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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-3530539
(I.R.S. Employer
Identification Number)
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8501 Williams Road
Estero, Florida 33928 (239) 301-7000
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices) |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 per share
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if a smaller
reporting company) |
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Class
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Shares Outstanding at
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February 22, 2016
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Common Stock, par value $0.01 per share
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423,919,780
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Page
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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(i)
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“Hertz Holdings” means Hertz Global Holdings, Inc., our top-level holding company;
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(ii)
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“Hertz” means The Hertz Corporation, our primary operating company and a direct wholly-owned subsidiary of Hertz Investors, Inc., which is wholly-owned by Hertz Holdings;
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(iii)
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"the Company," “we,” “us” and “our” mean Hertz Holdings and its consolidated subsidiaries;
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(iv)
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"Dollar Thrifty" means Dollar Thrifty Automotive Group, Inc., a consolidated subsidiary of the Company;
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(v)
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“HERC” means Hertz Equipment Rental Corporation, Hertz's wholly-owned equipment rental subsidiary, together with our various other wholly-owned international subsidiaries that conduct our industrial, construction, material handling and entertainment equipment rental business;
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(vi)
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"Donlen" means Donlen Corporation, a consolidated subsidiary of the Company. Donlen conducts our fleet leasing and fleet management services;
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(vii)
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“cars” means cars, crossovers and light trucks (including sport utility vehicles and, outside North America, light commercial vehicles);
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(viii)
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“program cars” means cars purchased by car rental companies under repurchase or guaranteed depreciation programs with car manufacturers;
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(ix)
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“non-program cars” means cars not purchased under repurchase or guaranteed depreciation programs for which we are exposed to residual risk;
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(x)
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“company-operated” rental locations are those through which we, or an agent of ours, rent cars that we own or lease; and
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(xi)
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“equipment” means industrial, construction and material handling equipment.
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•
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any claims, investigations or proceedings arising as a result of the restatement of our previously issued financial results;
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•
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our ability to remediate the material weaknesses in our internal controls over financial reporting described in Item 9A of this Annual Report;
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•
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the effect of our proposed separation of HERC and ability to obtain the expected benefits of any related transaction;
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•
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levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets;
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•
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significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets on rental volume and pricing, including on our pricing policies or use of incentives;
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•
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an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;
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•
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occurrences that disrupt rental activity during our peak periods;
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•
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our ability to achieve and maintain cost savings and efficiencies and realize opportunities to increase productivity and profitability;
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•
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our ability to accurately estimate future levels of rental activity and adjust the size and mix of our fleet accordingly;
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•
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our ability to maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning equipment and to refinance our existing indebtedness;
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•
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our ability to realize the operational efficiencies of the acquisition of the car rental operations of Dollar Thrifty;
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•
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our ability to maintain access to third-party distribution channels, including current or favorable prices, commission structures and transaction volumes;
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•
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an increase in our fleet costs or disruption to our rental activity, particularly during our peak periods, due to safety recalls by the manufacturers of our vehicles and equipment;
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•
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changes to our senior management team;
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•
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a major disruption in our communication or centralized information networks;
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•
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financial instability of the manufacturers of our vehicles and equipment, which could impact their ability to perform under agreements with us and/or their willingness or ability to make cars available to us or the car rental industry on commercially reasonable terms;
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•
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any impact on us from the actions of our franchisees, dealers and independent contractors;
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•
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our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);
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•
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shortages of fuel and increases or volatility in fuel costs;
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•
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our ability to successfully integrate acquisitions and complete dispositions;
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•
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our ability to maintain favorable brand recognition;
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•
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costs and risks associated with litigation and investigations;
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•
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risks related to our indebtedness, including our substantial amount of debt, our ability to incur substantially more debt and increases in interest rates or in our borrowing margins;
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•
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our ability to meet the financial and other covenants contained in our Senior Credit Facilities, our outstanding unsecured Senior Notes and certain asset-backed and asset-based arrangements;
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•
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changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings;
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•
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changes in the existing, or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect our operations, the cost thereof or applicable tax rates;
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•
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the effect of tangible and intangible asset impairment charges;
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•
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our exposure to uninsured claims in excess of historical levels;
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•
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fluctuations in interest rates and commodity prices;
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•
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our exposure to fluctuations in foreign exchange rates; and
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•
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other risks described from time to time in periodic and current reports that we file with the SEC.
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•
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U.S. Car Rental - Rental of cars, crossovers and light trucks, as well as ancillary products and services, in the U.S. We maintain a substantial network of company-operated car rental locations in the U.S., enabling us to provide consistent quality and service. We also have franchisees and associates that operate rental locations under our brands throughout the U.S.
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•
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International Car Rental - Rental and leasing of cars, crossovers and light trucks, as well as ancillary products and services, internationally. We maintain a substantial network of company-operated car rental locations internationally, a majority of which are in Europe. Our franchisees and associates also operate rental locations in approximately
150
countries and jurisdictions, including many of the countries in which we also have company-operated rental locations.
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•
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Worldwide Equipment Rental - Rental of industrial, construction, material handling and other equipment. We believe that HERC is one of the largest equipment rental companies in North America. HERC has a broad portfolio of equipment for rent, including aerial, earthmoving, material handling and specialty equipment such as air compressors, compaction equipment, construction-related trucks, electrical equipment, power generators, contractor tools, pumps, and lighting, studio and production equipment. HERC also derives revenues from the sale of new and used equipment and contractor supplies.
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•
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All Other Operations - Comprised of our Donlen business, which provides fleet leasing and fleet management services, and other business activities.
Donlen is a leading provider of fleet leasing and fleet management services for corporate fleets. Donlen's fleet management programs provide outsourcing solutions to reduce fleet operating costs and improve driver productivity. These programs include administration of preventive maintenance, advisory services, and fuel and accident management along with other complementary services. Additionally, Donlen provides a specialized consulting and technology expertise that allows us to model, measure and manage fleet performance more effectively and efficiently.
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•
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Provide customers a more convenient and geographically extensive network of rental locations, thereby creating revenue opportunities from replacement renters, non-airline travel renters and airline travelers with local rental needs;
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•
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Provide a more balanced revenue mix by reducing our reliance on air travel and therefore limiting our exposure to external events that may disrupt airline travel trends;
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•
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Contribute to higher fleet utilization as a result of the longer average rental periods associated with off airport business, compared to those of airport rentals;
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•
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Insurance replacement rental volume is less seasonal than that of other business and leisure rentals, which permits efficiencies in both fleet and labor planning; and
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•
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Cross-selling opportunities exist for us to promote off airport rentals among frequent airport Hertz Gold Plus Rewards program renters and, conversely, to promote airport rentals to off airport renters. In view of those benefits, we intend to seek profitable growth in the off airport rental market, both in the U.S. and internationally.
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Year Ended December 31, 2015
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||||||||||
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U.S.
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International
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||||||||
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Revenues
|
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Transactions
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Revenues
|
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Transactions
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||||
Type of Car Rentals
|
|
|
|
|
|
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By Customer:
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|
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|
|
|
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||||
Business
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34
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%
|
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38
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%
|
|
47
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%
|
|
48
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%
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Leisure
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66
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|
|
62
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|
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53
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|
|
52
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|
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100
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%
|
|
100
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%
|
|
100
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%
|
|
100
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%
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By Location:
|
|
|
|
|
|
|
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Airport
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74
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%
|
|
78
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%
|
|
53
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%
|
|
57
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%
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Off airport
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26
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|
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22
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|
|
47
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|
|
43
|
|
|
100
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%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
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As of December 31, 2015
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||||
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U.S.
|
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International
|
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Worldwide Total
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Nissan Motor Company
|
22%
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5%
|
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18%
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Toyota Motor Corporation
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17%
|
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11%
|
|
15%
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Fiat Chrysler Motor Company
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17%
|
|
4%
|
|
14%
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General Motors Company
|
13%
|
|
12%
|
|
13%
|
Ford Motor Company
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6%
|
|
18%
|
|
9%
|
|
Years Ended December 31,
|
||||||||
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2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
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U.S.
|
35%
|
|
49%
|
|
18%
|
|
19%
|
|
45%
|
International
|
59%
|
|
59%
|
|
57%
|
|
53%
|
|
55%
|
•
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Construction – Our construction rental operations serve large and small companies in the construction industry, and principally the non-residential construction industry. Non-residential construction consists primarily of private sector rentals relating to the construction, maintenance, and remodeling of commercial facilities. According to Dodge Data & Analytics, U.S. non-residential construction spending remained flat in
2015
and is estimated to grow at an annual rate of 9% in
2016
.
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•
|
Industrial – Our industrial rental operations serve renters across a broad range of industries, including large industrial plants, refineries and petrochemical operations, industrial manufacturing, power, pulp, paper and wood and other industrial verticals. According to Industrial Info Resources, spending in the U.S. industrial sector grew at an annual rate of approximately 7% in
2015
and is estimated to grow at an annual rate of 5% in
2016
.
|
•
|
Other Customers – In addition to the specific markets cited above, we service a variety of other customers across a diverse group of industries, including governmental entities and government contractors, disaster recovery and remediation firms, utility operators, infrastructure, railroad, individual homeowners, entertainment production companies, agricultural producers and special event management firms.
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Equipment Type
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% of Total Equipment Cost
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Aerial
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27%
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Earthmoving
|
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19%
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Material Handling
|
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17%
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Truck
|
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11%
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Electrical
|
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9%
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General Equipment
|
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7%
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Air Compressors
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4%
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Pump
|
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2%
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Other
|
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4%
|
•
|
Vehicle financing, acquisition and remarketing;
|
•
|
License, title and registration;
|
•
|
Maintenance consultation;
|
•
|
Fuel management;
|
•
|
Accident management;
|
•
|
Toll management;
|
•
|
Telematics-based location, driver performance and scorecard reporting; and
|
•
|
Lease financing.
|
•
|
legal liability arising from the operation of our cars and on-road equipment (vehicle liability);
|
•
|
legal liability to members of the public and employees from other causes (general liability/workers' compensation); and
|
•
|
risk of property damage and/or business interruption and/or increased cost of operating as a consequence of property damage.
|
•
|
the market price for similar new equipment;
|
•
|
wear and tear on the equipment relative to its age and the performance of preventive maintenance;
|
•
|
the time of year that it is sold;
|
•
|
the supply of used equipment relative to the demand for used equipment, including as a result of changes in economic conditions or conditions in the markets that we serve; and
|
•
|
the existence and capacities of different sales outlets and our ability to develop and maintain different types of sales outlets.
|
•
|
a decrease in expected levels of infrastructure spending;
|
•
|
a decrease in the expected levels of rental versus ownership of equipment;
|
•
|
a lack of availability of credit;
|
•
|
an increase in the cost of construction materials;
|
•
|
an increase in interest rates;
|
•
|
adverse weather conditions, which may temporarily affect a particular region; or
|
•
|
terrorism or hostilities involving the United States, Canada or international markets.
|
Name
|
|
Age
|
|
Number of Years Employed
|
|
Position
|
John P. Tague..........
|
|
53
|
|
1
|
|
President and Chief Executive Officer
|
Lawrence H. Silber..
|
|
59
|
|
—
|
|
Chief Executive Officer & President of Hertz Equipment Rental Corporation
|
Michel Taride...........
|
|
58
|
|
29
|
|
Group President, Rent A Car International
|
Jeffrey T. Foland......
|
|
45
|
|
1
|
|
Senior Executive Vice President and Chief Revenue Officer
|
Thomas Sabatino....
|
|
57
|
|
1
|
|
Senior Executive Vice President, Chief Administrative Officer and General Counsel
|
Thomas C. Kennedy..
|
|
50
|
|
2
|
|
Senior Executive Vice President and Chief Financial Officer
|
Tyler A. Best..............
|
|
48
|
|
1
|
|
Executive Vice President and Chief Information Officer
|
Robin C. Kramer.......
|
|
50
|
|
1
|
|
Senior Vice President, Chief Accounting Officer
|
2014
|
|
High
|
Low
|
||||
1
st
Quarter
|
$
|
29.81
|
|
$
|
24.82
|
|
|
2
nd
Quarter
|
30.52
|
|
25.32
|
|
|||
3
rd
Quarter
|
31.61
|
|
24.66
|
|
|||
4
th
Quarter
|
25.72
|
|
18.50
|
|
|||
2015
|
|
|
|
||||
1
st
Quarter
|
$
|
25.12
|
|
$
|
20.12
|
|
|
2
nd
Quarter
|
22.63
|
|
18.05
|
|
|||
3
rd
Quarter
|
20.50
|
|
14.85
|
|
|||
4
th
Quarter
|
20.05
|
|
13.63
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program*
|
||||||
October 1, 2015–October 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
738,419,003
|
|
November 1, 2015–November 30, 2015
|
|
10,684,005
|
|
|
16.38
|
|
|
10,684,005
|
|
|
563,372,099
|
|
||
December 1, 2015–December 31, 2015
|
|
11,539,199
|
|
|
14.52
|
|
|
11,539,199
|
|
|
395,852,132
|
|
||
Total
|
|
22,223,204
|
|
|
15.41
|
|
|
22,223,204
|
|
|
395,852,132
|
|
Equity compensation plans approved by security holders
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
|
Weighted average exercise price of outstanding options and RSU's / PSU's
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
|
||||
Stock Options
|
|
11,020,344
|
|
|
$
|
14.88
|
|
|
12,633,685
|
|
Performance Stock Units
|
|
1,631,303
|
|
|
N/A
|
|
|
—
|
|
|
Restricted Stock Units
|
|
975,806
|
|
|
N/A
|
|
|
—
|
|
|
Total
|
|
13,627,453
|
|
|
|
|
12,633,685
|
|
(In millions, except per share data)
|
Years Ended December 31,
|
|||||||||||||||||||
Statement of Operations Data
|
2015
|
|
2014
|
|
2013
(b)
|
|
2012
(c)
|
|
2011
(c)(d)
(Unaudited)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Worldwide car rental
(a)
|
$
|
8,434
|
|
|
$
|
8,907
|
|
|
$
|
8,709
|
|
|
$
|
7,153
|
|
|
$
|
6,938
|
|
|
Worldwide equipment rental
|
1,518
|
|
|
1,571
|
|
|
1,539
|
|
|
1,382
|
|
|
1,208
|
|
||||||
All other operations
|
583
|
|
|
568
|
|
|
527
|
|
|
478
|
|
|
149
|
|
||||||
Total revenues
|
10,535
|
|
|
11,046
|
|
|
10,775
|
|
|
9,013
|
|
|
8,295
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct operating
|
5,896
|
|
|
6,314
|
|
|
5,777
|
|
|
4,861
|
|
|
4,599
|
|
||||||
Depreciation of revenue earning equipment and lease charges, net
|
2,762
|
|
|
3,034
|
|
|
2,533
|
|
|
2,128
|
|
|
1,896
|
|
||||||
Selling, general and administrative
|
1,045
|
|
|
1,088
|
|
|
1,053
|
|
|
978
|
|
|
787
|
|
||||||
Interest expense, net
|
622
|
|
|
648
|
|
|
707
|
|
|
647
|
|
|
699
|
|
||||||
Other (income) expense, net
|
(131
|
)
|
|
(15
|
)
|
|
102
|
|
|
34
|
|
|
59
|
|
||||||
Total expenses
|
10,194
|
|
|
11,069
|
|
|
10,172
|
|
|
8,648
|
|
|
8,040
|
|
||||||
Income (loss) before income taxes
|
341
|
|
|
(23
|
)
|
|
603
|
|
|
365
|
|
|
255
|
|
||||||
(Provision) benefit for taxes on income (loss)
|
(68
|
)
|
|
(59
|
)
|
|
(301
|
)
|
|
(181
|
)
|
|
(88
|
)
|
||||||
Net income (loss)
|
273
|
|
|
(82
|
)
|
|
302
|
|
|
184
|
|
|
167
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||||
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
|
$
|
184
|
|
|
$
|
147
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
452
|
|
|
454
|
|
|
422
|
|
|
420
|
|
|
416
|
|
||||||
Diluted
|
456
|
|
|
454
|
|
|
464
|
|
|
448
|
|
|
445
|
|
||||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
$
|
0.60
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.72
|
|
|
$
|
0.44
|
|
|
$
|
0.35
|
|
|
Diluted
|
$
|
0.60
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.67
|
|
|
$
|
0.41
|
|
|
$
|
0.33
|
|
(In millions)
|
As of December 31,
|
||||||||||||||||||
Balance Sheet Data
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
(Unaudited)
|
||||||||||
Cash and cash equivalents
|
$
|
486
|
|
|
$
|
490
|
|
|
$
|
411
|
|
|
$
|
541
|
|
|
$
|
919
|
|
Total assets
|
23,358
|
|
|
23,985
|
|
|
24,423
|
|
|
23,128
|
|
|
17,562
|
|
|||||
Total debt
|
15,907
|
|
|
15,993
|
|
|
16,309
|
|
|
15,449
|
|
|
11,317
|
|
|||||
Total equity
|
2,019
|
|
|
2,464
|
|
|
2,567
|
|
|
2,331
|
|
|
2,118
|
|
(a)
|
Includes U.S. Car Rental and International Car Rental segments.
|
(c)
|
Our results for 2011 and the period from January 1, 2012 through November 18, 2012 exclude the results of Dollar Thrifty which we acquired in 2012.
|
(d)
|
Our results from January 1, 2011 through August 31, 2011 exclude the results of Donlen, our fleet leasing and fleet management services subsidiary which we acquired in 2011.
|
•
|
Adjusted Pre-Tax Income - important to management because it allows management to assess the operational performance of our business, exclusive of certain items and allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally.
|
•
|
Total Revenue Per Day ("Total RPD") - important to management and investors as it represents a measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control.
|
•
|
Revenue Per Available Car Day ("RACD") - important to management and investors as it represents a measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control and provides a measure of revenue production relative to overall capacity.
|
•
|
Transaction Days - important to management and investors as it represents the number of revenue generating days. It is used as a component to measure Total RPD and fleet efficiency. Transaction days represent the total number of 24-hour periods, with any partial period counted as one transaction day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one transaction day in a 24-hour period. Late in the third quarter of 2015 we fully integrated the Dollar Thrifty and Hertz counter systems and as a result aligned the transaction day calculation in the Hertz system. As a result of this alignment, we determined that there was an impact to the calculation. The impact on the third quarter 2015 was negligible. We estimate that transaction days for the US RAC segment will increase by approximately 1% prospectively relative to historical calculations. This will also prospectively impact key metrics calculations that utilize transaction days, although to a lesser extent.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
•
|
Fleet Efficiency - important to management and investors because it is the measurement of the proportion of our car rental fleet that is being used to generate revenues relative to the total amount of available fleet capacity. Higher fleet efficiency means more of the fleet is being utilized to generate revenue.
|
•
|
Net Depreciation Per Unit Per Month - important to management and investors as depreciation of revenue earning equipment and lease charges, is one of our largest expenses for the car rental business and is driven by the number of vehicles, expected residual values at the time of disposal and expected hold period of the vehicles. Net depreciation per unit per month is reflective of how we are managing the costs of our fleet and facilitates comparison with other participants in the car rental industry.
|
•
|
Dollar Utilization -
important to management and investors because
it is the measurement of the proportion of our equipment rental revenue earning equipment, including additional capitalized refurbishment costs (with the basis for refurbished assets reset at the refurbishment date), that is being used to generate revenues relative to the total amount of available equipment fleet capacity.
|
•
|
Time Utilization - important to management and investors as it measures the extent to which the equipment rental fleet is on rent compared to total operated fleet and is an efficiency measurement utilized by participants in the equipment rental industry.
|
•
|
Car rental revenues - revenues from all company-operated car rental operations, including charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling of vehicles and revenues associated with ancillary products associated with car rentals, including the sale of loss or collision damage waivers, liability insurance coverage, parking and other products and fees, ancillary products associated with the retail car sales channel and certain royalty fees from our franchisees;
|
•
|
Equipment rental revenues - revenues from all company-operated equipment rental operations, including amounts charged to customers for the fueling and delivery of equipment and sale of loss damage waivers, as well as revenues from the sale of new equipment, used revenue earning equipment, parts and supplies; and
|
•
|
All other operations revenues - revenues from fleet leasing and fleet management services and other business activities.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
•
|
Direct operating expenses (primarily wages and related benefits; commissions and concession fees paid to airport authorities, travel agents and others; facility, self-insurance and reservation costs; the cost of new equipment and consumables purchased for resale; and other costs relating to the operation and rental of revenue earning equipment, such as damage, maintenance and fuel costs);
|
•
|
Depreciation expense and lease charges, net relating to revenue earning equipment (including net gains or losses on the disposal of such equipment). Revenue earning equipment includes cars and rental equipment;
|
•
|
Selling, general and administrative expenses; and
|
•
|
Interest expense, net.
|
•
|
U.S. Car Rental - Rental of cars, crossovers and light trucks, as well as sales of ancillary products and services, in the U.S.;
|
•
|
International Car Rental - Rental and leasing of cars, crossovers and light trucks, as well as sales of ancillary products and services, internationally;
|
•
|
Worldwide Equipment Rental - Rental of industrial, construction, material handling and other equipment; and
|
•
|
All Other Operations - Comprised of our Donlen business, which provides fleet leasing and fleet management services, and other business activities
.
|
•
|
During 2015, we achieved annualized cost savings of approximately
$229 million
under our previously announced initiatives, in line with our targets;
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
•
|
Total revenue for the U.S. Car Rental segment for the year ended
December 31, 2015
decrease
d by
3%
. This decline was driven primarily by a
1%
reduction in transaction days and a
2%
reduction in Total RPD, predominantly driven by lower rental rates resulting from competitive pressure in the industry and lower fuel revenues;
|
•
|
Net depreciation per unit per month in the U.S. Car Rental segment was down
9%
to
$267
from
$294
for the year ended
December 31, 2015
compared to
2014
due to higher residual values on certain vehicles, the mix between program and non-program cars year over year, and due to the impact on the prior year amount resulting from our reduction in the planned hold period of vehicles as we implemented our new fleet strategy in the fourth quarter of 2014;
|
•
|
During
2015
, our U.S. Car Rental segment incurred approximately
$13 million
in pre-tax expenses that relate to prior years comprised of adjustments of
$4 million
related to the accounting for the post-acquisition sale of land that was revalued as part of the December 2005 acquisition of the Company,
$4 million
of additional accruals for the periods 2009 through 2014 resulting from concession audits at certain airport locations, a
$4 million
obligation to a jurisdiction for customer transaction fees and
$1 million
of additional write-offs of assets that were incorrectly capitalized;
|
•
|
Completed our previously announced fleet refresh. We sold 46% more non-program cars in our U.S. Car Rental segment for the year ended
December 31, 2015
compared to
2014
;
|
•
|
Completed the integration of Dollar Thrifty, incurring approximately
$5 million
in integration costs in 2015 as compared to $9 million in 2014;
|
•
|
Excluding the impact of foreign currency, results in the International Car Rental segment were strong for the year ended
December 31, 2015
, as compared to
2014
, with a
4%
increase in revenues, increases in transactions days and Total RPD and a decrease in direct operating expense of
2%
. Net depreciation per unit per month
decrease
d
7%
to
$211
from
$226
year over year, on a constant currency basis, due to improved fleet procurement and higher residual values on certain vehicles;
|
•
|
During
2015
, following an adverse decision against another industry participant in a similar action, we recorded charges with respect to a French road tax matter of approximately
$23 million
;
|
•
|
Excluding the impact of foreign currency, Worldwide Equipment Rental segment revenues decreased $6 million for the year ended
December 31, 2015
, as compared to
2014
. Revenue growth was negatively affected by continuing weakness in major upstream oil and gas markets but was favorably impacted by a 2% increase in worldwide equipment rental volumes. The increase in volume was driven by new account growth, which is predominantly derived from small local contractors and specialty segments as we diversify our business. As a result of this new account growth, rental and rental-related revenue in non-oil and gas markets increased approximately 10% in 2015;
|
•
|
Excluding the impact of foreign currency, direct operating expenses for our Worldwide Equipment Rental segment
increase
d
$17 million
, or
2%
, primarily due to increases in salary related expenses due to costs associated with a rise in the headcount for mechanics to reduce the fleet unavailable for rent, reinvestment in branch management to drive operational processes and an increase in bad debt expense;
|
•
|
On October 30, 2015, the Company sold its HERC France and Spain businesses comprised of
60
locations in France and
two
in Spain and realized a gain on the sale in the amount of
$51 million
;
|
•
|
During 2015, we incurred approximately
$35 million
in costs associated with the anticipated separation of the Worldwide Equipment Rental business, as compared to
$39 million
in
2014
;
|
•
|
We recorded
$70 million
in impairments and asset write-downs during the year ended
December 31, 2015
, the largest of which was
$40 million
related to the HERC trade name;
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
•
|
We recorded
$96 million
in restructuring and restructuring related expenses during the year ended
December 31, 2015
compared to
$159 million
in
2014
, including
$38 million
in consulting, audit and legal costs associated with the restatement, investigation and remediation activities in
2015
, as compared to
$30 million
in
2014
;
|
•
|
During
2015
, we monetized a portion of our investment in the common stock of CAR Inc., a publicly traded company on the Hong Kong Stock Exchange, by selling approximately
138 million
shares for net proceeds of
$236 million
which resulted in a pre-tax gain of
$133 million
. The sale of the shares reduced the Company's ownership interest to
10.2%
; and
|
•
|
During 2015, we repurchased
37 million
shares at an aggregate purchase price of approximately
$605 million
under our $1 billion share repurchase program compared to no repurchases in 2014.
