Debt | Debt As discussed in Note 3 , " Discontinued Operations ," on June 30, 2016, the Company completed a Spin-Off of the equipment rental business. Amounts presented herein relate to the debt associated with the vehicle rental business. The Company's debt, including its available credit facilities, consists of the following (in millions): Facility Weighted Average Interest Rate at September 30, 2016 Fixed or Maturity September 30, December 31, Non-Vehicle Debt Senior Term Loan 3.50% Floating 6/2023 $ 698 $ — Senior RCF N/A Floating 6/2021 — — Senior Term Facility N/A N/A N/A — 2,062 Senior ABL Facility N/A N/A N/A — — Senior Notes (1) 6.21% Fixed 4/2018–10/2024 4,000 3,900 Promissory Notes 7.00% Fixed 1/2028 27 27 Other Non-Vehicle Debt 2.51% Fixed Various 11 2 Unamortized Debt Issuance Costs and Net (Discount) Premium (43 ) (44 ) Total Non-Vehicle Debt 4,693 5,947 Vehicle Debt HVF U.S. Vehicle Medium Term Notes HVF Series 2010-1 (2) 4.96% Fixed 2/2018 115 240 HVF Series 2011-1 (2) 3.51% Fixed 3/2017 230 230 HVF Series 2013-1 (2) 1.91% Fixed 8/2018 625 950 970 1,420 HVF II U.S. ABS Program HVF II U.S. Vehicle Variable Funding Notes HVF II Series 2013-A (2) 1.63% Floating 10/2017 1,483 980 HVF II Series 2013-B (2) 1.68% Floating 10/2017 746 1,308 HVF II Series 2014-A N/A N/A N/A — 1,737 2,229 4,025 HVF II U.S. Vehicle Medium Term Notes HVF II Series 2015-1 (2) 2.93% Fixed 3/2020 780 780 HVF II Series 2015-2 (2) 2.30% Fixed 9/2018 250 250 HVF II Series 2015-3 (2) 2.96% Fixed 9/2020 350 350 HVF II Series 2016-1 (2) 2.72% Fixed 3/2019 439 — HVF II Series 2016-2 (2) 3.25% Fixed 3/2021 561 — HVF II Series 2016-3 (2) 2.56% Fixed 7/2019 400 — HVF II Series 2016-4 (2) 2.91% Fixed 7/2021 400 — 3,180 1,380 Facility Weighted Average Interest Rate at September 30, 2016 Fixed or Maturity September 30, December 31, Donlen ABS Program HFLF Variable Funding Notes HFLF Series 2013-2 (2) 1.65% Floating 9/2018 300 370 300 370 HFLF Medium Term Notes HFLF Series 2013-3 (2) 1.34% Floating 10/2016–11/2016 134 270 HFLF Series 2014-1 (2) 1.17% Floating 12/2016–3/2017 179 288 HFLF Series 2015-1 (2) 1.20% Floating 3/2018–5/2018 272 295 HFLF Series 2016-1 (2) 1.85% Floating 2/2019–4/2019 385 — 970 853 Other Vehicle Debt U.S. Vehicle RCF (3) 3.03% Floating 6/2021 193 — U.S. Vehicle Financing Facility N/A N/A N/A — 190 European Revolving Credit Facility 2.11% Floating 10/2017 381 273 European Vehicle Notes (4) 4.29% Fixed 1/2019–10/2021 729 464 European Securitization (2) 1.55% Floating 10/2018 474 267 Canadian Securitization (2) 1.88% Floating 1/2018 267 148 Australian Securitization (2) 3.12% Floating 7/2018 121 98 Brazilian Vehicle Financing Facility 17.63% Floating 10/2016 9 7 New Zealand RCF 4.64% Floating 9/2018 31 — Capitalized Leases 2.43% Floating 10/2016–3/2020 359 362 2,564 1,809 Unamortized Debt Issuance Costs and Net (Discount) Premium (43 ) (34 ) Total Vehicle Debt 10,170 9,823 Total Debt $ 14,863 $ 15,770 N/A - Not Applicable (1) References to the "Senior Notes" include the series of Hertz's unsecured senior notes set forth on the table below. Outstanding principal amounts for each such series of the Senior Notes is also specified below: (In millions) Outstanding Principal Senior Notes September 30, 2016 December 31, 2015 4.25% Senior Notes due April 2018 $ 250 $ 250 7.50% Senior Notes due October 2018 — 700 6.75% Senior Notes due April 2019 1,250 1,250 5.875% Senior Notes due October 2020 700 700 7.375% Senior Notes due January 2021 500 500 6.25% Senior Notes due October 2022 500 500 5.50% Senior Notes due October 2024 800 — $ 4,000 $ 3,900 $700 million of the 7.50% Senior Notes due October 2018 were redeemed in July 2016 as further described below. $800 million of the 6.75% Senior Notes due April 2019 were redeemed in October 2016 as described in Note 19 , " Subsequent Events ." (2) Maturity reference is to the "expected final maturity date" as opposed to the subsequent "legal maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness expect the relevant indebtedness to be repaid, which in the case of the HFLF Medium Term Notes was based upon various assumptions made at the time of the pricing of such notes. The legal final maturity date is the date on which the relevant indebtedness is legally due and payable. (3) Approximately $67 million of the aggregate maximum borrowing capacity under the U.S. Vehicle RCF is scheduled to expire in January 2018 . (4) References to the "European Vehicle Notes" include the series of HHN BV's (as defined below) unsecured senior notes (converted from Euros to U.S. dollars at a rate of 1.12 to 1) set forth on the table below. Outstanding principal amounts for each such series of the European Vehicle Notes is also specified below: (In millions) Outstanding