Debt

3 Months Ended

Mar. 31, 2020

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