Document
Table of Contents             







 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________________
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-33139
HERC HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
20-3530539
(I.R.S. Employer
Identification Number)

27500 Riverview Center Blvd.
Bonita Springs, Florida 34134
(239) 301-1000
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)

Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)

Indicate by check mark whether the registrant; (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer 
x
Accelerated filer 
o
Non-accelerated filer 
o
Smaller reporting company 
o
 
 
 
 
(Do not check if a smaller
reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
 
Shares Outstanding at August 2, 2016
Common Stock, par value $0.01 per share
 
28,310,738
 
 
 
 
 
 
 
 


Table of Contents             







HERC HOLDINGS INC. AND SUBSIDIARIES
INDEX

 
 
 
 
 
Page
 
 
 
 
 
 
 
 


Table of Contents             







PART I—FINANCIAL INFORMATION
ITEM l.    FINANCIAL STATEMENTS

HERC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
Unaudited
(In millions, except par value)
 
June 30,
2016
 
December 31, 2015
ASSETS
 
 
 
Cash and cash equivalents
$
42.6

 
$
15.7

Restricted cash and cash equivalents
13.9

 
16.0

Receivables, net of allowance of $26.4 and $23.8, respectively
269.4

 
287.8

Taxes receivable
18.5

 
8.7

Inventories, net
24.3

 
22.3

Prepaid expenses and other current assets
8.9

 
11.0

Total current assets
377.6

 
361.5

Revenue earning equipment, net
2,460.5

 
2,382.5

Property and equipment, net
266.8

 
246.6

Other intangible assets, net
302.8

 
300.5

Goodwill
91.0

 
91.0

Other long-term assets
35.2

 
14.9

Total assets
$
3,533.9

 
$
3,397.0

LIABILITIES AND EQUITY
 
 
 
Current maturities of long-term debt
$
15.8

 
$
10.2

Loans payable to affiliates

 
73.2

Accounts payable
268.4

 
109.5

Accrued liabilities
65.4

 
47.8

Taxes payable
14.3

 
41.6

Total current liabilities
363.9

 
282.3

Long-term debt
2,114.6

 
53.3

Deferred taxes
665.9

 
727.3

Other long-term liabilities
42.1

 
32.1

Total liabilities
3,186.5

 
1,095.0

Commitments and contingencies (Note 11)

 

Equity:
 
 
 
Preferred Stock, $0.01 par value, 13.3 shares authorized, no shares issued and outstanding

 

Common Stock, $0.01 par value, 133.3 shares authorized, 31.0 and 30.9 shares issued and 28.3 and 28.2 shares outstanding
0.3

 
0.3

Additional paid-in capital
1,769.9

 
3,734.6

Accumulated deficit
(615.0
)
 
(605.5
)
Accumulated other comprehensive loss
(115.8
)
 
(135.4
)
Treasury Stock, at cost, 2.7 shares and 2.7 shares
(692.0
)
 
(692.0
)
Total equity
347.4

 
2,302.0

Total liabilities and equity
$
3,533.9

 
$
3,397.0


The accompanying notes are an integral part of these financial statements.

1

Table of Contents             







HERC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
Unaudited
(In millions, except per share data)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
Equipment rentals
$
327.9

 
$
347.7

 
$
635.7

 
$
679.3

Sales of revenue earning equipment
31.6

 
47.6

 
69.1

 
94.1

Sales of new equipment, parts and supplies
17.9

 
23.4

 
35.2

 
42.9

Service and other revenues
3.0

 
4.0

 
6.0

 
7.7

Total revenues
380.4

 
422.7

 
746.0

 
824.0

Expenses:
 
 
 
 
 
 
 
Direct operating
158.1

 
177.3

 
317.7

 
352.5

Depreciation of revenue earning equipment
84.2

 
86.6

 
166.0

 
169.7

Cost of sales of revenue earning equipment
38.7

 
41.9

 
84.1

 
81.7

Cost of sales of new equipment, parts and supplies
14.0

 
18.5

 
27.1

 
33.7

Selling, general and administrative
72.2

 
71.1

 
133.5

 
143.2

Restructuring
3.1

 
0.3

 
3.4

 
1.0

Interest expense, net
13.3

 
9.0

 
19.8

 
18.5

Other income, net
(0.5
)
 
(1.6
)
 
(1.4
)
 
(2.6
)
Total expenses
383.1

 
403.1

 
750.2

 
797.7

Income (loss) before income taxes
(2.7
)
 
19.6

 
(4.2
)
 
26.3

Income tax expense
(5.3
)
 
(9.0
)
 
(5.3
)
 
(14.0
)
Net income (loss)
$
(8.0
)
 
$
10.6

 
$
(9.5
)
 
$
12.3

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
28.3

 
30.6

 
28.3

 
30.6

Diluted
28.3

 
30.6

 
28.3

 
30.6

Earnings (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.28
)
 
$
0.35

 
$
(0.34
)
 
$
0.40

Diluted
$
(0.28
)
 
$
0.35

 
$
(0.34
)
 
$
0.40



The accompanying notes are an integral part of these financial statements.


2

Table of Contents             







HERC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
(In millions)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss)
$
(8.0
)
 
$
10.6

 
$
(9.5
)
 
$
12.3

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustments
1.7

 
6.6

 
23.9

 
(13.1
)
Defined benefit pension plans:
 
 
 
 
 
 
 
Amortization or settlement of net gain
0.4

 
0.1

 
0.9

 
0.4

Net loss arising during the period
(7.6
)
 

 
(7.8
)
 
(0.2
)
Income tax (provision) benefit related to defined benefit pension plans
2.7

 
(0.2
)
 
2.6

 
(0.1
)
Total other comprehensive income (loss)
(2.8
)
 
6.5

 
19.6

 
(13.0
)
Total comprehensive income (loss)
$
(10.8
)
 
$
17.1

 
$
10.1

 
$
(0.7
)



The accompanying notes are an integral part of these financial statements.


3

Table of Contents             







HERC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN EQUITY
Unaudited
(In millions)

 
Common Stock
 
Additional
Paid-In Capital
 
Retained Earnings (Accumulated
Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury Stock
 
Total
Equity
Balance at:
Shares
 
Amount
 
December 31, 2015
28.2

 
$
0.3

 
$
3,734.6

 
$
(605.5
)
 
$
(135.4
)
 
$
(692.0
)
 
$
2,302.0

Net loss

 

 

 
(9.5
)
 

 

 
(9.5
)
Other comprehensive income

 

 

 

 
19.6

 

 
19.6

Net settlement on vesting of equity awards

 

 
(0.5
)
 

 

 

 
(0.5
)
Stock-based compensation charges

 

 
2.7

 

 

 

 
2.7

Exercise of stock options and other
0.1

 

 
10.0

 

 

 

 
10.0

Distribution and net transfers to THC

 

 
(1,976.9
)
 

 

 

 
(1,976.9
)
June 30, 2016
28.3

 
$
0.3

 
$
1,769.9

 
$
(615.0
)
 
$
(115.8
)
 
$
(692.0
)
 
$
347.4


 
Common Stock
 
Additional
Paid-In Capital
 
Retained Earnings (Accumulated
Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury Stock
 
Total
Equity
Balance at:
Shares
 
Amount
 
December 31, 2014
30.6

 
$
0.3

 
$
2,530.0

 
$
(716.8
)
 
$
(32.3
)
 
$
(87.5
)
 
$
1,693.7

Net income

 

 

 
12.3

 

 

 
12.3

Other comprehensive loss

 

 

 

 
(13.0
)
 

 
(13.0
)
Net settlement on vesting of equity awards

 

 
(3.8
)
 

 

 

 
(3.8
)
Stock-based compensation charges

 

 
0.9

 

 

 

 
0.9

Net transfers to THC

 

 
(168.8
)
 

 

 

 
(168.8
)
June 30, 2015
30.6

 
$
0.3

 
$
2,358.3

 
$
(704.5
)
 
$
(45.3
)
 
$
(87.5
)
 
$
1,521.3




The accompanying notes are an integral part of these financial statements.


4

Table of Contents                    
HERC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)


 
Six Months Ended June 30,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(9.5
)
 
$
12.3

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation of revenue earning equipment
166.0

 
169.7

Depreciation of property and equipment
18.6

 
18.9

Amortization of other intangible assets
2.5

 
19.0

Amortization of deferred financing costs
2.4

 
2.2

Stock-based compensation charges
2.7

 
0.9

Provision for receivables allowance
18.1

 
17.5

Deferred taxes on income
5.3

 
1.1

Loss (gain) on sale of revenue earning equipment
15.0

 
(12.4
)
Gain on sale of property and equipment
(0.2
)
 
(0.8
)
Income from joint ventures
(1.4
)
 
(1.9
)
Other
0.1

 
3.3

Changes in assets and liabilities
 
 
 
Receivables
(10.1
)
 
2.9

Inventories, prepaid expenses and other assets
(4.0
)
 
(7.1
)
Accounts payable
(13.2
)
 
14.4

Accrued liabilities and other long-term liabilities
20.0

 
(2.2
)
Taxes receivable and payable
(4.2
)
 
10.4

Net cash provided by operating activities
208.1

 
248.2

Cash flows from investing activities:
 
 
 
Net change in restricted cash and cash equivalents
2.1

 
10.4

Revenue earning equipment expenditures
(142.5
)
 
(356.6
)
Proceeds from disposal of revenue earning equipment
74.2

 
95.3

Property and equipment expenditures
(13.4
)
 
(37.4
)
Proceeds from disposal of property and equipment
2.8

 
8.0

Net cash used in investing activities
(76.8
)
 
(280.3
)

The accompanying notes are an integral part of these financial statements.


