REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder and the Board of Directors of The Hertz Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Hertz Corporation and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), changes in stockholder’s equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 7, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
THE HERTZ CORPORATION AND SUBSIDIARIES
| | | | | | | | |
| | Calculation of Non-Program Depreciation on Revenue Earning Vehicles in the Americas Rental Car (“RAC”) Segment |
| | |
| Description of the Matter | | For the year ended December 31, 2022, total depreciation of revenue earning vehicles and lease charges, net in the Americas RAC segment was $553 million, including gains and losses on disposals. As discussed in Note 2 to the consolidated financial statements, depreciation rates are reviewed on a quarterly basis based on management’s ongoing assessment of present and estimated future market conditions, the effect of these conditions on residual values at the expected time of disposal and the estimated holding period for the revenue earning vehicles. The Company’s fleet is comprised of vehicles that are subject to and are not subject to vehicle repurchase programs (“program vehicles” and “non-program vehicles,” respectively). For program vehicles, the manufacturers guarantee a specified price or depreciation rate upon disposal, versus non-program vehicles where the Company estimates the residual value of the vehicle at the expected time of disposal. |
| | |
| | Auditing the Company’s calculation of depreciation for non-program vehicles related to the Americas RAC segment was complex due to the significant estimation uncertainty and management judgment to determine the estimated residual values at the expected time of disposal. The significant estimation uncertainty was primarily due to management’s assumptions related to market conditions and their effect on estimated residual values. Additionally, auditing the calculation of depreciation was challenging due to the volume of data inputs utilized in management’s calculation, including historical sales data from multiple sources at varying levels of disaggregation along with additional data specific to the Company’s current fleet. |
| | |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s measurement of depreciation expense for non-program vehicles related to the Americas RAC segment. For example, we tested controls over management’s quarterly review of the depreciation rates, which included their procedures to validate the completeness and accuracy of the data used in the calculation and their assessment of significant assumptions, specifically the estimated residual values of non-program vehicles related to the Americas RAC segment. |
| | |
| | To test the depreciation calculation for non-program vehicles, our audit procedures included, among others, testing the completeness and accuracy of the underlying data by comparing historical sales data and vehicle information used in the calculation (e.g., make, model, trim) to external sources and the Company’s records. We evaluated the reasonableness of other significant assumptions, such as resale market conditions, to assess the reasonableness of the residual value estimates made by management. Additionally, we performed analytical procedures to evaluate historical gains and losses recognized upon disposal in order to retrospectively review the reasonableness of management’s estimates. |
| | |
| | Valuation of Self-insured Liabilities – Public Liability, Property Damage, and Liability Insurance Supplement |
| | |
| Description of the Matter | | As disclosed in Notes 2 and 15 to the consolidated financial statements, the Company is self-insured for public liability, property damage, general liability, liability insurance supplement, personal accident insurance, and workers' compensation. The Company records liabilities for these matters based on actuarial analyses of historical claim activity and estimates of both reported accident claims not yet paid, and claims incurred but not yet reported. The estimated self-insured liabilities as of December 31, 2022 were $472 million. The actuarial analyses that determine the claims incurred but not yet reported portion of the liability balances considers a variety of factors, including the frequency and severity of losses, changes in claim reporting and resolution patterns, insurance industry practices, the regulatory environment and legal precedent. The adequacy of the liabilities is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If the Company’s estimates change or if actual results differ from these assumptions, the amount of the recorded liabilities are adjusted to reflect these results. |
THE HERTZ CORPORATION AND SUBSIDIARIES
| | | | | | | | |
| | Auditing the public liability, property damage, and liability insurance supplement components of the self-insured liability reserves is complex and required the involvement of our actuarial specialists due to the significant valuation uncertainty associated with the estimates, management’s application of complex judgments, and the use of actuarial methods. In addition, the public liability, property damage, and liability insurance supplement self-insured liability reserve estimates are sensitive to management’s assumptions related to rental volume, actuarial evaluations of historical claim experience and trends, and future projections of ultimate losses used in the computation of these self-insured liabilities. |
| | |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s public liability, property damage, and liability insurance supplement self-insured liability estimation process. For example, we tested controls over management’s review of the assumptions outlined above that are used in these self-insured liability calculations and the completeness and accuracy of the data underlying these self-insured liabilities. |
| | |
| | To test the valuation of the public liability, property damage, and liability insurance supplement self-insured liability reserves, we performed audit procedures that included involving our internal actuarial specialists to assist us in developing an independent range and evaluating the methods used by management and the reasonableness of assumptions used in their models (e.g., actuarial evaluations of historical claim experience and future projections of ultimate losses). We compared the Company's reserve to estimates of the liability developed by our actuarial specialists based on the underlying claims data and independently selected assumptions. |
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2019.
Tampa, Florida
February 7, 2023
THE HERTZ CORPORATION AND SUBSIDIARIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder and the Board of Directors of The Hertz Corporation
Opinion on Internal Control Over Financial Reporting
We have audited The Hertz Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Hertz Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), changes in stockholder’s equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 7, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tampa, Florida
February 7, 2023
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data) | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| ASSETS | | | |
| Cash and cash equivalents | $ | 943 | | | $ | 2,258 | |
| Restricted cash and cash equivalents: | | | |
| Vehicle | 180 | | | 77 | |
| Non-vehicle | 295 | | | 316 | |
| Total restricted cash and cash equivalents | 475 | | | 393 | |
| Total cash and cash equivalents and restricted cash and cash equivalents | 1,418 | | | 2,651 | |
| Receivables: | | | |
| Vehicle | 111 | | | 62 | |
Non-vehicle, net of allowance of $45 and $48, respectively | 863 | | | 696 | |
| Total receivables, net | 974 | | | 758 | |
| Prepaid expenses and other assets | 1,155 | | | 1,017 | |
| Revenue earning vehicles: | | | |
| Vehicles | 14,281 | | | 10,836 | |
| Less: accumulated depreciation | (1,786) | | | (1,610) | |
| Total revenue earning vehicles, net | 12,495 | | | 9,226 | |
| Property and equipment, net | 637 | | | 608 | |
| Operating lease right-of-use assets | 1,887 | | | 1,566 | |
| Intangible assets, net | 2,887 | | | 2,912 | |
| Goodwill | 1,044 | | | 1,045 | |
Total assets(1) | $ | 22,497 | | | $ | 19,783 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| Accounts payable: | | | |
| Vehicle | $ | 79 | | | $ | 56 | |
| Non-vehicle | 578 | | | 516 | |
| Total accounts payable | 657 | | | 572 | |
| Accrued liabilities | 911 | | | 863 | |
| Accrued taxes, net | 170 | | | 157 | |
| Debt: | | | |
| Vehicle | 10,886 | | | 7,921 | |
| Non-vehicle | 2,977 | | | 2,986 | |
| Total debt | 13,863 | | | 10,907 | |
| Public Warrants | 617 | | | 1,324 | |
| Operating lease liabilities | 1,802 | | | 1,510 | |
| Self-insured liabilities | 472 | | | 463 | |
| Deferred income taxes, net | 1,360 | | | 1,010 | |
Total liabilities(1) | 19,852 | | | 16,806 | |
| Commitments and contingencies | | | |
| Stockholders' equity: | | | |
Preferred stock, $0.01 par value, no shares issued and outstanding | — | | | — | |
Common stock, $0.01 par value, 478,914,062 and 477,233,278 shares issued, respectively, and 323,483,178 and 449,782,424 shares outstanding, respectively | 5 | | | 5 | |
Treasury stock, at cost, 155,430,884 and 27,450,854 common shares, respectively | (3,136) | | | (708) | |
| Additional paid-in capital | 6,326 | | | 6,209 | |
| Retained earnings (Accumulated deficit) | (256) | | | (2,315) | |
| Accumulated other comprehensive income (loss) | (294) | | | (214) | |
| Total stockholders' equity | 2,645 | | | 2,977 | |
| Total liabilities and stockholders' equity | $ | 22,497 | | | $ | 19,783 | |
(1) Hertz Global Holdings, Inc.'s consolidated total assets as of December 31, 2022 and December 31, 2021 include total assets of variable interest entities ("VIEs") of $1.3 billion and $734 million, respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of December 31, 2022 and December 31, 2021 include total liabilities of VIEs of $1.3 billion and $733 million, respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc. See "Pledges Related to Vehicle Financing" in Note 6, "Debt," and "Termination of 767 Auto Leasing Agreement" in Note 3, "Divestitures," for further information.
The accompanying notes are an integral part of these financial statements.
83
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| | | | | |
| | | | | |
| | | | | |
| Revenues | $ | 8,685 | | | $ | 7,336 | | | $ | 5,258 | |
| Expenses: | | | | | |
| Direct vehicle and operating | 4,808 | | | 3,920 | | | 3,423 | |
| Depreciation of revenue earning vehicles and lease charges, net | 701 | | | 497 | | | 2,030 | |
| Non-vehicle depreciation and amortization | 142 | | | 196 | | | 225 | |
| Selling, general and administrative | 959 | | | 688 | | | 645 | |
| Interest expense, net: | | | | | |
| Vehicle | 159 | | | 284 | | | 455 | |
Non-vehicle (excludes contractual interest of $129 million for the year ended December 31, 2020) | 169 | | | 185 | | | 153 | |
| Interest expense, net | 328 | | | 469 | | | 608 | |
| Technology-related intangible and other asset impairments | — | | | — | | | 213 | |
| Other (income) expense, net | 2 | | | (21) | | | (9) | |
| Reorganization items, net | — | | | 677 | | | 175 | |
| (Gain) from the sale of a business | — | | | (400) | | | — | |
| Change in fair value of Public Warrants | (704) | | | 627 | | | — | |
| Total expenses | 6,236 | | | 6,653 | | | 7,310 | |
| Income (loss) before income taxes | 2,449 | | | 683 | | | (2,052) | |
Income tax (provision) benefit | (390) | | | (318) | | | 329 | |
| Net income (loss) | 2,059 | | | 365 | | | (1,723) | |
Net (income) loss attributable to noncontrolling interests | — | | | 1 | | | 9 | |
| Net income (loss) attributable to Hertz Global | 2,059 | | | 366 | | | (1,714) | |
| Series A Preferred Stock deemed dividends | — | | | (450) | | | — | |
| Net income (loss) available to Hertz Global common stockholders | $ | 2,059 | | | $ | (84) | | | $ | (1,714) | |
| | | | | |
| Weighted-average common shares outstanding: | | | | | |
| Basic | 379 | | | 315 | | | 150 | |
| Diluted | 403 | | | 315 | | | 150 | |
| Earnings (loss) per common share: | | | | | |
| Basic | $ | 5.43 | | | $ | (0.27) | | | $ | (11.44) | |
| Diluted | $ | 3.36 | | | $ | (0.27) | | | $ | (11.44) | |
The accompanying notes are an integral part of these financial statements.
84
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Net income (loss) | $ | 2,059 | | | $ | 365 | | | $ | (1,723) | |
Other comprehensive income (loss): | | | | | |
Foreign currency translation adjustments | (76) | | | (36) | | | (19) | |
| Net gain (loss) on pension and postretirement benefit plans | (17) | | | 25 | | | (11) | |
| Reclassification from other comprehensive income (loss) to other (income) expense for amortization of actuarial net losses | 7 | | | 15 | | | 13 | |
| Total other comprehensive income (loss) before income taxes | (86) | | | 4 | | | (17) | |
| Income tax (provision) benefit related to pension and postretirement benefit plans | 7 | | | (3) | | | (4) | |
| Income tax (provision) benefit related to reclassified amounts of net periodic costs on pension and postretirement benefit plans | (1) | | | (3) | | | (2) | |
Total other comprehensive income (loss) | (80) | | | (2) | | | (23) | |
| Total comprehensive income (loss) | 1,979 | | | 363 | | | (1,746) | |
| Comprehensive (income) loss attributable to noncontrolling interests | — | | | 1 | | | 9 | |
Comprehensive income (loss) attributable to Hertz Global | $ | 1,979 | | | $ | 364 | | | $ | (1,737) | |
The accompanying notes are an integral part of these financial statements.
85
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
(In millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mezzanine Equity | | | | | | | | Retained Earnings (Accumulated
Deficit) | | Accumulated
Other
Comprehensive
Income (Loss) | | | | | | Stockholders' Equity Attributable to Hertz Global | | | | |
| Preferred Stock Shares | | Preferred Stock Amount | | Common Stock Shares | | Common Stock Amount | | Additional
Paid-In Capital | | | | Treasury Stock Shares | | Treasury Stock Amount | | | Non-
controlling Interests | | Total Stockholders' Equity |
| Balance as of: |
| December 31, 2019 | — | | | $ | — | | | 142 | | | $ | 1 | | | $ | 3,024 | | | $ | (967) | | | $ | (189) | | | 2 | | | $ | (100) | | | $ | 1,769 | | | $ | 119 | | | $ | 1,888 | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | (1,714) | | | — | | | — | | | — | | | (1,714) | | | (9) | | | (1,723) | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (23) | | | — | | | — | | | (23) | | | — | | | (23) | |
| Net settlement on vesting of restricted stock | — | | | — | | | — | | | — | | | (3) | | | — | | | — | | | — | | | — | | | (3) | | | — | | | (3) | |
| Stock-based compensation charges | — | | | — | | | — | | | — | | | (2) | | | — | | | — | | | — | | | — | | | (2) | | | — | | | (2) | |
| ATM Program, net | — | | | — | | | 14 | | | 1 | | | 28 | | | — | | | — | | | — | | | — | | | 29 | | | — | | | 29 | |
| Distributions to noncontrolling interests, net | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (73) | | | (73) | |
| December 31, 2020 | — | | | — | | | 156 | | | 2 | | | 3,047 | | | (2,681) | | | (212) | | | 2 | | | (100) | | | 56 | | | 37 | | | 93 | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | 366 | | | — | | | — | | | — | | | 366 | | | (1) | | | 365 | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (2) | | | — | | | — | | | (2) | | | — | | | (2) | |
| Stock-based compensation charges | — | | | — | | | — | | | — | | | 10 | | | — | | | — | | | — | | | — | | | 10 | | | — | | | 10 | |
| Cancellation of stock-based awards | — | | | — | | | — | | | — | | | (10) | | | — | | | — | | | — | | | — | | | (10) | | | — | | | (10) | |
| Cancellation of common and treasury shares in exchange for new common shares | — | | | — | | | (142) | | | (2) | | | (98) | | | — | | | — | | | (2) | | | 100 | | | — | | | — | | | — | |
| Distributions to common stockholders | — | | | — | | | — | | | — | | | (239) | | | — | | | — | | | — | | | — | | | (239) | | | — | | | (239) | |
| Contributions from Plan Sponsors | — | | | — | | | 277 | | | 3 | | | 2,778 | | | — | | | — | | | — | | | — | | | 2,781 | | | — | | | 2,781 | |
| 2021 Rights Offering, net | — | | | — | | | 181 | | | 2 | | | 1,800 | | | — | | | — | | | — | | | — | | | 1,802 | | | — | | | 1,802 | |
| Public Warrant issuance | — | | | — | | | — | | | — | | | (800) | | | — | | | — | | | — | | | — | | | (800) | | | — | | | (800) | |
| Preferred stock issuance, net | 2 | | | 1,433 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,433 | | | — | | | 1,433 | |
| Repurchase of preferred stock, net | (2) | | | (1,433) | | | — | | | — | | | (450) | | | — | | | — | | | — | | | — | | | (1,883) | | | — | | | (1,883) | |
Public Warrant exercises(1) | — | | | — | | | 5 | | | — | | | 180 | | | — | | | — | | | — | | | — | | | 180 | | | — | | | 180 | |
Nasdaq listing and share repurchases(2) | — | | | — | | | (27) | | | — | | | (9) | | | — | | | — | | | 27 | | | (708) | | | (717) | | | — | | | (717) | |
| | | | | | | | | | | | | | | | | | | | | | | |
Distributions to noncontrolling interests(3) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (36) | | | (36) | |
| December 31, 2021 | — | | | — | | | 450 | | | 5 | | | 6,209 | | | (2,315) | | | (214) | | | 27 | | | (708) | | | 2,977 | | | — | | | 2,977 | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | 2,059 | | | — | | | — | | | — | | | 2,059 | | | — | | | 2,059 | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (80) | | | — | | | — | | | (80) | | | — | | | (80) | |
| Stock-based compensation charges, net of tax | — | | | — | | | — | | | — | | | 131 | | | — | | | — | | | — | | | — | | | 131 | | | — | | | 131 | |
| Net settlement on vesting of restricted stock | — | | | — | | | — | | | — | | | (20) | | | — | | | — | | | — | | | — | | | (20) | | | — | | | (20) | |
| Public Warrant exercises | — | | | — | | | — | | | — | | | 6 | | | — | | | — | | | — | | | — | | | 6 | | | — | | | 6 | |
| Shares repurchases | — | | | — | | | (127) | | | — | | | — | | | — | | | — | | | 128 | | | (2,428) | | | (2,428) | | | — | | | (2,428) | |
| December 31, 2022 | — | | | $ | — | | | 323 | | | $ | 5 | | | $ | 6,326 | | | $ | (256) | | | $ | (294) | | | 155 | | | $ | (3,136) | | | $ | 2,645 | | | $ | — | | | $ | 2,645 | |
The accompanying notes are an integral part of these financial statements.
