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Guarantor and Non-Guarantor Condensed Consolidating Financial Statements
9 Months Ended
Sep. 30, 2016
Guarantor and Non-Guarantor Condensed Consolidating Financial Statements Disclosure [Abstract]  
Guarantor and Non-Guarantor Condensed Consolidating Financial Statements
Guarantor and Non-Guarantor Condensed Consolidating Financial Statements

The following condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of September 30, 2016 and December 31, 2015, the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015 and the Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 of (a) The Hertz Corporation, ("Parent”); (b) the Parent's subsidiaries that guarantee the Parent's indebtedness ("Guarantor Subsidiaries"); (c) the Parent's subsidiaries that do not guarantee the Parent's indebtedness ("Non-Guarantor Subsidiaries"); (d) elimination entries necessary to consolidate the Parent with the Guarantor Subsidiaries and Non-Guarantor Subsidiaries ("Eliminations"); and of (e) the Company on a consolidated basis.

Investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. The Guarantor Subsidiaries are 100% owned by the Parent and all guarantees are full and unconditional and joint and several. Additionally, substantially all of the assets of the Guarantor Subsidiaries are pledged under the Senior Facilities, and consequently will not be available to satisfy the claims of the Company's general creditors. In lieu of providing separate unaudited financial statements for the Guarantor Subsidiaries, we have included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC's Regulation S-X. Management does not believe that separate financial statements of the Guarantor Subsidiaries are material to our investors; therefore, separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented.

As described in Note 1, "Background" and Note 3, "Discontinued Operations", Hertz completed the Spin-Off of its equipment rental business on June 30, 2016. In connection with the Spin-Off, certain amounts that were historically recorded on the balance sheet of the Parent were distributed with the discontinued entities. These amounts primarily related to defined benefit pension plans, workers’ compensation liabilities, and income taxes. These amounts have been reclassified in the 2015 condensed consolidating financial statements to reflect the balances transferred in the Guarantor Subsidiaries' and Non-Guarantor Subsidiaries' financial statements based on which discontinued entity received the distribution in the Spin-Off.

During the preparation of the condensed consolidating financial information of The Hertz Corporation and Subsidiaries as of and for the three and six months ended June 30, 2016, it was determined that investments in subsidiaries at December 31, 2015 as filed in the Company's 2015 Form 10-K were improperly classified, resulting in a $453 million understatement of these assets and equity for the Non-Guarantor Subsidiaries, and an understatement of these assets and overstatement of prepaid expenses and other assets for the Guarantor Subsidiaries. The classification errors, which the Company has determined are not material to this disclosure, are eliminated upon consolidation and, therefore, have no impact on the Company's consolidated financial condition, results of operations, or cash flows. The Company has revised the Guarantor, Non-Guarantor, and Eliminations Condensed Consolidating Balance Sheets as of December 31, 2015 to correct for these errors.

During the preparation of the condensed consolidating financial information of The Hertz Corporation and Subsidiaries as of and for the three and nine months ended September 30, 2016, it was determined that cash flows from operating activities and investing activities for the Parent and Non-Guarantor Subsidiaries were misstated as filed in the Company’s second quarter 2016 Form 10-Q, resulting in a $411 million overstatement of net cash used in operating activities and a $411 million overstatement of net cash provided by investing activities of the Parent, and a $411 million overstatement of net cash provided by operating activities and a $411 million overstatement of net cash used in investing activities of the Non-Guarantor Subsidiaries. These errors had no impact to the Guarantor Subsidiaries and no impact to financing activities. These errors, which the Company determined are not material, have no impact on the Company's consolidated financial condition, results of operations, or cash flows. The Company has corrected this error in the condensed consolidating statements of cash flows for the nine months ended September 30, 2016 presented herein.


