Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Hertz | Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Hertz The following tables present the Condensed Consolidating Balance Sheets as of March 31, 2019 and December 31, 2018 , the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2019 and 2018 and the Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2019 and 2018 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 (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 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. THE HERTZ CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2019 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 173 $ 3 $ 378 $ — $ 554 Restricted cash and cash equivalents 130 11 311 — 452 Total cash, cash equivalents, restricted cash and restricted cash equivalents 303 14 689 — 1,006 Receivables, net of allowance 461 167 935 — 1,563 Due from affiliates 3,224 4,138 7,505 (14,867 ) — Prepaid expenses and other assets 5,085 28 300 (4,306 ) 1,107 Revenue earning vehicles, net 268 — 13,500 — 13,768 Property and equipment, net 611 62 98 — 771 Operating lease right-of-use assets 943 198 373 — 1,514 Investment in subsidiaries, net 7,569 1,560 — (9,129 ) — Intangible assets, net 188 3,026 4 — 3,218 Goodwill 102 943 38 — 1,083 Total assets $ 18,754 $ 10,136 $ 23,442 $ (28,302 ) $ 24,030 LIABILITIES AND STOCKHOLDER'S EQUITY Due to affiliates $ 10,833 $ 990 $ 3,044 $ (14,867 ) $ — Accounts payable 395 112 772 — 1,279 Accrued liabilities 824 50 456 — 1,330 Accrued taxes, net 81 17 2,389 (2,341 ) 146 Debt 4,575 — 12,682 — 17,257 Operating lease liabilities 940 199 374 — 1,513 Public liability and property damage 186 41 184 — 411 Deferred income taxes, net — 1,732 1,324 (1,965 ) 1,091 Total liabilities 17,834 3,141 21,225 (19,173 ) 23,027 Stockholder's equity: Total stockholder's equity attributable to Hertz 920 6,995 2,134 (9,129 ) 920 Noncontrolling interests — — 83 — 83 Total stockholder's equity 920 6,995 2,217 (9,129 ) 1,003 Total liabilities and stockholder's equity $ 18,754 $ 10,136 $ 23,442 $ (28,302 ) $ 24,030 THE HERTZ CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 576 $ 3 $ 548 $ — $ 1,127 Restricted cash and cash equivalents 137 8 138 — 283 Total cash, cash equivalents, restricted cash and restricted cash equivalents 713 11 686 — 1,410 Receivables, net of allowance 421 174 992 — 1,587 Due from affiliates 3,522 5,312 9,101 (17,935 ) — Prepaid expenses and other assets 4,863 34 269 (4,264 ) 902 Revenue earning vehicles, net 421 1 11,997 — 12,419 Property and equipment, net 590 64 124 — 778 Investment in subsidiaries, net 7,648 1,526 — (9,174 ) — Intangible assets, net 160 3,039 4 — 3,203 Goodwill 102 943 38 — 1,083 Total assets $ 18,440 $ 11,104 $ 23,211 $ (31,373 ) $ 21,382 LIABILITIES AND STOCKHOLDER'S EQUITY Due to affiliates $ 11,351 $ 2,306 $ 4,278 $ (17,935 ) $ — Accounts payable 388 97 503 — 988 Accrued liabilities 823 69 412 — 1,304 Accrued taxes, net 67 15 2,359 (2,305 ) 136 Debt 4,567 — 11,757 — 16,324 Public liability and property damage 185 41 192 — 418 Deferred income taxes, net — 1,729 1,324 (1,959 ) 1,094 Total liabilities 17,381 4,257 20,825 (22,199 ) 20,264 Stockholder's equity: Total stockholder's equity attributable to Hertz 1,059 6,847 2,327 (9,174 ) 1,059 Noncontrolling interests — — 59 — 59 Total stockholder's equity 1,059 6,847 2,386 (9,174 ) 1,118 Total liabilities and stockholder's equity $ 18,440 $ 11,104 $ 23,211 $ (31,373 ) $ 21,382 THE HERTZ CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended March 31, 2019 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,151 $ 320 $ 2,074 $ (1,438 ) $ 2,107 Expenses: Direct vehicle and operating 812 157 297 — 1,266 Depreciation of revenue earning vehicles and lease charges 1,394 74 562 (1,438 ) 592 Selling, general and administrative 157 16 61 — 234 Interest (income) expense, net 107 (46 ) 120 — 181 Other (income) expense, net (19 ) — — — (19 ) Total expenses 2,451 201 1,040 (1,438 ) 2,254 Income (loss) before income taxes and equity in earnings (losses) of subsidiaries (1,300 ) 119 1,034 — (147 ) Income tax (provision) benefit 42 (4 ) (37 ) — 1 Equity in earnings (losses) of subsidiaries, net of tax 1,112 25 — (1,137 ) — Net income (loss) (146 ) 140 997 (1,137 ) (146 ) Net (income) loss attributable to noncontrolling interests — — 1 — 1 Net income (loss) attributable to Hertz (146 ) 140 998 (1,137 ) (145 ) Total other comprehensive income (loss), net of tax 8 2 6 (9 ) 7 Comprehensive income (loss) attributable to