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
||||||||||||||
($ In millions)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Total revenues
|
$
|
10,535
|
|
|
$
|
11,046
|
|
|
$
|
10,775
|
|
|
(5
|
)%
|
|
3
|
%
|
Direct operating expenses
|
5,896
|
|
|
6,314
|
|
|
5,777
|
|
|
(7
|
)
|
|
9
|
|
|||
Depreciation of revenue earning equipment and lease charges, net
|
2,762
|
|
|
3,034
|
|
|
2,533
|
|
|
(9
|
)
|
|
20
|
|
|||
Selling, general and administrative expenses
|
1,045
|
|
|
1,088
|
|
|
1,053
|
|
|
(4
|
)
|
|
3
|
|
|||
Interest expense, net
|
622
|
|
|
648
|
|
|
707
|
|
|
(4
|
)
|
|
(8
|
)
|
|||
Other (income) expense, net
|
(131
|
)
|
|
(15
|
)
|
|
102
|
|
|
773
|
|
|
NM
|
|
|||
Income (loss) before income taxes
|
341
|
|
|
(23
|
)
|
|
603
|
|
|
NM
|
|
|
NM
|
|
|||
(Provision) benefit for taxes on income (loss)
|
(68
|
)
|
|
(59
|
)
|
|
(301
|
)
|
|
15
|
|
|
(80
|
)
|
|||
Net income (loss)
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
|
NM
|
|
|
NM
|
|
Adjusted pre-tax income
(loss)
(a)
|
$
|
572
|
|
|
$
|
403
|
|
|
$
|
1,096
|
|
|
42
|
|
|
(63
|
)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
||||||||||||||
($ In millions, except as noted)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Total revenues
|
$
|
6,286
|
|
|
$
|
6,471
|
|
|
$
|
6,331
|
|
|
(3
|
)%
|
|
2
|
%
|
Direct operating expenses
|
$
|
3,759
|
|
|
$
|
3,921
|
|
|
$
|
3,531
|
|
|
(4
|
)
|
|
11
|
|
Depreciation of revenue earning equipment and lease charges, net
|
$
|
1,572
|
|
|
$
|
1,758
|
|
|
$
|
1,281
|
|
|
(11
|
)
|
|
37
|
|
Income (loss) before income taxes
|
$
|
413
|
|
|
$
|
258
|
|
|
$
|
872
|
|
|
60
|
|
|
(70
|
)
|
Adjusted pre-tax income (loss)
(a)
|
$
|
551
|
|
|
$
|
387
|
|
|
$
|
1,033
|
|
|
42
|
|
|
(63
|
)
|
Transaction days (in thousands)
(b)
|
138,590
|
|
|
139,752
|
|
|
133,181
|
|
|
(1
|
)
|
|
5
|
|
|||
Total RPD (in whole dollars)
(c)
|
$
|
44.95
|
|
|
$
|
46.07
|
|
|
$
|
46.94
|
|
|
(2
|
)
|
|
(2
|
)
|
Average fleet
(d)
|
489,800
|
|
|
499,100
|
|
|
490,000
|
|
|
(2
|
)
|
|
2
|
|
|||
Fleet efficiency
(d)
|
78
|
%
|
|
77
|
%
|
|
78
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Revenue per available car day (in whole dollars)
(e)
|
$
|
34.84
|
|
|
$
|
35.70
|
|
|
$
|
36.68
|
|
|
(2
|
)
|
|
(3
|
)
|
Net depreciation per unit per month (in whole dollars)
(f)
|
$
|
267
|
|
|
$
|
294
|
|
|
$
|
218
|
|
|
(9
|
)
|
|
35
|
|
Program cars as a percentage of average fleet at period end
|
17
|
%
|
|
21
|
%
|
|
9
|
%
|
|
N/A
|
|
|
N/A
|
|
•
|
Fleet related expenses decreased $84 million year over year primarily due to:
|
◦
|
Decreased fuel costs of $77 million due to lower fuel prices;
|
◦
|
Decreased insurance costs of $21 million due to improved loss experience;
|
◦
|
Decreased maintenance costs of $27 million due to our fleet refresh activities which have reduced the average age of the fleet, thus requiring less maintenance as compared to 2014;
|
◦
|
Increased collision and short term maintenance expense of $21 million due primarily to a larger number of program cars returned to the original equipment manufacturer in the current year; and
|
◦
|
Increased other vehicle operating costs of $25 million due primarily to higher amortization expense on vehicle tags and licenses.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
•
|
Personnel related expenses decreased $7 million from
2014
primarily due to the discontinuation of future benefit accruals and participation under certain of our pension plans as well as a reduction in other employee incentives period over period.
|
•
|
Other direct operating expenses decreased $71 million from 2014 primarily due to:
|
◦
|
Decreased restructuring and restructuring related costs of
$39 million
related to reduced expenses for business transformation and integration initiatives; and
|
◦
|
Decreased commissions expense of $10 million driven by lower revenue period over period, and field administration decreased year over year due to lower shared services costs and fewer charges related to headquarters relocation as compared to 2014.
|
•
|
Fleet related expenses
increase
d $
182 million
, or
25%
, from
2013
primarily comprised of:
|
◦
|
Increased vehicle maintenance expenses of $
73 million
which reflects an
89%
increase
in maintenance expense per vehicle due to the age and mileage of our fleet and the level of recall activity in the second, third and fourth quarters of 2014;
|
◦
|
Increased vehicle damage expenses of
$59 million
which reflects a
35%
increase in expense per transaction day due to age and mileage of the fleet, as well as growth in our off airport business;
|
◦
|
Increased damage related liability and third party property damage of
$35 million
resulting from the shift in transaction day mix to more off airport rentals and older fleet compared with the prior year; and
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
◦
|
Increased other vehicle operating costs of
$24 million
resulting from additional vehicle registration, taxes and stolen vehicles expenses due to our business mix.
|
•
|
Personnel related expenses
increase
d
$30 million
, or
3%
, from
2013
, primarily driven by increases in field payroll wages and benefits. The increases were driven by the off airport transaction growth in the insurance replacement business and the increased transportation of vehicles in an effort to maximize fleet sharing initiatives between our brands as well as maintenance on a higher mileage fleet and increased recalls.
|
•
|
Other direct operating expenses
increase
d
$177 million
, or
11%
, from
2013
primarily comprised of:
|
◦
|
Increased facilities expense of
$34 million
primarily resulting from additional depreciation expense when compared with the prior year due to an increase in the amount of capital expenditures on new and existing facilities;
|
◦
|
Increased restructuring costs of
$46 million
driven by our business transformation and integration initiatives;
|
◦
|
Increased field administration expenses of
$33 million
reflective of higher shared services operating expenses driven by our off airport market expansion and employee relocation expenses related to the new headquarters in Florida;
|
◦
|
Increased customer service expenses of $
29 million
which was attributable to a change in contract terms with a certain service provider during the year;
|
◦
|
Increased commissions of
$33 million
resulting from commission program rate changes and a shift of revenue mix to higher cost commission reservation sources; and
|
◦
|
Increased computers and field systems expenses of
$22 million
driven by growth in the number of off airport transactions and integration of our on airport field back-office and maintenance operations.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
||||||||||||||
($ In millions, except as noted)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Total revenues
|
$
|
2,148
|
|
|
$
|
2,436
|
|
|
$
|
2,378
|
|
|
(12
|
)%
|
|
2
|
%
|
Direct operating expenses
|
$
|
1,251
|
|
|
$
|
1,491
|
|
|
$
|
1,407
|
|
|
(16
|
)
|
|
6
|
|
Depreciation of revenue earning equipment and lease charges, net
|
$
|
398
|
|
|
$
|
492
|
|
|
$
|
528
|
|
|
(19
|
)
|
|
(7
|
)
|
Income (loss) before income taxes
|
$
|
171
|
|
|
$
|
95
|
|
|
$
|
34
|
|
|
80
|
|
|
179
|
|
Adjusted pre-tax income (loss)
(a)
|
$
|
215
|
|
|
$
|
144
|
|
|
$
|
134
|
|
|
49
|
|
|
7
|
|
Transaction days (in thousands)
(b)
|
47,860
|
|
|
46,917
|
|
|
45,019
|
|
|
2
|
|
|
4
|
|
|||
Total RPD (in whole dollars)
(c)
|
$
|
48.45
|
|
|
$
|
47.74
|
|
|
$
|
48.14
|
|
|
1
|
|
|
(1
|
)
|
Average fleet
(d)
|
168,700
|
|
|
166,900
|
|
|
161,300
|
|
|
1
|
|
|
3
|
|
|||
Fleet efficiency
(d)
|
78
|
%
|
|
77
|
%
|
|
76
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Revenue per available car day (in whole dollars)
(e)
|
$
|
37.66
|
|
|
$
|
36.77
|
|
|
$
|
36.81
|
|
|
2
|
|
|
—
|
|
Net depreciation per unit per month (in whole dollars)
(f)
|
$
|
211
|
|
|
$
|
226
|
|
|
$
|
248
|
|
|
(7
|
)
|
|
(9
|
)
|
Program cars as a percentage of average fleet at period end
|
33
|
%
|
|
30
|
%
|
|
24
|
%
|
|
N/A
|
|
|
N/A
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
•
|
Fleet related expenses increased
$50 million
, or
13%
, from
2013
primarily due to higher insurance and license fees of
$29 million
and higher vehicle damage costs of
$23 million
. Insurance costs were higher due to increases in large loss property damage claims and license fees increased due to a new toll product in Australia and increased conversion expenses from vehicle thefts in Italy. Damage costs increased due to higher vehicle reconditioning costs and lower damage recoveries; and
|
•
|
Other direct operating expenses increased
$27 million
during the period primarily due to higher commissions of
$14 million
driven by growth in our value brand segments and higher facilities costs and concession fees of
$13 million
.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
||||||||||||||
($ In millions)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Total revenues
|
$
|
1,518
|
|
|
$
|
1,571
|
|
|
$
|
1,539
|
|
|
(3
|
)%
|
|
2
|
%
|
Direct operating expenses
|
$
|
850
|
|
|
$
|
863
|
|
|
$
|
826
|
|
|
(2
|
)
|
|
4
|
|
Depreciation of revenue earning equipment and lease charges, net
|
$
|
329
|
|
|
$
|
329
|
|
|
$
|
299
|
|
|
—
|
|
|
10
|
|
Income (loss) before income taxes
|
$
|
120
|
|
|
$
|
170
|
|
|
$
|
241
|
|
|
(29
|
)
|
|
(29
|
)
|
Adjusted pre-tax income
(a)
|
$
|
189
|
|
|
$
|
258
|
|
|
$
|
301
|
|
|
(27
|
)
|
|
(14
|
)
|
Dollar utilization
(g)
|
35
|
%
|
|
36
|
%
|
|
37
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Time utilization
(h)
|
64
|
%
|
|
64
|
%
|
|
65
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Rental and rental related revenue
(i)
|
$
|
1,435
|
|
|
$
|
1,434
|
|
|
$
|
1,366
|
|
|
—
|
|
|
5
|
|
Same store revenue growth
(j)
|
(1
|
)%
|
|
5
|
%
|
|
10
|
%
|
|
N/A
|
|
|
N/A
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
||||||||||||||
($ In millions)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Total revenues
|
$
|
583
|
|
|
$
|
568
|
|
|
$
|
527
|
|
|
3
|
%
|
|
8
|
%
|
Direct operating expenses
|
$
|
24
|
|
|
$
|
24
|
|
|
$
|
24
|
|
|
—
|
|
|
—
|
|
Depreciation of revenue earning equipment and lease charges, net
|
$
|
463
|
|
|
$
|
455
|
|
|
$
|
425
|
|
|
2
|
|
|
7
|
|
Income (loss) before income taxes
|
$
|
55
|
|
|
$
|
46
|
|
|
$
|
36
|
|
|
20
|
|
|
28
|
|
Adjusted pre-tax income (loss)
(a)
|
$
|
68
|
|
|
$
|
62
|
|
|
$
|
58
|
|
|
10
|
|
|
7
|
|
Average Fleet - Donlen
|
164,100
|
|
|
172,800
|
|
|
169,600
|
|
|
(5
|
)
|
|
2
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
(a)
|
Adjusted pre-tax income (loss) is a Non-GAAP measure that is calculated as income (loss) before income taxes plus certain non-cash acquisition accounting charges, debt-related charges relating to the amortization and write-off of debt financing costs and debt discounts and certain one-time charges and nonoperational items. Adjusted pre-tax income (loss) is important to management because it allows management to assess operational performance of our business, exclusive of the items mentioned above. It also allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally. When evaluating our operating performance, investors should not consider adjusted pre-tax income (loss) in isolation of, or as a substitute for, measures of our financial performance, such as net income (loss) or income (loss) before income taxes. The contribution of our reportable segments to adjusted pre-tax income (loss) and reconciliation to the most comparable consolidated GAAP measure are presented below:
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Adjusted pre-tax income (loss):
|
|
|
|
|
|
||||||
U.S. car rental
|
$
|
551
|
|
|
$
|
387
|
|
|
$
|
1,033
|
|
International car rental
|
215
|
|
|
144
|
|
|
134
|
|
|||
Worldwide equipment rental
|
189
|
|
|
258
|
|
|
301
|
|
|||
All other operations
|
68
|
|
|
62
|
|
|
58
|
|
|||
Total reportable segments
|
1,023
|
|
|
851
|
|
|
1,526
|
|
|||
Corporate
(1)
|
(451
|
)
|
|
(448
|
)
|
|
(430
|
)
|
|||
Consolidated adjusted pre-tax income (loss)
|
572
|
|
|
403
|
|
|
1,096
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Acquisition accounting
(2)
|
(124
|
)
|
|
(132
|
)
|
|
(132
|
)
|
|||
Debt-related charges
(3)
|
(63
|
)
|
|
(53
|
)
|
|
(68
|
)
|
|||
Restructuring and restructuring related charges
(4)
|
(96
|
)
|
|
(159
|
)
|
|
(99
|
)
|
|||
Acquisition related costs and charges
(5)
|
(3
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|||
Integration expenses
(6)
|
(5
|
)
|
|
(9
|
)
|
|
(43
|
)
|
|||
Equipment rental spin-off costs
(7)
|
(35
|
)
|
|
(39
|
)
|
|
—
|
|
|||
Relocation costs
(8)
|
(5
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|||
Premiums paid on debt
(9)
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||
Loss on extinguishment of debt
(10)
|
—
|
|
|
(1
|
)
|
|
(35
|
)
|
|||
Sale of CAR Inc. common stock
(11)
|
133
|
|
|
—
|
|
|
—
|
|
|||
Gain on divestitures
(12)
|
51
|
|
|
—
|
|
|
—
|
|
|||
Impairment charges and asset write-downs
(13)
|
(57
|
)
|
|
(34
|
)
|
|
(40
|
)
|
|||
Other
(14)
|
(27
|
)
|
|
20
|
|
|
(21
|
)
|
|||
Income (loss) before income taxes
|
$
|
341
|
|
|
$
|
(23
|
)
|
|
$
|
603
|
|
(1)
|
Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities.
|
(2)
|
Represents the increase in amortization of other intangible assets, depreciation of property and other equipment and accretion of revalued liabilities relating to acquisition accounting.
|
(3)
|
Represents debt-related charges relating to the amortization of deferred debt financing costs and debt discounts and premiums.
|
(4)
|
Represents expenses incurred under restructuring actions as defined in U.S. GAAP. For further information on restructuring costs, see
Note 11
, "
Restructuring
," to the Notes to our consolidated financial statements included in this Annual Report under the caption Item 8, "Financial Statements and Supplementary Data." Also represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes. Amounts in 2015 and 2014 also includes consulting costs and legal fees related to the accounting review and investigation, one-time costs to terminate certain marketing and co-branding agreements, and costs associated with the separation of certain executives during the year.
|
(5)
|
Acquisition related costs and charges during the period.
|
(6)
|
Primarily represents Dollar Thrifty integration related expenses.
|
(7)
|
Represents expenses associated with the anticipated HERC spin-off transaction announced in March 2014. In 2015,
$26 million
were incurred by HERC and
$9 million
by Corporate. In 2014,
$28 million
were incurred by HERC and
$11 million
by Corporate.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
(8)
|
Represents non-recurring costs incurred in connection with the relocation of the Company's corporate headquarters to Estero, Florida that were not included in restructuring expenses. Such expenses primarily include duplicate facility rent, certain moving expenses, and other costs that are direct and incremental due to the relocation.
|
(9)
|
In 2013, represents premiums paid to redeem our 8.50% Former European Fleet Notes.
|
(10)
|
In 2013, represents extinguishment of debt for Senior Convertible Notes.
|
(11)
|
In 2015, represents the pre-tax gain on the sale of approximately
138 million
shares of CAR Inc. common stock.
|
(12)
|
In 2015, represents the pre-tax gain on the sale of our HERC France and Spain businesses.
|
(13)
|
In 2015, primarily comprised of a
$40 million
write down of the HERC trade name. Also includes a
$6 million
impairment on the former Dollar Thrifty headquarters in Tulsa, Oklahoma, a
$5 million
impairment on a building in the U.S. Car Rental segment,
$3 million
impairment on a held for sale corporate asset, and write downs of
$3 million
associated with U.S. Car Rental service equipment and assets. In 2014, primarily comprised of a
$13 million
impairment related to our former corporate headquarters building in New Jersey, a
$10 million
impairment of HERC revenue earning equipment held for sale and a
$10 million
impairment of assets related to a contract termination. In 2013, primarily related to a $40 million impairment in the carrying value of the vehicles subleased to FSNA and its subsidiary, Simply Wheelz.
|
(14)
|
Includes miscellaneous, non-recurring or non-cash items. For 2015, primarily represents a charge of
$23 million
recorded in relation to a French road tax matter. In 2014, primarily comprised of a $19 million litigation settlement received in relation to a class action lawsuit filed against an original equipment manufacturer. In 2013, primarily represents cash premiums of $12 million associated with the conversion of the Senior Convertible Notes and $5 million of depreciation expense related to HERC.
|
(b)
|
Transaction days represent the total number of 24-hour periods, with any partial period counted as one transaction day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one transaction day in a 24-hour period. Late in the third quarter of 2015 the Company fully integrated the Dollar Thrifty and Hertz counter systems and as a result aligned the transaction day calculation in the Hertz system. As a result of this alignment, Hertz determined that there was an impact to the calculation. The impact to the third quarter of 2015 was negligible, however we estimate that transaction days for the U.S. Car Rental segment will increase by approximately 1% prospectively relative to the historic calculation.
|
(c)
|
Total RPD is a Non-GAAP measure that is calculated as total revenue less revenue from subleases and ancillary retail car sales revenue associated with retail car sales, divided by the total number of transaction days, with all periods adjusted to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is useful in analyzing underlying trends. This statistic is important to our management and investors as it represents a measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control.
|
|
U.S. car rental segment
|
|
International car rental segment
|
||||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Revenues
|
$
|
6,286
|
|
|
$
|
6,471
|
|
|
$
|
6,331
|
|
|
$
|
2,148
|
|
|
$
|
2,436
|
|
|
$
|
2,378
|
|
Advantage sublease revenue
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Ancillary retail car sales revenue
|
(57
|
)
|
|
(32
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
(196
|
)
|
|
(211
|
)
|
||||||
Total rental revenue
|
$
|
6,229
|
|
|
$
|
6,439
|
|
|
$
|
6,252
|
|
|
$
|
2,319
|
|
|
$
|
2,240
|
|
|
$
|
2,167
|
|
Transaction days (in thousands)
|
138,590
|
|
|
139,752
|
|
|
133,181
|
|
|
47,860
|
|
|
46,917
|
|
|
45,019
|
|
||||||
Total RPD (in whole dollars)
|
$
|
44.95
|
|
|
$
|
46.07
|
|
|
$
|
46.94
|
|
|
$
|
48.45
|
|
|
$
|
47.74
|
|
|
$
|
48.14
|
|
(d)
|
Average fleet is determined using a simple average of the number of vehicles at the beginning and end of a given period. Among other things, average fleet is used to calculate our fleet efficiency which represents the portion of the Company's fleet that is being utilized to generate revenue. Fleet efficiency is calculated by dividing total transaction days by available car days. In 2014 and 2013, average fleet used to calculate fleet efficiency in our U.S. Car Rental segment excludes Advantage sublease and Hertz 24/7 vehicles as these vehicles do not have associated transaction days. In 2015, the quantity of Advantage sublease and Hertz 24/7 vehicles rounds to zero. The calculation of fleet efficiency is shown in the table below.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
U.S. car rental segment
|
|
International car rental segment
|
||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Transaction days (in thousands)
|
138,590
|
|
|
139,752
|
|
|
133,181
|
|
|
47,860
|
|
|
46,917
|
|
|
45,019
|
|
Average fleet
|
489,800
|
|
|
499,100
|
|
|
490,000
|
|
|
168,700
|
|
|
166,900
|
|
|
161,300
|
|
Advantage Sublease vehicles
|
—
|
|
|
(4,000
|
)
|
|
(21,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Hertz 24/7 vehicles
|
—
|
|
|
(1,000
|
)
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Average fleet used to calculate fleet efficiency
|
489,800
|
|
|
494,100
|
|
|
467,000
|
|
|
168,700
|
|
|
166,900
|
|
|
161,300
|
|
Number of days in period
|
365
|
|
|
365
|
|
|
365
|
|
|
365
|
|
|
365
|
|
|
365
|
|
Available car days (in thousands)
|
178,777
|
|
|
180,347
|
|
|
170,455
|
|
|
61,576
|
|
|
60,919
|
|
|
58,875
|
|
Fleet efficiency
|
78
|
%
|
|
77
|
%
|
|
78
|
%
|
|
78
|
%
|
|
77
|
%
|
|
76
|
%
|
(e)
|
Revenue per available car day is calculated as total revenues less revenue from fleet subleases and ancillary retail car sales revenue associated with retail car sales divided by available car days, with all periods adjusted to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This metric is important to our management and investors as it represents a measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control and provides a measure of revenue production relative to overall capacity.
|
|
U.S. car rental segment
|
|
International car rental segment
|
||||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||||||
($ In millions, except as noted)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Total rental revenue
|
$
|
6,229
|
|
|
$
|
6,439
|
|
|
$
|
6,252
|
|
|
$
|
2,319
|
|
|
$
|
2,240
|
|
|
$
|
2,167
|
|
Available car days (in thousands)
|
178,777
|
|
|
180,347
|
|
|
170,455
|
|
|
61,576
|
|
|
60,919
|
|
|
58,875
|
|
||||||
Revenue per available car day (in whole dollars)
|
$
|
34.84
|
|
|
$
|
35.70
|
|
|
$
|
36.68
|
|
|
$
|
37.66
|
|
|
$
|
36.77
|
|
|
$
|
36.81
|
|
(f)
|
Net depreciation per unit per month is a non-GAAP measure that is calculated by dividing depreciation of revenue earning equipment and lease charges, net by the average fleet in each period and then dividing by the number of months in the period reported, with all periods adjusted to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is useful in analyzing underlying trends. Average fleet used to calculate net depreciation per unit per month in our U.S. Car Rental segment includes Advantage sublease and Hertz 24/7 vehicles as these vehicles have associated lease charges. Net depreciation per unit per month represents the amount of average depreciation expense and lease charges, net per vehicle per month. The tables below reconcile this non-GAAP measure to its most comparable GAAP measure, which is depreciation of revenue earning equipment and lease charges, net, (based on December 31, 2014 foreign exchange rates) for the periods shown:
|
|
U.S. car rental segment
|
|
International car rental segment
|
||||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||||||
($ In millions, except as noted)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Depreciation of revenue earning equipment and lease charges, net
|
$
|
1,572
|
|
|
$
|
1,758
|
|
|
$
|
1,281
|
|
|
$
|
398
|
|
|
$
|
492
|
|
|
$
|
528
|
|
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
(40
|
)
|
|
(48
|
)
|
||||||
Adjusted depreciation of revenue earning equipment and lease charges, net
|
$
|
1,572
|
|
|
$
|
1,758
|
|
|
$
|
1,281
|
|
|
$
|
428
|
|
|
$
|
452
|
|
|
$
|
480
|
|
Average fleet
|
489,800
|
|
|
499,100
|
|
|
490,000
|
|
|
168,700
|
|
|
166,900
|
|
|
161,300
|
|
||||||
Adjusted depreciation of revenue earning equipment and lease charges, net divided by average fleet (in whole dollars)
|
$
|
3,209
|
|
|
$
|
3,522
|
|
|
$
|
2,614
|
|
|
$
|
2,537
|
|
|
$
|
2,708
|
|
|
$
|
2,976
|
|
Number of months in period
|
12
|
|
12
|
|
12
|
|
12
|
|
12
|
|
12
|
||||||||||||
Net depreciation per unit per month (in whole dollars)
|
$
|
267
|
|
|
$
|
294
|
|
|
$
|
218
|
|
|
$
|
211
|
|
|
$
|
226
|
|
|
$
|
248
|
|
(g)
|
Dollar utilization means revenue derived from the rental of equipment divided by the original cost of the equipment including additional capitalized refurbishment costs (with the basis of refurbished assets reset at the refurbishment date).
