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Debt
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt
Note 8 – Debt

Debt was as follows:
(in millions)December 31,
2023
December 31,
2022
7.875% Senior Notes due 2023
$— $4,250 
7.125% Senior Notes due 2024
2,500 2,500 
3.500% Senior Notes due 2025
3,000 3,000 
4.738% Series 2018-1 A-1 Notes due 2025
656 1,181 
7.625% Senior Notes due 2025
1,500 1,500 
1.500% Senior Notes due 2026
1,000 1,000 
2.250% Senior Notes due 2026
1,800 1,800 
2.625% Senior Notes due 2026
1,200 1,200 
7.625% Senior Notes due 2026
1,500 1,500 
3.750% Senior Notes due 2027
4,000 4,000 
5.375% Senior Notes due 2027
500 500 
2.050% Senior Notes due 2028
1,750 1,750 
4.750% Senior Notes due 2028
1,500 1,500 
4.750% Senior Notes to affiliates due 2028
1,500 1,500 
4.800% Senior Notes due 2028
900 — 
4.910% Class A Senior ABS Notes due 2028
750 750 
4.950% Senior Notes due 2028
1,000 — 
5.152% Series 2018-1 A-2 Notes due 2028
1,562 1,838 
6.875% Senior Notes due 2028
2,475 2,475 
2.400% Senior Notes due 2029
500 500 
2.625% Senior Notes due 2029
1,000 1,000 
3.375% Senior Notes due 2029
2,350 2,350 
3.875% Senior Notes due 2030
7,000 7,000 
2.250% Senior Notes due 2031
1,000 1,000 
2.550% Senior Notes due 2031
2,500 2,500 
2.875% Senior Notes due 2031
1,000 1,000 
3.500% Senior Notes due 2031
2,450 2,450 
2.700% Senior Notes due 2032
1,000 1,000 
8.750% Senior Notes due 2032
2,000 2,000 
5.050% Senior Notes due 2033
2,600 — 
5.200% Senior Notes due 2033
1,250 1,250 
5.750% Senior Notes due 2034
1,000 — 
4.375% Senior Notes due 2040
2,000 2,000 
3.000% Senior Notes due 2041
2,500 2,500 
4.500% Senior Notes due 2050
3,000 3,000 
3.300% Senior Notes due 2051
3,000 3,000 
3.400% Senior Notes due 2052
2,800 2,800 
5.650% Senior Notes due 2053
1,750 1,000 
5.750% Senior Notes due 2054
1,250 — 
6.000% Senior Notes due 2054
1,000 — 
3.600% Senior Notes due 2060
1,700 1,700 
5.800% Senior Notes due 2062
750 750 
Other debt— 20 
Unamortized premium on debt to third parties1,011 1,335 
Unamortized discount on debt to third parties(223)(199)
Debt issuance costs and consent fees(263)(240)
Total debt75,018 71,960 
Less: Current portion of Senior Notes to affiliates— — 
Less: Current portion of Senior Notes and other debt to third parties3,619 5,164 
Total long-term debt$71,399 $66,796 
Classified on the consolidated balance sheets as:
Long-term debt$69,903 $65,301 
Long-term debt to affiliates1,496 1,495 
Total long-term debt$71,399 $66,796 
Our effective interest rate, excluding the impact of derivatives and capitalized interest, was approximately 4.0% and 3.9% on weighted-average debt outstanding of $75.4 billion and $72.5 billion for the years ended December 31, 2023 and 2022, respectively. The weighted-average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees.

Senior Notes

The Senior Notes are guaranteed on a senior unsecured basis by the Company and certain of our consolidated subsidiaries. They are redeemable at our discretion, in whole or in part, at any time. The redemption price is calculated by reference to date on which such notes are redeemed and generally includes a premium that steps down gradually as the Senior Notes approach their par call date, on or after which they are redeemable at par. The amount of time by which the par call date precedes the maturity date of the respective series of Senior Notes varies from one to three years.

Issuances and Borrowings

During the year ended December 31, 2023, we issued the following Senior Notes:
(in millions)Principal IssuancesPremiums/Discounts and Issuance CostsNet Proceeds from Issuance of Long-Term DebtIssue Date
4.950% Senior Notes due 2028
$1,000 $(6)$994 February 9, 2023
5.050% Senior Notes due 2033
1,250 (9)1,241 February 9, 2023
5.650% Senior Notes due 2053
750 26 776 February 9, 2023
4.800% Senior Notes due 2028
900 (5)895 May 11, 2023
5.050% Senior Notes due 2033
1,350 (28)1,322 May 11, 2023
5.750% Senior Notes due 2054
1,250 (16)1,234 May 11, 2023
5.750% Senior Notes due 2034
1,000 (6)994 September 14, 2023
6.000% Senior Notes due 2054
1,000 (10)990 September 14, 2023
Total of Senior Notes issued$8,500 $(54)$8,446 

Subsequent to December 31, 2023, on January 12, 2024, we issued $1.0 billion of 4.850% Senior Notes due 2029, $1.3 billion of 5.150% Senior Notes due 2034 and $750 million of 5.500% Senior Notes due 2055. We intend to use the net proceeds of $3.0 billion for general corporate purposes, which may include among other things, share repurchases, any dividends declared by our Board of Directors and refinancing of existing indebtedness on an ongoing basis.

