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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2013
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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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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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Page
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September 30,
2013 |
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December 31,
2012 |
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ASSETS
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Cash and cash equivalents
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$
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548.7
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$
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533.3
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Restricted cash and cash equivalents
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521.3
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571.6
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Receivables, less allowance for doubtful accounts of $35.4 and $25.1
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1,700.9
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1,886.6
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Inventories, at lower of cost or market
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106.7
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105.7
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Prepaid expenses and other assets
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677.0
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470.1
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Revenue earning equipment, at cost:
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||||
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Cars
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15,245.7
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12,591.1
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Less accumulated depreciation
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(2,440.4
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)
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(1,881.0
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)
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Other equipment
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3,486.5
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3,240.1
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Less accumulated depreciation
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(1,076.5
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)
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(1,041.9
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)
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Total revenue earning equipment
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15,215.3
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12,908.3
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Property and equipment, at cost:
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Land, buildings and leasehold improvements
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1,350.3
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1,288.8
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Service equipment and other
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1,220.8
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1,261.1
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2,571.1
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2,549.9
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Less accumulated depreciation
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(1,080.2
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)
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(1,113.5
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)
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Total property and equipment
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1,490.9
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1,436.4
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Other intangible assets, net
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3,944.7
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4,032.1
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Goodwill
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1,366.3
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1,341.9
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Total assets
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$
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25,571.8
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$
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23,286.0
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LIABILITIES AND EQUITY
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Accounts payable
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$
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952.4
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$
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999.1
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Accrued liabilities
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1,285.8
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1,180.5
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Accrued taxes
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171.1
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118.6
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Debt
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17,136.2
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15,448.6
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Public liability and property damage
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346.6
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332.2
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Deferred taxes on income
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2,858.8
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2,699.7
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Total liabilities
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22,750.9
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20,778.7
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Commitments and contingencies
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Equity:
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Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity
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Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding
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—
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—
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Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 448,926,909 and 421,485,862 shares issued and outstanding
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4.5
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4.2
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Additional paid-in capital
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3,217.7
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3,234.0
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Accumulated deficit
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(349.9
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)
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(704.0
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)
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Accumulated other comprehensive loss
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(51.4
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)
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(26.9
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)
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Total Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity
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2,820.9
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2,507.3
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Total liabilities and equity
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$
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25,571.8
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$
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23,286.0
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
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2013
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2012
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2013
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2012
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Revenues:
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Worldwide car rental
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$
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2,534.1
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$
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2,031.6
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$
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6,686.3
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$
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5,353.6
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Worldwide equipment rental
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401.8
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363.0
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1,137.1
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1,000.1
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All other operations
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133.5
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121.6
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397.2
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348.6
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Total revenues
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3,069.4
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2,516.2
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8,220.6
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6,702.3
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Expenses:
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Direct operating
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1,525.4
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1,241.1
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4,282.6
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3,544.2
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Depreciation of revenue earning equipment and lease charges
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676.7
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560.5
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1,904.8
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1,595.4
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Selling, general and administrative
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276.8
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201.0
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803.5
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615.3
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Interest expense
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182.3
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154.9
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542.9
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469.4
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Interest income
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(3.5
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)
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(0.7
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)
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(7.3
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)
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(2.3
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)
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Other (income) expense, net
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83.4
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(9.5
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)
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81.7
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(10.5
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)
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Total expenses
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2,741.1
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2,147.3
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7,608.2
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6,211.5
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||||
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Income before income taxes
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328.3
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368.9
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612.4
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490.8
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||||
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Provision for taxes on income
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(113.6
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)
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(126.0
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)
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(258.3
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)
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(211.3
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)
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||||
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Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
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$
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214.7
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$
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242.9
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$
|
354.1
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$
|
279.5
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|
Weighted average shares outstanding (in millions):
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||||||||
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Basic
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424.9
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420.6
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413.9
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419.6
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||||
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Diluted
|
465.0
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445.5
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|
463.7
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|
447.1
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||||
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Earnings per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders (See Note 17—Earnings Per Share):
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||||||||
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Basic
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$
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0.51
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$
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0.58
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$
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0.86
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$
|
0.67
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Diluted
|
$
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0.47
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$
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0.55
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$
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0.78
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$
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0.63
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Three Months Ended
September 30, 2013 |
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Three Months Ended
September 30, 2012 |
||||||||||
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Net income
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|
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$
|
214.7
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$
|
242.9
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|
Other comprehensive income (loss), net of tax:
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||||||
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Translation adjustment changes
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23.1