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
(h)
|
Time Utilization means the percentage of time an equipment unit is on-rent during a given period.
|
(i)
|
Worldwide equipment rental and rental related revenue is a Non-GAAP measure that consists of all revenue, net of discounts, associated with the rental of equipment including charges for delivery, loss damage waivers and fueling, but excluding revenue arising from the sale of equipment, parts and supplies and certain other ancillary revenue. Rental and rental related revenue is adjusted in all periods to eliminate the effect of fluctuations in foreign currency (based on December 31, 2014 foreign exchange rates). Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management and investors as it reflects time and mileage and ancillary charges for equipment on rent and is comparable with the reporting of other industry participants. The following table reconciles our worldwide equipment rental segment revenues, the most comparable GAAP measure, to our worldwide equipment rental and rental related revenue (based on the elements in car rental pricing that management has the ability to control).
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Worldwide equipment rental segment revenues
|
$
|
1,518
|
|
|
$
|
1,571
|
|
|
$
|
1,539
|
|
Worldwide equipment sales and other revenue
|
(106
|
)
|
|
(115
|
)
|
|
(132
|
)
|
|||
Rental and rental related revenue at actual rates
|
1,412
|
|
|
1,456
|
|
|
1,407
|
|
|||
Foreign currency adjustment
|
23
|
|
|
(22
|
)
|
|
(41
|
)
|
|||
Rental and rental related revenue
|
$
|
1,435
|
|
|
$
|
1,434
|
|
|
$
|
1,366
|
|
(j)
|
Same-store revenue growth is calculated as the year over year change in revenue for locations that are open at the end of the period reported and have been operating under our direction for more than twelve months. The same-store revenue amounts are adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends.
|
|
Years Ended December 31,
|
|
|
|
|
||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014 $ Change
|
|
2014 vs. 2013 $ Change
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
3,332
|
|
|
$
|
3,452
|
|
|
$
|
3,593
|
|
|
$
|
(120
|
)
|
|
$
|
(141
|
)
|
Investing activities
|
(2,765
|
)
|
|
(3,183
|
)
|
|
(3,850
|
)
|
|
418
|
|
|
667
|
|
|||||
Financing activities
|
(540
|
)
|
|
(159
|
)
|
|
127
|
|
|
(381
|
)
|
|
(286
|
)
|
|||||
Effect of exchange rate changes
|
(31
|
)
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Net change in cash and cash equivalents
|
$
|
(4
|
)
|
|
$
|
79
|
|
|
$
|
(130
|
)
|
|
$
|
(83
|
)
|
|
$
|
209
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
(In millions)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
After 2020
|
||||||||||||
Corporate Debt
|
|
$
|
33
|
|
|
$
|
34
|
|
|
$
|
2,981
|
|
|
$
|
1,257
|
|
|
$
|
703
|
|
|
$
|
1,047
|
|
Fleet Debt
|
|
3,101
|
|
|
3,699
|
|
|
1,356
|
|
|
571
|
|
|
1,130
|
|
|
—
|
|
||||||
Total
|
|
$
|
3,134
|
|
|
$
|
3,733
|
|
|
$
|
4,337
|
|
|
$
|
1,828
|
|
|
$
|
1,833
|
|
|
$
|
1,047
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
(In millions)
|
Remaining
Capacity
|
|
Availability Under
Borrowing Base
Limitation
|
||||
Corporate Debt
|
|
|
|
||||
Senior ABL Facility
|
$
|
1,797
|
|
|
$
|
1,668
|
|
Total Corporate Debt
|
1,797
|
|
|
1,668
|
|
||
Fleet Debt
|
|
|
|
||||
HVF II U.S. Fleet Variable Funding Notes
|
2,550
|
|
|
—
|
|
||
HFLF Variable Funding Notes
|
130
|
|
|
—
|
|
||
European Revolving Credit Facility
|
—
|
|
|
—
|
|
||
European Securitization
|
170
|
|
|
—
|
|
||
Canadian Securitization
|
105
|
|
|
—
|
|
||
Australian Securitization
|
84
|
|
|
—
|
|
||
Capitalized Leases
|
58
|
|
|
2
|
|
||
Total Fleet Debt
|
3,097
|
|
|
2
|
|
||
Total
|
$
|
4,894
|
|
|
$
|
1,670
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
Cash inflow (cash outflow)
|
Revenue Earning Equipment
|
|
Capital Assets, Non-Fleet
|
||||||||||||||||||||
(In millions)
|
Capital
Expenditures |
|
Disposal
Proceeds |
|
Net Capital
Expenditures |
|
Capital
Expenditures |
|
Disposal
Proceeds |
|
Net Capital
Expenditures |
||||||||||||
2015
|
$
|
(12,658
|
)
|
|
$
|
9,623
|
|
|
$
|
(3,035
|
)
|
|
$
|
(327
|
)
|
|
$
|
115
|
|
|
$
|
(212
|
)
|
2014
|
(11,289
|
)
|
|
8,209
|
|
|
(3,080
|
)
|
|
(374
|
)
|
|
93
|
|
|
(281
|
)
|
||||||
2013
|
(10,289
|
)
|
|
7,256
|
|
|
(3,033
|
)
|
|
(327
|
)
|
|
81
|
|
|
(246
|
)
|
Cash inflow (cash outflow)
|
Years Ended December 31,
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
U.S. car rental
|
$
|
(1,593
|
)
|
|
$
|
(1,458
|
)
|
|
$
|
(1,695
|
)
|
|
$
|
(135
|
)
|
|
9
|
%
|
|
$
|
237
|
|
|
(14
|
)%
|
International car rental
|
(443
|
)
|
|
(593
|
)
|
|
(351
|
)
|
|
150
|
|
|
(25
|
)
|
|
(242
|
)
|
|
69
|
|
|||||
Worldwide equipment rental
|
(445
|
)
|
|
(433
|
)
|
|
(534
|
)
|
|
(12
|
)
|
|
3
|
|
|
101
|
|
|
(19
|
)
|
|||||
All other operations segment
|
(554
|
)
|
|
(596
|
)
|
|
(453
|
)
|
|
42
|
|
|
(7
|
)
|
|
(143
|
)
|
|
32
|
|
|||||
Total
|
$
|
(3,035
|
)
|
|
$
|
(3,080
|
)
|
|
$
|
(3,033
|
)
|
|
$
|
45
|
|
|
(1
|
)
|
|
$
|
(47
|
)
|
|
2
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
Cash inflow (cash outflow)
|
Years Ended December 31,
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
U.S. car rental
|
$
|
(57
|
)
|
|
$
|
(187
|
)
|
|
$
|
(162
|
)
|
|
$
|
130
|
|
|
(70
|
)%
|
|
$
|
(25
|
)
|
|
15
|
%
|
International car rental
|
(32
|
)
|
|
(41
|
)
|
|
(38
|
)
|
|
9
|
|
|
(22
|
)
|
|
(3
|
)
|
|
8
|
|
|||||
Worldwide equipment rental
|
(69
|
)
|
|
(28
|
)
|
|
(19
|
)
|
|
(41
|
)
|
|
146
|
|
|
(9
|
)
|
|
47
|
|
|||||
All other operations
|
(2
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
3
|
|
|
(60
|
)
|
|
(2
|
)
|
|
67
|
|
|||||
Corporate
|
(52
|
)
|
|
(20
|
)
|
|
(24
|
)
|
|
(32
|
)
|
|
160
|
|
|
4
|
|
|
(17
|
)
|
|||||
Total
|
$
|
(212
|
)
|
|
$
|
(281
|
)
|
|
$
|
(246
|
)
|
|
$
|
69
|
|
|
(25
|
)
|
|
$
|
(35
|
)
|
|
14
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(in millions)
|
Total
|
|
2016
|
|
2017 to 2018
|
|
2019 to 2020
|
|
After 2020
|
||||||||||
Corporate Debt
(a)
|
$
|
6,055
|
|
|
$
|
33
|
|
|
$
|
3,015
|
|
|
$
|
1,960
|
|
|
$
|
1,047
|
|
Fleet Debt
(a)
|
9,857
|
|
|
3,101
|
|
|
5,055
|
|
|
1,701
|
|
|
—
|
|
|||||
Interest on debt
(b)
|
1,707
|
|
|
537
|
|
|
802
|
|
|
296
|
|
|
72
|
|
|||||
Operating leases and concession agreements
(c)
|
2,502
|
|
|
524
|
|
|
799
|
|
|
436
|
|
|
743
|
|
|||||
Commitments to purchase vehicles
(d)
|
6,469
|
|
|
6,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations and other
(e)
|
353
|
|
|
188
|
|
|
95
|
|
|
39
|
|
|
31
|
|
|||||
Total
|
$
|
26,943
|
|
|
$
|
10,852
|
|
|
$
|
9,766
|
|
|
$
|
4,432
|
|
|
$
|
1,893
|
|
(a)
|
Amounts represent nominal value of debt obligations. See
Note 6
, "
Debt
," to the Notes to our consolidated financial statements included in this Annual Report under the caption Item 8, "Financial Statements and Supplementary Data.”
|
(b)
|
Amounts represent the estimated commitment fees and interest payments based on the principal amounts, minimum non-cancelable maturity dates and applicable interest rates on the debt at
December 31, 2015
.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
(c)
|
Includes obligations under various concession agreements, which provide for payment of rents and a percentage of revenue with a guaranteed minimum, and lease agreements for real estate, revenue earning equipment and office and computer equipment. Such obligations are reflected to the extent of their minimum non-cancelable terms. See
Note 10
, "
Lease and Concession Agreements
,"
to the Notes to our consolidated financial statements included in this Annual Report under the caption Item 8, "Financial Statements and Supplementary Data.”
|
(d)
|
As of
December 31, 2015
, this represents fleet purchases where contracts have been signed or are pending with committed orders under the terms of such arrangements.
|
(e)
|
Purchase obligations and other represent agreements to purchase goods or services that are legally binding on us and that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the transaction, as well as liabilities for uncertain tax positions and other liabilities, and excludes any obligations to employees. Only the minimum non-cancelable portion of purchase agreements and related cancellation penalties are included as obligations. In the case of contracts that state minimum quantities of goods or services, amounts reflect only the stipulated minimums; all other contracts reflect estimated amounts. Of the total purchase obligations
$22 million
and
$6 million
, respectively, represent our tax liability for uncertain tax positions and related net accrued interest and penalties.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
486
|
|
|
$
|
490
|
|
Restricted cash and cash equivalents
|
349
|
|
|
571
|
|
||
Receivables, net of allowance of $60 and $67, respectively
|
2,074
|
|
|
1,597
|
|
||
Inventories, net
|
51
|
|
|
67
|
|
||
Prepaid expenses and other assets
|
846
|
|
|
917
|
|
||
Revenue earning equipment:
|
|
|
|
||||
Vehicles
|
13,441
|
|
|
14,622
|
|
||
Less accumulated depreciation - vehicles
|
(2,695
|
)
|
|
(3,411
|
)
|
||
Equipment
|
3,526
|
|
|
3,613
|
|
||
Less accumulated depreciation - equipment
|
(1,144
|
)
|
|
(1,171
|
)
|
||
Revenue earning equipment, net
|
13,128
|
|
|
13,653
|
|
||
Property and other equipment:
|
|
|
|
||||
Land, buildings and leasehold improvements
|
1,347
|
|
|
1,268
|
|
||
Service equipment and other
|
1,075
|
|
|
1,148
|
|
||
Less accumulated depreciation
|
(1,174
|
)
|
|
(1,094
|
)
|
||
Property and other equipment, net
|
1,248
|
|
|
1,322
|
|
||
Other intangible assets, net
|
3,822
|
|
|
4,009
|
|
||
Goodwill
|
1,354
|
|
|
1,359
|
|
||
Total assets
|
$
|
23,358
|
|
|
$
|
23,985
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
875
|
|
|
$
|
1,008
|
|
Accrued liabilities
|
1,106
|
|
|
1,148
|
|
||
Accrued taxes, net
|
172
|
|
|
134
|
|
||
Debt
|
15,907
|
|
|
15,993
|
|
||
Public liability and property damage
|
402
|
|
|
385
|
|
||
Deferred taxes on income, net
|
2,877
|
|
|
2,853
|
|
||
Total liabilities
|
21,339
|
|
|
21,521
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred Stock, $0.01 par value, 200 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value, 2,000 shares authorized, 464 and 463 shares issued and 423 and 459 shares outstanding
|
4
|
|
|
5
|
|
||
Additional paid-in capital
|
3,343
|
|
|
3,325
|
|
||
Accumulated deficit
|
(391
|
)
|
|
(664
|
)
|
||
Accumulated other comprehensive income (loss)
|
(245
|
)
|
|
(115
|
)
|
||
|
2,711
|
|
|
2,551
|
|
||
Treasury Stock, at cost, 41 shares and 4 shares
|
(692
|
)
|
|
(87
|
)
|
||
Total equity
|
2,019
|
|
|
2,464
|
|
||
Total liabilities and equity
|
$
|
23,358
|
|
|
$
|
23,985
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Worldwide car rental
|
$
|
8,434
|
|
|
$
|
8,907
|
|
|
$
|
8,709
|
|
Worldwide equipment rental
|
1,518
|
|
|
1,571
|
|
|
1,539
|
|
|||
All other operations
|
583
|
|
|
568
|
|
|
527
|
|
|||
Total revenues
|
10,535
|
|
|
11,046
|
|
|
10,775
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Direct operating
|
5,896
|
|
|
6,314
|
|
|
5,777
|
|
|||
Depreciation of revenue earning equipment and lease charges, net
|
2,762
|
|
|
3,034
|
|
|
2,533
|
|
|||
Selling, general and administrative
|
1,045
|
|
|
1,088
|
|
|
1,053
|
|
|||
Interest expense, net
|
622
|
|
|
648
|
|
|
707
|
|
|||
Other (income) expense, net
|
(131
|
)
|
|
(15
|
)
|
|
102
|
|
|||
Total expenses
|
10,194
|
|
|
11,069
|
|
|
10,172
|
|
|||
Income (loss) before income taxes
|
341
|
|
|
(23
|
)
|
|
603
|
|
|||
(Provision) benefit for taxes on income (loss)
|
(68
|
)
|
|
(59
|
)
|
|
(301
|
)
|
|||
Net income (loss)
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
452
|
|
|
454
|
|
|
422
|
|
|||
Diluted
|
456
|
|
|
454
|
|
|
464
|
|
|||
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.60
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.72
|
|
Diluted
|
$
|
0.60
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.67
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(87
|
)
|
|
(57
|
)
|
|
(45
|
)
|
|||
Reclassification of foreign currency items to other (income) expense, net
|
(42
|
)
|
|
—
|
|
|
1
|
|
|||
Unrealized holding gains (losses) on securities
|
—
|
|
|
(14
|
)
|
|
21
|
|
|||
Reclassification of net unrealized gains on securities to prepaid expense and other assets
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||
Net gain (loss) on defined benefit pension plans
|
(23
|
)
|
|
(41
|
)
|
|
85
|
|
|||
Reclassification from other comprehensive income (loss) to selling, general and administrative expense for amortization of actuarial (gains) losses on defined benefit pension plans
|
9
|
|
|
(11
|
)
|
|
2
|
|
|||
Total other comprehensive income (loss), before income taxes
|
(143
|
)
|
|
(130
|
)
|
|
64
|
|
|||
Income tax (provision) benefit related to net gains and losses on defined benefit pension plans
|
15
|
|
|
7
|
|
|
(33
|
)
|
|||
Income tax (provision) benefit related to reclassified amounts of net periodic costs on defined benefit pension plans
|
(2
|
)
|
|
2
|
|
|
(2
|
)
|
|||
Total other comprehensive income (loss)
|
(130
|
)
|
|
(121
|
)
|
|
29
|
|
|||
Total comprehensive income (loss)
|
$
|
143
|
|
|
$
|
(203
|
)
|
|
$
|
331
|
|
|
Preferred Stock
|
|
Common Stock Shares
|
|
Common Stock Amount
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury Stock Shares
|
|
Treasury Stock Amount
|
|
Total
Equity |
||||||||||||||||
Balance at:
|
|
|
|
|
|||||||||||||||||||||||||||||
December 31, 2012
|
$
|
—
|
|
|
422
|
|
|
$
|
4
|
|
|
$
|
3,234
|
|
|
$
|
(884
|
)
|
|
$
|
(23
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,331
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||||
Proceeds from employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Net settlement on vesting of restricted stock
|
—
|
|
|
1
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Stock-based employee compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||||
Exercise of stock options
|
—
|
|
|
3
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||
Common shares issued to Directors
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Conversion of Convertible Senior Notes, net of tax of $3
|
—
|
|
|
24
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
403
|
|
|||||||
Share Repurchase
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(555
|
)
|
|
(555
|
)
|
|||||||
December 31, 2013
|
—
|
|
|
446
|
|
|
4
|
|
|
3,226
|
|
|
(582
|
)
|
|
6
|
|
|
4
|
|
|
(87
|
)
|
|
2,567
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|||||||
Proceeds from employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Net settlement on vesting of restricted stock
|
—
|
|
|
1
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||||
Conversion of Convertible Senior Notes
|
—
|
|
|
10
|
|
|
1
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|||||||
Stock-based employee compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
Exercise of stock options
|
—
|
|
|
2
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||||
Common shares issued to Directors
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
December 31, 2014
|
—
|
|
|
459
|
|
|
5
|
|
|
3,325
|
|
|
(664
|
)
|
|
(115
|
)
|
|
4
|
|
|
(87
|
)
|
|
2,464
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|||||||
Net settlement on vesting of restricted stock
|
—
|
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Stock-based employee compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Share Repurchase
|
—
|
|
|
(37
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
(605
|
)
|
|
(606
|
)
|
|||||||
December 31, 2015
|
$
|
—
|
|
|
423
|
|
|
$
|
4
|
|
|
$
|
3,343
|
|
|
$
|
(391
|
)
|
|
$
|
(245
|
)
|
|
41
|
|
|
$
|
(692
|
)
|
|
$
|
2,019
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation of revenue earning equipment, net
|
2,690
|
|
|
2,954
|
|
|
2,452
|
|
|||
Depreciation and amortization, non-fleet
|
352
|
|
|
366
|
|
|
339
|
|
|||
Amortization and write-off of deferred financing costs
|
61
|
|
|
57
|
|
|
56
|
|
|||
Amortization and write-off of debt discount (premium)
|
(1
|
)
|
|
(11
|
)
|
|
12
|
|
|||
Stock-based compensation charges
|
17
|
|
|
11
|
|
|
35
|
|
|||
(Gain) loss on disposal of business
|
(51
|
)
|
|
—
|
|
|
4
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
1
|
|
|
35
|
|
|||
Provision for receivables allowance
|
55
|
|
|
62
|
|
|
71
|
|
|||
Deferred taxes on income
|
3
|
|
|
6
|
|
|
227
|
|
|||
Impairment charges and asset write-downs
|
70
|
|
|
47
|
|
|
40
|
|
|||
(Gain) loss on sale of shares in equity method investment
|
(133
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(10
|
)
|
|
(19
|
)
|
|
(6
|
)
|
|||
Changes in assets and liabilities, net of effects of acquisition:
|
|
|
|
|
|
||||||
Receivables
|
(58
|
)
|
|
(90
|
)
|
|
(53
|
)
|
|||
Inventories, prepaid expenses and other assets
|
(22
|
)
|
|
(64
|
)
|
|
(29
|
)
|
|||
Accounts payable
|
(16
|
)
|
|
23
|
|
|
54
|
|
|||
Accrued liabilities
|
43
|
|
|
139
|
|
|
29
|
|
|||
Accrued taxes
|
23
|
|
|
(4
|
)
|
|
26
|
|
|||
Public liability and property damage
|
36
|
|
|
56
|
|
|
(1
|
)
|
|||
Net cash provided by (used in) operating activities
|
3,332
|
|
|
3,452
|
|
|
3,593
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Net change in restricted cash and cash equivalents
|
215
|
|
|
283
|
|
|
(315
|
)
|
|||
Revenue earning equipment expenditures
|
(12,658
|
)
|
|
(11,289
|
)
|
|
(10,289
|
)
|
|||
Proceeds from disposal of revenue earning equipment
|
9,623
|
|
|
8,209
|
|
|
7,256
|
|
|||
Capital asset expenditures, non-fleet
|
(327
|
)
|
|
(374
|
)
|
|
(327
|
)
|
|||
Proceeds from disposal of property and other equipment
|
115
|
|
|
93
|
|
|
81
|
|
|||
Acquisitions, net of cash acquired
|
(95
|
)
|
|
(75
|
)
|
|
(41
|
)
|
|||
Proceeds from disposal of business
|
126
|
|
|
—
|
|
|
—
|
|
|||
Sales of (investment in) shares in equity method investment
|
236
|
|
|
(30
|
)
|
|
(213
|
)
|
|||
Other investing activities
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Net cash provided by (used in) investing activities
|
(2,765
|
)
|
|
(3,183
|
)
|
|
(3,850
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
1,676
|
|
|
400
|
|
|
2,275
|
|
|||
Repayments of long-term debt
|
(1,293
|
)
|
|
(1,183
|
)
|
|
(1,045
|
)
|
|||
Short-term borrowings:
|
|
|
|
|
|
||||||
Proceeds
|
623
|
|
|
626
|
|
|
596
|
|
|||
Payments
|
(617
|
)
|
|
(726
|
)
|
|
(1,018
|
)
|
|||
Proceeds under the revolving lines of credit
|
7,097
|
|
|
5,864
|
|
|
9,012
|
|
|||
Payments under the revolving lines of credit
|
(7,393
|
)
|
|
(5,081
|
)
|
|
(9,104
|
)
|
|||
Purchase of treasury shares
|
(605
|
)
|
|
—
|
|
|
(555
|
)
|
|||
Payment of financing costs
|
(29
|
)
|
|
(63
|
)
|
|
(54
|
)
|
|||
Other
|
1
|
|
|
4
|
|
|
20
|
|
|||
Net cash provided by (used in) financing activities
|
(540
|
)
|
|
(159
|
)
|
|
127
|
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(31
|
)
|
|
(31
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents during the period
|
(4
|
)
|
|
79
|
|
|
(130
|
)
|
|||
Cash and cash equivalents at beginning of period
|
490
|
|
|
411
|
|
|
541
|
|
|||
Cash and cash equivalents at end of period
|
$
|
486
|
|
|
$
|
490
|
|
|
$
|
411
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net of amounts capitalized
|
$
|
572
|
|
|
$
|
562
|
|
|
$
|
651
|
|
Income taxes, net of refunds
|
34
|
|
|
64
|
|
|
71
|
|
|||
Supplemental disclosures of non-cash information:
|
|
|
|
|
|
||||||
Purchases of revenue earning equipment included in accounts payable and accrued liabilities
|
$
|
170
|
|
|
$
|
198
|
|
|
$
|
289
|
|
Sales of revenue earning equipment included in receivables
|
1,104
|
|
|
544
|
|
|
357
|
|
|||
Purchases of property and other equipment included in accounts payable
|
33
|
|
|
69
|
|
|
56
|
|
|||
Sales of property and other equipment included in receivables
|
16
|
|
|
4
|
|
|
17
|
|
|||
Consideration for equity method investment
|
—
|
|
|
130
|
|
|
23
|
|
|||
Conversion of Convertible Senior Notes included in debt, common stock and additional paid-in capital
|
—
|
|
|
84
|
|
|
373
|
|
|||
Revenue earning equipment and property and equipment acquired through capital lease
|
11
|
|
|
22
|
|
|
52
|
|
Rental cars
|
6 to 36 months
|
Other equipment
|
24 to 108 months
|
Buildings
|
5 to 50 years
|
Furniture and fixtures
|
1 to 15 years
|
Service cars and service equipment
|
1 to 13 years
|
Leasehold improvements
|
The lesser of the economic life or the lease term
|
(In millions)
|
U.S. Car Rental
|
||
Revenue earning equipment
|
$
|
71
|
|
Property and other equipment
|
6
|
|
|
Other intangible assets
|
9
|
|
|
Goodwill
|
1
|
|
|
Total
|
$
|
87
|
|
(In millions)
|
U.S. Car Rental
|
||
Revenue earning equipment
|
$
|
43
|
|
Property and other equipment
|
1
|
|
|
Other intangible assets
|
7
|
|
|
Goodwill
|
11
|
|
|
Total
|
$
|
62
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Revenue earning equipment
|
$
|
16,768
|
|
|
$
|
17,837
|
|
Less: Accumulated depreciation
|
(3,775
|
)
|
|
(4,427
|
)
|
||
|
12,993
|
|
|
13,410
|
|
||
Revenue earning equipment held for sale, net
|
135
|
|
|
243
|
|
||
Revenue earning equipment, net
|
$
|
13,128
|
|
|
$
|
13,653
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation of revenue earning equipment
|
$
|
2,614
|
|
|
$
|
2,787
|
|
|
$
|
2,415
|
|
(Gain) loss on disposal of revenue earning equipment
(a)
|
76
|
|
|
167
|
|
|
37
|
|
|||
Rents paid for vehicles leased
|
72
|
|
|
80
|
|
|
81
|
|
|||
Depreciation of revenue earning equipment and lease charges, net
|
$
|
2,762
|
|
|
$
|
3,034
|
|
|
$
|
2,533
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
U.S. Car Rental
|
$
|
97
|
|
|
$
|
178
|
|
|
$
|
48
|
|
International Car Rental
|
(8
|
)
|
|
(2
|
)
|
|
15
|
|
|||
Worldwide Equipment Rental
|
(13
|
)
|
|
(9
|
)
|
|
(26
|
)
|
|||
Total
|
$
|
76
|
|
|
$
|
167
|
|
|
$
|
37
|
|
Increase (decrease)
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
U.S. Car Rental
|
$
|
101
|
|
|
$
|
167
|
|
|
$
|
(44
|
)
|
International Car Rental
|
(1
|
)
|
|
(3
|
)
|
|
5
|
|
|||
Worldwide Equipment Rental
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
102
|
|
|
$
|
164
|
|
|
$
|
(39
|
)
|
(In millions)
|
U.S. Car Rental
|
|
International Car Rental
|
|
Worldwide Equipment
Rental |
|
All Other Operations
|
|
Total
|
||||||||||
Balance as of January 1, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
1,025
|
|
|
$
|
248
|
|
|
$
|
772
|
|
|
$
|
35
|
|
|
$
|
2,080
|
|
Accumulated impairment losses
|
—
|
|
|
(46
|
)
|
|
(675
|
)
|
|
—
|
|
|
(721
|
)
|
|||||
|
1,025
|
|
|
202
|
|
|
97
|
|
|
35
|
|
|
1,359
|
|
|||||
Goodwill acquired during the period
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Other changes during the period
(a)
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
|
3
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Balance as of December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,028
|
|
|
244
|
|
|
768
|
|
|
35
|
|
|
2,075
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
(46
|
)
|
|
(675
|
)
|
|
—
|
|
|
(721
|
)
|
|||||
|
$
|
1,028
|
|
|
$
|
198
|
|
|
$
|
93
|
|
|
$
|
35
|
|
|
$
|
1,354
|
|
(In millions)
|
US Car Rental
|
|
International Car Rental
|
|
Worldwide Equipment Rental
|
|
All Other Operations
|
|
Total
|
||||||||||
Balance as of January 1, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
1,012
|
|
|
$
|
254
|
|
|
$
|
772
|
|
|
$
|
35
|
|
|
$
|
2,073
|
|
Accumulated impairment losses
|
—
|
|
|
(46
|
)
|
|
(675
|
)
|
|
—
|
|
|
(721
|
)
|
|||||
|
1,012
|
|
|
208
|
|
|
97
|
|
|
35
|
|
|
1,352
|
|
|||||
Goodwill acquired during the period
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Adjustments to previously recorded purchase price allocation
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other changes during the period
(a)
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
|
13
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Balance as of December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,025
|
|
|
248
|
|
|
772
|
|
|
35
|
|
|
2,080
|
|
|||||
Accumulated impairment losses
|
—
|
|
|
(46
|
)
|
|
(675
|
)
|
|
—
|
|
|
(721
|
)
|
|||||
|
$
|
1,025
|
|
|
$
|
202
|
|
|
$
|
97
|
|
|
$
|
35
|
|
|
$
|
1,359
|
|
(a)
|
The change in the International Car Rental segment primarily consists of foreign currency adjustments, and the change in 2015 in the Worldwide Equipment Rental segment is due to the sale of HERC France and Spain businesses.