86
(1) The amounts presented herein may be rounded to agree to amounts in the audited consolidated balance sheet. Also see Note 19, "Public Warrants - Hertz Global."
(2) See Nasdaq Listing and Share Repurchase Programs for Common Stock in Note 17, "Equity – Hertz Global."
(3) Effective October 31, 2021, the 767 lease agreement was terminated. See Note 3, "Divestitures."
The accompanying notes are an integral part of these financial statements.
87
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $ | 2,059 | | | $ | 365 | | | $ | (1,723) | |
| | | | | |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | |
| Depreciation and reserves for revenue earning vehicles, net | 809 | | | 600 | | | 2,259 | |
| Depreciation and amortization, non-vehicle | 142 | | | 196 | | | 225 | |
| Amortization of deferred financing costs and debt discount (premium) | 53 | | | 122 | | | 59 | |
| Loss on extinguishment of debt | — | | | 8 | | | 5 | |
| Stock-based compensation charges | 130 | | | 10 | | | (2) | |
| Provision for receivables allowance | 57 | | | 125 | | | 94 | |
| Deferred income taxes, net | 301 | | | 270 | | | (353) | |
| Technology-related intangible and other asset impairments | — | | | — | | | 213 | |
| Reorganization items, net | — | | | 314 | | | 8 | |
| (Gain) loss from the sale of a business | — | | | (400) | | | — | |
| (Gain) loss on sale of non-vehicle capital assets | (5) | | | (8) | | | (24) | |
| Change in fair value of Public Warrants | (704) | | | 627 | | | — | |
| (Gain) loss on financial instruments | (111) | | | (4) | | | (3) | |
| Other | 11 | | | (1) | | | 8 | |
| Changes in assets and liabilities: | | | | | |
| Non-vehicle receivables | (264) | | | (210) | | | 195 | |
| Prepaid expenses and other assets | (126) | | | (20) | | | 92 | |
| Operating lease right-of-use assets | 280 | | | 274 | | | 366 | |
| Non-vehicle accounts payable | 43 | | | (70) | | | 98 | |
| Accrued liabilities | 80 | | | (108) | | | (61) | |
| Accrued taxes, net | 73 | | | 24 | | | (52) | |
| Operating lease liabilities | (309) | | | (291) | | | (375) | |
| Self-insured liabilities | 19 | | | (17) | | | (76) | |
| Net cash provided by (used in) operating activities | 2,538 | | | 1,806 | | | 953 | |
| Cash flows from investing activities: | | | | | |
| Revenue earning vehicles expenditures | (10,596) | | | (7,154) | | | (5,542) | |
| Proceeds from disposal of revenue earning vehicles | 6,498 | | | 2,818 | | | 10,098 | |
| Non-vehicle capital asset expenditures | (150) | | | (71) | | | (98) | |
| Proceeds from disposal of non-vehicle capital assets | 12 | | | 16 | | | 60 | |
| Sales of marketable securities | — | | | — | | | 74 | |
| Collateral payments | — | | | (303) | | | — | |
| Collateral returned in exchange for letters of credit | 19 | | | 280 | | | — | |
| Return of (investment in) equity investments | (16) | | | — | | | — | |
| Proceeds from the sale of a business, net of cash sold | — | | | 871 | | | — | |
| Other | — | | | (1) | | | (1) | |
| Net cash provided by (used in) investing activities | (4,233) | | | (3,544) | | | 4,591 | |
| Cash flows from financing activities: | | | | | |
| Proceeds from issuance of vehicle debt | 9,672 | | | 14,323 | | | 4,546 | |
| Repayments of vehicle debt | (6,639) | | | (12,607) | | | (10,751) | |
| Proceeds from issuance of non-vehicle debt | — | | | 4,644 | | | 1,812 | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Repayments of non-vehicle debt | (20) | | | (6,352) | | | (855) | |
| Payment of financing costs | (48) | | | (185) | | | (75) | |
| Proceeds from Plan Sponsors | — | | | 2,781 | | | — | |
| Early redemption premium payment | — | | | (85) | | | — | |
| Proceeds from issuance of common stock, net | — | | | — | | | 28 | |
| Proceeds from exercises of Public Warrants | 3 | | | 77 | | | — | |
| Proceeds from the issuance of preferred stock, net | — | | | 1,433 | | | — | |
| Distributions to common stockholders | — | | | (239) | | | — | |
| Contributions from (distributions to) noncontrolling interests | — | | | (38) | | | (75) | |
| Proceeds from 2021 Rights Offering, net | — | | | 1,639 | | | — | |
| Share repurchases | (2,461) | | | (654) | | | — | |
| Repurchase of preferred stock | — | | | (1,883) | | | — | |
| Other | (20) | | | (9) | | | (2) | |
| Net cash provided by (used in) financing activities | 487 | | | 2,845 | | | (5,372) | |
| Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (25) | | | (34) | | | 46 | |
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period | (1,233) | | | 1,073 | | | 218 | |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(1) | 2,651 | | | 1,578 | | | 1,360 | |
Cash and cash equivalents and restricted cash and cash equivalents at end of period(1) | $ | 1,418 | | | $ | 2,651 | | | $ | 1,578 | |
| | | | | |
| Supplemental disclosures of cash flow information: | | | | | |
| Cash paid during the period for: | | | | | |
| Interest, net of amounts capitalized: | | | | | |
| Vehicle | $ | 204 | | | $ | 257 | | | $ | 335 | |
| Non-vehicle | 168 | | | 198 | | | 109 | |
| Income taxes, net of refunds | 78 | | | 40 | | | (11) | |
| Operating lease liabilities | 454 | | | 472 | | | 546 | |
| Supplemental disclosures of non-cash information: | | | | | |
| Purchases of revenue earning vehicles included in accounts payable, net of incentives | $ | 53 | | | $ | 27 | | | $ | 9 | |
| Sales of revenue earning vehicles included in vehicle receivables | 85 | | | 33 | | | 144 | |
| Purchases of non-vehicle capital assets included in accounts payable | 23 | | | 24 | | | 7 | |
| Revenue earning vehicles and non-vehicle capital assets acquired through finance leases | 15 | | | 79 | | | 32 | |
| Purchases of non-vehicle capital assets included in liabilities subject to compromise | — | | | — | | | 18 | |
| Operating lease right-of-use assets obtained in exchange for lease liabilities | 614 | | | 177 | | | 152 | |
| Public Warrants issuance | — | | | 800 | | | — | |
| Public Warrant exercises | 3 | | | 103 | | | — | |
| Backstop equity issuance | — | | | 164 | | | — | |
| Accrual for purchases of treasury shares | 21 | | | 54 | | | — | |
(1) Amounts include cash and cash equivalents and restricted cash and cash equivalents which were held for sale as of December 31, 2020, prior to the completion of the Donlen Sale in the first quarter of 2021, as disclosed in Note 3, "Divestitures."
The accompanying notes are an integral part of these financial statements.
89
THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| ASSETS | | | |
| Cash and cash equivalents | $ | 943 | | | $ | 2,257 | |
| Restricted cash and cash equivalents: | | | |
| Vehicle | 180 | | | 77 | |
| Non-vehicle | 295 | | | 316 | |
| Total restricted cash and cash equivalents | 475 | | | 393 | |
| Total cash and cash equivalents and restricted cash and cash equivalents | 1,418 | | | 2,650 | |
| Receivables: | | | |
| Vehicle | 111 | | | 62 | |
Non-vehicle, net of allowance of $45 and $48, respectively | 863 | | | 695 | |
| Total receivables, net | 974 | | | 757 | |
| Prepaid expenses and other assets | 1,154 | | | 1,016 | |
| Revenue earning vehicles: | | | |
| Vehicles | 14,281 | | | 10,836 | |
| Less: accumulated depreciation | (1,786) | | | (1,610) | |
| Total revenue earning vehicles, net | 12,495 | | | 9,226 | |
| Property and equipment, net | 637 | | | 608 | |
| Operating lease right-of-use assets | 1,887 | | | 1,566 | |
| Intangible assets, net | 2,887 | | | 2,912 | |
| Goodwill | 1,044 | | | 1,045 | |
Total assets(1) | $ | 22,496 | | | $ | 19,780 | |
| LIABILITIES AND STOCKHOLDER'S EQUITY | | | |
| Accounts payable: | | | |
| Vehicle | $ | 79 | | | $ | 56 | |
| Non-vehicle | 578 | | | 516 | |
| Total accounts payable | 657 | | | 572 | |
| Accrued liabilities | 890 | | | 809 | |
| Accrued taxes, net | 170 | | | 157 | |
| Debt: | | | |
| Vehicle | 10,886 | | | 7,921 | |
| Non-vehicle | 2,977 | | | 2,986 | |
| Total debt | 13,863 | | | 10,907 | |
| Operating lease liabilities | 1,802 | | | 1,510 | |
| Self-insured liabilities | 472 | | | 463 | |
| Deferred income taxes, net | 1,363 | | | 1,012 | |
Total liabilities(1) | 19,217 | | | 15,430 | |
| Commitments and contingencies | | | |
| Stockholder's equity: | | | |
Common stock, $0.01 par value, 3,000 shares authorized and 100 shares issued and outstanding | — | | | — | |
| Additional paid-in capital | 4,844 | | | 7,190 | |
| Retained earnings (Accumulated deficit) | (1,271) | | | (2,626) | |
| Accumulated other comprehensive income (loss) | (294) | | | (214) | |
| Total stockholder's equity | 3,279 | | | 4,350 | |
| Total liabilities and stockholder's equity | $ | 22,496 | | | $ | 19,780 | |
(1) The Hertz Corporation's consolidated total assets as of December 31, 2022 and December 31, 2021 include total assets of VIEs of $1.3 billion and $734 million, respectively, which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of December 31, 2022 and December 31, 2021 include total liabilities of VIEs of $1.3 billion and $733 million, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Pledges Related to Vehicle Financing" in Note 6, "Debt," and "Termination of 767 Auto Leasing Agreement" in Note 3, "Divestitures," for further information.
The accompanying notes are an integral part of these financial statements.
90
THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| | | | | |
| | | | | |
| | | | | |
| Revenues | $ | 8,685 | | | $ | 7,336 | | | $ | 5,258 | |
| Expenses: | | | | | |
| Direct vehicle and operating | 4,808 | | | 3,920 | | | 3,423 | |
| Depreciation of revenue earning vehicles and lease charges, net | 701 | | | 497 | | | 2,030 | |
| Non-vehicle depreciation and amortization | 142 | | | 196 | | | 225 | |
| Selling, general and administrative | 959 | | | 688 | | | 645 | |
| Interest expense, net: | | | | | |
| Vehicle | 159 | | | 284 | | | 455 | |
Non-vehicle (excludes contractual interest of $129 million for the year ended December 31, 2020) | 169 | | | 185 | | | 151 | |
| Interest expense, net | 328 | | | 469 | | | 606 | |
| Technology-related intangible and other asset impairments | — | | | — | | | 213 | |
| Write-off of intercompany loan | — | | | — | | | 133 | |
| Other (income) expense, net | 2 | | | (21) | | | (9) | |
| Reorganization items, net | — | | | 513 | | | 175 | |
| (Gain) from the sale of a business | — | | | (400) | | | — | |
| Total expenses | 6,940 | | | 5,862 | | | 7,441 | |
| Income (loss) before income taxes | 1,745 | | | 1,474 | | | (2,183) | |
Income tax (provision) benefit | (390) | | | (318) | | | 328 | |
| Net income (loss) | 1,355 | | | 1,156 | | | (1,855) | |
Net (income) loss attributable to noncontrolling interests | — | | | 1 | | | 9 | |
Net income (loss) attributable to Hertz | $ | 1,355 | | | $ | 1,157 | | | $ | (1,846) | |
The accompanying notes are an integral part of these financial statements.
91
THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Net income (loss) | $ | 1,355 | | | $ | 1,156 | | | $ | (1,855) | |
Other comprehensive income (loss): | | | | | |
Foreign currency translation adjustments | (76) | | | (36) | | | (19) | |
| Net gain (loss) on pension and postretirement benefit plans | (17) | | | 25 | | | (11) | |
| Reclassification from other comprehensive income (loss) to other (income) expense for amortization of actuarial net losses | 7 | | | 15 | | | 13 | |
| Total other comprehensive income (loss) before income taxes | (86) | | | 4 | | | (17) | |
| Income tax (provision) benefit related to pension and postretirement benefit plans | 7 | | | (3) | | | (4) | |
| Income tax (provision) benefit related to reclassified amounts of net periodic costs on pension and postretirement benefit plans | (1) | | | (3) | | | (2) | |
Total other comprehensive income (loss) | (80) | | | (2) | | | (23) | |
| Total comprehensive income (loss) | 1,275 | | | 1,154 | | | (1,878) | |
| Comprehensive (income) loss attributable to noncontrolling interests | — | | | 1 | | | 9 | |
| Comprehensive income (loss) attributable to Hertz | $ | 1,275 | | | $ | 1,155 | | | $ | (1,869) | |
The accompanying notes are an integral part of these financial statements.
92
THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
(In millions, except for share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Shares | | Common Stock Amount | | Additional
Paid-In Capital | | Due From Affiliate | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Income (Loss) | | Stockholder's Equity (Deficit) Attributable to Hertz | | Noncontrolling Interests | | Total Stockholder's Equity (Deficit) |
| Balance as of: |
| December 31, 2019 | 100 | | | — | | | 3,955 | | | (64) | | | (1,937) | | | (189) | | | 1,765 | | | 119 | | | 1,884 | |
| Net income (loss) | — | | | — | | | — | | | — | | | (1,846) | | | — | | | (1,846) | | | (9) | | | (1,855) | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | (23) | | | (23) | | | — | | | (23) | |
| Due from Hertz Holdings | — | | | — | | | — | | | (4) | | | — | | | — | | | (4) | | | — | | | (4) | |
Liabilities subject to compromise(1) | — | | | — | | | — | | | (65) | | | — | | | — | | | (65) | | | — | | | (65) | |
Write-off of intercompany loan(1) | — | | | — | | | — | | | 133 | | | — | | | — | | | 133 | | | — | | | 133 | |
| Stock-based compensation charges | — | | | — | | | (2) | | | — | | | — | | | — | | | (2) | | | — | | | (2) | |
| Distributions to noncontrolling interests, net | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (73) | | | (73) | |
| December 31, 2020 | 100 | | | — | | | 3,953 | | | — | | | (3,783) | | | (212) | | | (42) | | | 37 | | | (5) | |
| Net income (loss) | — | | | — | | | — | | | — | | | 1,157 | | | — | | | 1,157 | | | (1) | | | 1,156 | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | (2) | | | (2) | | | — | | | (2) | |
Non-cash distribution(1) | — | | | — | | | 65 | | | — | | | — | | | — | | | 65 | | | — | | | 65 | |
| Stock-based compensation charges | — | | | — | | | 10 | | | — | | | — | | | — | | | 10 | | | — | | | 10 | |
| Cancellation of stock-based awards | — | | | — | | | (10) | | | — | | | — | | | — | | | (10) | | | — | | | (10) | |
| Contributions from Hertz Holdings | — | | | — | | | 5,642 | | | — | | | — | | | — | | | 5,642 | | | — | | | 5,642 | |
| Dividends to Hertz Holdings | — | | | — | | | (2,470) | | | — | | | — | | | — | | | (2,470) | | | — | | | (2,470) | |
Distributions to noncontrolling interests(2) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (36) | | | (36) | |
| December 31, 2021 | 100 | | | — | | | 7,190 | | | — | | | (2,626) | | | (214) | | | 4,350 | | | — | | | 4,350 | |
| Net income (loss) | — | | | — | | | — | | | — | | | 1,355 | | | — | | | 1,355 | | | — | | | 1,355 | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | (80) | | | (80) | | | — | | | (80) | |
| Stock-based compensation charges, net of tax | — | | | — | | | 131 | | | — | | | — | | | — | | | 131 | | | — | | | 131 | |
Dividends to Hertz Holdings(3) | — | | | — | | | (2,477) | | | — | | | — | | | — | | | (2,477) | | | — | | | (2,477) | |
| December 31, 2022 | 100 | | | $ | — | | | $ | 4,844 | | | $ | — | | | $ | (1,271) | | | $ | (294) | | | $ | 3,279 | | | $ | — | | | $ | 3,279 | |
(1) See Note 16, "Related Party Transactions."
(2) Effective October 31, 2021, the 767 lease agreement was terminated. See Note 3, "Divestitures."
(3) See "Share Repurchase Programs for Common Stock" in Note 17, "Equity – Hertz Global," for additional information.
The accompanying notes are an integral part of these financial statements.