Principal European Vehicles Notes September 30, 2016 December 31, 2015 4.375% Senior Notes due January 2019 $ 477 $ 464 4.125% Senior Notes due October 2021 252 — $ 729 $ 464 The Company is highly leveraged and a substantial portion of its liquidity needs arise from debt service on its indebtedness and from the funding of its costs of operations, acquisitions and capital expenditures. The Company’s practice is to maintain sufficient liquidity through cash from operations, credit facilities and other financing arrangements, to mitigate any adverse impact on its operations resulting from adverse financial market conditions. Approximately $3.2 billion of vehicle debt will mature within the next twelve months and the Company will need to refinance a portion of the debt. The Company has reviewed the credit facilities that will mature within the next twelve months and determined that it is probable that the Company will be able, and has the intent, to refinance the credit facilities before the expiration of such facilities. In August 2016, the Company wrote off $1 million in deferred financing costs associated with the termination of HVFII commitments under the Series 2014-A Notes. In July 2016 , the Company redeemed $700 million of the 7.50% Senior Notes due October 2018 and paid a $13 million early redemption premium. The Company also wrote off $6 million in deferred financing costs associated with the 7.50% Senior Notes due October 2018 and other non-vehicle debt terminations. In June 2016, the Company paid off its Senior Term Facilities and refinanced certain vehicle debt and wrote off $20 million in deferred financing costs. Non-Vehicle Debt Senior Credit Facilities In June 2016, in connection with the Spin-Off of the equipment rental business, the Senior Term Facility and the Senior ABL Facility were repaid in full and terminated. Senior Facilities In June 2016, in connection with the Spin-Off of the equipment rental business, Hertz, as parent borrower, entered into a credit agreement with respect to a new senior secured term facility (the “Senior Term Loan”) and a new senior secured revolving credit facility (the “Senior RCF”) and, together with the Senior Term Loan, (the “Senior Facilities”). At Hertz’s option and subject to certain conditions, certain of Hertz’s domestic subsidiaries may also become party to the Senior Facilities from time to time, as subsidiary borrowers. The Senior Facilities are comprised of a Senior Term Loan, with a $700 million initial principal balance, and a Senior RCF consisting of a $1.7 billion revolving credit facility, with a portion of the Senior RCF available for the issuance of letters of credit and the issuance of swing line loans. Subject to the satisfaction of certain conditions and limitations, the Senior Facilities allow for the addition of incremental term and/or revolving loan commitments and incremental term and/or revolving loans. The interest rate applicable to the loans under the Senior Term Loan is based on a floating rate (subject to a LIBOR floor of 0.75% ) that varies depending on Hertz’s consolidated total net corporate leverage ratio. The interest rates applicable to the loans under the Senior RCF are based on a floating rate that varies depending on Hertz’s consolidated total net corporate leverage ratio and corporate ratings. The proceeds from the issuance of the Senior Term Loan were subsequently used to redeem all of the outstanding 7.50% Senior Notes (as defined below). Senior Notes In September 2016, Hertz issued $800 million in aggregate principal amount of 5.50% Senior Notes due 2024 . The proceeds of this issuance, together with available cash, were used to redeem $800 million of the 6.75% Senior Notes due 2019 in October 2016, see Note 19 , " Subsequent Events ." In July 2016, Hertz completed the redemption of all its outstanding 7.50% Senior Notes due 2018 (the " 7.50% Senior Notes") using proceeds received from the issuance of the Senior Term Loan and available cash to fund the redemption. Consequently, Hertz terminated, canceled and discharged all of its obligations under the 7.50% Senior Notes and under the Indenture dated as of September 30, 2010 (as supplemented). In addition to the payment of $700 million in principal amount of the 7.50% Senior Notes, Hertz paid an additional $25 million , comprised of $13 million for an early redemption premium of 1.875% of the principal amount outstanding and $12 million for accrued and unpaid interest through the date of redemption . Vehicle Debt HVF II U.S. Vehicle Variable Funding Notes In August 2016, HVF II terminated $500 million of commitments under the HVF II Series 2014-A Class A Notes and $20 million of commitments under the HVF II Series 2014-A Class B Notes, which