5


Table of Contents
HERC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Unaudited
(In millions)

 
Six Months Ended June 30,
 
2016
 
2015
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
1,235.0

 

Proceeds from revolving line of credit
1,619.0

 
1,180.0

Repayments on revolving line of credit
(780.0
)
 
(976.6
)
Principal payments under capital lease obligations
(5.1
)
 
(4.9
)
Proceeds from exercise of stock options and other
10.0

 

Net settlement on vesting of equity awards
(0.5
)
 
(3.8
)
Distribution and net transfers to THC
(2,074.8
)
 
(168.8
)
Net financing activities with affiliates
(67.4
)
 
(1.2
)
Payment of debt issuance costs
(41.1
)
 

Net cash provided by (used in) financing activities
(104.9
)
 
24.7

Effect of foreign exchange rate changes on cash and cash equivalents
0.5

 
(2.2
)
Net increase (decrease) in cash and cash equivalents during the period
26.9

 
(9.6
)
Cash and cash equivalents at beginning of period
15.7

 
18.9

Cash and cash equivalents at end of period
$
42.6

 
$
9.3

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest, net of amounts capitalized
$
12.8

 
$
17.2

Cash paid for income taxes, net of refunds
$
4.6

 
$
6.5

Supplemental disclosure of non-cash investing activity:
 
 
 
Purchases of revenue earning equipment in accounts payable
$
163.0

 
$
80.7

Disposals of revenue earning equipment in accounts receivable
$
(11.4
)
 
$
5.4

Purchases of property and equipment in accounts payable
$
7.8

 
$
(0.5
)
Disposals of property and equipment in accounts receivable
$
(0.5
)
 
$
2.1

Supplemental disclosure of non-cash financing activity:
 
 
 
Non-cash settlement of transactions with THC through equity
$
97.9

 
$

Debt issuance costs included in accrued expenses
$
0.5

 
$

Supplemental disclosure of non-cash investing and financing activity:
 
 
 
Equipment acquired through capital lease
$
20.3

 
$


The accompanying notes are an integral part of these financial statements.


6


Table of Contents
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Unaudited


Note 1Background

Herc Holdings Inc. ("we", "us", "our", "Herc Holdings" or "the Company," or as the context requires, "its") is among the largest equipment rental companies in North America. It conducts substantially all of its operations through subsidiaries, including Herc Rentals Inc. ("Herc"). Operations are conducted under the Herc Rentals brand in the United States, China, the United Kingdom and through joint ventures in Saudi Arabia and Qatar, as well as under the Hertz Equipment Rental brand in Canada. At June 30, 2016, the Company had approximately 280 company-operated locations, as well as approximately 15 franchisee owned locations. The Company has been in the equipment rental business since 1965 and is a full-line equipment rental supplier in key markets, including commercial and residential construction, industrial and manufacturing, refineries and petrochemicals, civil infrastructure, automotive, government and municipalities, energy, remediation, emergency response, facilities, entertainment and agriculture.  The equipment rental business is supported by ProSolutionsTM, the Company's industry specific solutions-based services, and its professional grade tools, commercial vehicles, and pump, power and climate control product offerings.

In March 2014, Hertz Global Holdings, Inc. ("Hertz Holdings") announced its intent to separate its car rental and equipment rental businesses into two independent, publicly traded companies through a spin-off (the "Spin-Off"). On June 6, 2016, the Registration Statement on Form 10, as amended, filed by Hertz Rental Car Holding Company, Inc. ("New Hertz"), a wholly owned subsidiary of Hertz Holdings, was declared effective by the U.S. Securities and Exchange Commission ("SEC"). On June 30, 2016, Hertz Holdings completed the separation of the car rental business and the equipment rental business into two independent, publicly traded companies.

To effect the separation, Hertz Holdings undertook an internal reorganization pursuant to which all of the shares of The Hertz Corporation ("THC"), the primary operating company of Hertz Holdings’ car rental business, became indirectly held by New Hertz, and all of the shares of Herc, the primary operating company of Hertz Holdings’ equipment rental business, became indirectly held by Hertz Investors, Inc., a wholly owned subsidiary of Hertz Holdings. Following the internal reorganization, Hertz Holdings distributed all of the shares of common stock of New Hertz to the stockholders of Hertz Holdings on a pro rata basis. Following the distribution, New Hertz operates the car rental business through THC and its subsidiaries and Hertz Holdings, which was renamed Herc Holdings Inc., continues to operate the equipment rental business. In connection with the separation, Herc Holdings changed the symbol for its common stock to "HRI," New Hertz was renamed Hertz Global Holdings, Inc. and New Hertz common stock, under the ticker symbol "HTZ", began trading "regular way" on the New York Stock Exchange on July 1, 2016.

For accounting purposes, due to the relative significance of New Hertz to Hertz Holdings, New Hertz was considered the spinnor or divesting entity and Herc Holdings was considered the spinnee or divested entity. As a result, despite the legal form of the transaction, New Hertz was the “accounting successor” to Hertz Holdings. Under the accounting rules, the historical financial information of New Hertz is required to reflect the financial information of Hertz Holdings, as if New Hertz spun off Herc Holdings in the Spin-Off. In contrast, the historical financial information of Herc Holdings, including such information presented in these condensed consolidated and combined financial statements, reflects the financial information of the equipment rental business and certain parent legal entities of Herc as historically operated as part of Hertz Holdings, as if Herc Holdings was a stand-alone company for all periods presented. The historical financial information of Herc Holdings presented in these condensed consolidated and combined financial statements is not necessarily indicative of what Herc Holdings’ financial position or results of operations actually would have been had Herc Holdings operated as a separate, independent company for the periods presented.

Note 2Basis of Presentation and Recently Issued Accounting Pronouncements

Basis of Presentation

The Company prepares its condensed consolidated and combined financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, the condensed consolidated and combined financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.

7

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited




Significant estimates inherent in the preparation of the condensed consolidated and combined financial statements include depreciation of revenue earning equipment, reserves for litigation and other contingencies, accounting for income taxes, pension and postretirement benefits, the recoverability of long-lived assets, useful lives and impairment of long-lived tangible and intangible assets including goodwill and trade name, valuation of stock-based compensation, reserves for restructuring, allowances for receivables and allocated general corporate expenses from THC, among others.

This Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the "Report") is the Company's first periodic report made on the basis of the post-Spin-Off business of the Company. The condensed consolidated and combined financial statements are presented on a basis of accounting that reflects a change in reporting entity and have been adjusted for the effects of the Spin-Off. These condensed consolidated and combined financial statements and selected financial information represent only those operations, assets, liabilities and equity that form Herc Holdings on a stand-alone basis. Since the Spin-Off occurred on June 30, 2016, these financial statements represent the carve-out financial results for the first six months of 2016 and include all Spin-Off impacts. All prior period amounts represent carve-out financial results.

Principles of Consolidation

The condensed consolidated and combined financial statements include the accounts of Herc Holdings and its wholly owned domestic and international subsidiaries. In the event that the Company is a primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity are included in the Company's condensed consolidated and combined financial statements. The Company accounts for its investments in joint ventures using the equity method when it has significant influence but not control and is not the primary beneficiary. All significant intercompany transactions have been eliminated in consolidation.

Transactions between the Company and THC and its affiliates are herein referred to as “related party” or “affiliated” transactions for the periods presented. Effective with the Spin-Off on June 30, 2016, all transactions with THC and its affiliates were settled and paid in full. Effective July 1, 2016, the Company entered into a Transition Services Agreement ("TSA") with New Hertz. See Note 18, "Arrangements with New Hertz" for further information.

The condensed consolidated and combined financial statements include net interest expense on loans receivable and payable to affiliates and expense allocations for certain corporate functions historically performed by THC, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, employee benefits and incentives, insurance and stock-based compensation. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenues, operating expenses, headcount or other relevant measures. Management believes the assumptions underlying the condensed consolidated and combined financial statements, including the assumptions regarding the allocation of corporate expenses from THC, are reasonable. Nevertheless, the condensed consolidated and combined financial statements may not include all of the expenses that would have been incurred had the Company been a stand-alone company during the periods presented and may not reflect the Company's condensed consolidated and combined financial position, results of operations and cash flows had the Company been a stand-alone company during the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would have depended on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. For additional information related to costs allocated to the Company by THC, see Note 17, "Related Party Transactions."

Stock Split

On June 30, 2016, the Company effected a 1-for-15 reverse stock split. The reverse stock split reduced the number of authorized shares of common stock and preferred stock to 133.3 million and 13.3 million, respectively. All share data and per share amounts have been retroactively adjusted for the reverse stock split in the accompanying condensed consolidated and combined financial statements and notes thereto for all periods presented. The retroactive adjustments resulted in the reclassification of $4.3 million from common stock to additional paid-in capital on the condensed consolidated and combined balance sheets and statements of changes in equity at December 31, 2015 and December 31, 2014.


8

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Reclassification of Prior Period Presentation

Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported condensed consolidated and combined balance sheets, results of operations, equity or cash flows for any period presented.

Correction of Errors

During the Spin-Off and distribution process, the Company determined that certain historical balances that were attributed to Herc entities should have been attributed to THC. These classification errors were primarily caused by the historical mapping of certain entities to the Herc segment for Hertz Holdings and THC financial reporting purposes. As a result, certain historical balances related to Hertz Holdings and THC were inadvertently included in the historical carve-out financial statements of the Company. The Company assessed the materiality of these errors, both quantitatively and qualitatively, and concluded that the adjustments are not material to any prior annual or interim financial statements.

The Company has revised its previously reported condensed consolidated and combined balance sheet and statements of changes in equity in this Report to correct the error. The Company will also correct its previously reported financial statements in its future quarterly and annual filings. There was no impact to the condensed consolidated and combined statements of operations for any period. The table below reflects the impact of the revisions to amounts included in this Report that were previously reported by the Company and also reflects the retroactive impact of the June 30, 2016 stock split, as described above under the heading "Stock Split ," (in millions).
 
