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, 2015 and December 31, 2014 , the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and 2014 and the Statements of Cash Flows for the nine months ended September 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 September 30, 2015 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 189 $ 12 $ 308 $ — $ 509 Restricted cash and cash equivalents 55 17 208 — 280 Receivables, less allowance for doubtful accounts 302 415 906 — 1,623 Due from affiliates 4,114 2,279 6,047 (12,075 ) 365 Inventories, net 18 27 17 — 62 Prepaid expenses and other assets 4,132 891 162 (4,250 ) 935 Revenue earning equipment, net 393 2,165 12,068 — 14,626 Property and equipment, net 795 300 182 — 1,277 Investment in subsidiaries, net 7,473 1,754 — (9,227 ) — Other intangible assets, net 131 3,155 614 — 3,900 Goodwill 104 1,035 219 — 1,358 Total assets $ 17,706 $ 12,050 $ 20,731 $ (25,552 ) $ 24,935 LIABILITIES AND EQUITY Intercompany payables $ 7,617 $ 1,373 $ 3,085 $ (12,075 ) $ — Accounts payable 264 233 420 — 917 Accrued liabilities 638 191 387 — 1,216 Accrued taxes, net 77 38 2,350 (2,329 ) 136 Debt 6,328 66 10,215 — 16,609 Public liability and property damage 143 57 191 — 391 Deferred taxes on income, net — 2,656 2,292 (1,921 ) 3,027 Total liabilities 15,067 4,614 18,940 (16,325 ) 22,296 Equity: The Hertz Corporation and Subsidiaries stockholder's equity 2,639 7,436 1,791 (9,227 ) 2,639 Total liabilities and equity $ 17,706 $ 12,050 $ 20,731 $ (25,552 ) $ 24,935 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, net 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, net — 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 September 30, 2015 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,271 $ 766 $ 1,781 $ (842 ) $ 2,976 Expenses: Direct operating 763 389 413 (1 ) 1,564 Depreciation of revenue earning equipment and lease charges, net 650 280 628 (841 ) 717 Selling, general and administrative 129 49 81 — 259 Interest expense, net 88 1 68 — 157 Other (income) expense, net 10 — (39 ) — (29 ) Total expenses 1,640 719 1,151 (842 ) 2,668 Income (loss) before income taxes (369 ) 47 630 — 308 (Provision) benefit for taxes on income (loss) 135 (13 ) (192 ) — (70 ) Equity in earnings (losses) of subsidiaries, net of tax 472 135 — (607 ) — Net income (loss) 238 169 438 (607 ) 238 Other comprehensive income (loss), net of tax (40 ) — (39 ) 39 (40 ) Comprehensive income (loss) $ 198 $ 169 $ 399 $ (568 ) $ 198 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 30, 2014 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,286 $ 757 $ 1,738 $ (660 ) $ 3,121 Expenses: Direct operating 797 399 507 (1 ) 1,702 Depreciation of revenue earning equipment and lease charges, net 515 199 691 (659 ) 746 Selling, general and administrative 149 60 94 — 303 Interest expense, net 86 4 73 — 163 Other (income) expense, net 8 (4 ) (1 ) — 3 Total expenses 1,555 658 1,364 (660 ) 2,917 Income (loss) before income taxes (269 ) 99 374 — 204 (Provision) benefit for taxes on income (loss) 91 (38 ) (107 ) — (54 ) Equity in earnings (losses) of subsidiaries, net of tax 328 56 — (384 ) — Net income (loss) 150 117 267 (384 ) 150 Other comprehensive income (loss), net of tax (37 ) — (40 ) 40 (37 ) Comprehensive income (loss) $ 113 $ 117 $ 227 $ (344 ) $ 113 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 $ 2,125 $ 4,450 $ (2,020 ) $ 8,122 Expenses: Direct operating 2,174 1,151 1,152 (2 ) 4,475 Depreciation of revenue earning equipment and lease charges, net 1,539 666 1,914 (2,017 ) 2,102 Selling, general and administrative 397 170 255 (1 ) 821 Interest expense, net 263 12 189 — 464 Other (income) expense, net 8 (2 ) (40 ) — (34 ) Total expenses 4,381 1,997 3,470 (2,020 ) 7,828 Income (loss) before income taxes (814 ) 128 980 — 294 (Provision) benefit for taxes on income (loss) 171 (28 ) (232 ) — (89 ) Equity in earnings (losses) of subsidiaries, net of tax 848 248 — (1,096 ) — Net income (loss) 205 348 748 (1,096 ) 205 Other comprehensive income (loss), net of tax (75 ) (4 ) (78 ) 82 (75 ) Comprehensive income (loss) $ 130 $ 344 $ 670 $ (1,014 ) $ 130 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended September 30, 2014 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 3,622 $ 2,112 $ 4,834 $ (2,081 ) $ 8,487 Expenses: Direct operating 2,214 1,142 1,384 (2 ) 4,738 Depreciation of revenue earning