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|
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20.2
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||
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Unrealized holding gains (losses) on securities, (net of tax of 2013: $0.4 and 2012: $1.1)
|
(2.6
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)
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|
1.7
|
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||
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Other, (net of tax of 2013: $0 and 2012: $0)
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(0.2
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)
|
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|
|
|
(0.1
|
)
|
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|
|
||
|
Defined benefit pension plans:
|
|
|
|
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||||||
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Net gains arising during the period, (net of tax of 2013: $1.4 and 2012: $1.1)
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1.6
|
|
|
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|
|
1.4
|
|
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||
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Defined benefit pension plans
|
1.6
|
|
|
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1.4
|
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Other comprehensive income
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|
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21.9
|
|
|
|
|
|
23.2
|
|
||
|
Comprehensive income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
|
|
|
|
$
|
236.6
|
|
|
|
|
|
$
|
266.1
|
|
|
|
Nine Months Ended
September 30, 2013 |
|
Nine Months Ended
September 30, 2012 |
||||||||||
|
Net income
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|
|
$
|
354.1
|
|
|
|
|
$
|
279.5
|
|
||
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
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||||||
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Translation adjustment changes
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(30.9
|
)
|
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3.7
|
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||||
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Unrealized holding gains (losses) on securities, (net of tax of 2013: $0.4 and 2012: $3.1)
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(0.5
|
)
|
|
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4.8
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|
|
|
||||
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Other, (net of tax of 2013: $0 and 2012: $0)
|
(0.1
|
)
|
|
|
|
—
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|
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|
||||
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Defined benefit pension plans:
|
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|
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||||||
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Net gains arising during the period, (net of tax of 2013: $4.6 and 2012: $3.3)
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7.0
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5.1
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|
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|
||||
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Defined benefit pension plans
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7.0
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5.1
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||||
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Other comprehensive income (loss)
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(24.5
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)
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13.6
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||||
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Comprehensive income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
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$
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329.6
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|
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$
|
293.1
|
|
||
|
|
Preferred Stock
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|
Common Stock
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|
Additional
Paid-In Capital
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Accumulated
Deficit
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|
Accumulated
Other
Comprehensive
Loss
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Treasury Stock
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Total
Equity
|
|||||||||||||||||
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Shares
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Amount
|
||||||||||||||||||||||||||||
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December 31, 2012
|
$
|
—
|
|
|
421.5
|
|
|
$
|
4.2
|
|
|
$
|
3,234.0
|
|
|
$
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(704.0
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)
|
|
$
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(26.9
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)
|
|
$
|
—
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$
|
2,507.3
|
|
|
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
|
|
|
|
|
|
|
|
|
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|
354.1
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354.1
|
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||||||||
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Other comprehensive loss
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(24.5
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)
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(24.5
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)
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||||||||
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Employee stock purchase plan
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0.2
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|
—
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4.4
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4.4
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||||||||
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Net settlement on vesting of restricted stock units
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0.9
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—
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(11.9
|
)
|
|
|
|
|
|
|
|
|
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(11.9
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)
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||||||||
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Share repurchase
(a)
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(23.2
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)
|
|
|
|
|
|
|
|
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|
(467.2
|
)
|
|
(467.2
|
)
|
||||||||||||
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Stock-based employee compensation charges, net of tax of $0
|
|
|
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|
|
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32.5
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|
|
|
|
|
|
|
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|
|
32.5
|
|
||||||||
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Exercise of stock options, net of tax of $0
|
|
|
|
2.4
|
|
|
—
|
|
|
21.6
|
|
|
|
|
|
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|
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21.6
|
|
||||||||
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Conversion of Convertible Senior Notes, net of tax of $3.5
|
|
|
47.1
|
|
|
0.3
|
|
|
(64.7
|
)
|
|
|
|
|
|
467.2
|
|
|
402.8
|
|
||||||||||
|
Common shares issued to Directors
|
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
1.8
|
|
||||||||
|
September 30, 2013
|
$
|
—
|
|
|
448.9
|
|
|
$
|
4.5
|
|
|
$
|
3,217.7
|
|
|
$
|
(349.9
|
)
|
|
$
|
(51.4
|
)
|
|
$
|
—
|
|
|
$
|
2,820.9
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
354.1
|
|
|
$
|
279.5
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation of revenue earning equipment
|
1,847.1
|
|
|
1,531.8
|
|
||
|
Depreciation of property and equipment
|
149.7
|
|
|
126.9
|
|
||
|
Amortization of other intangible assets
|
90.9
|
|
|
58.9
|
|
||
|
Amortization and write-off of deferred financing costs
|
42.3
|
|
|
43.4
|
|
||
|
Amortization and write-off of debt discount
|
12.1
|
|
|
22.5
|
|
||
|
Stock-based compensation charges
|
32.5
|
|
|
22.3
|
|
||
|
(Gain) loss on derivatives
|
(3.7
|
)
|
|
0.7
|
|
||
|
(Gain) loss on disposal of business
|
1.8
|
|
|
(8.7
|
)
|
||
|
Loss on revaluation of foreign denominated debt
|
—
|
|
|
2.5
|
|
||
|
Loss on extinguishment of debt
|
27.5
|
|
|
—
|
|
||
|
Provision for losses on doubtful accounts
|
38.4
|
|
|
23.5
|
|
||
|
Deferred taxes on income
|
162.8
|
|
|
104.4
|
|
||
|
Impairment charges and other
|
40.0
|
|
|
—
|
|
||
|
Gain on sale of property and equipment
|
(2.6
|
)
|
|
(1.9
|
)
|
||
|
Changes in assets and liabilities, net of effects of acquisition:
|
|
|
|
||||
|
Receivables
|
(165.1
|
)
|
|
(248.1
|
)
|
||
|
Inventories, prepaid expenses and other assets
|
(22.6
|
)
|
|
(4.8
|
)
|
||
|
Accounts payable
|
92.4
|
|
|
98.8
|
|
||
|
Accrued liabilities
|
103.6
|
|
|
16.6
|
|
||
|
Accrued taxes
|
52.4
|
|
|
66.1
|
|
||
|
Public liability and property damage
|
(2.0
|
)
|
|
(3.2
|
)
|
||
|
Net cash provided by operating activities
|
2,851.6
|
|
|
2,131.2
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Net change in restricted cash and cash equivalents
|
50.0
|
|
|
(69.3
|
)
|
||
|
Revenue earning equipment expenditures
|
(9,341.0
|
)
|
|
(7,705.9
|
)
|
||
|
Proceeds from disposal of revenue earning equipment
|
5,669.2
|
|
|
4,838.9
|
|
||
|
Property and equipment expenditures
|
(246.4
|
)
|
|
(221.6
|
)
|
||
|
Proceeds from disposal of property and equipment
|
62.3
|
|
|
86.8
|
|
||
|
Acquisitions, net of cash acquired
|
(226.9
|
)
|
|
(196.2
|
)
|
||
|
Proceeds from disposal of business
|
—
|
|
|
11.7
|
|
||
|
Other investing activities
|
(2.8
|
)
|
|
(1.4
|
)
|
||
|
Net cash used in investing activities
|
$
|
(4,035.6
|
)
|
|
$
|
(3,257.0
|
)
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from issuance of long-term debt
|
$
|
1,207.5
|
|
|
$
|
282.4
|
|
|
Payment of long-term debt
|
(371.3
|
)
|
|
(656.1
|
)
|
||
|
Short-term borrowings:
|
|
|
|
||||
|
Proceeds
|
472.4
|
|
|
368.0
|
|
||
|
Payments
|
(710.9
|
)
|
|
(962.7
|
)
|
||
|
Proceeds under the revolving lines of credit
|
5,250.3
|
|
|
4,505.4
|
|
||
|
Payments under the revolving lines of credit
|
(4,167.5
|
)
|
|
(2,829.4
|
)
|
||
|
Purchase of noncontrolling interest
|
—
|
|
|
(38.0
|
)
|
||
|
Proceeds from employee stock purchase plan
|
3.8
|
|
|
3.2
|
|
||
|
Proceeds from exercise of stock options
|
21.6
|
|
|
7.2
|
|
||
|
Purchase of treasury shares
|
(467.2
|
)
|
|
—
|
|
||
|
Net settlement on vesting of restricted stock units
|
(11.9
|
)
|
|
(20.0
|
)
|
||
|
Payment of financing costs
|
(25.7
|
)
|
|
(13.7
|
)
|
||
|
Net cash provided by financing activities
|
1,201.1
|
|
|
646.3
|
|
||
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
(1.7
|
)
|
|
1.1
|
|
||
|
Net increase (decrease) in cash and cash equivalents during the period
|
15.4
|
|
|
(478.4
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
533.3
|
|
|
931.8
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
548.7
|
|
|
$
|
453.4
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
|
Cash paid during the period for:
|
|
|
|
||||
|
Interest (net of amounts capitalized)
|
$
|
445.5
|
|
|
$
|
395.6
|
|
|
Income taxes
|
56.4
|
|
|
43.0
|
|
||
|
Supplemental disclosures of non-cash flow information:
|
|
|
|
||||
|
Purchases of revenue earning equipment included in accounts payable and accrued liabilities
|
$
|
184.2
|
|
|
$
|
289.8
|
|
|
Sales of revenue earning equipment included in receivables
|
391.0
|
|
|
504.9
|
|
||
|
Purchases of property and equipment included in accounts payable
|
39.5
|
|
|
38.0
|
|
||
|
Sales of property and equipment included in receivables
|
2.5
|
|
|
22.3
|
|
||
|
Consideration for acquisitions and divestitures
|
22.9
|
|
|
—
|
|
||
|
Conversion of Convertible Senior Notes included in debt, common stock and additional paid-in capital
|
372.5
|
|
|
—
|
|
||
|
Capital leases included in property and equipment and debt
|
19.5
|
|
|
23.1
|
|
||
|
|
U.S. Car Rental
|
|
International Car Rental
|
|
Worldwide Equipment
Rental
|
|
All Other Operations
|
|
Total
|
||||||||||
|
Balance as of January 1, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill
|
$
|
1,006.6
|
|
|
$
|
245.1
|
|
|
$
|
775.4
|
|
|
$
|
35.8
|
|
|
$
|
2,062.9
|
|
|
Accumulated impairment losses
|
—
|
|
|
(46.1
|
)
|
|
(674.9
|
)
|
|
—
|
|
|
(721.0
|
)
|
|||||
|
|
1,006.6
|
|
|
199.0
|
|
|
100.5
|
|
|
35.8
|
|
|
1,341.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill acquired during the period
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
|
Adjustments to previously recorded purchase price allocation
(a)
|
20.1
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
21.8
|
|
|||||
|
Other changes during the period
(b)
|
1.1
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
1.1
|
|
|||||
|
|
21.2
|
|
|
1.4
|
|
|
1.8
|
|
|
—
|
|
|
24.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance as of September 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill
|
1,027.8
|
|
|
246.5
|
|
|
777.2
|
|
|
35.8
|
|
|
2,087.3
|
|
|||||
|
Accumulated impairment losses
|
—
|
|
|
(46.1
|
)
|
|
(674.9
|
)
|
|
—
|
|
|
(721.0
|
)
|
|||||
|
|
$
|
1,027.8
|
|
|
$
|
200.4
|
|
|
$
|
102.3
|
|
|
$
|
35.8
|
|
|
$
|
1,366.3
|
|
|
|
U.S. Car Rental
|
|
International Car Rental
|
|
Worldwide Equipment
Rental
|
|
All Other Operations
|
|
Total
|
||||||||||
|
Balance as of January 1, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill
|
$
|
122.5
|
|
|
$
|
245.7
|
|
|
$
|
693.8
|
|
|
$
|
51.1
|
|
|
$
|
1,113.1
|
|
|
Accumulated impairment losses
|
—
|
|
|
(46.1
|
)
|
|
(674.9
|
)
|
|
—
|
|
|
(721.0
|
)
|
|||||
|
|
122.5
|
|
|
199.6
|
|
|
18.9
|
|
|
51.1
|
|
|
392.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill acquired during the period
|
884.9
|
|
|
—
|
|
|
82.0
|
|
|
—
|
|
|
966.9
|
|
|||||
|
Adjustments to previously recorded purchase price allocation
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.3
|
)
|
|
(15.3
|
)
|
|||||
|
Other changes during the period
(d)
|
(0.8
|
)
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
|
|
884.1
|
|
|
(0.6
|
)
|
|
81.6
|
|
|
(15.3
|
)
|
|
949.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance as of December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill
|
1,006.6
|
|
|
245.1
|
|
|
775.4
|
|
|
35.8
|
|
|
2,062.9
|
|
|||||
|
Accumulated impairment losses
|
—
|
|
|
(46.1
|
)
|
|
(674.9
|
)
|
|
—
|
|
|
(721.0
|
)
|
|||||
|
|
$
|
1,006.6
|
|
|
$
|
199.0
|
|
|
$
|
100.5
|
|
|
$
|
35.8
|
|
|
$
|
1,341.9
|
|
|
(a)
|
Consists of adjustments related to purchase accounting and deferred tax during 2013.
|
|
(b)
|
Primarily consists of changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.
|
|
(c)
|
Consists of deferred tax adjustments recorded during 2012.
|
|
(d)
|
Primarily consists of changes resulting from disposals and the translation of foreign currencies at different exchange rates from the beginning of the year to the end of the year.
|
|
|
September 30, 2013
|
||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
|
Amortizable intangible assets:
|
|
|
|
|
|
||||||
|
Customer-related
|
$
|
693.0
|
|
|
$
|
(485.3
|
)
|
|
$
|
207.7
|
|
|
Other
(1)
|
462.2
|
|
|
(73.4
|
)
|
|
388.8
|
|
|||
|
Total
|
1,155.2
|
|
|
(558.7
|
)
|
|
596.5
|
|
|||
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Trade name
|
3,330.0
|
|
|
—
|
|
|
3,330.0
|
|
|||
|
Other
(2)
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|||
|
Total
|
3,348.2
|
|
|
—
|
|
|
3,348.2
|
|
|||
|
Total other intangible assets, net
|
$
|
4,503.4
|
|
|
$
|
(558.7
|
)
|
|
$
|
3,944.7
|
|
|
|
December 31, 2012
|
||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
|
Amortizable intangible assets:
|
|
|
|
|
|
||||||
|
Customer-related
|
$
|
694.7
|
|
|
$
|
(434.0
|
)
|
|
$
|
260.7
|
|
|
Other
(1)
|
459.6
|
|
|
(33.8
|
)
|
|
425.8
|
|
|||
|
Total
|
1,154.3
|
|
|
(467.8
|
)
|
|
686.5
|
|
|||
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Trade name
|
3,330.0
|
|
|
—
|
|
|
3,330.0
|
|
|||
|
Other
(2)
|
15.6
|
|
|
—
|
|
|
15.6
|
|
|||
|
Total
|
3,345.6
|
|
|
—
|
|
|
3,345.6
|
|
|||
|
Total other intangible assets, net
|
$
|
4,499.9
|
|
|
$
|
(467.8
|
)
|
|
$
|
4,032.1
|
|
|
(1)
|
Other amortizable intangible assets primarily include Dollar Thrifty concession agreements, Donlen trade name, reacquired franchise rights, non-compete agreements and technology-related intangibles.
|
|
(2)
|
Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.