93
THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $ | 1,355 | | | $ | 1,156 | | | $ | (1,855) | |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | |
| Depreciation and reserves for revenue earning vehicles, net | 809 | | | 600 | | | 2,259 | |
| Depreciation and amortization, non-vehicle | 142 | | | 196 | | | 225 | |
| Amortization of deferred financing costs and debt discount (premium) | 53 | | | 122 | | | 59 | |
| Loss on extinguishment of debt | — | | | 8 | | | 5 | |
| Stock-based compensation charges | 130 | | | 10 | | | (2) | |
| Provision for receivables allowance | 57 | | | 125 | | | 94 | |
| Deferred income taxes, net | 301 | | | 270 | | | (353) | |
| Technology-related intangible and other asset impairments | — | | | — | | | 213 | |
| Write-off of intercompany loan | — | | | — | | | 133 | |
| Reorganization items, net | — | | | 150 | | | 8 | |
| (Gain) loss from the sale of a business | — | | | (400) | | | — | |
| (Gain) loss on sale of non-vehicle capital assets | (5) | | | (8) | | | (24) | |
| (Gain) loss on financial instruments | (111) | | | (4) | | | (3) | |
| Other | 11 | | | (1) | | | 8 | |
| Changes in assets and liabilities: | | | | | |
| Non-vehicle receivables | (264) | | | (210) | | | 195 | |
| Prepaid expenses and other assets | (126) | | | (20) | | | 94 | |
| Operating lease right-of-use assets | 280 | | | 274 | | | 366 | |
| Non-vehicle accounts payable | 43 | | | (70) | | | 98 | |
| Accrued liabilities | 80 | | | (108) | | | (61) | |
| Accrued taxes, net | 73 | | | 24 | | | (52) | |
| Operating lease liabilities | (309) | | | (291) | | | (375) | |
| Self-insured liabilities | 19 | | | (17) | | | (76) | |
| Net cash provided by (used in) operating activities | 2,538 | | | 1,806 | | | 956 | |
| Cash flows from investing activities: | | | | | |
| Revenue earning vehicles expenditures | (10,596) | | | (7,154) | | | (5,542) | |
| Proceeds from disposal of revenue earning vehicles | 6,498 | | | 2,818 | | | 10,098 | |
| Non-vehicle capital asset expenditures | (150) | | | (71) | | | (98) | |
| Proceeds from disposal of non-vehicle capital assets | 12 | | | 16 | | | 60 | |
| Sales of marketable securities | — | | | — | | | 74 | |
| Collateral payments | — | | | (303) | | | — | |
| Collateral returned in exchange for letters of credit | 19 | | | 280 | | | — | |
| Proceeds from the sale of a business, net of cash sold | — | | | 871 | | | — | |
| Return of (investment in) equity investments | (16) | | | — | | | — | |
| Other | — | | | (1) | | | (1) | |
| Net cash provided by (used in) investing activities | (4,233) | | | (3,544) | | | 4,591 | |
| Cash flows from financing activities: | | | | | |
| Proceeds from issuance of vehicle debt | 9,672 | | | 14,323 | | | 4,546 | |
| Repayments of vehicle debt | (6,639) | | | (12,607) | | | (10,751) | |
| Proceeds from issuance of non-vehicle debt | — | | | 4,644 | | | 1,812 | |
THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Repayments of non-vehicle debt | (20) | | | (6,352) | | | (855) | |
| Payment of financing costs | (48) | | | (185) | | | (75) | |
| Early redemption premium payment | — | | | (85) | | | — | |
| Advances to Hertz Holdings | — | | | — | | | (5) | |
| Contributions from (distributions to) noncontrolling interests | — | | | (38) | | | (75) | |
| Dividends paid to Hertz Holdings | (2,477) | | | (2,470) | | | — | |
| Contributions from Hertz Holdings | — | | | 5,642 | | | — | |
| Net cash provided by (used in) financing activities | 488 | | | 2,872 | | | (5,403) | |
| Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (25) | | | (34) | | | 46 | |
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period | (1,232) | | | 1,100 | | | 190 | |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(1) | 2,650 | | | 1,550 | | | 1,360 | |
Cash and cash equivalents and restricted cash and cash equivalents at end of period(1) | $ | 1,418 | | | $ | 2,650 | | | $ | 1,550 | |
| | | | | |
| Supplemental disclosures of cash flow information: | | | | | |
| Cash paid during the period for: | | | | | |
| Interest, net of amounts capitalized: | | | | | |
| Vehicle | $ | 204 | | | $ | 257 | | | $ | 335 | |
| Non-vehicle | 168 | | | 198 | | | 109 | |
| Income taxes, net of refunds | 78 | | | 40 | | | (11) | |
| Operating lease liabilities | 454 | | | 472 | | | 546 | |
| Supplemental disclosures of non-cash information: | | | | | |
| Purchases of revenue earning vehicles included in accounts payable, net of incentives | $ | 53 | | | $ | 27 | | | $ | 9 | |
| Sales of revenue earning vehicles included in vehicle receivables | 85 | | | 33 | | | 144 | |
| Purchases of non-vehicle capital assets included in accounts payable | 23 | | | 24 | | | 7 | |
| Revenue earning vehicles and non-vehicle capital assets acquired through finance leases | 15 | | | 79 | | | 32 | |
| Purchases of non-vehicle capital assets included in liabilities subject to compromise | — | | | — | | | 18 | |
| Operating lease right-of-use assets obtained in exchange for lease liabilities | 614 | | | 177 | | | 152 | |
| Non-cash capital contribution from Hertz Holdings | — | | | 65 | | | — | |
(1) Amounts include cash and cash equivalents and restricted cash and cash equivalents which were held for sale as of December 31, 2020, prior to the completion of the Donlen Sale in the first quarter of 2021, as disclosed in Note 3, "Divestitures."
The accompanying notes are an integral part of these financial statements.
95
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Background
Hertz Global Holdings, Inc. was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns The Hertz Corporation, Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918. Hertz operates its vehicle rental business globally primarily through the Hertz, Dollar and Thrifty brands from company-operated, licensee and franchisee locations in the U.S., Africa, Asia, Australia, Canada, the Caribbean, Europe, Latin America, the Middle East and New Zealand. The Company also sells vehicles through Hertz Car Sales and operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets. As disclosed in Note 3, "Divestitures," on March 30, 2021 the Company completed the Donlen Sale, a business which provided vehicle leasing and fleet management services.
On May 22, 2020, as a result of the impact from the COVID-19 global pandemic, the Debtors filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court. On June 10, 2021, the Plan of Reorganization was confirmed by the Bankruptcy Court and on June 30, 2021, the Plan of Reorganization became effective and the Debtors emerged from Chapter 11.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business.
Note 2—Significant Accounting Policies
Accounting Principles
The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP.
Reclassifications
Certain prior period amounts have been reclassified to conform with current period presentation.
Principles of Consolidation
The consolidated financial statements of Hertz Global include the accounts of Hertz Global, its wholly-owned and majority owned U.S. and international subsidiaries, and its VIEs, as applicable. The consolidated financial statements of Hertz include the accounts of Hertz, its wholly-owned and majority-owned U.S. and international subsidiaries, and its VIEs, as applicable. The Company consolidates a VIE when it is deemed the primary beneficiary. The Company accounts for its investment 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 are eliminated in consolidation.
Use of Estimates and Assumptions
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 consolidated financial statements and footnotes. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the consolidated financial statements include depreciation of revenue earning vehicles, reserves for litigation and other contingencies, accounting for income taxes and related uncertain tax positions, pension and postretirement benefit costs, the recoverability of long-lived assets, useful lives and impairment of long-lived tangible and indefinite-lived intangible assets including goodwill, valuation of stock-
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
based compensation, self-insured liabilities, allowance for doubtful accounts, the retail value of loyalty points, and fair value of financial instruments, among others.
Revenue Earning Vehicles
Revenue earning vehicles are stated at cost, net of related discounts and incentives from manufacturers. Holding periods typically range from six to thirty-six months. Generally, when revenue earning vehicles are acquired outside of a vehicle repurchase program, the Company estimates the period that the Company will hold the asset, primarily based on historical measures of the amount of rental activity (e.g., automobile mileage). The Company also estimates the residual value of the applicable revenue earning vehicles at the expected time of disposal, taking into consideration factors such as make, model and options, age, physical condition, mileage, sale location, time of the year and market conditions. Depreciation is recorded over the estimated holding period. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the expected time of disposal and the estimated holding periods. Gains and losses on the sale of vehicles, including the costs associated with disposals, are included in depreciation of revenue earning vehicles and lease charges in the accompanying consolidated statements of operations.
For program vehicles, the manufacturers agree to repurchase the vehicles at a specified price or guarantee the depreciation rate on the vehicles during established repurchase or auction periods, subject to, among other things, certain vehicle condition, mileage and holding period requirements. Vehicle repurchase programs guarantee on an aggregate basis the residual value of the program vehicle upon sale according to certain parameters which include the holding period, mileage and condition of the vehicles.
Self-insured Liabilities
Self-insured liabilities in the accompanying consolidated balance sheets include public liability, property damage, general liability, liability insurance supplement, personal accident insurance, and workers' compensation. These represent an estimate for both reported accident claims not yet paid, and claims incurred but not yet reported and are recorded on an undiscounted basis. Reserve requirements are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses and administrative costs. The adequacy of the liability is monitored quarterly based on evolving accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.
Recoverability of Goodwill and Indefinite-lived Intangible Assets
The Company tests the recoverability of its goodwill and indefinite-lived intangible assets by performing an impairment analysis on an annual basis, as of October 1, and at interim periods when circumstances require as a result of a triggering event.
A goodwill impairment charge is calculated as the amount by which a reporting unit's carrying amount exceeds its fair value. For goodwill, fair value is determined using an income approach based on the discounted cash flows of each reporting unit. A reporting unit is an operating segment or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. Components are aggregated into a single reporting unit when they have similar economic characteristics. The Company has identified two reporting units (operating segments): Americas RAC and International RAC. The fair values of the reporting units are estimated using the net present value of discounted cash flows generated by each reporting unit and incorporate various assumptions related to discount rates, growth rates, cash flow projections, tax rates and terminal value rates specific to the reporting unit to which they are applied. Discount rates are determined based on the reporting unit's WACC. The Company’s discounted cash flow projections are based upon reasonable and appropriate assumptions about the underlying business activities of the Company’s reporting units.
In the impairment analysis for an indefinite-lived intangible asset, the Company compares the carrying value of the asset to its estimated fair value and recognizes an impairment charge whenever the carrying amount of the asset
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
exceeds its estimated fair value. The estimated fair value for a tradename utilizes a relief-from-royalty income approach, which includes the Company’s revenue projections for each asset, along with assumptions for royalty rates, tax rates and WACC.
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations.
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in the related tax liability line in the accompany consolidated balance sheets.
The Company has elected to record tax on global intangible low-tax income (“GILTI”) on a current basis. "GILTI" is a U.S. tax on certain earnings of foreign subsidiaries that are subject to foreign tax below a certain threshold.
Revenue Recognition
The Company recognizes two types of revenue: (i) lease revenue; and (ii) revenue from contracts with customers.
The Company reports revenues for taxes or non-concession fees collected from customers on behalf of governmental authorities on a net basis.
Vehicle Rental and Rental Related Revenues
The Company recognizes revenue from its vehicle rental operations when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction price is fixed or determinable and collection is reasonably assured. Performance obligations associated with vehicle rental transactions are satisfied over the rental period, except for the portion associated with loyalty points, as further described below. Rental periods are short term in nature. Performance obligations associated with rental related activities, such as charges to the customer for the fueling of vehicles and value-added services such as loss damage waivers, insurance products, navigation units, supplemental equipment and other consumables, are also satisfied over the rental period. Revenue from charges that are charged to the customer, such as gasoline, vehicle licensing and airport concession fees, is recorded on a gross basis with a corresponding charge to direct vehicle and operating expense. Sales commissions paid to third parties are generally expensed when incurred due to the short-term nature of the related transaction on which the commission was earned and are recorded within selling, general and administrative expense. Payments are due from customers at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts receivable until collected.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Loyalty Programs - The Company offers loyalty programs, primarily Hertz Gold Plus Rewards, wherein customers are eligible to earn loyalty points that are redeemable for free rental days or can be converted to loyalty points for redemption of products and services under loyalty programs of other companies. Each transaction that generates loyalty points results in the deferral of revenue equivalent to the retail value at the date the points are earned. The associated revenue is recognized when the customer redeems the loyalty points at some point in the future. The retail value of loyalty points is estimated based on the current retail value measured as of the date the loyalty points are earned, less an estimated amount representing loyalty points that are not expected to be redeemed (“breakage”). Breakage is reviewed on a quarterly basis and includes significant assumptions such as historical breakage trends and internal Company forecasts.
Customer Rebates - The Company has business customers that rent vehicles based on terms that have been negotiated through contracts with their employers, or other entities with which they are associated (“commercial contracts”), which can differ substantially from the terms on which the Company rents vehicles to the general public. Some of the commercial contracts contain provisions which allow for rebates to the entity based on achieving a specific rental volume threshold. Rebates are treated as lease incentives and are recognized as a reduction of revenue at the time of the rental based on the rebate expected to be earned by the entity.
Licensee Revenue
The Company has franchise agreements which allow an independent entity to rent their vehicles under the Company’s brands, primarily Hertz, Dollar or Thrifty, for a franchise fee. Franchise fees are earned over time for the duration of the franchise agreement and are typically based on the larger of a minimum payment or an amount representing a percentage of net sales of the franchised business. Franchise fees that relate to a future contract term, such as initial fees or renewal fees, are deferred and recognized over the term of the franchise agreement.
Ancillary Retail Vehicle Sales Revenue
Ancillary retail vehicle sales represent revenues generated from the sale of warranty contracts, financing and title fees, and other ancillary services associated with vehicles disposed of at the Company’s retail outlets. These revenues are recorded at the point in time when the Company sells the product or provides the service to the customer. These revenues exclude the sale price of the vehicle which is a component of the gain or loss on the disposition and is included in depreciation of revenue earning vehicles and lease charges in the accompanying consolidated statements of operations.
Contract Balances
The Company recognizes receivables and liabilities resulting from its contracts with customers. Contract receivables primarily consist of receivables from customers for vehicle rentals. Contract liabilities primarily consist of obligations to customers for prepaid vehicle rentals and related to the Company’s points-based loyalty programs.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three months or less. The Company's cash and cash equivalents are invested in various investment grade institutional money market funds, and bank money market and interest-bearing accounts.
Restricted cash and cash equivalents include cash and cash equivalents that are not readily available for use in the Company's operating activities. Restricted cash and cash equivalents are primarily comprised of proceeds from the disposition of vehicles pledged under the terms of vehicle debt financing arrangements and are restricted for the purchase of revenue earning vehicles and other specified uses under the vehicle debt facilities, cash utilized as credit enhancement under those arrangements, proceeds from the Term Loan C which are utilized to collateralize letters of credit, and certain cash accounts supporting regulatory reserve requirements related to the Company's
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
self-insurance. These funds are primarily held in demand deposit and money market accounts or in highly rated money market funds with investments primarily in government and corporate obligations.
Deposits held at financial institutions may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company limits exposure relating to financial instruments by diversifying the financial instruments among various counterparties, which consist of major financial institutions.
Receivables, Net of Allowance
Receivables are stated net of allowances and primarily represent credit extended to vehicle manufacturers, customers that satisfy defined credit criteria, and amounts due from customers resulting from damage to rental vehicles. The estimate of the allowance for doubtful accounts is based on the Company's future expected losses and its judgement as to the likelihood of ultimate payment. Actual receivables are written-off against the allowance for doubtful accounts when the Company determines the balance will not be collected. Estimates for future credit memos are based on historical experience and are reflected as reductions to revenue, while bad debt expense is reflected as a component of direct vehicle and operating expense in the accompanying consolidated statements of operations.
Property and Equipment, Net
The Company's property and equipment, net consisted of the following:
| | | | | | | | | | | |
| (In millions) | December 31, 2022 | | December 31, 2021 |
| Land, buildings and leasehold improvements | $ | 990 | | | $ | 971 | |
| Service vehicles, equipment and furniture and fixtures | 392 | | | 339 | |
| Less: accumulated depreciation | (745) | | | (702) | |
| Total property and equipment, net | $ | 637 | | | $ | 608 | |
Land is stated at cost and reviewed annually for impairment as further disclosed above in "Long-lived Assets, Including Finite-lived Intangible Assets."
Property and equipment are stated at cost and are depreciated utilizing the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows:
| | | | | |
| Buildings | 1 to 50 years |
| Furniture and fixtures | 1 to 5 years |
| Service vehicles and equipment | 1 to 25 years |
| Leasehold improvements | The lesser of the economic life or the lease term |
Depreciation expense for property and equipment, net for the years ended December 31, 2022, 2021 and 2020 was $97 million, $108 million and $129 million, respectively.
The Company follows the practice of expensing maintenance and repair costs for service vehicles, furniture and fixtures, and equipment, including the cost of minor replacements.