Hertz $ (138 ) $ 142 $ 1,004 $ (1,146 ) $ (138 ) For the Three Months Ended March 31, 2018 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,056 $ 319 $ 1,489 $ (801 ) $ 2,063 Expenses: Direct vehicle and operating 751 172 313 — 1,236 Depreciation of revenue earning vehicles and lease charges 766 84 612 (801 ) 661 Selling, general and administrative 161 12 61 — 234 Interest (income) expense, net 102 (33 ) 96 — 165 Other (income) expense, net (2 ) — (1 ) — (3 ) Total expenses 1,778 235 1,081 (801 ) 2,293 Income (loss) before income taxes and equity in earnings (losses) of subsidiaries (722 ) 84 408 — (230 ) Income tax (provision) benefit 122 (14 ) (79 ) — 29 Equity in earnings (losses) of subsidiaries, net of tax 399 25 — (424 ) — Net income (loss) (201 ) 95 329 (424 ) (201 ) Total other comprehensive income (loss), net of tax (3 ) (2 ) (3 ) 5 (3 ) Comprehensive income (loss) $ (204 ) $ 93 $ 326 $ (419 ) $ (204 ) THE HERTZ CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2019 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Net cash provided by (used in) operating activities $ 83 $ 5 $ 1,421 $ (993 ) $ 516 Cash flows from investing activities: Revenue earning vehicles expenditures (102 ) — (3,871 ) — (3,973 ) Proceeds from disposal of revenue earning vehicles 48 — 2,105 — 2,153 Capital asset expenditures, non-vehicle (45 ) (2 ) (7 ) — (54 ) Proceeds from property and other equipment disposed of or to be disposed of 17 — 2 — 19 Capital contributions to subsidiaries (376 ) — — 376 — Return of capital from subsidiaries 406 — — (406 ) — Proceeds from/repayments of intercompany loan — — 434 (434 ) — Net cash provided by (used in) investing activities (52 ) (2 ) (1,337 ) (464 ) (1,855 ) Cash flows from financing activities: Proceeds from issuance of vehicle debt 195 — 3,472 — 3,667 Repayments of vehicle debt (195 ) — (2,541 ) — (2,736 ) Proceeds from issuance of non-vehicle debt 341 — — — 341 Repayments of non-vehicle debt (344 ) — — — (344 ) Payment of financing costs — — (12 ) — (12 ) Advances to Hertz Holdings (4 ) — — — (4 ) Contributions from noncontrolling interests — — 25 — 25 Capital contributions received from parent — — 376 (376 ) — Payment of dividends and return of capital — — (1,399 ) 1,399 — Proceeds from/repayments of intercompany loan (434 ) — — 434 — Net cash provided by (used in) financing activities (441 ) — (79 ) 1,457 937 Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents — — (2 ) — (2 ) Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period (410 ) 3 3 — (404 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 713 11 686 — 1,410 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 303 $ 14 $ 689 $ — $ 1,006 THE HERTZ CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2018 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Net cash provided by (used in) operating activities $ (221 ) $ 7 $ 957 $ (341 ) $ 402 Cash flows from investing activities: Revenue earning vehicles expenditures (129 ) — (3,436 ) — (3,565 ) Proceeds from disposal of revenue earning vehicles 48 — 1,734 — 1,782 Capital asset expenditures, non-vehicle (28 ) (3 ) (13 ) — (44 ) Proceeds from property and other equipment disposed of or to be disposed of — — 4 — 4 Other (24 ) — (3 ) — (27 ) Capital contributions to subsidiaries (877 ) — — 877 — Return of capital from subsidiaries 1,307 — — (1,307 ) — Proceeds from/repayments of intercompany loan — — 235 (235 ) — Net cash provided by (used in) investing activities 297 (3 ) (1,479 ) (665 ) (1,850 ) Cash flows from financing activities: Proceeds from issuance of vehicle debt 554 — 4,627 — 5,181 Repayments of vehicle debt (607 ) — (2,676 ) — (3,283 ) Proceeds from issuance of non-vehicle debt 127 — — — 127 Repayments of non-vehicle debt (131 ) — — — (131 ) Payment of financing costs (1 ) — (18 ) — (19 ) Advances to Hertz Holdings (4 ) — — — (4 ) Contributions from noncontrolling interests — — 5 — 5 Capital contributions received from parent — — 877 (877 ) — Payment of dividends and return of capital — — (1,648 ) 1,648 — Proceeds from/repayments of intercompany loan (235 ) — — 235 — Net cash provided by (used in) financing activities (297 ) — 1,167 1,006 1,876 Effect of foreign currency exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents — — 8 — 8 Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period (221 ) 4 653 — 436 Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 911 16 577 — 1,504 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 690 $ 20 $ 1,230 $ — $ 1,940 |