CONDENSED CONSOLIDATING BALANCE SHEET
September 30, 2016
(In millions)

 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
830

 
$
13

 
$
587

 
$

 
$
1,430

Restricted cash and cash equivalents
93

 
2

 
229

 

 
324

Receivables, net of allowance
646

 
204

 
606

 

 
1,456

Due from affiliates
3,524

 
3,611

 
8,989

 
(16,124
)
 

Inventories, net
15

 
4

 
14

 

 
33

Prepaid expenses and other assets
4,935

 
45

 
275

 
(4,686
)
 
569

Revenue earning vehicles, net
402

 
6

 
11,300

 

 
11,708

Property and equipment, net
661

 
69

 
148

 

 
878

Investment in subsidiaries, net
6,357

 
662

 

 
(7,019
)
 

Other intangible assets, net
92

 
3,358

 
23

 

 
3,473

Goodwill
102

 
942

 
212

 

 
1,256

Total assets
$
17,657

 
$
8,916

 
$
22,383

 
$
(27,829
)
 
$
21,127

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Due to affiliates
$
10,049

 
$
1,779

 
$
4,296

 
$
(16,124
)
 
$

Accounts payable
292

 
90

 
410

 

 
792

Accrued liabilities
621

 
108

 
344

 

 
1,073

Accrued taxes, net
85

 
25

 
2,673

 
(2,587
)
 
196

Debt
4,883

 

 
9,980

 

 
14,863

Public liability and property damage
154

 
48

 
222

 

 
424

Deferred taxes on income, net

 
2,081

 
2,224

 
(2,099
)
 
2,206

Total liabilities
16,084

 
4,131

 
20,149

 
(20,810
)
 
19,554

Equity:
 
 
 
 
 
 
 
 
 
Stockholder's equity
1,573

 
4,785

 
2,234

 
(7,019
)
 
1,573

Total liabilities and equity
$
17,657

 
$
8,916

 
$
22,383

 
$
(27,829
)
 
$
21,127

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2015
(In millions)
 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
179

 
$
17

 
$
278

 
$

 
$
474

Restricted cash and cash equivalents
57

 
3

 
273

 

 
333

Receivables, net of allowance
399

 
183

 
1,204

 

 
1,786

Due from affiliates
4,158

 
3,238

 
7,543

 
(14,939
)
 

Inventories, net
15

 
3

 
11

 

 
29

Prepaid expenses and other assets
4,503

 
695

 
450

 
(4,682
)
 
966

Revenue earning vehicles, net
388

 
6

 
10,352

 

 
10,746

Property and equipment, net
777

 
74

 
151

 

 
1,002

Investment in subsidiaries, net
7,457

 
1,614

 

 
(9,071
)
 

Other intangible assets, net
142

 
3,350

 
30

 

 
3,522

Goodwill
102

 
942

 
217

 

 
1,261

Assets of discontinued operations

 
2,989

 
401

 

 
3,390

Total assets
$
18,177

 
$
13,114

 
$
20,910

 
$
(28,692
)
 
$
23,509

LIABILITIES AND EQUITY

 

 

 

 
 
Due to affiliates
$
8,888

 
$
1,465

 
$
3,961

 
$
(14,314
)
 
$

Accounts payable
262

 
81

 
423

 

 
766

Accrued liabilities
584

 
114

 
337

 

 
1,035

Accrued taxes, net
223

 
19

 
2,849

 
(2,963
)
 
128

Debt
6,126

 

 
9,644

 

 
15,770

Public liability and property damage
146

 
48

 
200

 

 
394

Deferred taxes on income, net

 
2,005

 
1,882

 
(1,719
)
 
2,168

Liabilities of discontinued operations

 
1,915

 
9

 
(624
)
 
1,300

Total liabilities
16,229

 
5,647

 
19,305

 
(19,620
)
 
21,561

Equity:

 

 

 

 
 
Stockholder's equity
1,948

 
7,467

 
1,605

 
(9,072
)
 
1,948

Total liabilities and equity
$
18,177

 
$
13,114

 
$
20,910

 
$
(28,692
)
 
$
23,509


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended September 30, 2016
(In millions)

 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
Total revenues
$
1,273

 
$
425

 
$
1,872

 
$
(1,028
)
 
$
2,542

Expenses:
 
 
 
 
 
 
 
 
 
Direct vehicle and operating
782

 
206

 
365

 

 
1,353

Depreciation of revenue earning vehicles and lease charges, net
871

 
192

 
660

 
(1,028
)
 
