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Quarterly Financial Information (Unaudited) Quarterly Financial Information (Unaudited)
12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information (Unaudited)
Quarterly Financial Information (Unaudited)

As further described in Note 2 - "Restatement," in lieu of filing quarterly reports on Form 10-Q for 2014, quarterly financial data for 2014 and 2013 (as restated) is included in this Annual Report in the tables that follow. Amounts are computed independently each quarter, therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.
QUARTERLY CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
 
March 31, 2014
 
June 30, 2014
 
September 30, 2014
ASSETS
 
 
 
 
 
Cash and cash equivalents
$
498

 
$
540

 
$
629

Restricted cash and cash equivalents
453

 
717

 
748

Receivables, net of allowance of $69, $70 and $66, respectively
1,344

 
1,511

 
1,702

Due from Hertz Global Holdings, Inc.
114

 
95

 
96

Inventories, net
94

 
103

 
94

Prepaid expenses and other assets
818

 
772

 
786

Revenue earning equipment, at cost:
 
 
 
 
 
Cars
14,995

 
16,553

 
15,809

Less accumulated depreciation - cars
(2,931
)
 
(3,244
)
 
(3,491
)
Other equipment
3,585

 
3,695

 
3,707

Less accumulated depreciation - other equipment
(1,144
)
 
(1,175
)
 
(1,173
)
Revenue earning equipment, net
14,505

 
15,829

 
14,852

Property and equipment:
 
 
 
 
 
Land, buildings and leasehold improvements
1,282

 
1,319

 
1,325

Service equipment and other
1,051

 
1,066

 
1,067

Less accumulated depreciation
(1,051
)
 
(1,108
)
 
(1,128
)
Property and equipment, net
1,282

 
1,277

 
1,264

Other intangible assets, net
4,100

 
4,067

 
4,049

Goodwill
1,353

 
1,353

 
1,349

Total assets
$
24,562

 
$
26,264

 
$
25,569

LIABILITIES AND EQUITY
 
 
 
 
 
Accounts payable
$
1,307

 
$
1,705

 
$
1,078

Accrued liabilities
1,166

 
1,078

 
1,156

Accrued taxes, net
160

 
155

 
191

Debt
16,042

 
17,310

 
16,986

Public liability and property damage
366

 
378

 
385

Deferred taxes on income, net
2,917

 
2,941

 
2,963

Total liabilities
21,958

 
23,567

 
22,759

Commitments and contingencies

 

 

Equity:
 
 
 
 
 
The Hertz Corporation and Subsidiaries stockholder's equity
 
 
 
 
 
Common Stock, $0.01 par value, 3,000 shares authorized, 100 shares issued and outstanding

 

 

Additional paid-in capital
3,562

 
3,570

 
3,570

Accumulated deficit
(945
)
 
(872
)
 
(722
)
Accumulated other comprehensive loss
(13
)
 
(1
)
 
(38
)
Total equity
2,604

 
2,697

 
2,810

Total liabilities and equity
$
24,562

 
$
26,264

 
$
25,569



QUARTERLY CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
 
(As Restated)
 
March 31, 2013 (1)
 
June 30, 2013 (2)
 
September 30, 2013 (3)
ASSETS
 
 
 
 
 
Cash and cash equivalents
$
650

 
$
467

 
$
505

Restricted cash and cash equivalents
415

 
390

 
522

Receivables, net of allowance of $58, $56 and $67, respectively
1,448

 
1,545

 
1,597

Due from Hertz Global Holdings, Inc.
13

 
1

 
11

Inventories, net
107

 
127

 
104

Prepaid expenses and other assets
543

 
755

 
666

Revenue earning equipment:
 
 
 
 
 
Cars
13,632

 
15,418

 
15,177

Less accumulated depreciation - cars
(1,958
)
 
(2,125
)
 
(2,396
)
Other equipment
3,336

 
3,452

 
3,514

Less accumulated depreciation - other equipment
(1,060
)
 
(1,062
)
 
(1,102
)
Revenue earning equipment, net
13,950

 
15,683

 
15,193

Property and equipment:
 
 
 
 
 
Land, buildings and leasehold improvements
1,224

 
1,241

 
1,284

Service equipment and other
1,033

 
1,041

 
950

Less accumulated depreciation
(991
)
 
(1,021
)
 
(958
)
Property and equipment, net
1,266

 
1,261

 
1,276

Other intangible assets, net
4,161

 
4,136

 
4,126

Goodwill
1,346

 
1,363

 
1,363

Total assets
$
23,899

 
$
25,728

 
$
25,363

LIABILITIES AND EQUITY
 
 
 
 
 
Accounts payable
$
1,337

 
$
1,520

 
$
981

Accrued liabilities
1,260

 
1,242

 
1,356

Accrued taxes, net
146

 
138

 
182

Debt
15,876

 
17,394

 
17,055

Public liability and property damage
322

 
328

 
347

Deferred taxes on income, net
2,687

 
2,739

 
2,812

Total liabilities
21,628

 
23,361

 
22,733

Commitments and contingencies

 

 

Equity:
 
 
 
 
 
The Hertz Corporation and Subsidiaries stockholder's equity
 
 
 
 
 
Common Stock, $0.01 par value, 3,000 shares authorized, 100 shares issued and outstanding

 

 

Additional paid-in capital
3,520

 
3,533

 
3,548

Accumulated deficit
(1,199
)
 
(1,091
)
 
(861
)
Accumulated other comprehensive loss
(50
)
 
(75
)
 
(57
)
Total equity
2,271

 
2,367

 
2,630

Total liabilities and equity
$
23,899

 
$
25,728

 
$
25,363


QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
First
Quarter
 
Second
Quarter
 
Year to Date Second Quarter
 
Third
Quarter
 
Year to Date Third Quarter
 
Fourth
Quarter
 
2014
 
2014
 
2014
 
2014
 
2014
 
2014
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
2,039

 
$
2,304

 
$
4,343

 
$
2,563

 
$
6,907

 
$
2,000

Worldwide equipment rental
358

 
384

 
743

 
413

 
1,155

 
416

All other operations
139

 
142

 
280

 
145

 
425

 
143

Total revenues
2,536

 
2,830

 
5,366

 
3,121

 
8,487

 
2,559

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
1,443

 
1,594

 
3,037

 
1,702

 
4,738

 
1,575

Depreciation of revenue earning equipment and lease charges, net
726

 
708

 
1,434

 
746

 
2,180

 
853

Selling, general and administrative
276

 
265

 
541

 
303

 
844

 
246

Interest expense, net
153

 
162

 
315

 
163

 
479

 
163

Other (income) expense, net
(3
)
 
(22
)
 
(25
)
 
3

 
(22
)
 
6

Total expenses
2,595

 
2,707

 
5,302

 
2,917

 
8,219

 
2,843

Income (loss) before income taxes
(59
)
 
123

 
64

 
204

 
268

 
(284
)
(Provision) benefit for taxes on income (loss)
(8
)
 
(50
)
 
(58
)
 
(54
)
 
(112
)
 
50

Net income (loss)
$
(67
)
 
$
73

 
$
6

 
$
150

 
$
156

 
$
(234
)

QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
 
(As Restated)
 
First
Quarter
 
Second
Quarter
 
Year to Date Second Quarter
 
Third
Quarter
 
Year to Date Third Quarter
 
Fourth
Quarter
 
2013 (4)
 
2013 (5)
 