|
|
|
Revenue
|
|
Earnings
|
||||
|
2012 supplemental pro forma for the third quarter of 2012 (combined entity)
|
$
|
2,899.0
|
|
|
$
|
267.6
|
|
|
2012 supplemental pro forma for the first nine months of 2012 (combined entity)
|
$
|
7,711.5
|
|
|
$
|
342.0
|
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
Depreciation of revenue earning equipment
|
$
|
641.3
|
|
|
$
|
554.1
|
|
|
Adjustment of depreciation upon disposal of revenue earning equipment
|
11.0
|
|
|
(12.7
|
)
|
||
|
Rents paid for vehicles leased
|
24.4
|
|
|
19.1
|
|
||
|
Total
|
$
|
676.7
|
|
|
$
|
560.5
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
Depreciation of revenue earning equipment
|
$
|
1,826.1
|
|
|
$
|
1,625.1
|
|
|
Adjustment of depreciation upon disposal of revenue earning equipment
|
21.0
|
|
|
(93.3
|
)
|
||
|
Rents paid for vehicles leased
|
57.7
|
|
|
63.6
|
|
||
|
Total
|
$
|
1,904.8
|
|
|
$
|
1,595.4
|
|
|
Facility
|
Average Interest Rate at September 30, 2013
(1)
|
|
Fixed or
Floating
Interest
Rate
|
|
Maturity
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
Corporate Debt
|
|
|
|
|
|
|
|
|
|
||||
|
Senior Term Facility
|
3.26%
|
|
Floating
|
|
3/2018
|
|
$
|
2,109.5
|
|
|
$
|
2,125.5
|
|
|
Senior ABL Facility
|
2.96%
|
|
Floating
|
|
3/2016
|
|
679.7
|
|
|
195.0
|
|
||
|
Senior Notes
(2)
|
6.58%
|
|
Fixed
|
|
4/2018–10/2022
|
|
3,900.0
|
|
|
3,650.0
|
|
||
|
Promissory Notes
|
6.96%
|
|
Fixed
|
|
8/2014–1/2028
|
|
48.7
|
|
|
48.7
|
|
||
|
Convertible Senior Notes
|
5.25%
|
|
Fixed
|
|
6/2014
|
|
84.6
|
|
|
474.7
|
|
||
|
Other Corporate Debt
|
3.58%
|
|
Floating
|
|
Various
|
|
65.4
|
|
|
88.7
|
|
||
|
Unamortized Net Discount (Corporate)
(3)
|
|
|
|
|
|
|
(0.2
|
)
|
|
(37.3
|
)
|
||
|
Total Corporate Debt
|
|
|
|
|
|
|
6,887.7
|
|
|
6,545.3
|
|
||
|
Fleet Debt
|
|
|
|
|
|
|
|
|
|
||||
|
HVF U.S. ABS Program
|
|
|
|
|
|
|
|
|
|
||||
|
HVF U.S. Fleet Variable Funding Notes
|
|
|
|
|
|
|
|
|
|
||||
|
HVF Series 2009-1
(4)
|
1.00%
|
|
Floating
|
|
3/2014
|
|
2,495.0
|
|
|
2,350.0
|
|
||
|
|
|
|
|
|
|
|
2,495.0
|
|
|
2,350.0
|
|
||
|
HVF U.S. Fleet Medium Term Notes
|
|
|
|
|
|
|
|
|
|
||||
|
HVF Series 2009-2
(4)
|
5.37%
|
|
Fixed
|
|
3/2013–3/2015
|
|
807.5
|
|
|
1,095.9
|
|
||
|
HVF Series 2010-1
(4)
|
3.83%
|
|
Fixed
|
|
2/2014–2/2018
|
|
706.6
|
|
|
749.8
|
|
||
|
HVF Series 2011-1
(4)
|
2.86%
|
|
Fixed
|
|
3/2015–3/2017
|
|
598.0
|
|
|
598.0
|
|
||
|
HVF Series 2013-1
(4)
|
1.68%
|
|
Fixed
|
|
8/2016–8/2018
|
|
950.0
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
3,062.1
|
|
|
2,443.7
|
|
||
|
Facility
|
Average Interest Rate at September 30, 2013
(1)
|
|
Fixed or
Floating
Interest
Rate
|
|
Maturity
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
RCFC U.S. ABS Program
|
|
|
|
|
|
|
|
|
|
||||
|
RCFC U.S. Fleet Variable Funding Notes
|
|
|
|
|
|
|
|
|
|
||||
|
RCFC Series 2010-3 Notes
(4)(5)
|
1.01%
|
|
Floating
|
|
3/2014
|
|
468.0
|
|
|
519.0
|
|
||
|
RCFC U.S. Fleet Medium Term Notes
|
|
|
|
|
|
|
|
|
|
||||
|
RCFC Series 2011-1 Notes
(4)(5)
|
2.81%
|
|
Fixed
|
|
2/2015
|
|
500.0
|
|
|
500.0
|
|
||
|
RCFC Series 2011-2 Notes
(4)(5)
|
3.21%
|
|
Fixed
|
|
5/2015
|
|
400.0
|
|
|
400.0
|
|
||
|
|
|
|
|
|
|
|
1,368.0
|
|
|
1,419.0
|
|
||
|
Donlen ABS Program
|
|
|
|
|
|
|
|
|
|
||||
|
Donlen GN II Variable Funding Notes
(4)
|
N/A
|
|
Floating
|
|
12/2013
|
|
—
|
|
|
899.3
|
|
||
|
HFLF Variable Funding Notes
|
|
|
|
|
|
|
|
|
|
||||
|
HFLF Series 2013-1 Notes
(4)
|
1.05%
|
|
Floating
|
|
9/2014
|
|
730.2
|
|
|
—
|
|
||
|
HFLF Series 2013-2 Notes
(4)
|
1.16%
|
|
Floating
|
|
9/2015
|
|
214.8
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
945.0
|
|
|
899.3
|
|
||
|
Other Fleet Debt
|
|
|
|
|
|
|
|
|
|
||||
|
U.S. Fleet Financing Facility
|
2.93%
|
|
Floating
|
|
9/2015
|
|
162.0
|
|
|
166.0
|
|
||
|
European Revolving Credit Facility
|
2.56%
|
|
Floating
|
|
6/2015
|
|
431.6
|
|
|
185.3
|
|
||
|
European Fleet Notes
|
8.50%
|
|
Fixed
|
|
7/2015
|
|
539.6
|
|
|
529.4
|
|
||
|
European Securitization
(4)
|
2.52%
|
|
Floating
|
|
7/2014
|
|
461.3
|
|
|
242.2
|
|
||
|
Hertz-Sponsored Canadian Securitization
(4)
|
2.15%
|
|
Floating
|
|
3/2014
|
|
145.5
|
|
|
100.5
|
|
||
|
Dollar Thrifty-Sponsored Canadian Securitization
(4)(5)
|
2.13%
|
|
Floating
|
|
8/2014
|
|
60.1
|
|
|
55.3
|
|
||
|
Australian Securitization
(4)
|
4.03%
|
|
Floating
|
|
12/2014
|
|
106.3
|
|
|
148.9
|
|
||
|
Brazilian Fleet Financing Facility
|
14.87%
|
|
Floating
|
|
10/2014
|
|
12.7
|
|
|
14.0
|
|
||
|
Capitalized Leases
|
4.10%
|
|
Floating
|
|
Various
|
|
452.1
|
|
|
337.6
|
|
||
|
Unamortized Premium (Fleet)
|
|
|
|
|
|
|
7.2
|
|
|
12.1
|
|
||
|
|
|
|
|
|
|
|
2,378.4
|
|
|
1,791.3
|
|
||
|
Total Fleet Debt
|
|
|
|
|
|
|
10,248.5
|
|
|
8,903.3
|
|
||
|
Total Debt
|
|
|
|
|
|
|
$
|
17,136.2
|
|
|
$
|
15,448.6
|
|
|
Note:
|
For further information on the definitions and terms of our debt, see Note 5 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data."
|
|
(1)
|
As applicable, reference is to the September 30, 2013 weighted average interest rate (weighted by principal balance).
|
|
(2)
|
References to our "Senior Notes" include the series of Hertz's unsecured senior notes set forth in the table below. As of September 30, 2013 and December 31, 2012, the outstanding principal amount for each such series of the Senior Notes is as specified below.
|
|
|
Outstanding Principal (in millions)
|
||||||
|
Senior Notes
|
September 30, 2013
|
|
December 31, 2012
|
||||
|
4.25% Senior Notes due April 2018
|
$
|
250.0
|
|
|
$
|
—
|
|
|
7.50% Senior Notes due October 2018
|
700.0
|
|
|
700.0
|
|
||
|
6.75% Senior Notes due April 2019
|
1,250.0
|
|
|
1,250.0
|
|
||
|
5.875% Senior Notes due October 2020
|
700.0
|
|
|
700.0
|
|
||
|
7.375% Senior Notes due January 2021
|
500.0
|
|
|
500.0
|
|
||
|
6.25% Senior Notes due October 2022
|
500.0
|
|
|
500.0
|
|
||
|
|
$
|
3,900.0
|
|
|
$
|
3,650.0
|
|
|
(3)
|
As of September 30, 2013 and December 31, 2012,
$3.5 million
and
$40.6 million
, respectively, of the unamortized corporate discount relates to the Convertible Senior Notes.
|
|
(4)
|
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. The legal final maturity date is the date on which the relevant indebtedness is legally due and payable.
|
|
(5)
|
RCFC U.S. ABS Program and the Dollar Thrifty-Sponsored Canadian Securitization represent fleet debt acquired in connection with the Dollar Thrifty acquisition on November 19, 2012.
|
|
2014
|
$
|
6,643.6
|
|
|
(including $6,294.2 of other short-term borrowings*)
|
|
2015
|
$
|
2,298.4
|
|
|
|
|
2016
|
$
|
1,206.2
|
|
|
|
|
2017
|
$
|
278.7
|
|
|
|
|
2018
|
$
|
3,004.3
|
|
|
|
|
After 2018
|
$
|
3,698.0
|
|
|
|
|
*
|
Our short-term borrowings as of September 30, 2013 include, among other items, the amounts outstanding under the Senior ABL Facility, HVF U.S. Fleet Variable Funding Notes, RCFC U.S. Fleet Variable Funding Notes, HFLF Variable Funding Notes, U.S. Fleet Financing Facility, European Revolving Credit Facility, European Securitization, Hertz-Sponsored Canadian Securitization, Dollar Thrifty-Sponsored Canadian Securitization, Australian Securitization, Brazilian Fleet Financing Facility and Capitalized Leases. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2013 and remain as such through December 31, 2013. As of September 30, 2013, short-term borrowings had a weighted average interest rate of 1.9%.
|
|
|
Remaining
Capacity
|
|
Availability Under
Borrowing Base
Limitation
|
||||
|
Corporate Debt
|
|
|
|
||||
|
Senior ABL Facility
|
$
|
750.4
|
|
|
$
|
750.4
|
|
|
Total Corporate Debt
|
750.4
|
|
|
750.4
|
|
||
|
Fleet Debt
|
|
|
|
||||
|
HVF U.S. Fleet Variable Funding Notes
|
243.8
|
|
|
—
|
|
||
|
RCFC U.S. Fleet Variable Funding Notes
|
132.0
|
|
|
—
|
|
||
|
HFLF Variable Funding Notes
|
155.0
|
|
|
—
|
|
||
|
U.S. Fleet Financing Facility
|
28.0
|
|
|
—
|
|
||
|
European Revolving Credit Facility
|
—
|
|
|
—
|
|
||
|
European Securitization
|
80.3
|
|
|
—
|
|
||
|
Hertz-Sponsored Canadian Securitization
|
48.5
|
|
|
—
|
|
||
|
Dollar Thrifty-Sponsored Canadian Securitization
|
85.3
|
|
|
—
|
|
||
|
Australian Securitization
|
127.8
|
|
|
2.1
|
|
||
|
Total Fleet Debt
|
900.7
|
|
|
2.1
|
|
||
|
Total
|
$
|
1,651.1
|
|
|
$
|
752.5
|
|
|
|
Pension Benefits
|
|
Postretirement
Benefits (U.S.)
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
Components of Net Periodic
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefit Cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service cost
|
$
|
6.7
|
|
|
$
|
5.2
|
|
|
$
|
0.7
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
Interest cost
|
7.2
|
|
|
7.4
|
|
|
2.3
|
|
|
2.2
|
|
|
0.2
|
|
|
0.2
|
|
||||||
|
Expected return on plan assets
|
(7.9
|
)
|
|
(8.3
|
)
|
|
(3.3
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Net amortizations
|
3.5
|
|
|
2.8
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Net pension /
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
postretirement expense
|
$
|
9.5
|
|
|
$
|
7.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
|
Pension Benefits
|
|
Postretirement
Benefits (U.S.)
