Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Hertz | Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Hertz The following condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of September 30, 2017 and December 31, 2016 , the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2017 and 2016 and the Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 of (a) The Hertz Corporation, ("Parent”); (b) the Parent's subsidiaries that guarantee the Senior Notes issued by the Parent ("Guarantor Subsidiaries"); (c) the Parent's subsidiaries that do not guarantee the Senior Notes issued by the Parent ("Non-Guarantor Subsidiaries"); (d) elimination entries necessary to consolidate the Parent with the Guarantor Subsidiaries and Non-Guarantor Subsidiaries ("Eliminations"); and of (e) Hertz 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 Senior Second Priority Secured Notes, and consequently will not be available to satisfy the claims of Hertz's general creditors. In lieu of providing separate unaudited financial statements for the Guarantor Subsidiaries, Hertz has included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC's Regulation S-X. Management of Hertz does not believe that separate financial statements of the Guarantor Subsidiaries are material to Hertz's investors; therefore, separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented. During the preparation of the condensed consolidating financial information of The Hertz Corporation and Subsidiaries as of and for the three months ended March 31, 2017, it was determined that prepaid expenses and other assets, deferred income taxes, net, due from affiliates and due to affiliates, and the related eliminations at December 31, 2016 as filed in the Company’s 2016 Form 10-K were improperly calculated, resulting in a $915 million overstatement of prepaid expenses and other assets and due to affiliates of the Parent and an overstatement of due from affiliates and deferred income taxes, net of the Guarantor Subsidiaries. The errors, which the Company has determined are not material to this disclosure, had no impact on the net assets of the Parent or the Guarantor Subsidiaries and 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 Condensed Consolidating Balance Sheets for the Parent, Guarantor Subsidiaries and Eliminations as of December 31, 2016 to correct for these errors. THE HERTZ CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2017 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 456 $ 13 $ 279 $ — $ 748 Restricted cash and cash equivalents 877 4 148 — 1,029 Receivables, net of allowance 388 159 977 — 1,524 Due from affiliates 3,337 4,447 9,187 (16,971 ) — Prepaid expenses and other assets 5,541 76 229 (5,327 ) 519 Revenue earning vehicles, net 286 8 12,082 — 12,376 Property and equipment, net 625 63 143 — 831 Investment in subsidiaries, net 6,262 732 — (6,994 ) — Other intangible assets, net 126 3,097 11 — 3,234 Goodwill 102 943 38 — 1,083 Total assets $ 18,000 $ 9,542 $ 23,094 $ (29,292 ) $ 21,344 LIABILITIES AND EQUITY Due to affiliates $ 10,692 $ 2,088 $ 4,191 $ (16,971 ) $ — Accounts payable 409 123 422 — 954 Accrued liabilities 570 78 374 — 1,022 Accrued taxes, net 91 22 3,352 (3,288 ) 177 Debt 5,200 — 10,719 — 15,919 Public liability and property damage 173 45 230 — 448 Deferred income taxes, net — 2,120 1,878 (2,039 ) 1,959 Total liabilities 17,135 4,476 21,166 (22,298 ) 20,479 Equity: Stockholder's equity 865 5,066 1,928 (6,994 ) 865 Total liabilities and equity $ 18,000 $ 9,542 $ 23,094 $ (29,292 ) $ 21,344 THE HERTZ CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 458 $ 12 $ 346 $ — $ 816 Restricted cash and cash equivalents 53 5 220 — 278 Receivables, net of allowance 752 167 364 — 1,283 Due from affiliates 3,668 3,823 9,750 (17,241 ) — Prepaid expenses and other assets 4,821 83 199 (4,525 ) 578 Revenue earning vehicles, net 361 7 10,450 — 10,818 Property and equipment, net 656 70 132 — 858 Investment in subsidiaries, net 6,114 598 — (6,712 ) — Other intangible assets, net 89 3,223 20 — 3,332 Goodwill 102 943 36 — 1,081 Assets held for sale — — 111 — 111 Total assets $ 17,074 $ 8,931 $ 21,628 $ (28,478 ) $ 19,155 LIABILITIES AND EQUITY Due to affiliates $ 10,833 $ 1,900 $ 4,508 $ (17,241 ) $ — Accounts payable 279 90 452 — 821 Accrued liabilities 557 103 320 — 980 Accrued taxes, net 78 18 2,881 (2,812 ) 165 Debt 4,086 — 9,455 — 13,541 Public liability and property damage 166 43 198 — 407 Deferred income taxes, net — 2,065 1,797 (1,713 ) 2,149 Liabilities held for sale — — 17 — 17 Total liabilities 15,999 4,219 19,628 (21,766 ) 18,080 Equity: Stockholder's equity 1,075 4,712 2,000 (6,712 ) 1,075 Total liabilities and equity $ 17,074 $ 8,931 $ 21,628 $ (28,478 ) $ 19,155 THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 30, 2017 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,296 $ 394 $ 1,861 $ (979 ) $ 2,572 Expenses: Direct vehicle and operating 772 188 388 — 1,348 Depreciation of revenue earning vehicles and lease charges, net 826 98 669 (893 ) 700 Selling, general and administrative 151 9 57 — 217 Interest expense, net 108 (26 ) 93 — 175 Intangible asset impairments — — — — — Other (income) expense, net (4 ) — (8 ) — (12 ) Total expenses 1,853 