Long-lived Assets, Including Finite-lived Intangible Assets
Finite-lived intangible assets include concession agreements, technology, customer relationships and other intangibles. Long-lived assets and intangible assets with finite lives, including technology-related intangibles, are amortized using the straight-line method over the estimated economic lives of the assets, which range from one to forty years and two to fifteen years, respectively. Long-lived assets and intangible assets with finite lives are
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying value or estimated fair value less costs to sell.
Stock-Based Compensation
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is to be recognized over the period during which the employee is required to provide service in exchange for the award. Forfeitures are accounted for when they occur. The Company has estimated the fair value of options issued at the date of grant using a Black-Scholes option-pricing model, which includes assumptions related to volatility, expected term, dividend yield and risk-free interest rate.
The Company accounts for restricted stock unit ("RSU") and performance stock unit ("PSU") awards when granted as equity classified awards. For RSUs the expense is based on the grant-date fair value of the stock and the number of shares that vest, recognized over the service period. For any PSUs and performance share awards ("PSAs") granted, the expense is based on the grant-date fair value of the stock, recognized over a service period depending upon the applicable performance condition. For any PSUs and PSAs, the Company re-assesses the probability of achieving the applicable performance condition quarterly and adjusts the recognition of expense accordingly. The Company includes the excess tax benefit within income tax expense in the accompanying consolidated statements of operations when realized.
Fair Value Measurements
U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the "exit price"). Fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability, including consideration of nonperformance risk.
The Company assesses the inputs used to measure fair value using the three-tier hierarchy promulgated under U.S. GAAP. This hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market.
Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable.
Level 2: Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date and include management's judgment about assumptions market participants would use in pricing the asset or liability.
Financial Instruments
The Company is exposed to a variety of market risks, including the effects of changes in interest rates, gasoline and diesel fuel prices and foreign currency exchange rates. The Company manages exposure to these market risks through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, financial instruments are entered into with a diversified group of major
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
financial institutions in order to manage the Company's exposure to counterparty nonperformance on such instruments. The Company measures all financial instruments at their fair value and does not offset the derivative assets and liabilities in its accompanying consolidated balance sheets. As the Company does not have financial instruments that are designated and qualify as hedging instruments, the changes in their fair value are recognized currently in the Company's operating results.
Foreign Currency Translation and Transactions
Assets and liabilities of international subsidiaries whose functional currency is the local currency are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average exchange rates throughout the year. The related translation adjustments are reflected in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Foreign currency exchange rate gains and losses resulting from transactions are included in selling, general and administrative expense in the accompanying consolidated statements of operations.
Advertising
Advertising production costs are deferred and expensed when the advertising first takes place. Advertising communication costs are expensed as incurred. Advertising costs are reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations and for the years ended December 31, 2022, 2021 and 2020 were $262 million, $195 million and $129 million, respectively.
Divestitures
The Company classifies long-lived assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and the sale is probable and expected to be completed within one year. The Company initially measures assets and liabilities held for sale at the lower of their carrying value or fair value less costs to sell and assesses their fair value quarterly until disposed. When the divestiture represents a strategic shift that has (or will have) a major effect on the Company's operations and financial results, the disposal is presented as a discontinued operation.
Recently Issued Accounting Pronouncements
Adopted
Government Assistance
In November 2021, the FASB issued guidance that increases the transparency of government assistance transactions. The guidance requires disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. The guidance was effective for annual periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 on a prospective basis. As government assistance transactions were not material, the adoption of this guidance had no impact on the Company's financial position, results of operations or cash flows, and resulted in no associated disclosures.
Note 3—Divestitures
Donlen Sale
On March 30, 2021, the Company completed the sale of substantially all of the assets and certain liabilities of its Donlen subsidiary. For the year ended December 31, 2021, the Company recognized a pre-tax gain in its corporate operations of $400 million, net of the impact of foreign currency adjustments, based on the difference in cash proceeds received of $891 million less $543 million net book value of assets sold plus a $53 million receivable in connection with the sale where cash proceeds were received in September 2021.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Termination of 767 Auto Leasing Agreement
In January 2018, Hertz entered into a Master Motor Vehicle Lease and Management Agreement (the “767 Lease Agreement”) pursuant to which Hertz granted 767 Auto Leasing LLC (“767”) the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sold vehicles to third parties where 767’s payment obligations were guaranteed by American Entertainment Properties Corp. ("AEPC"). The 767 Lease Agreement was terminated effective October 31, 2021.
Prior to the termination of the 767 Lease Agreement, the Company determined that it was the primary beneficiary of 767 due to its power to direct the activities of 767 that most significantly impacted 767's economic performance and the Company's obligation to absorb 25% of 767's gains/losses and, accordingly, 767 was consolidated by the Company as a VIE.
During the year ended December 31, 2021, 767 distributed $38 million to AEPC along with the return of certain vehicles, and there were no cash contributions from AEPC to 767. During the year ended December 31, 2020, 767 distributed $75 million to AEPC and there were no cash contributions from AEPC to 767, except for certain services.
Sale of Marketable Securities
In 2020, the Company sold marketable securities for $74 million and recognized an immaterial gain on the sale in its corporate operations, which was included in other (income) expense, net in the accompanying consolidated statement of operations for the year ended December 31, 2020.
Sale of Non-vehicle Capital Assets
In 2019, the Company completed the sale of certain non-vehicle capital assets in its Americas RAC segment. In 2020, the Company received additional cash from the sale and recognized an additional $20 million pre-tax gain on the sale, which was included in other (income) expense, net in the accompanying consolidated statement of operations for the year ended December 31, 2020.
Note 4—Revenue Earning Vehicles
The components of revenue earning vehicles, net are as follows:
| | | | | | | | | | | |
| December 31, |
| (In millions) | 2022 | | 2021 |
| Revenue earning vehicles | $ | 13,654 | | | $ | 10,506 | |
| Less accumulated depreciation | (1,649) | | | (1,518) | |
| 12,005 | | | 8,988 | |
Revenue earning vehicles held for sale, net(1) | 490 | | | 238 | |
| Revenue earning vehicles, net | $ | 12,495 | | | $ | 9,226 | |
(1) Represents the carrying amount of vehicles for sale on the Company's retail lots or actively in the process of being sold through other disposition channels.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Depreciation of revenue earning vehicles and lease charges, net includes the following:
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Depreciation of revenue earning vehicles | $ | 1,806 | | | $ | 963 | | | $ | 2,204 | |
| (Gain) loss on disposal of revenue earning vehicles | (1,125) | | | (502) | | | (213) | |
| Rents paid for vehicles leased | 20 | | | 36 | | | $ | 39 | |
| Depreciation of revenue earning vehicles and lease charges, net | $ | 701 | | | $ | 497 | | | $ | 2,030 | |
Note 5—Goodwill and Intangible Assets, Net
Recoverability of Goodwill and Indefinite-lived Intangible Assets
On an annual basis as of October 1, and at interim periods when circumstances require as a result of a triggering event as defined by ASC 350 - Intangibles, Goodwill and Other ("Topic 350"), the Company tests the recoverability of its goodwill and indefinite-lived intangible assets by performing an impairment analysis. An impairment is deemed to exist if the carrying value of goodwill or indefinite-lived intangible assets exceed their fair value as determined using level 3 inputs under the GAAP fair value hierarchy. The reviews of fair value involve judgment and estimates, including projected revenues, long-term growth rates, royalty rates and discount rates. The Company believes that its valuation techniques and assumptions are reasonable for this purpose.
The Company performed the goodwill impairment analyses using the income approach, a measurement using level 3 inputs under the U.S. GAAP fair value hierarchy. In performing the impairment analyses, the weighted-average cost of capital used in the discounted cash flow model was calculated based upon the fair value of the Company's debt and stock price with a debt-to-equity ratio comparable to the vehicle rental car industry. This present value model requires management to estimate future cash flows and forecasted EBITDA margins and capital investments of each reporting unit. The assumptions the Company used to estimate future cash flows and EBITDA margins are consistent with the assumptions that the reporting units use for internal planning purposes, which the Company believes would be generally consistent with that of a market participant. The discount rate used for each reporting unit ranged from 14.0% to 15.0%. Each of the Company's reporting units had a fair value that exceeded its respective carrying value, the lowest of which was greater than 25%.
The Company performed the intangible impairment analyses for indefinite-lived intangible assets using the relief-from-royalty income approach, a measurement using level 3 inputs under the U.S. GAAP fair value hierarchy. The Company considered consistent factors as described above related to goodwill in addition to royalty rates. The assumptions the Company uses to estimate royalty rates are consistent with the assumptions that the reporting units use for internal planning purposes, which the Company believes would be generally consistent with that of a market participant. The discount rate used for each indefinite-lived intangible ranged from 14.0% to 15.5%. All indefinite-lived intangibles were noted to have fair values that exceeded their carrying values, the lowest of which was greater than 25%.
Technology-related Intangible and Other Assets
Due to uncertainty surrounding the Company's financial ability to complete certain information technology projects as a result of COVID-19 and the filing of the Chapter 11 Cases, the Company concluded in the second quarter of 2020 that there was an impairment of such technology-related intangible assets and capitalized cloud computing implementation costs and recorded an impairment charge of $193 million in its corporate operations representing an impairment of the carrying value of the abandoned portion of such assets as of June 30, 2020.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill
The following summarizes the changes in the Company's goodwill by segment:
| | | | | | | | | | | | | | | | | | | |
| (In millions) | Americas RAC segment | | International RAC segment | | | | Total |
| Balance as of January 1, 2022 | | | | | | | |
| Goodwill | $ | 1,029 | | | $ | 236 | | | | | $ | 1,265 | |
Accumulated impairment losses | — | | | (220) | | | | | (220) | |
| 1,029 | | | 16 | | | | | 1,045 | |
| Goodwill disposal and other changes during the period | (1) | | | — | | | | | (1) | |
| (1) | | | — | | | | | (1) | |
| Balance as of December 31, 2022 | | | | | | | |
| Goodwill | 1,028 | | | 236 | | | | | 1,264 | |
| Accumulated impairment losses | — | | | (220) | | | | | (220) | |
| $ | 1,028 | | | $ | 16 | | | | | $ | 1,044 | |
| | | | | | | | | | | | | | | | | | | |
| (In millions) | Americas RAC segment | | International RAC segment | | | | Total(1) |
| Balance as of January 1, 2021 | | | | | | | |
Goodwill(1) | $ | 1,029 | | | $ | 236 | | | | | $ | 1,265 | |
Accumulated impairment losses | — | | | (220) | | | | | (220) | |
| 1,029 | | | 16 | | | | | 1,045 | |
| Goodwill disposal and other changes during the period | — | | | — | | | | | — | |
| — | | | — | | | | | — | |
| Balance as of December 31, 2021 | | | | | | | |
| Goodwill | 1,029 | | | 236 | | | | | 1,265 | |
| Accumulated impairment losses | — | | | (220) | | | | | (220) | |
| $ | 1,029 | | | $ | 16 | | | | | $ | 1,045 | |
(1)Excludes goodwill of $36 million associated with Donlen that was classified as held for sale as of December 31, 2020. See Note 3, "Divestitures," for additional information.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Intangible Assets, Net
Intangible assets, net, consists of the following major classes:
| | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| (In millions) | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Value |
| Amortizable intangible assets: | | | | | |
| Customer-related | $ | 269 | | | $ | (269) | | | $ | — | |
| Concession rights | 407 | | | (405) | | | 2 | |
| Technology-related intangibles | 378 | | | (312) | | | 66 | |
Other(1) | 43 | | | (42) | | | 1 | |
| Total | 1,097 | | | (1,028) | | | 69 | |
| Indefinite-lived intangible assets: | | | | | |
Tradenames(2) | 2,794 | | | — | | | 2,794 | |
Other(3) | 24 | | | — | | | 24 | |
| Total | 2,818 | | | — | | | 2,818 | |
| Total intangible assets, net | $ | 3,915 | | | $ | (1,028) | | | $ | 2,887 | |
| | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| (In millions) | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Value |
| Amortizable intangible assets: | | | | | |
| Customer-related | $ | 269 | | | $ | (269) | | | $ | — | |
| Concession rights | 408 | | | (405) | | | 3 | |
| Technology-related intangibles | 359 | | | (271) | | | 88 | |
Other(1) | 48 | | | (45) | | | 3 | |
| Total | 1,084 | | | (990) | | | 94 | |
| Indefinite-lived intangible assets: | | | | | |
Tradenames(2) | 2,794 | | | — | | | 2,794 | |
Other(3) | 24 | | | — | | | 24 | |
| Total | 2,818 | | | — | | | 2,818 | |
| Total intangible assets, net | $ | 3,902 | | | $ | (990) | | | $ | 2,912 | |
(1) Other amortizable intangible assets primarily include reacquired franchise rights.
(2) As of December 31, 2022 and 2021, $2.2 billion was recorded in the Company's Americas RAC segment and $600 million in the Company's International RAC segment.
(3) Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Amortization of intangible assets | $ | 45 | | | $ | 88 | | | $ | 96 | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the Company's expected amortization expense based on its amortizable intangible assets as of December 31, 2022:
| | | | | | | | |
| (In millions) | | |
| 2023 | | $ | 29 | |
| 2024 | | 23 | |
| 2025 | | 12 | |
| 2026 | | 2 | |
| 2027 | | 1 | |
| After 2027 | | 2 | |
| Total expected amortization expense | | $ | 69 | |
Note 6—Debt
The Company's debt, including its available credit facilities, consists of the following ($ in millions) as of December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Facility | | Weighted-Average Interest Rate as of December 31, 2022 | | Fixed or
Floating
Interest
Rate | | Maturity | | December 31,
2022 | | December 31,
2021 |
| Non-Vehicle Debt | | | | | | | | | | |
| Term B Loan | | 7.34% | | Floating | | 6/2028 | | $ | 1,281 | | | $ | 1,294 | |
| Term C Loan | | 7.34% | | Floating | | 6/2028 | | 245 | | | 245 | |
| Senior Notes Due 2026 | | 4.63% | | Fixed | | 12/2026 | | 500 | | | 500 | |
| Senior Notes Due 2029 | | 5.00% | | Fixed | | 12/2029 | | 1,000 | | | 1,000 | |
| First Lien RCF | | N/A | | Floating | | 6/2026 | | — | | | — | |
Other Non-Vehicle Debt(1) | | 7.81% | | Fixed | | Various | | 9 | | | 16 | |
Unamortized Debt Issuance Costs and Net (Discount) Premium | | | | | | | | (58) | | | (69) | |
| Total Non-Vehicle Debt | | | | | | 2,977 | | | 2,986 | |
| Vehicle Debt | | | | | | | | | | |
| HVF III U.S. ABS Program | | | | | | | | | | |
| HVF III U.S. Vehicle Variable Funding Notes | | | | | | |
HVF III Series 2021-A Class A(2) | | 5.79% | | Floating | | 6/2024 | | 2,363 | | | 2,813 | |
HVF III Series 2021-A Class B(2) | | 3.65% | | Fixed | | 6/2023 | | 188 | | | 188 | |
| | | | | | | | 2,551 | | | 3,001 | |
| HVF III U.S. Vehicle Medium Term Notes | | | | | | |
HVF III Series 2021-1(2) | | 1.66% | | Fixed | | 12/2024 | | 2,000 | | | 2,000 | |
HVF III Series 2021-2(2) | | 2.12% | | Fixed | | 12/2026 | | 2,000 | | | 2,000 | |
HVF III Series 2022-1(2) | | 2.44% | | Fixed | | 6/2025 | | 750 | | | — | |
HVF III Series 2022-2(2) | | 2.42% | | Fixed | | 6/2027 | | 652 | | | — | |
HVF III Series 2022-3(2) | | 3.89% | | Fixed | | 3/2024 | | 383 | | | — | |
HVF III Series 2022-4(2) | | 4.22% | | Fixed | | 9/2025 | | 667 | | | — | |
HVF III Series 2022-5(2) | | 4.03% | | Fixed | | 9/2027 | | 317 | | | — | |
| | | | | | | | 6,769 | | | 4,000 | |
| Vehicle Debt - Other | | | | | | | | | | |
| Repurchase Facility | | 6.17% | | Fixed | | 1/2023 | | 86 | | | — | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Facility | | Weighted-Average Interest Rate as of December 31, 2022 | | Fixed or
Floating
Interest
Rate | | Maturity | | December 31,
2022 | | December 31,
2021 |
European ABS(2) | | 3.21% | | Floating | | 11/2024 | | 811 | | | 395 | |
Hertz Canadian Securitization(2) | | 6.24% | | Floating | | 6/2024 | | 283 | | | 191 | |
Australian Securitization(2) | | 4.67% | | Floating | | 4/2024 | | 168 | | | 128 | |
| New Zealand RCF | | 7.12% | | Floating | | 6/2024 | | 54 | | | 39 | |
| U.K. Financing Facility | | 7.00% | | Floating | | 1/2023-12/2026 | | 101 | | | 98 | |
| U.K. Toyota Financing Facility | | 2.20% | | Floating | | 1/2023-8/2023 | | 49 | | | 9 | |
| Other Vehicle Debt | | 2.94% | | Floating | | 1/2023-4/2025 | | 76 | | | 93 | |
| | | | | | | | 1,628 | | | 953 | |
| Unamortized Debt Issuance Costs and Net (Discount) Premium | | | | | | | | (62) | | | (33) | |
| Total Vehicle Debt | | | | | | | | 10,886 | | | 7,921 | |
| Total Debt | | | | | | $ | 13,863 | | | $ | 10,907 | |
N/A - Not applicable
(1)Other non-vehicle debt is primarily comprised of $6 million and $12 million in finance lease obligations as of December 31, 2022 and 2021, respectively.