 
December 31, 2015
 
 
As Previously Reported
 
Adjustments
 
Impact of Stock Split
 
As Revised
Condensed Consolidated and Combined Balance Sheets
 
 
 
 
 
 
 
 
Prepaid expenses and other current assets
 
$
20.8

 
$
(9.8
)
 
$

 
$
11.0

Additional paid-in capital
 
3,843.1

 
(112.8
)
 
4.3

 
3,734.6

Accumulated other comprehensive loss
 
(238.4
)
 
103.0

 

 
(135.4
)

 
 
December 31, 2015
 
 
As Previously Reported
 
Adjustments
 
Impact of Stock Split
 
As Revised
Condensed Consolidated and Combined Statements of Changes in Equity
 
 
 
 
 
 
 
 
Additional paid-in capital
 
$
3,843.1

 
$
(112.8
)
 
$
4.3

 
$
3,734.6

Accumulated other comprehensive loss
 
(238.4
)
 
103.0

 

 
(135.4
)

 
 
December 31, 2014
 
 
As Previously Reported
 
Adjustments
 
Impact of Stock Split
 
As Revised
Condensed Consolidated and Combined Statements of Changes in Equity
 
 
 
 
 
 
 
 
Additional paid-in capital
 
$
2,607.4

 
$
(81.7
)
 
$
4.3

 
$
2,530.0

Accumulated other comprehensive loss
 
(102.4
)
 
70.1

 

 
(32.3
)


9

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Recent Accounting Pronouncements

Adopted

Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved After the Requisite Service Period

In June 2014, the Financial Accounting Standards Board ("FASB") issued guidance requiring that a performance target in a share-based payment award that affects vesting and that can be achieved after the requisite service period is completed is to be accounted for as a performance condition; therefore, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved, and the amount of compensation cost recognized should be based on the portion of the service period fulfilled. The Company adopted this guidance prospectively on January 1, 2016 in accordance with the effective date. Adoption of this new guidance did not impact the Company’s financial position, results of operations or cash flows.

Amendments to the Consolidation Analysis

In February 2015, the FASB issued guidance that changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The Company adopted this guidance retrospectively on January 1, 2016 in accordance with the effective date. Adoption of this new guidance did not impact the Company’s financial position, results of operations or cash flows.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued guidance requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued guidance clarifying that debt issuance costs related to line-of-credit and other revolving debt arrangements may be deferred and presented as an asset. The Company adopted this guidance retrospectively on January 1, 2016 in accordance with the effective date. The adoption of this new guidance did not impact the Company's financial position, results of operations or cash flows for any periods prior to 2016.

Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement

In April 2015, the FASB issued guidance for customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company adopted this guidance prospectively on January 1, 2016 in accordance with the effective date. Adoption of this new guidance did not impact the Company’s financial position, results of operations or cash flows.

Not Yet Adopted

Revenue from Contracts with Customers

In May 2014, the FASB issued guidance that will replace most existing revenue recognition guidance in U.S. GAAP. The new guidance applies to all contracts with customers except for leases, insurance contracts, financial instruments, certain nonmonetary exchanges and certain guarantees. The core principle of the guidance is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The new principles-based revenue recognition model requires an entity to perform five steps in its analysis: 1) identify the contract(s) with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. Under the new guidance, performance obligations in a contract will be separately identified, which may impact the timing of recognition of the revenue allocated to each obligation. The measurement of revenue recognized may also be impacted by identification of new performance obligations and other matters, such as collectability and variable consideration. Also, additional disclosures are required about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The new guidance may be adopted on either a full or modified retrospective

10

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



basis. As originally issued, the guidance was effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. However in July 2015, the FASB agreed to defer the effective date until annual and interim reporting periods beginning after December 15, 2017.

In March 2016, the FASB issued clarifying guidance on assessing whether an entity is a principal or an agent in a revenue transaction, which impacts whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued guidance that reduces the complexity for identifying performance obligations and clarifies the implementation guidance on licensing for intellectual property. In May 2016, the FASB issued guidance that clarifies the collectability criterion, the presentation of sales taxes, and non-cash consideration, and provides additional implementation practical expedients. The Company is in the process of determining the method and timing of adoption and assessing the overall impacts of adopting this guidance on its financial position, results of operations and cash flows.

Simplifying the Subsequent Measurement of Inventory

In July 2015, the FASB issued guidance that requires inventory to be measured at the lower of cost and net realizable value (rather than cost or market), excluding inventory measured using the last-in, first-out method or the retail inventory method. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective prospectively for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company is in the process of assessing the potential impacts of adopting this guidance on its financial position, results of operations and cash flows.

Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued guidance that makes several changes to the manner in which financial assets and liabilities are accounted for, including, among other things, a requirement to measure most equity investments at fair value with changes in fair value recognized in net income (with the exception of investments that are consolidated or accounted for using the equity method or a fair value practicability exception), and amends certain disclosure requirements related to fair value measurements and financial assets and liabilities. This guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods using a modified retrospective transition method for most of the requirements. The Company is in the process of assessing the potential impacts of adopting this guidance on its financial position, results of operations and cash flows.

Leases

In February 2016, the FASB issued guidance that replaces the existing lease guidance. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods using a modified retrospective transition approach. The Company is in the process of assessing the potential impacts of adopting this guidance on its financial position, results of operations and cash flows.

Simplifying the Transition to the Equity Method of Accounting

In March 2016, the FASB issued guidance that eliminates the requirement to apply the equity method of accounting retrospectively when significant influence over a previously held investment is obtained. Rather, the guidance requires the investor to add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method of accounting. This guidance is effective prospectively for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company is in the process of assessing the potential impacts of adopting this guidance on its financial position, results of operations and cash flows.


11

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Improvements to Employee Share-Based Payment Accounting

In March 2016, the FASB issued guidance that simplifies several areas of employee share-based payment accounting, including income taxes, forfeitures, minimum statutory withholding requirements, and classifications within the statement of cash flows. Most significantly, the new guidance eliminates the need to track tax “windfalls” in a separate pool within additional paid-in capital; instead, excess tax benefits and tax deficiencies will be recorded within income tax expense. This will result in the Company reclassifying excess tax benefits from additional paid-in capital to retained earnings on the balance sheet. The new guidance also gives entities the ability to elect whether to estimate forfeitures or account for them as they occur. Different adoption methods are required for the various aspects of the new guidance, including the retrospective, modified retrospective and prospective approaches, effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company is in the process of assessing the impacts of adopting this guidance on its financial position, results of operations and cash flows.

Note 3Revenue Earning Equipment
  
Revenue earning equipment consists of the following (in millions):
 
June 30, 2016
 
December 31, 2015
Revenue earning equipment
$
3,678.1

 
$
3,526.2

Less: Accumulated depreciation
(1,217.6
)
 
(1,143.7
)
Revenue earning equipment, net
$
2,460.5

 
$
2,382.5


Depreciation of revenue earning equipment is as follows (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Depreciation of revenue earning equipment
$
84.2

 
$
86.6

 
$
166.0

 
$
169.7


Depreciation rates are reviewed on a regular basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the time of disposal and estimated holding periods. There were no depreciation rate changes during the three and six months ended June 30, 2016 and 2015.

For certain equipment at or nearing the end of its useful life, the Company considers the option of refurbishing the equipment as an alternative to replacing it based upon the economics of each alternative. Therefore the number of units refurbished each year can fluctuate based on several factors including the market conditions for used equipment sales and incentives offered by manufacturers of new equipment. The capitalized cost of refurbishing revenue earning equipment is as follows (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Capitalized cost of refurbishments
$
1.5

 
$
11.2

 
$
6.0

 
$
20.8



12

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Note 4Property and Equipment

Property and equipment consists of the following (in millions):
 
June 30, 2016
 
December 31, 2015
Land and buildings
$
109.1

 
$
108.0

Service vehicles
234.6

 
207.5

Leasehold improvements
59.4

 
56.7

Machinery and equipment
22.2

 
22.5

Computer equipment
32.8

 
32.4

Furniture and fixtures
4.0

 
4.0

Construction in progress
15.3

 
11.3

Property and equipment, at cost
477.4

 
442.4

Less: accumulated depreciation and amortization
(210.6
)
 
(195.8
)
Property and equipment, net
$
266.8

 
$
246.6


Depreciation expense for the three and six months ended June 30, 2016 was $9.3 million and $18.6 million, respectively, and $9.6 million and $18.9 million for the three and six months ended June 30, 2015, respectively. Depreciation expense for property and equipment is included in "Direct operating" and "Selling, general and administrative" expenses in the Company's condensed consolidated and combined statements of operations.

Included in property and equipment are assets acquired under capital lease obligations, which consist primarily of service vehicle leases with periods expiring at various dates through 2021. The gross amounts of equipment and related amortization recorded under capital leases were as follows (in millions):
 
June 30, 2016
 
December 31, 2015
Service vehicles
$
111.0

 
$
88.9

Less: Accumulated amortization
(34.6
)
 
(28.7
)
 
$
76.4

 
$
60.2

Note 5Goodwill and Other Intangible Assets
The following summarizes the changes in the Company's goodwill (in millions):
 
Six Months Ended June 30,
 
Year Ended December 31,
 
2016
 
2015
Balance at the beginning of the period:
 
 
 
Goodwill
$
765.9

 
$
770.0

Accumulated impairment losses
(674.9
)
 
(674.9
)
 
91.0

 
95.1

Sale of France and Spain operations

 
(4.4
)
Currency translation

 
0.3

 

 
(4.1
)
Balance at the end of the period:
 
 
 
Goodwill
765.9

 
765.9

Accumulated impairment losses
(674.9
)
 
(674.9
)
 
$
91.0

 
$
91.0



13

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Other intangible assets, net, consisted of the following major classes (in millions):
 
June 30, 2016
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Value
Amortizable intangible assets:
 
 
 
 
 
Customer-related
$
354.5

 
$
(345.6
)
 
$
8.9

Other(a)
39.9

 
(12.0
)
 
27.9

    Total
394.4

 
(357.6
)
 
36.8

Indefinite-lived intangible assets:
 
 
 
 
 
Trade name
266.0

 

 
266.0

        Total other intangible assets, net
$
660.4

 
$
(357.6
)
 
$
302.8


(a)
Remaining other amortizable intangible assets primarily consists of internally developed software, of which $22.4 million is expected to be placed into service commencing in 2017.
 