2013 (6)
 
2013 (7)
 
2013 (8)
 
2013 (9)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
1,955

 
$
2,197

 
$
4,153

 
$
2,538

 
$
6,690

 
$
2,019

Worldwide equipment rental
353

 
381

 
734

 
403

 
1,138

 
401

All other operations
129

 
130

 
258

 
134

 
392

 
135

Total revenues
2,437

 
2,708

 
5,145

 
3,075

 
8,220

 
2,555

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
1,364

 
1,417

 
2,781

 
1,547

 
4,328

 
1,449

Depreciation of revenue earning equipment and lease charges, net
589

 
632

 
1,220

 
672

 
1,893

 
641

Selling, general and administrative
250

 
287

 
538

 
282

 
819

 
234

Interest expense, net
161

 
168

 
329

 
173

 
502

 
168

Other (income) expense, net

 
(2
)
 
(2
)
 
44

 
42

 
21

Total expenses
2,364

 
2,502

 
4,866

 
2,718

 
7,584

 
2,513

Income (loss) before income taxes
73

 
206

 
279

 
357

 
636

 
42

(Provision) benefit for taxes on income (loss)
(59
)
 
(86
)
 
(145
)
 
(128
)
 
(272
)
 
(56
)
Net income (loss)
$
14

 
$
120

 
$
134

 
$
229

 
$
364

 
$
(14
)
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
Three Months Ended
March 31, 2014
 
Six Months Ended
June 30, 2014
 
Nine Months Ended September 30, 2014
Cash flows from operating activities:
 
 
 
 
 
Net income (loss)
$
(67
)
 
$
6

 
$
156

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
Depreciation of revenue earning equipment, net
707

 
1,393

 
2,119

Depreciation and amortization, non-fleet assets
90

 
180

 
272

Amortization and write-off of deferred financing costs
12

 
27

 
41

Amortization and write-off of debt discount
(2
)
 
(4
)
 
(8
)
Stock-based compensation charges
8

 
13

 
14

Provision for receivables allowance
16

 
32

 
47

Deferred taxes on income
(5
)
 
23

 
33

Impairment charges and asset write-downs

 
10

 
10

Other
2

 
(4
)
 
3

Changes in assets and liabilities, net of effects of acquisition:
 
 
 
 
 
Receivables
(85
)
 
(284
)
 
(187
)
Inventories, prepaid expenses and other assets
(25
)
 
(51
)
 
(58
)
Accounts payable
2

 
32

 
34

Accrued liabilities
75

 
(2
)
 
153

Accrued taxes
16

 
7

 
57

Public liability and property damage
16

 
28

 
47

Net cash provided by (used in) operating activities
760

 
1,406

 
2,733

Cash flows from investing activities:
 
 
 
 
 
Net change in restricted cash and cash equivalents
407

 
143

 
107

Revenue earning equipment expenditures
(2,582
)
 
(5,996
)
 
(8,442
)
Proceeds from disposal of revenue earning equipment
1,859

 
3,717

 
5,316

Capital asset expenditures, non-fleet
(75
)
 
(151
)
 
(232
)
Proceeds from disposal of property and equipment
25

 
45

 
67

Acquisitions, net of cash acquired
(6
)
 
(6
)
 
(69
)
Equity method investment

 

 
(30
)
Repayments of loans with Hertz Global Holdings, Inc.
(14
)
 
(27
)
 
(28
)
Proceeds from loans with Hertz Global Holdings, Inc.

 
25

 
25

Other investing activities

 

 

Net cash provided by (used in) investing activities
(386
)
 
(2,250
)
 
(3,286
)
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
 
 
 
 
 
 
 
Three Months Ended
March 31, 2014
 
Six Months Ended
June 30, 2014
 
Nine Months Ended September 30, 2014
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of long-term debt
400

 
414

 
400

Repayments of long-term debt
(92
)
 
(97
)
 
(207
)
Short-term borrowings:
 
 
 
 
 
Proceeds
169

 
269

 
528

Payments
(259
)
 
(369
)
 
(537
)
Proceeds under the revolving lines of credit
1,081

 
2,779

 
4,018

Payments under the revolving lines of credit
(1,582
)
 
(2,017
)
 
(3,405
)
Payment of financing costs
(7
)
 
(6
)
 
(12
)
Other
3

 
2

 
4

Net cash provided by financing activities
(287
)
 
975

 
789

Effect of foreign exchange rate changes on cash and cash equivalents

 
(2
)
 
(18
)
Net change in cash and cash equivalents during the period
87

 
129

 
218

Cash and cash equivalents at beginning of period
411

 
411

 
411

Cash and cash equivalents at end of period
$
498

 
$
540

 
$
629

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
(As Restated)
 
Three Months Ended
March 31, 2013 (10)
 
Six Months Ended
June 30, 2013 (11)
 
Nine Months Ended September 30, 2013 (12)
Cash flows from operating activities:
 
 
 
 
 
Net income (loss)
$
14

 
$
134

 
$
364

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 
 
 
 
Depreciation of revenue earning equipment
572

 
1,186

 
1,833

Depreciation and amortization, non-fleet assets
84

 
167

 
249

Amortization and write-off of deferred financing costs
11

 
25

 
41

Amortization and write-off of debt discount
(1
)
 
(3
)
 
(5
)
Stock-based compensation charges
8

 
18

 
31

Provision for receivables allowance
21

 
35

 
59

Deferred taxes on income
37

 
93

 
177

Impairment charges and asset write-downs

 
2

 
42

Other
(1
)
 
(4
)
 
(4
)
Changes in assets and liabilities:
 
 
 
 
 
Receivables
(43
)
 
(229
)
 
(182
)
Inventories, prepaid expenses and other assets
(24
)
 
(41
)
 
(2
)
Accounts payable
46

 
89

 
88

Accrued liabilities
27

 
5

 
118

Accrued taxes
1

 
(11
)
 
26

Public liability and property damage
(10
)
 
(15
)
 
(2
)
Net cash provided by operating activities
742

 
1,451

 
2,833

Cash flows from investing activities:
 
 
 
 
 
Net change in restricted cash and cash equivalents
127

 
153

 
24

Revenue earning equipment expenditures
(3,254
)
 
(6,812
)
 
(9,318
)
Proceeds from disposal of revenue earning equipment
2,236

 
3,738

 
5,661

Capital asset expenditures, non-fleet
(78
)
 
(166
)
 
(250
)
Proceeds from disposal of property and equipment
24

 
45

 
66

Acquisitions, net of cash acquired
(3
)
 
(14
)
 
(14
)
Equity method investment

 
(213
)
 
(213
)
Repayments of loans with Hertz Global Holdings, Inc.
(17
)
 
(25
)
 
(39
)
Proceeds from loans with Hertz Global Holdings, Inc.
16

 
37

 
40

Other investing activities

 
(4
)
 
(3
)
Net cash used in investing activities
(949
)
 
(3,261
)
 
(4,046
)
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
 
(As Restated)
 
Three Months Ended
March 31, 2013 (10)
 
Six Months Ended
June 30, 2013 (11)
 
Nine Months Ended September 30, 2013 (12)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of long-term debt
1,202

 
1,204

 
1,208

Repayments of long-term debt
(299
)
 
(321
)
 
(371
)
Short-term borrowings:
 
 
 
 
 
Proceeds
129

 
332

 
472

Payments
(195
)
 
(436
)
 
