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DEBT
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
Our debt consists of the following:
At December 31,20242023
4.75% Senior Notes due 2025
$— $125 
4.0% Senior Notes due 2026
346 345 
3.70% (2024) and 3.45% (2023) Senior Notes due 2026
86 86 
2.90% Senior Notes due 2027
582 581 
3.375% Senior Notes due 2028
498 497 
3.70% Senior Notes due 2028
496 495 
4.20% Senior Notes due 2029
496 496 
7.875% Senior Debentures due 2030
829 830 
4.95% Senior Notes due 2031
1,232 1,229 
4.20% Senior Notes due 2032
980 977 
5.50% Senior Debentures due 2033
428 428 
4.85% Senior Debentures due 2034
87 87 
6.875% Senior Debentures due 2036
1,072 1,071 
6.75% Senior Debentures due 2037
76 75 
5.90% Senior Notes due 2040
298 298 
4.50% Senior Debentures due 2042
45 45 
4.85% Senior Notes due 2042
490 489 
4.375% Senior Debentures due 2043
1,146 1,138 
4.875% Senior Debentures due 2043
18 18 
5.85% Senior Debentures due 2043
1,235 1,234 
5.25% Senior Debentures due 2044
345 345 
4.90% Senior Notes due 2044
542 541 
4.60% Senior Notes due 2045
591 591 
4.95% Senior Notes due 2050
950 948 
6.25% Junior Subordinated Debentures due 2057
644 643 
6.375% Junior Subordinated Debentures due 2062
989 989 
Obligations under finance leases— 1 
Total debt (a)
14,501 14,602 
Less current portion of long-term debt
— 1 
Total long-term debt, net of current portion$14,501 $14,601 
(a) At December 31, 2024 and 2023, the senior and junior debt balances included (i) a net unamortized discount of $401 million and $419 million, respectively, and (ii) unamortized deferred financing costs of $74 million and $81 million, respectively. The face value of our total debt was $14.98 billion at December 31, 2024 and $15.10 billion at December 31, 2023.

Senior Debt
During the fourth quarter of 2024, we redeemed our $126 million of outstanding 4.75% senior notes due in 2025 at par.

During 2023, we repurchased $1.04 billion of our outstanding senior notes due between 2025 and 2027 through a tender offer, for an aggregate repurchase price of $1.00 billion. These repurchases resulted in a pre-tax gain on extinguishment of debt of $29 million. In 2023, we also repaid our $139 million of 7.875% debentures and $35 million of 7.125% senior notes, each at maturity.

In 2022, we redeemed senior notes totaling $2.39 billion, prior to maturity, for an aggregate redemption price of $2.49 billion and redeemed, at par, our $520 million of 5.875% junior subordinated debentures due February 2057. These redemptions resulted in a total pre-tax loss on extinguishment of debt of $120 million.
Our outstanding senior notes and debentures provide for certain covenant packages typical for an investment grade company. We have senior notes and debentures with a total face value of $9.54 billion that have an acceleration trigger that requires us to make a redemption offer at 101% of the principal amount plus accrued and unpaid interest in the event of ratings downgrades to below investment grade by all three ratings agencies (Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Ratings, Ltd.) due to a change of control.

Junior Debt
In 2022, we issued $1.00 billion of 6.375% junior subordinated debentures due 2062. The interest rate on these debentures will reset on March 30, 2027, and every five years thereafter to a fixed rate equal to the 5-year Treasury Rate (as defined pursuant to the terms of the debentures) plus a spread of 3.999% from March 30, 2027, 4.249% from March 30, 2032 and 4.999% from March 30, 2047. These debentures can be called by us at par plus a make whole premium any time before March 30, 2027, or at par on March 30, 2027 or on any interest payment date thereafter.

Our $644 million of 6.25% junior subordinated debentures due February 2057 accrue interest at the stated fixed rate until February 28, 2027, on which date the rate will switch to a floating rate. Under the terms of the debentures the floating rate is based on three-month LIBOR plus 3.899%, reset quarterly, however, with the phasing out of LIBOR and the passage of the Adjustable Interest Rate (LIBOR) Act, signed into law on March 15, 2022, it is expected that the 6.25% junior subordinated debentures due 2057 will, upon switching to a floating rate, bear interest at a replacement rate based on three-month CME Term Secured Overnight Financing Rate (SOFR). These debentures can be called by us at par at any time after the expiration of the fixed-rate period.

Our junior subordinated debentures, which have a total face value of $1.65 billion, also provide for certain covenant packages. In the event of ratings downgrades by all three rating agencies due to a change of control, there is a provision in the junior subordinated debentures that requires us to either elect to redeem the debentures at 101% of the principal amount plus accrued and unpaid interest or, if we elect not to redeem the debentures, the interest rate will be increased by 5 percentage points.

Long-Term Debt Maturities
At December 31, 2024, our scheduled maturities of long-term debt at face value, which excludes payments for the related interest and finance leases, were as follows:
2030 and
20252026202720282029Thereafter
Long-term debt$— $433 $584 $1,000 $500 $12,459 
Commercial Paper
At both December 31, 2024 and 2023, we had no outstanding commercial paper borrowings.

Credit Facility
At December 31, 2024, we had a $3.50 billion revolving credit facility that matures in January 2027 (the “Credit Facility”). The Credit Facility is used for general corporate purposes and to support commercial paper borrowings, if any. We may, at our option, also borrow in certain foreign currencies up to specified limits under the Credit Facility. Borrowing rates under the Credit Facility are determined at the time of each borrowing and are generally based on either the prime rate in the U.S. or an applicable benchmark rate plus a margin (based on our senior unsecured debt rating), depending on the type and tenor of the loans entered into. The benchmark rate for
loans denominated in U.S. dollars is Term SOFR, and for loans denominated in euros, sterling and yen is based on EURIBOR, SONIA and TIBOR, respectively. At December 31, 2024, we had no borrowings outstanding under the Credit Facility and the availability under the Credit Facility was $3.50 billion.

The Credit Facility has one principal financial covenant which sets a maximum Consolidated Total Leverage Ratio (“Leverage Ratio”) at the end of each quarter. The maximum Leverage Ratio was 5.5x for the quarter ended December 31, 2024 and will remain at this level for the quarter ending March 31, 2025. The Leverage Ratio will then decrease 0.25x for each subsequent quarter until the quarter ending March 31, 2026 when it will be 4.5x, and will remain at this level until maturity. The Leverage Ratio reflects the ratio of our Consolidated Indebtedness, net of unrestricted cash and cash equivalents at the end of a quarter, to our Consolidated EBITDA (each as defined in the credit agreement) for the trailing twelve-month period. The maximum amount of unrestricted cash and cash equivalents that can be netted against Consolidated Indebtedness in the calculation of the Leverage Ratio is $1.50 billion. We met the covenant as of December 31, 2024.

The Credit Facility also includes a provision that the occurrence of a change of control of Paramount will be an event of default that would give the lenders the right to accelerate any outstanding loans and terminate their commitments. On August 1, 2024, we entered into amendments to the Credit Facility and our $1.9 billion standby letter of credit facility (see Note 19), which, among other things, revise the change of control provision and related definitions to reflect the ownership structure of Paramount after giving effect to the Transactions and the NAI Transaction. In addition, the amendments increase the amount of unrestricted cash and cash equivalents that can be netted against Consolidated Indebtedness in the calculation of the Leverage Ratio to $3.0 billion. These amendments will only become operative upon closing of the Transactions (see Note 1).

Other Bank Borrowings
At both December 31, 2024 and 2023, we had no outstanding bank borrowings under Miramax’s $50 million credit facility that matures in November 2025.