| Debt |
Note 10 –Debt
The following is a summary of our debt and finance leases as of March 31, 2020 (in millions):
|
|
|
|
|
|
Unpaid |
|
|
Unused |
|
|
|
|
|
|
|
|
|
|
Net Carrying Value |
|
|
Principal |
|
|
Committed |
|
|
Contractual |
|
|
Contractual |
|
|
|
Current |
|
|
Long-Term |
|
|
Balance |
|
|
Amount (1) |
|
|
Interest Rates |
|
|
Maturity Date |
|
Recourse debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.25% Convertible Senior Notes due in 2021
("2021 Notes") |
|
$ |
1,320 |
|
|
$ |
— |
|
|
$ |
1,380 |
|
|
$ |
— |
|
|
|
1.25 |
% |
|
March 2021 |
|
2.375% Convertible Senior Notes due in 2022
("2022 Notes") |
|
|
— |
|
|
|
910 |
|
|
|
978 |
|
|
|
— |
|
|
|
2.375 |
% |
|
March 2022 |
|
2.00% Convertible Senior Notes due in 2024
("2024 Notes") |
|
|
— |
|
|
|
1,405 |
|
|
|
1,840 |
|
|
|
— |
|
|
|
2.00 |
% |
|
May 2024 |
|
5.30% Senior Notes due in 2025
("2025 Notes") |
|
|
— |
|
|
|
1,783 |
|
|
|
1,800 |
|
|
|
— |
|
|
|
5.30 |
% |
|
August 2025 |
|
Credit Agreement |
|
|
158 |
|
|
|
1,861 |
|
|
|
2,019 |
|
|
|
304 |
|
|
1.8% - 3.3% |
|
|
June 2020-July 2023 |
|
Zero-Coupon Convertible Senior Notes due in
2020 |
|
|
99 |
|
|
|
— |
|
|
|
103 |
|
|
|
— |
|
|
|
0.0 |
% |
|
December 2020 |
|
Solar Bonds and other Loans |
|
|
12 |
|
|
|
52 |
|
|
|
67 |
|
|
|
— |
|
|
3.6%-5.8% |
|
|
April 2020 - January 2031 |
|
Total recourse debt |
|
|
1,589 |
|
|
|
6,011 |
|
|
|
8,187 |
|
|
|
304 |
|
|
|
|
|
|
|
|
Non-recourse debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive Asset-backed Notes |
|
|
604 |
|
|
|
837 |
|
|
|
1,447 |
|
|
|
— |
|
|
2.0%-7.9% |
|
|
May 2020- May 2023 |
|
Solar Asset-backed Notes |
|
|
37 |
|
|
|
1,102 |
|
|
|
1,167 |
|
|
|
— |
|
|
4.0%-7.7% |
|
|
September 2024-February 2048 |
|
China Loan Agreements |
|
|
338 |
|
|
|
418 |
|
|
|
756 |
|
|
|
1,522 |
|
|
3.7%-4.0% |
|
|
September 2020-December 2024 |
|
Cash Equity Debt |
|
|
10 |
|
|
|
427 |
|
|
|
450 |
|
|
|
— |
|
|
5.3%-5.8% |
|
|
July 2033-January 2035 |
|
Solar Loan-backed Notes |
|
|
12 |
|
|
|
149 |
|
|
|
168 |
|
|
|
— |
|
|
4.8%-7.5% |
|
|
September 2048-September 2049 |
|
Warehouse Agreements |
|
|
68 |
|
|
|
458 |
|
|
|
526 |
|
|
|
574 |
|
|
3.0%-3.3% |
|
|
September 2021 |
|
Solar Term Loans |
|
|
158 |
|
|
|
— |
|
|
|
158 |
|
|
|
— |
|
|
|
5.3 |
% |
|
January 2021 |
|
Canada Credit Facility |
|
|
20 |
|
|
|
10 |
|
|
|
30 |
|
|
|
— |
|
|
4.2%-5.9% |
|
|
November 2022 |
|
Solar Renewable Energy Credit and
other Loans |
|
|
15 |
|
|
|
67 |
|
|
|
82 |
|
|
|
— |
|
|
4.3%-7.3% |
|
|
June 2020-June 2022 |
|
Total non-recourse debt |
|
|
1,262 |
|
|
|
3,468 |
|
|
|
4,784 |
|
|
|
2,096 |
|
|
|
|
|
|
|
|
Total debt |
|
|
2,851 |
|
|
|
9,479 |
|
|
$ |
12,971 |
|
|
$ |
2,400 |
|
|
|
|
|
|
|
|
Finance leases |
|
|
366 |
|
|
|
1,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt and finance leases |
|
$ |
3,217 |
|
|
$ |
10,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of our debt and finance leases as of December 31, 2019 (in millions):