commitments would have otherwise terminated as previously scheduled in October 2016. In connection with such terminations, HVF II repaid approximately $330 million of the outstanding principal amount of the HVF II Series 2014-A Class A Notes and $20 million of the outstanding principal amount of the HVF II Series 2014-A Class B Notes. There are no HVF II Series 2014-A Notes outstanding at September 30, 2016. In June 2016, HVF II terminated $1.8 billion of commitments under the HVF II Series 2014-A Class A Notes, which commitments would have otherwise terminated as previously scheduled in October 2016, such that after giving effect to such termination the aggregate maximum principal amount of the HVF II Series 2014-A Class A Notes was $500 million (subject to borrowing base availability). HVF II also terminated $20 million of commitments under the HVF II Series 2013-B Class B Notes and $20 million of commitments under the HVF II Series 2014-A Class B Notes, such that after giving effect to such terminations the aggregate maximum principal amount of the HVF II Series 2013-B Class B Notes and the HVF II Series 2014-A Class B Notes were $55 million and $20 million , respectively (in each case, subject to borrowing base availability). In addition, in June 2016 HVF II transitioned approximately $500 million of commitments available under the HVF II Series 2013-B Class A Notes to the HVF II Series 2013-A Class A Notes, such that after giving effect to such transition the aggregate maximum principal amount of the HVF II Series 2013-A Class A Notes and the HVF II Series 2013-B Class A Notes were $2.2 billion and $1.0 billion , respectively (in each case, subject to borrowing base availability). The net proceeds from the issuance of the HVF II Series 2016-3 Notes and HVF II Series 2016-4 Notes (as defined below), together with available cash, were used to repay $820 million of the outstanding principal amount of the HVF II Series 2014-A Notes. The net proceeds from the issuance of the HVF II Series 2016-1 Notes and HVF II Series 2016-2 Notes (as defined below), together with available cash, were used to repay approximately $741 million of the outstanding principal amount of the HVF II Series 2014-A Notes and approximately $264 million of the outstanding principal amount of the HVF II Series 2013-A Notes. HVF II U.S. Vehicle Medium Term Notes In June 2016, HVF II issued the Series 2016-3 Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D (collectively, the "HVF II Series 2016-3 Notes") and Series 2016-4 Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D (collectively, the "HVF II Series 2016-4 Notes") in an aggregate principal amount of approximately $848 million . The expected maturities of the Series 2016-3 Notes and the Series 2016-4 Notes are July 2019 and July 2021, respectively. There is subordination within the HVF II Series 2016-3 Notes and the HVF II Series 2016-4 Notes based on class. An affiliate of HVF II purchased the Class D Notes of each such series, and as a result, approximately $48 million of the aggregate principal amount is eliminated in consolidation. In February 2016, HVF II issued the Series 2016-1 Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D (collectively, the “HVF II Series 2016-1 Notes”) and Series 2016-2 Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D (collectively, the “HVF II Series 2016-2 Notes”) in an aggregate principal amount of approximately $1.1 billion . The expected maturities of the HVF II Series 2016-1 Notes and the HVF II Series 2016-2 Notes are March 2019 and March 2021, respectively. There is subordination within the HVF II Series 2016-1 Notes and the HVF II Series 2016-2 Notes based on class. An affiliate of HVF II purchased the Class D Notes of each such series, and as a result approximately $61 million of the aggregate principal amount is eliminated in consolidation. HFLF Variable Funding Notes In September 2016, HFLF entered into an agreement pursuant to which the maturity of the HFLF Series 2013-2 Notes was extended from September 2017 to September 2018. HFLF Medium Term Notes In April 2016, HFLF issued the Series 2016-1 Asset-Backed Notes, Class A, Class B, Class C, Class D, and Class E (collectively, the “HFLF Series 2016-1 Notes”) in an aggregate principal amount of $400 million . The expected final maturity of the HFLF Series 2016-1 Notes is February 2019 to April 2019 , based upon assumptions made at the time of the pricing of the HFLF Series 2016-1 Notes. The HFLF Series 2016-1 Notes (other than the Class A-2 Notes which are fixed rate) are floating rate and carry an interest rate based upon a spread to one-month LIBOR. An affiliate of HFLF purchased the Class E Notes, and as a result approximately $15 million of the