Credit Facilities

On October 17, 2022, we entered into an Amended and Restated Credit Agreement (the “October 2022 Credit Agreement”) with certain financial institutions named therein. The October 2022 Credit Agreement amends and restates in its entirety the Credit Agreement originally dated April 1, 2020, and provides for a $7.5 billion revolving credit facility, including a letter of credit sub-facility of up to $1.5 billion, and a swingline loan sub-facility of up to $500 million. Commitments under the October 2022 Credit Agreement will mature on October 17, 2027, except as otherwise extended or replaced. Borrowings under the October 2022 Credit Agreement will bear interest based upon the applicable benchmark rate, depending on the type of loan and, in some cases, at our election, plus a margin that is determined by reference to the credit rating of T-Mobile USA’s senior unsecured long-term debt. The October 2022 Credit Agreement contains customary representations, warranties and covenants, including a financial maintenance covenant of 4.5x with respect to T-Mobile USA, Inc.’s Leverage Ratio (as defined therein) commencing with the period ended December 31, 2022. As of December 31, 2023 and 2022, we did not have an outstanding balance under this facility.
Note Redemption and Repayments

During the year ended December 31, 2023, we made the following note redemption and repayments:
(in millions)Principal AmountRedemption or Repayment Date
7.875% Senior Notes due 2023
$4,250 September 15, 2023
Total Redemptions$4,250 
4.738% Secured Series 2018-1 A-1 Notes due 2025
$525 Various
5.152% Series 2018-1 A-2 Notes due 2028
276 Various
Total Repayments$801 

Asset-backed Notes

On October 12, 2022, we issued $750 million of 4.910% Class A Senior ABS Notes to third-party investors in a private placement transaction. Our ABS Notes are secured by $982 million of gross EIP receivables and future collections on such receivables. The ABS Notes issued and the assets securing this debt are included on our Consolidated Balance Sheets.

In connection with issuing the ABS Notes, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “ABS BRE”), and a trust (the “ABS Trust” and together with the ABS BRE, the “ABS Entities”), in which the ABS BRE holds a residual interest. The ABS BRE’s residual interest in the ABS Trust represents the rights to all funds not needed to make required payments on the ABS Notes and other related payments and expenses.

Under the terms of the ABS Notes, our wholly owned subsidiary, T-Mobile Financial LLC (“FinCo”), and certain of our other wholly owned subsidiaries (collectively, the “Originators”) transfer EIP receivables to the ABS BRE, which in turn transfers such receivables to the ABS Trust, which issued the ABS Notes. The Class A senior ABS Notes have an expected weighted average life of approximately 2.5 years. Under the terms of the transaction, there is a two-year revolving period during which we may transfer additional receivables to the ABS Entities as collections on the receivables are received. The EIP receivables transferred to the ABS Entities and related assets, consisting primarily of restricted cash, will only be available for payment of the ABS Notes and expenses related thereto, payments to the Originators in respect of additional transfers of device payment plan agreement receivables, and other obligations arising from our ABS Notes transactions, and will not be available to pay our other obligations until the associated ABS Notes and related obligations are satisfied. The third-party investors in the Class A senior ABS Notes have legal recourse only to the assets of the ABS Trust securing the ABS Notes and do not have any recourse to T-Mobile with respect to the payment of principal and interest. The receivables transferred to the ABS Trust will only be available for payment of the ABS Notes and other obligations arising from the transaction and will not be available to pay any obligations or claims of T-Mobile’s creditors.

Under a parent support agreement, T-Mobile has agreed to guarantee the performance of the obligations of FinCo, which will continue to service the receivables, and the other T-Mobile entities participating in the transaction. However, T-Mobile does not guarantee any principal or interest on the ABS Notes or any payments on the underlying EIP receivables.

The ABS Notes became redeemable, in whole but not in part, in November 2023. If redeemed on or after November 20, 2024, or if the aggregate principal balance of the transferred EIP receivables is equal to or less than 10% of the aggregate principal balance of the EIP receivables transferred upon issuance of the ABS Notes, we can redeem the ABS Notes without incurring a Make-Whole Payment; otherwise, a Make-Whole Payment applies.

Cash collections on the EIP receivables are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Other current assets on our Consolidated Balance Sheets.