|
|
December 31, 2015
|
||||||||||
(In millions)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Value |
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer-related
|
$
|
684
|
|
|
$
|
(625
|
)
|
|
$
|
59
|
|
Concession rights
|
411
|
|
|
(144
|
)
|
|
267
|
|
|||
Technology-related intangibles
(a)
|
308
|
|
|
(152
|
)
|
|
156
|
|
|||
Other
(b)
|
93
|
|
|
(61
|
)
|
|
32
|
|
|||
Total
|
1,496
|
|
|
(982
|
)
|
|
514
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trade name
|
3,286
|
|
|
—
|
|
|
3,286
|
|
|||
Other
(c)
|
22
|
|
|
—
|
|
|
22
|
|
|||
Total
|
3,308
|
|
|
—
|
|
|
3,308
|
|
|||
Total other intangible assets, net
|
$
|
4,804
|
|
|
$
|
(982
|
)
|
|
$
|
3,822
|
|
|
December 31, 2014
|
||||||||||
(In millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer-related
|
$
|
692
|
|
|
$
|
(568
|
)
|
|
$
|
124
|
|
Concession rights
|
410
|
|
|
(97
|
)
|
|
313
|
|
|||
Technology-related intangibles
(a)
|
338
|
|
|
(147
|
)
|
|
191
|
|
|||
Other
(b)
|
78
|
|
|
(49
|
)
|
|
29
|
|
|||
Total
|
1,518
|
|
|
(861
|
)
|
|
657
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trade name
|
3,330
|
|
|
—
|
|
|
3,330
|
|
|||
Other
(c)
|
22
|
|
|
—
|
|
|
22
|
|
|||
Total
|
3,352
|
|
|
—
|
|
|
3,352
|
|
|||
Total other intangible assets, net
|
$
|
4,870
|
|
|
$
|
(861
|
)
|
|
$
|
4,009
|
|
Facility
|
Weighted Average Interest Rate at December 31, 2015
|
|
Fixed or
Floating
Interest
Rate
|
|
Maturity
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Corporate Debt
|
|
|
|
|
|
|
|
|
|
||||
Senior Term Facility
|
3.26%
|
|
Floating
|
|
3/2018
|
|
$
|
2,062
|
|
|
$
|
2,083
|
|
Senior ABL Facility
|
N/A
|
|
N/A
|
|
N/A
|
|
—
|
|
|
344
|
|
||
Senior Notes
(1)
|
6.58%
|
|
Fixed
|
|
4/2018–10/2022
|
|
3,900
|
|
|
3,900
|
|
||
Promissory Notes
|
7.00%
|
|
Fixed
|
|
1/2028
|
|
27
|
|
|
27
|
|
||
Other Corporate Debt
|
3.93%
|
|
Fixed
|
|
Various
|
|
66
|
|
|
74
|
|
||
Unamortized Net (Discount) Premium (Corporate)
|
|
|
|
|
|
|
2
|
|
|
3
|
|
||
Total Corporate Debt
|
|
|
|
|
|
|
6,057
|
|
|
6,431
|
|
||
Fleet Debt
|
|
|
|
|
|
|
|
|
|
||||
HVF U.S. Fleet Medium Term Notes
|
|
|
|
|
|
|
|
|
|
||||
HVF Series 2009-2
(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
—
|
|
|
404
|
|
||
HVF Series 2010-1
(2)
|
4.46%
|
|
Fixed
|
|
2/2014–2/2018
|
|
240
|
|
|
490
|
|
||
HVF Series 2011-1
(2)
|
3.51%
|
|
Fixed
|
|
3/2015–3/2017
|
|
230
|
|
|
414
|
|
||
HVF Series 2013-1
(2)
|
1.68%
|
|
Fixed
|
|
8/2016–8/2018
|
|
950
|
|
|
950
|
|
||
|
|
|
|
|
|
|
1,420
|
|
|
2,258
|
|
||
RCFC U.S. ABS Program
|
|
|
|
|
|
|
|
|
|
||||
RCFC Series 2011-1 Notes
(2)(3)
|
N/A
|
|
N/A
|
|
N/A
|
|
—
|
|
|
167
|
|
||
RCFC Series 2011-2 Notes
(2)(3)
|
N/A
|
|
N/A
|
|
N/A
|
|
—
|
|
|
266
|
|
||
|
|
|
|
|
|
|
—
|
|
|
433
|
|
||
HVF II U.S. ABS Program
|
|
|
|
|
|
|
|
|
|
||||
HVF II U.S. Fleet Variable Funding Notes:
|
|
|
|
|
|
|
|
|
|
||||
HVF II Series 2013-A
|
1.27%
|
|
Floating
|
|
10/2017
|
|
980
|
|
|
1,999
|
|
||
HVF II Series 2013-B
|
1.32%
|
|
Floating
|
|
10/2017
|
|
1,308
|
|
|
976
|
|
||
HVF II Series 2014-A
|
1.78%
|
|
Floating
|
|
10/2016
|
|
1,737
|
|
|
869
|
|
||
|
|
|
|
|
|
|
4,025
|
|
|
3,844
|
|
||
HVF II U.S. Fleet Medium Term Notes
|
|
|
|
|
|
|
|
|
|
||||
HVF II Series 2015-1
(2)
|
2.93%
|
|
Fixed
|
|
3/2020
|
|
780
|
|
|
—
|
|
||
HVF II Series 2015-2
(2)
|
2.30%
|
|
Fixed
|
|
9/2018
|
|
250
|
|
|
—
|
|
||
HVF II Series 2015-3
(2)
|
2.96%
|
|
Fixed
|
|
9/2020
|
|
350
|
|
|
—
|
|
||
|
|
|
|
|
|
|
1,380
|
|
|
—
|
|
||
Donlen ABS Program
|
|
|
|
|
|
|
|
|
|
||||
HFLF Variable Funding Notes
|
|
|
|
|
|
|
|
|
|
||||
HFLF Series 2013-2 Notes
(2)
|
1.19%
|
|
Floating
|
|
9/2017
|
|
370
|
|
|
247
|
|
||
|
|
|
|
|
|
|
370
|
|
|
247
|
|
||
HFLF Medium Term Notes
|
|
|
|
|
|
|
|
|
|
||||
HFLF Series 2013-3 Notes
(2)
|
0.98%
|
|
Floating
|
|
9/2016–11/2016
|
|
270
|
|
|
500
|
|
||
HFLF Series 2014-1 Notes
(2)
|
0.85%
|
|
Floating
|
|
12/2016–3/2017
|
|
288
|
|
|
400
|
|
||
HFLF Series 2015-1 Notes
(2)
|
0.96%
|
|
Floating
|
|
3/2018–5/2018
|
|
295
|
|
|
—
|
|
||
|
|
|
|
|
|
|
853
|
|
|
900
|
|
Facility
|
Weighted Average Interest Rate at December 31, 2015
|
|
Fixed or
Floating
Interest
Rate
|
|
Maturity
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Other Fleet Debt
|
|
|
|
|
|
|
|
|
|
||||
U.S. Fleet Financing Facility
|
2.95%
|
|
Floating
|
|
3/2017
|
|
190
|
|
|
164
|
|
||
European Revolving Credit Facility
|
2.55%
|
|
Floating
|
|
10/2017
|
|
273
|
|
|
304
|
|
||
European Fleet Notes
|
4.38%
|
|
Fixed
|
|
1/2019
|
|
464
|
|
|
517
|
|
||
European Securitization
(2)
|
1.54%
|
|
Floating
|
|
10/2017
|
|
267
|
|
|
270
|
|
||
Canadian Securitization
(2)
|
1.78%
|
|
Floating
|
|
1/2018
|
|
148
|
|
|
—
|
|
||
Hertz-Sponsored Canadian Securitization
(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
—
|
|
|
105
|
|
||
Dollar Thrifty-Sponsored Canadian Securitization
(2)(3)
|
N/A
|
|
N/A
|
|
N/A
|
|
—
|
|
|
40
|
|
||
Australian Securitization
(2)
|
3.80%
|
|
Floating
|
|
12/2016
|
|
98
|
|
|
112
|
|
||
Brazilian Fleet Financing Facility
|
17.94%
|
|
Floating
|
|
4/2016
|
|
7
|
|
|
11
|
|
||
Capitalized Leases
|
2.67%
|
|
Floating
|
|
2/2015–10/2017
|
|
362
|
|
|
364
|
|
||
Unamortized Net (Discount) Premium (Fleet)
|
|
|
|
|
|
|
(7
|
)
|
|
(7
|
)
|
||
|
|
|
|
|
|
|
1,802
|
|
|
1,880
|
|
||
Total Fleet Debt
|
|
|
|
|
|
|
9,850
|
|
|
9,562
|
|
||
Total Debt
|
|
|
|
|
|
|
$
|
15,907
|
|
|
$
|
15,993
|
|
(1)
|
References to the Company's "Senior Notes" include the series of Hertz's unsecured senior notes set forth in the table below. The outstanding principal amount for each such series of the Senior Notes is also specified below.
|
(In millions)
|
Outstanding Principal
|
||||||
Senior Notes
|
December 31, 2015
|
|
December 31, 2014
|
||||
4.25% Senior Notes due April 2018
|
$
|
250
|
|
|
$
|
250
|
|
7.50% Senior Notes due October 2018
|
700
|
|
|
700
|
|
||
6.75% Senior Notes due April 2019
|
1,250
|
|
|
1,250
|
|
||
5.875% Senior Notes due October 2020
|
700
|
|
|
700
|
|
||
7.375% Senior Notes due January 2021
|
500
|
|
|
500
|
|
||
6.25% Senior Notes due October 2022
|
500
|
|
|
500
|
|
||
|
$
|
3,900
|
|
|
$
|
3,900
|
|
(2)
|
Maturity reference is to the "expected final maturity date" as opposed to the subsequent "legal maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness expect the relevant indebtedness to be repaid, which in the case of the HFLF Medium Term Notes was based upon various assumptions made at the time of the pricing of such notes. The legal final maturity date is the date on which the relevant indebtedness is legally due and payable.
|
(3)
|
RCFC U.S. ABS Program and the Dollar Thrifty-Sponsored Canadian Securitization represent fleet debt assumed in connection with the Dollar Thrifty acquisition in 2012.
|
(In millions)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
After 2020
|
||||||||||||
Corporate Debt
|
|
$
|
33
|
|
|
$
|
34
|
|
|
$
|
2,981
|
|
|
$
|
1,257
|
|
|
$
|
703
|
|
|
$
|
1,047
|
|
Fleet Debt
|
|
3,101
|
|
|
3,699
|
|
|
1,356
|
|
|
571
|
|
|
1,130
|
|
|
—
|
|
||||||
Total
|
|
$
|
3,134
|
|
|
$
|
3,733
|
|
|
$
|
4,337
|
|
|
$
|
1,828
|
|
|
$
|
1,833
|
|
|
$
|
1,047
|
|
(In millions)
|
Remaining
Capacity
|
|
Availability Under
Borrowing Base
Limitation
|
||||
Corporate Debt
|
|
|
|
||||
Senior ABL Facility
|
$
|
1,797
|
|
|
$
|
1,668
|
|
Total Corporate Debt
|
1,797
|
|
|
1,668
|
|
||
Fleet Debt
|
|
|
|
||||
HVF II U.S. Fleet Variable Funding Notes
|
2,550
|
|
|
—
|
|
||
HFLF Variable Funding Notes
|
130
|
|
|
—
|
|
||
European Revolving Credit Facility
|
—
|
|
|
—
|
|
||
European Securitization
|
170
|
|
|
—
|
|
||
Canadian Securitization
|
105
|
|
|
—
|
|
||
Australian Securitization
|
84
|
|
|
—
|
|
||
Capitalized Leases
|
58
|
|
|
2
|
|
||
Total Fleet Debt
|
3,097
|
|
|
2
|
|
||
Total
|
$
|
4,894
|
|
|
$
|
1,670
|
|
|
Pension Benefits
|
|
Postretirement
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Benefits (U.S.)
|
||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at January 1
|
$
|
726
|
|
|
$
|
671
|
|
|
$
|
274
|
|
|
$
|
243
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Service cost
|
3
|
|
|
28
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
27
|
|
|
31
|
|
|
8
|
|
|
10
|
|
|
1
|
|
|
—
|
|
||||||
Employee contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Plan curtailments
|
(1
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan settlements
|
(21
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(29
|
)
|
|
(23
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
(18
|
)
|
|
72
|
|
|
(22
|
)
|
|
46
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at December 31
|
$
|
687
|
|
|
$
|
726
|
|
|
$
|
235
|
|
|
$
|
274
|
|
|
$
|
15
|
|
|
$
|
15
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at January 1
|
$
|
619
|
|
|
$
|
563
|
|
|
$
|
212
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(16
|
)
|
|
55
|
|
|
4
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
22
|
|
|
35
|
|
|
5
|
|
|
5
|
|
|
1
|
|
|
1
|
|
||||||
Employee contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Plan settlements
|
(21
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(29
|
)
|
|
(23
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at December 31
|
$
|
575
|
|
|
$
|
619
|
|
|
$
|
200
|
|
|
$
|
212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status of the Plan
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Plan assets less than benefit obligation
|
$
|
(112
|
)
|
|
$
|
(107
|
)
|
|
$
|
(35
|
)
|
|
$
|
(62
|
)
|
|
$
|
(15
|
)
|
|
$
|
(15
|
)
|
|
Pension Benefits
|
|
Postretirement
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Benefits (U.S.)
|
||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Amounts recognized in balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid expenses and other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
$
|
(112
|
)
|
|
$
|
(107
|
)
|
|
$
|
(64
|
)
|
|
$
|
(62
|
)
|
|
$
|
(15
|
)
|
|
$
|
(15
|
)
|
Net obligation recognized in the balance sheet
|
$
|
(112
|
)
|
|
$
|
(107
|
)
|
|
$
|
(35
|
)
|
|
$
|
(62
|
)
|
|
$
|
(15
|
)
|
|
$
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net gain (loss)
|
(128
|
)
|
|
(97
|
)
|
|
(33
|
)
|
|
(50
|
)
|
|
1
|
|
|
1
|
|
||||||
Accumulated other comprehensive gain (loss)
|
(127
|
)
|
|
(95
|
)
|
|
(33
|
)
|
|
(50
|
)
|
|
1
|
|
|
1
|
|
||||||
Funded/(Unfunded) accrued pension or postretirement benefit
|
15
|
|
|
(12
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(16
|
)
|
|
(16
|
)
|
||||||
Net obligation recognized in the balance sheet
|
$
|
(112
|
)
|
|
$
|
(107
|
)
|
|
$
|
(35
|
)
|
|
$
|
(62
|
)
|
|
$
|
(15
|
)
|
|
$
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total recognized in other comprehensive (income) loss
|
$
|
31
|
|
|
$
|
14
|
|
|
$
|
(17
|
)
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
27
|
|
|
$
|
33
|
|
|
$
|
(20
|
)
|
|
$
|
35
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Estimated amounts that will be amortized from accumulated other comprehensive (income) loss over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(8
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated Benefit Obligation at December 31
|
$
|
683
|
|
|
$
|
720
|
|
|
$
|
234
|
|
|
$
|
272
|
|
|
N/A
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.3
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
|
4.4
|
%
|
|
4.2
|
%
|
|
3.6
|
%
|
||||||
Expected return on assets
|
7.2
|
%
|
|
7.4
|
%
|
|
6.1
|
%
|
|
7.4
|
%
|
|
—
|
%
|
|
—
|
%
|
||||||
Average rate of increase in compensation
|
4.3
|
%
|
|
4.0
|
%
|
|
2.6
|
%
|
|
2.6
|
%
|
|
—
|
%
|
|
—
|
%
|
||||||
Initial health care cost trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6.9
|
%
|
|
7.3
|
%
|
||||||
Ultimate health care cost trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
4.5
|
%
|
|
4.5
|
%
|
||||||
Number of years to ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
23
|
|
|
15
|
|
|
Pension Benefits
|
|
Postretirement
Benefits (U.S.) |
||||||||||||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Components of Net Periodic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
3
|
|
|
$
|
28
|
|
|
$
|
27
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
27
|
|
|
31
|
|
|
28
|
|
|
8
|
|
|
10
|
|
|
9
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||||||
Expected return on plan assets
|
(40
|
)
|
|
(40
|
)
|
|
(36
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net amortizations
|
2
|
|
|
2
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
4
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Curtailment gain
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Special termination cost
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net pension and postretirement expense
|
$
|
(4
|
)
|
|
$
|
19
|
|
|
$
|
26
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Weighted-average discount rate for expense (January 1)
|
3.9
|
%
|
|
4.8
|
%
|
|
4.0
|
%
|
|
3.3
|
%
|
|
3.2
|
%
|
|
4.3
|
%
|
|
3.8
|
%
|
|
4.4
|
%
|
|
3.6
|
%
|
|||||||||
Weighted-average assumed long-term rate of return on assets (January 1)
|
7.4
|
%
|
|
7.6
|
%
|
|
7.6
|
%
|
|
7.3
|
%
|
|
7.4
|
%
|
|
7.4
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||||||
Initial health care cost trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
7.3
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|||||||||
Ultimate health care cost trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|||||||||
Number of years to ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
14
|
|
|
15
|
|
|
16
|
|
(In millions)
|
December 31, 2015
|
|
December 31, 2014
|
||||
Asset Category
|
|
|
|
||||
Short Term Investments
|
$
|
7
|
|
|
$
|
13
|
|
Equity Securities:
|
|
|
|
||||
U.S. Large Cap
|
158
|
|
|
171
|
|
||
U.S. Mid Cap
|
36
|
|
|
50
|
|
||
U.S. Small Cap
|
45
|
|
|
38
|
|
||
International Large Cap
|
96
|
|
|
99
|
|
||
International Emerging Markets
|
29
|
|
|
29
|
|
||
Asset-Backed Securities
|
5
|
|
|
4
|
|
||
Fixed Income Securities:
|
|
|
|
||||
U.S. Treasuries
|
61
|
|
|
63
|
|
||
Corporate Bonds
|
110
|
|
|
123
|
|
||
Government Bonds
|
9
|
|
|
10
|
|
||
Municipal Bonds
|
10
|
|
|
10
|
|
||
Real Estate (REITs)
|
9
|
|
|
9
|
|
||
Total fair value of pension plan assets
|
$
|
575
|
|
|
$
|
619
|
|
(In millions)
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
||||||||
Actively Managed Multi-Asset Funds:
|
|
|
|
|
|
|
|
||||||||
Diversified Growth Funds
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
74
|
|
|
$
|
—
|
|
Passive Equity Funds:
|
|
|
|
|
|
|
|
||||||||
U.K. Equities
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Overseas Equities
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Passive Bond Funds:
|
|
|
|
|
|
|
|
||||||||
Corporate Bonds
|
—
|
|
|
20
|
|
|
—
|
|
|
21
|
|
||||
Index-Linked Gilts
|
—
|
|
|
44
|
|
|
—
|
|
|
50
|
|
||||
Total fair value of pension plan assets
|
$
|
56
|
|
|
$
|
139
|
|
|
$
|
130
|
|
|
$
|
71
|
|
(In millions)
|
Pension Benefits
|
|
Postretirement
Benefits (U.S.)
|
||||
2016
|
$
|
48
|
|
|
$
|
1
|
|
2017
|
48
|
|
|
1
|
|
||
2018
|
51
|
|
|
1
|
|
||
2019
|
54
|
|
|
1
|
|
||
2020
|
56
|
|
|
2
|
|
||
After 2020
|
302
|
|
|
6
|
|
||
|
$
|
559
|
|
|
$
|
12
|
|
a)
|
Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b)
|
If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c)
|
If the Company ceases to have an obligation to contribute to the multiemployer plan in which the Company had been a contributing employer, the Company may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of its participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.
|
|
EIN /Pension
Plan Number |
|
Pension
Protection Act Zone Status |
|
FIP /
RP Status Pending /Implemented |
|
Contributions by
The Hertz Corporation (In millions) |
|
Surcharge Imposed
|
|
Expiration
Dates of Collective Bargaining Agreements |
||||||||||||
Pension Fund
|
2015
|
|
2014
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Western Conference of Teamsters
|
91-6145047
|
|
Green
|
|
Green
|
|
NA
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
N/A
|
|
1/31/2014* - 10/1/2017
|
Other Plans*
|
|
|
|
|
|
|
|
|
6
|
|
|
4
|
|
|
4
|
|
|
|
|
|
|||
Total Contributions
|
|
|
|
|
|
|
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
|
|
|
N/A
|
Not applicable
|
*
|
Included in the Other Plans are contributions to the Local 1034 Pension Fund. The amount contributed by Hertz to the Local 1034 Pension Fund was reported as being more than
5%
of total contributions to the plan, on the fund's Form 5500 for the year ended
December 31, 2014
.