December 31, 2015
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Value
Amortizable intangible assets:
 
 
 
 
 
Customer-related
$
354.5

 
$
(344.0
)
 
$
10.5

Other
35.0

 
(11.0
)
 
24.0

Total
389.5

 
(355.0
)
 
34.5

Indefinite-lived intangible assets:
 
 
 
 
 
Trade name
266.0

 

 
266.0

Total other intangible assets, net
$
655.5

 
$
(355.0
)
 
$
300.5


Amortization of other intangible assets for the six months ended June 30, 2016 and 2015 was $2.5 million and $19.0 million, respectively. Based on the amortizable assets in service as of June 30, 2016, the Company expects remaining amortization expense to be approximately $2.6 million in 2016, $3.2 million in 2017, $2.9 million in 2018, $2.1 million in 2019, $1.9 million in 2020 and $1.7 million thereafter.


14

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Note 6Debt

The Company's debt consists of the following (in millions):
 
 
Weighted Average Interest Rate at June 30, 2016
 
Fixed or Floating Interest Rate
 
Maturity
 
June 30,
2016
 
December 31,
2015
Senior Secured Second Priority Notes
 
 
 
 
 
 
 
 
 
 
2022 Notes
 
7.50%
 
Fixed
 
2022
 
$
610.0

 
$

2024 Notes
 
7.75%
 
Fixed
 
2024
 
625.0

 

Other Debt
 
 
 
 
 
 
 
 
 
 
ABL Credit Facility
 
2.22%
 
Floating
 
2021
 
839.0

 

Capital leases
 
3.93%
 
Fixed
 
2016-2021
 
78.8

 
63.5

Predecessor ABL Facility
 
N/A
 
Floating
 
N/A
 

 

Unamortized Debt Issuance Costs(a)
 
 
 
 
 
 
 
(22.4
)
 

Total debt
 
 
 
 
 
 
 
2,130.4

 
63.5

Less: Current maturities of long-term debt
 
 
 
 
 
 
 
(15.8
)
 
(10.2
)
Long-term debt
 
 
 
 
 
 
 
$
2,114.6

 
$
53.3


(a)
Unamortized debt issuance costs totaling $19.0 million related to the ABL Credit Facility (as defined below) are included in "Other long-term assets" in the condensed consolidated and combined balance sheet as of June 30, 2016.

Maturities

The nominal principal amounts of maturities of debt for each of the periods ending December 31 are as follows (in millions):
2016
$
7.5

2017
15.7

2018
20.7

2019
22.7

2020
12.2

After 2020
2,074.0

Total
$
2,152.8


The Company is highly leveraged and a substantial portion of its liquidity needs arise from the funding of its costs of operations and capital expenditures and from debt service on its indebtedness. The Company believes that cash generated from operations and cash received from the disposal of equipment, together with amounts available under its asset-based revolving credit agreement (the "ABL Credit Facility"), will be adequate to permit the Company to meet its obligations over the next twelve months.

Senior Secured Second Priority Notes

In June 2016, Herc issued $610.0 million aggregate principal amount of 7.50% senior secured second priority notes due 2022 (the "2022 Notes") and $625.0 million aggregate principal amount of 7.75% senior secured second priority notes due 2024 (the "2024 Notes" and, together with the 2022 Notes, the "Notes").

The funds were used to: (i) finance the Spin-Off and in connection therewith make a cash transfer to New Hertz and its affiliates and (ii) pay fees and other transaction expenses in connection therewith.


15

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



The following summarizes the significant terms and conditions of the Notes:

Interest

Interest on the 2022 Notes will accrue at the rate of 7.50% per annum and will be payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. The 2022 Notes mature on June 1, 2022. Interest on the 2024 Notes will accrue at the rate of 7.75% per annum and will be payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. The 2024 Notes mature on June 1, 2024.

Guarantees

The Notes are guaranteed, on a senior secured basis, by each wholly-owned domestic subsidiary of Herc, subject to certain exceptions. The guarantee of each subsidiary is a senior secured obligation of that subsidiary.

Collateral

The security interests in the collateral may be released without the consent of the holders of the Notes if collateral is disposed of in a transaction that complies with the terms of the indenture dated as of June 9, 2016, among Herc, as issuer, and Wilmington Trust National Association, as trustee and note collateral agent, and the related collateral documents, and will be released, so long as any obligations under the ABL Credit Facility are outstanding, upon the release of all liens on such collateral securing the obligations under the ABL Credit Facility obligations.

Redemption

Herc may redeem the 2022 Notes, in whole or in part, at any time prior to June 1, 2019, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the applicable make-whole premium. Herc may redeem the 2022 Notes, in whole or in part, at any time (i) on or after June 1, 2019 and prior to June 1, 2020, at a price equal to 103.750% of the principal amount of the 2022 Notes, (ii) on or after June 1, 2020 and prior to June 1, 2021, at a price equal to 101.875% of the principal amount of the 2022 Notes, and (iii) on or after June 1, 2021, at a price equal to 100% of the principal amount of the 2022 Notes, in each case, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time prior to June 1, 2019, Herc at its option may redeem up to 40% of the original aggregate principal amount of the 2022 Notes with the proceeds of one or more equity offerings at a redemption price of 107.500%, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Herc may redeem the 2024 Notes, in whole or in part, at any time prior to June 1, 2019, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the applicable make-whole premium. Herc may redeem the 2024 Notes, in whole or in part, at any time (i) on or after June 1, 2019 and prior to June 1, 2020, at a price equal to 105.813% of the principal amount of the 2024 Notes, (ii) on or after June 1, 2020 and prior to June 1, 2021, at a price equal to 103.875% of the principal amount of the 2024 Notes, (iii) on or after June 1, 2021 and prior to June 1, 2022, at a price equal to 101.938% of the principal amount of the 2024 Notes and (iv) on or after June 1, 2022, at a price equal to 100% of the principal amount of the 2024 Notes, in each case, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time prior to June 1, 2019, Herc at its option may redeem up to 40% of the original aggregate principal amount of the 2024 Notes with the proceeds of one or more equity offerings at a redemption price of 107.750%, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Covenants

The indenture contains covenants that, among other things, limit the ability of Herc to incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make loans and investments; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control triggering event, Herc is required to make an offer to repurchase all or any part of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to (but excluding) the repurchase date. If Herc sells assets under certain circumstances, it must use the proceeds to make

16

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

ABL Credit Facility

In connection with the Spin-Off on June 30, 2016, the Company, through its Herc subsidiary, entered into a new asset-based revolving credit agreement that provides for senior secured revolving loans up to a maximum aggregate principal amount of $1,750 million (subject to availability under a borrowing base), including revolving loans in an aggregate principal amount of $350 million available to Canadian borrowers and U.S. borrowers. Extensions of credit under the ABL Credit Facility will be limited by a borrowing base calculated periodically based on specified percentages of the value of eligible rental equipment, eligible service vehicles, eligible spare parts and merchandise, eligible accounts receivable, and eligible unbilled accounts subject to certain reserves and other adjustments. Subject to the satisfaction of certain conditions and limitations, the ABL Credit Facility allows for the addition of incremental revolving and/or term loan commitments. In addition, the ABL Credit Facility permits Herc to increase the amount of commitments under the ABL Credit Facility with the consent of each lender providing an additional commitment, subject to satisfaction of certain conditions.

Proceeds of loans under the ABL Credit Facility were used to finance the Spin-Off and related fees and expenses and will be used for working capital, capital expenditures, business requirements and general corporate purposes. Up to $250 million of the revolving loan facility is available for the issuance of letters of credit, subject to certain conditions including issuing lender participation.

The following summarizes the significant terms and conditions of the ABL Credit Facility:

Maturity and Prepayments

The ABL Credit Facility matures on June 30, 2021. The ABL Credit Facility may be prepaid at the borrowers’ option at any time without premium or penalty and will be subject to mandatory prepayment (i) if the outstanding U.S. dollar or Canadian dollar denominated revolving loans under the ABL Credit Facility exceed either the aggregate commitments with respect thereto or the current applicable borrowing base, in an amount equal to such excess or (ii) if, following the occurrence of asset dispositions or any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to the collateral, less than 100% of the net cash proceeds have been reinvested in Herc’s business within 365 days and the available loan commitments are less than $250 million.

Guarantees and Security

Herc and certain of its subsidiaries, including Canadian subsidiaries, are the borrowers under the ABL Credit Facility. Herc Intermediate Holdings LLC, Herc and each direct and indirect domestic subsidiary of Herc (and, in the case of Canadian obligations, each direct and indirect Canadian subsidiary of Herc) guarantees the borrowers’ payment obligations under the ABL Credit Facility, subject to certain exceptions.

The ABL Credit Facility and the guarantees thereof are secured by (i) a first priority pledge of (A) all of the capital stock of Herc and each domestic borrower, (B) all of the capital stock of all domestic subsidiaries owned by Herc, each domestic borrower and each domestic subsidiary guarantor and (C) 65% of the capital stock of any foreign subsidiary held directly by Herc, any domestic borrower or any domestic subsidiary guarantor and (ii) a first priority security interest in substantially all other tangible and intangible assets owned by Herc, each domestic borrower and each domestic subsidiary guarantor, in each case to the extent permitted by applicable law and subject to certain exceptions.

The Canadian obligations under the ABL Credit Facility are also secured, pursuant to a Canadian guarantee and collateral agreement made by the Canadian borrowers and certain Canadian subsidiaries of Herc in favor of the Canadian agent and Canadian ABL collateral agent, by a first priority security interest in substantially all assets of the Canadian borrowers and the Canadian guarantors, subject to certain exceptions.

The liens securing the ABL Credit Facility are first in priority (as between the ABL Credit Facility and the Notes) with respect to the collateral.

17

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited




Interest and Fees

The interest rates applicable to the loans under the ABL Credit Facility are based on a fluctuating rate of interest measured by reference to either, at the borrowers’ option, (i) an adjusted London inter-bank offered rate, plus a borrowing margin or (ii) an alternate base rate, plus a borrowing margin (or, in the case of the Canadian borrowers, a rate equal to the rate on bankers’ acceptances with the same maturity, plus a borrowing margin). The borrowing margin on the ABL Credit Facility is determined based on a pricing grid that is bifurcated based on corporate credit ratings, with levels within the grid based on available commitments. Overdue amounts bear interest at a rate that is 2% higher than the rate otherwise applicable. Customary fees are also payable in respect of the ABL Credit Facility, including a commitment fee on the unutilized portion thereof.