equipment and lease charges, net 1,716 542 2,000 (2,078 ) 2,180 Selling, general and administrative 416 158 271 (1 ) 844 Interest expense, net 259 15 205 — 479 Other (income) expense, net (20 ) (5 ) 3 — (22 ) Total expenses 4,585 1,852 3,863 (2,081 ) 8,219 Income (loss) before income taxes (963 ) 260 971 — 268 (Provision) benefit for taxes on income (loss) 345 (99 ) (358 ) — (112 ) Equity in earnings (losses) of subsidiaries, net of tax 777 109 — (886 ) — Net income (loss) 159 270 613 (886 ) 156 Other comprehensive income (loss), net of tax (44 ) (3 ) (43 ) 46 (44 ) Comprehensive income (loss) $ 115 $ 267 $ 570 $ (840 ) $ 112 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 $ (1,662 ) $ 340 $ 4,472 $ (464 ) $ 2,686 Cash flows from investing activities: Net change in restricted cash and cash equivalents 27 9 248 — 284 Revenue earning equipment expenditures (299 ) (540 ) (9,171 ) — (10,010 ) Proceeds from disposal of revenue earning equipment 195 159 6,434 — 6,788 Capital asset expenditures, non-fleet (124 ) (51 ) (75 ) — (250 ) Proceeds from disposal of property and equipment 35 13 21 — 69 Sales of (investment in) shares in equity method investment — — 100 — 100 Capital contributions to subsidiaries (2,006 ) — — 2,006 — Return of capital from subsidiaries 3,688 79 — (3,767 ) — Loan to Parent / Guarantor from Non-Guarantor — — (684 ) 684 — Acquisitions, net of cash acquired (17 ) (3 ) (75 ) — (95 ) Advances to Hertz Global Holdings, Inc. (270 ) — — — (270 ) Net cash provided by (used in) investing activities 1,229 (334 ) (3,202 ) (1,077 ) (3,384 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 2 — 1,074 — 1,076 Repayment of long-term debt (17 ) — (1,083 ) — (1,100 ) Short-term borrowings: Proceeds — — 543 — 543 Payments — — (434 ) — (434 ) Proceeds under the revolving lines of credit 1,482 — 4,424 — 5,906 Payments under the revolving lines of credit (1,531 ) (6 ) (3,706 ) — (5,243 ) 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 ) Other — — 1 — 1 Net cash provided by (used in) financing activities 620 (8 ) (1,415 ) 1,541 738 Effect of foreign exchange rate changes on cash and cash equivalents — — (21 ) — (21 ) Net change in cash and cash equivalents during the period 187 (2 ) (166 ) — 19 Cash and cash equivalents at beginning of period 2 14 474 — 490 Cash and cash equivalents at end of period $ 189 $ 12 $ 308 $ — $ 509 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 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 $ (551 ) $ 363 $ 3,498 $ (577 ) $ 2,733 Cash flows from investing activities: Net change in restricted cash and cash equivalents (46 ) 53 100 — 107 Revenue earning equipment expenditures (105 ) (484 ) (7,853 ) — (8,442 ) Proceeds from disposal of revenue earning equipment 86 205 5,025 — 5,316 Capital assets expenditures, non-fleet (121 ) (24 ) (87 ) — (232 ) Proceeds from disposal of property and equipment 30 10 27 — 67 Sales of (investment in) shares in equity method investment — — (30 ) — (30 ) Capital contributions to subsidiaries (916 ) (37 ) — 953 — Return of capital from subsidiaries 1,093 — — (1,093 ) — Acquisitions, net of cash acquired — (24 ) (45 ) — (69 ) Loan to Parent / Guarantor from Non-Guarantor — (43 ) (185 ) 228 — Advances to Hertz Global Holdings, Inc. (28 ) — — — (28 ) Repayments from Hertz Global Holdings, Inc. 25 — — — 25 Net cash provided by (used in) investing activities 18 (344 ) (3,048 ) 88 (3,286 ) Cash flows from financing activities: Proceeds from issuance of long-term debt — — 400 — 400 Payment of long-term debt (37 ) — (170 ) — (207 ) Short-term borrowings: Proceeds — — 528 — 528 Payments — — (537 ) — (537 ) Proceeds under the revolving lines of credit 2,220 — 1,798 — 4,018 Payments under the revolving lines of credit (1,831 ) (7 ) (1,567 ) — (3,405 ) Capital contributions received from parent — — 953 (953 ) — Loan to Parent / Guarantor from Non-Guarantor 185 — 43 (228 ) — Payment of dividends and return of capital — — (1,670 ) 1,670 — Payment of financing costs (2 ) (3 ) (7 ) — (12 ) Other 4 — — — 4 Net cash provided by (used in) financing activities 539 (10 ) (229 ) 489 789 Effect of foreign exchange rate changes on cash and cash equivalents — — (18 ) — (18 ) Net change in cash and cash equivalents during the period 6 9 203 — 218 Cash and cash equivalents at beginning of period 62 6 343 — 411 Cash and cash equivalents at end of period $ 68 $ 15 $ 546 $ — $ 629 |