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, 2016 and December 31, 2015 , the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015 and the Statements of Cash Flows for the nine months ended September 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 these assets and equity for the Non-Guarantor Subsidiaries, and an understatement of these assets and overstatement of prepaid expenses and other assets for the Guarantor Subsidiaries. The classification errors, which the Company has determined are not material to this disclosure, 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. During the preparation of the condensed consolidating financial information of The Hertz Corporation and Subsidiaries as of and for the three and nine months ended September 30, 2016, it was determined that cash flows from operating activities and investing activities for the Parent and Non-Guarantor Subsidiaries were misstated as filed in the Company’s second quarter 2016 Form 10-Q, resulting in a $411 million overstatement of net cash used in operating activities and a $411 million overstatement of net cash provided by investing activities of the Parent, and a $411 million overstatement of net cash provided by operating activities and a $411 million overstatement of net cash used in investing activities of the Non-Guarantor Subsidiaries. These errors had no impact to the Guarantor Subsidiaries and no impact to financing activities. These errors, which the Company determined are not material, have no impact on the Company's consolidated financial condition, results of operations, or cash flows. The Company has corrected this error in the condensed consolidating statements of cash flows for the nine months ended September 30, 2016 presented herein. CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2016 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 830 $ 13 $ 587 $ — $ 1,430 Restricted cash and cash equivalents 93 2 229 — 324 Receivables, net of allowance 646 204 606 — 1,456 Due from affiliates 3,524 3,611 8,989 (16,124 ) — Inventories, net 15 4 14 — 33 Prepaid expenses and other assets 4,935 45 275 (4,686 ) 569 Revenue earning vehicles, net 402 6 11,300 — 11,708 Property and equipment, net 661 69 148 — 878 Investment in subsidiaries, net 6,357 662 — (7,019 ) — Other intangible assets, net 92 3,358 23 — 3,473 Goodwill 102 942 212 — 1,256 Total assets $ 17,657 $ 8,916 $ 22,383 $ (27,829 ) $ 21,127 LIABILITIES AND EQUITY Due to affiliates $ 10,049 $ 1,779 $ 4,296 $ (16,124 ) $ — Accounts payable 292 90 410 — 792 Accrued liabilities 621 108 344 — 1,073 Accrued taxes, net 85 25 2,673 (2,587 ) 196 Debt 4,883 — 9,980 — 14,863 Public liability and property damage 154 48 222 — 424 Deferred taxes on income, net — 2,081 2,224 (2,099 ) 2,206 Total liabilities 16,084 4,131 20,149 (20,810 ) 19,554 Equity: Stockholder's equity 1,573 4,785 2,234 (7,019 ) 1,573 Total liabilities and equity $ 17,657 $ 8,916 $ 22,383 $ (27,829 ) $ 21,127 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 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 (Provision) benefit for taxes on income (loss) of continuing operations 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 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 $ 439 $ 1,707 $ (842 ) $ 2,575 Expenses: Direct vehicle and operating 765 218 363 (1 ) 1,345 Depreciation of revenue earning vehicles and lease charges, net 650 210 612 (841 ) 631 Selling, general and administrative 133 13 72 — 218 Interest expense, net 98 (9 ) 64 — 153 Other (income) expense, net 10 — (38 ) — (28 ) Total expenses 1,656 432 1,073 (842 ) 2,319 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (385 ) 7 634 — 256 (Provision) benefit for taxes on income (loss) of continuing operations 151 2 (192 ) — (39 ) Equity in earnings (losses) of subsidiaries, net of tax 472 135 — (607 ) — Net income (loss) from continuing operations 238 144 442 (607 ) 217 Net income (loss) from discontinued operations — 24 (3 ) — 21 Net income (loss) 238 168 439 (607 ) 238 Other comprehensive income (loss), net of tax (40 ) — (39 ) 39 (40 ) Comprehensive income (loss) $ 198 $ 168 $ 400 $ (568 ) $ 198 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 ) (Provision) benefit for taxes on income (loss) of continuing operations 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 ) 