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
Components of Net Periodic
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefit Cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service cost
|
$
|
21.1
|
|
|
$
|
18.5
|
|
|
$
|
2.0
|
|
|
$
|
0.9
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
Interest cost
|
20.8
|
|
|
21.3
|
|
|
6.9
|
|
|
6.8
|
|
|
0.5
|
|
|
0.6
|
|
||||||
|
Expected return on plan assets
|
(22.9
|
)
|
|
(23.6
|
)
|
|
(9.6
|
)
|
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Net amortizations
|
11.8
|
|
|
8.8
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
||||||
|
Net pension /
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
postretirement expense
|
$
|
30.8
|
|
|
$
|
25.0
|
|
|
$
|
(0.8
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Compensation expense
|
$
|
12.8
|
|
|
$
|
7.3
|
|
|
$
|
32.5
|
|
|
$
|
22.3
|
|
|
Income tax benefit
|
(4.9
|
)
|
|
(2.8
|
)
|
|
(12.6
|
)
|
|
(8.6
|
)
|
||||
|
Total
|
$
|
7.9
|
|
|
$
|
4.5
|
|
|
$
|
19.9
|
|
|
$
|
13.7
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
|
Revenues
|
|
Adjusted Pre-Tax Income
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
U.S. car rental
|
$
|
1,765.5
|
|
|
$
|
1,331.0
|
|
|
$
|
391.8
|
|
|
$
|
317.0
|
|
|
International car rental
|
768.6
|
|
|
700.6
|
|
|
129.4
|
|
|
99.4
|
|
||||
|
Worldwide equipment rental
|
401.8
|
|
|
363.0
|
|
|
87.5
|
|
|
76.2
|
|
||||
|
All other operations
|
133.5
|
|
|
121.6
|
|
|
14.0
|
|
|
12.9
|
|
||||
|
Total
|
$
|
3,069.4
|
|
|
$
|
2,516.2
|
|
|
622.7
|
|
|
505.5
|
|
||
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Other reconciling items
(1)
|
|
|
|
|
|
|
(103.2
|
)
|
|
(80.7
|
)
|
||||
|
Purchase accounting
(2)
|
|
|
|
|
|
|
(34.3
|
)
|
|
(23.9
|
)
|
||||
|
Non-cash debt charges
(3)
|
|
|
|
|
|
|
(17.6
|
)
|
|
(20.5
|
)
|
||||
|
Restructuring charges
|
|
|
|
|
|
|
(36.3
|
)
|
|
(1.5
|
)
|
||||
|
Restructuring related charges
(4)
|
|
|
|
|
|
|
(2.9
|
)
|
|
(2.0
|
)
|
||||
|
Derivative gains (losses)
(5)
|
|
|
|
|
(0.5
|
)
|
|
0.1
|
|
||||||
|
Acquisition related costs
|
|
|
|
|
|
|
(3.4
|
)
|
|
(8.1
|
)
|
||||
|
Integration expenses
(6)
|
|
|
|
|
|
|
(8.3
|
)
|
|
—
|
|
||||
|
Relocation costs
|
|
|
|
|
(3.9
|
)
|
|
—
|
|
||||||
|
Impairment charges
(7)
|
|
|
|
|
(44.0
|
)
|
|
—
|
|
||||||
|
Other
(8)
|
|
|
|
|
(40.0
|
)
|
|
—
|
|
||||||
|
Income before income taxes
|
|
|
|
|
|
|
$
|
328.3
|
|
|
$
|
368.9
|
|
||
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
|
Revenues
|
|
Adjusted Pre-Tax Income
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
U.S. car rental
|
$
|
4,848.0
|
|
|
$
|
3,599.6
|
|
|
$
|
934.6
|
|
|
$
|
658.4
|
|
|
International car rental
|
1,838.3
|
|
|
1,754.0
|
|
|
125.8
|
|
|
106.4
|
|
||||
|
Worldwide equipment rental
|
1,137.1
|
|
|
1,000.1
|
|
|
207.1
|
|
|
144.6
|
|
||||
|
All other operations
|
397.2
|
|
|
348.6
|
|
|
41.2
|
|
|
34.5
|
|
||||
|
Total
|
$
|
8,220.6
|
|
|
$
|
6,702.3
|
|
|
1,308.7
|
|
|
943.9
|
|
||
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Other reconciling items
(1)
|
|
|
|
|
|
|
(330.2
|
)
|
|
(255.8
|
)
|
||||
|
Purchase accounting
(2)
|
|
|
|
|
|
|
(99.8
|
)
|
|
(76.9
|
)
|
||||
|
Non-cash debt charges
(3)
|
|
|
|
|
|
|
(54.4
|
)
|
|
(66.3
|
)
|
||||
|
Restructuring charges
|
|
|
|
|
|
|
(57.6
|
)
|
|
(24.3
|
)
|
||||
|
Restructuring related charges
(4)
|
|
|
|
|
|
|
(14.2
|
)
|
|
(10.3
|
)
|
||||
|
Derivative gains (losses)
(5)
|
|
|
|
|
(0.5
|
)
|
|
0.1
|
|
||||||
|
Acquisition related costs
|
|
|
|
|
|
|
(13.7
|
)
|
|
(19.6
|
)
|
||||
|
Integration expenses
(6)
|
|
|
|
|
|
|
(29.1
|
)
|
|
—
|
|
||||
|
Relocation costs
|
|
|
|
|
(4.4
|
)
|
|
—
|
|
||||||
|
Impairment charges
(7)
|
|
|
|
|
(44.0
|
)
|
|
—
|
|
||||||
|
Other
(8)
|
|
|
|
|
(48.4
|
)
|
|
—
|
|
||||||
|
Income before income taxes
|
|
|
|
|
|
|
$
|
612.4
|
|
|
$
|
490.8
|
|
||
|
(1)
|
Represents general corporate expenses and certain interest expense (including net interest on corporate debt).
|
|
(2)
|
Represents the purchase accounting effects of the 2005 sale of all of Hertz's stock on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and
|
|
(3)
|
Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.
|
|
(4)
|
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.
|
|
(5)
|
Represents the mark-to-market adjustment on our interest rate caps.
|
|
(6)
|
Primarily represents Dollar Thrifty integration related expenses and adjustments.
|
|
(7)
|
Related to FSNA and its subsidiary, Simply Wheelz. See Note 18—Subsequent Events.
|
|
(8)
|
Primarily represents expenses related to the loss on conversion of the convertible senior notes.
|
|
|
|
As of September 30,
|
|
As of December 31,
|
||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Total assets
|
|
|
|
|
|
|
||||||
|
U.S. car rental
|
|
$
|
14,772.4
|
|
|
$
|
13,608.2
|
|
|
$
|
8,330.2
|
|
|
International car rental
|
|
4,302.1
|
|
|
3,543.9
|
|
|
3,378.9
|
|
|||
|
Equipment rental
|
|
3,839.4
|
|
|
3,623.0
|
|
|
3,058.9
|
|
|||
|
All other operations
|
|
1,341.5
|
|
|
1,305.8
|
|
|
1,332.7
|
|
|||
|
Other reconciling items
|
|
1,316.4
|
|
|
1,205.1
|
|
|
1,572.8
|
|
|||
|
Total
|
|
$
|
25,571.8
|
|
|
$
|
23,286.0
|
|
|
$
|
17,673.5
|
|
|
|
Pension and Other Post-Employment Benefits
|
|
Foreign Currency Items
|
|
Unrealized Losses on Terminated Net Investment Hedges
|
|
Unrealized Gains on Available for Sale Securities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||
|
Balance at January 1, 2013
|
$
|
(109.8
|
)
|
|
$
|
102.7
|
|
|
$
|
(19.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
(26.9
|
)
|
|
Other comprehensive loss before reclassification
|
(0.2
|
)
|
|
(32.2
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(33.0
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Amounts reclassified from accumulated other comprehensive income
|
7.2
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net current period other comprehensive income (loss)
|
7.0
|
|
|
(30.9
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(24.5
|
)
|
||||||
|
Balance at September 30, 2013
|
$
|
(102.8
|
)
|
|
$
|
71.8
|
|
|
$
|
(19.4
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(51.4
|
)
|
|
|
Pension and Other Post-Employment Benefits
|
|
Foreign Currency Items
|
|
Unrealized Losses on Terminated Net Investment Hedges
|
|
Unrealized Gains on Available for Sale Securities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||
|
Balance at January 1, 2012
|
$
|
(99.6
|
)
|
|
$
|
91.3
|
|
|
$
|
(19.4
|
)
|
|
$
|
0.3
|
|
|
$
|
(1.0
|
)
|
|
$
|
(28.4
|
)
|
|
Other comprehensive income (loss) before reclassification
|
(0.3
|
)
|
|
3.7
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
8.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Amounts reclassified from accumulated other comprehensive income
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net current period Other comprehensive income (loss)
|
5.1
|
|
|
3.7
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
13.6
|
|
||||||
|
Balance at September 30, 2012
|
$
|
(94.5
|
)
|
|
$
|
95.0
|
|
|
$
|
(19.4
|
)
|
|
$
|
5.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
(14.8
|
)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Statement of Operations Captions
|
||||||||||||
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|||||||||
|
Pension and other postretirement benefit plans
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of actuarial losses
(1)
|
|
$
|
3.5
|
|
|
$
|
2.8
|
|
|
$
|
11.8
|
|
|
$
|
8.8
|
|
|
Selling, general and administrative
|
|
Tax provision
|
|
(1.4
|
)
|
|
(1.1
|
)
|
|
(4.6
|
)
|
|
(3.4
|
)
|
|
|
||||
|
Net of tax
|
|
$
|
2.1
|
|
|
$
|
1.7
|
|
|
$
|
7.2
|
|
|
$
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign Currency Items
(2)
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
Other Income
|
|
Total reclassifications for the period
|
|
$
|
2.3
|
|
|
$
|
1.7
|
|
|
$
|
8.5
|
|
|
$
|
5.4
|
|
|
|
|
(1)
|
Included in the computation of net periodic pension / postretirement expenses (see Note 9—Employee Retirement Benefits).
|
|
(2)
|
Tax amounts are included in "Provision for taxes on income" in the consolidation statements of operations.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
By Type:
|
|
|
|
|
|
|
|
||||||||
|
Termination benefits
|
$
|
14.8
|
|
|
$
|
0.3
|
|
|
$
|
32.3
|
|
|
$
|
16.5
|
|
|
Pension and post retirement expense
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
Consultant costs
|
0.7
|
|
|
0.1
|
|
|
1.5
|
|
|
0.7
|
|
||||
|
Relocation costs and temporary labor costs
|
14.0
|
|
|
0.1
|
|
|
14.1
|
|
|
0.1
|
|
||||
|
Facility closure and lease obligation costs
|
6.7
|
|
|
0.9
|
|
|
9.6
|
|
|
6.6
|
|
||||
|
Other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
||||
|
Total
|
$
|
36.3
|
|
|
$
|
1.5
|
|
|
$
|
57.6
|
|
|
$
|
24.3
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
By Caption:
|
|
|
|
|
|
|
|
||||||||
|
Direct operating
|
$
|
9.9
|
|
|
$
|
3.7
|
|
|
$
|
18.2
|
|
|
$
|
15.6
|
|
|
Selling, general and administrative
|
26.4
|
|
|
(2.2
|
)
|
|
39.4
|
|
|
8.7
|
|
||||
|
Total
|
$
|
36.3
|
|
|
$
|
1.5
|
|
|
$
|
57.6
|
|
|
$
|
24.3
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
By Segment:
|
|
|
|
|
|
|
|
||||||||
|
U.S. car rental
|
$
|
7.4
|
|
|
$
|
1.3
|
|
|
$
|
18.3
|
|
|
$
|
5.7
|
|
|
International car rental
|
8.6
|
|
|
(1.1
|
)
|
|
16.6
|
|
|
9.8
|
|
||||
|
Worldwide equipment rental
|
1.1
|
|
|
—
|
|
|
2.4
|
|
|
7.1
|
|
||||
|
All other operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Other reconciling items
|
19.2
|
|
|
1.3
|
|
|
20.3
|
|
|
1.7
|
|
||||
|
Total
|
$
|
36.3
|
|
|
$
|
1.5
|
|
|
$
|
57.6
|
|
|
$
|
24.3
|
|
|
|
Termination
Benefits
|
|
Pension
and Post-retirement
Expense
|
|
Consultant
Costs
|
|
Other
|
|
Total
|
||||||||||
|
Balance as of January 1, 2013
|
$
|
12.4
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
8.1
|
|
|
$
|
21.0
|
|
|
Charges incurred
|
32.3
|
|
|
0.1
|
|
|
1.5
|
|
|
23.7
|
|
|
57.6
|
|
|||||
|
Cash payments
|
(25.4
|
)
|
|
(0.2
|
)
|
|
(1.6
|
)
|
|
(2.1
|
)
|
|
(29.3
|
)
|
|||||
|
Other
(1)
|
(1.6
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(9.6
|
)
|
|
(11.3
|
)
|
|||||
|
Balance as of September 30, 2013
|
$
|
17.7
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
20.1
|
|
|
$
|
38.0
|
|
|
(1)
|
Consists of
$9.6 million
for facility closures,
$1.6 million
for accelerated equity award compensation and
$0.1 million
for a reclassification to accrued pension liabilities.
