UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 17, 2015 (July 16, 2015)
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 001-33139 |
| 20-3530539 |
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| 999 Vanderbilt Beach Road, 3rd Floor |
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| Naples, Florida 34108 |
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| 999 Vanderbilt Beach Road, 3rd Floor |
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| Naples, Florida 34108 |
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| (Address of principal executive offices, |
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| (239) 552-5800 |
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| (239) 552-5800 |
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| (Registrant’s telephone number, |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information set forth in Item 7.01 is incorporated by reference into this Item 2.02.
ITEM 7.01 REGULATION FD DISCLOSURE
On July 16, 2015, Hertz Global Holdings, Inc. (“Hertz Holdings” or the “Company”) issued a press release with respect to Hertz Holdings’ filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2014, which includes the restated results of 2012 and 2013 as well as selected unaudited restated financial information for 2011. In addition, the press release announced that Hertz Holdings filed its Quarterly Report on Form 10-Q for the period ending March 31, 2015. Hertz Holdings is providing additional financial information with respect to the fiscal year ending December 31, 2014 and the period ending March 31, 2015 in the document attached as Exhibit 99.2 to this current report. This financial information includes certain non-GAAP financial measures that are detailed in Exhibit 99.2.
As described in the press release, Hertz Holdings and its wholly-owned subsidiary The Hertz Corporation hosted a conference call for investors to discuss the filing of the Form 10-K on July 17, 2015. Certain information relating to the press release is included in the set of slides that accompanied the conference call, a copy of which is attached hereto as Exhibit 99.3. The conference call was made available to the public via conference call and audio webcast. Copies of the press release, the financial information and the slides are attached as Exhibit 99.1, 99.2 and 99.3, respectively, to this current report and incorporated by reference herein.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this report, and in related comments by the Company’s management, include “forward-looking statements.” Forward-looking statements include information concerning the Company’s liquidity and its possible or assumed future results of operations, including descriptions of its business strategies. These statements often include words such as “believe,”“becoming,” “expect,” “project,” “potential,” “preliminary,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate in these circumstances. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on SEC Forms 10-K, 10-Q and 8-K. Some important factors that could affect the Company’s actual results include, among others, the ability of the Company to remediate any material weaknesses in its internal control over financial reporting, the final results of the SEC’s inquiry or any other governmental inquiries or investigations, and those that may be disclosed from time to time in subsequent reports filed with the SEC and those described under “Risk Factors” set forth in Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2014 of the Company. You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit 99.1 Press Release of Hertz Holdings dated July 16, 2015.
Exhibit 99.2 Financial Information and Operating Data of Hertz Holdings.
Exhibit 99.3 Slides relating to the July 17, 2015 conference call.
Exhibit 99.1, 99.2 and 99.3 shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERTZ GLOBAL HOLDINGS, INC. | |
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| By: | /s/ Thomas C. Kennedy |
| Name: | Thomas C. Kennedy |
| Title: | Senior Executive Vice President and Chief Financial Officer |
Date: July 17, 2015