(2) Maturity reference is to the earlier "expected final maturity date" as opposed to the subsequent "legal final maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness originally expect the outstanding principal of the relevant indebtedness to be repaid in full. The legal final maturity date is the date on which the outstanding principal of the relevant indebtedness is legally due and payable in full.
Non-Vehicle Debt
First Lien Credit Agreement
Pursuant to the Plan of Reorganization, on the Effective Date, Hertz entered into the First Lien Credit Agreement that provided for the following:
•Term B Loan for term loans in an aggregate principal amount of $1.3 billion;
•Term C Loan for term loans that are available to cash collateralize letters of credit in an aggregate principal amount of $245 million; and
•the First Lien RCF for revolving loans and letters of credit up to an aggregate principal amount of $1.3 billion.
Term B Loan and Term C Loan: The Term Loans bear interest based on an alternate base rate as per the First Lien Credit Agreement or adjusted LIBOR, in each case plus an applicable margin of (i) 2.25% in the case of the alternate base rate, or (ii) 3.25% in the case of the adjusted LIBOR. In each case, the margin may change depending on Hertz's consolidated total corporate leverage ratio, as defined in the First Lien Credit Agreement (the "Total Corporate Leverage Ratio"). The Term Loans include provisions for a transition to an alternative benchmark index other than LIBOR. The First Lien Credit Agreement requires the Term B Loan to be repaid in quarterly installments of $3.3 million per quarter beginning on September 30, 2021 until maturity. The Term Loans mature on June 30, 2028.
First Lien RCF: The First Lien RCF bears interest, at a benchmark rate plus spread. Loans under the facility are available in various currencies including USD, Eurodollar, Australian dollar, Canadian dollar and Sterling. Benchmark rates for the relevant currencies include, the relevant LIBOR rate, the Prime rate, the Bank Bill Swap Reference Bid Rate for Australian dollars, Canadian prime rate, an adjusted Canadian Dollar Offered Rate ("CDOR") or the Daily Simple Sterling Overnight Index Average ("SONIA"). ABR Loans and Canadian Prime Rate Loans, as defined under the First Lien Credit Agreement, bear interest at the relevant benchmark rate plus an initial applicable margin of 2.50%. The First Lien RCF includes provisions for a transition to an alternative benchmark
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
index other than LIBOR and in March 2022, the First Lien RCF was amended to change the benchmark from USD LIBOR to the Secured Overnight Financing Rate ("SOFR") based rate. The margin for Euro currency Loans (including USD loans), SONIA loans and Canadian dollar BA Equivalent Loans, as defined in the First Lien Credit Agreement, is dependent upon the Company's Consolidated Total Corporate Leverage Ratio, as defined under the First Lien Credit Agreement. As of December 31, 2022, that margin was 3.00%. In each case, the margin may change depending on Hertz’s Total Corporate Leverage Ratio. The First Lien RCF matures on June 30, 2026.
In March 2022, Hertz increased the aggregate committed amount of the First Lien RCF from $1.3 billion to $1.5 billion and the sublimit for letters of credit from $1.1 billion to $1.4 billion and amended the First Lien RCF to change the benchmark from USD LIBOR to the SOFR based rate.
In May 2022, Hertz increased the aggregate committed amount of the First Lien RCF from $1.5 billion to $1.7 billion and the sublimit for letters of credit from $1.4 billion to $1.6 billion.
In June 2022, Hertz increased the aggregate committed amount of the First Lien RCF from $1.7 billion to $1.9 billion and the sublimit for letters of credit from $1.6 billion to $1.8 billion.
In July 2022, Hertz increased the aggregate committed amount of the First Lien RCF by $55 million where the aggregate committed amount remains at $1.9 billion and the sublimit for letters of credit by $55 million where the aggregate sublimit remains at $1.8 billion.
2021 Senior Notes
In November 2021, Hertz issued $1.5 billion of unsecured senior notes consisting of $500 million Senior Notes Due 2026 and $1.0 billion Senior Notes Due 2029. The Senior Notes Due 2026 and the Senior Notes Due 2029 are Hertz's senior unsecured obligations and are guaranteed by each of Hertz’s direct and indirect U.S. subsidiaries that are guarantors under the First Lien Credit Agreement. Proceeds from the issuance of the Senior Notes Due 2026 and the Senior Notes Due 2029 were contributed to Hertz Global through a dividend distribution from Hertz to repurchase all outstanding shares of Hertz Global's Series A Preferred Stock. See Note 17, "Equity – Hertz Global."
Vehicle Debt
HVF III U.S. ABS Program
In June 2021, Hertz established a securitization platform, the HVF III U.S. ABS Program, to facilitate its financing activities relating to vehicles used by Hertz in the U.S. daily vehicle rental operations. HVF III, a wholly-owned, special-purpose and bankruptcy remote subsidiary of Hertz, is the issuer of variable funding notes and medium term notes under the HVF III U.S. ABS Program. HVF III entered into a base indenture that permits it to issue term and variable funding rental car asset-backed securities, secured by a collateral pool consisting primarily of the rental vehicles used in the Company's U.S. vehicle rental operations and the related incentive and repurchase program vehicle receivables. Within each series of HVF III U.S. Vehicle Medium Term Notes, the issued notes are subordinated based on class.
Pursuant to the Plan of Reorganization, in June 2021, HVF III issued Series 2021-A Variable Funding Rental Car Asset Backed Notes (the "Series 2021-A Notes"), the Series 2021-1 Fixed Rate Rental Car Asset Backed Notes (the "Series 2021-1 Notes") and the Series 2021-2 Fixed Rate Rental Car Asset Backed Notes (the "Series 2021-2 Notes" and, together with the Series 2021-A Notes and the Series 2021-1 Notes, the “HVF III Series 2021 Notes”).
In June 2021, in connection with the issuance of the HVF III Series 2021 Notes, Hertz entered into a new Master Motor Vehicle Operating Lease and Servicing Agreement (the “Operating Lease”) among HVF III, as lessor, Hertz, as a lessee, servicer and guarantor, DTG Operations, Inc., a wholly-owned subsidiary of the Company, as a lessee and other permitted lessees (together with Hertz and DTG Operations, Inc., the "Lessees"), pursuant to which HVF III will lease vehicles to the Lessees.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
References to the "HVF III U.S. ABS Program" include HVF III's U.S. Vehicle Variable Funding Notes and HVF III's U.S. Vehicle Medium Term Notes.
HVF III U.S. Vehicle Variable Funding Notes
HVF III Series 2021-A Notes: In June 2021, Hertz issued the Series 2021-A Class A Notes with an initial maximum principal amount of up to $2.8 billion. In December 2021, Hertz issued the Series 2021-A Class B Notes with a maximum principal amount of up to $188 million. The HVF III Series 2021- A Notes had an original maturity date of June 2023.
In March 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.0 billion to $3.2 billion.
In May 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.2 billion to $3.6 billion.
In June 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.6 billion to $3.8 billion. Additionally, the maturity date of the Series 2021-A Notes Class A Notes was extended to June 2024.
In July 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.8 billion to $3.9 billion.
HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2021-1 Notes: On the Effective Date, Hertz issued the Series 2021-1 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $2.0 billion.
HVF III Series 2021-2 Notes: On the Effective Date, Hertz issued the Series 2021-2 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $2.0 billion.
HVF III Series 2022-1 Notes: In January 2022, Hertz issued the Series 2022-1 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $750 million. At the time of issuance, Hertz, an affiliate of HVF III, purchased the Class D Notes in an aggregate principal amount of $98 million which were subsequently sold to third parties in July and August 2022.
HVF III Series 2022-2 Notes: In January 2022, Hertz issued the Series 2022-2 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $750 million. At the time of issuance, Hertz purchased the Class D Notes in an aggregate principal amount of $98 million.
HVF III Series 2022-3 Notes: In March 2022, Hertz issued the Series 2022-3 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $383 million. At the time of issuance, Hertz purchased the Class D Notes in an aggregate principal amount of $50 million which were subsequently sold to third parties in July 2022.
HVF III Series 2022-4 Notes: In March 2022, Hertz issued the Series 2022-4 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $667 million. At the time of issuance, Hertz purchased the Class D Notes in an aggregate principal amount of $87 million which were subsequently sold to third parties in August 2022.
HVF III Series 2022-5 Notes: In March 2022, Hertz issued the Series 2022-5 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $364 million. At the time of issuance, Hertz purchased the Class D Notes in an aggregate principal amount of $47 million.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
There is subordination within each of the preceding series based on class.
HVF III Various Series 2022 Class D Notes: At the time of the respective HVF III initial offerings disclosed above, Hertz purchased the Class D Notes. Accordingly, the related principal amounts below are eliminated in consolidation as of December 31, 2022.
| | | | | | | | | |
| (In millions) | Aggregate Principal Amount | | | | |
| HVF III Series 2022-2 Class D Notes | 98 | | | | | |
| HVF III Series 2022-5 Class D Notes | 47 | | | | | |
| Total | $ | 145 | | | | | |
Vehicle Debt-Other
Repurchase Facility
In June 2022, Hertz entered the Repurchase Facility, whereby Hertz may sell the HVF III Series 2022 Class D Notes to the Repurchase Facility counterparty and repurchase such notes from time to time. Transactions occurring under the Repurchase Facility are based on mutually agreeable terms and prevailing rates. As of December 31, 2022, transactions totaling $86 million were outstanding under the Repurchase Facility and such transactions bear interest at a rate of SOFR plus 185 basis points and have a 30-day tenor.
European ABS
The European ABS is the primary vehicle financing facility for the Company's vehicle rental operations in France, the Netherlands, Germany and Spain. The lenders under the European ABS have been granted a security interest in the owned rental vehicles used in the Company's vehicle rental operations in these countries and certain contractual rights related to such vehicles.
In April 2021, International Fleet Financing No. 2 BV ("IFF No. 2") entered into a comprehensive restructuring of the European ABS. The terms of the restructured European ABS provide for aggregate maximum borrowings of €450 million and extend the maturity to April 2022.
In December 2021, the European ABS was amended to increase the aggregate maximum borrowings to €750 million and to extend the maturity to October 2023. In connection with the amendment, Hertz entered into a performance guarantee with respect to certain obligations of certain of its subsidiaries in their capacities as lessees, servicers and administrators under the European ABS.
In December 2022, the European ABS was amended to (i) increase the aggregate maximum borrowings to €1.1 billion, (ii) extend the maturity to November 2024, and (iii) incorporate the Italian fleet within the European ABS financing structure. In connection with the amendment, the Hertz performance guarantee was amended to accommodate certain obligations of its Italian subsidiaries in their capacities as lessees, servicers and administrators under the amended European ABS.
Hertz Canadian Securitization
In January 2021, TCL Funding Limited Partnership, a bankruptcy remote, indirect, wholly-owned, special purpose subsidiary of Hertz, entered into the Funding LP Series 2021-A Notes which provide for aggregate maximum borrowings of CAD$350 million on a revolving basis, subject to availability under the borrowing base limitation.
In June 2022, the Hertz Canadian Securitization was amended to provide for aggregate maximum borrowings of CAD$450 million, for a seasonal commitment period through November 2022. Following the expiration of the seasonal commitment period, aggregate maximum borrowings reverted to CAD$350 million. Additionally, the Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Canadian Securitization was amended to extend the maturity of the aggregate maximum borrowings of CAD$350 million to June 2024.
In December 2022, Hertz Canadian Securitization was amended to provide for aggregate maximum borrowings of CAD$390 million, for a temporary commitment period through April 2023. Following the expiration of the temporary commitment period, aggregate maximum borrowings will revert to CAD$350 million.
Australian Securitization
HA Fleet Pty Limited, an indirect wholly-owned subsidiary of Hertz, is the issuer under the Australian Securitization. The Australian Securitization is the primary fleet financing facility for Hertz's vehicle rental operations in Australia. The lender under the Australian Securitization has been granted a security interest primarily in the owned rental vehicles used in its vehicle rental operations in Australia and certain contractual rights related to such vehicles.
In June 2021, the Australian Securitization was amended to provide for aggregate maximum borrowings of AUD$210 million and extended the maturity to April 2022.
In January 2022, the Australian Securitization was amended to increase the aggregate maximum borrowings to AUD$250 million and to extend the maturity to April 2024.
New Zealand RCF
Hertz New Zealand Holdings Limited, an indirect wholly-owned subsidiary of Hertz, is the borrower under a credit agreement that provides for aggregate maximum borrowings on a revolving basis under an asset-based revolving credit facility (the “New Zealand RCF”). The New Zealand RCF is the primary vehicle financing facility for its vehicle rental operations in New Zealand.
In May 2021, Hertz New Zealand Holdings Limited, an indirect, wholly-owned subsidiary of Hertz, amended its credit agreement to provide for aggregate maximum borrowings of NZD$60 million and to extend the maturity to June 2022.
In April 2022, Hertz New Zealand Holdings Limited, an indirect, wholly-owned subsidiary of Hertz, amended its credit agreement to extend the maturity to June 2024.
In October 2022, Hertz New Zealand Holdings Limited amended its credit agreement to provide for aggregate maximum borrowings up to NZD$85 million, for a seasonal commitment period through March 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to NZD$60 million.
U.K. Financing Facility
In April 2021, a comprehensive restructuring of the U.K. Financing Facility was executed to provide for aggregate maximum borrowings of £100 million and to extend the maturity to April 2022.
In April 2022, Hertz U.K. Limited amended the U.K. Financing Facility to provide for aggregate maximum borrowings of up to £120 million, for a seasonal commitment period through October 2022. Following the expiration of the seasonal commitment period, aggregate maximum borrowings reverted to £100 million. Additionally, the U.K. Financing Facility was amended to extend the maturity of the aggregate maximum borrowings of £100 million to October 2023.
U.K. Toyota Financing Facility
In May 2021, Hertz U.K. Limited entered into the U.K. Toyota Financing Facility to finance the acquisition of certain motor vehicles which provides for aggregate maximum borrowings of £10 million maturing, upon extension, in June 2022.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In March 2022, Hertz U.K. Limited amended the U.K. Toyota Financing Facility to increase aggregate maximum borrowings to £25 million and extended the maturity to October 2022.
In July 2022, Hertz U.K. Limited amended the U.K. Toyota Financing Facility to increase aggregate maximum borrowings from £25 million to £42 million and extended the maturity to June 2023.
Loss on Extinguishment of Debt
The Company incurred losses in the form of early redemption premiums and/or the write-off of deferred financing costs associated with certain redemptions, terminations and waiver agreements. Loss on extinguishment of debt is presented in interest expense, net in the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2020. For the year ended December 31, 2021, loss on extinguishment of debt is presented in reorganization items, net, unless otherwise noted in the table below, in the accompanying consolidated statements of operations. There were no losses on extinguishment of debt recognized for the year ended December 31, 2022.
The following table reflects the amount of loss for each respective redemption/termination:
| | | | | | | | | | | | | | |
| | | | Years Ended December 31, |
| Redemption/Termination (in millions) | | | | 2021(1) | | 2020 |
| Non-Vehicle Debt | | | | | | |
HIL Credit Agreement(2) | | | | $ | 8 | | | $ | — | |
| Second HIL Credit Agreement | | | | 5 | | | — | |
| Total Non-Vehicle Debt | | | | 13 | | | — | |
| Non-Vehicle Debt (subject to compromise) | | | | | | |
| Senior Term Loan | | | | 16 | | | — | |
| Senior RCF | | | | 22 | | | — | |
| Senior Notes | | | | 29 | | | — | |
| Senior Second Priority Secured Notes | | | | 4 | | | — | |
| Promissory Notes | | | | 2 | | | — | |
| Alternative Letter of Credit Facility | | | | 7 | | | — | |
| Letter of Credit Facility | | | | 8 | | | — | |
| Total Non-Vehicle Debt (subject to compromise) | | | | 88 | | | — | |
| Vehicle Debt | | | | | | |
| HVF II U.S. Vehicle Variable Funding Notes | | | | 9 | | | — | |
| HVF II U.S. Vehicle Medium Term Notes | | | | 39 | | | — | |
| HVIF II Series 2020-1 | | | | 21 | | | — | |
| European Vehicle Notes | | | | 29 | | | — | |
| European ABS | | | | — | | | 5 | |
| Total Vehicle Debt | | | | 98 | | | 5 | |
| Total Loss on Extinguishment of Debt | | | | $ | 199 | | | $ | 5 | |
(1) On June 10, 2021, the Plan of Reorganization was confirmed by the Bankruptcy Court and the Company emerged from Chapter 11. In accordance with the Plan of Reorganization, substantially all existing non-vehicle debt and all existing ABS facilities under the HVF II U.S. ABS Program and the HVIF U.S. ABS Program were repaid in full and cancelled.