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Compensation expense
|
$
|
17
|
|
|
$
|
11
|
|
|
$
|
35
|
|
Income tax benefit
|
(7
|
)
|
|
(4
|
)
|
|
(14
|
)
|
|||
Total
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
21
|
|
|
Grants
|
||||||||
Assumption
|
2015
|
|
2014
|
|
2013
(a)
|
||||
Expected volatility
|
41.4
|
%
|
|
39.3
|
%
|
|
N/A
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
N/A
|
||
Expected term (years)
|
5
|
|
|
3
|
|
|
N/A
|
||
Risk-free interest rate
|
1.17
|
%
|
|
0.96
|
%
|
|
N/A
|
||
Weighted-average grant date fair value
|
$
|
7.34
|
|
|
$
|
7.14
|
|
|
N/A
|
Options
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (years) |
|
Aggregate Intrinsic
Value (In millions) |
||||||
Outstanding at January 1, 2015
|
8,895,521
|
|
|
$
|
12.62
|
|
|
3.6
|
|
|
$
|
106
|
|
Granted
|
3,301,499
|
|
|
22.20
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(595,318
|
)
|
|
7.88
|
|
|
—
|
|
|
—
|
|
||
Forfeited or Expired
|
(581,358
|
)
|
|
21.70
|
|
|
—
|
|
|
—
|
|
||
Outstanding at December 31, 2015
|
11,020,344
|
|
|
14.88
|
|
|
3.0
|
|
|
26
|
|
||
Exercisable at December 31, 2015
|
8,185,899
|
|
|
12.42
|
|
|
2.6
|
|
|
26
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Aggregate intrinsic value of stock options exercised
|
$
|
4
|
|
|
$
|
24
|
|
|
$
|
42
|
|
Cash received from the exercise of stock options
|
5
|
|
|
18
|
|
|
27
|
|
|||
Fair value of options that vested
|
5
|
|
|
5
|
|
|
6
|
|
|||
Tax benefit realized on exercise of stock options
|
—
|
|
|
1
|
|
|
1
|
|
|
Shares
|
|
Weighted-
Average Fair Value |
|
Aggregate Intrinsic
Value (In millions) |
|||||
Outstanding at January 1, 2015
|
2,056,509
|
|
|
$
|
19.90
|
|
|
$
|
49
|
|
Granted
|
1,413,367
|
|
|
21.10
|
|
|
—
|
|
||
Vested
|
(614,902
|
)
|
|
15.22
|
|
|
—
|
|
||
Forfeited or Expired
|
(1,223,671
|
)
|
|
23.54
|
|
|
—
|
|
||
Outstanding at December 31, 2015
|
1,631,303
|
|
|
20.14
|
|
|
23
|
|
|
Shares
|
|
Weighted-
Average Fair Value |
|
Aggregate Intrinsic
Value (In millions) |
|||||
Outstanding at January 1, 2015
|
324,304
|
|
|
$
|
19.38
|
|
|
$
|
8
|
|
Granted
|
984,129
|
|
|
20.38
|
|
|
—
|
|
||
Vested
|
(251,715
|
)
|
|
18.06
|
|
|
—
|
|
||
Forfeited or Expired
|
(80,912
|
)
|
|
22.69
|
|
|
—
|
|
||
Outstanding at December 31, 2015
|
975,806
|
|
|
20.46
|
|
|
14
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Total fair value of awards that vested (In millions)
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
13
|
|
Weighted average grant date fair value of awards
|
20.38
|
|
|
28.18
|
|
|
23.95
|
|
|
Years ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Rents
|
$
|
189
|
|
|
$
|
185
|
|
|
$
|
185
|
|
Concession fees:
|
|
|
|
|
|
||||||
Minimum fixed obligations
|
367
|
|
|
416
|
|
|
405
|
|
|||
Additional amounts, based on revenues
|
344
|
|
|
301
|
|
|
295
|
|
|||
Total
|
900
|
|
|
902
|
|
|
885
|
|
|||
Sublease income
|
(5
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||
Total
|
$
|
895
|
|
|
$
|
898
|
|
|
$
|
880
|
|
(In millions)
|
|
Rents
|
|
Concessions
|
||||
2016
|
|
$
|
219
|
|
|
$
|
291
|
|
2017
|
|
184
|
|
|
252
|
|
||
2018
|
|
149
|
|
|
199
|
|
||
2019
|
|
106
|
|
|
147
|
|
||
2020
|
|
69
|
|
|
106
|
|
||
After 2020
|
|
256
|
|
|
483
|
|
||
Total
|
|
$
|
983
|
|
|
$
|
1,478
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue earning equipment
|
$
|
72
|
|
|
$
|
80
|
|
|
$
|
81
|
|
Office, computer and other equipment
|
18
|
|
|
19
|
|
|
17
|
|
|||
Total
|
$
|
90
|
|
|
$
|
99
|
|
|
$
|
98
|
|
(In millions)
|
|
|
||
2016
|
|
$
|
14
|
|
2017
|
|
10
|
|
|
2018
|
|
5
|
|
|
2019
|
|
4
|
|
|
2020
|
|
4
|
|
|
After 2020
|
|
4
|
|
|
Total
|
|
$
|
41
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
By Type:
|
|
|
|
|
|
||||||
Termination benefits
|
$
|
16
|
|
|
$
|
30
|
|
|
$
|
42
|
|
Impairments and asset write-downs
|
2
|
|
|
23
|
|
|
—
|
|
|||
Facility closure and lease obligation costs
|
19
|
|
|
15
|
|
|
15
|
|
|||
Relocation costs and temporary labor costs
|
(4
|
)
|
|
9
|
|
|
19
|
|
|||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total
|
$
|
33
|
|
|
$
|
78
|
|
|
$
|
77
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
By Caption:
|
|
|
|
|
|
||||||
Direct operating
|
$
|
20
|
|
|
$
|
35
|
|
|
$
|
28
|
|
Selling, general and administrative
|
13
|
|
|
43
|
|
|
49
|
|
|||
Total
|
$
|
33
|
|
|
$
|
78
|
|
|
$
|
77
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
By Segment:
|
|
|
|
|
|
||||||
U.S. Car Rental
|
$
|
23
|
|
|
$
|
27
|
|
|
$
|
23
|
|
International Car Rental
|
6
|
|
|
19
|
|
|
19
|
|
|||
Worldwide Equipment Rental
|
4
|
|
|
5
|
|
|
8
|
|
|||
Corporate
|
—
|
|
|
27
|
|
|
27
|
|
|||
Total
|
$
|
33
|
|
|
$
|
78
|
|
|
$
|
77
|
|
(In millions)
|
Termination
Benefits
|
|
Other
|
|
Total
|
||||||
Balance as of December 31, 2013
|
$
|
20
|
|
|
$
|
28
|
|
|
$
|
48
|
|
Charges incurred
|
30
|
|
|
48
|
|
|
78
|
|
|||
Cash payments
|
(28
|
)
|
|
(25
|
)
|
|
(53
|
)
|
|||
Other non-cash changes
(a)
|
(1
|
)
|
|
(29
|
)
|
|
(30
|
)
|
|||
Balance as of December 31, 2014
|
$
|
21
|
|
|
$
|
22
|
|
|
$
|
43
|
|
Charges incurred
|
16
|
|
|
17
|
|
|
33
|
|
|||
Cash payments
|
(26
|
)
|
|
(16
|
)
|
|
(42
|
)
|
|||
Other non-cash changes
(b)
|
(1
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|||
Balance as of December 31, 2015
|
$
|
10
|
|
|
$
|
17
|
|
|
$
|
27
|
|
(a)
|
Decrease in 2014 primarily consists of
$10 million
related to the write-down of assets associated with a terminated business relationship and
$13 million
related to the impairment of the Company's former corporate headquarters building in New Jersey which were recorded in direct operating and selling, general and administrative expenses, respectively.
|
(b)
|
Decrease in 2015 primarily consists of
$4 million
related to the write-down of assets deemed to have no future use in the Company's U.S. Car Rental segment.
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
27
|
|
|
$
|
(193
|
)
|
|
$
|
497
|
|
Foreign
|
314
|
|
|
170
|
|
|
106
|
|
|||
Total income (loss)
|
$
|
341
|
|
|
$
|
(23
|
)
|
|
$
|
603
|
|
|
December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
74
|
|
|
$
|
82
|
|
Net operating loss carry forwards
|
1,705
|
|
|
1,936
|
|
||
Federal, state and foreign local tax credit carry forwards
|
47
|
|
|
26
|
|
||
Accrued and prepaid expenses
|
281
|
|
|
263
|
|
||
Total Deferred Tax Assets
|
2,107
|
|
|
2,307
|
|
||
Less: Valuation Allowance
|
(151
|
)
|
|
(231
|
)
|
||
Total Net Deferred Tax Assets
|
1,956
|
|
|
2,076
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Depreciation on tangible assets
|
(3,349
|
)
|
|
(3,489
|
)
|
||
Intangible assets
|
(1,417
|
)
|
|
(1,415
|
)
|
||
Total Deferred Tax Liabilities
|
(4,766
|
)
|
|
(4,904
|
)
|
||
Net Deferred Tax Liability
|
$
|
(2,810
|
)
|
|
$
|
(2,828
|
)
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory Federal Tax Rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Foreign tax rate differential
|
(8
|
)
|
|
69
|
|
|
(3
|
)
|
State and local income taxes, net of federal income tax benefit
|
1
|
|
|
(11
|
)
|
|
5
|
|
Change in state statutory rates, net of federal income tax benefit
|
2
|
|
|
(52
|
)
|
|
—
|
|
Federal and foreign permanent differences
|
3
|
|
|
(52
|
)
|
|
5
|
|
Withholding taxes
|
2
|
|
|
(36
|
)
|
|
2
|
|
Uncertain tax positions
|
(2
|
)
|
|
(45
|
)
|
|
(1
|
)
|
Change in valuation allowance
|
(14
|
)
|
|
(74
|
)
|
|
7
|
|
Benefit from sale of non-U.S. operations
|
(6
|
)
|
|
—
|
|
|
—
|
|
All other items, net
|
7
|
|
|
(91
|
)
|
|
—
|
|
Effective Tax Rate
|
20
|
%
|
|
(257
|
)%
|
|
50
|
%
|
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
$
|
57
|
|
|
$
|
11
|
|
|
$
|
19
|
|
Increase (Decrease) attributable to tax positions taken during prior periods
|
16
|
|
|
4
|
|
|
(7
|
)
|
|||
Increase (Decrease) attributable to tax positions taken during the current year
|
9
|
|
|
42
|
|
|
3
|
|
|||
Decrease attributable to settlements with taxing authorities
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance at December 31
|
$
|
81
|
|
|
$
|
57
|
|
|
$
|
11
|
|
|
Fair Value of Financial Instruments
|
||||||||||||||
|
Asset Derivatives
(a)
|
|
Liability Derivatives
(a)
|
||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest rate caps
|
$
|
9
|
|
|
$
|
25
|
|
|
$
|
9
|
|
|
$
|
25
|
|
Foreign currency forward contracts
|
3
|
|
|
6
|
|
|
1
|
|
|
2
|
|
||||
Total
|
$
|
12
|
|
|
$
|
31
|
|
|
$
|
10
|
|
|
$
|
27
|
|
|
Location of Gain or (Loss)
Recognized on Derivatives
|
|
Amount of Gain or
(Loss) Recognized in
Income on Derivatives
|
||||||||||
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gasoline swaps
|
Direct operating
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Interest rate caps
|
Selling, general and administrative
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Foreign currency forward contracts
|
Selling, general and administrative
|
|
(20
|
)
|
|
(1
|
)
|
|
(22
|
)
|
|||
Total
|
|
|
$
|
(20
|
)
|
|
$
|
(3
|
)
|
|
$
|
(21
|
)
|
Prepaid Expenses and Other Assets:
(In millions)
|
Gross assets
|
|
Gross assets offset in Balance Sheet
|
|
Net recognized assets in Balance Sheet
|
|
Gross Financial Instruments not offset in Balance Sheet
|
|
Net Amount
|
||||||||||
Interest rate caps
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Foreign currency forward contracts
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Total
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Accrued Liabilities:
(In millions)
|
Gross liabilities
|
|
Gross liabilities offset in Balance Sheet
|
|
Net recognized liabilities in Balance Sheet
|
|
Gross Financial Instruments not offset in Balance Sheet
|
|
Net Amount
|
||||||||||
Interest rate caps
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Foreign currency forward contracts
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Prepaid Expenses and Other Assets:
(In millions) |
Gross assets
|
|
Gross assets offset in Balance Sheet
|
|
Net recognized assets in Balance Sheet
|
|
Gross Financial Instruments not offset in Balance Sheet
|
|
Net Amount
|
||||||||||
Interest rate caps
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Foreign currency forward contracts
|
6
|
|
|
—
|
|
|
6
|
|
|
(3
|
)
|
|
3
|
|
|||||
Total
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
(3
|
)
|
|
$
|
28
|
|
Accrued Liabilities:
(In millions)
|
Gross liabilities
|
|
Gross liabilities offset in Balance Sheet
|
|
Net recognized liabilities in Balance Sheet
|
|
Gross Financial Instruments not offset in Balance Sheet
|
|
Net Amount
|
||||||||||
Interest rate caps
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
(1
|
)
|
|
$
|
24
|
|
Foreign currency forward contracts
|
2
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||||
Total
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
(3
|
)
|
|
$
|
24
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Money market funds
|
$
|
195
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146
|
|
Equity and other securities
|
—
|
|
|
111
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
||||||||
Total
|
$
|
195
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
355
|
|
|
$
|
146
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
242
|
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||
(In millions)
|
Nominal Unpaid Principal Balance
|
|
Aggregate Fair Value
|
|
Nominal Unpaid Principal Balance
|
|
Aggregate Fair Value
|
||||||||
Corporate Debt
|
$
|
6,055
|
|
|
$
|
6,134
|
|
|
$
|
6,428
|
|
|
$
|
6,468
|
|
Fleet Debt
|
9,857
|
|
|
9,854
|
|
|
9,569
|
|
|
9,595
|
|
||||
Total
|
$
|
15,912
|
|
|
$
|
15,988
|
|
|
$
|
15,997
|
|
|
$
|
16,063
|
|
(In millions)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Loss Adjustments
|
||||||||||
Long-lived assets held for sale
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
5
|
|
(In millions)
|
Pension and Other Post-Employment Benefits
|
|
Foreign Currency Items
|
|
Unrealized Losses on Terminated Net Investment Hedges
|
|
Unrealized Gains on Available for Sale Securities
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance as of January 1, 2015
|
$
|
(101
|
)
|
|
$
|
5
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
Other comprehensive income (loss) before reclassification
|
(8
|
)
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
7
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||||
Balance as of December 31, 2015
|
$
|
(102
|
)
|
|
$
|
(124
|
)
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(245
|
)
|
(In millions)
|
Pension and Other Post-Employment Benefits
|
|
Foreign Currency Items
|
|
Unrealized Losses on Terminated Net Investment Hedges
|
|
Unrealized Gains on Available for Sale Securities
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance as of January 1, 2014
|
$
|
(58
|
)
|
|
$
|
62
|
|
|
$
|
(19
|
)
|
|
$
|
21
|
|
|
$
|
6
|
|
Other comprehensive (loss) before reclassification
|
(34
|
)
|
|
(57
|
)
|
|
—
|
|
|
(14
|
)
|
|
(105
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(16
|
)
|
|||||
Balance as of December 31, 2014
|
$
|
(101
|
)
|
|
$
|
5
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss), basic
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
Interest on Convertible Senior Notes, net of tax
(a)
|
—
|
|
|
—
|
|
|
8
|
|
|||
Net income (loss), diluted
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
310
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
452
|
|
|
454
|
|
|
422
|
|
|||
Stock options, RSUs and PSUs
|
4
|
|
|
—
|
|
|
7
|
|
|||
Issuance of common stock upon conversion of Convertible Senior Notes
|
—
|
|
|
—
|
|
|
35
|
|
|||
Weighted average shares used to calculate diluted earnings per share
|
456
|
|
|
454
|
|
|
464
|
|
|||
Antidilutive stock options, RSUs, PSUs and conversion shares
|
4
|
|
|
11
|
|
|
—
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.60
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.72
|
|
Diluted
|
$
|
0.60
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.67
|
|
(a)
|
Represents interest during the period related to amounts outstanding under the Hertz Holdings' 5.25% Convertible Senior Notes due in June 2014. Any amounts not previously converted matured in June 2014 in accordance with the terms.
|
•
|
U.S. Car Rental - rental of cars, crossovers and light trucks, as well as ancillary products and services, in the United States and consists of the Company's United States operating segment;
|
•
|
International Car Rental - rental and leasing of cars, crossovers and light trucks, as well as ancillary products and services, internationally and consists of the Company's Europe and Other International operating segments, which are aggregated into a reportable segment based primarily upon similar economic characteristics, products and services, customers, delivery methods and general regulatory environments;
|
•
|
Worldwide Equipment Rental - rental of industrial construction, material handling and other equipment and consists of the Company's worldwide equipment rental operating segment; and
|
•
|
All Other Operations - includes the Company's Donlen operating segment which provides fleet leasing and fleet management services and is not considered a separate reportable segment in accordance with applicable accounting standards, together with other business activities.
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
U.S. car rental
|
$
|
6,286
|
|
|
$
|
6,471
|
|
|
$
|
6,331
|
|
International car rental
|
2,148
|
|
|
2,436
|
|
|
2,378
|
|
|||
Worldwide equipment rental
|
1,518
|
|
|
1,571
|
|
|
1,539
|
|
|||
All other operations
|
583
|
|
|
568
|
|
|
527
|
|
|||
Total
|
$
|
10,535
|
|
|
$
|
11,046
|
|
|
$
|
10,775
|
|
Adjusted pre-tax income
(a)
|
|
|
|
|
|
||||||
U.S. car rental
|
$
|
551
|
|
|
$
|
387
|
|
|
$
|
1,033
|
|
International car rental
|
215
|
|
|
144
|
|
|
134
|
|
|||
Worldwide equipment rental
|
189
|
|
|
258
|
|
|
301
|
|
|||
All other operations
|
68
|
|
|
62
|
|
|
58
|
|
|||
Corporate
|
(451
|
)
|
|
(448
|
)
|
|
(430
|
)
|
|||
Total
|
$
|
572
|
|
|
$
|
403
|
|
|
$
|
1,096
|
|
Depreciation of revenue earning equipment and lease charges, net
|
|
|
|
|
|
||||||
U.S. car rental
|
$
|
1,572
|
|
|
$
|
1,758
|
|
|
$
|
1,281
|
|
International car rental
|
398
|
|
|
492
|
|
|
528
|
|
|||
Worldwide equipment rental
|
329
|
|
|
329
|
|
|
299
|
|
|||
All other operations
|
463
|
|
|
455
|
|
|
425
|
|
|||
Total
|
$
|
2,762
|
|
|
$
|
3,034
|
|
|
$
|
2,533
|
|
Depreciation and amortization, non-fleet assets
|
|
|
|
|
|
||||||
U.S. car rental
|
$
|
209
|
|
|
$
|
222
|
|
|
$
|
207
|
|
International car rental
|
37
|
|
|
41
|
|
|
37
|
|
|||
Worldwide equipment rental
|
77
|
|
|
75
|
|
|
74
|
|
|||
All other operations
|
10
|
|
|
11
|
|
|
10
|
|
|||
Corporate
|
19
|
|
|
17
|
|
|
11
|
|
|||
Total
|
$
|
352
|
|
|
$
|
366
|
|
|
$
|
339
|
|
Interest expense, net
|
|
|
|
|
|
||||||
U.S. car rental
|
$
|
165
|
|
|
$
|
172
|
|
|
$
|
187
|
|
International car rental
|
70
|
|
|
95
|
|
|
113
|
|
|||
Worldwide equipment rental
|
57
|
|
|
53
|
|
|
46
|
|
|||
All other operations
|
10
|
|
|
12
|
|
|
14
|
|
|||
Corporate
|
320
|
|
|
316
|
|
|
347
|
|
|||
Total
|
$
|
622
|
|
|
$
|
648
|
|
|
$
|
707
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue earning equipment and capital assets, non-fleet
|
|
|
|
|
|
||||||
U.S. car rental:
|
|
|
|
|
|
||||||
Expenditures
|
$
|
(7,930
|
)
|
|
$
|
(6,175
|
)
|
|
$
|
(6,242
|
)
|
Proceeds from disposals
|
6,280
|
|
|
4,530
|
|
|
4,385
|
|
|||
Net expenditures
|
$
|
(1,650
|
)
|
|
$
|
(1,645
|
)
|
|
$
|
(1,857
|
)
|
International car rental:
|
|
|
|
|
|
||||||
Expenditures
|
$
|
(2,887
|
)
|
|
$
|
(3,165
|
)
|
|
$
|
(2,640
|
)
|
Proceeds from disposals
|
2,412
|
|
|
2,531
|
|
|
2,251
|
|
|||
Net expenditures
|
$
|
(475
|
)
|
|
$
|
(634
|
)
|
|
$
|
(389
|
)
|
Worldwide equipment rental:
|
|
|
|
|
|
||||||
Expenditures
|
$
|
(670
|
)
|
|
$
|
(658
|
)
|
|
$
|
(694
|
)
|
Proceeds from disposals
|
156
|
|
|
197
|
|
|
141
|
|
|||
Net expenditures
|
$
|
(514
|
)
|
|
$
|
(461
|
)
|
|
$
|
(553
|
)
|
All other operations:
|
|
|
|
|
|
||||||
Expenditures
|
$
|
(1,397
|
)
|
|
$
|
(1,611
|
)
|
|
$
|
(1,012
|
)
|
Proceeds from disposals
|
841
|
|
|
1,010
|
|
|
556
|
|
|||
Net expenditures
|
$
|
(556
|
)
|
|
$
|
(601
|
)
|
|
$
|
(456
|
)
|
Corporate:
|
|
|
|
|
|
||||||
Expenditures
|
$
|
(101
|
)
|
|
$
|
(54
|
)
|
|
$
|
(28
|
)
|
Proceeds from disposals
|
49
|
|
|
34
|
|
|
4
|
|
|||
Net expenditures
|
$
|
(52
|
)
|
|
$
|
(20
|
)
|
|
$
|
(24
|
)
|
|
As of December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Total assets at end of year
|
|
|
|
||||
U.S. car rental
|
$
|
13,614
|
|
|
$
|
13,712
|
|
International car rental
|
3,007
|
|
|
3,358
|
|
||
Worldwide equipment rental
|
3,809
|
|
|
3,836
|
|
||
All other operations
|
1,522
|
|
|
1,458
|
|
||
Corporate
|
1,406
|
|
|
1,621
|
|
||
Total
|
$
|
23,358
|
|
|
$
|
23,985
|
|
Revenue earning equipment, net, at end of year
|
|
|
|
||||
U.S. car rental
|
$
|
7,600
|
|
|
$
|
8,070
|
|
International car rental
|
1,858
|
|
|
1,904
|
|
||
Worldwide equipment rental
|
2,382
|
|
|
2,442
|
|
||
All other operations
|
1,288
|
|
|
1,237
|
|
||
Total
|
$
|
13,128
|
|
|
$
|
13,653
|
|
Property and equipment, net, at end of year
|
|
|
|
||||
U.S. car rental
|
$
|
730
|
|
|
$
|
789
|
|
International car rental
|
135
|
|
|
155
|
|
||
Worldwide equipment rental
|
247
|
|
|
265
|
|
||
All other operations
|
5
|
|
|
6
|
|
||
Corporate
|
131
|
|
|
107
|
|
||
Total
|
$
|
1,248
|
|
|
$
|
1,322
|
|
|
As of December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Total assets at end of year
|
|
|
|
||||
United States
|
$
|
18,886
|
|
|
$
|
19,077
|
|
International
|
4,472
|
|
|
4,908
|
|
||
Total
|
$
|
23,358
|
|
|
$
|
23,985
|
|
Revenue earning equipment, net, at end of year
|
|
|
|
||||
United States
|
$
|
10,938
|
|
|
$
|
11,235
|
|
International
|
2,190
|
|
|
2,418
|
|
||
Total
|
$
|
13,128
|
|
|
$
|
13,653
|
|
Property and equipment, net, at end of year
|
|
|
|
||||
United States
|
$
|
1,081
|
|
|
$
|
1,118
|
|
International
|
167
|
|
|
204
|
|
||
Total
|
$
|
1,248
|
|
|
$
|
1,322
|
|
(a)
|
The following table reconciles adjusted pre-tax income to income before income taxes.
