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, 2016 and December 31, 2015 , the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015 and the Statements of Cash Flows for the six months ended June 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 investments in subsidiaries and stockholder's equity for the Non-Guarantor Subsidiaries, and an understatement of investments in subsidiaries and an overstatement of prepaid expenses and other assets for the Guarantor Subsidiaries. These errors had no impact to total assets, total liabilities or stockholder's equity of the Guarantor Subsidiaries. These errors, which the Company determined are not material, 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. CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2016 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 811 $ 11 $ 463 $ — $ 1,285 Restricted cash and cash equivalents 68 4 246 — 318 Receivables, net of allowance 588 207 528 — 1,323 Due from affiliates 3,263 3,233 7,684 (14,180 ) — Inventories, net 19 4 20 — 43 Prepaid expenses and other assets 4,541 50 277 (4,274 ) 594 Revenue earning vehicles, net 324 8 12,477 — 12,809 Property and equipment, net 698 64 150 — 912 Investment in subsidiaries, net 5,951 545 — (6,496 ) — Other intangible assets, net 127 3,327 25 — 3,479 Goodwill 102 943 212 — 1,257 Total assets $ 16,492 $ 8,396 $ 22,082 $ (24,950 ) $ 22,020 LIABILITIES AND EQUITY Due to affiliates $ 8,976 $ 1,350 $ 3,854 $ (14,180 ) $ — Accounts payable 303 95 841 — 1,239 Accrued liabilities 605 103 329 — 1,037 Accrued taxes, net 75 22 2,468 (2,386 ) 179 Debt 4,772 — 10,620 — 15,392 Public liability and property damage 152 46 212 — 410 Deferred taxes on income, net — 2,061 1,981 (1,888 ) 2,154 Total liabilities 14,883 3,677 20,305 (18,454 ) 20,411 Equity: Stockholder's equity 1,609 4,719 1,777 (6,496 ) 1,609 Total liabilities and equity $ 16,492 $ 8,396 $ 22,082 $ (24,950 ) $ 22,020 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 June 30, 2016 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 1,192 $ 385 $ 1,636 $ (943 ) $ 2,270 Expenses: Direct vehicle and operating 732 192 343 — 1,267 Depreciation of revenue earning vehicles and lease charges, net 759 214 599 (943 ) 629 Selling, general and administrative 158 11 65 — 234 Interest expense, net 119 (21 ) 76 — 174 Other (income) expense, net 1 (1 ) 1 — 1 Total expenses 1,769 395 1,084 (943 ) 2,305 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (577 ) (10 ) 552 — (35 ) (Provision) benefit for taxes on income (loss) of continuing operations 227 3 (223 ) — 7 Equity in earnings (losses) of subsidiaries, net of tax 307 144 — (451 ) — Net income (loss) from continuing operations (43 ) 137 329 (451 ) (28 ) Net income (loss) from discontinued operations — (4 ) (11 ) — (15 ) Net income (loss) (43 ) 133 318 (451 ) (43 ) Other comprehensive income (loss), net of tax (45 ) (5 ) (23 ) 28 (45 ) Comprehensive income (loss) $ (88 ) $ 128 $ 295 $ (423 ) $ (88 ) 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 $ 408 $ 1,310 $ (582 ) $ 2,317 Expenses: Direct vehicle and operating 719 223 349 (1 ) 1,290 Depreciation of revenue earning vehicles and lease charges, net 434 137 607 (581 ) 597 Selling, general and administrative 157 18 76 — 251 Interest expense, net 95 (4 ) 58 — 149 Other (income) expense, net (3 ) (1 ) (4 ) — (8 ) Total expenses 1,402 373 1,086 (582 ) 2,279 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (221 ) 35 224 — 38 (Provision) benefit for taxes on income (loss) of continuing operations 75 (16 ) (84 ) — (25 ) Equity in earnings (losses) of subsidiaries, net of tax 182 68 — (250 ) — Net income (loss) from continuing operations 36 87 140 (250 ) 13 Net income (loss) from discontinued operations — 23 — — 23 Net income (loss) 36 110 140 (250 ) 36 Other comprehensive income (loss), net of tax 11 — 7 (7 ) 11 Comprehensive income (loss) $ 47 $ 110 $ 147 $ (257 ) $ 47 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Six Months Ended June 30, 2016 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 2,258 $ 725 $ 2,932 $ (1,662 ) $ 4,253 Expenses: Direct vehicle and operating 1,417 381 627 — 2,425 Depreciation of revenue earning vehicles and lease charges, net 1,380 349 1,177 (1,661 ) 1,245 Selling, general and administrative 304 24 132 (1 ) 459 Interest expense, net 207 (22 ) 140 — 325 Other (income) expense, net 1 (10 ) (80 ) — (89 ) Total expenses 3,309 722 1,996 (1,662 ) 4,365 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (1,051 ) 3 936 — (112 ) (Provision) benefit for taxes on income (loss) of continuing operations 415 (2 ) (381 ) — 32 Equity in earnings (losses) of subsidiaries, net of tax 545 201 — (746 ) — Net income (loss) from continuing operations (91 ) 202 555 (746 ) (80 ) Net income (loss) from discontinued operations — (1 ) (10 ) — (11 ) Net income (loss) (91 ) 201 545 (746 ) (91 ) Other comprehensive income (loss), net of tax 9 (5 ) 29 (24 ) 9 Comprehensive income (loss) $ (82 ) $ 196 $ 574 $ (770 ) $ (82 ) 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 $ 791 $ 2,506 $ (1,178 ) $ 