Debt and Other Obligations



	Original Issue Date	Contractual Maturity Date ^(a)		Balance as of September 30, 2018			Balance as of December 31, 2017		Stated Interest Rate as of September 30, 2018^(a)
Bank debt - variable rate:
2016 Revolver	Jan. 2016	June 2023	^(e)	$	805	^(b)(d)(e)	$	980	3.5	%	^(e)
2016 Term Loan A	Jan. 2016	June 2023	^(e)	2,368			2,397		3.5	%	^(e)
Total bank debt				3,173			3,377
Securitized debt - fixed rate:
Secured Notes, Series 2009-1, Class A-1	July 2009	Aug. 2019		17			32		6.3	%
Secured Notes, Series 2009-1, Class A-2	July 2009	Aug. 2029		70			70		9.0	%
Tower Revenue Notes, Series 2010-3	Jan. 2010	Jan. 2040	^(c)	—		^(d)	1,246		N/A
Tower Revenue Notes, Series 2010-6	Aug. 2010	Aug. 2040	^(c)	—		^(f)	995		N/A
Tower Revenue Notes, Series 2015-1	May 2015	May 2042	^(c)	298			297		3.2	%
Tower Revenue Notes, Series 2015-2	May 2015	May 2045	^(c)	693			692		3.7	%
Tower Revenue Notes, Series 2018-1	July 2018	July 2043	^(c)	247		^(f)	—		3.7	%
Tower Revenue Notes, Series 2018-2	July 2018	July 2048	^(c)	740		^(f)	—		4.2	%
Total securitized debt				2,065			3,332
Bonds - fixed rate:
5.250% Senior Notes	Oct. 2012	Jan. 2023		1,641			1,639		5.3	%
3.849% Secured Notes	Dec. 2012	Apr. 2023		994			993		3.9	%
4.875% Senior Notes	Apr. 2014	Apr. 2022		844			842		4.9	%
3.400% Senior Notes	Feb./May 2016	Feb. 2021		850			850		3.4	%
4.450% Senior Notes	Feb. 2016	Feb. 2026		892			891		4.5	%
3.700% Senior Notes	May 2016	June 2026		743			743		3.7	%
2.250% Senior Notes	Sept. 2016	Sept. 2021		696			695		2.3	%
4.000% Senior Notes	Feb. 2017	Mar. 2027		494			494		4.0	%
4.750% Senior Notes	May 2017	May 2047		343			343		4.8	%
3.200% Senior Notes	Aug. 2017	Sept. 2024		743			742		3.2	%
3.650% Senior Notes	Aug. 2017	Sept. 2027		992			991		3.7	%
3.150% Senior Notes	Jan. 2018	July 2023		742		^(d)	—		3.2	%
3.800% Senior Notes	Jan. 2018	Feb. 2028		988		^(d)	—		3.8	%
Total bonds				10,962			9,223
Other:
Capital leases and other obligations	Various	Various		224			227		Various
Total debt and other obligations				16,424			16,159
Less: current maturities and short-term debt and other current obligations				111			115
Non-current portion of long-term debt and other long-term obligations				$	16,313		$	16,044


(a)	See the 2017 Form 10-K, including note 8, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.


(b)	As of September 30, 2018, the undrawn availability under the 2016 Revolver was $3.4 billion.

(c)

If the respective series of such debt is not paid in full on or prior to an applicable date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series, and additional interest (of an additional approximately 5% per annum) will accrue on the respective series. See the 2017 Form 10-K for additional information regarding these provisions.

(d)

In January 2018, the Company issued $750 million aggregate principal amount of 3.150% senior unsecured notes due July 2023 ("3.15% Senior Notes") and $1.0 billion aggregate principal amount of 3.800% senior unsecured notes due February 2028 ("3.80% Senior Notes") (collectively, "January 2018 Senior Notes Offering"). The Company used the net proceeds of the January 2018 Senior Notes Offering to repay (1) in full the January 2010 Tower Revenue Notes and (2) a portion of the outstanding borrowings under the 2016 Revolver.

(e)

In June 2018, the Company entered into an amendment to the Credit Facility to (1) increase commitments on the 2016 Revolver by $750 million, for total 2016 Revolver commitments of $4.25 billion, and (2) extend the maturity of the Credit Facility from August 2022 to June 2023. Additionally, pursuant to this amendment and with regards to the Credit Facility, the Company is obligated to pay (1) interest at a rate per annum equal to LIBOR plus a credit spread ranging from 1.00% to 1.75%, and (2) commitment fees ranging from 0.125% and 0.35%, each of which is based on the Company's senior unsecured debt rating.

(f)

In July 2018, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("July 2018 Tower Revenue Notes"), which were issued pursuant to the existing indenture and have similar terms and security as the Company's existing Tower Revenue Notes. The July 2018 Tower Revenue Notes consist of (1) $250 million aggregate principal amount of 3.720% senior secured tower revenue notes ("3.72% Notes") with an anticipated repayment date of July 2023 and a final maturity of July 2043 and (2) $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("4.241% Notes") with an anticipated repayment date of July 2028 and a final maturity of July 2048. The Company used the net proceeds of the July 2018 Tower Revenue Notes, together with cash on hand, to repay all of the previously outstanding Tower Revenue Notes, Series 2010-6 and to pay related fees and expenses. In addition to the July 2018 Tower Revenue Notes described above, in connection with Exchange Act risk retention requirements ("Risk Retention Rules"), an indirect subsidiary of the Company issued and a majority-owned affiliate of the Company purchased approximately $53 million of the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028 to retain an eligible horizontal residual interest (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the July 2018 Tower Revenue Notes.

Contractual Maturities

The following are the scheduled contractual maturities of the total debt and other long-term obligations of the Company outstanding as of September 30, 2018. These maturities reflect contractual maturity dates and do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes.



	Three Months Ending December 31,		Years Ending December 31,												Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
	2018		2019		2020		2021		2022		Thereafter		Total Cash Obligations		Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
Scheduled contractual maturities	$	28	$	107	$	139	$	1,700	$	1,085	$	13,479	$	16,538	$	(114	)	$	16,424

Purchases and Redemptions of Long-Term Debt

The following is a summary of purchases and redemptions of long-term debt during the nine months ended September 30, 2018.



	Principal Amount		Cash Paid^(a)		Gains (Losses)^(b)
Tower Revenue Notes, Series 2010-3	$	1,250	$	1,318	$	(71	)
2016 Term Loan A	$	—	$	—	$	(3	)
Tower Revenue Notes, Series 2010-6	$	1,000	$	1,028	$	(32	)
Total	$	2,250	$	2,346	$	(106	)


(a)	Exclusive of accrued interest.


(b)	Inclusive of the write off of respective deferred financing costs.

Interest Expense and Amortization of Deferred Financing Costs

The components of interest expense and amortization of deferred financing costs are as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Interest expense on debt obligations	$	158		$	152		$	473		$	422
Amortization of deferred financing costs and adjustments on long-term debt	5			5			16			15
Other, net of capitalized interest	(3		)	(3		)	(11		)	(7		)
Total	$	160		$	154		$	478		$	430