|
|
|
|
|
|
Unpaid |
|
|
Unused |
|
|
|
|
|
|
|
|
|
|
Net Carrying Value |
|
|
Principal |
|
|
Committed |
|
|
Contractual |
|
|
Contractual |
|
|
|
Current |
|
|
Long-Term |
|
|
Balance |
|
|
Amount (1) |
|
|
Interest Rates |
|
|
Maturity Date |
|
Recourse debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.25% Convertible Senior Notes due in 2021
("2021 Notes") |
|
$ |
— |
|
|
$ |
1,304 |
|
|
$ |
1,380 |
|
|
$ |
— |
|
|
|
1.25 |
% |
|
March 2021 |
|
2.375% Convertible Senior Notes due in 2022
("2022 Notes") |
|
|
— |
|
|
|
902 |
|
|
|
978 |
|
|
|
— |
|
|
|
2.375 |
% |
|
March 2022 |
|
2.00% Convertible Senior Notes due in 2024
("2024 Notes") |
|
|
— |
|
|
|
1,383 |
|
|
|
1,840 |
|
|
|
— |
|
|
|
2.00 |
% |
|
May 2024 |
|
5.30% Senior Notes due in 2025
("2025 Notes") |
|
|
— |
|
|
|
1,782 |
|
|
|
1,800 |
|
|
|
— |
|
|
|
5.30 |
% |
|
August 2025 |
|
Credit Agreement |
|
|
141 |
|
|
|
1,586 |
|
|
|
1,727 |
|
|
|
499 |
|
|
2.7%-4.8% |
|
|
June 2020-July 2023 |
|
Zero-Coupon Convertible Senior Notes due in
2020 |
|
|
97 |
|
|
|
— |
|
|
|
103 |
|
|
|
— |
|
|
|
0.0 |
% |
|
December 2020 |
|
Solar Bonds and other Loans |
|
|
15 |
|
|
|
53 |
|
|
|
70 |
|
|
|
— |
|
|
3.6%-5.8% |
|
|
March 2020-January 2031 |
|
Total recourse debt |
|
|
253 |
|
|
|
7,010 |
|
|
|
7,898 |
|
|
|
499 |
|
|
|
|
|
|
|
|
Non-recourse debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive Asset-backed Notes |
|
|
573 |
|
|
|
997 |
|
|
|
1,577 |
|
|
|
— |
|
|
2.0%-7.9% |
|
|
February 2020- May 2023 |
|
Solar Asset-backed Notes |
|
|
32 |
|
|
|
1,123 |
|
|
|
1,183 |
|
|
|
— |
|
|
4.0%-7.7% |
|
|
September 2024-February 2048 |
|
China Loan Agreements |
|
|
444 |
|
|
|
297 |
|
|
|
741 |
|
|
|
1,542 |
|
|
3.7%-4.0% |
|
|
September 2020-December 2024 |
|
Cash Equity Debt |
|
|
10 |
|
|
|
430 |
|
|
|
454 |
|
|
|
— |
|
|
5.3%-5.8% |
|
|
July 2033-January 2035 |
|
Solar Loan-backed Notes |
|
|
11 |
|
|
|
164 |
|
|
|
182 |
|
|
|
— |
|
|
4.8%-7.5% |
|
|
September 2048-September 2049 |
|
Warehouse Agreements |
|
|
21 |
|
|
|
146 |
|
|
|
167 |
|
|
|
933 |
|
|
3.1%-3.6% |
|
|
September 2021 |
|
Solar Term Loans |
|
|
8 |
|
|
|
152 |
|
|
|
161 |
|
|
|
— |
|
|
|
5.4 |
% |
|
January 2021 |
|
Canada Credit Facility |
|
|
24 |
|
|
|
16 |
|
|
|
40 |
|
|
|
— |
|
|
4.2%-5.9% |
|
|
November 2022 |
|
Solar Renewable Energy Credit and
other Loans |
|
|
23 |
|
|
|
67 |
|
|
|
89 |
|
|
|
6 |
|
|
4.5%-7.4% |
|
|
March 2020-June 2022 |
|
Total non-recourse debt |
|
|
1,146 |
|
|
|
3,392 |
|
|
|
4,594 |
|
|
|
2,481 |
|
|
|
|
|
|
|
|
Total debt |
|
|
1,399 |
|
|
|
10,402 |
|
|
$ |
12,492 |
|
|
$ |
2,980 |
|
|
|
|
|
|
|
|
Finance leases |
|
|
386 |
|
|
|
1,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt and finance leases |
|
$ |
1,785 |
|
|
$ |
