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v3.23.4

Debt | 12 Months Ended
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Dec. 31, 2023
Debt Disclosure [Abstract] |
Debt | Debt The following is a summary of our debt and finance leases as of December 31, 2023 (in millions):
| Net Carrying Value |  | Unpaid Principal Balance |  | Unused Committed Amount (1) |  | Contractual Interest Rates |  | Contractual Maturity Date
| Current |  | Long-Term |  |  |  |
Recourse debt: |  |  |  |  |  |  |  |  |  |  |
2024 Notes | $ | 37 |  |  | $ | — |  |  | $ | 37 |  |  | $ | — |  |  | 2.00 | % |  | May 2024
RCF Credit Agreement | — |  |  | — |  |  | — |  |  | 5,000 |  |  | Not applicable |  | January 2028
Solar Bonds | — |  |  | 7 |  |  | 7 |  |  | — |  |  | 4.70-5.75% |  | March 2025 - January 2031
Other | — |  |  | — |  |  | — |  |  | 28 |  |  | Not applicable |  | December 2026
Total recourse debt | 37 |  |  | 7 |  |  | 44 |  |  | 5,028 |  |  |  |  |
Non-recourse debt: |  |  |  |  |  |  |  |  |  |  |
Automotive Asset-backed Notes | 1,906 |  |  | 2,337 |  |  | 4,259 |  |  | — |  |  | 0.60-6.57% |  | July 2024-May 2031
Solar Asset-backed Notes | 4 |  |  | 8 |  |  | 13 |  |  | — |  |  | 4.80 | % |  | December 2026
Cash Equity Debt | 28 |  |  | 330 |  |  | 367 |  |  | — |  |  | 5.25-5.81% |  | July 2033-January 2035
Total non-recourse debt | 1,938 |  |  | 2,675 |  |  | 4,639 |  |  | — |  |  |  |  |
Total debt | 1,975 |  |  | 2,682 |  |  | $ | 4,683 |  |  | $ | 5,028 |  |  |  |  |
Finance leases | 398 |  |  | 175 |  |  |  |  |  |  |  |  |
Total debt and finance leases | $ | 2,373 |  |  | $ | 2,857 |  |  |  |  |  |  |  |  |
The following is a summary of our debt and finance leases as of December 31, 2022 (in millions):
| Net Carrying Value |  | Unpaid Principal Balance |  | Unused Committed Amount (2) |  | Contractual Interest Rates |  | Contractual Maturity Date
| Current |  | Long-Term |  |  |  |
Recourse debt: |  |  |  |  |  |  |  |  |  |  |
2024 Notes | $ | — |  |  | $ | 37 |  |  | $ | 37 |  |  | $ | — |  |  | 2.00 | % |  | May 2024
Credit Agreement | — |  |  | — |  |  | — |  |  | 2,266 |  |  | Not applicable |  | July 2023
Solar Bonds | — |  |  | 7 |  |  | 7 |  |  | — |  |  | 4.70-5.75% |  | March 2025 - January 2031
Total recourse debt | — |  |  | 44 |  |  | 44 |  |  | 2,266 |  |  |  |  |
Non-recourse debt: |  |  |  |  |  |  |  |  |  |  |
Automotive Asset-backed Notes | 984 |  |  | 613 |  |  | 1,603 |  |  | — |  |  | 0.36-4.64% |  | December 2023-September 2025
Solar Asset-backed Notes | 4 |  |  | 13 |  |  | 17 |  |  | — |  |  | 4.80 | % |  | December 2026
Cash Equity Debt | 28 |  |  | 359 |  |  | 397 |  |  | — |  |  | 5.25-5.81% |  | July 2033-January 2035
Automotive Lease-backed Credit Facilities | — |  |  | — |  |  | — |  |  | 151 |  |  | Not applicable |  | September 2024
Total non-recourse debt | 1,016 |  |  | 985 |  |  | 2,017 |  |  | 151 |  |  |  |  |
Total debt | 1,016 |  |  | 1,029 |  |  | $ | 2,061 |  |  | $ | 2,417 |  |  |  |  |
Finance leases | 486 |  |  | 568 |  |  |  |  |  |  |  |  |
Total debt and finance leases | $ | 1,502 |  |  | $ | 1,597 |  |  |  |  |  |  |  |  |
(1)There are no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our RCF Credit Agreement, except certain specified conditions prior to draw-down. Refer to the section below for the terms of the facility. (2)There were no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our credit facilities, except certain specified conditions prior to draw-down, including pledging to our lenders sufficient amounts of qualified receivables, inventories, leased vehicles and our interests in those leases or various other assets as described below. 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 debt discounts or deferred issuance costs. As of December 31, 2023, we were in material compliance with all financial debt covenants. 