(2) The loss on extinguishment is recorded in non-vehicle interest expense, net in the accompanying consolidated income statement for the year ended December 31, 2021.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maturities
As of December 31, 2022, the nominal amounts of maturities of debt for each of the years ending December 31 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | After 2027 |
| Non-Vehicle Debt | $ | 20 | | | $ | 15 | | | $ | 13 | | | $ | 513 | | | $ | 13 | | | $ | 2,461 | |
| Vehicle Debt | 657 | | | 5,875 | | | 1,430 | | | 2,016 | | | 970 | | | — | |
| Total | $ | 677 | | | $ | 5,890 | | | $ | 1,443 | | | $ | 2,529 | | | $ | 983 | | | $ | 2,461 | |
The Company has reviewed its debt facilities and determined that it is probable that the Company will be able, and has the intent, to refinance these facilities at such times as the Company determines appropriate prior to their respective maturities.
Borrowing Capacity and Availability
Borrowing capacity and availability comes from the Company's revolving credit facilities, which are a combination of variable funding asset-backed securitization facilities, cash-flow based revolving credit facilities, asset-based revolving credit facilities and the First Lien RCF. Creditors under each such asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. With respect to each such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain pool of assets as the borrowing base.
The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt the Company could borrow assuming it possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility and, in the case of the First Lien RCF, less any issued standby letters of credit. With respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time).
The following facilities were available to the Company as of December 31, 2022 and are presented net of any outstanding letters of credit:
| | | | | | | | | | | |
| (In millions) | Remaining
Capacity | | Availability Under
Borrowing Base
Limitation |
| Non-Vehicle Debt | | | |
| First Lien RCF | $ | 1,514 | | | $ | 1,514 | |
| Total Non-Vehicle Debt | 1,514 | | | 1,514 | |
| Vehicle Debt | | | |
| HVF III Series 2021-A | 1,357 | | | — | |
| European ABS | 357 | | | — | |
| Hertz Canadian Securitization | 4 | | | — | |
| | | |
| U.K. Financing Facility | 19 | | | — | |
| U.K. Toyota Financing Facility | 2 | | | — | |
| | | |
| Total Vehicle Debt | 1,739 | | | — | |
| Total | $ | 3,253 | | | $ | 1,514 | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Letters of Credit
As of December 31, 2022, there were outstanding standby letters of credit totaling $691 million comprised primarily of $431 million issued under the First Lien RCF and $245 million issued under the Term C Loan. As of December 31, 2022, no capacity remains to issue additional letters of credit under the Term C Loan. Such letters of credit have been issued primarily to support the Company's insurance programs and to provide credit enhancement for the Company's asset-backed securitization facilities, as well as to support the Company's vehicle rental concessions and leaseholds. As of December 31, 2022, none of the issued letters of credit have been drawn upon.
Pledges Related to Vehicle Financing
Substantially all of the Company's revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor of the lenders under the various credit facilities, other secured financings or asset-backed securities programs. None of the value of such assets (including the assets owned by Hertz Vehicle Financing III LLC and various other domestic and international subsidiaries that facilitate the Company's international securitizations) will be available to satisfy the claims of unsecured creditors unless the secured creditors are paid in full.
The Company has a 25% ownership interest in IFF No. 2, whose sole purpose is to provide commitments to lend under the European ABS in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF No. 2 is a VIE and the Company is the primary beneficiary, therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the accompanying consolidated financial statements. As of December 31, 2022 and 2021, IFF No. 2 had total assets of $1.3 billion and $734 million, respectively, comprised primarily of intercompany receivables, and total liabilities of $1.3 billion and $733 million, respectively, comprised primarily of debt.
Covenant Compliance
The First Lien Credit Agreement requires Hertz to comply with the following financial covenant: a First Lien Ratio of less than or equal to 3.00 to 1.00 in the first and last quarters of the calendar year and 3.50 to 1.00 in the second and third quarters of the calendar year. This financial covenant was effective beginning in the third quarter of 2021. As of December 31, 2022, Hertz was in compliance with the First Lien Ratio.
In addition to the financial covenant, the First Lien Credit Agreement contains customary affirmative covenants including, among other things, the delivery of quarterly and annual financial statements and compliance certificates, and covenants related to conduct of business, maintenance of property and insurance, compliance with environmental laws and the granting of security interest for the benefit of the secured parties under that agreement on after-acquired real property, fixtures and future subsidiaries. The First Lien Credit Agreement also contains customary negative covenants, including, among other things, restrictions on the incurrence of liens, indebtedness, asset dispositions and restricted payments. As of December 31, 2022, the Company was in compliance with all covenants in the First Lien Credit Agreement.
Accrued Interest
As of December 31, 2022 and 2021, accrued interest was $19 million and $12 million, respectively, which is included in accrued liabilities in the accompanying consolidated balance sheets.
Restricted Net Assets
As a result of the contractual restrictions on Hertz and certain of its subsidiaries' ability to pay dividends (directly or indirectly) under various terms of its debt, as of December 31, 2022, the restricted net assets of the subsidiaries of Hertz and Hertz Global exceed 25% of their total consolidated net assets, respectively.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7—Employee Retirement Benefits
The Company sponsors multiple domestic and international employee retirement benefit plans where benefits are based upon years of service and compensation. The Hertz Corporation Account Balance Defined Benefit Pension Plan (the “Hertz Retirement Plan”) is a U.S. cash balance plan, which was amended in 2014 to permanently discontinue future benefit accruals and participation under the plan for non-union employees. The majority of union employees have since discontinued participation in the Hertz Retirement Plan as the result of collective bargaining. Some of the Company’s international subsidiaries have defined benefit retirement plans or participate in various insured or multiemployer plans. In certain countries, when the subsidiaries make the required funding payments, they have no further obligations under such plans. The Company's benefit plans are generally funded, except for certain non-qualified U.S. defined benefit plans and in Germany, France and Italy, where unfunded liabilities are recorded. The Company also sponsors defined contribution plans for certain eligible U.S. and non-U.S. employees, where contributions are matched based on specific guidelines in the plans. Additionally, the Company sponsors postretirement health care and life insurance benefits for a limited number of employees with hire dates prior to January 1, 1990.
Management makes certain assumptions relating to discount rates, salary growth, long-term return on plan assets, retirement rates, mortality rates and other factors when determining amounts to be recognized. These assumptions are reviewed annually by management, assisted by the enrolled actuary, and updated as warranted. The Company uses a December 31 measurement date for all of the plans and utilizes fair value to calculate the market-related value of pension assets for purposes of determining the expected return on plan assets and accounting for asset gains and losses.
Actual results that differ from the Company's assumptions are accumulated and amortized over future periods and, therefore, significant differences in actual experience or significant changes in assumptions would affect the Company's pension costs and obligations. The Company recognizes an asset for each over-funded plan and a liability for each underfunded plan in the consolidated balance sheets. Pension plan liabilities are revalued annually based on updated assumptions and information about the individuals covered by the plan. For pension plans, if accumulated actuarial gains and losses are in excess of a 10 percent corridor, the excess is amortized on a straight-line basis over the average remaining service period of active participants. Prior service cost is amortized on a straight-line basis from the date recognized over the average remaining service period of active participants, when applicable.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables set forth the funded status and the net periodic pension cost of the Hertz Retirement Plan and other U.S. based retirement plans, other postretirement benefit plans including health care and life insurance plans covering domestic (i.e., U.S.) employees and the retirement plans for international operations (“Non-U.S.”), together with amounts included in the accompanying consolidated balance sheets and statements of operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension Benefits | Postretirement |
| U.S. | | Non-U.S. | | Benefits (U.S.) |
| (In millions) | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Change in Benefit Obligation | | | | | | | | | | | |
| Benefit obligation as of January 1 | $ | 465 | | | $ | 522 | | | $ | 307 | | | $ | 340 | | | $ | 12 | | | $ | 12 | |
| Service cost | — | | | — | | | 1 | | | 1 | | | — | | | — | |
| Interest cost | 16 | | | 12 | | | 5 | | | 4 | | | — | | | 1 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Plan settlements | (24) | | | (26) | | | (5) | | | (6) | | | (1) | | | — | |
| Benefits paid | (3) | | | (27) | | | (5) | | | (5) | | | (1) | | | (1) | |
| Foreign currency exchange rate translation | — | | | — | | | (27) | | | (7) | | | — | | | — | |
| Actuarial (gain) loss | (83) | | | (16) | | | (104) | | | (20) | | | (2) | | | — | |
| Benefit obligation as of December 31 | $ | 371 | | | $ | 465 | | | $ | 172 | | | $ | 307 | | | $ | 8 | | | $ | 12 | |
| Change in Plan Assets | | | | | | | | | | | |
| Fair value of plan assets as of January 1 | $ | 468 | | | $ | 488 | | | $ | 255 | | | $ | 258 | | | $ | — | | | $ | — | |
| Actual return gain on plan assets | (103) | | | 9 | | | (91) | | | 4 | | | — | | | — | |
| Company contributions | — | | | 24 | | | 2 | | | 5 | | | 1 | | | 1 | |
| Plan settlements | (24) | | | (26) | | | (5) | | | (6) | | | — | | | — | |
| Benefits paid | (3) | | | (27) | | | (5) | | | (5) | | | (1) | | | (1) | |
| Foreign currency exchange rate translation | — | | | — | | | (25) | | | (1) | | | — | | | — | |
Fair value of plan assets as of December 31 | $ | 338 | | | $ | 468 | | | $ | 131 | | | $ | 255 | | | $ | — | | | $ | — | |
| Funded Status of the Plan | | | | | | | | | | | |
| Plan assets (less than) in excess of the benefit obligation | $ | (33) | | | $ | 3 | | | $ | (41) | | | $ | (52) | | | $ | (8) | | | $ | (12) | |
In 2022, discount rates increased, resulting in actuarial gains for the U.S. and Non-U.S. pension and postretirement plans, partially offset by census data updates and experience.
In 2021, discount rates increased, resulting in actuarial gains for the U.S. and Non-U.S. pension and postretirement plans. In addition, the Non-U.S. pension plans were revalued on new census data in 2021 resulting in an additional gain, which was mostly offset by a loss from an increase in the inflation assumption.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension Benefits | | Postretirement |
| U.S. | | Non-U.S. | | Benefits (U.S.) |
| ($ in millions) | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Amounts recognized in balance sheets: | | | | | | | | | | | |
| Prepaid expenses and other assets | $ | — | | | $ | 3 | | | $ | 12 | | | $ | 30 | | | $ | — | | | $ | — | |
| Accrued liabilities | (33) | | | — | | | (53) | | | (82) | | | (8) | | | (12) | |
| Net asset (obligation) recognized in the balance sheets | $ | (33) | | | $ | 3 | | | $ | (41) | | | $ | (52) | | | $ | (8) | | | $ | (12) | |
| | | | | | | | | | | |
Prior service credit | $ | — | | | $ | — | | | $ | (1) | | | $ | (2) | | | $ | — | | | $ | — | |
| Net gain (loss) | (58) | | | (28) | | | (56) | | | (72) | | | 2 | | | — | |
Accumulated other comprehensive income (loss) | (58) | | | (28) | | | (57) | | | (74) | | | 2 | | | — | |
Funded/(Unfunded) accrued pension or postretirement benefit | 25 | | | 31 | | | 16 | | | 22 | | | (10) | | | (12) | |
Net obligation recognized in the balance sheets | $ | (33) | | | $ | 3 | | | $ | (41) | | | $ | (52) | | | $ | (8) | | | $ | (12) | |
| | | | | | | | | | | |
Total recognized in other comprehensive (income) loss | $ | 29 | | | $ | (20) | | | $ | (17) | | | $ | (21) | | | $ | (2) | | | $ | (1) | |
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $ | 35 | | | $ | (14) | | | $ | (15) | | | $ | (20) | | | $ | (2) | | | $ | (1) | |
| Accumulated Benefit Obligation as of December 31 | $ | 371 | | | $ | 465 | | | $ | 171 | | | $ | 306 | | | N/A | | N/A |
| | | | | | | | | | | |
Weighted-average assumptions as of December 31 | | | | | | | | | | | |
| Discount rate | 5.4 | % | | 2.7 | % | | 4.7 | % | | 1.7 | % | | 4.6 | % | | 2.2 | % |
| Expected return on assets | 6.0 | % | | 4.5 | % | | 5.2 | % | | 3.0 | % | | N/A | | N/A |
| Average rate of increase in compensation | — | % | | 4.3 | % | | 2.1 | % | | 2.1 | % | | N/A | | N/A |
| Interest crediting rate | 3.8 | % | | 3.8 | % | | N/A | | N/A | | N/A | | N/A |
| Initial health care cost trend rate | N/A | | N/A | | N/A | | N/A | | 6.1 | % | | 5.6 | % |
| Ultimate health care cost trend rate | N/A | | N/A | | N/A | | N/A | | 4.0 | % | | 4.0 | % |
| Number of years to ultimate trend rate | N/A | | N/A | | N/A | | N/A | | 24 | | 25 |
N/A - Not applicable
The discount rate used to determine the December 31, 2022 and 2021 benefit obligations for U.S. pension plans was based on the rate from the Mercer Pension Discount Curve-Above Mean Yield that is appropriate for the duration of the Company's plan liabilities. For its plans outside the U.S., the discount rate reflected the market rates for an optimized subset of high-quality corporate bonds currently available with the discount rate in a country determined based on a yield curve constructed from high quality corporate bonds in that country. The rate selected from the yield curve has a duration that matches its plan.
The expected return on plan assets for each funded plan is based on expected future investment returns considering the target investment mix of plan assets.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the net periodic pension and postretirement (including health care, life insurance and auto) expense charged to net income (loss). The components of net periodic pension expense (benefit), other than service cost, were included in other (income) expense, net in the accompanying consolidated statements of operations.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension Benefits | | Postretirement
Benefits (U.S.) |
| U.S. | | Non-U.S. | |
| Years Ended December 31, |
| ($ in millions) | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
Components of Net Periodic Pension and Postretirement Expense (Benefit) | | | | | | | | | | | | | | | | | |
| Service cost | $ | — | | | $ | — | | | $ | — | | | $ | 1 | | | $ | 1 | | | $ | 1 | | | $ | — | | | $ | — | | | $ | — | |
| Interest cost | 16 | | | 12 | | | 15 | | | 5 | | | 4 | | | 5 | | | — | | | 1 | | | — | |
Expected return on plan assets | (14) | | | (18) | | | (20) | | | (7) | | | (7) | | | (7) | | | — | | | — | | | — | |
| Net amortizations | — | | | — | | | 2 | | | 1 | | | 2 | | | 1 | | | — | | | — | | | — | |
| Settlement loss | 4 | | | 12 | | | 9 | | | 2 | | | 1 | | | 2 | | | (1) | | | — | | | — | |
Net pension and postretirement expense (benefit) | $ | 6 | | | $ | 6 | | | $ | 6 | | | $ | 2 | | | $ | 1 | | | $ | 2 | | | $ | (1) | | | $ | 1 | | | $ | — | |
Weighted-average discount rate for expense (January 1) | 2.7 | % | | 2.2 | % | | 3.1 | % | | 1.7 | % | | 1.4 | % | | 1.9 | % | | 2.2 | % | | 1.9 | % | | 3.2 | % |
Weighted-average assumed long-term rate of return on assets (January 1) | 4.5 | % | | 4.5 | % | | 4.8 | % | | 3.0 | % | | 3.0 | % | | 3.2 | % | | N/A | | N/A | | N/A |
Weighted-average interest crediting rate for expense | 3.8 | % | | 3.8 | % | | 3.8 | % | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
Initial health care cost trend rate | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | 5.6 | % | | 5.5 | % | | 5.8 | % |
Ultimate health care cost trend rate (rate to which cost trend is expected to decline) | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | 4.0 | % | | 4.5 | % | | 4.5 | % |
Number of years to ultimate trend rate | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | 24 | | 25 | | 18 |
N/A - Not applicable
The net of tax loss in accumulated other comprehensive income (loss) as of December 31, 2022 and 2021 relating to pension benefits of the Hertz Retirement Plan was $92 million and $88 million, respectively.
The provisions charged to net income (loss) for the years ended December 31, 2022, 2021 and 2020 for all other pension plans were approximately $6 million, $5 million and $6 million, respectively.
The provisions charged to net income (loss) for the years ended December 31, 2022, 2021 and 2020 for the defined contribution plans were approximately $20 million, $16 million and $11 million, respectively.