Covenants

The ABL Credit Facility contains a number of negative covenants that, among other things, limit or restrict the ability of the borrowers and, in certain cases, their restricted subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain dividends, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business, engage in certain transactions with affiliates and enter into certain restrictive agreements.

Under the ABL Credit Facility, failure to maintain certain levels of liquidity will subject the Herc credit group to a contractually specified fixed charge coverage ratio of not less than 1:1 for the four quarters most recently ended.

Covenants in the ABL Credit Facility restrict payment of cash dividends to any parent of Herc, including Herc Holdings, except in an aggregate amount, taken together with certain investments, acquisitions and optional prepayments, not to exceed $200 million. Herc may also pay additional cash dividends under the ABL Credit Facility under certain circumstances.

The ABL Credit Facility also contains certain affirmative covenants, including financial and other reporting requirements.

Events of Default

The ABL Credit Facility provides for customary events of default (subject to customary exceptions, thresholds and grace periods), including, without limitation, non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, specified cross default and cross acceleration to other material indebtedness, certain bankruptcy events, certain ERISA events, material invalidity of guarantees or security interest, material judgments and change of control.

Borrowing Capacity and Availability

After outstanding borrowings, the following was available to the Company under the ABL Credit Facility as of June 30, 2016 (in millions):
 
Remaining
Capacity
 
Availability Under
Borrowing Base
Limitation
ABL Credit Facility
$
868.1

 
$
837.9


As of June 30, 2016, the ABL Credit Facility had $207.1 million available under the letter of credit facility sublimit, subject to borrowing base restrictions.

Letters of Credit

As of June 30, 2016, $42.9 million of stand by letters of credit were issued and outstanding under the ABL Credit Facility, none of which have been drawn upon.


18

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Debt Issuance Costs

In connection with the issuance of the Notes and entry into the ABL Credit Facility, the Company capitalized $41.6 million in deferred debt issuance costs, of which $22.6 million are included in "Long-term debt" and $19.0 million are included in "Other long-term assets" in the accompanying condensed consolidated and combined balance sheet as of June 30, 2016. The debt issuance costs are being amortized to interest expense on a straight-line basis over the respective contractual terms of the applicable debt. Non-cash interest expense related to the amortization of these debt issuance costs for both the three and six months ended June 30, 2016 was $0.2 million.

Non-cash interest expense related to the amortization of debt issuance costs for the Predecessor ABL Facility (as defined below) for the three and six months ended June 30, 2016 was $1.1 million and $2.2 million, respectively. Non-cash interest expense for the three and six months ended June 30, 2015 was $1.1 million and $2.2 million, respectively.

Predecessor ABL Facility
 
In March 2011, Herc and THC, as co-borrowers, and certain of their subsidiaries entered into a credit agreement that initially provided for aggregate maximum borrowings of $1,800 million (subject to borrowing base availability) on a revolving basis under an asset-based revolving credit facility (the "Predecessor ABL Facility.") The lenders under the Predecessor ABL Facility were granted a security interest in substantially all of the tangible and intangible assets of THC, Herc and the co-borrowers and guarantors under that facility, including pledges of the stock of certain of their respective U.S. subsidiaries (subject, in each case, to certain exceptions).

Concurrent with the Spin-Off on June 30, 2016, the Predecessor ABL Facility was terminated and any and all liens on the collateral were terminated and released. All amounts, including unpaid interest, were paid in full at the time of termination.
   
Note 7Employee Retirement Benefits

Prior to the Spin-off, the Company participated in certain THC-sponsored U.S. defined benefit and defined contribution plans covering substantially all U.S. employees, as well as certain non-U.S. defined benefit and defined contribution plans covering eligible non-U.S. employees. Postretirement benefits, other than pensions, provide healthcare benefits, and in some instances, life insurance benefits for certain eligible retired employees.

Prior to the Spin-Off, qualified U.S. employees of the Company, after completion of specified periods of service, were eligible to participate in The Hertz Corporation Account Balance Defined Benefit Pension Plan (“Hertz Retirement Plan”), a cash balance plan that was frozen effective December 31, 2014. Under this qualified Hertz Retirement Plan, the Company pays the entire cost and employees are not required to contribute.

THC also sponsored postretirement health care and life insurance benefits for a limited number of employees of the Company with hire dates prior to January 1, 1990. The postretirement health care plan is contributory with participants' contributions adjusted annually.

The Company has recorded its portion of the expense and related obligations for each of the plans referred to above using Company specific census data while plan assets were allocated proportionally. The contribution amounts for periods prior to the Spin-Off were determined in total for each of the plans and allocated to the Company based on the accumulated benefit obligation.

In connection with the Spin-Off, Herc Holdings established the Herc Holdings Retirement Plan. The assets and liabilities of the Hertz Retirement Plan attributable to current and former employees of the equipment rental business were legally separated and the assets were preliminarily allocated based on the applicable requirements and transferred to the new Herc Holdings Retirement Plan following the Spin-Off. The Company expects the final allocation of assets to occur before the end of the first quarter of 2017.
Pursuant to various collective bargaining agreements, certain union-represented employees participate in multiemployer pension plans. Following the Spin-Off, the responsibility for the required contributions to the applicable multiemployer pension plans remains with the employer of the covered union-represented employees.

19

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Additionally, Herc Holdings established the Herc Holdings Savings Plan. Following the Spin-Off, the accounts (including loans) of Herc Holdings’ current and former employees were transferred from the Hertz Savings Plan to the new Herc Holdings Savings Plan. The Herc Holdings Savings Plan provides employer contributions in a similar manner as provided under the Hertz Savings Plan (including a company matching contribution to contributing employees as well as an annual employer contribution for employees continuing service with Herc Holdings who were previously eligible for the Hertz Retirement Plan).
The following table sets forth the net periodic pension expense (in millions):
 
Net Periodic Pension Costs (Benefits)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Components of Net Periodic Pension Benefit:
 
 
 
 
 
 
 
Interest cost
$
1.5

 
$
1.4

 
$
3.1

 
$
2.8

Expected return on plan assets
(2.0
)
 
(2.2
)
 
(4.0
)
 
(4.4
)
Net amortizations
0.4

 
0.1

 
0.9

 
0.2

Settlement loss

 

 

 
0.2

Net periodic pension benefit
$
(0.1
)
 
$
(0.7
)
 
$

 
$
(1.2
)

The policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements. From time to time the Company may make contributions and benefit payments beyond those legally required.

The Company did not make any cash contributions to its U.S. qualified pension plan during six months ended June 30, 2016 or 2015. The Company does not anticipate contributing to the U.S. qualified pension plan during the remainder of 2016. The level of future contributions will vary, and is dependent on a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.

Certain of the Company's employees participate in non-qualified, unfunded plans. The Company did not make any benefit payments through its U.S. non-qualified pension plans during the three and six months ended June 30, 2016. Benefit payments through the U.S. non-qualified pension plans during the three and six months ended June 30, 2015 were $0 and $1.4 million, respectively.

Note 8Stock-Based Compensation

Certain of the Company's employees participated in stock-based compensation plans sponsored by Hertz Holdings. Stock-based compensation awards are measured on their grant date using a fair value method and are recognized in the statement of operations over the requisite service period. The stock-based compensation plans provide for grants of both equity and cash awards, including non-qualified stock options, incentive stock options, stock appreciation rights, performance awards (shares and units), restricted awards (shares and units) and deferred stock units to key executives, employees and non-management directors.

In connection with the Spin-Off, Herc Holdings inherited the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “Omnibus Plan”). Outstanding equity awards were adjusted and converted in accordance with a formula designed to preserve the intrinsic economic value of the original equity awards after taking into account the Spin-Off and the reverse stock split. Adjusted awards for active and former Herc employees were denominated in the common stock of Herc Holdings after the Spin-Off. Generally, the adjusted awards were subject to the same terms and vesting conditions as the original Hertz Holdings awards. The adjusted awards for performance stock units provided adjusted performance metrics to reflect the separation of the car rental and equipment rental businesses, and the adjusted awards contained such additional or adjusted provisions as were required.

The total number of common shares authorized for issuance under the Omnibus Plan after the reverse stock split is 2.2 million, of which 1.4 million remains available as of June 30, 2016 for future incentive awards. The share and per share data presented in this note has been retroactively adjusted to reflect the impact of the separation and conversion, including the reverse stock split.


20

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



The Company's stock-based compensation expense is included in “Selling, general and administrative.” The following table summarizes the expenses and associated income tax benefits recognized (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Compensation expense
$
1.7

 
$
0.7

 
$
2.7

 
$
0.9

Income tax benefit
(0.6
)
 
(0.3
)
 
(1.0
)
 
(0.4
)
Total
$
1.1

 
$
0.4

 
$
1.7

 
$
0.5


Stock-based compensation expense includes expense attributable to the Company based on the awards and terms previously granted under the incentive compensation plan to the Company's employees and an allocation of THC's corporate and shared functional employee expenses. Accordingly, the amounts presented are not necessarily indicative of future awards and do not necessarily reflect the results that the Company would have experienced as an independent, publicly-traded company for the periods presented.

These expenses include allocated stock-based compensation expenses from THC of $1.4 million and $2.0 million for the three and six months ended June 30, 2016, respectively, and $0.3 million and $0.3 million for the three and six months ended June 30, 2015, respectively, on a pre-tax basis. The expenses are for the employees of THC and its non-Herc Holdings subsidiaries whose costs of services were allocated to the Company for the applicable periods presented. For additional information related to costs allocated to the Company by THC, see Note 17, "Related Party Transactions."

As of June 30, 2016, there was $7.5 million of total unrecognized compensation cost related to non-vested stock options, restricted stock units and performance stock units granted by Hertz Holdings under all plans. The total unrecognized compensation cost is expected to be recognized over the remaining 2.4 years, on a weighted average basis, of the requisite service period that began on the grant dates.

