| Schedule of Debt |
The following table sets forth the debt balances and activity as of, and for the six months ended, June 30, 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions) | December 31, 2019 | | Proceeds from Issuances and Borrowings (1) | | Assumed Debt (2) | | Note Redemptions (1) | | Repayments (4) | | Reclassifications (1) | | Other (3) | | June 30, 2020 | | Short-term debt | $ | 25 | | | $ | 18,782 | | | $ | 2,760 | | | $ | (18,749) | | | $ | (394) | | | $ | 1,395 | | | $ | (1) | | | $ | 3,818 | | | Long-term debt | 10,958 | | | 26,594 | | | 29,037 | | | — | | | (2,310) | | | (1,395) | | | (101) | | | 62,783 | | | Total debt to third parties | 10,983 | | | 45,376 | | | 31,797 | | | (18,749) | | | (2,704) | | | — | | | (102) | | | 66,601 | | | Short-term debt to affiliates | — | | | — | | | — | | | (2,000) | | | — | | | 3,231 | | | 4 | | | 1,235 | | | Long-term debt to affiliates | 13,986 | | | (13) | | | — | | | (6,041) | | | — | | | (3,231) | | | 5 | | | 4,706 | | | Total debt | $ | 24,969 | | | $ | 45,363 | | | $ | 31,797 | | | $ | (26,790) | | | $ | (2,704) | | | $ | — | | | $ | (93) | | | $ | 72,542 | |
(1)Issuances and borrowings, note redemptions, and reclassifications are recorded net of related issuance costs, discounts and premiums. Includes the issuance of $38 million in vendor financing agreements as well as payments for requisite consents to DT and third-party note holders of $13 million and $95 million, respectively, made on April 1, 2020 in connection with closing of the Merger, which were recognized as a reduction to Long-term debt in our Condensed Consolidated Balance Sheets. (2)In connection with the Merger, we assumed certain of Sprint’s indebtedness, as described below. (3)Other includes the amortization of premiums, discounts, debt issuance costs and consent fees. (4)In conjunction with the Merger, the total principal amount outstanding under Sprint’s accounts receivable facility of $2.3 billion was repaid on April 1, 2020, and the facility was terminated. During the six months ended June 30, 2020, we issued the following Senior Secured Notes and entered into the following Secured loan facilities: | | | | | | | | | | | | | | | | | | | | | | | | | (in millions) | Principal Issuances | | Discounts and Issuance Costs | | Net Proceeds from Issuance of Long-Term Debt | | Issue Date | 3.500% Senior Secured Notes due 2025 | $ | 3,000 | | | $ | 12 | | | $ | 2,988 | | | April 9, 2020 | 3.750% Senior Secured Notes due 2027 | 4,000 | | | 17 | | | 3,983 | | | April 9, 2020 | 3.875% Senior Secured Notes due 2030 | 7,000 | | | 78 | | | 6,922 | | | April 9, 2020 | 4.375% Senior Secured Notes due 2040 | 2,000 | | | 47 | | | 1,953 | | | April 9, 2020 | 4.500% Senior Secured Notes due 2050 | 3,000 | | | 24 | | | 2,976 | | | April 9, 2020 | 1.500% Senior Secured Notes due 2026 | 1,000 | | | 5 | | | 995 | | | June 24, 2020 | 2.050% Senior Secured Notes due 2028 | 1,250 | | | 8 | | | 1,242 | | | June 24, 2020 | 2.550% Senior Secured Notes due 2031 | 1,750 | | | 12 | | | 1,738 | | | June 24, 2020 | | Total of Senior Secured Notes issued | $ | 23,000 | | | $ | 203 | | | $ | 22,797 | | | | | | | | | | | | Secured bridge loan facility due 2021 | $ | 19,000 | | | $ | 257 | | | $ | 18,743 | | | April 1, 2020 | Secured term loan facility due 2027 | 4,000 | | | 107 | | | 3,893 | | | April 1, 2020 | | Total of Secured loan facilities issued | $ | 23,000 | | | $ | 364 | | | $ | 22,636 | | | | | | | | | | | | | Total Issuances and Borrowings | $ | 46,000 | | | $ | 567 | | | $ | 45,433 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In connection with the Merger, we assumed the following indebtedness of Sprint: | | | | | | | | | | | | | | | | | | | | | | (in millions) | | Fair value as of April 1, 2020 | | Principal Outstanding as of June 30, 2020 | | Carrying Value as of June 30, 2020 | | | | | | | | 7.250% Senior Notes