2024 Notes The closing price of our common stock continued to exceed 130% of the applicable conversion price of our 2024 Notes on at least 20 of the last 30 consecutive trading days of each quarter in 2023, causing the 2024 Notes to be convertible by their holders in the subsequent quarter. As of December 31, 2023, the if-converted value of the notes exceeds the outstanding principal amount by $406 million. Upon conversion, the 2024 Notes will be settled in cash, shares of our common stock or a combination thereof, at our election. Credit Agreement In June 2015, we entered into a senior asset-based revolving credit agreement (as amended from time to time, the “Credit Agreement”) with a syndicate of banks. Borrowed funds bear interest, at our option, at an annual rate of (a) 1% plus LIBOR or (b) the highest of (i) the federal funds rate plus 0.50%, (ii) the lenders’ “prime rate” or (iii) 1% plus LIBOR. The fee for undrawn amounts is 0.25% per annum. The Credit Agreement is secured by certain of our accounts receivable, inventory and equipment. Availability under the Credit Agreement is based on the value of such assets, as reduced by certain reserves. In January 2023, we entered into a 5-year senior unsecured revolving credit facility (the “RCF Credit Agreement”) with a syndicate of banks to replace the existing Credit Agreement, which was terminated. The RCF Credit Agreement contains two optional one-year extensions and has a total commitment of up to $5.00 billion, which could be increased up to $7.00 billion under certain circumstances. The underlying borrowings may be used for general corporate purposes. Borrowed funds accrue interest at a variable rate equal to: (i) for dollar-denominated loans, at our election, (a) Term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate; (ii) for loans denominated in pounds sterling, SONIA (the sterling overnight index average reference rate); or (iii) for loans denominated in euros, an adjusted EURIBOR (euro interbank offered rate); in each case, plus an applicable margin. The applicable margin will be based on the rating assigned to our senior, unsecured long-term indebtedness (the “Credit Rating”) from time to time. The fee for undrawn amounts is variable based on the Credit Rating and is currently 0.125% per annum. Automotive Asset-backed Notes From time to time, we transfer receivables and/or beneficial interests related to certain vehicles (either leased or financed) into special purpose entities (“SPEs”) and issue Automotive Asset-backed Notes, backed by these automotive assets to investors. The SPEs are consolidated in the financial statements. The cash flows generated by these automotive assets are used to service the principal and interest payments on the Automotive Asset-backed Notes and satisfy the SPEs’ expenses, and any remaining cash is distributed to the owners of the SPEs. We recognize revenue earned from the associated customer lease or financing contracts in accordance with our revenue recognition policy. The SPEs’ assets and cash flows are not available to our other creditors, and the creditors of the SPEs, including the Automotive Asset-backed Note holders, have no recourse to our other assets. In 2023, we transferred beneficial interests related to certain leased vehicles and financing receivables into SPEs and issued $3.93 billion in aggregate principal amount of Automotive Asset-backed Notes, with terms similar to our other previously issued Automotive Asset-backed Notes. The proceeds from the issuance, net of debt issuance costs, were $3.92 billion. Cash Equity Debt In connection with the cash equity financing deals closed in 2016, our subsidiaries issued $502 million in aggregate principal amount of debt that bears interest at fixed rates. This debt is secured by, among other things, our interests in certain financing funds and is non-recourse to our other assets. Automotive Lease-backed Credit Facilities In the third quarter of 2023, we terminated our Automotive Lease-backed Credit Facilities and the previously committed funds are no longer available for future borrowings. Pledged Assets As of December 31, 2023 and 2022, we had pledged or restricted $4.64 billion and $2.02 billion of our assets (consisting principally of operating lease vehicles, financing receivables, restricted cash, and equity interests in certain SPEs) as collateral for our outstanding debt. Schedule of Principal Maturities of Debt The future scheduled principal maturities of debt as of December 31, 2023 were as follows (in millions):
| Recourse debt |  | Non-recourse debt |  | Total
2024 | $ | 37 |  |  | $ | 1,941 |  |  | $ | 1,978 |
2025 | 4 |  |  | 1,663 |  |  | 1,667 |
2026 | — |  |  | 494 |  |  | 494 |
2027 | — |  |  | 276 |  |  | 276 |
2028 | — |  |  | 44 |  |  | 44 |
Thereafter | 3 |  |  | 221 |  |  | 224 |
Total | $ | 44 |  |  | $ | 4,639 |  |  | $ | 4,683 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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