|
|
|
Fair Value of Derivative Instruments
(1)
|
||||||||||||||
|
|
Asset Derivatives
(2)
|
|
Liability Derivatives
(2)
|
||||||||||||
|
|
September 30,
2013 |
|
December 31,
2012 |
|
September 30,
2013 |
|
December 31,
2012 |
||||||||
|
Derivatives not designated as hedging
|
|
|
|
|
|
|
|
||||||||
|
instruments under ASC 815:
|
|
|
|
|
|
|
|
||||||||
|
Gasoline swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
Interest rate caps
|
0.9
|
|
|
0.9
|
|
|
0.8
|
|
|
0.9
|
|
||||
|
Foreign exchange forward contracts
|
3.9
|
|
|
3.4
|
|
|
0.8
|
|
|
4.5
|
|
||||
|
Foreign exchange options
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
|
Total derivatives not designated as hedging
|
|
|
|
|
|
|
|
||||||||
|
instruments under ASC 815
|
$
|
4.9
|
|
|
$
|
4.5
|
|
|
$
|
2.2
|
|
|
$
|
5.5
|
|
|
(1)
|
All fair value measurements were primarily based upon significant observable (Level 2) inputs.
|
|
(2)
|
All asset derivatives are recorded in "Prepaid expenses and other assets" and all liability derivatives are recorded in "Accrued liabilities" on our condensed consolidated balance sheets.
|
|
|
Location of Gain or (Loss)
Recognized on Derivatives
|
|
Amount of Gain or
(Loss) Recognized in
Income on Derivatives
|
||||||
|
|
|
|
Three Months Ended
September 30, |
||||||
|
|
|
|
2013
|
|
2012
|
||||
|
Derivatives not designated as hedging
|
|
|
|
|
|
||||
|
instruments under ASC 815:
|
|
|
|
|
|
||||
|
Gasoline swaps
|
Direct operating
|
|
$
|
1.0
|
|
|
$
|
2.1
|
|
|
Interest rate caps
|
Selling, general and administrative
|
|
(0.2
|
)
|
|
—
|
|
||
|
Foreign exchange forward contracts
|
Selling, general and administrative
|
|
(6.9
|
)
|
|
(6.2
|
)
|
||
|
Foreign exchange options
|
Selling, general and administrative
|
|
—
|
|
|
—
|
|
||
|
Total
|
|
|
$
|
(6.1
|
)
|
|
$
|
(4.1
|
)
|
|
|
Location of Gain or (Loss)
Recognized on Derivatives
|
|
Amount of Gain or
(Loss) Recognized in
Income on Derivatives
|
||||||
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
|
|
2013
|
|
2012
|
||||
|
Derivatives not designated as hedging
|
|
|
|
|
|
||||
|
instruments under ASC 815:
|
|
|
|
|
|
||||
|
Gasoline swaps
|
Direct operating
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
Interest rate caps
|
Selling, general and administrative
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||
|
Foreign exchange forward contracts
|
Selling, general and administrative
|
|
(9.8
|
)
|
|
(11.8
|
)
|
||
|
Foreign exchange options
|
Selling, general and administrative
|
|
(0.1
|
)
|
|
0.1
|
|
||
|
Total
|
|
|
$
|
(9.8
|
)
|
|
$
|
(11.2
|
)
|
|
As of September 30, 2013:
|
|
|
|
|
|
Gross amounts not offset in Balance Sheet
|
|||||||||||||||||
|
|
Gross assets
|
|
Gross assets offset in Balance Sheet
|
|
Net recognized assets in Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amount
|
||||||||||||
|
Interest rate caps
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
Foreign exchange forward contracts
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
(1.3
|
)
|
|
—
|
|
|
2.6
|
|
||||||
|
Foreign exchange options
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Total
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
4.9
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
Gross amounts not offset in Balance Sheet
|
||||||||||||||||
|
|
Gross liabilities
|
|
Gross liabilities offset in Balance Sheet
|
|
Net recognized liabilities in Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amount
|
||||||||||||
|
Gasoline swaps
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest rate caps
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
|
Foreign exchange forward contracts
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Total
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
As of December 31, 2012:
|
|
|
|
|
|
Gross amounts not offset in Balance Sheet
|
|||||||||||||||||
|
|
Gross assets
|
|
Gross assets offset in Balance Sheet
|
|
Net recognized assets in Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amount
|
||||||||||||
|
Interest rate caps
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
Foreign exchange forward contracts
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
(1.3
|
)
|
|
—
|
|
|
2.1
|
|
||||||
|
Foreign exchange options
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Total
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
|
|
|
|
|
|
|
Gross amounts not offset in Balance Sheet
|
||||||||||||||||
|
|
Gross liabilities
|
|
Gross liabilities offset in Balance Sheet
|
|
Net recognized liabilities in Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amount
|
||||||||||||
|
Interest rate caps
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
Gasoline swaps
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
|
Foreign exchange forward contracts
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|
(1.5
|
)
|
|
—
|
|
|
3.0
|
|
||||||
|
Total
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
4.0
|
|
|
|
September 30, 2013
|
||||||||||||||
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in Active Markets
for Identical Instruments (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
Prepaid Expenses and Other Assets:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate caps
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
Foreign currency forward contracts
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
||||
|
Foreign exchange options
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
Total
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Gasoline swaps
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
Interest rate caps
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
|
Foreign currency forward contracts
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
|
Total
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in Active Markets
for Identical Instruments (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
Prepaid Expenses and Other Assets:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate caps
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
Foreign currency forward contracts
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
||||
|
Foreign exchange options
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
|
Total
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Gasoline swaps
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
Interest rate caps
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
|
Foreign currency forward contracts
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||
|
Total
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||
|
|
|
September 30, 2013
|
|
September 30, 2013
|
|
||||
|
Fair Value Measurements Using Level 3 Inputs Convertible Notes
|
|
|
|
|
|
||||
|
Balance at the beginning of period
|
|
$
|
132.0
|
|
|
$
|
—
|
|
|
|
Realized gain (losses) included in earnings
|
|
—
|
|
|
—
|
|
|
||
|
Unrealized gains (losses) related to investments
|
|
(3.0
|
)
|
|
(1.0
|
)
|
|
||
|
Purchases
|
|
—
|
|
|
130.0
|
|
|
||
|
Settlements
|
|
—
|
|
|
—
|
|
|
||
|
Balance at September 30, 2013
|
|
$
|
129.0
|
|
|
$
|
129.0
|
|
|
|
Revenue Earning Equipment Asset
|
Fair Value as of September 30, 2013
|
Valuation Technique
|
Unobservable Input
|
Range
|
|
Subleased Vehicles - Advantage
|
$279 million
|
A Combination of The Income And Market Approaches
|
Probability of Payment
|
0%
|
|
|
|
|
Projected Month of Disposal
|
December 2013 - April 2014
|
|
|
|
|
Probability of A Buy-Out
|
0 - 60%
|
|
|
|
|
Probability of Bankruptcy
|
0 - 100%
|
|
•
|
Clayton, Dubilier & Rice, Inc., which was succeeded by Clayton, Dubilier & Rice, LLC, or “CD&R,”
|
|
•
|
The Carlyle Group, or “Carlyle,” and
|
|
•
|
Merrill Lynch & Co., Inc., or "Merrill Lynch,"
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
|
Numerator:
|
|
|
|
|
|
|
|
||||||||
|
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic
|
$
|
214.7
|
|
|
$
|
242.9
|
|
|
$
|
354.1
|
|
|
$
|
279.5
|
|
|
Interest on Convertible Senior Notes, net of tax
|
2.2
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
||||
|
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted
|
$
|
216.9
|
|
|
$
|
242.9
|
|
|
$
|
361.1
|
|
|
$
|
279.5
|
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
|
Weighted average shares used in basic computation
|
424.9
|
|
|
420.6
|
|
|
413.9
|
|
|
419.6
|
|
||||
|
Add: Stock options, RSUs and PSUs
|
7.0
|
|
|
4.0
|
|
|
6.8
|
|
|
5.0
|
|
||||
|
Add: Potential issuance of common stock upon conversion of Convertible Senior Notes
|
33.1
|
|
|
20.9
|
|
|
43.0
|
|
|
22.5
|
|
||||
|
Weighted average shares used in diluted computation
|
465.0
|
|
|
445.5
|
|
|
463.7
|
|
|
447.1
|
|
||||
|
Earnings per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic
|
$
|
0.51
|
|
|
$
|
0.58
|
|
|
$
|
0.86
|
|
|
$
|
0.67
|
|
|
Earnings per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted
|
$
|
0.47
|
|
|
$
|
0.55
|
|
|
$
|
0.78
|
|
|
$
|
0.63
|
|
|
•
|
our ability to integrate the car rental operations of Dollar Thrifty Automotive Group, Inc., or "Dollar Thrifty," and realize operational efficiencies from that acquisition;
|
|
•
|
the operational and profitability impact of the divestitures that we agreed to undertake in order to secure regulatory approval for the acquisition of Dollar Thrifty;
|
|
•
|
levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets;
|
|
•
|
our ability to collect amounts owed by Simply Wheelz, LLC., or “Simply Wheelz,” and uncertainty of our future commercial arrangements with Franchise Services of North America, "FSNA," and its subsidiary Simply Wheelz;
|
|
•
|
the impact of pending and future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, which could materially adversely affect unemployment rates and consumer spending levels;
|
|
•
|
significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets, including on our pricing policies or use of incentives;
|
|
•
|
occurrences that disrupt rental activity during our peak periods;
|
|
•
|
our ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability;
|
|
•
|
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;
|
|
•
|
our ability to accurately estimate future levels of rental activity and adjust the size and mix of our fleet accordingly;
|
|
•
|
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;
|
|
•
|
safety recalls by the manufacturers of our vehicles and equipment;
|
|
•
|
a major disruption in our communication or centralized information networks;
|
|
•
|
financial instability of the manufacturers of our vehicles and equipment;
|
|
•
|
any impact on us from the actions of our licensees, franchisees, dealers and independent contractors;
|
|
•
|
our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);
|
|
•
|
shortages of fuel and increases or volatility in fuel costs;
|
|
•
|
our ability to successfully integrate acquisitions and complete dispositions;
|
|
•
|
our ability to maintain favorable brand recognition;
|
|
•
|
costs and risks associated with litigation;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
changes to our senior management team;
|
|
•
|
the effect of tangible and intangible asset impairment charges;
|
|
•
|
the impact of our derivative instruments, which can be affected by fluctuations in interest rates and commodity prices;
|
|
•
|
our exposure to fluctuations in foreign exchange rates; and
|
|
•
|
other risks and uncertainties described from time to time in periodic and current reports that we file with the SEC.