Plan Assets
The Company has a long-term investment outlook for the assets held in the Company sponsored plans, which is consistent with the long-term nature of each plan's respective liabilities. The Company has two major plans which reside in the U.S. and the United Kingdom.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The U.S. Plan
The U.S. Plan (the “Plan”) has a target asset allocation mix of 70% in investments intended to hedge the impact of capital market movements ("Immunizing Portfolio Investments"), comprised primarily of fixed income securities, and 30% in investments intended to earn more than the pension liability growth over the long-term ("Growth Portfolio Investments"). The Growth Portfolio Investments are primarily invested in passively managed equity funds, international and emerging market funds that are actively managed and non-investment grade fixed income funds. The overall strategy and the Immunizing Portfolio Investments are managed by professional investment managers. The investments within these asset classes are diversified in order to minimize the risk of large losses. The Plan assumes a 6.0% expected long-term annual weighted-average rate of return on assets.
The fair value measurements of the Company's U.S. pension plan assets are based upon inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable (Level 1) and significant observable inputs (Level 2) that reflect quoted prices for similar assets or liabilities in active markets. The fair value measurements of the U.S. pension plan assets relate to common collective trusts and other pooled investment vehicles consisting of the following asset categories:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | December 31, 2022 | | December 31, 2021 |
| Asset Category | Level 1 | | Level 2 | | Measured at NAV(1) | | Level 1 | | Level 2 | | Measured at NAV(1) |
| Cash | $ | 8 | | | $ | — | | | $ | — | | | $ | 5 | | | $ | — | | | $ | — | |
| Short Term Investments | — | | | 31 | | | — | | | — | | | 27 | | | — | |
Equity Funds(2): | | | | | | | | | | | |
| U.S. Large Cap | — | | | 40 | | | — | | | — | | | 59 | | | — | |
| | | | | | | | | | | |
| U.S. Small Cap | — | | | 5 | | | — | | | — | | | 7 | | | — | |
| International Large Cap | — | | | 19 | | | — | | | — | | | 28 | | | — | |
| International Small Cap | — | | | 4 | | | — | | | — | | | 5 | | | — | |
| International Emerging Markets | — | | | 5 | | | 4 | | | — | | | 6 | | | 6 | |
| | | | | | | | | | | |
| Fixed Income Securities: | | | | | | | | | | | |
| U.S. Treasuries | — | | | — | | | — | | | — | | | 24 | | | — | |
| Corporate Bonds | — | | | 161 | | | 29 | | | — | | | 247 | | | — | |
| Government Bonds | — | | | 4 | | | — | | | — | | | 12 | | | — | |
| Municipal Bonds | — | | | 6 | | | — | | | — | | | 10 | | | — | |
| | | | | | | | | | | |
| Derivatives - Interest Rate | — | | | 1 | | | — | | | 3 | | | 2 | | | — | |
| | | | | | | | | | | |
Non-Investment Grade Fixed Income(2) | — | | | 21 | | | — | | | — | | | 27 | | | — | |
| Total fair value of pension plan assets | $ | 8 | | | $ | 297 | | | $ | 33 | | | $ | 8 | | | $ | 454 | | | $ | 6 | |
(1) Includes certain investments where the fair value measurement utilizes the net asset value ("NAV") and as such, are not classified in the fair value levels above.
(2) The Level 2 investments relate to investment funds that publish daily NAV per unit. The daily NAV is available to participants in the funds and redemptions can be made daily at the current NAV. The fair value and units are determined and published and are the basis for current transactions. The investments are not eligible for the NAV practical expedient. However, they are measured at the published NAV because the quoted NAV per unit represents the price at which the investment would be sold in a transaction between independent market participants.
The U.K. Plan
The Company's United Kingdom defined benefit pension plan (the "U.K. Plan") has a target allocation of 25% actively managed diversified growth and multi-asset credit funds, 8% passive equity funds and 67% protection portfolio that consists of liability driven investments, Sterling liquidity fund and United Kingdom corporate bonds. The actively managed diversified growth and multi-asset credit funds are intended to deliver a long-term equity-like return but with reduced levels of volatility. The protection portfolio is designed to partially hedge the interest rate and inflation expectation exposure of the liabilities which are measured on a local regulatory basis. The amount that is required to be invested in each fund to maintain target hedge ratios will vary over time as the value of the liabilities
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
change and the allocations within the protection portfolio will be allowed to vary accordingly. All of the invested assets of the U.K. Plan are held via pooled funds managed by professional investment managers. The U.K. Plan assumes a 5.2% expected long-term weighted-average rate of return on assets for the Plan in total.
The Company's U.K. Plan comprises $126 million of the $131 million in fair value of Non-U.S. plan assets as of December 31, 2022 and comprises $248 million of the $255 million in fair value of Non-U.S. plan assets as of December 31, 2021. The fair value measurements of the Company's U.K. Plan assets are based upon inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable (Level 1) and significant observable inputs that reflect quoted prices for similar assets or liabilities in active markets (Level 2). The fair value measurements of the U.K. Plan assets relate to common collective trusts and other pooled investment vehicles consisting of the following asset categories:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | December 31, 2022 | | December 31, 2021 |
| Asset Category | Level 1 | | Level 2 | | Measured at NAV(1) | | Level 1 | | Level 2 | | Measured at NAV(1) |
| Actively Managed Multi-Asset Funds: | | | | | | | | | | | |
Diversified Growth Funds(2) | $ | 11 | | | $ | — | | | $ | — | | | $ | — | | | $ | 37 | | | $ | — | |
| Multi Asset Credit | — | | | — | | | 21 | | | — | | | — | | | 38 | |
| Passive Equity Funds: | | | | | | | | | | | |
U.K. Equities(2) | 4 | | | — | | | — | | | — | | | 12 | | | — | |
Overseas Equities(2) | 5 | | | — | | | — | | | — | | | 14 | | | — | |
| Passive Bond Funds: | | | | | | | | | | | |
| Corporate Bonds | 4 | | | — | | | — | | | — | | | 27 | | | — | |
Liability Driven Investments(2) | 76 | | | — | | | — | | | — | | | 96 | | | — | |
| Liquidity Fund | 5 | | | — | | | — | | | 24 | | | — | | | — | |
| Total fair value of pension plan assets | $ | 105 | | | $ | — | | | $ | 21 | | | $ | 24 | | | $ | 186 | | | $ | 38 | |
(1) Includes certain investments where the fair value measurement utilizes NAV and as such, are not classified in the fair value levels above.
(2) The Level 2 investments relate to investment funds that publish daily NAV per unit. The daily NAV is available to participants in the funds and redemptions can be made daily at the current NAV. The fair value and units are determined and published and are the basis for current transactions. The investments are not eligible for the NAV practical expedient. However, they are measured at the published NAV because the quoted NAV per unit represents the price at which the investment would be sold in a transaction between independent market participants.
Contributions
The Company's 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 makes contributions beyond those legally required. In 2022 and 2021, the Company did not make any cash contributions to its U.S. qualified pension plan.
In 2022, the Company made no contributions to its U.S. non-qualified pension plans. In 2021, the Company made $24 million of contributions to its U.S. non-qualified pension plans. In 2022, the Company made no discretionary contributions to its U.K. Plan. In 2021, the Company made discretionary contributions of $3 million to its U.K. Plan.
The Company does not anticipate contributing to the U.S. qualified pension plan during 2023. The Company anticipates contributing approximately $1 million to the U.K. Plan and approximately $2 million to its other international plans during 2023. The level of 2023 and 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.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Estimated Future Benefit Payments
The following table presents estimated future benefit payments:
| | | | | | | | | | | |
| (In millions) | Pension Benefits | | Postretirement
Benefits (U.S.) |
| 2023 | $ | 32 | | | $ | 1 | |
| 2024 | 34 | | | 1 | |
| 2025 | 36 | | | 1 | |
| 2026 | 39 | | | 1 | |
| 2027 | 40 | | | 1 | |
| 2027 to 2031 | 213 | | | 2 | |
| $ | 394 | | | $ | 7 | |
Multiemployer Pension Plans
The Company contributes to several multiemployer defined benefit pension plans under collective bargaining agreements that cover certain of its union-represented employees. The risks of participating in such plans are different from the risks of a single-employer plan, in the following respects:
a) Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
b) If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
c) If the Company ceases to have an obligation to contribute to the multiemployer plan in which the Company had been a contributing employer, the Company may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of its participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.
Amounts accrued for benefit payments under the Company's multiemployer pension plans of $20 million represent the net present value of projected liabilities as of December 31, 2022. The Company's participation in multiemployer plans is outlined in the table below. For plans that are not individually significant to the Company, the total amount of contributions is presented in the aggregate.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EIN /Pension
Plan Number | | Pension
Protection Act
Zone Status | | FIP /
RP Status
Pending /Implemented(1) | | Contributions by
The Hertz Corporation
(In millions) | | Surcharge Imposed | | Expiration
Dates of
Collective
Bargaining Agreements |
| Pension Fund | 2022 | | 2021 | 2022 | | 2021 | | 2020 |
Western Conference of Teamsters | 91-6145047 | | Green | | Green | | N/A | | $ | 5 | | | $ | 4 | | | $ | 5 | | | N/A | | 09/30/2024 |
| Other Plans | | | | | | | | | — | | | 1 | | | 2 | | | | | |
| Total Contributions | | | | | | | | | $ | 5 | | | $ | 5 | | | $ | 7 | | | | | |
N/A Not applicable
(1) Indicates whether a Funding Improvement Plan, as required under the Code to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the plan year that ended in 2022.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8—Stock-Based Compensation
The stock-based compensation expense associated with the Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and recorded on the books at the Hertz level.
2021 Omnibus Incentive Plan
During 2021, Hertz Global's Board approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan"). The Company initially authorized 62,250,055 shares of its common stock pursuant to awards granted under the 2021 Omnibus Plan. In addition, beginning on June 30, 2022, and ending on June 20, 2031 (an “Evergreen Date”), the total authorized shares under the 2021 Omnibus Plan will automatically increase by a number of shares equal to 2% of the total number of shares of the Company's common stock outstanding on the June 29th immediately preceding the applicable Evergreen Date. Notwithstanding the foregoing, the Company's Board may act prior to the Evergreen Date of a given year to provide that there will be no automatic increase for such year, or that the increase for such year will be a lesser number of shares. As of December 31, 2022, 41,866,495 shares of the Company's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan.
A summary of the total compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:
| | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 |
| Compensation expense | $ | 129 | | | $ | 7 | |
| Income tax benefit | (7) | | | (2) | |
| Total | $ | 122 | | | $ | 5 | |
As of December 31, 2022, there was $214 million of total unrecognized compensation cost expected to be recognized over the remaining 2.2 years, on a weighted average basis, of the requisite service period that began on the grant dates.
The 2021 Omnibus Plan provides for the award of stock options, stock appreciation rights ("SARs"), performance stock, PSUs, performance units ("PUs"), restricted stock, RSUs, share awards and deferred stock units to eligible recipients. Under the 2021 Omnibus Plan, the Compensation Committee of the Board (the "Compensation Committee") has the authority to determine the eligible recipients to whom awards may be granted, the types of awards and their terms or conditions.
Stock Options and SARs
The 2021 Omnibus Plan provides that stock option grants may be either incentive stock options or non-statutory stock options, however, the Company may not grant incentive stock options until such time as the plan has been approved by the Company's stockholders. Except in the case of replacement awards, stock options will have an exercise price per share that is no less than fair market value of the Company's common stock on the stock option grant date.
SARs may be granted to participants in tandem with stock options or on their own. Unless otherwise determined by the Compensation Committee at or after the grant date, tandem SARs will have substantially similar terms as the stock options with which they are granted. Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Compensation Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the SAR.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company accounts for stock options as equity-classified awards and recognizes compensation cost on a straight-line basis over the vesting period. The value of each stock option award is estimated on the grant date using a Black-Scholes option valuation model that incorporates the assumptions noted in the following table.
The Company calculates the expected volatility based on the historical movement of its stock price.
| | | | | | | |
| | | Grants |
| Assumption | | | 2021 |
| Expected volatility | | | 75% |
| Expected dividend yield | | | —% |
| Expected term (years) | | | 6 |
| Risk-free interest rate | | | 1.19% |
| Weighted-average grant date fair value | | | $17.12 |
A summary of stock option activity under the 2021 Omnibus Plan as of December 31, 2022 is presented below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Options | Shares | | Weighted
Average
Exercise
Price | | Weighted-
Average
Remaining
Contractual
Term (years) | | Aggregate Intrinsic
Value (In millions) |
| Outstanding as of January 1, 2022 | 3,678,855 | | | $ | 26.17 | | | 9.9 | | $ | — | |
| Granted | — | | | — | | | — | | | — | |
| Exercised | — | | | — | | | — | | | — | |
| Forfeited or Expired | (533,872) | | | 26.17 | | | — | | | — | |
| Outstanding as of December 31, 2022 | 3,144,983 | | | — | | | 8.2 | | — | |
| Exercisable as of December 31, 2022 | (1,400,077) | | | 26.17 | | | 7.5 | | — | |
| Non-vested as of December 31, 2022 | 1,744,906 | | | | | | | |
Performance Stock Awards, Performance Stock Units and Performance Units
PSAs, PSUs and PUs granted under the 2021 Omnibus Plan will vest based on the achievement of predetermined performance goals over performance periods determined by the Compensation Committee or upon the occurrence of certain events, as determined by the Compensation Committee. PSAs are awards of common stock that are subject to forfeiture until predetermined performance conditions have been achieved. A PSU is a contractual right to receive a stated number of shares of common stock, or if provided by the Compensation Committee on or after the grant date, cash equal to the fair market value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to such stated number of shares of common stock, which right is forfeitable until the achievement of predetermined performance conditions. PUs represent the right to receive a cash denominated award, payable in cash or shares of common stock or a combination thereof, and are forfeitable until the achievement of predetermined performance conditions.
A summary of the PSU activity as of December 31, 2022 under the 2021 Omnibus Plan is presented below:
| | | | | | | | | | | | | | | | | |
| Shares | | Weighted-
Average
Fair Value | | Aggregate Intrinsic
Value (In millions) |
| Outstanding as of January 1, 2022 | — | | | $ | — | | | $ | — | |
Granted(1) | 10,005,537 | | | 17.72 | | | — | |
| Vested | (560,518) | | | 18.56 | | | — | |
| Forfeited or Expired | (152,270) | | | 21.08 | | | — | |
| Outstanding as of December 31, 2022 | 9,292,749 | | | 17.62 | | | 143 | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(1) Presented assuming the issuance at the original target award amount (100%).
Compensation expense for PSUs is based on the grant date fair value. For grants issued in 2022, vesting eligibility is based on market, performance and service conditions of one to five years. Accordingly, the number of shares issued at the end of the performance period could range between 0% and 200% of the original target award amount (100%) disclosed in the table above. Certain of these PSUs were valued on the grant date using a Monte Carlo simulation model that incorporates the assumptions noted in the following table:
| | | | | |
| Assumption | |
| Expected volatility | 68 | % |
| Expected dividend yield | — | % |
| Expected term (years) | 5 |
| Risk-free interest rate | 1.71 | % |
| Weighted-average grant date fair value | $ | 17.61 | |
As of December 31, 2022, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.
Restricted Stock and Restricted Stock Units
Restricted stock and RSUs granted under the 2021 Omnibus Plan vest based on a minimum period of service or the occurrence of events specified by the Compensation Committee. Restricted stock and RSUs are subject to forfeiture until vested. Compensation expense for RSUs is based on the grant date fair value, and is recognized ratably over the vesting period. RSU grants issued in 2022 vest over a period of two to four years. For grants issued in 2021, the vesting period is three years except for 500,000 shares that vested in the first half of 2022.
A summary of RSU activity as of and for the year ended December 31, 2022 under the 2021 Omnibus Plan is presented below:
| | | | | | | | | | | | | | | | | |
| Shares | | Weighted-
Average
Fair Value | | Aggregate Intrinsic
Value (In millions) |
| Outstanding as of January 1, 2022 | 1,726,286 | | | $ | 26.17 | | | $ | 43 | |
| Granted | 4,040,059 | | | 19.94 | | | — | |
| Vested | (2,121,074) | | | 23.08 | | | — | |
| Forfeited or Expired | (232,508) | | | 24.53 | | | — | |
| Outstanding as of December 31, 2022 | 3,412,763 | | | 20.82 | | | 53 |
Additional information pertaining to RSU activity under the 2021 Omnibus Plan was as follows:
| | | | | | | | | | | | | | | |
| Years Ended December 31, | | | | |
| 2022 | | 2021 | | | | |
| Total fair value of awards that vested (in millions) | $ | 49 | | | $ | — | | | | | |
| Weighted-average grant-date fair value of awards granted | $ | 19.94 | | | $ | 26.17 | | | | | |
Deferred Stock Units
Each deferred stock unit granted under the 2021 Omnibus Plan represents a contractual right to receive a stated number of shares of common stock of the Company or if provided by the Compensation Committee in accordance with the 2021 Omnibus Plan on or after the grant date, cash equal to the fair value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to such stated number of shares of common stock, on a specified future date. As of December 31, 2022 and 2021, there were
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
approximately 68,000 and 24,000 outstanding shares, respectively, of deferred stock units under the 2021 Omnibus Plan.