(711
)
Proceeds under the revolving lines of credit
1,579

 
3,680

 
5,250

Payments under the revolving lines of credit
(1,611
)
 
(2,218
)
 
(4,167
)
Payment of financing costs
(15
)
 
(20
)
 
(27
)
Dividend paid to Hertz Global Holdings, Inc.
(467
)
 
(480
)
 
(480
)
Other
1

 
4

 
5

Net cash provided by financing activities
324

 
1,745

 
1,179

Effect of foreign exchange rate changes on cash and cash equivalents
(8
)
 
(9
)
 
(2
)
Net change in cash and cash equivalents during the period
109

 
(74
)
 
(36
)
Cash and cash equivalents at beginning of period
541

 
541

 
541

Cash and cash equivalents at end of period
$
650

 
$
467

 
$
505


The following tables present the impact of the restatement adjustments for each quarterly period within fiscal 2013 presented in the tables on the preceding pages. As further described in Note 2 - "Restatement," During the fourth quarter of 2013, the Company identified certain out of period errors related to its previously issued financial statements, which included the condensed consolidated financial statements for the quarterly and year to date periods ended March 31, June 30 and September 30, 2013 ("first", "second" and "third" quarter, respectively). While these errors did not, individually or in the aggregate, result in a material misstatement of the Company's previously issued consolidated financial statements, correcting these, and the errors for periods 2012 and prior, in the fourth quarter of 2013 would have been material to that quarter. Accordingly, management revised its previously reported condensed consolidated financial statements in the Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014, however, presentation of quarterly and year to date information for the periods above included in the filing was limited to the statements of operations. Therefore, the column in the tables below labeled "As Previously Reported" reflect the financial information for the first, second and third quarters of 2013 as presented in their respective filings on Form 10-Q as filed with the SEC on May 2, August 2, and November 7, 2013, respectively.

The column in the tables below labeled "Revision Adjustment" reflect the revisions for the respective quarterly periods in 2013. The column in the tables below labeled "As Revised" reflect the quarterly financial information that was revised in the 2013 Form 10-K.

The column in the tables below labeled "Restatement Adjustment" reflect the adjustments associated with the restatement of 2013 consolidated financial statements as further described in Note 2 - "Restatement." The references identified in the tickmarks to the 2013 tables directly correlate to the adjustments detailed below. Amounts are computed independently each quarter, therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.

Reserve and Estimates Recognition Restatement Adjustments

(a) Allowance for Doubtful Accounts and Credit Memos (U.S. Car Rental) - The historical methodology employed for doubtful customer accounts and credit memo allowances for the U.S. Car Rental business inappropriately used inaccurate write-off rates for receivables, aggregated receivables with significantly different credit risks for purposes of analysis and used assumptions in setting the reserve for credit memos that were not supported. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

(b) Allowance for Doubtful Accounts and Credit Memos (International Car Rental) - The historical methodology employed for doubtful customer accounts and credit memo allowances for the international car rental business inappropriately used inaccurate write-off rates for receivables, aggregated receivables with significantly different credit risks for purposes of analysis and did not include a reserve for credit memos. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

(c) Allowance for Doubtful Accounts and Credit Memos (Worldwide Equipment Rental) - The historical methodology employed for doubtful customer accounts and credit memo allowances for the worldwide equipment rental business inappropriately used rates that differed from historical norms, used unsupported assumptions, and contained formulaic errors. In addition, changes to the methodology in 2012 reduced the reserve requirement and slowed the rate of recording account write-offs. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

(d) Subrogation (Damage) Receivables and the Related Allowance for Doubtful Accounts (U.S. Car Rental) - This restatement matter relates to estimated recoveries from third parties responsible for damages to vehicles. The historical methodologies used to estimate the unbilled balances and the allowance accounts inappropriately used assumptions that lacked support, including using write-offs rather than collection history as a key assumption and changed methodologies without any supported basis, as well as contained formulaic errors. In addition, there were instances in which the amount recorded for the allowance was significantly less than the amount calculated based on the methodology in place at the time. The Company has revised the methodology used to calculate subrogation claims to utilize the ratio of claims collected compared to damage expense incurred. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

(e) Subrogation (Damage) Receivables and the Related Allowance for Doubtful Accounts (International Car Rental) - This restatement matter relates to estimated recoveries from third parties responsible for damages to vehicles. The historical methodologies used to estimate the allowance accounts inappropriately used assumptions that lacked support, including using write-offs rather than collection history as a key assumption, as well as contained formulaic errors. In addition, there were instances in which the amount recorded for the allowance was significantly less than the amount calculated based on the methodology in place at the time.

(f) Accrued Salvaged Vehicles (U.S. Car Rental) - This restatement matter relates to the reserve for estimated vehicle damages incurred in the U.S. car rental business but not reported as of period ends. The methodology used to estimate the reserve was changed without appropriate supporting documentation and the most significant, required element of the reserve was eliminated. As part of the restatement process, the Company has reinstated the previous methodology. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

(g) Credit Card Chargebacks (U.S. and International Car Rental) - The restatement matter relates to reserves established to accrue for future credit card chargebacks pertaining to completed revenue transactions with customers and for chargebacks received from credit card providers.  The reserves were understated in 2011, 2012 and 2013 for a variety of reasons.  These reasons included (1) the Company inappropriately changed the methodology for computing reserves established to accrue for future chargebacks in 2013 and (2) the Company erroneously excluded chargebacks received from credit card providers from the balances used to calculate the allowance for doubtful accounts.  Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

Accounting for Fleet Restatement Adjustments

(h) Rental Equipment Refurbishment (Worldwide Equipment Rental) - This restatement matter relates to refurbishment designed to extend the useful life of rental equipment used in the worldwide equipment rental business. At the time of refurbishment, the Company improperly reduced the cost basis of rental equipment that was subject to useful life extension. The reduction was effected by reversing accumulated depreciation on refurbished equipment as an offset to original cost. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

Fixed Assets Restatement Adjustments

(i) Fixed Assets and Construction in Progress and Capitalized Software (U.S. Car Rental, Worldwide Equipment Rental and Corporate) - This restatement matter relates to accounting for non-fleet fixed assets (e.g., leasehold improvements and property improvements) and capitalized software expenditures. The adjustments associated with non-fleet fixed assets  and capitalized software primarily relate to the Company’s identification of (1) expenditures that were capitalized rather than expensed, (2) the failure to write off abandoned projects included in construction in progress on a timely basis, (3) the failure to write off assets no longer in service, and (4) depreciation adjustments associated with assets that should have been placed in service at a date that preceded the placed-in-service date, including assets that had not yet been transferred from construction in progress to in service. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter. 

Brazil Restatement Adjustment

(j) Brazil Adjustments (International Car Rental) - This restatement matter relates to the Brazilian operations of the International Car Rental business. Allowances for uncollectible balances were calculated using inappropriate methodologies, and certain assets, reserves for legal expenses and litigation, and intercompany account balances were not properly supported and consequently were written off. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

Reclassifications

(k) Cash reclassifications (All Segments) - The Company reclassified negative cash balances representing outstanding checks to accounts payable at period end despite, in some cases, the existence of bank agreements with legal right of offset against cash balances with the same banks.

(l) Internal Use Software reclassification (All Segments) - The Company reclassified all internal use software asset balances, including accumulated depreciation on these assets, to intangible assets. Previously, these assets were reported in property and equipment.