due 2021 | | $ | 2,324 | | | $ | 2,250 | | | $ | 2,312 | | 7.875% Senior Notes due 2023 | | 4,682 | | | 4,250 | | | 4,653 | | 7.125% Senior Notes due 2024 | | 2,746 | | | 2,500 | | | 2,733 | | 7.625% Senior Notes due 2025 | | 1,677 | | | 1,500 | | | 1,669 | | 7.625% Senior Notes due 2026 | | 1,701 | | | 1,500 | | | 1,694 | | | | | | | | | 3.360% Senior Secured Series 2016-1 A-1 Notes due 2021 (1) | | 1,310 | | | 1,094 | | | 1,092 | | 4.738% Senior Secured Series 2018-1 A-1 Notes due 2025 (1) | | 2,153 | | | 2,100 | | | 2,150 | | 5.152% Senior Secured Series 2018-1 A-2 Notes due 2028 (1) | | 1,960 | | | 1,838 | | | 1,957 | | | | | | | | | 7.000% Senior Notes due 2020 | | 1,510 | | | 1,500 | | | 1,503 | | 11.500% Senior Notes due 2021 | | 1,105 | | | 1,000 | | | 1,090 | | 6.000% Senior Notes due 2022 | | 2,372 | | | 2,280 | | | 2,363 | | | | | | | | | 6.875% Senior Notes due 2028 | | 2,834 | | | 2,475 | | | 2,826 | | 8.750% Senior Notes due 2032 | | 2,649 | | | 2,000 | | | 2,640 | | | Accounts receivable facility | | 2,310 | | | — | | | — | | | Other debt | | 464 | | | 362 | | | 353 | | | Total Debt Assumed | | $ | 31,797 | | | $ | 26,649 | | | $ | 29,035 | |
(1)In connection with the closing of the Merger, we assumed Sprint’s spectrum-backed notes which are collateralized by the acquired directly held and third-party leased Spectrum licenses. See “Spectrum Financing” section below for further information.
|
| Debt Instrument Redemption |
During the six months ended June 30, 2020, we repaid the following loan facilities and redeemed the following Senior Notes to affiliates: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions) | Principal Amount | | Write-off of Premiums and Issuance Costs (1) | | Other (2) | | Redemption or Repayment Date | | Redemption Price | Secured bridge loan facility due 2021 | $ | 19,000 | | | $ | 251 | | | $ | (47) | | | April 9, 2020 | | 100 | % | | Total of Secured loan facility with Third Parties redeemed | $ | 19,000 | | | $ | 251 | | | $ | (47) | | | | | | | | | | | | | | | | 5.300% Senior Notes to affiliates due 2021 (3) | $ | 2,000 | | | $ | — | | | $ | — | | | April 1, 2020 | | 100 | % | 6.000% Senior Notes to affiliates due 2024 (3) | 1,350 | | (26) | | | — | | | April 1, 2020 | | 100 | % | 6.000% Senior Notes to affiliates due 2024 (3) | 650 | | (15) | | | — | | | April 1, 2020 | | 100 | % | | Incremental term loan facility to affiliates due 2022 | 2,000 | | — | | | — | | | April 1, 2020 | | 100 | % | | Incremental term loan facility to affiliates due 2024 | 2,000 | | — | | | — | | | April 1, 2020 | | 100 | % | | Total of Senior Notes and Incremental term loan facilities to affiliates redeemed | $ | 8,000 | | | $ | (41) | | | $ | — | | | | | | | Total Redemptions | $ | 27,000 | | | $ | 210 | | | $ | (47) | | | | | | | | | | | | | | | | | Accounts receivable facility | $ | 2,310 | | | $ | — | | | $ | — | | | April 1, 2020 | | 100 | % | 3.360% Senior Secured Series 2016-1 A-1 Notes due 2021 | 219 | | | — | | | — | | | June 1, 2020 | | N/A | | Other debt | 175 | | | — | | | — | | | Various | | N//A | | Total Repayments | $ | 2,704 | | | $ | — | | | $ | — | | | | | |
(1)Write-off of premiums and issuance costs are included in Other expense, net in our Condensed Consolidated Statements of Comprehensive Income. Write-off of issuance costs are included in Loss on redemption of debt within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows. (2)Primarily represents a reimbursement of a portion of the commitment letter fees that were paid to financial institutions when we drew down on the Secured Bridge Loan Facility on April 1, 2020 and is included in Other expense, net in our Condensed Consolidated Statements of Comprehensive Income. (3)Pursuant to the Financing Matters Agreement, the Senior Notes were effectively redeemed through a repurchase and were cancelled and retired in full on April 1, 2020.
|