Stock Options and Stock Appreciation Rights

All stock options and stock appreciation rights granted under the Omnibus Plan had a per-share exercise price of not less than the fair market value of one share of common stock on the grant date. Stock options and stock appreciation rights vest based on a minimum period of service or the occurrence of events (such as a change in control, as defined in the Omnibus Plan). No stock options or stock appreciation rights are exercisable after ten years from the grant date.

The Company has accounted for its employee stock-based compensation awards in accordance with Accounting Standards Codification 718, "Compensation - Stock Compensation." The options are being accounted for as equity-classified awards. The Company recognizes compensation cost on a straight-line basis over the vesting period. The value of each option award is estimated on the grant date using a Black-Scholes option pricing model.

A summary of option activity under the Omnibus Plan is presented below.
 
Shares
 
Weighted‑
Average
Exercise
Price
 
Weighted‑
Average
Remaining
Contractual
Term (years)
 
Aggregate Intrinsic
Value
(In millions)
Outstanding at January 1, 2016
134,200

 
$
52.11

 
3.5
 
$
0.5

Granted

 

 
 
 
 
Exercised
(15,364
)
 
21.03

 
 
 
 
Forfeited or expired
(9,939
)
 
54.58

 
 
 
 
Outstanding at June 30, 2016
108,897

 
$
56.27

 
3.3
 
$
0.1

Exercisable at June 30, 2016
46,913

 
$
53.03

 
2.5
 
$
0.1



21

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



A summary of non-vested options is presented below.
 
Non-vested
Shares
 
Weighted‑
Average
Exercise Price
 
Weighted‑
Average Grant -
Date Fair Value
Non-vested as of January 1, 2016
74,709

 
$
59.65

 
$
19.14

Granted

 

 

Vested
(11,872
)
 
63.73

 
20.79

Forfeited
(853
)
 
70.13

 
23.46

Non-vested as of June 30, 2016
61,984

 
$
58.72

 
$
18.76


Performance Stock, Performance Stock Units, Restricted Stock and Restricted Stock Units

Performance stock and performance stock units ("PSUs") granted under the Omnibus Plan will vest based on the achievement of pre-determined performance goals over performance periods determined by the Company's compensation committee. Each of the units granted under the Omnibus Plan represent the right to receive one share of the Company's common stock on a specified future date. In the event of an employee's death or disability, a pro rata portion of the employee's performance stock and PSUs will vest to the extent performance goals are achieved at the end of the performance period. Restricted stock and restricted stock units ("RSUs") granted under the Omnibus Plan will vest based on a minimum period of service or the occurrence of events (such as a change in control, as defined in the Omnibus Plan) specified by the compensation committee.

A summary of the PSU activity under the Omnibus Plan is presented below.
 


Shares
 
Weighted‑
Average
Fair Value
 
Aggregate Intrinsic
Value
(In millions)
Outstanding at January 1, 2016
37,259

 
$
62.33

 
$
1.7

Granted
119,164

 
29.77

 
 
Vested

 

 
 
Forfeited or expired
(9,638
)
 
61.54

 
 
Outstanding at June 30, 2016
146,785

 
$
35.95

 
$
5.0


A summary of the RSU activity under the Omnibus Plan is presented below.
 
Shares
 
Weighted‑
Average
Fair Value
 
Aggregate Intrinsic
Value
(In millions)
Outstanding at January 1, 2016
21,206

 
$
56.30

 
$
1.0

Granted
79,665

 
29.87

 
 
Vested
(3,112
)
 
65.77

 
 
Forfeited or expired
(609
)
 
64.82

 
 
Outstanding at June 30, 2016
97,150

 
$
34.27

 
$
3.4


Compensation expense for PSUs and RSUs is based on the grant date fair value, and is recognized ratably over the vesting period. For grants in 2016, 2015 and 2014, the vesting period is three years. In addition to the service vesting condition, the PSUs have an additional vesting condition which calls for the number of units to be awarded being based on the achievement of certain performance measures over the applicable measurement period.

PSUs granted in 2016 include vesting conditions based on the achievement of the Company's corporate EBITDA performance measures over a three-year period from 2016 to 2018. PSUs granted in 2015 include vesting conditions based on the achievement of certain performance measures over a three-year period from 2015 to 2017. For 2015, the performance measure was based on Hertz Holdings' corporate EBITDA performance measure which was not achieved and, therefore, the PSUs were forfeited. In connection with the Spin-Off, the awards' vesting condition for the 2016 and 2017 performance periods was changed by Hertz

22

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Holdings to a Herc standalone corporate EBITDA performance measure. The change to the performance measure was treated as a modification of the awards and did not have a significant impact on the Company's results of operations.

Note 9Income Taxes

The effective tax rate for the three months ended June 30, 2016 and 2015 was (196.3)% and 45.9%, respectively. The effective tax rate for the six months ended June 30, 2016 and 2015 was (126.2)% and 53.2%, respectively. The effective tax rate for the full fiscal year 2016 is expected to be approximately 52.0%. The effective tax rates for the three and six months ended June 30, 2016 and the expected full fiscal year 2016 rate are primarily driven by $6.4 million of tax expense related to state taxes incurred as a result of the Spin-Off.

In connection with the Spin-Off, net operating loss carryforwards have been split between the Company and New Hertz pursuant to the Internal Revenue Code and regulations. While not expected to be significant, the split of net operating loss carryforwards may be further adjusted when the 2015 and 2016 federal tax returns are finalized. As of June 30, 2016, the Company has $183.7 million of gross federal net operating loss carryforwards to offset future taxable income. The federal net operating loss carryforward has been reduced by uncertain tax positions of $0.4 million.

Note 10Accumulated Other Comprehensive Income (Loss)

The changes in the accumulated other comprehensive income (loss) balance by component (net of tax) for the six months ended June 30, 2016 and 2015 are presented in the tables below (in millions). The balances at January 1, 2015 and 2016 were impacted by the correction of an error as described in Note 2, "Basis of Presentation and Recently Issued Accounting Pronouncements."

 
Pension and Other Post-Employment Benefits
 
Foreign Currency Items
 
Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2016
$
(15.5
)
 
$
(119.9
)
 
$
(135.4
)
Other comprehensive income (loss) before reclassification
(4.8
)
 
23.9

 
19.1

Amounts reclassified from accumulated other comprehensive loss
0.5

 

 
0.5

Net current period other comprehensive income (loss)
(4.3
)
 
23.9

 
19.6

Balance at June 30, 2016
$
(19.8
)
 
$
(96.0
)
 
$
(115.8
)

 
Pension and Other Post-Employment Benefits
 
Foreign Currency Items
 
Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2015
$
(10.8
)
 
$
(21.5
)
 
$
(32.3
)
Other comprehensive loss before reclassification
(0.1
)
 
(13.1
)
 
(13.2
)
Amounts reclassified from accumulated other comprehensive loss
0.2

 

 
0.2

Net current period other comprehensive income (loss)
0.1

 
(13.1
)
 
(13.0
)
Balance at June 30, 2015
$
(10.7
)
 
$
(34.6
)
 
$
(45.3
)


23

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Amounts reclassified from accumulated other comprehensive income (loss) to earnings were as follows (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
Pension and other postretirement benefit plans
2016
 
2015
 
2016
 
2015
 
Statement of Operations Caption
Amortization of actuarial (gain) losses(a)
$
0.4

 
$
0.1

 
$
0.9

 
$
0.2

 
Selling, general and administrative
Settlement loss(a)

 

 

 
0.2

 
Selling, general and administrative
     Total
0.4

 
0.1

 
0.9

 
0.4

 
 
Tax provision
(0.2
)
 

 
(0.4
)
 
(0.2
)
 
Income tax benefit (expense)
     Total reclassifications for the period
$
0.2

 
$
0.1

 
$
0.5

 
$
0.2

 
 
(a)     Included in the computation of net periodic pension costs (benefits). See Note 7, "Employee Retirement Benefits."

Note 11Contingencies and Off-Balance Sheet Commitments

Legal Proceedings

From time to time the Company is a party to various legal proceedings. Summarized below are the most significant legal proceedings to which the Company is a party.

In re Hertz Global Holdings, Inc. Securities Litigation - In November 2013, a purported shareholder class action, Pedro Ramirez, Jr. v. Hertz Global Holdings, Inc., et al., was commenced in the U.S. District Court for the District of New Jersey naming the Company (under its former Hertz Global Holdings, Inc. name) and certain of its officers as defendants and alleging violations of the federal securities laws. The complaint alleged that the Company made material misrepresentations and/or omissions of material fact in its public disclosures during the period from February 25, 2013 through November 4, 2013, in violation of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 promulgated thereunder. The complaint sought an unspecified amount of monetary damages on behalf of the purported class and an award of costs and expenses, including counsel fees and expert fees. In June 2014, the Company responded to the amended complaint by filing a motion to dismiss. After a hearing in October 2014, the court granted the Company’s motion to dismiss the complaint. The dismissal was without prejudice and plaintiff was granted leave to file a second amended complaint within 30 days of the order. In November 2014, plaintiff filed a second amended complaint which shortened the putative class period such that it was not alleged to have commenced until May 18, 2013 and made allegations that were not substantively very different than the allegations in the prior complaint. In early 2015, this case was assigned to a new federal judge in the District of New Jersey, and the Company responded to the second amended complaint by filing another motion to dismiss. On July 22, 2015, the court granted the Company’s motion to dismiss without prejudice and ordered that plaintiff could file a third amended complaint on or before August 22, 2015. On August 21, 2015, plaintiff filed a third amended complaint. The third amended complaint included additional allegations, named additional current and former officers as defendants and expanded the putative class period such that it was alleged to span from February 14, 2013 to July 16, 2015. On November 4, 2015, the Company filed its motion to dismiss. Thereafter, a motion was made by plaintiff to add a new plaintiff, because of challenges to the standing of the first plaintiff. The court granted plaintiffs leave to file a fourth amended complaint to add the new plaintiff, and the new complaint was filed on March 1, 2016. The Company and the individual defendants moved to dismiss the fourth amended complaint in its entirety with prejudice on March 24, 2016, and plaintiff filed its opposition to same on May 6, 2016. On June 13, 2016, the Company and the individual defendants filed their reply briefs in support of their motions to dismiss. The matter is now fully briefed. The Company believes that it has valid and meritorious defenses and New Hertz, which is responsible for managing this matter, has informed the Company that it intends to vigorously defend against the complaint, but litigation is subject to many uncertainties and the outcome of this matter is not predictable with assurance. It is possible that this matter could be decided unfavorably to the Company. However, the Company is currently unable to estimate the range of these possible losses, but they could be material to the Company's consolidated and combined financial condition, results of operations or cash flows in any particular reporting period.