Other Restatement Adjustments

(m) Accrued Unbilled Accounts Receivable (U.S. Car Rental) - The Company over accrued revenue on open rental agreements related to the U.S. Car Rental business at period end because its calculation methodology was based on too limited a sample of open rental agreements. Also, vehicles that had been returned before period end, but that had not been processed as returned until after the look back period used in the calculation methodology, were treated as rented to customers at period end. Further, the rates utilized for certain types of transactions in the computation for the unbilled receivables were erroneous.

(n) Vehicle License Fees (U.S. Car Rental) - This restatement matter relates to vehicle registration cost amortization in the U.S. Car Rental business. The Company inappropriately changed its amortization period for vehicle registration cost to the life of the vehicle instead of the life of the registration or license. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

(o) Hertz #1 Gold Points Liability (U.S. Car Rental) - The Company has made adjustments to the reserves established for the liability associated with the redemption of points earned by customers enrolled in the Hertz Gold Plus Rewards Program.  The Company determined that these reserves were understated in 2011, 2012, and 2013 for a variety of reasons.  These reasons included: (1) a miscalculation of the rate at which customers would redeem points, (2) the use of incorrect income statement accounts in calculating the incremental costs associated with customers’ use of points, (3) the failure to reconcile the account from 2011 through 2013 and (4) a systems issue that prevented certain customer points from expiring as they should have when the Company modified its Gold Points expiration policy in 2011.  

(p) Accounts payable (All Segments) - The accruals for expenses paid utilizing credit cards did not include amounts which have been incurred and are in the process of being billed to the Company.  In addition, the manual process and lack of automated interface controls with legacy systems and the failure to complete sufficient personnel training on the accounts payable Oracle ERP system module, among other factors, resulted in erroneous accruals including purchase orders, marketing and consulting spending. 

(q) Asset Retirement Obligation (All Segments) - This restatement matter relates to asset restoration costs associated with contractual obligations included in lease agreements. The Company failed to account for global contractual restoration costs on certain of its leased facilities, including its European headquarters at Uxbridge, United Kingdom. Inappropriate tone at the top, among other factors, may have contributed to this restatement matter.

(r) Other Restatement Adjustments (All Segments) - There are certain other restatement matters not otherwise described in items (a) through (q) of this Note the adjustments of which are individually insignificant but, in aggregate with all the restatement matters, are significant to the financial statements.

(s) Taxes on income (loss) - There was a reduction in the amount of tax provision recognized as a result of the restatement adjustments identified above.

(t) Change in Accounting Principle - In 2014, the Company changed its method of calculating the market-related value of pension assets for purposes of determining the expected return on plan assets and accounting for asset gains and losses.

(u) Tax Reclassification - Separately from the tax impact of the company’s restatement, the company also corrected a balance sheet reclassification of certain of it’s tax liabilities from accrued taxes to deferred taxes on income, net.
(1)
QUARTERLY CONSOLIDATED BALANCE SHEET
(In millions, except par value and share data)
 
March 31, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As Restated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
654

 
$
(1
)
 
$
653

 
$
(3
)
 
k
 
$
650

Restricted cash and cash equivalents
425

 

 
425

 
(10
)
 
k
 
415

Receivables, net of allowance of $58
1,554

 
(14
)
 
1,540

 
(92
)
 
a, b, c, d, e, g, j, m, r
 
1,448

Due from Hertz Global Holdings, Inc.
13

 

 
13

 

 
 
 
13

Inventories, net
110

 

 
110

 
(3
)
 
p, r
 
107

Prepaid expenses and other assets
549

 
(4
)
 
545

 
(2
)
 
n, r
 
543

Revenue earning equipment:
 
 
 

 
 

 
 
 
 
 
 
Cars
13,695

 
(52
)
 
13,643

 
(11
)
 
j, p
 
13,632

Less accumulated depreciation - cars
(1,995
)
 
40

 
(1,955
)
 
(3
)
 
j, r
 
(1,958
)
Other equipment
3,313

 

 
3,313

 
23

 
h, p
 
3,336

Less accumulated depreciation - other equipment
(1,044
)
 

 
(1,044
)
 
(16
)
 
h
 
(1,060
)
Revenue earning equipment, net
13,969

 
(12
)
 
13,957

 
(7
)
 
 
 
13,950

Property and equipment:
 
 
 

 
 

 
 

 
 
 
 
Land, buildings and leasehold improvements
1,303

 

 
1,303

 
(79
)
 
i, l, r, q
 
1,224

Service equipment and other
1,242

 

 
1,242

 
(209
)
 
i, l
 
1,033

Less accumulated depreciation
(1,087
)
 

 
(1,087
)
 
96

 
i, l, r
 
(991
)
Property and equipment, net
1,458

 

 
1,458

 
(192
)
 
 
 
1,266

Other intangible assets, net
4,002

 
(2
)
 
4,000

 
161

 
l, r
 
4,161

Goodwill
1,353

 
(10
)
 
1,343

 
3

 
q
 
1,346

Total assets
$
24,087

 
$
(43
)
 
$
24,044

 
$
(145
)
 
 
 
$
23,899

LIABILITIES AND EQUITY
 
 
 

 
 

 
 

 
 
 
 
Accounts payable
$
1,305

 

 
$
1,305

 
$
32

 
k, p
 
$
1,337

Accrued liabilities
1,206

 
(6
)
 
1,200

 
60

 
f, g, j, m, o, q, t
 
1,260

Accrued taxes, net
192

 

 
192

 
(46
)
 
r, s, u
 
146

Debt
15,876

 

 
15,876

 

 
 
 
15,876

Public liability and property damage
321

 

 
321

 
1

 
r
 
322

Deferred taxes on income, net
2,726

 
(14
)
 
2,712

 
(25
)
 
s, u
 
2,687

Total liabilities
21,626

 
(20
)
 
21,606

 
22

 
 
 
21,628

Commitments and contingencies


 


 


 


 
 
 

Equity:
 
 
 

 
 

 
 

 
 
 
 
Common Stock, $0.01 par value, 3,000 shares authorized, 100 shares issued and outstanding

 

 

 

 
 
 

Additional paid-in capital
3,519

 

 
3,519

 
1

 
r
 
3,520

Accumulated deficit
(1,007
)
 
(23
)
 
(1,030
)
 
(169
)
 
a-t
 
(1,199
)
Accumulated other comprehensive loss
(51
)
 

 
(51
)
 
1

 
q, t
 
(50
)
Total equity
2,461

 
(23
)
 
2,438

 
(167
)
 
 
 
2,271

Total liabilities and equity
$
24,087

 
$
(43
)
 
$
24,044

 
$
(145
)
 
 
 
$
23,899

 
 
 
 
 
 
 
 
 
 
 
 

(2)
QUARTERLY CONSOLIDATED BALANCE SHEET
(In millions, except par value and share data)
 
June 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment 
Ref
As Restated
ASSETS
 
 
 
 
 

 
 
 
Cash and cash equivalents
$
483

 
$
(1
)
 
$
482

 
$
(15
)
k
$
467

Restricted cash and cash equivalents
393

 

 
393

 
(3
)
k
390

Receivables, net of allowance of $56
1,656

 
(16
)
 
1,640

 
(95
)
a, b, c, d, e, g, j, m, r
1,545

Due from Hertz Global Holdings, Inc.
1

 

 
1

 

 
1

Inventories, net
128

 

 
128

 
(1
)
p, r
127

Prepaid expenses and other assets
762

 
(3
)
 
