Guarantor and Non-Guarantor Annual Condensed Consolidating Financial Information | Guarantor and Non-Guarantor Annual Condensed Consolidating Financial Information - Hertz The following annual condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of December 31, 2016 and 2015 and the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) and Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 , of (a) The Hertz Corporation, ("Parent”); (b) the Parent's subsidiaries that guarantee the Senior Notes issued by the Parent ("Guarantor Subsidiaries"); (c) the Parent's subsidiaries that do not guarantee the Senior Notes issued by the Parent ("Non-Guarantor Subsidiaries"); (d) elimination entries necessary to consolidate the Parent with the Guarantor Subsidiaries and Non-Guarantor Subsidiaries ("Eliminations"); and of (e) Hertz 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 Hertz's general creditors. In lieu of providing separate unaudited financial statements for the Guarantor Subsidiaries, Hertz has included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC's Regulation S-X. Management of Hertz does not believe that separate financial statements of the Guarantor Subsidiaries are material to Hertz's 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. THE HERTZ CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries ASSETS Cash and cash equivalents $ 458 $ 12 $ 346 $ — $ 816 Restricted cash and cash equivalents 53 5 220 — 278 Receivables, net of allowance 752 167 364 — 1,283 Due from affiliates 3,668 4,738 9,750 (18,156 ) — Prepaid expenses and other assets 5,736 83 199 (5,440 ) 578 Revenue earning vehicles, net 361 7 10,450 — 10,818 Property and equipment, net 656 70 132 — 858 Investment in subsidiaries, net 6,114 598 — (6,712 ) — Other intangible assets, net 89 3,223 20 — 3,332 Goodwill 102 943 36 — 1,081 Assets held for sale — — 111 — 111 Total assets $ 17,989 $ 9,846 $ 21,628 $ (30,308 ) $ 19,155 LIABILITIES AND EQUITY Due to affiliates $ 11,748 $ 1,900 $ 4,508 $ (18,156 ) $ — Accounts payable 279 90 452 — 821 Accrued liabilities 557 103 320 — 980 Accrued taxes, net 78 18 2,881 (2,812 ) 165 Debt 4,086 — 9,455 — 13,541 Public liability and property damage 166 43 198 — 407 Deferred income taxes, net — 2,980 1,797 (2,628 ) 2,149 Liabilities held for sale — — 17 — 17 Total liabilities 16,914 5,134 19,628 (23,596 ) 18,080 Equity: Stockholder's equity 1,075 4,712 2,000 (6,712 ) 1,075 Total liabilities and equity $ 17,989 $ 9,846 $ 21,628 $ (30,308 ) $ 19,155 THE HERTZ CORPORATION 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 ) — Prepaid expenses and other assets 4,518 698 461 (4,682 ) 995 Revenue earning vehicles, net 388 6 10,352 — 10,746 Property and equipment, net 752 74 151 — 977 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 held for sale 25 — — — 25 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 income taxes, 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 THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2016 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 4,604 $ 1,483 $ 6,022 $ (3,306 ) $ 8,803 Expenses: Direct vehicle and operating 2,909 761 1,263 (1 ) 4,932 Depreciation of revenue earning vehicles and lease charges, net 2,766 685 2,453 (3,303 ) 2,601 Selling, general and administrative 602 51 248 (2 ) 899 Interest expense, net 407 (58 ) 274 — 623 Goodwill and intangible asset impairments — 120 172 — 292 Other (income) expense, net 6 (10 ) (71 ) — (75 ) Total expenses 6,690 1,549 4,339 (3,306 ) 9,272 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (2,086 ) (66 ) 1,683 — (469 ) Income tax (provision) benefit 682 (26 ) (660 ) — (4 ) Equity in earnings (losses) of subsidiaries, net of tax 916 266 — (1,182 ) — Net income (loss) from continuing operations $ (488 ) $ 174 $ 1,023 $ (1,182 ) $ (473 ) Net income (loss) from discontinued operations — (5 ) (10 ) — (15 ) Net income (loss) (488 ) 169 1,013 (1,182 ) (488 ) Other comprehensive income (loss), net of tax (29 ) 7 (47 ) 40 (29 ) Comprehensive income (loss) $ (517 ) $ 176 $ 966 $ (1,142 ) $ (517 ) THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2015 (In millions) Parent (The Hertz Corporation) Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations The Hertz Corporation & Subsidiaries Total revenues $ 4,618 $ 1,567 $ 5,432 $ (2,600 ) $ 9,017 Expenses: Direct vehicle and operating 2,895 856 1,306 (2 ) 5,055 Depreciation of revenue earning vehicles and lease charges, net 1,951 665 2,414 (2,597 ) 2,433 Selling, general and administrative 527 69 278 (1 ) 873 Interest expense, net 389 (29 ) 239 — 599 Goodwill and intangible