The expected maturities of our ABS Notes are as follows:
Expected Maturities
(in millions)20242025
4.910% Class A Senior ABS Notes due 2028
$198 $552 
Variable Interest Entities

The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have the power to direct the activities of the ABS Entities that most significantly impact their performance. Those activities include selecting which receivables are transferred into the ABS Entities, servicing such receivables, and funding of the ABS Entities. Additionally, our equity interest and residual interest in the ABS BRE and the ABS Trust, respectively, obligate us to absorb losses and gives us the right to receive benefits from the ABS Entities that could potentially be significant to the ABS Entities. Accordingly, we include the balances and results of operations of the ABS Entities in our consolidated financial statements.

The following table summarizes the carrying amounts and classification of assets and liabilities included in our Consolidated Balance Sheets with respect to the ABS Entities:
(in millions)December 31,
2023
December 31,
2022
Assets
Equipment installment plan receivables, net$739 $652 
Equipment installment plan receivables due after one year, net168 281 
Other current assets101 73 
Liabilities
Accounts payable and accrued liabilities
Short-term debt198 — 
Long-term debt550 746 

See Note 3 – Receivables and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes.

Spectrum Financing

On April 1, 2020, 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 (collectively, the “Spectrum Portfolio”) transferred to wholly owned bankruptcy-remote special purpose entities (collectively, the “Spectrum Financing SPEs”). As of December 31, 2023 and 2022, the total outstanding obligations under these Notes was $2.2 billion and $3.0 billion, respectively.

In October 2016, certain subsidiaries of Sprint Communications, Inc. transferred the Spectrum Portfolio to the Spectrum Financing SPEs, which was used as collateral to raise an initial $3.5 billion in senior secured notes (the “2016 Spectrum-Backed Notes”) bearing interest at 3.360% per annum under a $7.0 billion securitization program. The 2016 Spectrum-Backed Notes were repayable over a five-year term, with interest-only payments over the first four quarters and amortizing quarterly principal payments thereafter commencing December 2017 through September 2021. We fully repaid the 2016 Spectrum-Backed Notes in 2021.

In March 2018, Sprint issued approximately $3.9 billion in aggregate principal amount of senior secured notes (the “2018 Spectrum-Backed Notes” and together with the 2016 Spectrum-Backed Notes, the “Spectrum-Backed Notes”) under the existing $7.0 billion securitization program, consisting of two series of senior secured notes. The first series of notes totaled $2.1 billion in aggregate principal amount, bears interest at 4.738% per annum, and has quarterly interest-only payments until June 2021, with additional quarterly principal payments commencing in June 2021 through March 2025. As of December 31, 2023, $525 million of the aggregate principal amount was classified as Short-term debt on our Consolidated Balance Sheets. The second series of notes totaled approximately $1.8 billion in aggregate principal amount, bears interest at 5.152% per annum, and has quarterly interest-only payments until June 2023, with additional quarterly principal payments commencing in June 2023 through March 2028. As of December 31, 2023, $368 million of the aggregate principal amount was classified as Short-term debt on our Consolidated Balance Sheets. The Spectrum Portfolio, which also serves as collateral for the Spectrum-Backed Notes, remains substantially identical to the original portfolio from October 2016.

Simultaneously with the October 2016 offering, Sprint Communications, Inc. entered into a long-term lease with the Spectrum Financing SPEs for the ongoing use of the Spectrum Portfolio. Sprint Communications, Inc. is required to make monthly lease payments to the Spectrum Financing SPEs in an aggregate amount that is market-based relative to the spectrum usage rights as of the closing date and equal to $165 million per month. The lease payments, which are guaranteed by T-Mobile subsidiaries subsequent to the Merger, are sufficient to service all outstanding series of the 2016 Spectrum-Backed Notes and the lease also
constitutes collateral for the senior secured notes. Because the Spectrum Financing SPEs are wholly owned T-Mobile subsidiaries subsequent to the Merger, these entities are consolidated and all intercompany activity has been eliminated.

Each Spectrum Financing SPE is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the respective Spectrum Financing SPE, to be satisfied out of the Spectrum Financing SPE’s assets prior to any assets of such Spectrum Financing SPE becoming available to T-Mobile. Accordingly, the assets of each Spectrum Financing SPE are not available to satisfy the debts and other obligations owed to other creditors of T-Mobile until the obligations of such Spectrum Financing SPE under the Spectrum-Backed Notes are paid in full. Certain provisions of the Spectrum Financing facility require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash.

Restricted Cash

Certain provisions of our debt agreements require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash.

Commercial Paper

On July 25, 2023, we established an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time. This program supplements our other available external financing arrangements, and proceeds are expected to be used for general corporate purposes. As of December 31, 2023, there was no outstanding balance under this program.

Standby Letters of Credit

For the purposes of securing our obligations to provide device insurance services and for the purposes of securing our general purpose obligations, we maintain an agreement for standby letters of credit with certain financial institutions. Our outstanding standby letters of credit were $238 million and $352 million as of December 31, 2023 and 2022, respectively.