759

 
(4
)
n, r
755

Revenue earning equipment:
 
 
 
 
 
 
 
 
 
Cars
15,490

 
(63
)
 
15,427

 
(9
)
j, p
15,418

Less accumulated depreciation - cars
(2,169
)
 
49

 
(2,120
)
 
(5
)
j, r
(2,125
)
Other equipment
3,425

 

 
3,425

 
27

h, p
3,452

Less accumulated depreciation - other equipment
(1,040
)
 

 
(1,040
)
 
(22
)
h
(1,062
)
Revenue earning equipment, net
15,706

 
(14
)
 
15,692

 
(9
)
 
15,683

Property and equipment:
 
 
 
 
 
 
 
 
 
Land, buildings and leasehold improvements
1,334

 

 
1,334

 
(93
)
i, l, r, q
1,241

Service equipment and other
1,258

 

 
1,258

 
(217
)
i, l
1,041

Less accumulated depreciation
(1,126
)
 

 
(1,126
)
 
105

i, l, r
(1,021
)
Property and equipment, net
1,466

 

 
1,466

 
(205
)
 
1,261

Other intangible assets, net
3,969

 
(2
)
 
3,967

 
169

l, r
4,136

Goodwill
1,366

 
(7
)
 
1,359

 
4

q
1,363

Total assets
$
25,930

 
$
(43
)
 
$
25,887

 
$
(159
)
 
$
25,728

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Accounts payable
$
1,484

 
$
1

 
$
1,485

 
35

k, p
$
1,520

Accrued liabilities
1,181

 
2

 
1,183

 
59

f, g, j, m, o, q, t
1,242

Accrued taxes, net
184

 
(1
)
 
183

 
(45
)
r, s, u
138

Debt
17,394

 

 
17,394

 

 
17,394

Public liability and property damage
328

 

 
328

 

r
328

Deferred taxes on income, net
2,787

 
(20
)
 
2,767

 
(28
)
s, u
2,739

Total liabilities
23,358

 
(18
)
 
23,340

 
21

 
23,361

Commitments and contingencies

 

 

 

 

Equity:
 
 
 
 
 

 
 
 
Common Stock, $0.01 par value, 3,000 shares authorized, 100 shares issued and outstanding

 

 

 

 

Additional paid-in capital
3,534

 
(2
)
 
3,532

 
1

r
3,533

Accumulated deficit
(889
)
 
(23
)
 
(912
)
 
(179
)
a-t
(1,091
)
Accumulated other comprehensive loss
(73
)
 

 
(73
)
 
(2
)
q, t
(75
)
Total equity
2,572


(25
)
 
2,547



(180
)
 
2,367

Total liabilities and equity
$
25,930


$
(43
)
 
$
25,887



$
(159
)
 
$
25,728

 
 
 
 
 
 
 
 
 
 
(3)
QUARTERLY CONSOLIDATED BALANCE SHEET
(In millions)
 
September 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As Restated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
548

 
$
(1
)
 
$
547

 
$
(42
)
 
k
 
$
505

Restricted cash and cash equivalents
521

 

 
521

 
1

 
k
 
522

Receivables, net of allowance of $67
1,701

 
(16
)
 
1,685

 
(88
)
 
a, b, c, d, e, g, j, m, r
 
1,597

Due from Hertz Global Holdings, Inc.
11

 

 
11

 

 
 
 
11

Inventories, net
107

 

 
107

 
(3
)
 
p, r
 
104

Prepaid expenses and other assets
677

 
(4
)
 
673

 
(7
)
 
n, r
 
666

Revenue earning equipment:
 
 
 
 
 
 
 
 
 
 
 
Cars
15,245

 
(70
)
 
15,175

 
2

 
j, p
 
15,177

Less accumulated depreciation - cars
(2,440
)
 
50

 
(2,390
)
 
(6
)
 
j, r
 
(2,396
)
Other equipment
3,487

 

 
3,487

 
27

 
h, p
 
3,514

Less accumulated depreciation - other equipment
(1,077
)
 

 
(1,077
)
 
(25
)
 
h
 
(1,102
)
Revenue earning equipment, net
15,215

 
(20
)
 
15,195

 
(2
)
 
 
 
15,193

Property and equipment:
 
 
 
 
 
 
 
 
 
 
 
Land, buildings and leasehold improvements
1,350

 
1

 
1,351

 
(67
)
 
i, l, r, q
 
1,284

Service equipment and other
1,221

 

 
1,221

 
(271
)
 
i, l
 
950

Less accumulated depreciation
(1,080
)
 

 
(1,080
)
 
122

 
i, l, r
 
(958
)
Property and equipment, net
1,491

 
1

 
1,492

 
(216
)
 
 
 
1,276

Other intangible assets, net
3,945

 

 
3,945

 
181

 
l, r
 
4,126

Goodwill
1,366

 
(7
)
 
1,359

 
4

 
q
 
1,363

Total assets
$
25,582

 
$
(47
)
 
$
25,535

 
$
(172
)
 
 
 
$
25,363

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
952

 
$
1

 
953

 
28

 
k, p
 
$
981

Accrued liabilities
1,284

 
5

 
1,289

 
67

 
f, g, j, m, o, q, t
 
1,356

Accrued taxes, net
228

 
(1
)
 
227

 
(45
)
 
r, s, u
 
182

Debt
17,055

 

 
17,055

 

 
 
 
17,055

Public liability and property damage
347

 

 
347

 

 
r
 
347

Deferred taxes on income, net
2,865

 
(22
)
 
2,843

 
(31
)
 
s, u
 
2,812

Total liabilities
22,731

 
(17
)
 
22,714

 
19

 
 
 
22,733

Commitments and contingencies

 

 

 

 
 
 

Equity:
 
 
 
 
 
 
 
 
 
 
 
Common Stock, $0.01 par value, 3,000 shares authorized, 100 shares issued and outstanding

 

 

 

 
 
 

Additional paid-in capital
3,549

 
(2
)
 
3,547

 
1

 
r
 
3,548

Accumulated deficit
(647
)
 
(28
)
 
(675
)
 
(186
)
 
a-t
 
(861
)
Accumulated other comprehensive loss
(51
)
 

 
(51
)
 
(6
)
 
q, t
 
(57
)
Total equity
2,851

 
(30
)
 
2,821

 
(191
)
 
 
 
2,630

Total liabilities and equity
$
25,582

 
$
(47
)
 
$
25,535

 
$
(172
)
 
 
 
$
25,363

(4)
QUARTERLY CONSOLIDATED STATEMENT OF OPERATIONS
(In millions)
 
 
 
 
 
 
 
For the Three Months Ended March 31, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As
Restated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
1,957

 
$

 
$
1,957

 
$
(2
)
 
a, b, g, m, r
 
$
1,955

Worldwide equipment rental
351

 

 
351

 
2

 
c, r
 
353

All other operations
128

 
1

 
129

 

 
 
 
129

Total revenues
2,436

 
1

 
2,437

 

 
 
 
2,437

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
1,351

 
7

 
1,358

 
6

 
d, e, f, j, m, n, o, p, q, r, t
 
1,364

Depreciation of revenue earning equipment and lease charges, net
587

 
(7
)
 
580

 
9

 
r
 
589

Selling, general and administrative
252

 
(4
)
 
248

 
2

 
a, b, c, d, e, i, j, o, p, q, r
 
250

Interest expense, net
161

 