|
|
•
|
Clayton, Dubilier & Rice, Inc., which was succeeded by Clayton, Dubilier & Rice, LLC, or “CD&R,”
|
|
•
|
The Carlyle Group, or “Carlyle,” and
|
|
•
|
Merrill Lynch & Co., Inc., or "Merrill Lynch,"
|
|
•
|
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 the sale of loss or collision damage waivers, liability insurance coverage and other products and fees and certain cost reimbursements from our licensees and from FSNA for the sublease of vehicles);
|
|
•
|
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 and consumables); and
|
|
•
|
All other operations revenues (revenues from fleet leasing and management services and other business activities, such as our third party claims management services).
|
|
•
|
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 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 (including advertising); and
|
|
•
|
Interest expense.
|
|
|
|
|
|
|
Percentage of Revenues
|
||||||||
|
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||
|
Worldwide car rental
|
$
|
2,534.1
|
|
|
$
|
2,031.6
|
|
|
82.6
|
%
|
|
80.8
|
%
|
|
Worldwide equipment rental
|
401.8
|
|
|
363.0
|
|
|
13.1
|
|
|
14.4
|
|
||
|
All other operations
|
133.5
|
|
|
121.6
|
|
|
4.3
|
|
|
4.8
|
|
||
|
Total revenues
|
3,069.4
|
|
|
2,516.2
|
|
|
100.0
|
|
|
100.0
|
|
||
|
Expenses:
|
|
|
|
|
|
|
|
|
|||||
|
Direct operating
|
1,525.4
|
|
|
1,241.1
|
|
|
49.7
|
|
|
49.3
|
|
||
|
Depreciation of revenue earning equipment and lease charges
|
676.7
|
|
|
560.5
|
|
|
22.1
|
|
|
22.3
|
|
||
|
Selling, general and administrative
|
276.8
|
|
|
201.0
|
|
|
9.0
|
|
|
8.0
|
|
||
|
Interest expense
|
182.3
|
|
|
154.9
|
|
|
5.9
|
|
|
6.1
|
|
||
|
Interest income
|
(3.5
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
||
|
Other (income) expense, net
|
83.4
|
|
|
(9.5
|
)
|
|
2.7
|
|
|
(0.4
|
)
|
||
|
Total expenses
|
2,741.1
|
|
|
2,147.3
|
|
|
89.3
|
|
|
85.3
|
|
||
|
Income before income taxes
|
328.3
|
|
|
368.9
|
|
|
10.7
|
|
|
14.7
|
|
||
|
Provision for taxes on income
|
(113.6
|
)
|
|
(126.0
|
)
|
|
(3.7
|
)
|
|
(5.0
|
)
|
||
|
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
|
$
|
214.7
|
|
|
$
|
242.9
|
|
|
7.0
|
%
|
|
9.7
|
%
|
|
|
Three Months Ended
or as of September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
|
Selected U.S. Car Rental Operating Data:
|
|
|
|
||||
|
Number of transactions (in thousands)
|
7,072
|
|
|
5,675
|
|
||
|
Transaction days (in thousands)
(a)
|
36,064
|
|
|
28,077
|
|
||
|
Total RPD
(b)
|
$
|
48.33
|
|
|
$
|
47.40
|
|
|
Average number of cars (Company-operated)
|
493,400
|
|
|
368,400
|
|
||
|
Average number of cars (Leased)
|
23,400
|
|
|
—
|
|
||
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
391.8
|
|
|
$
|
317.0
|
|
|
Revenue earning equipment, net (in millions)
|
$
|
8,987.1
|
|
|
$
|
6,253.0
|
|
|
|
|
|
|
||||
|
Selected International Car Rental Operating Data:
|
|
|
|
||||
|
Number of transactions (in thousands)
|
2,126
|
|
|
2,029
|
|
||
|
Transaction days (in thousands)
(a)
|
14,278
|
|
|
13,536
|
|
||
|
Total RPD
(b)
|
$
|
55.27
|
|
|
$
|
53.74
|
|
|
Average number of cars (Company-operated)
|
187,900
|
|
|
181,600
|
|
||
|
Average number of cars (Leased)
|
800
|
|
|
—
|
|
||
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
129.4
|
|
|
$
|
99.4
|
|
|
Revenue earning equipment, net (in millions)
|
$
|
2,708.0
|
|
|
$
|
2,655.8
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
Selected Worldwide Equipment Rental Operating Data:
|
|
|
|
||||
|
Rental and rental related revenue (in millions of dollars)
(d)
|
$
|
371.8
|
|
|
$
|
334.3
|
|
|
Same store revenue growth, including growth initiatives
(e)
|
7.4
|
%
|
|
8.1
|
%
|
||
|
Average acquisition cost of rental equipment operated during the period (in millions of dollars)
|
$
|
3,462.0
|
|
|
$
|
3,141.0
|
|
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
87.5
|
|
|
$
|
76.2
|
|
|
Revenue earning equipment, net (in millions of dollars)
|
$
|
2,410.0
|
|
|
$
|
2,184.8
|
|
|
|
|
|
|
||||
|
Selected All Other Operations Operating Data:
|
|
|
|
||||
|
Average number of cars during the period (Donlen - under lease and maintenance)
|
170,800
|
|
|
153,200
|
|
||
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
14.0
|
|
|
$
|
12.9
|
|
|
Revenue earning equipment, net (in millions of dollars)
|
$
|
1,110.2
|
|
|
$
|
1,127.5
|
|
|
(a)
|
Transaction days represent the total number of days that vehicles were on rent in a given period.
|
|
(b)
|
Car rental revenue consists of all revenue (including U.S. and International), net of discounts, associated with the rental of cars including charges for optional insurance products, revenue from fleet subleases, and licensee transactions. But for purposes of calculating total revenue per transaction day, or “Total RPD,” we exclude revenue from fleet subleases. Total RPD is calculated as total revenue less revenue from fleet subleases, 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 appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management and investors as it represents the best 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
|
||||||||||||
|
|
Three Months Ended September 30,
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Revenues
|
$
|
1,765.5
|
|
|
$
|
1,331.0
|
|
|
$
|
768.6
|
|
|
$
|
700.6
|
|
|
Advantage sublease revenue
|
(22.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
20.5
|
|
|
26.8
|
|
||||
|
Total rental revenue
|
$
|
1,743.0
|
|
|
$
|
1,331.0
|
|
|
$
|
789.1
|
|
|
$
|
727.4
|
|
|
Transaction days (in thousands)
|
36,064
|
|
|
28,077
|
|
|
14,278
|
|
|
13,536
|
|
||||
|
Total RPD (in whole dollars)
|
$
|
48.33
|
|
|
$
|
47.40
|
|
|
$
|
55.27
|
|
|
$
|
53.74
|
|
|
(c)
|
Adjusted pre-tax income is calculated as income before income taxes plus certain non-cash purchase accounting charges, non-cash debt charges relating to the amortization and write-off of debt financing costs and debt discounts and certain one-time charges and non-operational items. Adjusted pre-tax income 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. The contribution of our reportable segments to adjusted pre-tax income and reconciliation to consolidated amounts are presented below (in millions of dollars):
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
Adjusted pre-tax income:
|
|
|
|
||||
|
U.S. car rental
|
$
|
391.8
|
|
|
$
|
317.0
|
|
|
International car rental
|
129.4
|
|
|
99.4
|
|
||
|
Worldwide equipment rental
|
87.5
|
|
|
76.2
|
|
||
|
All other operations
|
14.0
|
|
|
12.9
|
|
||
|
Total
|
622.7
|
|
|
505.5
|
|
||
|
Adjustments:
|
|
|
|
||||
|
Other reconciling items
(1)
|
(103.2
|
)
|
|
(80.7
|
)
|
||
|
Purchase accounting
(2)
|
(34.3
|
)
|
|
(23.9
|
)
|
||
|
Non-cash debt charges
(3)
|
(17.6
|
)
|
|
(20.5
|
)
|
||
|
Restructuring charges
|
(36.3
|
)
|
|
(1.5
|
)
|
||
|
Restructuring related charges
(4)
|
(2.9
|
)
|
|
(2.0
|
)
|
||
|
Derivative gains (losses)
(5)
|
(0.5
|
)
|
|
0.1
|
|
||
|
Acquisition related costs
|
(3.4
|
)
|
|
(8.1
|
)
|
||
|
Integration expenses
(6)
|
(8.3
|
)
|
|
—
|
|
||
|
Relocation costs
|
(3.9
|
)
|
|
—
|
|
||
|
Impairment charges
(7)
|
(44.0
|
)
|
|
—
|
|
||
|
Other
(8)
|
(40.0
|
)
|
|
—
|
|
||
|
Income before income taxes
|
$
|
328.3
|
|
|
$
|
368.9
|
|
|
(1)
|
Represents general corporate expenses and certain interest expense (including net interest on corporate debt).
|
|
(2)
|
Represents the purchase accounting effects of the 2005 sale of all of Hertz's stock on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of certain subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.
|
|
(3)
|
Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.
|
|
(4)
|
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.
|
|
(5)
|
Represents the mark-to-market adjustment on our interest rate caps.
|
|
(6)
|
Primarily represents Dollar Thrifty integration related expenses and adjustments.
|
|
(7)
|
Related to FSNA and its subsidiary, Simply Wheelz.
|
|
(8)
|
Primarily represents expenses related to the loss on conversion of the convertible senior notes.
|
|
(d)
|
Worldwide equipment rental and rental related revenue 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. 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 is utilized in the measurement of rental revenue generated per dollar invested in fleet on an annualized basis and is comparable with the reporting of other industry participants. The following table reconciles our worldwide equipment rental segment revenues to our equipment rental and rental related revenue (based on December 31, 2012 foreign exchange rates) for the three months ended September 30, 2013 and 2012 (in millions of dollars):
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
Worldwide equipment rental segment revenues
|
$
|
401.8
|
|
|
$
|
363.0
|
|
|
Worldwide equipment sales and other revenue
|
(33.1
|
)
|
|
(30.1
|
)
|
||
|
Foreign currency adjustment
|
3.1
|
|
|
1.4
|
|
||
|
Rental and rental related revenue
|
$
|
371.8
|
|
|
$
|
334.3
|
|
|
(e)
|
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.