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 $ 1,230 $ 4,214 $ (2,020 ) $ 6,991 Expenses: Direct vehicle and operating 2,180 664 996 (2 ) 3,838 Depreciation of revenue earning vehicles and lease charges, net 1,539 470 1,867 (2,017 ) 1,859 Selling, general and administrative 405 57 231 (1 ) 692 Interest expense, net 290 (19 ) 176 — 447 Other (income) expense, net 8 (1 ) (37 ) — (30 ) Total expenses 4,422 1,171 3,233 (2,020 ) 6,806 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (855 ) 59 981 — 185 (Provision) benefit for taxes on income (loss) of continuing operations 206 (10 ) (229 ) — (33 ) Equity in earnings (losses) of subsidiaries, net of tax 854 248 — (1,102 ) — Net income (loss) from continuing operations 205 297 752 (1,102 ) 152 Net income (loss) from discontinued operations — 56 (3 ) — 53 Net income (loss) 205 353 749 (1,102 ) 205 Other comprehensive income (loss), net of tax (75 ) (4 ) (78 ) 82 (75 ) Comprehensive income (loss) $ 130 $ 349 $ 671 $ (1,020 ) $ 130 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 (36 ) — 45 — 9 Revenue earning vehicle expenditures (285 ) (62 ) (8,903 ) — (9,250 ) Proceeds from disposal of revenue earning vehicles 219 11 6,730 — 6,960 Capital asset expenditures, non-vehicle (56 ) (13 ) (30 ) — (99 ) Proceeds from disposal of property and other equipment 29 2 22 — 53 Purchases of shares in equity method investment (45 ) — — — (45 ) Sales of shares in equity method investment — — 233 — 233 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 ) Capital contributions received from parent — — 1,260 (1,260 ) — Loan to Parent / Guarantor from Non-Guarantor 973 — — (973 ) — Payment of dividends and return of capital (1 ) — (3,234 ) 3,235 — 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 Global (100 ) — — — (100 ) Other 10 — — — 10 Net cash provided by (used in) financing activities from continuing operations 1,698 (3 ) (1,663 ) 1,002 1,034 Effect of foreign 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 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 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 from continuing operations $ (1,662 ) $ (57 ) $ 4,448 $ (464 ) $ 2,265 Cash flows from investing activities: Net change in restricted cash and cash equivalents 27 3 248 — 278 Revenue earning vehicle expenditures (299 ) (87 ) (9,092 ) — (9,478 ) Proceeds from disposal of revenue earning vehicles 195 70 6,401 — 6,666 Capital assets expenditures, non-vehicle (124 ) (2 ) (57 ) — (183 ) Proceeds from disposal of property and other equipment 35 12 17 — 64 Capital contributions to subsidiaries (2,006 ) — — 2,006 — Return of capital from subsidiaries 3,688 79 — (3,767 ) — Acquisitions, net of cash acquired (17 ) (3 ) (75 ) — (95 ) Loan to Parent / Guarantor from Non-Guarantor — — (684 ) 684 — Sale of (investment in) shares in equity method investment — — 100 — 100 Advances to Old Hertz Holdings (270 ) — — — (270 ) Net cash provided by (used in) investing activities from continuing operations 1,229 72 (3,142 ) (1,077 ) (2,918 ) Cash flows from financing activities: Proceeds from issuance of vehicle debt 25 — 6,044 — 6,069 Repayments of vehicle debt — — (5,223 ) — (5,223 ) Proceeds from issuance of non-vehicle debt 1,457 — — — 1,457 Repayments of non-vehicle debt (1,546 ) — (1 ) — (1,547 ) 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 ) Transfer (to) from discontinued entities — (6 ) (36 ) — (42 ) Net cash provided by (used in) financing activities from continuing operations 620 (8 ) (1,450 ) 1,541 703 Effect of foreign exchange rate changes on cash and cash equivalents from continuing operations — — (19 ) — (19 ) Net increase (decrease) in cash and cash equivalents during the period from continuing operations 187 7 (163 ) — 31 Cash and cash equivalents at beginning of period 2 10 462 — 474 Cash and cash equivalents at end of period $ 189 $ 17 $ 299 $ — $ 505 Cash flows from discontinued operations: Cash flows provided by operating activities $ — $ 397 $ 24 $ — $ 421 Cash flows used in investing activities — (406 ) (60 ) — (466 ) Cash flows provided by (used in) financing activities — — 35 — 35 Effect of foreign exchange rate changes on cash and cash equivalents — — (2 ) — (2 ) Net increase (decrease) in cash and cash equivalents during the period from discontinued operations $ — $ (9 ) $ (3 ) $ — $ (12 ) |