aggregate principal amount is eliminated in consolidation. The net proceeds from the issuance of the HFLF Series 2016-1 Notes, together with available cash, were used to repay $400 million of amounts then-outstanding under the HFLF Series 2013-2 Notes. U.S. Vehicle Revolving Credit Facility In June 2016, in connection with the Spin-Off, Hertz executed a U.S. Vehicle Revolving Credit Facility of $200 million (the “U.S. Vehicle RCF”). Eligible vehicle collateral for the U.S. Vehicle RCF includes retail vehicle sales inventory, certain vehicles in Hawaii and Kansas and other vehicles owned by certain of the Company’s U.S. operating companies. U.S. Vehicle Financing Facility In June 2016, in anticipation of the Spin-Off, the U.S. Vehicle Financing Facility was terminated. Vehicles that, prior to the Spin-Off, would have been financed under the U.S. Vehicle Financing Facility will be financed under the U.S. Vehicle RCF or the HVF II U.S. ABS Program going forward, as applicable. European Revolving Credit Facility In June 2016, Hertz Holdings Netherland B.V. ("HHN BV"), an indirect wholly-owned subsidiary of Hertz, amended the European Revolving Credit Facility to provide for aggregate maximum borrowings (subject to borrowing base availability) of up to €340 million during the peak season, for a seasonal commitment period through December 2016. Following the expiration of the seasonal commitment period, aggregate maximum borrowings available under the European Revolving Credit Facility will revert to up to €250 million (subject to borrowing base availability). European Vehicle Notes In September 2016, HHN BV issued 4.125% Senior Notes due October 2021 in an aggregate original principal amount of €225 million . Proceeds of the issuance of such notes, together with available cash, were used to repay amounts outstanding under the European Revolving Credit Facility and to finance European fleet operations. European Securitization In June 2016, certain of Hertz’s foreign subsidiaries entered into an agreement pursuant to which certain terms of the European Securitization were amended. The amendment provides for, among other things, aggregate maximum borrowings (subject to borrowing base availability) of up to €460 million and an extension of the maturity from October 2017 to October 2018. Australian Securitization In July 2016, HA Fleet Pty Limited, an indirect wholly-owned subsidiary of Hertz, entered into an agreement pursuant to which the maturity of the Australian Securitization was extended from December 2016 to July 2018 . Brazilian Vehicle Financing Facility In April 2016, the Company entered into an agreement pursuant to which the maturity of the Brazilian Vehicle Financing Facility was extended from April 2016 to October 2016 . Capitalized Leases-U.K. Leveraged Financing In June 2016, the U.K. Leveraged Financing was amended to provide for aggregate maximum leasing capacity (subject to asset availability) of up to £300 million during the peak season, for a seasonal commitment period through October 2016. Following the expiration of the seasonal commitment period, aggregate maximum borrowings available under the U.K Leveraged Financing will revert to up to £250 million (subject to asset availability). New Zealand Revolving Credit Facility In September 2016, Hertz New Zealand Holdings Limited, an indirect wholly-owned subsidiary of Hertz, entered into a credit agreement that provides for aggregate maximum borrowings of NZD 60 million (subject to borrowing base availability) on a revolving basis under an asset-based revolving credit facility (the “New Zealand RCF”). See also Note 19 , " Subsequent Events ," regarding financing transactions occurring subsequent to September 30, 2016 . Borrowing Capacity and Availability Borrowing capacity and availability comes from the Company's "revolving credit facilities," which are a combination of variable funding asset-backed securitization facilities, cash-flow-based revolving credit facilities and asset-based revolving credit facilities. Creditors under each such asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. The Company's ability to borrow under each such asset-backed securitization facility and asset-based revolving credit facility is a function of, among other things, the value of the assets in the relevant collateral pool. With respect to each such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain pool of assets as the borrowing base. The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt we could borrow assuming we possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility. With respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time). With respect to the Senior RCF, "Availability Under Borrowing Base Limitation" is