|
|
|
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
(in millions of dollars)
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Revenues by Segment
|
|
|
|
|
|
|
|
|||||||
|
U.S. car rental
|
$
|
1,765.5
|
|
|
$
|
1,331.0
|
|
|
$
|
434.5
|
|
|
32.6
|
%
|
|
International car rental
|
768.6
|
|
|
700.6
|
|
|
68.0
|
|
|
9.7
|
%
|
|||
|
Worldwide equipment rental
|
401.8
|
|
|
363.0
|
|
|
38.8
|
|
|
10.7
|
%
|
|||
|
All other operations
|
133.5
|
|
|
121.6
|
|
|
11.9
|
|
|
9.8
|
%
|
|||
|
Total revenues
|
$
|
3,069.4
|
|
|
$
|
2,516.2
|
|
|
$
|
553.2
|
|
|
22.0
|
%
|
|
|
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
(in millions of dollars)
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
|
Fleet related expenses
|
$
|
374.8
|
|
|
$
|
300.0
|
|
|
$
|
74.8
|
|
|
24.9
|
%
|
|
Personnel related expenses
|
465.6
|
|
|
386.3
|
|
|
79.3
|
|
|
20.5
|
%
|
|||
|
Other direct operating expenses
|
685.0
|
|
|
554.8
|
|
|
130.2
|
|
|
23.5
|
%
|
|||
|
Direct operating
|
1,525.4
|
|
|
1,241.1
|
|
|
284.3
|
|
|
22.9
|
%
|
|||
|
Depreciation of revenue earning equipment and lease charges
|
676.7
|
|
|
560.5
|
|
|
116.2
|
|
|
20.7
|
%
|
|||
|
Selling, general and administrative
|
276.8
|
|
|
201.0
|
|
|
75.8
|
|
|
37.7
|
%
|
|||
|
Interest expense
|
182.3
|
|
|
154.9
|
|
|
27.4
|
|
|
17.7
|
%
|
|||
|
Interest income
|
(3.5
|
)
|
|
(0.7
|
)
|
|
(2.8
|
)
|
|
400.0
|
%
|
|||
|
Other (income) expense, net
|
83.4
|
|
|
(9.5
|
)
|
|
92.9
|
|
|
(977.9
|
)%
|
|||
|
Total expenses
|
$
|
2,741.1
|
|
|
$
|
2,147.3
|
|
|
$
|
593.8
|
|
|
27.7
|
%
|
|
|
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
(in millions of dollars)
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Income before income taxes
|
$
|
328.3
|
|
|
$
|
368.9
|
|
|
$
|
(40.6
|
)
|
|
(11.0
|
)%
|
|
Provision for taxes on income
|
(113.6
|
)
|
|
(126.0
|
)
|
|
12.4
|
|
|
(9.8
|
)%
|
|||
|
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
|
$
|
214.7
|
|
|
$
|
242.9
|
|
|
$
|
(28.2
|
)
|
|
(11.6
|
)%
|
|
|
|
|
|
|
Percentage of Revenues
|
||||||||
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||
|
Worldwide car rental
|
$
|
6,686.3
|
|
|
$
|
5,353.6
|
|
|
81.4
|
%
|
|
79.9
|
%
|
|
Worldwide equipment rental
|
1,137.1
|
|
|
1,000.1
|
|
|
13.8
|
|
|
14.9
|
|
||
|
All other operations
|
397.2
|
|
|
348.6
|
|
|
4.8
|
|
|
5.2
|
|
||
|
Total revenues
|
8,220.6
|
|
|
6,702.3
|
|
|
100.0
|
|
|
100.0
|
|
||
|
Expenses:
|
|
|
|
|
|
|
|
|
|||||
|
Direct operating
|
4,282.6
|
|
|
3,544.2
|
|
|
52.1
|
|
|
52.9
|
|
||
|
Depreciation of revenue earning equipment and lease charges
|
1,904.8
|
|
|
1,595.4
|
|
|
23.2
|
|
|
23.8
|
|
||
|
Selling, general and administrative
|
803.5
|
|
|
615.3
|
|
|
9.8
|
|
|
9.2
|
|
||
|
Interest expense
|
542.9
|
|
|
469.4
|
|
|
6.6
|
|
|
7.0
|
|
||
|
Interest income
|
(7.3
|
)
|
|
(2.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
||
|
Other (income) expense, net
|
81.7
|
|
|
(10.5
|
)
|
|
1.0
|
|
|
(0.2
|
)
|
||
|
Total expenses
|
7,608.2
|
|
|
6,211.5
|
|
|
92.6
|
|
|
92.7
|
|
||
|
Income before income taxes
|
612.4
|
|
|
490.8
|
|
|
7.4
|
|
|
7.3
|
|
||
|
Provision for taxes on income
|
(258.3
|
)
|
|
(211.3
|
)
|
|
(3.1
|
)
|
|
(3.1
|
)
|
||
|
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
|
$
|
354.1
|
|
|
$
|
279.5
|
|
|
4.3
|
%
|
|
4.2
|
%
|
|
|
Nine Months Ended
or as of September 30, |
||||||
|
|
2013
|
|
2012
|
||||
|
Selected U.S. Car Rental Operating Data:
|
|
|
|
||||
|
Number of transactions (in thousands)
|
20,380
|
|
|
16,131
|
|
||
|
Transaction days (in thousands)
(a)
|
100,306
|
|
|
77,214
|
|
||
|
Total RPD
(b)
|
$
|
47.68
|
|
|
$
|
46.62
|
|
|
Average number of cars (Company-operated)
|
467,100
|
|
|
347,300
|
|
||
|
Average number of cars (Leased)
|
22,700
|
|
|
—
|
|
||
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
934.6
|
|
|
$
|
658.4
|
|
|
Revenue earning equipment, net (in millions)
|
$
|
8,987.1
|
|
|
$
|
6.3
|
|
|
|
|
|
|
||||
|
Selected International Car Rental Operating Data:
|
|
|
|
||||
|
Number of transactions (in thousands)
|
5,721
|
|
|
5,477
|
|
||
|
Transaction days (in thousands)
(a)
|
34,553
|
|
|
33,324
|
|
||
|
Total RPD
(b)
|
$
|
54.21
|
|
|
$
|
53.84
|
|
|
Average number of cars (Company-operated)
|
162,600
|
|
|
157,200
|
|
||
|
Average number of cars (Leased)
|
600
|
|
|
—
|
|
||
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
125.8
|
|
|
$
|
106.4
|
|
|
Revenue earning equipment, net (in millions)
|
$
|
2,708.0
|
|
|
$
|
2,655.8
|
|
|
|
|
|
|
||||
|
Selected Worldwide Equipment Rental Operating Data:
|
|
|
|
||||
|
Rental and rental related revenue (in millions of dollars)
(d)
|
$
|
1,044.3
|
|
|
$
|
914.8
|
|
|
Same store revenue growth, including growth initiatives
(e)
|
10.6
|
%
|
|
8.1
|
%
|
||
|
Average acquisition cost of rental equipment operated during the period (in millions of dollars)
|
$
|
3,369.6
|
|
|
$
|
3,017.9
|
|
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
207.1
|
|
|
$
|
144.6
|
|
|
Revenue earning equipment, net (in millions of dollars)
|
$
|
2,410.0
|
|
|
$
|
2,184.8
|
|
|
|
|
|
|
||||
|
Selected All Other Operations Operating Data:
|
|
|
|
||||
|
Average number of cars during the period (Donlen - under lease and maintenance)
|
168,100
|
|
|
146,900
|
|
||
|
Adjusted pre-tax income (in millions of dollars)
(c)
|
$
|
41.2
|
|
|
$
|
34.5
|
|
|
Revenue earning equipment, net (in millions of dollars)
|
$
|
1,110.2
|
|
|
$
|
1,127.5
|
|
|
(a)
|
For further details relating to transaction days, Total RPD, adjusted pre-tax income, equipment rental and rental related revenue and equipment rental same store revenue growth including growth initiatives, see "Three Months Ended September 30, 2013 Compared with Three Months Ended September 30, 2012—Summary."
|
|
(b)
|
The following table reconciles our total car rental segment revenues to our rental revenue and Total RPD (based on December 31, 2012 foreign exchange rates) for the nine months ended September 30, 2013 and 2012 (in millions of dollars, except as noted):
|
|
|
U.S. car rental segment
|
|
International car rental segment
|
||||||||||||
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Revenues
|
$
|
4,848.0
|
|
|
$
|
3,599.6
|
|
|
$
|
1,838.3
|
|
|
$
|
1,754.0
|
|
|
Advantage sublease revenues
|
(65.0
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||
|
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
34.7
|
|
|
40.1
|
|
||||
|
Total rental revenue
|
$
|
4,783.0
|
|
|
$
|
3,599.6
|
|
|
$
|
1,873.0
|
|
|
$
|
1,794.1
|
|
|
Transaction days (in thousands)
|
100,306
|
|
|
77,214
|
|
|
34,553
|
|
|
33,324
|
|
||||
|
Total RPD (in whole dollars)
|
$
|
47.68
|
|
|
$
|
46.62
|
|
|
$
|
54.21
|
|
|
$
|
53.84
|
|
|
(c)
|
Adjusted pre-tax income is calculated as income (loss) before income taxes plus certain non-cash purchase accounting charges, non-cash debt charges relating to the amortization and write-off of debt financing costs and debt discounts and certain one-time charges and non-operational items. Adjusted pre-tax income 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. The contribution of our reportable segments to adjusted pre-tax income and reconciliation to consolidated amounts are presented below (in millions of dollars):
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Adjusted pre-tax income:
|
|
|
|
||||
|
U.S. car rental
|
$
|
934.6
|
|
|
$
|
658.4
|
|
|
International car rental
|
125.8
|
|
|
106.4
|
|
||
|
Worldwide equipment rental
|
207.1
|
|
|
144.6
|
|
||
|
All other operations
|
41.2
|
|
|
34.5
|
|
||
|
Total
|
1,308.7
|
|
|
943.9
|
|
||
|
Adjustments:
|
|
|
|
||||
|
Other reconciling items
(1)
|
(330.2
|
)
|
|
(255.8
|
)
|
||
|
Purchase accounting
(2)
|
(99.8
|
)
|
|
(76.9
|
)
|
||
|
Non-cash debt charges
(3)
|
(54.4
|
)
|
|
(66.3
|
)
|
||
|
Restructuring charges
|
(57.6
|
)
|
|
(24.3
|
)
|
||
|
Restructuring related charges
(4)
|
(14.2
|
)
|
|
(10.3
|
)
|
||
|
Derivative gains (losses)
(5)
|
(0.5
|
)
|
|
0.1
|
|
||
|
Acquisition related costs
|
(13.7
|
)
|
|
(19.6
|
)
|
||
|
Integration expenses
(6)
|
(29.1
|
)
|
|
—
|
|
||
|
Relocation costs
|
(4.4
|
)
|
|
—
|
|
||
|
Impairment charges
(7)
|
(44.0
|
)
|
|
—
|
|
||
|
Other
(8)
|
(48.4
|
)
|
|
—
|
|
||
|
Income before income taxes
|
$
|
612.4
|
|
|
$
|
490.8
|
|
|
(1)
|
Represents general corporate expenses and certain interest expense (including net interest on corporate debt).
|
|
(2)
|
Represents the purchase accounting effects of the 2005 sale of all of Hertz's stock on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of certain subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.
|
|
(3)
|
Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.
|
|
(4)
|
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.
|
|
(5)
|
Represents the mark-to-market adjustment on our interest rate caps.
|
|
(6)
|
Primarily represents Dollar Thrifty integration related expenses and adjustments.
|
|
(7)
|
Related to FSNA and its subsidiary, Simply Wheelz.
|
|
(8)
|
Primarily represents expenses related to the loss on conversion of the convertible senior notes.
|
|
(d)
|
Worldwide equipment rental and rental related revenue 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. 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 is utilized in the measurement of rental revenue generated per dollar invested in fleet on an annualized basis and is comparable with the reporting of other industry participants. The following table reconciles our equipment rental segment revenues to our equipment rental and rental related revenue (based on December 31, 2012 foreign exchange rates) for the nine months ended September 30, 2013 and 2012 (in millions of dollars):
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Worldwide equipment rental segment revenues
|
$
|
1,137.1
|
|
|
$
|
1,000.1
|
|
|
Worldwide equipment sales and other revenue
|
(98.6
|
)
|
|
(89.0
|
)
|
||
|
Foreign currency adjustment
|
5.8
|
|
|
(3.7
|
)
|
||
|
Rental and rental related revenue
|
$
|
1,044.3
|
|
|
$
|
907.4
|
|
|
(e)
|
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.
