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 June 30, 2015 and December 31, 2014 , the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014 and the Statements of Cash Flows for the six months ended June 30, 2015 and 2014 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 Credit 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. CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2015 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 141 $ 18 $ 378 $ — $ 537 Restricted cash and cash equivalents 142 14 265 — 421 Receivables, less allowance for doubtful accounts 274 398 718 — 1,390 Due from affiliates 3,504 1,635 5,331 (10,368 ) 102 Inventories, net 23 25 27 — 75 Prepaid expenses and other assets 4,149 901 54 (4,166 ) 938 Revenue earning equipment, net 471 2,178 13,347 — 15,996 Property and equipment, net 800 307 200 — 1,307 Investment in subsidiaries, net 6,934 1,624 — (8,558 ) — Other intangible assets, net 154 3,172 619 — 3,945 Goodwill 104 1,034 222 — 1,360 Total assets $ 16,696 $ 11,306 $ 21,161 $ (23,092 ) $ 26,071 LIABILITIES AND EQUITY Intercompany payables $ 6,756 $ 965 $ 2,647 $ (10,368 ) $ — Accounts payable 101 296 1,034 — 1,431 Accrued liabilities 590 229 310 — 1,129 Accrued taxes 65 36 2,200 (2,199 ) 102 Debt 6,616 69 10,997 — 17,682 Public liability and property damage 145 56 183 — 384 Deferred taxes on income 2,654 2,233 (1,967 ) 2,920 Total liabilities 14,273 4,305 19,604 (14,534 ) 23,648 Equity: The Hertz Corporation and Subsidiaries stockholder's equity 2,423 7,001 1,557 (8,558 ) 2,423 Total liabilities and equity $ 16,696 $ 11,306 $ 21,161 $ (23,092 ) $ 26,071 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 2 $ 14 $ 474 $ — $ 490 Restricted cash and cash equivalents 84 26 461 — 571 Receivables, less allowance for doubtful accounts 272 419 906 — 1,597 Due from affiliates 2,957 1,528 4,395 (8,785 ) 95 Inventories, net 20 25 22 — 67 Prepaid expenses and other assets 3,900 831 87 (3,901 ) 917 Revenue earning equipment, net 306 1,988 11,359 — 13,653 Property and equipment, net 730 308 284 — 1,322 Investment in subsidiaries, net 6,897 1,513 — (8,410 ) — Other intangible assets, net 179 3,213 617 — 4,009 Goodwill 104 1,033 222 — 1,359 Total assets $ 15,451 $ 10,898 $ 18,827 $ (21,096 ) $ 24,080 LIABILITIES AND EQUITY Intercompany payables $ 5,702 $ 1,005 $ 2,078 $ (8,785 ) $ — Accounts payable 65 212 731 — 1,008 Accrued liabilities 599 231 318 — 1,148 Accrued taxes 62 31 2,252 (2,211 ) 134 Debt 6,393 74 9,526 — 15,993 Public liability and property damage 135 57 193 — 385 Deferred taxes on income — 2,541 2,066 (1,690 ) 2,917 Total liabilities 12,956 4,151 17,164 (12,686 ) 21,585 Equity: The Hertz Corporation and Subsidiaries stockholder's equity 2,495 6,747 1,663 (8,410 ) 2,495 Total liabilities and equity $ 15,451 $ 10,898 $ 18,827 $ (21,096 ) $ 24,080 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2015 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,181 $ 702 $ 1,391 $ (582 ) $ 2,692 Expenses: Direct operating 720 384 402 (1 ) 1,505 Depreciation of revenue earning equipment and lease charges 452 203 622 (581 ) 696 Selling, general and administrative 155 58 83 — 296 Interest expense, net 86 6 63 — 155 Other (income) expense, net (3 ) (2 ) (5 ) — (10 ) Total expenses 1,410 649 1,165 (582 ) 2,642 Income (loss) before income taxes (229 ) 53 226 — 50 (Provision) benefit