Debt (Tables)

9 Months Ended

Sep. 30, 2017

During the nine months ended September 30, 2017, we issued the following Senior Notes:



(in millions)	Principal Issuances		Issuance Costs		Net Proceeds from Issuance of Long-Term Debt
4.000% Senior Notes due 2022	$	500	$	2	$	498
5.125% Senior Notes due 2025	500		2		498
5.375% Senior Notes due 2027	500		1		499
Total of Senior Notes Issued	$	1,500	$	5	$	1,495

On May 9, 2017, we exercised our option under existing purchase agreements and issued the following Senior Notes to DT:



(in millions)	Principal Issuances		Premium		Net Proceeds from Issuance of Long-Term Debt
5.300% Senior Notes due 2021	$	2,000	$	—	$	2,000
6.000% Senior Notes due 2024	1,350		40		1,390
6.000% Senior Notes due 2024	650		24		674
Total	$	4,000	$	64	$	4,064

During the nine months ended September 30, 2017, we made the following borrowings:



(in millions)	Net Proceeds from Issuance of Long-Term Debt		Extinguishments			Write-off of Discounts and Issuance Costs ⁽¹⁾
LIBOR plus 2.00% Senior Secured Term Loan due 2022	$	2,000	$	—		$	—
LIBOR plus 2.00% Senior Secured Term Loan due 2024	2,000		—			—
LIBOR plus 2.750% Senior Secured Term Loan ⁽²⁾	—		(1,980		)	13
Total	$	4,000	$	(1,980	)	$	13


(1)	Write-off of discounts and issuance costs are included in Other income (expense), net in our Condensed Consolidated Statements of Comprehensive Income and Other, net within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.


(2)	Our Senior Secured Term Loan extinguished during the nine months ended September 30, 2017 was Third Party debt.

The following table sets forth the debt balances and activity as of, and for the nine months ended, September 30, 2017:



(in millions)	December 31, 2016		Issuances and Borrowings ⁽¹⁾		Note Redemptions ⁽¹⁾			Extinguishments ⁽¹⁾			Repayments			Other ⁽²⁾		September 30, 2017
Short-term debt	$	354	$	—	$	—		$	(20	)	$	—		$	224	$	558
Long-term debt	21,832		1,495		(8,365		)	(1,947		)	—			148		13,163
Total debt to third parties	22,186		1,495		(8,365		)	(1,967		)	—			372		13,721
Short-term debt to affiliates	—		2,910		—			—			(2,910		)	—		—
Long-term debt to affiliates	5,600		8,985		—			—			—			1		14,586
Total debt to affiliates	5,600		11,895		—			—			(2,910		)	1		14,586
Total debt	$	27,786	$	13,390	$	(8,365	)	$	(1,967	)	$	(2,910	)	$	373	$	28,307


(1)	Issuances and borrowings, note redemptions and extinguishments are recorded net of related issuance costs, discounts and premiums. Issuances and borrowings for Short-term debt to affiliates represent net outstanding borrowings on our senior secured revolving credit facility.

(2)

Other includes: $299 million of issuances of short-term debt related to vendor financing arrangements, of which $291 million is related to financing of property and equipment. During the nine months ended September 30, 2017, we repaid $296 million under the vendor financing arrangements. As of September 30, 2017, vendor financing arrangements totaled $3 million. Vendor financing arrangements are included in Short-term debt within Total current liabilities in our Condensed Consolidated Balance Sheets. Additional activity in Other includes capital leases and the amortization of discounts and premiums. As of September 30, 2017 and December 31, 2016, capital lease liabilities totaled $1.8 billion and $1.4 billion, respectively.

During the nine months ended September 30, 2017, we issued the following Senior Notes to DT:



(in millions)	Principal Issuances (Redemptions)			Discounts ⁽¹⁾			Net Proceeds from Issuance of Long-Term Debt
4.000% Senior Notes due 2022	$	1,000		$	(23	)	$	977
5.125% Senior Notes due 2025	1,250			(28		)	1,222
5.375% Senior Notes due 2027 ⁽²⁾	1,250			(28		)	1,222
6.288% Senior Reset Notes due 2019	(1,250		)	—			(1,250		)
6.366% Senior Reset Notes due 2020	(1,250		)	—			(1,250		)
Total	$	1,000		$	(79	)	$	921


(1)	Discounts reduce Proceeds from issuance of long-term debt and are included within Net cash (used in) provided by financing activities in our Condensed Consolidated Statements of Cash Flows.


(2)	In April 2017, we issued to DT $750 million in aggregate principal amount of the 5.375% Senior Notes due 2027, and in September 2017, we issued to DT the remaining $500 million in aggregate principal amount of the 5.375% Senior Notes due 2027.

Debt Instrument Redemption

During the nine months ended September 30, 2017, we made the following note redemptions:



(in millions)	Principal Amount		Write-off of Premiums, Discounts and Issuance Costs ⁽¹⁾			Call Penalties^{(1) (2)}		Redemption Date	Redemption Price
6.625% Senior Notes due 2020	$	1,000	$	(45	)	$	22	February 10, 2017	102.208	%
5.250% Senior Notes due 2018	500		1			7		March 4, 2017	101.313	%
6.250% Senior Notes due 2021	1,750		(71		)	55		April 1, 2017	103.125	%
6.464% Senior Notes due 2019	1,250		—			—		April 28, 2017	100.000	%
6.542% Senior Notes due 2020	1,250		—			21		April 28, 2017	101.636	%
6.633% Senior Notes due 2021	1,250		—			41		April 28, 2017	103.317	%
6.731% Senior Notes due 2022	1,250		—			42		April 28, 2017	103.366	%
Total note redemptions	$	8,250	$	(115	)	$	188


(1)	Write-off of premiums, discounts, issuance costs and call penalties are included in Other income (expense), net in our Condensed Consolidated Statements of Comprehensive Income. Write-off of premiums, discounts and issuance costs are included in Other, net within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.


(2)	The call penalty is the excess paid over the principal amount. Call penalties are included within Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.