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Adjusted pre-tax income (loss):
|
|
|
|
|
|
||||||
U.S. car rental
|
$
|
551
|
|
|
$
|
387
|
|
|
$
|
1,033
|
|
International car rental
|
215
|
|
|
144
|
|
|
134
|
|
|||
Worldwide equipment rental
|
189
|
|
|
258
|
|
|
301
|
|
|||
All other operations
|
68
|
|
|
62
|
|
|
58
|
|
|||
Total reportable segments
|
1,023
|
|
|
851
|
|
|
1,526
|
|
|||
Corporate
(1)
|
(451
|
)
|
|
(448
|
)
|
|
(430
|
)
|
|||
Consolidated adjusted pre-tax income (loss)
|
572
|
|
|
403
|
|
|
1,096
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Acquisition accounting
(2)
|
(124
|
)
|
|
(132
|
)
|
|
(132
|
)
|
|||
Debt-related charges
(3)
|
(63
|
)
|
|
(53
|
)
|
|
(68
|
)
|
|||
Restructuring and restructuring related charges
(4)
|
(96
|
)
|
|
(159
|
)
|
|
(99
|
)
|
|||
Acquisition related costs and charges
(5)
|
(3
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|||
Integration expenses
(6)
|
(5
|
)
|
|
(9
|
)
|
|
(43
|
)
|
|||
Equipment Rental spin-off costs
(7)
|
(35
|
)
|
|
(39
|
)
|
|
—
|
|
|||
Relocation costs
(8)
|
(5
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|||
Premiums paid on debt
(9)
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||
Loss on extinguishment of debt
(10)
|
—
|
|
|
(1
|
)
|
|
(35
|
)
|
|||
Sale of CAR Inc. common stock
(11)
|
133
|
|
|
—
|
|
|
—
|
|
|||
Gain on divestitures
(12)
|
51
|
|
|
—
|
|
|
—
|
|
|||
Impairment charges and asset write-downs
(13)
|
(57
|
)
|
|
(34
|
)
|
|
(40
|
)
|
|||
Other
(14)
|
(27
|
)
|
|
20
|
|
|
(21
|
)
|
|||
Income (loss) before income taxes
|
$
|
341
|
|
|
$
|
(23
|
)
|
|
$
|
603
|
|
(1)
|
Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities.
|
(2)
|
Represents the increase in amortization of other intangible assets, depreciation of property and equipment and accretion of revalued liabilities relating to acquisition accounting.
|
(3)
|
Represents debt-related charges relating to the amortization of deferred debt financing costs and debt discounts and premiums.
|
(4)
|
Represents expenses incurred under restructuring actions as defined in U.S. GAAP. For further information on restructuring costs, see
Note 11
"
Restructuring
," to the Notes to our consolidated financial statements. Also represents incremental costs incurred directly supporting the Company's business transformation initiatives. Such costs include transition costs incurred in connection with its business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes. Amounts in 2015 and 2014 also includes consulting costs and legal fees related to the accounting review and investigation, one time costs to terminate certain marketing and co-branding agreements, and costs associated with the separation of certain executives during the year.
|
(5)
|
Acquisition related costs and charges during the period.
|
(6)
|
Primarily represents Dollar Thrifty integration related expenses.
|
(7)
|
Represents expenses associated with the anticipated HERC spin-off transaction announced in March 2014. In 2015,
$26 million
were incurred by HERC and
$9 million
by Corporate. In 2014,
$28 million
were incurred by HERC and
$11 million
by Corporate.
|
(8)
|
Represents non-recurring costs incurred in connection with the relocation of the Company's corporate headquarters to Estero, Florida that were not included in restructuring expenses. Such expenses primarily include duplicate facility rent, certain moving expenses, and other costs that are direct and incremental due to the relocation.
|
(9)
|
In 2013, represents premiums paid to redeem the Company's
8.50%
Former European Fleet Notes.
|
(10)
|
In 2013, represents extinguishment of debt for Senior Convertible Notes.
|
(11)
|
In 2015, represents the pre-tax gain on the sale of approximately
138 million
shares of CAR Inc. common stock.
|
(12)
|
In 2015, represents the pre-tax gain on the sale of our HERC France and Spain businesses.
|
(13)
|
In 2015, primarily comprised of a
$40 million
write down of the HERC trade name. Also includes a
$6 million
impairment on the former Dollar Thrifty headquarters in Tulsa, Oklahoma, a
$5 million
impairment on a building in the U.S. Car Rental segment,
$3 million
impairment on a held for sale corporate asset, and write downs of
$3 million
associated with U.S. Car Rental service equipment and assets. In 2014, primarily comprised of a
$13 million
impairment related to our former corporate headquarters building in New Jersey, a
$10 million
impairment of HERC revenue earning equipment held for sale and a
$10 million
impairment of assets related to a contract termination. In 2013, primarily related to a
$40 million
impairment in the carrying value of the vehicles subleased to FSNA and its subsidiary, Simply Wheelz.
|
(14)
|
Includes miscellaneous, non-recurring or non-cash items. For 2015, primarily represents a charge of
$23 million
recorded in relation to a French road tax matter. In 2014, primarily comprised of a
$19 million
litigation settlement received in relation to a class action lawsuit filed against an original equipment manufacturer. In 2013, primarily represents cash premiums of
$12 million
associated with the conversion of the Senior Convertible Notes and
$5 million
of depreciation expense related to HERC.
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
(In millions, except per share data)
|
2015
|
|
2015
|
|
2015
|
|
2015
|
||||||||
Revenues:
|
$
|
2,454
|
|
|
$
|
2,692
|
|
|
$
|
2,976
|
|
|
$
|
2,413
|
|
Income (loss) before income taxes
|
(86
|
)
|
|
71
|
|
|
307
|
|
|
49
|
|
||||
Net income (loss)
|
(70
|
)
|
|
36
|
|
|
237
|
|
|
70
|
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
(0.15
|
)
|
|
0.08
|
|
|
0.52
|
|
|
0.16
|
|
||||
Diluted
|
(0.15
|
)
|
|
0.08
|
|
|
0.52
|
|
|
0.16
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
(In millions, except per share data)
|
2014
|
|
2014
|
|
2014
|
|
2014
|
||||||||
Revenues:
|
$
|
2,536
|
|
|
$
|
2,830
|
|
|
$
|
3,121
|
|
|
$
|
2,559
|
|
Income (loss) before income taxes
|
(62
|
)
|
|
121
|
|
|
203
|
|
|
(284
|
)
|
||||
Net income (loss)
|
(69
|
)
|
|
72
|
|
|
149
|
|
|
(234
|
)
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
(0.15
|
)
|
|
0.16
|
|
|
0.32
|
|
|
(0.51
|
)
|
||||
Diluted
|
(0.15
|
)
|
|
0.15
|
|
|
0.32
|
|
|
(0.50
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7
|
|
|
$
|
—
|
|
Taxes receivable
|
64
|
|
|
64
|
|
||
Investments in subsidiaries
|
1,948
|
|
|
2,495
|
|
||
Total assets
|
$
|
2,019
|
|
|
$
|
2,559
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Due to affiliate
|
$
|
—
|
|
|
$
|
95
|
|
Total liabilities
|
—
|
|
|
95
|
|
||
Equity:
|
|
|
|
||||
Preferred Stock, $0.01 par value, 200 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value, 2,000 shares authorized, 464 and 463 shares issued and 423 and 459 shares outstanding
|
4
|
|
|
5
|
|
||
Additional paid-in capital
|
3,343
|
|
|
3,325
|
|
||
Accumulated deficit
|
(391
|
)
|
|
(664
|
)
|
||
Accumulated other comprehensive income (loss)
|
(245
|
)
|
|
(115
|
)
|
||
|
2,711
|
|
|
2,551
|
|
||
Treasury Stock, at cost, 41 shares and 4 shares
|
(692
|
)
|
|
(87
|
)
|
||
Total equity
|
2,019
|
|
|
2,464
|
|
||
Total liabilities and equity
|
$
|
2,019
|
|
|
$
|
2,559
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Total Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
3
|
|
|
6
|
|
|
37
|
|
|||
Other expense, net
|
—
|
|
|
1
|
|
|
39
|
|
|||
Total expenses
|
3
|
|
|
7
|
|
|
76
|
|
|||
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries, net of tax
|
(3
|
)
|
|
(7
|
)
|
|
(76
|
)
|
|||
(Provision) benefit for taxes on income (loss)
|
—
|
|
|
3
|
|
|
28
|
|
|||
Equity in earnings (losses) of subsidiaries, net of tax
|
276
|
|
|
(78
|
)
|
|
350
|
|
|||
Net income (loss)
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
273
|
|
|
$
|
(82
|
)
|
|
$
|
302
|
|
Other comprehensive income (loss)
|
(130
|
)
|
|
(121
|
)
|
|
29
|
|
|||
Comprehensive income (loss)
|
$
|
143
|
|
|
$
|
(203
|
)
|
|
$
|
331
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
(5
|
)
|
|
(22
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
482
|
|
|||
Advances from Hertz Affiliates
|
344
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
344
|
|
|
—
|
|
|
482
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
5
|
|
|
19
|
|
|
27
|
|
|||
Net settlement on vesting of restricted stock
|
(4
|
)
|
|
(17
|
)
|
|
(12
|
)
|
|||
Purchase of treasury shares
|
(605
|
)
|
|
—
|
|
|
(555
|
)
|
|||
Proceeds from loans with Hertz Affiliates
|
267
|
|
|
28
|
|
|
129
|
|
|||
Repayments of loans with Hertz Affiliates
|
—
|
|
|
(25
|
)
|
|
(49
|
)
|
|||
Net cash provided by (used in) financing activities
|
(337
|
)
|
|
5
|
|
|
(460
|
)
|
|||
Net increase (decrease) in cash and cash equivalents during the period
|
7
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at end of period
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of non-cash information:
|
|
|
|
|
|
||||||
Settlement of amount due to affiliate
|
$
|
365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Balance at Beginning of
Period
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Charged to
Expense
|
|
Translation
Adjustments
|
|
Deductions
|
|
Balance at
End of Period
|
|||||||||||
Receivables allowances:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
$
|
67
|
|
|
$
|
55
|
|
|
$
|
(2
|
)
|
|
$
|
(60
|
)
|
(a)
|
$
|
60
|
|
Year Ended December 31, 2014
|
62
|
|
|
62
|
|
|
(1
|
)
|
|
(56
|
)
|
(a)
|
67
|
|
|||||
Year Ended December 31, 2013
|
53
|
|
|
71
|
|
|
—
|
|
|
(62
|
)
|
(a)
|
62
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax valuation allowances:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
$
|
231
|
|
|
$
|
(49
|
)
|
|
$
|
(27
|
)
|
|
$
|
(4
|
)
|
|
$
|
151
|
|
Year Ended December 31, 2014
|
273
|
|
|
17
|
|
|
(24
|
)
|
|
(35
|
)
|
|
231
|
|
|||||
Year Ended December 31, 2013
|
218
|
|
|
40
|
|
|
15
|
|
|
—
|
|
|
273
|
|
(a)
|
Amounts written off, net of recoveries.
|
•
|
We did not have a sufficient complement of personnel with an appropriate level of knowledge, experience, and training commensurate with our financial reporting requirements to ensure proper selection and application of GAAP in certain circumstances.
|
•
|
We did not design effective controls over the non-fleet procurement process, which was exacerbated by the lack of training of field personnel as part of our Oracle ERP system implementation during 2013.
|
•
|
We did not design and maintain effective controls over certain accounting estimates. Specifically, we did not design and maintain controls over the effective review of the models, assumptions, and data used in developing estimates or changes made to assumptions and data, including those related to reserve estimates associated with allowances for uncollectible amounts receivable for renter obligations for damaged vehicles.
|
•
|
We did not design and maintain effective controls over the review, approval, and documentation of manual journal entries.
|
•
|
We did not design effective controls over certain business processes including our period-end financial reporting process. This includes the identification and execution of controls over the preparation, analysis, and review of significant account reconciliations and closing adjustments required to assess the appropriateness of certain account balances at period end.
|
•
|
To address the material weakness associated with a lack of personnel with sufficient training, knowledge and experience commensurate with our financial reporting requirements, we have continued to hire personnel during 2015 with the appropriate experience, certification, education, and training for all of the key positions in the financial reporting and accounting function and in some cases have created new positions. Consequently, the employees involved in the accounting and financial reporting functions in which misstatements were identified are no longer involved in the accounting or financial reporting functions. In addition, we have taken appropriate remedial actions with respect to certain employees, including termination, reassignments, reprimands, increased supervision, training, and imposition of financial penalties in the form of compensation adjustments. The Company has also taken steps to address the lack of training with respect to the Company’s non-fleet procurement process, which was exacerbated by the lack of training of field personnel as part of our Oracle enterprise resource planning ("ERP") system implementation during 2013. The Company instituted standing monthly training on how to requisition goods and services in the ERP system for new hires as well as an update training for existing users. The Company also provides additional training on an as-needed basis. In order to consider this material weakness to be fully remediated, we believe additional time is needed to demonstrate sustainability as it relates to our revised controls.
|
•
|
To address the material weakness over the non-fleet procurement process, we have strengthened processes and controls for manual accruals and journal entries. In addition, we have enhanced the accrual methodology and controls to ensure completeness over our non-fleet procurement liabilities. We have also improved our controls over vendor approval and set up, maintaining support over payables transactions and ensuring appropriate approvals for payables transactions. Further, as part of our finance transformation initiatives, we will continue to evaluate people, systems and processes related to non-fleet procurement.
|
•
|
To address the material weakness associated with controls over certain accounting estimates, we have taken steps to improve our design and maintenance of effective controls for accounting estimates, including (i) where necessary, we have identified, implemented and documented controls over appropriate accounting methodologies, data, and assumptions for certain accounts, (ii) held trainings with accounting staff in the first quarter of 2015 to ensure there is a thorough understanding of the underlying methodologies implemented, (iii) established policies and procedures for the approval and implementation of new or modified accounting methodologies, (iv) hired accounting personnel with an appropriate level of knowledge and experience to execute the underlying accounting methodologies and (v) established policies and procedures for the review, approval and application of appropriate GAAP for transactions and accounting methodology changes. We are continuing to implement controls over the completeness and accuracy of data and assumptions. In order to
|
•
|
To address the material weakness associated with controls over journal entries, we have enhanced and reinforced procedures to ensure that manual journal entries recorded in our financial records are properly prepared, supported by adequate documentation, and independently reviewed and approved. In order to consider this material weakness fully remediated, we believe additional time is needed to demonstrate sustainability as it relates to the revised controls.
|
•
|
To address the material weakness associated with controls in response to the risk of material misstatement, we are establishing mechanisms to identify, evaluate, and monitor risks to financial reporting throughout the organization to remediate our material weakness in the risk assessment process. We are updating our global risk assessment. We have implemented new procedures and enhanced controls governing our internal management-led Disclosure Committee, sub-certification, and external reporting processes associated with the review and approval of the content of our SEC filings. In order to consider this material weakness fully remediated, we believe additional time is needed to demonstrate sustainability as it relates to the revised controls.
|
•
|
To address the material weakness associated with controls over account reconciliations and other transaction level controls, we have designed, and where appropriate enhanced, controls over the preparation, analysis and review of transactions and the execution of balance sheet and significant account reconciliations. In addition, we have reinforced existing policies and procedure and enacted policy and procedures changes, where necessary, to better define requirements for effective and timely reconciliations of balance sheet and significant accounts, including independent review. We have also implemented a training program specific to the review and preparation of account reconciliations. Lastly, we have implemented transaction controls that address the design deficiencies previously identified. In order to consider this material weakness fully remediated, we believe additional time is needed to demonstrate sustainability as it relates to the revised controls.
|
•
|
Completed account reconciliation and internal controls training for our accounting personnel.
|
•
|
Targeted training of field personnel in our non-fleet procurement process which includes the related Oracle ERP functionality.
|
•
|
Executed interim and certain year end procedures related to internal controls and operational audits.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
HERTZ GLOBAL HOLDINGS, INC.
(Registrant)
|
|
|
|
|
|
By:
|
/s/ THOMAS C. KENNEDY
|
|
Name:
|
Thomas C. Kennedy
|
|
Title:
|
Senior Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|||
|
|
|
|||
/s/ LINDA FAYNE LEVINSON
|
|
Independent Non-Executive Chair of the Board of Directors
|
|||
Linda Fayne Levinson
|
|
|
|||
|
|
|
|||
/s/ JOHN P. TAGUE
|
|
President and Chief Executive Officer, Director
|
|||
John P. Tague
|
|
|
|||
|
|
|
|||
/s/ THOMAS C. KENNEDY
|
|
Senior Executive Vice President and Chief Financial Officer
|
|||
Thomas C. Kennedy
|
|
|
|||
|
|
|
|||
/s/ ROBIN C. KRAMER
|
|
Senior Vice President and Chief Accounting Officer
|
|||
Robin C. Kramer
|
|
|
|||
|
|
|
|||
/s/ CARL T. BERQUIST
|
|
Director
|
|||
Carl T. Berquist
|
|
|
|||
|
|
|
|||
/s/ MICHAEL J. DURHAM
|
|
Director
|
|||
Michael J. Durham
|
|
|
|||
|
|
|
|||
/s/ CAROLYN N. EVERSON
|
|
Director
|
|||
Carolyn N. Everson
|
|
|
|||
|
|
|
|||
s/ VINCENT J. INTRIERI
|
|
Director
|
|||
Vincent J. Intrieri
|
|
|
|||
|
|
|
|||
/s/ HENRY R. KEIZER
|
|
Director
|
|||
Henry R. Keizer
|
|
|
|||
|
|
|
|||
/s/ MICHAEL F. KOEHLER
|
|
Director
|
|||
Michael F. Koehler
|
|
|
|||
|
|
|
|||
/s/ SAMUEL MERKSAMER
|
|
Director
|
|||
Samuel Merksamer
|
|
|
|||
|
|
|
|||
/s/ DANIEL A. NINIVAGGI
|
|
Director
|
|||
Daniel A. Ninivaggi
|
|
|
|||
|
|
|
Exhibit Number
|
Description
|
3.1.1
|
Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 30, 2007).
|
3.1.2
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc., effective as of May 14, 2014 (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 14, 2014).
|
3.2
|
Amended and Restated By-Laws of Hertz Global Holdings, Inc., effective May 14, 2014 (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 14, 2014).
|
4.1.1
|
Indenture, dated as of September 30, 2010, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes Due 2018 (Incorporated by reference to Exhibit 4.21 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 9, 2010).
|
4.1.2
|
First Supplemental Indenture, dated as of March 11, 2011, among Hertz Entertainment Services Corporation, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.2.2 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-173023), as filed on March 23, 2011).
|
4.1.3
|
Second Supplemental Indenture, dated as of March 21, 2011, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.2.3 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-173023), as filed on March 23, 2011).
|
4.1.4
|
Third Supplemental Indenture, dated as of September 2, 2011, among Donlen Corporation, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.2.5 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 7, 2011).
|
4.1.5
|
Fourth Supplemental Indenture, dated as of February 27, 2012, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.2.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 4, 2012).
|
4.1.6
|
Fifth Supplemental Indenture, dated as of March 30, 2012, among Cinelease Holdings, Inc., Cinelease, Inc., Cinelease, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.2.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 4, 2012).
|
4.1.7
|
Sixth Supplemental Indenture, dated as of March 8, 2013, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Rent A Car, Inc., Thrifty, Inc., DTG Supply, Inc., Thrifty Car Sales, Inc., Thrifty Rent-A-Car System, Inc., TRAC Asia Pacific, Inc., Thrifty Insurance Agency, Inc., The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.1.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 2, 2013).
|
4.1.8
|
Seventh Supplemental Indenture, dated as of February 5, 2014, among Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.1.8 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.1.9
|
Eighth Supplemental Indenture, dated as of May 28, 2015, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.1.9 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
Exhibit Number
|
Description
|
4.1.10
|
Ninth Supplemental Indenture, dated as of December 29, 2015, among Rental Car Group Company, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018.*
|
4.2.1
|
Indenture, dated as of December 20, 2010, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes Due 2021 (Incorporated by reference to Exhibit 4.3.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on February 25, 2011).
|
4.2.2
|
First Supplemental Indenture, dated as of March 11, 2011, among Hertz Entertainment Services Corporation, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.3.2 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-173023), as filed on March 23, 2011).
|
4.2.3
|
Second Supplemental Indenture, dated as of March 21, 2011, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.3.3 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-173023), as filed on March 23, 2011).
|
4.2.4
|
Third Supplemental Indenture, dated as of September 2, 2011, among Donlen Corporation, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.3.5 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 7, 2011).
|
4.2.5
|
Fourth Supplemental Indenture, dated as of February 27, 2012, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.3.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 4, 2012).
|
4.2.6
|
Fifth Supplemental Indenture, dated as of March 30, 2012, among Cinelease Holdings, Inc., Cinelease, Inc., Cinelease, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.3.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 4, 2012).
|
4.2.7
|
Sixth Supplemental Indenture, dated as of March 8, 2013, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Rent A Car, Inc., Thrifty, Inc., DTG Supply, Inc., Thrifty Car Sales, Inc., Thrifty Rent-A-Car System, Inc., TRAC Asia Pacific, Inc., Thrifty Insurance Agency, Inc., The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.2.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 2, 2013).
|
4.2.8
|
Seventh Supplemental Indenture, dated as of February 5, 2014, among Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.2.8 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.2.9
|
Eighth Supplemental Indenture, dated as of May 28, 2015, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.2.9 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.2.10
|
Ninth Supplemental Indenture, dated as of December 29, 2015, among Rental Car Group Company, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021.*
|
4.3.1
|
Indenture, dated as of February 8, 2011, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes Due 2019 (Incorporated by reference to Exhibit 4.4.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on February 25, 2011).
|
Exhibit Number
|
Description
|
4.3.2
|
First Supplemental Indenture, dated as of March 11, 2011, among Hertz Entertainment Services Corporation, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.4.2 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-173023), as filed on March 23, 2011).
|
4.3.3
|
Second Supplemental Indenture, dated as of September 2, 2011, among Donlen Corporation, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.4.4 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 7, 2011).
|
4.3.4
|
Third Supplemental Indenture, dated as of February 27, 2012, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.4.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 4, 2012).
|
4.3.5
|
Fourth Supplemental Indenture, dated as of March 30, 2012, among Cinelease Holdings, Inc., Cinelease, Inc., Cinelease, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.4.8 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 4, 2012).
|
4.3.6
|
Fifth Supplemental Indenture, dated as of March 8, 2013, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Rent A Car, Inc., Thrifty, Inc., DTG Supply, Inc., Thrifty Car Sales, Inc., Thrifty Rent-A-Car System, Inc., TRAC Asia Pacific, Inc., Thrifty Insurance Agency, Inc., The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.3.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 2, 2013).
|
4.3.7
|
Sixth Supplemental Indenture, dated as of February 5, 2014, among Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.3.8 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.3.8
|
Seventh Supplemental Indenture, dated as of May 28, 2015, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.3.9 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.3.9
|
Eighth Supplemental Indenture, dated as of December 29, 2015, among Rental Car Group Company, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019.*
|
4.4.1
|
Indenture, dated as of October 16, 2012, between The Hertz Corporation (as successor-in-interest to HDTFS, Inc.), as Issuer, and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of notes in series (Incorporated by reference to Exhibit 4.6.1 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 2, 2012).
|
4.4.2
|
First Supplemental Indenture, dated as of October 16, 2012, between The Hertz Corporation (as successor-in-interest to HDTFS, Inc.), as Issuer, and Wells Fargo Bank, National Association, as Trustee, relating to the 5.875% Senior Notes due 2020 (Incorporated by reference to Exhibit 4.6.2 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 2, 2012).
|
4.4.3
|
Second Supplemental Indenture, dated as of October 16, 2012, between The Hertz Corporation (as successor-in-interest to HDTFS, Inc.), as Issuer, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.250% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.6.3 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 2, 2012).
|
4.4.4
|
Third Supplemental Indenture, dated as of November 19, 2012, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 5.875% Senior Notes due 2020 and the 6.250% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.4.4 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-186328), as filed on January 31, 2013).
|
Exhibit Number
|
Description
|
4.4.5
|
Fourth Supplemental Indenture, dated as of March 8, 2013, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Rent A Car, Inc., Thrifty, Inc., DTG Supply, Inc., Thrifty Car Sales, Inc., Thrifty Rent-A-Car System, Inc., TRAC Asia Pacific, Inc., Thrifty Insurance Agency, Inc., The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 5.875% Senior Notes due 2020 and the 6.250% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.4.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 2, 2013).
|
4.4.6
|
Fifth Supplemental Indenture, dated as of March 28, 2013, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.250% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.4.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 2, 2013).
|
4.4.7
|
Sixth Supplemental Indenture, dated as of February 5, 2014, among Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 5.875% Senior Notes due 2020, the 6.250% Senior Notes due 2022, and the 4.250% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.4.9 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.4.8
|
Seventh Supplemental Indenture, dated as of May 28, 2015, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 5.875% Senior Notes due 2020, the 6.250% Senior Notes due 2022 and the 4.250% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.4.10 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.4.9
|
Eighth Supplemental Indenture, dated as of December 29, 2015, among Rental Car Group Company, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 5.875% Senior Notes due 2020, the 6.250% Senior Notes due 2022 and the 4.250% Senior Notes due 2018.*
|
4.5.1
|
Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Rental Car Asset Backed Notes (Issuable in Series) (Incorporated by reference to Exhibit 4.5.81to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.5.2
|
Third Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of September 18, 2009, between The Hertz Corporation, as Lessee and Servicer, and Hertz Vehicle Financing LLC, as Lessor (Incorporated by reference to Exhibit 4.9.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 6, 2009).