for taxes on income 76 (17 ) (86 ) — (27 ) Equity in earnings (losses) of subsidiaries, net of tax 176 68 — (244 ) — Net income (loss) 23 104 140 (244 ) 23 Other comprehensive income (loss), net of tax 11 — 7 (7 ) 11 Comprehensive income (loss) $ 34 $ 104 $ 147 $ (251 ) $ 34 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2014 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,212 $ 700 $ 1,570 $ (652 ) $ 2,830 Expenses: Direct operating 739 384 472 (1 ) 1,594 Depreciation of revenue earning equipment and lease charges 538 174 647 (651 ) 708 Selling, general and administrative 132 49 84 — 265 Interest expense, net 88 5 69 — 162 Other (income) expense, net (21 ) (1 ) — — (22 ) Total expenses 1,476 611 1,272 (652 ) 2,707 Income (loss) before income taxes (264 ) 89 298 — 123 (Provision) benefit for taxes on income (loss) 94 (33 ) (111 ) — (50 ) Equity in earnings (losses) of subsidiaries, net of tax 243 34 — (277 ) — Net income (loss) 73 90 187 (277 ) 73 Other comprehensive income (loss), net of tax 12 (1 ) 14 (13 ) 12 Comprehensive income (loss) $ 85 $ 89 $ 201 $ (290 ) $ 85 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Six Months Ended June 30, 2015 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 2,296 $ 1,359 $ 2,668 $ (1,178 ) $ 5,145 Expenses: Direct operating 1,414 762 739 (2 ) 2,913 Depreciation of revenue earning equipment and lease charges 907 387 1,285 (1,176 ) 1,403 Selling, general and administrative 267 120 173 — 560 Interest expense, net 176 11 121 — 308 Other (income) expense, net (2 ) (1 ) (1 ) — (4 ) Total expenses 2,762 1,279 2,317 (1,178 ) 5,180 Income (loss) before income taxes (466 ) 80 351 — (35 ) (Provision) benefit for taxes on income 44 (15 ) (40 ) — (11 ) Equity in earnings (losses) of subsidiaries, net of tax 376 114 — (490 ) — Net income (loss) (46 ) 179 311 (490 ) (46 ) Other comprehensive income (loss), net of tax (35 ) (4 ) (39 ) 43 (35 ) Comprehensive income (loss) $ (81 ) $ 175 $ 272 $ (447 ) $ (81 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Six Months Ended June 30, 2014 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 2,334 $ 1,356 $ 3,097 $ (1,421 ) $ 5,366 Expenses: Direct operating 1,420 742 876 (1 ) 3,037 Depreciation of revenue earning equipment and lease charges 1,201 343 1,310 (1,420 ) 1,434 Selling, general and administrative 266 98 177 — 541 Interest expense, net 172 11 132 — 315 Other (income) expense, net (28 ) (1 ) 4 — (25 ) Total expenses 3,031 1,193 2,499 (1,421 ) 5,302 Income (loss) before income taxes (697 ) 163 598 — 64 (Provision) benefit for taxes on income 254 (60 ) (252 ) — (58 ) Equity in earnings (losses) of subsidiaries, net of tax 449 53 — (502 ) — Net income (loss) 6 156 346 (502 ) 6 Other comprehensive income (loss), net of tax (6 ) (3 ) (3 ) 6 (6 ) Comprehensive income (loss) $ — $ 153 $ 343 $ (496 ) $ — CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 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 $ (810 ) $ 224 $ 2,718 $ (679 ) $ 1,453 Cash flows from investing activities: Net change in restricted cash and cash equivalents (60 ) 12 192 — 144 Revenue earning equipment expenditures (298 ) (357 ) (7,336 ) — (7,991 ) Proceeds from disposal of revenue earning equipment 160 114 4,635 — 4,909 Capital asset expenditures, non-fleet (87 ) (23 ) (60 ) — (170 ) Proceeds from disposal of property and