the same as "Remaining Capacity" since borrowings under the Senior RCF are not subject to a borrowing base. The following facilities were available to the Company as of September 30, 2016 : (In millions) Remaining Capacity Availability Under Borrowing Base Limitation Non-Vehicle Debt Senior RCF $ 1,100 $ 1,100 Total Non-Vehicle Debt 1,100 1,100 Vehicle Debt U.S. Vehicle RCF — 4 HVF II U.S. Vehicle Variable Funding Notes 1,036 4 HFLF Variable Funding Notes 200 — European Revolving Credit Facility — — European Securitization 42 3 Canadian Securitization — — Australian Securitization 72 — Capitalized Leases 64 — New Zealand RCF 12 6 Total Vehicle Debt 1,426 17 Total $ 2,526 $ 1,117 Letters of Credit As of September 30, 2016 , there were outstanding standby letters of credit totaling $614 million . Such letters of credit have been issued primarily to support the Company's vehicle rental concessions and leaseholds and its insurance programs as well as to provide credit enhancement for its asset-backed securitization facilities. Of this amount $600 million was issued under the Senior RCF, which has a $1.0 billion letter of credit sublimit, resulting in $400 million of availability under such sublimit. As of September 30, 2016 , none of the letters of credit have been drawn upon. Special Purpose Entities Substantially all of the revenue earning vehicles and certain related assets are owned by special purpose entities, or are encumbered in favor of the lenders under the various credit facilities, other secured financings and asset-backed securities programs. None of such assets (including the assets owned by Hertz Vehicle Financing II LP, Hertz Vehicle Financing LLC, Rental Car Finance LLC, DNRS II LLC, HFLF, Donlen Trust and various international subsidiaries that facilitate the Company's international securitizations) are available to satisfy the claims of general creditors. Some of these special purpose entities are consolidated variable interest entities, of which the Company is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of September 30, 2016 and December 31, 2015 , the Company's International Fleet Financing No. 1 B.V., International Fleet Financing No. 2 B.V. and HA Funding Pty, Ltd. variable interest entities had total assets of $677 million and $418 million , respectively, primarily comprised of loans receivable and revenue earning vehicles, and total liabilities of $677 million and $418 million , respectively, primarily comprised of debt. Covenants The Company refers to Hertz and its subsidiaries as the Hertz credit group. The indentures for the Senior Notes contain covenants that, among other things, limit or restrict the ability of the Hertz credit group to incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain restricted payments (including paying dividends, redeeming stock or making other distributions to parent entities of Hertz and other persons outside of the Hertz credit group), make investments, create liens, transfer or sell assets, merge or consolidate, or enter into certain transactions with Hertz's affiliates that are not members of the Hertz credit group. Certain other debt instruments and credit facilities (including the Senior Facilities) contain a number of covenants that, among other things, limit or restrict the ability of the borrowers and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain restricted payments (including paying dividends, share repurchases or making other distributions), create liens, make investments, make acquisitions, engage in mergers, fundamentally change the nature of their business, make capital expenditures, or engage in certain transactions with certain affiliates. The Senior RCF contains a financial maintenance covenant that is only applicable to the Senior RCF. This financial covenant and related components of its computation are defined in the credit agreement related to the Senior RCF. The financial covenant provides that Hertz's consolidated total net corporate leverage ratio, as defined in the credit agreement related to the Senior RCF, as of the last day of any fiscal quarter, commencing with September 30, 2016, may not exceed the ratios indicated below: Fiscal Quarter(s) Ending Maximum Ratio September 30, 2016 5.25 to 1.00 December 31, 2016 through March 31, 2017 4.75 to 1.00 June 30, 2017 through September 30, 2017 5.25 to 1.00 December 31, 2017 4.75 to 1.00 March 31, 2018 4.50 to 1.00 June 30, 2018 through September 30, 2018 5.00 to 1.00 December 31, 2018 through March 31, 2019 4.50 to 1.00 June 30, 2019 through September 30, 2019 5.00 to 1.00 December 31, 2019 through March 31, 2020 4.50 to 1.00 June 30, 2020 through September 30, 2020 5.00 to 1.00 December 31, 2020 through March 31, 2021 4.50 to 1.00 |