	(26)

During 2017, we issued $230 million of aggregate principal amount of convertible senior notes (the “Convertible Notes”) that bear interest at a rate of 1.50 percent, payable in cash semi-annually. The conversion rate is subject to adjustment for certain events as described in the indenture governing the notes. 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. It is our intent to settle conversions of the Convertible Notes through combination settlement, which contemplates repayment in cash of the principal amount and repayment in shares of our common stock of any excess of the conversion value over the principal amount. As of September 30, 2020, the effective interest rate was 4.7% and the remaining discount amortization period was 2.0 years.


($ in millions)	At September 30, 2020		At December 31, 2019
Liability component
Principal amount	$	230	$	230
Unamortized debt discount	(15)		(20)
Unamortized debt issuance costs	(2)		(3)
Net carrying amount of the liability component	$	213	$	207

Carrying amount of equity component, net of issuance costs	$	33	$	33


	Three Months Ended				Nine Months Ended
($ in millions)	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Contractual interest expense	$	1	$	1	$	3	$	2
Amortization of debt discount	1		2		5		5
Amortization of debt issuance costs	—		—		1		1
	$	2	$	3	$	9	$	8

In connection with the offering of the Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (“Convertible Note Hedges”), initially covering a total of approximately 1.55 million shares of our common stock, and warrant transactions (“Warrants”), whereby we sold to the counterparties to the Convertible Note Hedges warrants to acquire approximately 1.55 million shares of our common stock at an initial strike price of $176.68 per share. As of September 30, 2020, no Convertible Note Hedges or Warrants have been exercised.

Amounts borrowed under the Corporate Credit Facility and the 2025 Notes, 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 subsidiaries), in each case including inventory, subject to certain exceptions. In addition, the Corporate Credit Facility, the 2025 Notes, the 2026 Notes and the 2028 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding bankruptcy remote special purpose subsidiaries.