269 1,199 (893 ) 2,428 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (557 ) 125 662 (86 ) 144 Income tax (provision) benefit 188 (43 ) (195 ) — (50 ) Equity in earnings (losses) of subsidiaries, net of tax 463 37 — (500 ) — Net income (loss) from continuing operations 94 119 467 (586 ) 94 Net income (loss) from discontinued operations — — — — — Net income (loss) 94 119 467 (586 ) 94 Other comprehensive income (loss), net of tax 15 4 14 (18 ) 15 Comprehensive income (loss) $ 109 $ 123 $ 481 $ (604 ) $ 109 THE HERTZ CORPORATION 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 Income tax (provision) benefit 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 THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended September 30, 2017 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 3,516 $ 1,055 $ 5,109 $ (2,967 ) $ 6,713 Expenses: Direct vehicle and operating 2,201 538 996 — 3,735 Depreciation of revenue earning vehicles and lease charges, net 2,587 313 2,004 (2,760 ) 2,144 Selling, general and administrative 457 28 176 — 661 Interest expense, net 290 (73 ) 244 — 461 Intangible asset impairments — 86 — — 86 Other (income) expense, net 30 — (11 ) — 19 Total expenses 5,565 892 3,409 (2,760 ) 7,106 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (2,049 ) 163 1,700 (207 ) (393 ) Income tax (provision) benefit 760 (57 ) (596 ) — 107 Equity in earnings (losses) of subsidiaries, net of tax 1,003 100 — (1,103 ) — Net income (loss) from continuing operations (286 ) 206 1,104 (1,310 ) (286 ) Net income (loss) from discontinued operations — — — — — Net income (loss) (286 ) 206 1,104 (1,310 ) (286 ) Other comprehensive income (loss), net of tax 21 6 19 (25 ) 21 Comprehensive income (loss) $ (265 ) $ 212 $ 1,123 $ (1,335 ) $ (265 ) THE HERTZ CORPORATION 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 ) Income tax (provision) benefit 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 ) THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2017 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Net cash provided by (used in) operating activities $ (80 ) $ 17 $ 3,255 $ (1,211 ) $ 1,981 Cash flows from investing activities: Net change in restricted cash and cash equivalents, vehicle 9 1 79 — 89 Revenue earning vehicles expenditures (195 ) (5 ) (8,483 ) — (8,683 ) Proceeds from disposal of revenue earning vehicles 123 — 5,162 — 5,285 Capital asset expenditures, non-vehicle (82 ) (8 ) (34 ) — (124 ) Proceeds from disposal of property and other equipment 7 — 11 — 18 Proceeds from sale of Brazil Operations, net of retained cash — — 94 — 94 Sales of shares in equity investment — — 9 — 9 Other — — (4 ) — (4 ) Capital contributions to subsidiaries (2,224 ) — — 2,224 — Return of capital from subsidiaries 2,263 — — (2,263 ) — Loan to Parent/Guarantor from Non-Guarantor — — 80 (80 ) — Net cash provided by (used in) investing activities (99 ) (12 ) (3,086 ) (119 ) (3,316 ) Cash flows from financing activities: Net change in restricted cash and cash equivalents, non-vehicle (833 ) — — — (833 ) Proceeds from issuance of vehicle debt 1,133 — 5,774 — 6,907 Repayments of vehicle debt (1,129 ) — (4,758 ) — (5,887 ) Proceeds from issuance of non-vehicle debt 2,100 — — — 2,100 Repayments of non-vehicle debt (986 ) — — — (986 ) Payment of financing costs (18 ) (4 ) (21 ) — (43 ) Early redemption premium payment (5 ) — — — (5 ) Advances to Hertz Holdings (4 ) — — — (4 ) Other (1 ) — — — (1 ) Capital contributions received from parent — — 2,224 (2,224 ) — Payment of dividends and return of capital — — (3,474 ) 3,474 — Loan to Parent/Guarantor from Non-Guarantor (80 ) — — 80 — Net cash provided by (used in) financing activities 177 (4 ) (255 ) 1,330 1,248 Effect of foreign currency exchange rate changes on cash and cash equivalents — — 19 — 19 Net increase (decrease) in cash and cash equivalents during the period (2 ) 1 (67 ) — (68 ) Cash and cash equivalents at beginning of period 458 12 346 — 816 Cash and cash equivalents at end of period $ 456 $ 13 $ 279 $ — $ 748 THE HERTZ CORPORATION 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, vehicle (36 ) — 47 — 11 Net change in restricted cash and cash equivalents, non-vehicle — — (2 ) — (2 ) Revenue earning vehicles expenditures (285 ) (51 ) (8,374 ) — (8,710 ) Proceeds from disposal of revenue earning vehicles 219 — 6,201 — 6,420 Capital asset expenditures, non-vehicle (56 ) (13 ) (30 ) — (99 ) Proceeds from disposal of property and other equipment 29 2 22 — 53 Sales of shares in equity investment, net of amounts invested (45 ) — 233 — 188 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 ) 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 Holdings (100 ) — — — (100 ) Other 10 — — — 10 Capital contributions received from parent — — 1,260 (1,260 ) — Payment of dividends and return of capital (1 ) — (3,234 ) 3,235 — Loan to Parent/Guarantor from Non-Guarantor 973 — — (973 ) — Net cash provided by (used in) financing activities from continuing operations 1,698 (3 ) (1,663 ) 1,002 1,034 Effect of foreign currency 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 (used in) operating activities $ — $ 59 $ 148 $ — $ 207 Cash flows provided by (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 |