 
161

 

 
r
 
161

Other expense, net
(1
)
 
3

 
2

 
(2
)
 
r
 

Total expenses
2,350

 
(1
)
 
2,349

 
15

 
 
 
2,364

Income (loss) before income taxes
86

 
2

 
88

 
(15
)
 
 
 
73

(Provision) benefit for taxes on income
(60
)
 
(4
)
 
(64
)
 
5

 
s
 
(59
)
Net income (loss)
$
26

 
$
(2
)
 
$
24

 
$
(10
)
 
 
 
$
14

(5)
QUARTERLY CONSOLIDATED STATEMENT OF OPERATIONS
(In millions)
 
 
 
 
 
 
 
For the Three Months Ended June 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As
Restated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
2,195

 
$

 
$
2,195

 
$
2

 
a, b, g, m, r
 
$
2,197

Worldwide equipment rental
384

 

 
384

 
(3
)
 
c, r
 
381

All other operations
136

 
(6
)
 
130

 

 
 
 
130

Total revenues
2,715

 
(6
)
 
2,709

 
(1
)
 
 
 
2,708

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
1,406

 
8

 
1,414

 
3

 
d, e, f, j, m, n, o, p, q, r, t
 
1,417

Depreciation of revenue earning equipment and lease charges, net
641

 
(13
)
 
628

 
4

 
r
 
632

Selling, general and administrative
275

 
5

 
280

 
7

 
a, b, c, d, e, i, j, o, p, q, r
 
287

Interest expense, net
168

 

 
168

 

 
r
 
168

Other income, net
(1
)
 

 
(1
)
 
(1
)
 
r
 
(2
)
Total expenses
2,489

 

 
2,489

 
13

 
 
 
2,502

Income (loss) before income taxes
226

 
(6
)
 
220

 
(14
)
 
 
 
206

(Provision) benefit for taxes on income
(96
)
 
6

 
(90
)
 
4

 
s
 
(86
)
Net income (loss)
$
130

 
$

 
$
130

 
$
(10
)
 
 
 
$
120



(6)

QUARTERLY CONSOLIDATED STATEMENT OF OPERATIONS
(In millions)
 
 
 
 
 
 
 
For the Six Months Ended June 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As
Restated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
4,152

 
$

 
$
4,152

 
$
1

 
a, b, g, m, r
 
$
4,153

Worldwide equipment rental
735

 

 
735

 
(1
)
 
c, r
 
734

All other operations
264

 
(5
)
 
259

 
(1
)
 
 
 
258

Total revenues
5,151

 
(5
)
 
5,146

 
(1
)
 
 
 
5,145

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
2,757

 
16

 
2,773

 
8

 
d, e, f, j, m, n, o, p, q, r, t
 
2,781

Depreciation of revenue earning equipment and lease charges, net
1,228

 
(20
)
 
1,208

 
12

 
r
 
1,220

Selling, general and administrative
528

 
1

 
529

 
9

 
a, b, c, d, e, i, j, o, p, q, r
 
538

Interest expense, net
329

 

 
329

 

 
r
 
329

Other (income) expense, net
(2
)
 
2

 

 
(2
)
 
r
 
(2
)
Total expenses
4,840

 
(1
)
 
4,839

 
27

 
 
 
4,866

Income (loss) before income taxes
311

 
(4
)
 
307

 
(28
)
 
 
 
279

(Provision) benefit for taxes on income
(155
)
 
2

 
(153
)
 
8

 
s
 
(145
)
Net income (loss)
$
156

 
$
(2
)
 
$
154

 
$
(20
)
 
 
 
$
134


(7)
QUARTERLY CONSOLIDATED STATEMENT OF OPERATIONS
(In millions)
 
 
 
 
 
 
 
For the Three Months Ended September 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As
Restated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
2,534

 
$

 
$
2,534

 
$
4

 
a, b, g, m, r
 
$
2,538

Worldwide equipment rental
402

 

 
402

 
1

 
c, r
 
403

All other operations
134

 

 
134

 

 
 
 
134

Total revenues
3,070

 

 
3,070

 
5

 
 
 
3,075

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
1,525

 
15

 
1,540

 
7

 
d, e, f, j, m, n, o, p, q, r, t
 
1,547

Depreciation of revenue earning equipment and lease charges, net
677

 
(2
)
 
675

 
(3
)
 
r
 
672

Selling, general and administrative
278

 
(6
)
 
272

 
10

 
a, b, c, d, e, i, j, o, p, q, r
 
282

Interest expense, net
173

 

 
173

 

 
r
 
173

Other expense, net
44

 

 
44

 

 
r
 
44

Total expenses
2,697

 
7

 
2,704

 
14

 
 
 
2,718

Income (loss) before income taxes
373

 
(7
)
 
366

 
(9
)
 
 
 
357

(Provision) benefit for taxes on income
(131
)
 
2

 
(129
)
 
1

 
s
 
(128
)
Net income (loss)
$
242

 
$
(5
)
 
$
237

 
$
(8
)
 
 
 
$
229

(8)
QUARTERLY CONSOLIDATED STATEMENT OF OPERATIONS
(In millions)
 
 
 
 
 
 
 
For the Nine Months Ended September 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As
Restated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
6,686

 
$

 
$
6,686

 
$
4

 
a, b, g, m, r
 
$
6,690

Worldwide equipment rental
1,137

 

 
1,137

 
1

 
c, r
 
1,138

All other operations
397

 
(5
)
 
392

 

 
 
 
392

Total revenues
8,220

 
(5
)
 
8,215

 
5

 
 
 
8,220

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
4,283

 
30

 
4,313

 
15

 
d, e, f, j, m, n, o, p, q, r, t
 
4,328

Depreciation of revenue earning equipment and lease charges, net
1,905

 
(23
)
 
1,882

 
11

 
r
 
1,893

Selling, general and administrative
803

 
(3
)
 
800

 
19

 
a, b, c, d, e, i, j, o, p, q, r
 
819

Interest expense, net
501

 

 
501

 
1

 
r
 
502

Other expense, net
43

 
2

 
45

 
(3
)
 
r
 
42

Total expenses
7,535

 
6

 
7,541

 
43

 
 
 
7,584

Income (loss) before income taxes
685

 
(11
)
 
674

 
(38
)
 
 
 
636

(Provision) benefit for taxes on income
(287
)
 
4

 
(283
)
 
11

 
s
 
(272
)
Net income (loss)
$
398

 
$
(7
)
 
$
391

 
$
(27
)
 
 
 
$
364

(9)
QUARTERLY CONSOLIDATED STATEMENT OF OPERATIONS
(In millions)
 
 
 
 
 
 
 
For the Three Months Ended December 31, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As
Restated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Worldwide car rental
$
2,020

 
$

 
$
2,020

 
$
(1
)
 
a, b, g, m, r
 
$
2,019

Worldwide equipment rental
401

 

 
401

 

 
c, r
 
401

All other operations
135

 

 
135

 

 
 
 
135

Total revenues
2,556

 

 
2,556

 
(1
)
 
 
 
2,555

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating
1,439

 

 
1,439

 
10

 
d, e, f, j, m, n, o, p, q, r, t
 
1,449

Depreciation of revenue earning equipment and lease charges, net
643

 

 
643

 
(2
)
 
r
 
641

Selling, general and administrative
222

 

 
222

 
12

 
a, b, c, d, e, i, j, o, p, q, r
 
234

Interest expense, net
166

 