695

Selling, general and administrative
153

 
12

 
62

 

 
227

Interest expense, net
103

 
(17
)
 
70

 

 
156

Other (income) expense, net
3

 

 

 

 
3

Total expenses
1,912

 
393

 
1,157

 
(1,028
)
 
2,434

Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries
(639
)
 
32

 
715

 

 
108

(Provision) benefit for taxes on income (loss) of continuing operations
416

 
(26
)
 
(454
)
 

 
(64
)
Equity in earnings (losses) of subsidiaries, net of tax
265

 
117

 

 
(382
)
 

Net income (loss) from continuing operations
42

 
123

 
261

 
(382
)
 
44

Net income (loss) from discontinued operations

 
(2
)
 

 

 
(2
)
Net income (loss)
42

 
121

 
261

 
(382
)
 
42

Other comprehensive income (loss), net of tax
18

 

 
16

 
(16
)
 
18

Comprehensive income (loss)
$
60

 
$
121

 
$
277

 
$
(398
)
 
$
60

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended September 30, 2015
(In millions)

 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
Total revenues
$
1,271

 
$
439

 
$
1,707

 
$
(842
)
 
$
2,575

Expenses:
 
 
 
 
 
 
 
 
 
Direct vehicle and operating
765

 
218

 
363

 
(1
)
 
1,345

Depreciation of revenue earning vehicles and lease charges, net
650

 
210

 
612

 
(841
)
 
631

Selling, general and administrative
133

 
13

 
72

 

 
218

Interest expense, net
98

 
(9
)
 
64

 

 
153

Other (income) expense, net
10

 

 
(38
)
 

 
(28
)
Total expenses
1,656

 
432

 
1,073

 
(842
)
 
2,319

Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries
(385
)
 
7

 
634

 

 
256

(Provision) benefit for taxes on income (loss) of continuing operations
151

 
2

 
(192
)
 

 
(39
)
Equity in earnings (losses) of subsidiaries, net of tax
472

 
135

 

 
(607
)
 

Net income (loss) from continuing operations
238

 
144

 
442

 
(607
)
 
217

Net income (loss) from discontinued operations

 
24

 
(3
)
 

 
21

Net income (loss)
238

 
168

 
439

 
(607
)
 
238

Other comprehensive income (loss), net of tax
(40
)
 

 
(39
)
 
39

 
(40
)
Comprehensive income (loss)
$
198

 
$
168

 
$
400

 
$
(568
)
 
$
198


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Nine Months Ended September 30, 2016
(In millions)

 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
Total revenues
$
3,532

 
$
1,150

 
$
4,803

 
$
(2,691
)
 
$
6,794

Expenses:
 
 
 
 
 
 
 
 
 
Direct vehicle and operating
2,200

 
587

 
992

 
(1
)
 
3,778

Depreciation of revenue earning vehicles and lease charges, net
2,252

 
540

 
1,836

 
(2,688
)
 
1,940

Selling, general and administrative
456

 
36

 
195

 
(2
)
 
685

Interest expense, net
310

 
(39
)
 
209

 

 
480

Other (income) expense, net
4

 
(10
)
 
(80
)
 

 
(86
)
Total expenses
5,222

 
1,114

 
3,152

 
(2,691
)
 
6,797

Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries
(1,690
)
 
36

 
1,651

 

 
(3
)
(Provision) benefit for taxes on income (loss) of continuing operations
831

 
(28
)
 
(836
)
 

 
(33
)
Equity in earnings (losses) of subsidiaries, net of tax
810

 
317

 

 
(1,127
)
 

Net income (loss) from continuing operations
(49
)
 
325

 
815

 
(1,127
)
 
(36
)
Net income (loss) from discontinued operations

 
(3
)
 
(10
)
 

 
(13
)
Net income (loss)
(49
)
 
322

 
805

 
(1,127
)
 
(49
)
Other comprehensive income (loss), net of tax
27

 
(5
)
 
45

 
(40
)
 
27

Comprehensive income (loss)
$
(22
)
 
$
317

 
$
850

 
$
(1,167
)
 
$
(22
)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Nine Months Ended September 30, 2015
(In millions)