|
4.5.3
|
Amendment No. 1 to the Third Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of December 21, 2010, between The Hertz Corporation, as Lessee and Servicer, and Hertz Vehicle Financing LLC, as Lessor (Incorporated by reference to Exhibit 4.6.4 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on February 25, 2011).
|
4.5.4
|
Amendment No. 2 to the Third Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of November 25, 2013, between The Hertz Corporation, as Lessee and Servicer, and Hertz Vehicle Financing LLC, as Lessor (Incorporated by reference to Exhibit 4.5.4 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.5.5
|
Second Amended and Restated Participation, Purchase and Sale Agreement, dated as of September 18, 2009, among Hertz General Interest LLC, Hertz Vehicle Financing LLC and The Hertz Corporation, as Lessee and Servicer (Incorporated by reference to Exhibit 4.9.8 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 6, 2009).
|
4.5.6
|
Amendment No. 1 to the Second Amended and Restated Purchase and Sale Agreement, dated as of December 21, 2010, among The Hertz Corporation, Hertz Vehicle Financing LLC and Hertz General Interest LLC (Incorporated by reference to Exhibit 4.6.6 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on February 25, 2011).
|
4.5.7
|
Fourth Amended and Restated Collateral Agency Agreement, dated as of November 25, 2013, among Hertz Vehicle Financing LLC, as a Grantor, Hertz General Interest LLC, as a Grantor, DTG Operations, Inc., as a Grantor, The Hertz Corporation, as a Grantor and as Collateral Servicer, The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, and the various financing sources, beneficiaries and grantors party thereto from time to time (Incorporated by reference to Exhibit 4.5.7 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
Exhibit Number
|
Description
|
4.5.8
|
Second Amended and Restated Administration Agreement, dated as of September 18, 2009, among The Hertz Corporation, as Administrator, Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.9.12 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 6, 2009).
|
4.5.9
|
Third Amended and Restated Master Exchange Agreement, dated as of November 25, 2013, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Exchange Inc., and DB Services Americas, Inc. (Incorporated by reference to Exhibit 4.5.9 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.5.10
|
Third Amended and Restated Escrow Agreement, dated as of November 25, 2013, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Exchange Inc., and Deutsche Bank Trust Company Americas (Incorporated by reference to Exhibit 4.5.10 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.5.11
|
Waiver Agreement, dated as of July 18, 2014, among Hertz Vehicle Financing LLC, The Hertz Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
4.5.12
|
Waiver Agreement, dated as of December 5, 2014, among Hertz Vehicle Financing LLC, The Hertz Corporation and the Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 5, 2014).
|
4.5.13
|
Waiver Agreement, dated as of May 28, 2015, among Hertz Vehicle Financing LLC, The Hertz Corporation and the Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.5.13 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.5.14
|
Amendment No. 3 to the Third Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of May 28, 2015, between The Hertz Corporation, as Lessee and Servicer, and Hertz Vehicle Financing LLC, as Lessor (Incorporated by reference to Exhibit 4.5.14 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.6.1
|
Series 2013-1 Supplement, dated as of January 23, 2013, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, between Hertz Vehicle Financing LLC., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.10 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-186328), as filed on January 31, 2013).
|
4.6.2
|
Amendment No. 1 to Series 2013-1 Supplement, dated as of November 25, 2013, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.10.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.7.1
|
Amended and Restated Base Indenture, dated as of February 14, 2007, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.163 to Dollar Thrifty Automotive Group, Inc.'s Form 10-Q for the quarterly period ended March 31, 2007, filed May 7, 2007 (File No. 001-13647)).
|
4.7.2
|
Second Amended and Restated Master Collateral Agency Agreement, dated as of February 14, 2007, among Dollar Thrifty Automotive Group, Inc., Rental Car Finance Corp., DTG Operations, Inc., various financing sources and beneficiaries party thereto and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.170 to Dollar Thrifty Automotive Group, Inc.'s Form 10-Q for the quarterly period ended March 31, 2007, filed May 7, 2007 (File No. 001-13647)).
|
4.8.1
|
Master Exchange and Trust Agreement, dated as of July 23, 2001, among Rental Car Finance Corp., Dollar Rent A Car Systems, Inc., Thrifty Rent-A-Car System, Inc., Chicago Deferred Exchange Corporation, VEXCO, LLC and The Chicago Trust Company (incorporated by reference to Exhibit 4.46 to Dollar Thrifty Automotive Group, Inc.'s Form 10-Q for the quarterly period ended September 30, 2001, filed November 13, 2001 (File No. 001-13647)).
|
Exhibit Number
|
Description
|
4.8.2
|
Amendment No. 1 to Second Amended and Restated Master Collateral Agency Agreement, dated as of June 2, 2009, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Rental Car Finance Corp., the financing sources and beneficiaries named therein and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.210 to Dollar Thrifty Automotive Group, Inc.'s Form 8-K, filed June 8, 2009 (File No. 001-13647)).
|
4.8.3
|
Amendment No. 1 to Master Exchange and Trust Agreement, dated as of April 23, 2010, among Rental Car Finance Corp., DTG Operations, Inc., Thrifty Rent-A-Car System, Inc., Chicago Deferred Exchange Company, LLC, VEXCO, LLC and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.224 to Dollar Thrifty Automotive Group, Inc.'s Form 10-Q for the quarterly period ended June 30, 2010, filed August 3, 2010 (File No. 001-13647)).
|
4.8.4
|
Collateral Assignment of Exchange Agreement, dated as of October 28, 2010, among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.225 to Dollar Thrifty Automotive Group, Inc.'s Form 10-Q for the quarterly period ended September 30, 2010, filed November 2, 2010 (File No. 001-13647)).
|
4.8.5
|
Amendment No. 1 to Collateral Assignment of Exchange Agreement, dated as of November 25, 2013, among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, as master collateral agent (Incorporated by reference to Exhibit 4.11.7 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.8.6
|
Third Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group
VII), dated as of June 17, 2015, among Rental Car Finance Corp., as lessor, DTG Operations, Inc., as lessee and servicer, The Hertz Corporation, as lessee and guarantor, and those permitted lessees from time to time becoming lessees and servicers thereunder, and Dollar Thrifty Automotive Group, Inc., as master servicer (Incorporated by reference to Exhibit 4.14.12 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015). |
4.8.7
|
Amendment No. 2 to Master Exchange and Trust Agreement, dated as of October 28, 2010, among Rental Car Finance Corp., DTG Operations, Inc., Thrifty Rent-A-Car System, Inc., DB Like-Kind Exchange Services Corp., VEXCO, LLC and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.229 to Dollar Thrifty Automotive Group, Inc.'s Form 10-Q for the quarterly period ended September 30, 2010, filed November 2, 2010 (File No. 001-13647)).
|
4.8.8
|
Amendment No. 3 to Master Exchange and Trust Agreement, dated as of December 3, 2013, among Rental Car Finance Corp., DTG Operations, Inc., Thrifty Rent-A-Car System, Inc., DB Like-Kind Exchange Services Corp., VEXCO, LLC and Deutsche Bank Trust Company Americas (Incorporated by reference to Exhibit 4.11.10 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.8.9
|
Amendment No. 2 to Second Amended and Restated Master Collateral Agency Agreement, dated as of July 18, 2011, among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as master collateral agent (incorporated by reference to Exhibit 4.240 to Dollar Thrifty Automotive Group, Inc.'s Form 10-Q for the quarterly period ended June 30, 2011, filed August 8, 2011 (File No. 001-13647)).
|
4.8.10
|
Fourth Amended and Restated Series 2010-3 Supplement, dated as of June 17, 2015, among Rental Car Finance Corp., as issuer, Deutsche Bank Trust Company Americas, as trustee, and Hertz Vehicle Financing II LP, as Series 2010-3 Noteholder (Incorporated by reference to Exhibit 4.14.11 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.8.11
|
Amendment No. 1, dated as of December 3, 2015, to the Third Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII), dated as of December 3, 2015, among Rental Car Finance Corp., as lessor, DTG Operations, Inc., as lessee and servicer, The Hertz Corporation, as lessee and guarantor, and those permitted lessees from time to time becoming lessees and servicers thereunder, and Dollar Thrifty Automotive Group, Inc., as master servicer (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 8, 2015).
|
4.8.12
|
Amendment No. 3 to the Second Amended and Restated Master Collateral Agency Agreement, dated as of December 3, 2015, among Dollar Thrifty Automotive Group, Inc., Rental Car Finance Corp., DTG Operations, Inc., various financing sources and beneficiaries party thereto and Deutsche Bank Trust Company Americas, as master collateral agent (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 8, 2015).
|
Exhibit Number
|
Description
|
4.8.13
|
Amendment No. 1, dated as of December 3, 2015, to the Fourth Amended and Restated Series 2010-3 Supplement, dated as of July 17, 2015, among Rental Car Finance Corp., as issuer, Deutsche Bank Trust Company Americas, as trustee, and Hertz Vehicle Financing II LP, as Series 2010-3 Noteholder (Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 8, 2015).
|
4.9
|
Amended and Restated Series 2010-3 Administration Agreement, dated as of June 17, 2015, among Rental Car Finance Corp., The Hertz Corporation, and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit 4.11.2 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.10.1
|
Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (Series 2013-G1), dated as of October 31, 2014, among The Hertz Corporation, as Lessee, Servicer, and Guarantor, DTG Operations, Inc., as a Lessee, Hertz Vehicle Financing LLC, as Lessor, and those permitted lessees from time to time becoming lessees thereunder (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
4.10.2
|
Amended and Restated Series 2013-G1 Supplement, dated as of October 31, 2014, among Hertz Vehicle Financing LLC, as Issuer, Hertz Vehicle Financing II LP, as Series 2013-G1 Noteholder, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
4.10.3
|
Amended and Restated Series 2013-G1 Administration Agreement, dated as of October 31, 2014, among The Hertz Corporation, Hertz Vehicle Financing LLC, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
4.10.4
|
Second Amended and Restated Series 2014-A Supplement, dated as of December 3, 2015, among Hertz Vehicle Financing II LP, as Issuer, The Hertz Corporation, as Group I Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, certain Committed Note Purchasers, certain Conduit Investors, certain Funding Agents, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Group I Supplement, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 8, 2015).
|
4.10.5
|
Amendment No. 1 to the Amended and Restated Series 2013-G1 Supplement, dated as of June 17, 2015, among Hertz Vehicle Financing LLC, as Issuer, Hertz Vehicle Financing II LP, as Series 2013-G1 Noteholder, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.12.5 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.10.6
|
Amendment No. 1 to the Amended and Restated Series 2014-A Supplement, dated as of June 17, 2015, among Hertz Vehicle Financing II LP, as Issuer, The Hertz Corporation, as Group I Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, Certain Committed Note Purchasers, Certain Conduit Investors, Certain Funding Agents, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Group I Supplement, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.12.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
Exhibit Number
|
Description
|
4.11
|
Master Purchase and Sale Agreement, dated as of November 25, 2013, among The Hertz Corporation, as Transferor, Hertz General Interest LLC, as Transferor, Hertz Vehicle Financing LLC, as Transferor, and the new transferors party thereto from time to time (Incorporated by reference to Exhibit 4.17 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).
|
4.12.1
|
Amended and Restated Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Rental Car Asset Backed Notes (Issuable in Series) (Incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
4.12.2
|
Amended and Restated Group I Supplement, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
4.12.3
|
Second Amended and Restated Series 2013-A Supplement, dated as of December 3, 2015, among Hertz Vehicle Financing II LP, as Issuer, The Hertz Corporation, as Group I Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, certain Committed Note Purchasers, certain Conduit Investors, certain Funding Agents, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Group I Supplement, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 8, 2015).
|
4.12.4
|
Amended and Restated Group II Supplement, dated as of June 17, 2015, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.14.9 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.12.5
|
Second Amended and Restated Series 2013-B Supplement, dated as of December 3, 2015, among Hertz Vehicle Financing II LP, as Issuer, The Hertz Corporation, as Group II Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, certain Committed Note Purchasers, certain Conduit Investors, certain Funding Agents, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Group II Supplement, dated as of June 17, 2015, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 8, 2015).
|
4.12.6
|
Amended and Restated Group I Administration Agreement, dated as of October 31, 2014, among The Hertz Corporation, Hertz Vehicle Financing II LP, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
4.12.7
|
Amended and Restated Group II Administration Agreement, dated as of June 17, 2015, among The Hertz Corporation, Hertz Vehicle Financing II LP, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.14.10 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015, as amended by Amendment No. 1 filed on November 9, 2015).
|
4.12.8
|
Waiver and Consent, dated as of May 16, 2014, among The Hertz Corporation, Hertz Vehicle Financing II LP, Hertz Vehicle Financing LLC, Rental Car Finance Corp., DTG Operations, Inc. and the Lenders party thereto (Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
Exhibit Number
|
Description
|
10.1.4
|
Amendment No. 2, dated as of April 8, 2013, to that certain Credit Agreement, dated as of March 11, 2011, among The Hertz Corporation, the several banks and financial institutions parties thereto as Lenders, and Deutsche Bank AG New York Branch, as Administrative Agent (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on April 8, 2013).
|
10.1.5
|
Amendment and Waiver, dated as of December 15, 2014, among The Hertz Corporation, the several banks and financial institutions party thereto as lenders and Deutsche Bank AG New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 16, 2014).
|
10.2.1
|
Credit Agreement, dated as of March 11, 2011, among Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG Canada Branch, as Canadian Agent and Canadian Collateral Agent, Wells Fargo Bank, National Association, as Co-Collateral Agent, Wells Fargo Capital Finance, LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as Co-Documentation Agents (referred to as the Senior ABL Facility) (Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 17, 2011).
|
10.2.2
|
U.S. Guarantee and Collateral Agreement, dated as of March 11, 2011, between Hertz Investors, Inc., The Hertz Corporation and certain of its subsidiaries and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, relating to the Senior ABL Facility (Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 17, 2011).
|
10.2.3
|
Canadian Guarantee and Collateral Agreement, dated as of March 11, 2011, among Matthews Equipment Limited, Western Shut-Down (1995) Limited, Hertz Canada Equipment Rental Partnership, 3222434 Nova Scotia Company and certain of their subsidiaries and Deutsche Bank AG Canada Branch, as Canadian Agent and Canadian Collateral Agent, relating to the Senior ABL Facility (Incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 17, 2011).
|
10.2.4
|
Second Amendment, dated as of October 31, 2014, to the Credit Agreement, dated as of March 11, 2011, among Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG Canada Branch, as Canadian Agent and Canadian Collateral Agent, Wells Fargo Bank, National Association, as Co-Collateral Agent, Wells Fargo Capital Finance, LLC, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
10.2.5
|
Increase Supplement, dated as of October 31, 2014, by and among The Hertz Corporation and the lender parties signatory thereto (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
10.2.6
|
Lender Joinder Agreement, dated as of October 31, 2014, by and among The Hertz Corporation, Deutsche Bank AG New York Branch, Bank of America N.A. and Wells Fargo Bank, National Association, each an issuing lender, Deutsche Bank AG New York Branch, as swing line lender, Deutsche Bank AG New York Branch, as Administrative Agent, and SunTrust Bank, Royal Bank of Canada, and ING Capital LLC, each an additional commitment lender (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
10.2.7
|
Waiver and Consent, dated as of May 16, 2014, among The Hertz Corporation, Hertz Equipment Rental Corporation, the Canadian Borrowers, the several banks and financial institutions parties thereto as Lenders, and Deutsche Bank AG New York Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
Exhibit Number
|
Description
|
10.2.8
|
Extension of Waiver and Consent, dated as of June 12, 2014, among The Hertz Corporation, Hertz Equipment Rental Corporation, the Canadian Borrowers, the several banks and financial institutions parties thereto as Lenders, Deutsche Bank AG New York Branch, as Administrative Agent, and Deutsche Bank AG Canada Branch, as Canadian Agent (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
10.2.9
|
Designation Letter, dated as of November 3, 2014, among The Hertz Corporation, Mizuho Bank and Deutsche Bank AG New York Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 4, 2014).
|
10.2.10
|
Waiver and Consent, dated as of June 17, 2015, among The Hertz Corporation, Hertz Equipment Rental Corporation, the Canadian Borrowers, the several banks and financial institutions parties thereto as Lenders, and Deutsche Bank AG New York Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.2.10 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 10, 2015).
|
10.3.1
|
Hertz Global Holdings, Inc. Amended and Restated Stock Incentive Plan (Incorporated by reference to Exhibit 10.4.1 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 9, 2015).†
|
10.3.2
|
Form of Stock Subscription Agreement under Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of The Hertz Corporation (File No. 001-07541), as filed on March 31, 2006).†
|
10.3.3
|
Form of Stock Option Agreement under Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of The Hertz Corporation (File No. 001-07541), as filed on March 31, 2006).†
|
10.3.4
|
Form of Management Stock Option Agreement under the Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 16, 2007).†
|
10.4.1
|
Hertz Global Holdings, Inc. Director Stock Incentive Plan (Incorporated by reference to Exhibit 10.33 to Amendment No. 6 to the Registration Statement on Form S-1 of Hertz Global Holdings, Inc. (File No. 333-135782), as filed on November 8, 2006).†
|
10.4.2
|
Form of Director Stock Option Agreement under Director Stock Incentive Plan (Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on February 29, 2008).†
|
10.5.1
|
Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (as amended and restated, effective as of March 4, 2010) (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on June 1, 2010).†
|
10.5.2
|
Amendment No. 1 dated as of May 12, 2014 to the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (as amended and restated, effective as of March 4, 2010) (Incorporated by reference to Exhibit 10.6.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.5.3
|
Form of Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on June 1, 2010).†
|
10.5.4
|
Form of Restricted Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on June 1, 2010).†
|
10.5.5
|
Form of Employee Stock Option Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on June 1, 2010).†
|
10.5.6
|
Form of Director Stock Option Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on June 1, 2010).†
|
10.5.7
|
Form of Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for agreements entered into after January 1, 2011) (Incorporated by reference to Exhibit 10.6.6 to the Registration Statement on Form S-4 (File No. 333-173023) of The Hertz Corporation, as filed on March 23, 2011).†
|
Exhibit Number
|
Description
|
10.5.8
|
Form of Special Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan approved for fiscal year 2011 grant to Mark P. Frissora (Incorporated by reference to Exhibit 10.6.7 to the Registration Statement on Form S-4 (File No. 333-173023) of The Hertz Corporation, as filed on March 23, 2011).†
|
10.5.9
|
Form of Price Vested Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.7.8 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 3, 2012).†
|
10.5.10
|
Form of Non-Employee Director Restricted Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.7.9 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 3, 2012).†
|
10.5.11
|
Form of Director Designee Restricted Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.7.10 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 3, 2012).†
|
10.5.12
|
Form of Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for EBITDA margin awards with 2-year vesting schedule) (Incorporated by reference to Exhibit 10.6.11 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 2, 2013).†
|
10.5.13
|
Form of Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for EBITDA margin awards with 3-year vesting schedule) (Incorporated by reference to Exhibit 10.6.12 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on May 2, 2013).†
|
10.5.14
|
Form of Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for EBITDA awards in 2014) (Incorporated by reference to Exhibit 10.6.13 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).†
|
10.5.15
|
Form of Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for EBITDA margin awards in 2014) (Incorporated by reference to Exhibit 10.6.14 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014).†
|
10.5.16
|
Form of Performance Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for awards in 2015) (Incorporated by reference to Exhibit 10.6.16 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.5.17
|
Form of Restricted Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for awards in 2015) (Incorporated by reference to Exhibit 10.6.17 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.6
|
The Hertz Corporation Supplemental Retirement and Savings Plan (as amended and restated, effective December 19, 2014) (Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.7
|
The Hertz Corporation Supplemental Executive Retirement Plan (as amended and restated, effective October 22, 2014) (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on October 22, 2014).†
|
10.8
|
The Hertz Corporation Benefit Equalization Plan (as amended and restated, effective October 22, 2014) (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on October 22, 2014).†
|
10.9
|
Hertz Global Holdings, Inc. Senior Executive Bonus Plan (Incorporated by reference to 10.6 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on June 1, 2010).†
|
10.10.1
|
Hertz Global Holdings, Inc. Severance Plan for Senior Executives (Incorporated by reference to Exhibit 10.39 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 7, 2008).†
|
10.10.2
|
Amendment to the Hertz Global Holdings, Inc. Severance Plan for Senior Executives, effective as of November 14, 2012 (Incorporated by reference to Exhibit 10.11.2 of the Registration Statement on Form S-4 of The Hertz Corporation (File No. 333-186328), as filed on January 31, 2013).†
|
Exhibit Number
|
Description
|
10.22
|
Offer Letter, signed on December 2, 2013, between Thomas C. Kennedy and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 2, 2013).†
|
10.23
|
Separation Agreement and General Release, dated as of August 18, 2014, by and between Scott P. Sider, Hertz Global Holdings, Inc. and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on August 19, 2014).†
|
10.24
|
Nomination and Standstill Agreement, dated September 15, 2014, by and among the persons and entities listed on Schedule A thereto and Hertz Global Holdings, Inc. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on September 16, 2014).
|
10.25
|
Confidentiality Agreement, dated September 15, 2014, by and among the persons and entities listed on Schedule A thereto and Hertz Global Holdings, Inc. (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on September 16, 2014).
|
10.26
|
Separation Agreement and General Release, dated as of September 15, 2014, by and between Mark P. Frissora, Hertz Global Holdings, Inc. and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on September 19, 2014).†
|
10.27
|
Letter Agreement, dated as of November 10, 2014, between Hertz Global Holdings, Inc. and Brian MacDonald (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 14, 2014).†
|
10.28
|
Term Sheet for Employment Arrangements with Chief Executive Officer, dated as of November 20, 2014, between Hertz Global Holdings, Inc. and John P. Tague (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on November 25, 2014).†
|
10.29
|
Separation Agreement and General Release, dated as of December 1, 2014, by and between J. Jeffrey Zimmerman, Hertz Global Holdings, Inc. and The Hertz Corporation (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 5, 2014).†
|
10.30
|
Employment Agreement, dated as of November 21, 2014, between Hertz Global Holdings, Inc. and John P. Tague (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 22, 2014). †
|
10.31
|
Change in Control Severance Agreement, dated as of November 21, 2014, between Hertz Global Holdings, Inc. and John P. Tague (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on December 22, 2014).†
|
10.32
|
Letter Agreement between Hertz Global Holdings, Inc. and John P. Tague, dated March 31, 2015 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation (File No. 001-07541), as filed on April 3, 2015).†
|
10.33
|
Separation Agreement, dated as of May 26, 2015, by and among Brian MacDonald, Hertz Global Holdings, Inc. and The Hertz Corporation (Incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.34
|
Special Award Agreement, effective as of July 1, 2014, by and between Robert J. Stuart and The Hertz Corporation (Incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.35
|
Separation Agreement, dated as of July 1, 2015 by and among Richard Broome, Hertz Global Holdings, Inc., and The Hertz Corporation (Incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.36
|
Letter Agreement dated June 30, 2015, by and between John P. Tague and Hertz Global Holdings, Inc. (Incorporated by reference to Exhibit 10.41 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
10.37
|
Compensation Letter, dated as of January 20, 2015, from The Hertz Corporation to Thomas C. Kennedy (Incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on July 16, 2015).†
|
Exhibit Number
|
Description
|
10.38
|
Term Sheet for Employment Arrangements with Thomas J. Sabatino, Jr., dated as of January 16, 2015, between Hertz Global Holdings, Inc. and Thomas J. Sabatino, Jr.†*
|
10.39
|
Term Sheet for Employment Arrangements with Tyler Best, dated as of December 23, 2014, between Hertz Global Holdings, Inc. and Tyler Best.†*
|
10.40
|
Term Sheet for Employment Arrangements with Jeffrey T. Foland, dated as of January 15, 2015, between Hertz Global Holdings, Inc. and Jeffrey T. Foland.†*
|
12.1
|
Computation of Consolidated Ratio of Earnings to Fixed Charges (Unaudited) for the years ended December 31, 2015, 2014, 2013, 2012 and 2011.*
|
21.1
|
Subsidiaries of Hertz Global Holdings, Inc.*
|
23.1
|
Consent of Independent Registered Certified Public Accounting Firm.*
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.*
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
Start Date:
|
February 9, 2015.
|
Position:
|
Senior Executive Vice President, Chief Administrative Officer and General Counsel of the Companies.
|
Duties:
|
As assigned by the Chief Executive Officer (the “
CEO
”) from time to time, consistent with the position.
|
Annual Base Salary:
|
$700,000.
|
Buyout Compensation
|
In respect of amounts forfeited by Executive at his prior employment due to leaving to work for the Companies:
• $1,500,000 cash, payable no later than five business days following the Start Date.
• A number of restricted stock units with a value equal to $5,000,000 (as determined based on the closing price of Holdings common stock on the Start Date) (the “
Buyout RSUs
”), granted as soon as practicable following the date that the Form S-8 on file with respect to the Holdings’ 2008 Omnibus Incentive Plan (the “
Stock Plan
”) becomes effective.