 
166

 
2

 
r
 
168

Other expense, net
21

 

 
21

 

 
r
 
21

Total expenses
2,491

 

 
2,491

 
22

 
 
 
2,513

Income (loss) before income taxes
65

 

 
65

 
(23
)
 
 
 
42

(Provision) benefit for taxes on income
(62
)
 

 
(62
)
 
6

 
s
 
(56
)
Net loss
$
3

 
$

 
$
3

 
$
(17
)
 
 
 
$
(14
)

(10)
QUARTERLY CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended March 31, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As Restated
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$
26

 
$
(2
)
 
$
24

 
$
(10
)
 
a, b, c, d, e, f, g, i, j, m ,n, o, p, q, r, s
 
$
14

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
 
 
Depreciation of revenue earning equipment, net
571

 
(6
)
 
565

 
7

 
f, r, j
 
572

Depreciation and amortization, non-fleet assets
81

 

 
81

 
3

 
i, r
 
84

Amortization and write-off of deferred financing costs
11

 

 
11

 

 
 
 
11

Amortization and write-off of debt discount
(1
)
 

 
(1
)
 

 
 
 
(1
)
Stock-based compensation charges
8

 

 
8

 

 
 
 
8

Loss on extinguishment of debt

 

 

 

 
 
 

Provision for receivables allowance
20

 

 
20

 
1

 
a, b, c, d, e, g, j, r
 
21

Deferred taxes on income
41

 

 
41

 
(4
)
 
r, s
 
37

Impairment charges and asset write-downs

 

 

 

 
 
 

Other
(3
)
 
3

 

 
(1
)
 
r
 
(1
)
Changes in assets and liabilities, net of effects of acquisition:
 
 
 
 
 
 
 

 
 
 
 
Receivables
(40
)
 
8

 
(32
)
 
(11
)
 
a, b, c, d, e, g, j, r
 
(43
)
Inventories, prepaid expenses and other assets
(47
)
 
22

 
(25
)
 
1

 
n, r
 
(24
)
Accounts payable
38

 

 
38

 
8

 
k, p, r
 
46

Accrued liabilities
19

 
3

 
22

 
5

 
o, q, r
 
27

Accrued taxes
25

 
(24
)
 
1

 

 
s, j
 
1

Public liability and property damage
(10
)
 

 
(10
)
 

 
r
 
(10
)
Net cash provided by (used in) operating activities
739

 
4

 
743

 
(1
)
 
 
 
742

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Net change in restricted cash and cash equivalents
143

 
(20
)
 
123

 
4

 
k
 
127

Revenue earning equipment expenditures
(3,253
)
 
3

 
(3,250
)
 
(4
)
 
h
 
(3,254
)
Proceeds from disposal of revenue earning equipment
2,238

 

 
2,238

 
(2
)
 
h, f, r
 
2,236

Capital asset expenditures, non-fleet
(80
)
 
(1
)
 
(81
)
 
3

 
i, r, p
 
(78
)
Proceeds from disposal of property and equipment
23

 

 
23

 
1

 
i
 
24

Acquisitions, net of cash acquired
(3
)
 

 
(3
)
 

 
 
 
(3
)
Repayments of loans with Hertz Global Holdings, Inc.
(17
)
 

 
(17
)
 

 
 
 
(17
)
Proceeds from loans with Hertz Global Holdings, Inc.
16

 

 
16

 

 
 
 
16

Other investing activities

 

 

 

 
 
 

Net cash provided by (used in) investing activities
(933
)
 
(18
)
 
(951
)
 
2

 
 
 
(949
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
QUARTERLY CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended March 31, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As Restated
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
1,202

 

 
1,202

 

 
 
 
1,202

Repayments of long-term debt
(299
)
 

 
(299
)
 

 
 
 
(299
)
Short-term borrowings:


 

 


 

 
 
 
 
Proceeds
129

 

 
129

 

 
 
 
129

Payments
(195
)
 

 
(195
)
 

 
 
 
(195
)
Proceeds under the revolving lines of credit
1,579

 

 
1,579

 

 
 
 
1,579

Payments under the revolving lines of credit
(1,611
)
 

 
(1,611
)
 

 
 
 
(1,611
)
Payment of financing costs
(15
)
 

 
(15
)
 

 
 
 
(15
)
Dividend paid to Hertz Global Holdings, Inc.
(467
)
 

 
(467
)
 

 
 
 
(467
)
Other

 

 

 
1

 
 
 
1

Net cash provided by financing activities
323

 

 
323

 
1

 
 
 
324

Effect of foreign exchange rate changes on cash and cash equivalents
(8
)
 

 
(8
)
 

 
 
 
(8
)
Net change in cash and cash equivalents during the period
121

 
(14
)
 
107

 
2

 
 
 
109

Cash and cash equivalents at beginning of period
533

 
13

 
546

 
(5
)
 
k
 
541

Cash and cash equivalents at end of period
$
654

 
$
(1
)
 
$
653

 
$
(3
)
 
k
 
$
650

























(11)
QUARTERLY CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Six Months Ended June 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As Restated
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$
156

 
$
(2
)
 
$
154

 
$
(20
)
 
a, b, c, d, e, f, g, i, j, m ,n, o, p, q, r, s
 
$
134

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
 
 
Depreciation of revenue earning equipment, net
1,195

 
(21
)
 
1,174

 
12

 
f, r, j
 
1,186

Depreciation and amortization, non-fleet assets
163

 

 
163

 
4

 
i, r
 
167

Amortization and write-off of deferred financing costs
25

 

 
25

 

 
 
 
25

Amortization and write-off of debt discount
(3
)
 

 
(3
)
 

 
 
 
(3
)
Stock-based compensation charges
20

 
(2
)
 
18

 

 
 
 
18

Loss on extinguishment of debt

 

 

 

 
 
 

Provision for receivables allowance
33

 

 
33

 
2

 
a, b, c, d, e, g, j, r
 
35

Deferred taxes on income
104

 
(2
)
 
102

 
(9
)
 
r, s
 
93

Impairment charges and asset write-downs
2

 

 
2

 

 
 
 
2

Other
(6
)
 
1

 
(5
)
 
1

 
r
 
(4
)
Changes in assets and liabilities, net of effects of acquisition:
 
 
 
 
 
 
 
 
 
 
 
Receivables
(239
)
 
8

 
(231
)
 
2

 
a, b, c, d, e, g, j, r
 
(229
)
Inventories, prepaid expenses and other assets
(64
)
 
24

 
(40
)
 
(1
)
 
n, r
 
(41
)
Accounts payable
85

 

 
85

 
4

 
k, p, r
 
89

Accrued liabilities
(6
)
 
10

 
4

 
1

 
o, q, r
 
5

Accrued taxes
16

 
(27
)
 
(11
)
 

 
s, j
 
(11
)
Public liability and property damage
(15
)
 

 
(15
)
 

 
r
 
(15
)
Net cash provided by (used in) operating activities
1,466

 
(11
)
 
1,455

 
(4
)
 
 
 
1,451

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Net change in restricted cash and cash equivalents
175

 
(20
)
 
155

 
(2
)
 
k
 
153

Revenue earning equipment expenditures
(6,826
)
 
17

 
(6,809
)
 
(3
)
 
h
 
(6,812
)
Proceeds from disposal of revenue earning equipment
3,743

 