 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
Total revenues
$
3,567

 
$
1,230

 
$
4,214

 
$
(2,020
)
 
$
6,991

Expenses:
 
 
 
 
 
 
 
 
 
Direct vehicle and operating
2,180

 
664

 
996

 
(2
)
 
3,838

Depreciation of revenue earning vehicles and lease charges, net
1,539

 
470

 
1,867

 
(2,017
)
 
1,859

Selling, general and administrative
405

 
57

 
231

 
(1
)
 
692

Interest expense, net
290

 
(19
)
 
176

 

 
447

Other (income) expense, net
8

 
(1
)
 
(37
)
 

 
(30
)
Total expenses
4,422

 
1,171

 
3,233

 
(2,020
)
 
6,806

Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries
(855
)
 
59

 
981

 

 
185

(Provision) benefit for taxes on income (loss) of continuing operations
206

 
(10
)
 
(229
)
 

 
(33
)
Equity in earnings (losses) of subsidiaries, net of tax
854

 
248

 

 
(1,102
)
 

Net income (loss) from continuing operations
205

 
297

 
752

 
(1,102
)
 
152

Net income (loss) from discontinued operations

 
56

 
(3
)
 

 
53

Net income (loss)
205

 
353

 
749

 
(1,102
)
 
205

Other comprehensive income (loss), net of tax
(75
)
 
(4
)
 
(78
)
 
82

 
(75
)
Comprehensive income (loss)
$
130

 
$
349

 
$
671

 
$
(1,020
)
 
$
130


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2016
(In millions)

 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
Net cash provided by (used in) operating activities from continuing operations
$
(2,129
)
 
$
61

 
$
4,838

 
$
(719
)
 
$
2,051

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Net change in restricted cash and cash equivalents
(36
)
 

 
45

 

 
9

Revenue earning vehicle expenditures
(285
)
 
(62
)
 
(8,903
)
 

 
(9,250
)
Proceeds from disposal of revenue earning vehicles
219

 
11

 
6,730

 

 
6,960

Capital asset expenditures, non-vehicle
(56
)
 
(13
)
 
(30
)
 

 
(99
)
Proceeds from disposal of property and other equipment
29

 
2

 
22

 

 
53

Purchases of shares in equity method investment
(45
)
 

 

 

 
(45
)
Sales of shares in equity method investment

 

 
233

 

 
233

Capital contributions to subsidiaries
(1,260
)
 

 

 
1,260

 

Return of capital from subsidiaries
2,516

 

 

 
(2,516
)
 

Loan to Parent / Guarantor from Non-Guarantor

 

 
(973
)
 
973

 

Net cash provided by (used in) investing activities from continuing operations
1,082

 
(62
)
 
(2,876
)
 
(283
)
 
(2,139
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of vehicle debt
442

 

 
7,223

 

 
7,665

Repayments of vehicle debt
(433
)
 

 
(6,887
)
 

 
(7,320
)
Proceeds from issuance of non-vehicle debt
2,427

 

 

 

 
2,427

Repayments of non-vehicle debt
(3,684
)
 

 

 

 
(3,684
)
Capital contributions received from parent

 

 
1,260

 
(1,260
)
 

Loan to Parent / Guarantor from Non-Guarantor
973

 

 

 
(973
)
 

Payment of dividends and return of capital

(1
)
 

 
(3,234
)
 
3,235

 

Payment of financing costs
(45
)
 
(3
)
 
(25
)
 

 
(73
)
Early redemption premium payment
(13
)
 

 

 

 
(13
)
Transfers from discontinued entities
2,122

 

 

 

 
2,122

Advances to Hertz Global
(100
)
 

 

 

 
(100
)
Other
10

 

 

 

 
10

Net cash provided by (used in) financing activities from continuing operations
1,698

 
(3
)
 
(1,663
)
 
1,002

 
1,034

Effect of foreign exchange rate changes on cash and cash equivalents from continuing operations

 

 
10

 

 
10

Net increase (decrease) in cash and cash equivalents during the period from continuing operations
651

 
(4
)
 
309

 

 
956

Cash and cash equivalents at beginning of period
179

 
17

 
278

 