4,415 Expenses: Direct vehicle and operating 1,415 446 633 (2 ) 2,492 Depreciation of revenue earning vehicles and lease charges, net 889 262 1,253 (1,176 ) 1,228 Selling, general and administrative 271 42 158 — 471 Interest expense, net 193 (9 ) 112 — 296 Other (income) expense, net (2 ) — 1 — (1 ) Total expenses 2,766 741 2,157 (1,178 ) 4,486 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (470 ) 50 349 — (71 ) (Provision) benefit for taxes on income (loss) of continuing operations 55 (12 ) (37 ) — 6 Equity in earnings (losses) of subsidiaries, net of tax 382 114 — (496 ) — Net income (loss) from continuing operations (33 ) 152 312 (496 ) (65 ) Net income (loss) from discontinued operations — 33 (1 ) — 32 Net income (loss) (33 ) 185 311 (496 ) (33 ) Other comprehensive income (loss), net of tax (35 ) (4 ) (39 ) 43 (35 ) Comprehensive income (loss) $ (68 ) $ 181 $ 272 $ (453 ) $ (68 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 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 $ (1,903 ) $ 40 $ 3,316 $ (439 ) $ 1,014 Cash flows from investing activities: Net change in restricted cash and cash equivalents (10 ) (2 ) 28 — 16 Revenue earning vehicle expenditures (176 ) (43 ) (7,049 ) — (7,268 ) Proceeds from disposal of revenue earning vehicles 542 6 4,620 — 5,168 Capital asset expenditures, non-vehicle (41 ) (8 ) (23 ) — (72 ) Proceeds from disposal of property and other equipment 12 3 24 — 39 Purchases of shares in equity method investment (45 ) — — — (45 ) Sales of shares in equity method investment — — 233 — 233 Capital contributions to subsidiaries (514 ) — — 514 — Return of capital from subsidiaries 1,623 — — (1,623 ) — Loan to Parent / Guarantor from Non-Guarantor — — (405 ) 405 — Net cash provided by (used in) investing activities from continuing operations 1,391 (44 ) (2,572 ) (704 ) (1,929 ) Cash flows from financing activities: Proceeds from issuance of long-term debt — — 2,185 — 2,185 Repayments of long-term debt (2,062 ) — (342 ) — (2,404 ) Short-term borrowings: Proceeds — — 312 — 312 Payments — — (263 ) — (263 ) Proceeds under the revolving lines of credit 1,663 — 3,395 — 5,058 Payments under the revolving lines of credit (964 ) — (4,289 ) — (5,253 ) Capital contributions received from parent — — 514 (514 ) — Loan to Parent / Guarantor from Non-Guarantor 405 — — (405 ) — Payment of dividends and return of capital — — (2,062 ) 2,062 — Payment of financing costs (31 ) (3 ) (17 ) — (51 ) Transfers from discontinued entities 2,122 — — — 2,122 Other 11 1 — — 12 Net cash provided by (used in) financing activities from continuing operations 1,144 (2 ) (567 ) 1,143 1,718 Effect of foreign exchange rate changes on cash and cash equivalents from continuing operations — — 8 — 8 Net increase (decrease) in cash and cash equivalents during the period from continuing operations 632 (6 ) 185 — 811 Cash and cash equivalents at beginning of period 179 17 278 — 474 Cash and cash equivalents at end of period $ 811 $ 11 $ 463 $ — $ 1,285 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 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 from continuing operations $ (810 ) $ (13 ) $ 2,663 $ (679 ) $ 1,161 Cash flows from investing activities: Net change in restricted cash and cash equivalents (60 ) 1 192 — 133 Revenue earning vehicle expenditures (298 ) (63 ) (7,278 ) — (7,639 ) Proceeds from disposal of revenue earning vehicles 160 51 4,605 — 4,816 Capital assets expenditures, non-vehicle (87 ) — (34 ) — (121 ) Proceeds from disposal of property and other equipment 27 5 12 — 44 Capital contributions to subsidiaries (1,544 ) — — 1,544 — Return of capital from subsidiaries 2,043 37 — (2,080 ) — Acquisitions, net of cash acquired (17 ) (3 ) (75 ) — (95 ) Loan to Parent / Guarantor from Non-Guarantor — — (506 ) 506 — Advances to Old Hertz Holdings (6 ) — — — (6 ) Net cash provided by (used in) investing activities from continuing operations 218 28 (3,084 ) (30 ) (2,868 ) Cash flows from financing activities: Proceeds from issuance of long-term debt — — 1,069 — 1,069 Repayments 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 ) — (2,713 ) — (3,683 ) 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 ) Other — — (1 ) — (1 ) Net cash provided by (used in) financing activities from continuing operations 731 (1 ) 338 709 1,777 Effect of foreign exchange rate changes on cash and cash equivalents from continuing operations — — (16 ) — (16 ) Net increase (decrease) in cash and cash equivalents during the period from continuing operations 139 14 (99 ) — 54 Cash and cash equivalents at beginning of period 2 11 461 — 474 Cash and cash equivalents at end of period 141 25 362 — 528 Cash flows from discontinued operations: Cash flows provided by operating activities — 252 40 — 292 Cash flows used in investing activities — (258 ) (37 ) — (295 ) Cash flows provided by (used in) financing activities — (4 ) 1 — (3 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (1 ) — (1 ) Net increase (decrease) in cash and cash equivalents during the period from discontinued operations — (10 ) 3 — (7 ) |