The Buyout RSUs shall vest (i) 50% on July 12, 2016 (or immediately upon grant if granted later) and (ii) 50% on January 12, 2018 (or immediately upon grant if granted later), in each case, subject to continued employment through the applicable vesting date. The Buyout RSUs shall be subject to accelerated vesting upon an earlier termination by the Companies without “Cause” (as defined in Holdings’ Severance Plan for Senior Executives (the “
Severance Plan
”)) or on account of Executive’s “Permanent Disability” (as defined in the Severance Plan) or death. Except as provided in the immediately preceding sentence, the Buyout RSUs shall be forfeited if Executive is not employed on the applicable vesting date (including, without limitation as a result of resignation or termination for Cause).
|
Annual Bonus:
|
Target of 135% of Annual Base Salary, up to a maximum amount of 160% of Annual Base Salary, subject to Executive’s continued employment through the payment date and based on performance metrics determined by the Compensation Committee (the “
Committee
”) of the Holdings Board of Directors (the “
Board
”). 2015 Annual Bonus shall be no less than target.
For 2015, an additional Annual Bonus opportunity of up to 40% of Annual Base Salary, based on performance metrics determined by the Committee or the CEO.
|
Annual Equity Grant:
|
Subject to the immediately following paragraph, Executive shall receive annual equity grants at the same time as senior executives of the Companies generally. The value of the annual grant in 2015 shall be comprised of 50% stock options (the “
Annual Options
”) and 50% performance stock units (the “
Annual PSUs
”), with (i) the value of the Annual Options determined consistently with the same valuation model most recently used by Holdings to report stock option grants on its financial statements, with any applicable assumptions updated to the date of grant as and if determined by the Committee, and (ii) the value of Annual PSUs determined based on the closing price of Holdings common stock on the Start Date. The target value of the 2015 Annual Equity Grant shall be $4,000,000, there shall be no 2016 Annual Equity Grant, and the target value of each Annual Equity Grant after 2016 shall be $2,000,000.
The 2015 Annual Options shall be granted on the Start Date (at an exercise price equal to the closing price of Holdings common stock on the Start Date) and shall vest at a rate of 20% on each of the first five anniversaries of the grant date, generally subject to continued employment. Such Annual Options shall expire 5 years and 30 days after grant, or such earlier date as determined in accordance with Holdings’ standard form of stock option agreement in connection with a termination of Executive’s employment. Treatment upon termination, and other terms, to be consistent with Holdings standard form of stock option agreement then in effect.
The 2015 Annual PSUs shall vest based on the attainment of performance metrics established by the Committee over the period 2015-2017, generally subject to continued employment through the date that the performance goals are determined by the Committee to be satisfied. The performance metrics are anticipated to be based on financial objectives consistent with those applicable to other senior executives, including stock price/TSR, and revenue efficiency measures. Treatment upon termination, and other terms, to be consistent with Holdings standard form of performance stock unit agreement then in effect.
The form and terms of the Annual Equity Grant after 2015 shall be determined by the Companies and are expected to be consistent with those granted to other senior executives of the Companies.
Notwithstanding anything contained herein to the contrary, in no event shall any Annual Options become exercisable, or any Annual PSUs be granted, prior to the date that the Form S-8 on file with respect to the Stock Plan becomes effective.
|
Employee Benefits and
Fringe Benefits: |
Executive shall be eligible for employee benefits and fringe benefits (including company car benefits) on the same basis as other executive vice presidents of the Companies generally.
Executive shall be reimbursed for reasonable travel, lodging and meal expenses in accordance with the Companies’ expense reimbursement policy.
|
Hertz Global Holdings, Inc.
|
|
By:
/s/ John Tague
Name: John Tague
Title: Chief Executive Officer
|
|
|
|
By:
/s/ Thomas J. Sabatino, Jr.
Thomas J. Sabatino, Jr. |
|
Start Date:
|
January 26, 2015.
|
Position:
|
Executive Vice President and Chief Information Officer of the Companies.
|
Duties:
|
As assigned by the Chief Executive Officer (the “
CEO
”) from time to time, consistent with the position.
|
Annual Base Salary:
|
$600,000.
|
Sign-On Bonus and Buyout Compensation
|
$2,000,000, payable no later than five business days following the Start Date; subject to repayment if Executive resigns or is terminated by the Companies with Cause (as defined in Holdings’ Severance Plan for Senior Executives (the “
Severance Plan
”)) prior to December 31, 2015.
|
Annual Bonus:
|
Target of 100% of Annual Base Salary, up to a maximum amount of 150% of Annual Base Salary, subject to Executive’s continued employment through the payment date and based on performance metrics determined by the Compensation Committee (the “
Committee
”) of the Holdings Board of Directors (the “
Board
”). 2015 Annual Bonus shall be no less than target.
For 2015, an additional Annual Bonus opportunity of up to 50% of Annual Base Salary, based on performance metrics determined by the Committee or the CEO.
|
Annual Equity Grant:
|
Subject to the immediately following paragraph, Executive shall receive annual equity grants at the same time as senior executives of the Companies generally. The value of the annual grant in 2015 shall be comprised of 50% stock options (the “
Annual Options
”) and 50% performance stock units (the “
Annual PSUs
”), with (i) the value of the Annual Options determined consistently with the same valuation model most recently used by Holdings to report stock option grants on its financial statements, with any applicable assumptions updated to the date of grant as and if determined by the Committee, and (ii) the value of Annual PSUs determined based on the closing price of Holdings common stock on the Start Date. The target value of the 2015 Annual Equity Grant shall be $3,200,000, there shall be no 2016 Annual Equity Grant, and the target value of each Annual Equity Grant after 2016 shall be $1,600,000.
The 2015 Annual Options shall be granted on the Start Date (at an exercise price equal to the closing price of Holdings common stock on the Start Date) and shall vest in equal installments on each of the first three anniversaries of the grant date, generally subject to continued employment. Such Annual Options shall expire 5 years and 30 days after grant, or such earlier date as determined in accordance with Holdings’ standard form of stock option agreement in connection with a termination of Executive’s employment. Treatment upon termination, and other terms, to be consistent with Holdings standard form of stock option agreement then in effect.
The 2015 Annual PSUs shall vest based on the attainment of performance metrics established by the Committee over the period 2015-2017, generally subject to continued employment through the date that the performance goals are determined by the Committee to be satisfied. The performance metrics are anticipated to be based on financial objectives consistent with those applicable to other senior executives, including stock price/TSR, and revenue efficiency measures. Treatment upon termination, and other terms, to be consistent with Holdings standard form of performance stock unit agreement then in effect.
The form and terms of the Annual Equity Grant after 2015 shall be determined by the Companies and are expected to be consistent with those granted to other senior executives of the Companies.
Notwithstanding anything contained herein to the contrary, in no event shall any Annual Options become exercisable, or any Annual PSUs be granted, prior to the date that the Form S-8 on file with respect to the Stock Plan becomes effective.
|
Employee Benefits and
Fringe Benefits: |
Executive shall be eligible for employee benefits and fringe benefits (including company car benefits) on the same basis as other executive vice presidents of the Companies generally.
Executive shall be reimbursed for reasonable travel, lodging and meal expenses in accordance with the Companies’ expense reimbursement policy.
|
Relocation Package:
|
If Executive relocates to Estero, Florida, he shall be eligible for reimbursement of certain expenses incurred in connection therewith (including reasonable transaction expenses incurred in connection with the purchase of a residence in or around Estero, Florida), in accordance with the terms of Holding’s Senior Executive Relocation Policy For The Headquarters Move to Estero, Florida.
|
Hertz Global Holdings, Inc.
|
|
By:
/s/ John Tague__________
Name: John Tague
Title: Chief Executive Officer
|
|
|
|
By:
/s/Tyler Best___________
Tyler Best |
|
Start Date:
|
To be mutually agreed between Holdings and Executive, but in no event later than January 31, 2015.
|
Position:
|
Senior Executive Vice President and Chief Revenue Officer of the Companies.
|
Duties:
|
As assigned by the Chief Executive Officer (the “
CEO
”) from time to time, consistent with the position.
|
Annual Base Salary:
|
$850,000.
|
Buyout Compensation
|
In respect of amounts forfeited by Executive at his prior employment due to leaving to work for the Companies:
• $1,500,000 cash, payable no later than five business days following the Start Date.
• A number of restricted stock units with a value equal to $7,500,000 (as determined based on the closing price of Holdings common stock on the Start Date) (the “
Buyout RSUs
”), granted as soon as practicable following the date that the Form S-8 on file with respect to the Holdings’ 2008 Omnibus Incentive Plan (the “
Stock Plan
”) becomes effective.
The Buyout RSUs shall vest (i) 50% on July 12, 2016 (or immediately upon grant if granted later) and (ii) 50% on January 12, 2018 (or immediately upon grant if granted later), in each case, subject to continued employment through the applicable vesting date. The Buyout RSUs shall be subject to accelerated vesting upon an earlier termination by the Companies without “Cause” (as defined in Holdings’ Severance Plan for Senior Executives (the “
Severance Plan
”)) or on account of Executive’s “Permanent Disability” (as defined in the Severance Plan) or death. Except as provided in the immediately preceding sentence, the Buyout RSUs shall be forfeited if Executive is not employed on the applicable vesting date (including, without limitation as a result of resignation or termination for Cause).
|
Annual Bonus:
|
Target of 135% of Annual Base Salary, up to a maximum amount of 160% of Annual Base Salary, subject to Executive’s continued employment through the payment date and based on performance metrics determined by the Compensation Committee (the “
Committee
”) of the Holdings Board of Directors (the “
Board
”). 2015 Annual Bonus shall be no less than target.
For 2015, an additional Annual Bonus opportunity of up to 40% of Annual Base Salary, based on performance metrics determined by the Committee or the CEO.
|
Annual Equity Grant:
|
Subject to the immediately following paragraph, Executive shall receive annual equity grants at the same time as senior executives of the Companies generally. The value of the annual grant in 2015 shall be comprised of 50% stock options (the “
Annual Options
”) and 50% performance stock units (the “
Annual PSUs
”), with (i) the value of the Annual Options determined consistently with the same valuation model most recently used by Holdings to report stock option grants on its financial statements, with any applicable assumptions updated to the date of grant as and if determined by the Committee, and (ii) the value of Annual PSUs determined based on the closing price of Holdings common stock on the Start Date. The target value of the 2015 Annual Equity Grant shall be $5,000,000, there shall be no 2016 Annual Equity Grant, and the target value of each Annual Equity Grant after 2016 shall be $2,500,000.
The 2015 Annual Options shall be granted on the Start Date (at an exercise price equal to the closing price of Holdings common stock on the Start Date) and shall vest at a rate of 20% on each of the first five anniversaries of the grant date, generally subject to continued employment. Such Annual Options shall expire 5 years and 30 days after grant, or such earlier date as determined in accordance with Holdings’ standard form of stock option agreement in connection with a termination of Executive’s employment. Treatment upon termination, and other terms, to be consistent with Holdings standard form of stock option agreement then in effect.
The 2015 Annual PSUs shall vest based on the attainment of performance metrics established by the Committee over the period 2015-2017, generally subject to continued employment through the date that the performance goals are determined by the Committee to be satisfied. The performance metrics are anticipated to be based on financial objectives consistent with those applicable to other senior executives as well as revenue efficiency and performance improvement targets. Treatment upon termination, and other terms, to be consistent with Holdings’ standard form of performance stock unit agreement then in effect.
The form and terms of the Annual Equity Grant after 2015 shall be determined by the Companies and are expected to be consistent with those granted to other senior executives of the Companies.
Notwithstanding anything contained herein to the contrary, in no event shall any Annual Options become exercisable, or any Annual PSUs be granted, prior to the date that the Form S-8 on file with respect to the Stock Plan becomes effective.
|
Employee Benefits and
Fringe Benefits: |
Executive shall be eligible for employee benefits and fringe benefits (including company car benefits) on the same basis as other executive vice presidents of the Companies generally.
Executive shall be reimbursed for reasonable travel, lodging and meal expenses in accordance with the Companies’ expense reimbursement policy.
|
Relocation Package:
|
Executive shall perform his duties at the Companies’ offices in Estero, Florida. Executive shall be eligible for reimbursement of certain expenses incurred in connection with his relocation to Estero, Florida (including reasonable transaction expenses incurred in connection with the purchase of a residence in or around Estero, Florida), in accordance with the terms of Holding’s Senior Executive Relocation Policy For The Headquarters Move to Estero, Florida.
|
Hertz Global Holdings, Inc.
|
|
By:
/s/ John Tague
Name: John Tague
Title: Chief Executive Officer
|
|
|
|
By:
/s/ Jeffrey T. Foland
Jeffrey T. Foland |
|
Positions
|
Severance Factor
|
Severance Period
|
Group President RAC International
|
2.0
|
24 months
|
Chief Executive Officer, Senior Executive Vice President, Executive Vice President
|
1.5
|
18 months
|
|
Years ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Income (loss) before income taxes
|
341
|
|
|
(23
|
)
|
|
603
|
|
|
365
|
|
|
255
|
|
|||||
Interest expense
|
624
|
|
|
667
|
|
|
717
|
|
|
649
|
|
|
699
|
|
|||||
Portion of rent estimated to represent the interest factor
|
204
|
|
|
219
|
|
|
215
|
|
|
151
|
|
|
146
|
|
|||||
Earnings before income taxes and fixed charges
|
$
|
1,169
|
|
|
$
|
863
|
|
|
$
|
1,535
|
|
|
$
|
1,165
|
|
|
$
|
1,100
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (including capitalized interest)
|
$
|
626
|
|
|
$
|
670
|
|
|
$
|
721
|
|
|
$
|
653
|
|
|
$
|
701
|
|
Portion of rent estimated to represent the interest factor
|
204
|
|
|
219
|
|
|
215
|
|
|
151
|
|
|
146
|
|
|||||
Fixed charges
|
$
|
830
|
|
|
$
|
889
|
|
|
$
|
936
|
|
|
$
|
804
|
|
|
$
|
847
|
|
Ratio of earnings to fixed charges
|
1.4
|
|
|
(a)
|
|
|
1.6
|
|
|
1.4
|
|
|
1.3
|
|
(a)
|
Earnings before income taxes and fixed charges for the year ended December 31, 2014 were inadequate to cover fixed charges for the period by
$26 million
.
|
A.
|
U.S. and Countries Outside Europe
|
Companies Listed by Country
|
State or Jurisdiction
of Incorporation
|
Doing Business As
|
United States
|
|
|
Thrifty Insurance Agency, Inc.
|
Arkansas
|
|
CCMG HERC Sub, Inc.
|
Delaware
|
|
Cinelease Holdings, Inc.
|
Delaware
|
|
DNRS II LLC
|
Delaware
|
|
DNRS LLC
|
Delaware
|
|
Dollar Thrifty Automotive Group, Inc.
|
Delaware
|
|
Donlen FSHCO Company
|
Delaware
|
|
Donlen Trust
|
Delaware
|
|
Eileo, Inc.
|
Delaware
|
|
Executive Ventures, Ltd.
|
Delaware
|
|
Firefly Rent A Car LLC
|
Delaware
|
Firefly
|
HCM Marketing Corporation
|
Delaware
|
|
HERC Intermediate Holdings, LLC
|
Delaware
|
|
Hertz Aircraft, LLC
|
Delaware
|
|
Hertz Canada Vehicles Partnership
|
Delaware
|
|
Hertz Car Sales LLC
|
Delaware
|
Hertz Car Sales
|
Hertz Claim Management Corporation
|
Delaware
|
|
Hertz Dealership One LLC
|
Delaware
|
|
Hertz Entertainment Services Corporation
|
Delaware
|
|
Hertz Equipment Rental Corporation
|
Delaware
|
Hertz Equipment Rental Sales
Hertz Equipment Sales
Hertz Service Pump & Compressor
Service Pump & Compressor
|
Hertz Equipment Rental International, Ltd.
|
Delaware
|
|
Hertz Fleet Lease Funding Corp.
|
Delaware
|
|
Hertz Fleet Lease Funding LP
|
Delaware
|
|
Hertz France LLC
|
Delaware
|
|
Hertz Funding Corp.
|
Delaware
|
|
Hertz General Interest LLC
|
Delaware
|
|
Hertz Global Holdings, Inc.
|
Delaware
|
|
Hertz Global Services Corporation
|
Delaware
|
|
Hertz International, Ltd.
|
Delaware
|
|
Hertz Investments, Ltd.
|
Delaware
|
|
Hertz Investors, Inc.
|
Delaware
|
|
Hertz Local Edition Corp.
|
Delaware
|
|
Hertz Local Edition Transporting, Inc.
|
Delaware
|
|
Hertz NL Holdings, Inc.
|
Delaware
|
|
Hertz Rental Car Holding Company, Inc.
|
Delaware
|
|
Hertz System, Inc.
|
Delaware
|
|
Hertz Technologies, Inc.
|
Delaware
|
|
Hertz Transporting, Inc.
|
Delaware
|
|
Hertz Vehicle Financing II LP
|
Delaware
|
|
Hertz Vehicle Financing LLC
|
Delaware
|
|
Hertz Vehicle Sales Corporation
|
Delaware
|
|
Hertz Vehicles LLC
|
Delaware
|
|
HVF II GP Corp.
|
Delaware
|
|
Navigation Solutions, L.L.C.
|
Delaware
|
|
Rental Car Intermediate Holdings, LLC
|
Delaware
|
|
The Hertz Corporation
|
Delaware
|
Firefly
Hertz Car Sales Hertz Rent-A-Car Thrifty |
Donlen Corporation
|
Illinois
|
|
Donlen Mobility Solutions, Inc.
|
Illinois
|
|
Cinelease, LLC
|
Louisiana
|
|
Cinelease, Inc.
|
Nevada
|
|
Dollar Rent A Car, Inc.
|
Oklahoma
|
|
DTG Operations, Inc.
|
Oklahoma
|
Dollar Airport Parking
Dollar Rent A Car
Firefly
Thrifty Airport Parking
Thrifty Airport Valet Parking
Thrifty Car Rental
Thrifty Car Sales Outlet
Thrifty Parking
Thrifty Truck Rental
|
DTG Supply, Inc.
|
Oklahoma
|
|
Rental Car Finance Corp.
|
Oklahoma
|
|
Thrifty Car Sales, Inc.
|
Oklahoma
|
|
Thrifty Rent-A-Car System, Inc.
|
Oklahoma
|
|
Thrifty, Inc.
|
Oklahoma
|
|
TRAC Asia Pacific, Inc.
|
Oklahoma
|
|
Ameriguard Risk Retention Group, Inc.
|
Vermont
|
|
Australia
|
|
|
Ace Tourist Rentals (Aus) Pty Limited
|
Australia
|
|
Dollar Rent A Car Pty Limited
|
Australia
|
|
HA Fleet Pty Ltd.
|
Australia
|
|
HA Lease Pty. Ltd.
|
Australia
|
|
Hertz Australia Pty. Limited
|
Australia
|
|
Hertz Investment (Holdings) Pty. Limited
|
Australia
|
|
Bermuda
|
|
|
HIRE (Bermuda) Limited
|
Bermuda
|
|
Brazil
|
|
|
Car Rental Systems do Brasil Locacao de Veiculos Ltda.
|
Brazil
|
|
Canada
|
|
|
3216173 Nova Scotia Company
|
Nova Scotia
|
|
3222434 Nova Scotia Company
|
Nova Scotia
|
|
CMGC Canada Acquisition ULC
|
Nova Scotia
|
|
DTG Canada Corp.
|
Nova Scotia
|
|
Hertz Canada (N.S.) Company
|
Nova Scotia
|
|
2232560 Ontario Inc.
|
Ontario
|
|
2240919 Ontario Inc.
|
Ontario
|
|
Dollar Thrifty Automotive Group Canada Inc.
|
Ontario
|
|
DTGC Car Rental L.P.
|
Ontario
|
|
HC Limited Partnership
|
Ontario
|
|
HCE Limited Partnership
|
Ontario
|
|
Hertz Canada Equipment Rental Partnership
|
Ontario
|
|
Hertz Canada Finance Co., Ltd. (In Quebec-
Financement Hertz Canada Ltee.)
|
Ontario
|
|
Hertz Canada Limited
|
Ontario
|
Dollar
Firefly
Hertz 24/7
|
Matthews Equipment Limited
|
Ontario
|
Hertz Canada Equipment Rental Partnership
Hertz Equipment Rental
|
TCL Funding Limited Partnership
|
Ontario
|
|
Western Shut-Down (1995) Limited
|
Ontario
|
|
Donlen Fleet Leasing, Ltd.
|
Quebec
|
|
China
|
|
|
Hertz Equipment Rental Company Limited
|
People's Republic of China
|
|
Hertz Car Rental Consulting (Shanghai) Co. Ltd.
|
People's Republic of China
|
|
Hong Kong
|
|
|
Hertz Equipment Rental Holdings (HK) Limited
|
Hong Kong
|
|
Hertz Hong Kong Limited
|
Hong Kong
|
|
Japan
|
|
|
Hertz Asia Pacific (Japan), Ltd.
|
Japan
|
|
Mexico
|
|
|
Donlen Mexico Sociedad de Responsiabilidad Limitada de Capital Variable
|
Mexico
|
|
New Zealand
|
|
|
Hertz New Zealand Holdings Limited
|
New Zealand
|
|
Hertz New Zealand Limited
|
New Zealand
|
|
Tourism Enterprises Ltd
|
New Zealand
|
|
Puerto Rico
|
|
|
Hertz Puerto Rico Holdings Inc.
|
Puerto Rico
|
|
Puerto Ricancars, Inc.
|
Puerto Rico
|
|
Saudi Arabia
|
|
|
Hertz Dayim Equipment Rental Limited-Joint Venture Owned 51% by Hertz Equipment Rental Company Holdings
|
Saudi Arabia
|
|
Singapore
|
|
|
Hertz Asia Pacific Pte. Ltd.
|
Singapore
|
|
South Korea
|
|
|
Hertz Asia Pacific Korea Ltd
|
South Korea
|
|
B.
|
Europe
|
Companies Listed by Country
|
State or Jurisdiction
of Incorporation
|
Doing Business As
|
Belgium
|
|
|
Hertz Belgium b.v.b.a.
|
Belgium
|
|
Hertz Claim Management bvba
|
Belgium
|
|
Czech Republic
|
|
|
Hertz Autopujcovna s.r.o.
|
Czech Republic
|
|
France
|
|
|
EILEO SAS
|
France
|
|
Hertz Claim Management SAS
|
France
|
|
Hertz France S.A.S.
|
France
|
|
RAC Finance, SAS
|
France
|
|
Germany
|
|
|
Hertz Autovermietung GmbH
|
Germany
|
|
Hertz Claim Management GmbH
|
Germany
|
|
Ireland
|
|
|
Apex Processing Limited
|
Ireland
|
|
Hertz Europe Service Centre Limited
|
Ireland
|
|
Hertz Finance Centre Limited
|
Ireland
|
|
HERTZ FLEET LIMITED
|
Ireland
|
|
Hertz International RE Limited
|
Ireland
|
|
Hertz International Treasury Limited
|
Ireland
|
|
Probus Insurance Company Europe Limited
|
Ireland
|
|
Italy
|
|
|
Hertz Claim Management S.r.l.
|
Italy
|
|
Hertz Fleet (Italiana) SrL
|
Italy
|
|
Hertz Italiana Srl
|
Italy
|
|
Luxembourg
|
|
|
HERTZ LUXEMBOURG, S.A.R.L.
|
Luxembourg
|
|
Monaco
|
|
|
Hertz Monaco, S.A.M.
|
Monaco
|
|
The Netherlands
|
|
|
Hertz Automobielen Nederland B.V.
|
Netherlands
|
|
Hertz Claim Management B.V.
|
Netherlands
|
|
Hertz Equipment Rental Company Holdings Netherlands BV
|
Netherlands
|
|
Hertz Holdings Netherlands B.V.
|
Netherlands
|
|
International Fleet Financing No. 2 B.V.
|
Netherlands
|
|
International Fleet Financing No.1 BV
|
Netherlands
|
|
Stuurgroep Fleet (Netherlands) B.V.
|
Netherlands
|
|
Stuurgroep Holdings C.V.
|
Netherlands
|
|
Stuurgroep Holland B.V.
|
Netherlands
|
|
Van Wijk Beheer B.V.
|
Netherlands
|
|
Van Wijk European Car Rental Service B.V.
|
Netherlands
|
|
Slovakia
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
|
Miami, Florida
|
|
|
February 29, 2016
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2015
of Hertz Global Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
By:
|
/s/ JOHN P. TAGUE
|
|
|
John P. Tague
Chief Executive Officer and Director |
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2015
of Hertz Global Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
By:
|
/s/ THOMAS C. KENNEDY
|
|
|
Thomas C. Kennedy
Senior Executive Vice President and Chief Financial Officer |
(1)
|
the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ JOHN P. TAGUE
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John P. Tague
Chief Executive Officer and Director |
(1)
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the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ THOMAS C. KENNEDY
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Thomas C. Kennedy
Senior Executive Vice President and Chief Financial Officer |