asset impairments 40 — — — 40 Other (income) expense, net — (2 ) (113 ) — (115 ) Total expenses 5,802 1,559 4,124 (2,600 ) 8,885 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (1,184 ) 8 1,308 — 132 Income tax (provision) benefit 262 35 (314 ) — (17 ) Equity in earnings (losses) of subsidiaries, net of tax 1,198 193 — (1,391 ) — Net income (loss) from continuing operations 276 236 994 (1,391 ) 115 Net income (loss) from discontinued operations — 162 67 (68 ) 161 Net income (loss) 276 398 1,061 (1,459 ) 276 Other comprehensive income (loss), net of tax (130 ) (4 ) (114 ) 118 (130 ) Comprehensive income (loss) $ 146 $ 394 $ 947 $ (1,341 ) $ 146 THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2014 (In millions) Parent Guarantor Non- Eliminations The Hertz Total revenues $ 4,703 $ 1,650 $ 6,179 $ (3,057 ) $ 9,475 Expenses: Direct vehicle and operating 2,995 907 1,558 (2 ) 5,458 Depreciation of revenue earning vehicles and lease charges, net 2,510 513 2,733 (3,051 ) 2,705 Selling, general and administrative 536 89 315 (4 ) 936 Interest expense, net 382 (17 ) 252 — 617 Other (income) expense, net (22 ) (4 ) 16 — (10 ) Total expenses 6,401 1,488 4,874 (3,057 ) 9,706 Income (loss) from continuing operations before income taxes and equity in earnings (losses) of subsidiaries (1,698 ) 162 1,305 — (231 ) Income tax (provision) benefit 631 (99 ) (515 ) — 17 Equity in earnings (losses) of subsidiaries, net of tax 989 77 — (1,066 ) — Net income (loss) from continuing operations (78 ) 140 790 (1,066 ) (214 ) Net income (loss) from discontinued operations — 136 37 (37 ) 136 Net income (loss) (78 ) 276 827 (1,103 ) (78 ) Other comprehensive income (loss), net of tax (121 ) (6 ) (112 ) 118 (121 ) Comprehensive income (loss) $ (199 ) $ 270 $ 715 $ (985 ) $ (199 ) THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 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 $ (1,892 ) $ 85 $ 5,151 $ (814 ) $ 2,530 Cash flows from investing activities: Net change in restricted cash and cash equivalents, vehicle 4 (3 ) 52 — 53 Net change in restricted cash and cash equivalents, non-vehicle — — (1 ) — (1 ) Revenue earning vehicles expenditures (342 ) (69 ) (10,546 ) — (10,957 ) Proceeds from disposal of revenue earning vehicles 417 — 8,347 — 8,764 Capital asset expenditures, non-vehicle (80 ) (16 ) (38 ) — (134 ) Proceeds from disposal of property and other equipment 35 1 23 — 59 Capital contributions to subsidiaries (2,632 ) — — — 2,632 — Return of capital from subsidiaries 3,849 — — (3,849 ) — Loan to Parent/Guarantor from Non-Guarantor — — (1,055 ) 1,055 — Acquisitions, net of cash acquired — — (2 ) — (2 ) Sales of (investment in) shares in equity investment (45 ) — 267 — 222 Net cash provided by (used in) investing activities 1,206 (87 ) (2,953 ) (162 ) (1,996 ) Cash flows from financing activities: Proceeds from issuance of vehicle debt 716 — 8,976 — 9,692 Repayments of vehicle debt (707 ) — (9,041 ) — (9,748 ) Proceeds from issuance of non-vehicle debt 2,592 — — — 2,592 Repayments of non-vehicle debt (4,651 ) — — — (4,651 ) Payment of financing costs (46 ) (3 ) (26 ) — (75 ) Early redemption premium payment (27 ) — — — (27 ) Transfers (to) from discontinued entities 2,122 — — — 2,122 Capital contributions received from parent — — 2,632 (2,632 ) — Loan to Parent/Guarantor from Non-Guarantor 1,055 — — (1,055 ) — Payment of dividends and return of capital — — (4,663 ) 4,663 — Advances to Hertz Global/Old Hertz Holdings (102 ) — — — (102 ) Other 13 — — — 13 Net cash provided by (used in) financing activities 965 (3 ) (2,122 ) 976 (184 ) Effect of foreign currency 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 279 (5 ) 68 — 342 Cash and cash equivalents at beginning of period 179 17 278 — 474 Cash and cash equivalents at end of period $ 458 $ 12 $ 346 $ — $ 816 Cash flows from discontinued operations: Cash flows provided by (used in) operating activities $ — $ 59 $ 148 $ — $ 207 Cash flows provided by (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 THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 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 $ (1,390 ) $ (206 ) $ 4,896 $ (524 ) $ 2,776 Cash flows from investing activities: Net change in restricted cash and cash equivalents, vehicle 25 1 195 — 221 Net change in restricted cash and cash equivalents, non-vehicle — 3 (12 ) — (9 ) Revenue earning vehicles expenditures (434 ) (93 ) (10,859 ) — (11,386 ) Proceeds from disposal of revenue earning vehicles 303 41 8,452 — 8,796 Capital asset expenditures, non-vehicle (154 ) (6 ) (90 ) — (250 ) Proceeds from disposal of property and