Governmental Investigations - In June 2014, the Company (in its previous form as the holding company of both the existing equipment rental operations as well as the rental car operations that have since been spun off into a separate

24

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



company) was advised by the staff of the New York Regional Office of the SEC that it is investigating the events disclosed in certain of the Company’s filings with the SEC (under its former Hertz Global Holdings, Inc. name). In addition, in December 2014 a state securities regulator requested information, and starting in June 2016 the Company has had communications with the United States Attorney’s Office for the District of New Jersey, in each case regarding the same or similar events. The investigations and communications generally involve the restatements included in the Company’s 2014 Form 10-K and related accounting for prior periods. The Company has and intends to continue to cooperate with all governmental requests related to the foregoing. Due to the stage of the proceedings, the Company is currently unable to predict the likely outcome of the proceedings or estimate the range of reasonably possible losses, which could be material. Among other matters, the restatements included in the Company’s 2014 Form 10-K addressed a variety of accounting matters involving THC's former Brazil vehicle rental operations. The Company has identified certain activities by THC's former vehicle rental operations in Brazil that may raise issues under the Foreign Corrupt Practices Act and other federal and local laws. THC has self-reported these issues to appropriate government entities, and these issues continue to be investigated. At this time, the Company is unable to predict the outcome of these issues or estimate the range of reasonably possible losses, which could be material.

In addition, the Company is subject to a number of claims and proceedings that generally arise in the ordinary conduct of its business. These matters include, but are not limited to, claims arising from the operation of rented equipment and workers' compensation claims. The Company does not believe that the liabilities arising from such ordinary course claims and proceedings will have a material adverse effect on the Company's consolidated and combined financial position, results of operations or cash flows.

The Company has established reserves for matters where the Company believes the losses are probable and can be reasonably estimated. For matters, including certain of those described above, where a reserve has not been established, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. Litigation is subject to many uncertainties and there can be no assurance as to the outcome of the individual litigated matters. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed above, could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the Company's consolidated and combined financial condition, results of operations or cash flows in any particular reporting period.

Off-Balance Sheet Commitments

Indemnification Obligations

In the ordinary course of business, the Company executes contracts involving indemnification obligations customary in the relevant industry and indemnifications specific to a transaction such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial contractual relationships; and financial matters. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third party claim. The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable. The types of indemnification obligations for which payments are possible include the following:

The Spin-Off

In connection with the Spin-Off, pursuant to the separation and distribution agreement (as discussed in Note 18, "Arrangements with New Hertz"), the Company has assumed the liability for, and control of, all pending and threatened legal matters related to its equipment rental business and related assets, as well as assumed or retained liabilities, and will indemnify New Hertz for any liability arising out of or resulting from such assumed legal matters.  The separation and distribution agreement also provides for certain liabilities to be shared by the parties.  Herc Holdings is responsible for a portion of these shared liabilities (typically 15%), as set forth in that agreement.  New Hertz is responsible for managing the settlement or other disposition of such shared liabilities. Pursuant to the tax matters agreement, the Company has agreed to indemnify New Hertz for any resulting taxes and related losses if the Company takes or fails to take any action (or permits any of its affiliates to take or fail to take any action) that causes the Spin-Off and related transactions to be taxable, or if there is an acquisition of the equity securities or assets of the Company or of any member of the Company’s group that causes the Spin-Off and related transactions to be taxable.

25

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Environmental
The Company has indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. The probable expenses that the Company expects to incur for such matters have been accrued, and those expenses are reflected in the Company's condensed consolidated and combined financial statements. As of June 30, 2016 and December 31, 2015, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in the Company's condensed consolidated and combined balance sheets in "Accrued expenses and other liabilities" were $0.2 million and $0.1 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which the Company ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as the Company's connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Note 12Restructuring

As part of the Company's ongoing effort to reduce operating costs, the Company reduced headcount and closed certain branches in 2015 and 2016 in the U.S. and Canada resulting in severance costs as well as branch closure charges which principally relate to continuing lease obligations at vacant facilities.

The Company incurred the following restructuring costs (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
By Type:
 
 
 
 
 
 
 
Termination benefits
$
1.8

 
$
0.1

 
$
1.8

 
$
0.2

Facility closure and lease obligation costs
1.3

 
0.2

 
1.6

 
0.8

Total
$
3.1

 
$
0.3

 
$
3.4

 
$
1.0


The following table sets forth the activity affecting the restructuring accrual during the six months ended June 30, 2016 (in millions). The Company expects to pay the remaining restructuring obligations relating to termination benefits over the next twelve months. The remainder of the restructuring accrual relates to future lease obligations which will be paid over the remaining term of the applicable leases.
 
Termination
Benefits
 
Other
 
Total
Balance as of January 1, 2016
$
1.2

 
$
1.3

 
$
2.5

Charges incurred
1.8

 
1.6

 
3.4

Cash payments
(2.2
)
 
(1.9
)
 
(4.1
)
Other non-cash charges

 
(0.1
)
 
(0.1
)
Balance as of June 30, 2016
$
0.8

 
$
0.9

 
$
1.7


Note 13Financial Instruments

The Company established risk management policies and procedures, which seek to reduce the Company’s commercial risk exposure to fluctuations in foreign currency exchange rates. However, there can be no assurance that these policies and procedures will be successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the counterparties to the agreements are expected to perform fully under the terms of the agreements. The Company monitors counterparty credit risk, including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and

26

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



procedures will always be effective. Additionally, in the event of default under the Company’s master derivative agreements, the non-defaulting party has the option to set-off any amounts owed with regard to open derivative positions.

Foreign Currency Exchange Rate Risk

The Company’s objective in managing exposure to foreign currency fluctuations is to limit the exposure of certain cash flows and earnings to foreign currency exchange rate changes through the use of various derivative contracts. The Company experiences foreign currency risks in its global operations as a result of various factors, including intercompany local currency denominated loans, rental operations in various currencies and purchasing fleet in various currencies.

The following table summarizes the estimated fair value of the Company's financial instruments, none of which have been designated in a hedging relationship (in millions).
 
Fair Value of Financial Instruments
 
Asset Derivatives(1)
 
Liability Derivatives(1)
 
June 30,
 2016(2)
 
December 31,
2015
 
June 30,
 2016(2)
 
December 31,
2015
Foreign currency forward contracts
$

 
$
0.1

 
$

 
$


(1)
Asset derivatives are recorded in "Prepaid expenses and other current assets" and liability derivatives are recorded in "Accrued liabilities" in the condensed consolidated and combined balance sheets.

(2)
The Company did not hold any financial instruments as of June 30, 2016.

The following table summarizes the losses on derivative instruments for the periods indicated. All losses are recorded in "Selling, general and administrative" in the condensed consolidated and combined statements of operations (in millions).
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Foreign currency forward contracts
$
(0.2
)
 
$
(2.9
)
 
$
(0.1
)
 
$
(6.3
)

Note 14Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments.

Cash Equivalents and Investments

The Company’s cash equivalents primarily consist of money market accounts which are classified as Level 1 assets which the Company measures at fair value on a recurring basis. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets. At June 30, 2016 and December 31, 2015, the Company's cash equivalents and investments balance was $13.2 million and $13.5 million, respectively.

Financial Instruments

The fair value of the Company's financial instruments as of June 30, 2016 and December 31, 2015 are shown in Note 13, "Financial Instruments." The Company's financial instruments are classified as Level 2 assets and liabilities and are priced using quoted market prices for similar assets or liabilities in active markets.


27

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Debt Obligations

The fair value of debt is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with similar terms and average maturities (Level 2 inputs) (in millions).
 
June 30, 2016
 
December 31, 2015
 
Nominal Unpaid Principal Balance
 
Aggregate Fair Value
 
Nominal Unpaid Principal Balance
 
Aggregate Fair Value
Debt
$
2,152.8

 
$
2,132.7

 
$
63.5

 
$
63.5


Note 15Equity and Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic earnings (loss) per share has been computed based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share has been computed based upon the weighted average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, except when the effect would be anti-dilutive.

On June 30, 2016, the Company effected a 1-for-15 reverse stock split. All share data, per share amounts and dilutive and antidilutive amounts have been retroactively adjusted to reflect the impact of the separation and conversion, including the reverse stock split, in the accompanying condensed consolidated and combined financial statements and notes thereto for all periods presented.

The following table sets forth the computation of basic and diluted earnings (loss) per share (in millions, except per share data).
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Basic and diluted earnings (loss) per share:
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income (loss), basic and diluted
$
(8.0
)
 
$
10.6

 
$
(9.5
)
 
$
12.3

Denominator:
 
 
 
 
 
 
 
Basic weighted average common shares
28.3

 
30.6

 
28.3

 
30.6

Stock options, RSUs and PSUs(a)

 

 

 

Weighted average shares used to calculate diluted earnings per share
28.3

 
30.6

 
28.3

 
30.6

Earnings (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.28
)
 
$
0.35

 
$
(0.34
)
 
$
0.40

Diluted
$
(0.28
)
 
$
0.35

 
$
(0.34
)
 
$
0.40

Antidilutive stock options, RSUs and PSUs(a)
0.2

 

 
0.2

 

(a)     The dilutive and antidilutive impact of stock options, RSUs and PSUs for the three and six months ended June 30, 2015 rounds to zero for each period.