 
474

Cash and cash equivalents at end of period
$
830

 
$
13

 
$
587

 
$

 
$
1,430

 
 
 
 
 
 
 
 
 
 
Cash flows from discontinued operations:
 
 
 
 
 
 
 
 
 
Cash flows provided by operating activities
$

 
$
59

 
$
148

 
$

 
$
207

Cash flows used in investing activities

 
(75
)
 
(2
)
 

 
(77
)
Cash flows provided by (used in) financing activities

 
44

 
(138
)
 

 
(94
)
Net increase (decrease) in cash and cash equivalents during the period from discontinued operations
$

 
$
28

 
$
8

 
$

 
$
36

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2015
(In millions)

 
Parent
(The Hertz
Corporation)
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
The Hertz
Corporation &
Subsidiaries
Net cash provided by (used in) operating activities from continuing operations
$
(1,662
)
 
$
(57
)
 
$
4,448

 
$
(464
)
 
$
2,265

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Net change in restricted cash and cash equivalents
27

 
3

 
248

 

 
278

Revenue earning vehicle expenditures
(299
)
 
(87
)
 
(9,092
)
 

 
(9,478
)
Proceeds from disposal of revenue earning vehicles
195

 
70

 
6,401

 

 
6,666

Capital assets expenditures, non-vehicle
(124
)
 
(2
)
 
(57
)
 

 
(183
)
Proceeds from disposal of property and other equipment
35

 
12

 
17

 

 
64

Capital contributions to subsidiaries
(2,006
)
 

 

 
2,006

 

Return of capital from subsidiaries
3,688

 
79

 

 
(3,767
)
 

Acquisitions, net of cash acquired
(17
)
 
(3
)
 
(75
)
 

 
(95
)
Loan to Parent / Guarantor from Non-Guarantor

 

 
(684
)
 
684

 

Sale of (investment in) shares in equity method investment

 

 
100

 

 
100

Advances to Old Hertz Holdings
(270
)
 

 

 

 
(270
)
Net cash provided by (used in) investing activities from continuing operations
1,229

 
72

 
(3,142
)
 
(1,077
)
 
(2,918
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of vehicle debt
25

 

 
6,044

 

 
6,069

Repayments of vehicle debt

 

 
(5,223
)
 

 
(5,223
)
Proceeds from issuance of non-vehicle debt
1,457

 

 

 

 
1,457

Repayments of non-vehicle debt
(1,546
)
 

 
(1
)
 

 
(1,547
)
Capital contributions received from parent

 

 
2,006

 
(2,006
)
 

Loan to Parent / Guarantor from Non-Guarantor
684

 

 

 
(684
)
 

Payment of dividends and return of capital

 

 
(4,231
)
 
4,231

 

Payment of financing costs

 
(2
)
 
(9
)
 

 
(11
)
Transfer (to) from discontinued entities

 
(6
)
 
(36
)
 

 
(42
)
Net cash provided by (used in) financing activities from continuing operations
620

 
(8
)
 
(1,450
)
 
1,541

 
703

Effect of foreign exchange rate changes on cash and cash equivalents from continuing operations

 

 
(19
)
 

 
(19
)
Net increase (decrease) in cash and cash equivalents during the period from continuing operations
187

 
7

 
(163
)
 

 
31

Cash and cash equivalents at beginning of period
2

 
10

 
462

 

 
474

Cash and cash equivalents at end of period
$
189

 
$
17

 
$
299

 
$

 
$
505

 
 
 
 
 
 
 
 
 
 
Cash flows from discontinued operations:
 
 
 
 
 
 
 
 
 
Cash flows provided by operating activities
$

 
$
397

 
$
24

 
$

 
$
421

Cash flows used in investing activities

 
(406
)
 
(60
)
 

 
(466
)
Cash flows provided by (used in) financing activities

 

 
35

 

 
35

Effect of foreign exchange rate changes on cash and cash equivalents

 

 
(2
)
 

 
(2
)
Net increase (decrease) in cash and cash equivalents during the period from discontinued operations
$

 
$
(9
)
 
$
(3
)
 
$

 
$
(12
)