 
3,743

 
(5
)
 
h, f, r
 
3,738

Capital asset expenditures, non-fleet
(168
)
 

 
(168
)
 
2

 
i, r, p
 
(166
)
Proceeds from disposal of property and equipment
43

 

 
43

 
2

 
i
 
45

Acquisitions, net of cash acquired
(16
)
 

 
(16
)
 
2

 
 
 
(14
)
Equity method investment
(213
)
 

 
(213
)
 

 
 
 
(213
)
Repayments of loans with Hertz Global Holdings, Inc.
(25
)
 

 
(25
)
 

 
 
 
(25
)
Proceeds from loans with Hertz Global Holdings, Inc.
37

 

 
37

 

 
 
 
37

Other investing activities
(2
)
 

 
(2
)
 
(2
)
 
r
 
(4
)
Net cash provided by (used in) investing activities
(3,252
)
 
(3
)
 
(3,255
)
 
(6
)
 
 
 
(3,261
)
QUARTERLY CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Six Months Ended June 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As Restated
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
1,204

 

 
1,204

 

 
 
 
1,204

Repayments of long-term debt
(321
)
 

 
(321
)
 

 
 
 
(321
)
Short-term borrowings:
 
 

 


 

 
 
 
 
Proceeds
332

 

 
332

 

 
 
 
332

Payments
(436
)
 

 
(436
)
 

 
 
 
(436
)
Proceeds under the revolving lines of credit
3,680

 

 
3,680

 

 
 
 
3,680

Payments under the revolving lines of credit
(2,218
)
 

 
(2,218
)
 

 
 
 
(2,218
)
Payment of financing costs
(21
)
 

 
(21
)
 
1

 
 
 
(20
)
Dividend paid to Hertz Global Holdings, Inc.
(480
)
 

 
(480
)
 

 
 
 
(480
)
Other
4

 

 
4

 

 
 
 
4

Net cash provided by financing activities
1,744

 

 
1,744

 
1

 
 
 
1,745

Effect of foreign exchange rate changes on cash and cash equivalents
(8
)
 

 
(8
)
 
(1
)
 
 
 
(9
)
Net change in cash and cash equivalents during the period
(50
)
 
(14
)
 
(64
)
 
(10
)
 
 
 
(74
)
Cash and cash equivalents at beginning of period
533

 
13

 
546

 
(5
)
 
k
 
541

Cash and cash equivalents at end of period
$
483

 
$
(1
)
 
$
482

 
$
(15
)
 
k
 
$
467


(12)
QUARTERLY CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended September 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
 
 
As Restated
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$
398

 
$
(7
)
 
$
391

 
$
(27
)
 
a, b, c, d, e, f, g, i, j, m ,n, o, p, q, r, s
 
$
364

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
 
 
Depreciation of revenue earning equipment, net
1,847

 
(22
)
 
1,825

 
8

 
f, r, j
 
1,833

Depreciation and amortization, non-fleet assets
241

 

 
241

 
8

 
i, r
 
249

Amortization and write-off of deferred financing costs
41

 

 
41

 

 
 
 
41

Amortization and write-off of debt discount
(5
)
 

 
(5
)
 

 
 
 
(5
)
Stock-based compensation charges
33

 
(2
)
 
31

 

 
 
 
31

Loss on extinguishment of debt

 

 

 

 
 
 

Provision for receivables allowance
56

 

 
56

 
3

 
a, b, c, d, e, g, j, r
 
59

Deferred taxes on income
192

 
(5
)
 
187

 
(10
)
 
r, s
 
177

Gain on sale of property and equipment

 

 

 

 
 
 


Impairment charges and asset write-downs
40

 
2

 
42

 

 
r
 
42

Other
(4
)
 
(2
)
 
(6
)
 
2

 
 
 
(4
)
Changes in assets and liabilities, net of effects of acquisition:
 
 
 
 
 
 
 
 
 
 
 
Receivables
(183
)
 
8

 
(175
)
 
(7
)
 
a, b, c, d, e, g, j, r
 
(182
)
Inventories, prepaid expenses and other assets
(26
)
 
26

 

 
(2
)
 
n, r
 
(2
)
Accounts payable
92

 
1

 
93

 
(5
)
 
k, p, r
 
88

Accrued liabilities
101

 
12

 
113

 
5

 
o, q, r
 
118

Accrued taxes
52

 
(26
)
 
26

 

 
s, j
 
26

Public liability and property damage
(2
)
 

 
(2
)
 

 
r
 
(2
)
Net cash provided by (used in) operating activities
2,873

 
(15
)
 
2,858

 
(25
)
 
 
 
2,833

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Net change in restricted cash and cash equivalents
50

 
(20
)
 
30

 
(6
)
 
k
 
24

Revenue earning equipment expenditures
(9,341
)
 
22

 
(9,319
)
 
1

 
h
 
(9,318
)
Proceeds from disposal of revenue earning equipment
5,669

 

 
5,669

 
(8
)
 
h, f, r
 
5,661

Capital asset expenditures, non-fleet
(246
)
 

 
(246
)
 
(4
)
 
i, r, p
 
(250
)
Proceeds from disposal of property and equipment
62

 

 
62

 
4

 
i
 
66

Acquisitions, net of cash acquired
(14
)
 

 
(14
)
 

 
 
 
(14
)
Equity method investment
(213
)
 

 
(213
)
 

 
 
 
(213
)
Repayments of loans with Hertz Global Holdings, Inc.
(39
)
 

 
(39
)
 

 
 
 
(39
)
Proceeds from loans with Hertz Global Holdings, Inc.
40

 

 
40

 

 
 
 
40

Other investing activities
(3
)
 
(1
)
 
(4
)
 
1

 
r
 
(3
)
Net cash provided by (used in) investing activities
(4,035
)
 
1

 
(4,034
)
 
(12
)
 
 
 
(4,046
)
QUARTERLY CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended September 30, 2013
 
As Previously Reported
 
Revision Adjustment
 
As Revised
 
Restatement Adjustment
 
Ref
 
As Restated
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
1,208

 

 
1,208

 

 
 
 
1,208

Repayments of long-term debt
(371
)
 

 
(371
)
 

 
 
 
(371
)
Short-term borrowings:
 
 

 


 

 
 
 
 
Proceeds
472

 

 
472

 

 
 
 
472

Payments
(711
)
 

 
(711
)
 

 
 
 
(711
)
Proceeds under the revolving lines of credit
5,250

 

 
5,250

 

 
 
 
5,250

Payments under the revolving lines of credit
(4,167
)
 

 
(4,167
)
 

 
 
 
(4,167
)
Payment of financing costs
(27
)
 

 
(27
)
 

 
 
 
(27
)
Dividend paid to Hertz Global Holdings, Inc.
(480
)
 

 
(480
)
 

 
 
 
(480
)
Other
5

 

 
5

 

 
 
 
5

Net cash provided by financing activities
1,179

 

 
1,179

 

 
 
 
1,179

Effect of foreign exchange rate changes on cash and cash equivalents
(2
)
 

 
(2
)
 

 
 
 
(2
)
Net change in cash and cash equivalents during the period
15

 
(14
)
 
1

 
(37
)
 
 
 
(36
)
Cash and cash equivalents at beginning of period
533

 
13

 
546

 
(5
)
 
k
 
541

Cash and cash equivalents at end of period
$
548

 
$
(1
)
 
$
547

 
$
(42
)
 
k
 
$
505