Share Repurchase Program

In March 2014, Hertz Holdings announced a $1.0 billion share repurchase program (the "Share Repurchase Program"), which replaced an earlier program. The Share Repurchase Program permits the Company, as the successor to Hertz Holdings, to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. The timing and extent to which the Company repurchases its shares will depend upon, among other things, market conditions, share price, liquidity targets and other factors. Share repurchases may be commenced or suspended at any time or from time to time, subject to legal and contractual requirements without prior notice. During 2015, Hertz Holdings repurchased 2.5 million shares (on a reverse split adjusted basis) at an aggregate purchase price of approximately $604.5 million under the Share Repurchase Program. Repurchases are included in treasury stock in the accompanying condensed consolidated and combined balance sheets as of June 30, 2016 and December 31, 2015. As of June 30, 2016, the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program is $395.9 million.

28

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited




Note 16Segment Information

The Company consists of a single reportable segment, worldwide equipment rental. In determining its reportable segments, the Company considered guidance in ASC 280, “Segment Reporting.” ASC 280 provides that reportable segments may be presented based on the “management” approach and the Company has used the management approach to identify its operating segments. The management approach follows the internal process used by management for making decisions and assessing performance to determine the Company's reportable segments. Using the management approach, the Company has determined that there is a single reportable segment based upon the information provided to the chief operating decision maker, who regularly reviews financial results and assesses operating performance and allocates resources at the worldwide level for the Company.

Note 17Related Party Transactions

Transactions between the Company and THC and its affiliates are herein referred to as “related party” or “affiliated” transactions for the periods presented. Effective with the Spin-Off on June 30, 2016, all transactions with THC and its affiliates were settled and paid in full. Effective July 1, 2016, the Company entered into a Transition Services Agreement ("TSA") with New Hertz. See Note 18, "Arrangements with New Hertz" for further information.

Corporate Allocations

Historically, THC has provided services to and funded certain expenses for the Company that were recorded at the THC level prior to the Spin-Off. As discussed in Note 2, "Basis of Presentation and Recently Issued Accounting Pronouncements," the financial information in these condensed consolidated and combined financial statements includes direct costs of the Company incurred by THC on the Company’s behalf and an allocation of general corporate expenses of THC which were not historically allocated to the Company for certain support functions that were provided on a centralized basis within THC and not recorded at the business unit level, such as expenses related to finance, human resources, information technology, facilities, and legal, among others, and that would have been incurred had the Company been a separate, stand-alone entity. 

Costs incurred and allocated by THC were included in the condensed consolidated and combined statements of operations as follows (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Direct operating
$
0.3

 
$
0.6

 
$
0.6

 
$
0.7

Selling, general and administrative
9.0

 
8.4

 
18.0

 
18.4

Total allocated expenses
$
9.3

 
$
9.0

 
$
18.6

 
$
19.1

Loans with Affiliates

The Company entered into various loan agreements with affiliates as part of the centralized approach to cash management and financing of worldwide operations by THC. The amounts due to and from other affiliates had various interest rates and maturity dates but were generally short-term in nature. Effective with the Spin-Off on June 30, 2016, any loans with affiliates were settled and paid in full, including any accrued interest.

Intercompany Transactions

Prior to the Spin-Off, all significant intercompany payable/receivable balances between the Company and THC were considered to be effectively settled for cash in the condensed consolidated and combined financial statements at the time the transaction was recorded.

Agreements with Carl C. Icahn

On September 15, 2014, Hertz Holdings entered into the Nomination and Standstill Agreement (the “Nomination and Standstill Agreement”) with Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP,

29

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi (collectively, the “Original Icahn Group”). The Company continues to be subject to the rights and obligations of Hertz Holdings under the Nomination and Standstill Agreement. In addition, in connection with their appointments to the Company’s board of directors, each of Courtney Mather, Louis J. Pastor and Stephen A. Mongillo (collectively, the “Icahn Designees,” and, together with the Original Icahn Group, the “Icahn Group”) executed a Joinder Agreement agreeing to become bound as a party to the terms and conditions of the Nomination and Standstill Agreement (such Joinder Agreements are referred to herein collectively as the “Joinder Agreements,” and, together with the Nomination and Standstill Agreement, the “Icahn Agreements”).
     
Pursuant to the Icahn Agreements, the Icahn Designees were appointed to the Company’s board of directors upon completion of the Spin-Off. Pursuant to the Icahn Agreements, so long as an Icahn Designee is a member of the board of directors, the board of directors will not be expanded to greater than ten directors without approval from the Icahn Designees then on the board of directors. In addition, pursuant to the Icahn Agreements, subject to certain restrictions and requirements, the Icahn Group will have certain replacement rights in the event an Icahn Designee resigns or is otherwise unable to serve as a director (other than as a result of not being nominated by the Company for an annual meeting).
     
In addition, until the date that no Icahn Designee is a member of the Board (or otherwise deemed to be on the Board pursuant to the terms of the Icahn Agreements) (the “Board Representation Period”), the Icahn Group agrees to vote all of its shares of the Company’s common stock in favor of the election of all of the Company’s director nominees at each annual or special meeting of the Company’s stockholders. Also pursuant to the Icahn Agreements, during the Board Representation Period, and subject to limited exceptions, the Icahn Group will adhere to certain standstill obligations, including the obligation to not solicit proxies or consents or influence others with respect to the same. The Icahn Group further agrees that during the Board Representation Period, subject to certain limited exceptions, the Icahn Group will not acquire or otherwise beneficially own more than 20% of the Company’s outstanding voting securities.

Further, pursuant to the Icahn Agreements, the board of directors dissolved the previously existing Executive and Finance Committee of the Company’s board of directors, and agreed not to create a separate executive committee of the board so long as an Icahn Designee is a member of the board of directors.

If at any time the Icahn Group ceases to hold a “net long position,” as defined in the Nomination and Standstill Agreement, in at least (A) 1,900,000 shares of the Company’s common stock, the Icahn Group will cause one Icahn Designee to promptly resign from the board of directors; (B) 1,520,000 shares of the Company’s common stock, the Icahn Group will cause two Icahn Designees to promptly resign from the board of directors; and (C) 1,266,667 shares of the Company’s common stock, the Icahn Group will cause all of the Icahn Designees to promptly resign from the board of directors and the Company’s obligations under the Icahn Agreements will terminate. The foregoing share amounts are adjusted for the reverse stock split that was effective immediately after the Spin-Off.

In addition, pursuant to the Icahn Agreements, the Company entered into a registration rights agreement, effective June 30, 2016 (the “Registration Rights Agreement”), with High River Limited Partnership, Icahn Partners LP and Icahn Partners Master Fund LP, on behalf of any person who is a member of the “Icahn group” (as such term is defined therein) who owns applicable securities at the relevant time and is or has become a party to the Registration Rights Agreement. The Registration Rights Agreement provides for customary demand and piggyback registration rights and obligations.

An affiliate of Carl C. Icahn purchased $50 million in aggregate principal amount of the 2022 Notes and $75 million in aggregate principal amount of the 2024 Notes.

Note 18Arrangements with New Hertz

In connection with the Spin-Off, the Company entered into a separation and distribution agreement with New Hertz . In connection therewith, the Company also entered into various other ancillary agreements with New Hertz to effect the Spin-Off and provide a framework for its relationship with New Hertz. The following summarizes some of the most significant agreements and relationships that Herc Holdings will continue to have with New Hertz.

30

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited




Separation and Distribution Agreement

The Company entered into a separation and distribution agreement (the “Separation Agreement”) with New Hertz which sets forth the Company's agreements with New Hertz regarding the principal actions to be taken in connection with the Spin-Off. It also sets forth other agreements that govern aspects of Herc Holdings relationship with New Hertz following the Spin-Off as follows:

Internal Reorganization and Related Financing Transactions

The Separation Agreement provides for the transfers of entities and assets and assumptions of liabilities that were necessary to complete the Spin-Off, including the series of internal reorganization transactions such that New Hertz holds the entities associated with the vehicle rental business and Herc Holdings holds the entities associated with the equipment rental business.

Pursuant to the Separation Agreement, Herc made certain cash transfers in the total amount of approximately $2.1 billion to New Hertz and its subsidiaries in June 2016.

Legal Matters and Claims; Sharing of Certain Liabilities

Subject to any specified exceptions, each party to the Separation Agreement has assumed the liability for, and control of, all pending and threatened legal matters related to its own business, as well as assumed or retained liabilities, and will indemnify the other party for any liability arising out of or resulting from such assumed legal matters.

The Separation Agreement provides for certain liabilities to be shared by the parties. New Hertz and Herc Holdings are each responsible for a portion of these shared liabilities, as set forth in the Separation Agreement. New Hertz is responsible for managing the settlement or other disposition of such shared liabilities.

Other Matters

In addition to those matters discussed above, the Separation Agreement, among other things, (i) governs the transfer of assets and liabilities generally, (ii) terminates all intercompany arrangements between New Hertz and Herc Holdings except for specified agreements and arrangements that survived the Spin-Off, (iii) contains further assurances, terms and conditions that require New Hertz and Herc Holdings to use commercially reasonable efforts to consummate the transactions contemplated by the Separation Agreement and the ancillary agreements, (iv) releases certain claims between the parties and their affiliates, successors and assigns, (v) contains mutual indemnification clauses and (vi) allocates expenses of the Spin-Off between the parties.

Transition Services Agreement

The Company entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which New Hertz or its affiliates will provide specified services to Herc Holdings on a transitional basis to help ensure an orderly transition following the Spin-Off, although New Hertz may request certain transition services to be performed by Herc Holdings. The services to be provided by New Hertz or its affiliates primarily include:

    information technology and network and telecommunications systems support;
    human resources, payroll and benefits;
    accounting and finance;
    treasury;
    tax matters; and
    administrative services.

The Transition Services Agreement generally provides for a term of up to two years following the Spin-Off, though the recipient of the services may elect to terminate a service at any time upon advance written notice. With certain exceptions, New Hertz and

31

Table of Contents     
HERC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
Unaudited



Herc Holdings expect to charge for the services rendered the allocated costs associated with rendering these services, and may include a mark-up for certain services.

Tax Matters Agreement

The Company entered into a tax matters agreement (the “Tax Matters Agreement”) with New Hertz that governs the parties' rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns.

Under the Tax Matters Agreement, each party is responsible for their respective tax liabilities. The agreement provides for no compe