equipment 27 5 15 — 47 Capital contributions to subsidiaries (1,544 ) — — 1,544 — Return of capital from subsidiaries 2,043 37 — (2,080 ) — Loan to Parent / Guarantor from Non-Guarantor — — (506 ) 506 — Acquisitions, net of cash acquired (17 ) (3 ) (75 ) — (95 ) Advances to Hertz Global Holdings, Inc. (6 ) — — — (6 ) Net cash provided by (used in) investing activities 218 (215 ) (3,135 ) (30 ) (3,162 ) Cash flows from financing activities: Proceeds from issuance of long-term debt — — 1,069 — 1,069 Repayment of long-term debt (11 ) — (1,021 ) — (1,032 ) Short-term borrowings: Proceeds — — 383 — 383 Payments — — (258 ) — (258 ) Proceeds under the revolving lines of credit 1,206 — 4,101 — 5,307 Payments under the revolving lines of credit (970 ) (4 ) (2,714 ) — (3,688 ) Capital contributions received from parent — — 1,544 (1,544 ) — Loan to Parent / Guarantor from Non-Guarantor 506 — — (506 ) — Payment of dividends and return of capital — — (2,759 ) 2,759 — Payment of financing costs — (1 ) (7 ) — (8 ) Net cash provided by (used in) financing activities 731 (5 ) 338 709 1,773 Effect of foreign exchange rate changes on cash and cash equivalents — — (17 ) — (17 ) Net change in cash and cash equivalents during the period 139 4 (96 ) — 47 Cash and cash equivalents at beginning of period 2 14 474 — 490 Cash and cash equivalents at end of period $ 141 $ 18 $ 378 $ — $ 537 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2014 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Net cash provided by (used in) operating activities $ (1,274 ) $ 218 $ 2,578 $ (116 ) $ 1,406 Cash flows from investing activities: Net change in restricted cash and cash equivalents (7 ) 54 96 — 143 Revenue earning equipment expenditures (89 ) (309 ) (5,598 ) — (5,996 ) Proceeds from disposal of revenue earning equipment 62 149 3,506 — 3,717 Capital assets expenditures, non-fleet (68 ) (15 ) (68 ) — (151 ) Proceeds from disposal of property and equipment 17 5 23 — 45 Capital contributions to subsidiaries (415 ) (80 ) — 495 — Return of capital from subsidiaries 804 — — (804 ) — Acquisitions, net of cash acquired — (2 ) (4 ) — (6 ) Loan to Parent / Guarantor from Non-Guarantor — — (230 ) 230 — Advances to Hertz Global Holdings, Inc. (27 ) — — — (27 ) Repayments from Hertz Global Holdings, Inc. 25 — — — 25 Net cash provided by (used in) investing activities 302 (198 ) (2,275 ) (79 ) (2,250 ) Cash flows from financing activities: Proceeds from issuance of long-term debt — — 414 — 414 Payment of long-term debt (10 ) — (87 ) — (97 ) Short-term borrowings: Proceeds — — 269 — 269 Payments — — (369 ) — (369 ) Proceeds under the revolving lines of credit 1,715 — 1,064 — 2,779 Payments under the revolving lines of credit (895 ) (5 ) (1,117 ) — (2,017 ) Capital contributions received from parent — — 495 (495 ) — Loan to Parent / Guarantor from Non-Guarantor 230 — — (230 ) — Payment of dividends and return of capital — — (920 ) 920 — Payment of financing costs — (3 ) (3 ) — (6 ) Other 2 — — — 2 Net cash provided by (used in) financing activities 1,042 (8 ) (254 ) 195 975 Effect of foreign exchange rate changes on cash and cash equivalents — — (2 ) — (2 ) Net change in cash and cash equivalents during the period 70 12 47 — 129 Cash and cash equivalents at beginning of period 62 6 343 — 411 Cash and cash equivalents at end of period $ 132 $ 18 $ 390 $ — $ 540 |