11,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Unused committed amounts under some of our credit facilities and financing funds are subject to satisfying specified conditions prior to draw-down (such as pledging to our lenders sufficient amounts of qualified receivables, inventories, leased vehicles and our interests in those leases, solar energy systems and the associated customer contracts, our interests in financing funds or various other assets). Upon draw-down of any unused committed amounts, there are no restrictions on use of available funds for general corporate purposes. |
Recourse debt refers to debt that is recourse to our general assets. Non-recourse debt refers to debt that is recourse to only assets of our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to convertible senior note conversion features, debt discounts or deferred financing costs. As of March 31, 2020, we were in material compliance with all financial debt covenants, which include minimum liquidity and expense-coverage balances and ratios.
2021, 2022 and 2024 Notes
During the first quarter of 2020, the closing price of our common stock exceeded 130% of the applicable conversion price of our 2021, 2022 and 2024 Notes (collectively referred to as “Notes”) on at least 20 of the last 30 consecutive trading days of the quarter; therefore, holders of the Notes may convert their notes during the second quarter of 2020. As the maturity date of the 2021 Notes is March 2021, we classified the $1.32 billion carrying value of our 2021 Notes as current liabilities. Additionally, as the settlement of conversion of the 2021 Notes would be in cash for the principal amount and, if applicable, cash and/or shares of our common stock for any conversion premium at our election, we reclassified $60 million, representing the difference between the aggregate principal of our 2021 Notes and the carrying value, as mezzanine equity from permanent equity on our consolidated balance sheet as of March 31, 2020. As the settlement of conversion of the 2022 Notes and 2024 Notes would be in cash, shares of our common stock or a combination thereof is at our election, the liability is classified as non-current. Should the closing price conditions be met in a future quarter, the Notes will be convertible at their holders’ option during the immediately following quarter.
Credit Agreement
In March 2020, we upsized our senior asset-based revolving credit agreement (the “Credit Agreement”) by $100 million, which matures July 2023, to $2.525 billion.
Interest Expense
The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs and the amortization of debt discounts on our convertible senior notes with cash conversion features, which includes the 0.25% Convertible Senior Notes due in 2019 (matured in March 2019) and the Notes (in millions):
|
|
|
Three Months Ended March 31, |
|
|
|
|
2020 |
|
|
2019 |
|
|
Contractual interest coupon |
|
$ |
19 |
|
|
$ |
10 |
|
|
Amortization of debt issuance costs |
|
|
2 |
|
|
|
2 |
|
|
Amortization of debt discounts |
|
|
44 |
|
|
|
28 |
|
|
Total |
|
$ |
65 |
|
|
$ |
40 |
|
|