other equipment 53 11 43 — 107 Capital contributions to subsidiaries (2,650 ) (181 ) — 2,831 — Return of capital from subsidiaries 4,634 443 — (5,077 ) — Acquisitions, net of cash acquired (17 ) (3 ) (75 ) — (95 ) Loan to Parent/Guarantor from Non-Guarantor — — (737 ) 737 — Sales of (investment in) shares in equity investment — — 236 — 236 Advances to Old Hertz Holdings (267 ) — — — (267 ) Net cash provided by (used in) investing activities 1,493 216 (2,847 ) (1,509 ) (2,647 ) Cash flows from financing activities: Proceeds from issuance of vehicle debt 25 — 7,503 — 7,528 Repayments of vehicle debt — — (7,079 ) — (7,079 ) Proceeds from issuance of non-vehicle debt 1,867 — — — 1,867 Repayments of non-vehicle debt (2,112 ) — — — (2,112 ) Capital contributions received from parent — — 2,831 (2,831 ) — Loan to Parent/Guarantor from Non-Guarantor 737 — — (737 ) — Payment of dividends and return of capital — — (5,601 ) 5,601 — Payment of financing costs (4 ) (3 ) (22 ) — (29 ) Transfers (to) from discontinued entities (95 ) — 163 — 68 Advances to Hertz Global/Old Hertz Holdings (344 ) — — — (344 ) Net cash provided by (used in) financing activities 74 (3 ) (2,205 ) 2,033 (101 ) Effect of foreign currency exchange rate changes on cash and cash equivalents from continuing operations — — (28 ) — (28 ) Net increase (decrease) in cash and cash equivalents during the period from continuing operations 177 7 (184 ) — — Cash and cash equivalents at beginning of period 2 10 462 — 474 Cash and cash equivalents at end of period $ 179 $ 17 $ 278 $ — $ 474 Cash flows from discontinued operations: Cash flows provided by (used in) operating activities — 356 200 — 556 Cash flows provided by (used in) investing activities — (447 ) 62 — (385 ) Cash flows provided by (used in) financing activities — 87 (266 ) — (179 ) Effect of foreign currency exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) Net increase (decrease) in cash and cash equivalents during the period from discontinued operations $ — $ (4 ) $ (7 ) $ — $ (11 ) THE HERTZ CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 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 from continuing operations $ (464 ) $ 151 $ 4,291 $ (1,037 ) $ 2,941 Cash flows from investing activities: Net change in restricted cash and cash equivalents, vehicle (27 ) 11 265 — 249 Revenue earning vehicles expenditures (243 ) (129 ) (9,442 ) — (9,814 ) Proceeds from disposal of revenue earning vehicles 183 107 6,877 — 7,167 Capital asset expenditures, non-vehicle (195 ) (29 ) (107 ) — (331 ) Proceeds from disposal of property and other equipment 43 4 31 — 78 Capital contributions to subsidiaries (1,614 ) (37 ) — 1,651 — Return of capital from subsidiaries 1,722 — — (1,722 ) — Acquisitions, net of cash acquired — (28 ) (47 ) — (75 ) Loan to Parent/Guarantor from Non-Guarantor — (43 ) (437 ) 480 — Sales of (investment in) shares in equity investment — — (30 ) — (30 ) Advances to Old Hertz Holdings (28 ) — — — (28 ) Repayments from Old Hertz Holdings 25 — — — 25 Net cash provided by (used in) investing activities (134 ) (144 ) (2,890 ) 409 (2,759 ) Cash flows from financing activities: Proceeds from issuance of vehicle debt 27 — 4,383 — 4,410 Repayments of vehicle debt (16 ) — (4,507 ) — (4,523 ) Proceeds from issuance of non-vehicle debt 2,480 — — — 2,480 Repayments of non-vehicle debt (2,457 ) — — — (2,457 ) Capital contributions received from parent — — 1,651 (1,651 ) — Loan to Parent/Guarantor from Non-Guarantor 437 — 43 (480 ) — Payment of dividends and return of capital — — (2,759 ) 2,759 — Payment of financing costs (12 ) (3 ) (48 ) — (63 ) Transfer (to) from discontinued entities 77 — — — 77 Other 2 — — — 2 Net cash provided by (used in) financing activities 538 (3 ) (1,237 ) 628 (74 ) Effect of foreign currency exchange rate changes on cash and cash equivalents from continuing operations — — (30 ) — (30 ) Net increase (decrease) in cash and cash equivalents during the period from continuing operations (60 ) 4 134 — 78 Cash and cash equivalents at beginning of period 62 6 328 — 396 Cash and cash equivalents at end of period $ 2 $ 10 $ 462 $ — $ 474 Cash flows from discontinued operations: Cash flows provided by (used in) operating activities — 382 134 — 516 Cash flows provided by (used in) investing activities — (291 ) (136 ) — (427 ) Cash flows provided by (used in) financing activities — (87 ) — — (87 ) Effect of foreign currency exchange rate changes on cash and cash equivalents — — (1 ) — (1 ) Net increase (decrease) in cash and cash equivalents during the period from discontinued operations $ — $ 4 $ (3 ) $ — $ 1 |