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
(in millions of dollars)
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Revenues by Segment
|
|
|
|
|
|
|
|
|||||||
|
U.S. car rental
|
$
|
4,848.0
|
|
|
$
|
3,599.6
|
|
|
$
|
1,248.4
|
|
|
34.7
|
%
|
|
International car rental
|
1,838.3
|
|
|
1,754.0
|
|
|
84.3
|
|
|
4.8
|
%
|
|||
|
Worldwide equipment rental
|
1,137.1
|
|
|
1,000.1
|
|
|
137.0
|
|
|
13.7
|
%
|
|||
|
All other operations
|
397.2
|
|
|
348.6
|
|
|
48.6
|
|
|
13.9
|
%
|
|||
|
Total revenues
|
$
|
8,220.6
|
|
|
$
|
6,702.3
|
|
|
$
|
1,518.3
|
|
|
22.7
|
%
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
(in millions of dollars)
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Expenses:
|
|
|
|
|
|
|
|
|||||||
|
Fleet related expenses
|
$
|
1,022.4
|
|
|
$
|
838.3
|
|
|
$
|
184.1
|
|
|
22.0
|
%
|
|
Personnel related expenses
|
1,360.4
|
|
|
1,151.8
|
|
|
208.6
|
|
|
18.1
|
%
|
|||
|
Other direct operating expenses
|
1,899.8
|
|
|
1,554.1
|
|
|
345.7
|
|
|
22.2
|
%
|
|||
|
Direct operating
|
4,282.6
|
|
|
3,544.2
|
|
|
738.4
|
|
|
20.8
|
%
|
|||
|
Depreciation of revenue earning equipment and lease charges
|
1,904.8
|
|
|
1,595.4
|
|
|
309.4
|
|
|
19.4
|
%
|
|||
|
Selling, general and administrative
|
803.5
|
|
|
615.3
|
|
|
188.2
|
|
|
30.6
|
%
|
|||
|
Interest expense
|
542.9
|
|
|
469.4
|
|
|
73.5
|
|
|
15.7
|
%
|
|||
|
Interest income
|
(7.3
|
)
|
|
(2.3
|
)
|
|
(5.0
|
)
|
|
217.4
|
%
|
|||
|
Other (income) expense, net
|
81.7
|
|
|
(10.5
|
)
|
|
92.2
|
|
|
(878.1
|
)%
|
|||
|
Total expenses
|
$
|
7,608.2
|
|
|
$
|
6,211.5
|
|
|
$
|
1,396.7
|
|
|
22.5
|
%
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
(in millions of dollars)
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Income before income taxes
|
612.4
|
|
|
490.8
|
|
|
$
|
121.6
|
|
|
24.8
|
%
|
||
|
Provision for taxes on income
|
(258.3
|
)
|
|
(211.3
|
)
|
|
(47.0
|
)
|
|
22.2
|
%
|
|||
|
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
|
$
|
354.1
|
|
|
$
|
279.5
|
|
|
$
|
74.6
|
|
|
26.7
|
%
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||
|
(in millions of dollars)
|
2013
|
|
2012
|
|
$ Change
|
||||||
|
Cash provided by (used in):
|
|
|
|
|
|
||||||
|
Operating activities
|
$
|
2,851.6
|
|
|
$
|
2,131.2
|
|
|
720.4
|
|
|
|
Investing activities
|
(4,035.6
|
)
|
|
(3,257.0
|
)
|
|
(778.6
|
)
|
|||
|
Financing activities
|
1,201.1
|
|
|
646.3
|
|
|
554.8
|
|
|||
|
Effect of exchange rate changes
|
(1.7
|
)
|
|
1.1
|
|
|
(2.8
|
)
|
|||
|
Net change in cash and cash equivalents
|
$
|
15.4
|
|
|
$
|
(478.4
|
)
|
|
$
|
493.8
|
|
|
|
Revenue Earning Equipment
|
|
Property and Equipment
|
||||||||||||||||||||
|
|
Capital
Expenditures
|
|
Disposal
Proceeds
|
|
Net Capital
Expenditures
|
|
Capital
Expenditures
|
|
Disposal
Proceeds
|
|
Net Capital
Expenditures
|
||||||||||||
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
First Quarter
|
$
|
3,253.0
|
|
|
$
|
(2,237.9
|
)
|
|
$
|
1,015.1
|
|
|
$
|
80.1
|
|
|
$
|
(23.5
|
)
|
|
$
|
56.6
|
|
|
Second Quarter
|
3,572.5
|
|
|
(1,504.9
|
)
|
|
2,067.6
|
|
|
88.0
|
|
|
(19.0
|
)
|
|
69.0
|
|
||||||
|
Third Quarter
|
2,515.5
|
|
|
(1,926.4
|
)
|
|
589.1
|
|
|
78.3
|
|
|
(19.8
|
)
|
|
58.5
|
|
||||||
|
|
$
|
9,341.0
|
|
|
$
|
(5,669.2
|
)
|
|
$
|
3,671.8
|
|
|
$
|
246.4
|
|
|
$
|
(62.3
|
)
|
|
$
|
184.1
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
First Quarter
|
$
|
2,648.7
|
|
|
$
|
(2,009.3
|
)
|
|
$
|
639.4
|
|
|
$
|
74.2
|
|
|
$
|
(47.6
|
)
|
|
$
|
26.6
|
|
|
Second Quarter
|
3,062.3
|
|
|
(1,599.0
|
)
|
|
1,463.3
|
|
|
63.0
|
|
|
(8.8
|
)
|
|
54.2
|
|
||||||
|
Third Quarter
|
1,994.9
|
|
|
(1,230.6
|
)
|
|
764.3
|
|
|
84.4
|
|
|
(30.4
|
)
|
|
54.0
|
|
||||||
|
|
$
|
7,705.9
|
|
|
(4,838.9
|
)
|
|
2,867.0
|
|
|
221.6
|
|
|
(86.8
|
)
|
|
134.8
|
|
|||||
|
|
Nine Months Ended
September 30, |
|
|
|
|
|||||||||
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Revenue earning equipment expenditures
|
|
|
|
|
|
|
|
|||||||
|
U.S. car rental
|
$
|
5,435.0
|
|
|
$
|
3,905.0
|
|
|
$
|
1,530.0
|
|
|
39.2
|
%
|
|
International car rental
|
2,574.1
|
|
|
2,242.0
|
|
|
332.1
|
|
|
14.8
|
%
|
|||
|
Worldwide equipment rental
|
581.5
|
|
|
606.5
|
|
|
(25.0
|
)
|
|
(4.1
|
)%
|
|||
|
All other operations
|
750.4
|
|
|
952.4
|
|
|
(202.0
|
)
|
|
(21.2
|
)%
|
|||
|
Total
|
$
|
9,341.0
|
|
|
$
|
7,705.9
|
|
|
$
|
1,635.1
|
|
|
21.2
|
%
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
|||||||||
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
Property and equipment expenditures
|
|
|
|
|
|
|
|
|||||||
|
U.S. car rental
|
$
|
170.8
|
|
|
$
|
134.1
|
|
|
$
|
36.7
|
|
|
27.4
|
%
|
|
International car rental
|
33.9
|
|
|
45.9
|
|
|
(12.0
|
)
|
|
(26.1
|
)%
|
|||
|
Worldwide equipment rental
|
17.4
|
|
|
21.3
|
|
|
(3.9
|
)
|
|
(18.3
|
)%
|
|||
|
All other operations
|
2.4
|
|
|
2.2
|
|
|
0.2
|
|
|
9.1
|
%
|
|||
|
Other reconciling items
|
21.9
|
|
|
18.1
|
|
|
3.8
|
|
|
21.0
|
%
|
|||
|
Total
|
$
|
246.4
|
|
|
$
|
221.6
|
|
|
$
|
24.8
|
|
|
11.2
|
%
|
|
2014
|
$
|
6,643.6
|
|
|
(including $6,294.2 of other short-term borrowings*)
|
|
2015
|
$
|
2,298.4
|
|
|
|
|
2016
|
$
|
1,206.2
|
|
|
|
|
2017
|
$
|
278.7
|
|
|
|
|
2018
|
$
|
3,004.3
|
|
|
|
|
After 2018
|
$
|
3,698.0
|
|
|
|
|
*
|
Our short-term borrowings as of September 30, 2013 include, among other items, the amounts outstanding under the Senior ABL Facility, HVF U.S. Fleet Variable Funding Notes, RCFC U.S. Fleet Variable Funding Notes, HFLF Variable Funding Notes, U.S. Fleet Financing Facility, European Revolving Credit Facility, European Securitization, Hertz-Sponsored Canadian Securitization, Dollar Thrifty-Sponsored Canadian Securitization, Australian Securitization, Brazilian Fleet Financing Facility and Capitalized Leases. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2013 and remain as such through December 31, 2013. As of September 30, 2013, short-term borrowings had a weighted average interest rate of 1.9%.
|
|
|
Remaining
Capacity
|
|
Availability Under
Borrowing Base
Limitation
|
||||
|
Corporate Debt
|
|
|
|
||||
|
Senior ABL Facility
|
$
|
750.4
|
|
|
$
|
750.4
|
|
|
Total Corporate Debt
|
750.4
|
|
|
750.4
|
|
||
|
Fleet Debt
|
|
|
|
||||
|
HVF U.S. Fleet Variable Funding Notes
|
243.8
|
|
|
—
|
|
||
|
RCFC U.S. Fleet Variable Funding Notes
|
132.0
|
|
|
—
|
|
||
|
HFLF Variable Funding Notes
|
155.0
|
|
|
—
|
|
||
|
U.S. Fleet Financing Facility
|
28.0
|
|
|
—
|
|
||
|
European Revolving Credit Facility
|
—
|
|
|
—
|
|
||
|
European Securitization
|
80.3
|
|
|
—
|
|
||
|
Hertz-Sponsored Canadian Securitization
|
48.5
|
|
|
—
|
|
||
|
Dollar Thrifty-Sponsored Canadian Securitization
|
85.3
|
|
|
—
|
|
||
|
Australian Securitization
|
127.8
|
|
|
2.1
|
|
||
|
Total Fleet Debt
|
900.7
|
|
|
2.1
|
|
||
|
Total
|
$
|
1,651.1
|
|
|
$
|
752.5
|
|
|
(a)
|
Exhibits:
|
|
Date:
|
November 6, 2013
|
HERTZ GLOBAL HOLDINGS, INC.
(Registrant)
|
|
|
|
|
By:
|
/s/ DAVID J. ROSENBERG
|
|
|
|
|
David J. Rosenberg
Interim Chief Financial Officer
(principal financial officer and duly authorized officer)
|
|
Exhibit
Number
|
Description
|
|
10.23
|
Separation Agreement and General Release, dated as of September 23, 2013, by and between Elyse Douglas, 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), as filed on September 27, 2013).
|
|
15
|
Letter from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated November 6, 2013, relating to Financial Information.
|
|
31.1–31.2
|
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
|
|
32.1–32.2
|
18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
|
|
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
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|