Note 9—Leases
The Company enters into certain agreements as a lessor under which it rents vehicles and leases fleets to customers. The Company enters into certain agreements as a lessee to rent real estate, vehicles and other equipment and to conduct its vehicle rental operations under concession agreements. If any of the following criteria are met, the Company classifies the lease as a financing lease (as a lessee) or as a direct financing or sales-type lease (both as a lessor):
•The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;
•The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;
•The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset;
•The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or
•The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company combines lease and non-lease components in its contracts under ASC 842, Lease Accounting ("Topic 842"), when permissible.
The following further describes the Company's leasing transactions.
Lessor
The Company's operating leases for vehicle rentals have rental periods that are typically short term (e.g., daily or weekly) and can generally be extended for up to one month or terminated at the customer's discretion. Rental charges are computed on a limited or unlimited mileage rate, or on a time rate plus a mileage charge. In connection with the vehicle rental, the Company offers supplemental equipment rentals (e.g., child seats and ski racks) which are deemed lease components. The Company also offers value-added services in connection with the vehicle rental, which are deemed non-lease components, such as loss or collision damage waiver, theft protection, liability and personal accident/effects insurance coverage, premium emergency roadside service and satellite radio. Additionally, the Company charges for variable services primarily consisting of tolls, refueling and recharging during the rental period, and for fees associated with the early or late termination of the vehicle lease. The Company mitigates residual value risk of its revenue earning vehicles by utilizing manufacturer repurchase and guaranteed depreciation programs, using sophisticated vehicle diagnostic and repair equipment to maintain the condition of its vehicles and through periodic reviews of vehicle depreciation rates based on management's ongoing assessment of present and estimated future market conditions.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the amount of operating lease income and other income included in total revenues in the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020:
| | | | | | | | | | | | | | | | | |
| (In millions) | 2022 | | 2021 | | 2020 |
| Operating lease income from vehicle rentals | $ | 8,243 | | | $ | 6,885 | | | $ | 4,320 | |
| Operating lease income from fleet leasing | — | | | 149 | | | 639 | |
| Variable operating lease income | 212 | | | 131 | | | 30 | |
| Revenue accounted for under Topic 842 | 8,455 | | | 7,165 | | | 4,989 | |
| Revenue accounted for under Topic 606 | 230 | | | 171 | | | 269 | |
| Total revenues | $ | 8,685 | | | $ | 7,336 | | | $ | 5,258 | |
Lessee
As a lessee, the Company has the following types of operating leases:
•Concession agreements which grant the Company the right to conduct its vehicle rental operations at airports, hotels and train stations and to use building space such as terminal counters and parking garages;
•Real estate leases for its off airport vehicle rental locations and other premises;
•Revenue earning vehicle leases; and
•Other equipment leases.
The Company's lease terms generally range from one month to thirty-five years and a number of agreements contain escalation clauses, which increase the payment obligation based on a fixed or variable rate and renewal options. The length of renewals vary and may result in different payment terms. Payment terms are based on fixed rates explicit in the lease, including guaranteed minimums and/or variable rates based on:
•Operating expenses, such as common area charges, real estate taxes and insurance;
•A percentage of revenues or sales arising at the relevant premises; and/or
•Periodic inflation adjustments.
The Company recognizes a right-of-use asset and lease liability in its accompanying consolidated balance sheets for leases with a term greater than twelve months. Options to extend or terminate a lease are included in the Company's right-of-use asset and lease liability when it is reasonably certain that such options will be exercised. The Company does not recognize right-of-use assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less) and recognizes lease expense on a straight-line basis over the lease term, as applicable.
To determine the present value of its lease payments, the Company utilizes the interest rate implicit in the lease agreement. If the implicit interest rate cannot be determined in the lease agreement, the Company utilizes the Company's collateralized incremental borrowing rate as of January 1, 2019, the adoption date of Topic 842, or the commencement date of the lease, whichever is later.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the amount of lease costs incurred by the Company for the years ended December 31, 2022, 2021 and 2020:
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Minimum fixed lease costs: | | | | | |
| Short-term lease costs | $ | 142 | | | $ | 171 | | | $ | 142 | |
| Operating lease costs | 438 | | | 449 | | | 527 | |
| Total | 580 | | | 620 | | | $ | 669 | |
| Variable lease costs | 334 | | | 165 | | | 23 | |
Total lease costs | $ | 914 | | | $ | 785 | | | $ | 692 | |
The following summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's operating leases as a lessee as of December 31, 2022:
| | | | | |
| Weighted-average remaining lease term (in years) | 11.4 |
| Weighted-average discount rate | 9.5 | % |
The following table summarizes the Company's minimum fixed lease obligations under existing agreements as a lessee, excluding variable concession obligations in excess of minimum annual guarantees and short-term leases, as of December 31, 2022:
| | | | | |
| (In millions) | |
| 2023 | $ | 471 | |
| 2024 | 386 | |
| 2025 | 307 | |
| 2026 | 251 | |
| 2027 | 215 | |
| After 2027 | 1,313 | |
| Total lease payments | 2,943 | |
| Interest | (1,141) | |
| Operating lease liabilities as of December 31, 2022 | $ | 1,802 | |
Note 10—Restructuring
Europe Restructuring
Due to the impact from COVID-19 and reductions in European government support, the Company initiated a restructuring program in March 2021 in its International RAC segment. The total number of employees affected for the year ended December 31, 2021 was approximately 900. The program was substantially completed in 2021.
U.S. Restructuring
Due to the impact from COVID-19, the Company initiated a restructuring program beginning in April 2020, affecting approximately 11,000 U.S. employees in its Americas RAC segment and corporate operations. This program was substantially completed in the third quarter of 2020.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restructuring Charges
Restructuring charges under these programs are as follows:
| | | | | | | | | | | | | |
| | | Years ended December 31, |
| (In millions) | | | 2021 | | 2020 |
| By Type: | | | | | |
| Termination benefits | | | $ | 27 | | | $ | 37 | |
| Lease and contract terminations | | | $ | 3 | | | — | |
| Facility closures | | | 2 | | | — | |
| Total | | | $ | 32 | | | $ | 37 | |
| | | | | | | | | | | | | |
| | | Years ended December 31, |
| (In millions) | | | 2021 | | 2020 |
| By Caption: | | | | | |
| Direct vehicle and operating | | | $ | 16 | | | $ | 25 | |
| Selling, general and administrative | | | 16 | | | 12 | |
| Total | | | $ | 32 | | | $ | 37 | |
| | | | | | | | | | | | | |
| | | Years ended December 31, |
| (In millions) | | | 2021 | | 2020 |
| By Segment: | | | | | |
| Americas RAC segment | | | $ | — | | | $ | 34 | |
| International RAC segment | | | 32 | | | — | |
| Corporate | | | — | | | 3 | |
| Total | | | $ | 32 | | | $ | 37 | |
The tables above do not include pension-related settlement charges incurred during the year ended December 31, 2020.
The following table summarizes the activity affecting the restructuring accrual, which is recorded in accrued liabilities in the accompanying consolidated balance sheet.
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | Termination
Benefits | | Other | | | | | Total |
| Balance as of January 1, 2021 | $ | — | | | $ | — | | | | | | $ | — | |
| Charges incurred | 27 | | | 5 | | | | | | 32 | |
| Cash payments | (32) | | | — | | | | | | (32) | |
| Other non-cash reductions | — | | | (3) | | | | | | (3) | |
Reclassified from liabilities subject to compromise(1) | 7 | | | — | | | | | | 7 | |
| Balance as of December 31, 2021 | $ | 2 | | | $ | 2 | | | | | | $ | 4 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1) As a result of filing the Chapter 11 Cases, the Company classified $7 million of restructuring charges to liabilities subject to compromise during 2020. On the Effective Date, in connection with the Plan of Reorganization, the Company reclassified $7 million of accrued and unpaid restructuring charges from liabilities subject to compromise.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11—Income Tax (Provision) Benefit
The components of income (loss) before income taxes for the Company's domestic and foreign operations are as follows:
Hertz Global
| | | | | | | | | | | | | | | | | |
| As of December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Domestic | $ | 2,120 | | | $ | 710 | | | $ | (1,692) | |
| Foreign | 329 | | | (27) | | | (360) | |
| Total income (loss) before income taxes | $ | 2,449 | | | $ | 683 | | | $ | (2,052) | |
Hertz
| | | | | | | | | | | | | | | | | |
| As of December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Domestic | $ | 1,416 | | | $ | 1,501 | | | $ | (1,823) | |
| Foreign | 329 | | | (27) | | | (360) | |
| Total income (loss) before income taxes | $ | 1,745 | | | $ | 1,474 | | | $ | (2,183) | |
The total income tax provision (benefit) consists of the following:
Hertz Global and Hertz
| | | | | | | | | | | | | | | | | |
| As of December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Current: | | | | | |
| Federal | $ | — | | | $ | — | | | $ | — | |
| Foreign | 41 | | | 24 | | | 18 | |
| State and local | 32 | | | 21 | | | 4 | |
| Total current | 73 | | | 45 | | | 22 | |
| Deferred: | | | | | |
| Federal | 338 | | | 252 | | | (356) | |
| Foreign | 42 | | | 19 | | | 35 | |
| State and local | (63) | | | 2 | | | (30) | |
| Total deferred | 317 | | | 273 | | | (351) | |
| Total provision (benefit) - Hertz Global | 390 | | | 318 | | | (329) | |
| Federal deferred tax (provision) benefit applicable to Hertz Holdings | — | | | — | | | 1 | |
| Total provision (benefit) - Hertz | $ | 390 | | | $ | 318 | | | $ | (328) | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The principal items of the U.S. and foreign net deferred tax assets and liabilities are as follows:
Hertz Global and Hertz
| | | | | | | | | | | |
| As of December 31, |
| (In millions) | 2022 | | 2021 |
| Deferred tax assets: | | | |
| Employee benefit plans | $ | 18 | | | $ | 14 | |
| Net operating loss carry forwards | 1,737 | | | 1,321 | |
| Capital loss carryforwards | 194 | | | 167 | |
| Federal and state tax credit carry forwards | 81 | | | 64 | |
| Deferred interest expense | 70 | | | 10 | |
| Accrued and prepaid expenses | 147 | | | 185 | |
| Operating lease liabilities | 430 | | | 390 | |
| Total deferred tax assets | 2,677 | | | 2,151 | |
| Less: valuation allowance | (511) | | | (690) | |
| Total net deferred tax assets | 2,166 | | | 1,461 | |
| Deferred tax liabilities: | | | |
| Depreciation on tangible assets | (2,297) | | | (1,342) | |
| Intangible assets | (714) | | | (711) | |
| Operating lease right-of-use assets | (456) | | | (408) | |
| Total deferred tax liabilities | (3,467) | | | (2,461) | |
| Net deferred tax liability - Hertz Global | (1,301) | | | (1,000) | |
| Deferred tax asset - net operating loss applicable to Hertz Holdings | (3) | | | (3) | |
| Net deferred tax liability - Hertz | $ | (1,304) | | | $ | (1,003) | |
Hertz Global and Hertz
In determining valuation allowances, an assessment of positive and negative evidence was performed regarding realization of the deferred tax assets. This assessment included the evaluation of cumulative earnings and losses in recent years, scheduled reversals of deferred tax liabilities, the availability of carryforwards and the remaining period of the respective carry forward, future taxable income and any applicable tax-planning strategies that are available.
As of December 31, 2022, the Company has approximately $1.3 billion of tax-effected U.S. federal net operating loss carryforwards ("Federal NOLs"), which have an indefinite carryforward period and may offset 80% of taxable income generate in any future year. The Company has approximately $45 million of federal tax credits which begin expiring in 2025. The Company has approximately $50 million of tax-effected federal deferred interest expense which has an indefinite carryforward period. The Company has not recorded a valuation allowance on its Federal NOLs, federal credits, or deferred interest expense as there were adequate U.S. deferred tax liabilities that could be realized within the carry forward periods.
As of December 31, 2022, the Company has approximately $164 million of tax-effected U.S. federal capital loss carryforwards of which a valuation allowance of approximately $162 million has been recorded.
As of December 31, 2022, the Company has approximately $194 million of tax-effected state net operating loss carryforwards. Some of these net operating losses have an indefinite carryforward period, and those that do not will begin to expire in 2023 if not utilized. These net operating losses are offset, in part, by a valuation allowance totaling $63 million. The Company has approximately $37 million in state tax credits for which a full valuation allowance is recorded. The state tax credits expire over various years beginning in 2023 depending upon the period when they
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
were generated and the particular jurisdiction. The Company has approximately $19 million of tax-effected deferred interest expense which has an indefinite carryforward period. The Company has approximately $27 million of tax effected state capital losses that are fully offset by a valuation allowance. The tax effected amounts for all state tax attributes are net of federal benefit.
As of December 31, 2022, the Company has approximately $243 million of tax-effected foreign net operating loss carry forwards. Some of the net operating losses have an indefinite carryforward period, and those that do not will begin to expire in 2031 if not utilized. These net operating losses are offset, in part, by a valuation allowance totaling $187 million. The Company has no tax credits in foreign jurisdictions. The Company has approximately $2 million of tax-effected foreign deferred interest which has an indefinite carryforward period. The Company has approximately $3 million of tax-effected foreign capital loss carryforwards which a full valuation allowance has been recorded.
The Company recorded a valuation allowance against most of our deferred tax assets for several European operations as of both December 31, 2022, and December 31, 2021. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.
Due to the ownership changes before and upon emergence from Chapter 11, the utilization of the Company's Federal, State and Foreign NOLs may be subject to limitations. Estimates of these limitations have been reflected in the tax provision.
The significant items in the reconciliation of the statutory and effective income tax rates consists of the following items in the table below. Percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated in millions.
Hertz Global and Hertz
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Statutory federal tax rate | 21 | % | | 21 | % | | 21 | % |
| State and local income taxes, net of federal effect | 4 | | | 7 | | | 5 | |
| Change in state rates, net of federal effect | — | | | 2 | | | 1 | |
| | | | | |
| Change in foreign statutory rates | — | | | (2) | | | — | |
| Federal and foreign permanent differences | 2 | | | 1 | | | — | |
| Tax credits | (1) | | | (1) | | | — | |
| Withholding taxes | 1 | | | 1 | | | — | |
| Valuation allowance | (6) | | | 11 | | | (11) | |
| Change in fair value of public warrants | (7) | | | 22 | | | — | |
| Non-deductible bankruptcy expenses | — | | | 15 | | | — | |
| European reorganization | — | | | (46) | | | — | |
| Uncertain tax positions | — | | | 12 | | | — | |
| U.S. tax on foreign earnings | 1 | | | 2 | | | — | |
| | | | | |
| Other | 1 | | | 2 | | | — | |
| Effective tax rate - Hertz Global | 16 | | | 47 | | | 16 | |
| Hertz Holdings exclusive items | 6 | | | (25) | | | (1) | |
| Effective tax rate - Hertz | 22 | % | | 22 | % | | 15 | % |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The change in tax provision in 2022 compared to 2021 is driven by improvements in financial performance in 2022, as well as the non-taxable change in fair value of Public Warrants, the tax benefits associated with the restructuring in Europe recognized in 2021, the impact of changes to state and foreign valuation allowances, and non-deductible bankruptcy costs incurred in 2021. Hertz Holdings exclusive items are comprised of transactions specific to Hertz Holdings only.
The Company recorded a tax provision in 2021 compared to a tax benefit in 2020. The change was primarily driven by improvements in the Company's financial performance in 2021, changes in the mix of earnings and losses in jurisdictions for which no tax benefit can be recognized, non-deductible bankruptcy expenses, and reduced by the tax benefits of the European reorganization.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Hertz Global and Hertz
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Balance as of January 1 | $ | 106 | | | $ | 53 | | | $ | 48 | |
| Increase (decrease) attributable to tax positions taken during prior periods | 184 | | | 65 | | | 5 | |
| Increase (decrease) attributable to tax positions taken during the current year | 9 | | | 19 | | | 1 | |
| Decrease attributable to settlements with taxing authorities | (1) | | | (31) | | | (1) | |
| Balance as of December 31 | $ | 298 | | | $ | 106 | | | $ | 53 | |
The total amount of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate is $200 million. Net, after-tax interest and penalties related to tax liabilities are classified as a component of income tax in the accompanying consolidated statements of operations which were not significant for the years ended December 31, 2022, 2021 and 2020. Net, after-tax interest and penalties were accrued as a component of tax in the Company's consolidated balance sheet in the amount of $7 million and $7 million as of December 31, 2022 and 2021, respectively.
During 2021 as part of a restructuring of European operations, we generated a tax loss of approximately $1.3 billion, which was characterized as a capital loss in the 2021 provision. The Company is in the process of obtaining a pre-filing agreement with the Internal Revenue Services to determine whether the capital loss qualifies as an ordinary loss. It is reasonably possible that the total amounts of unrecognized tax benefits will significantly decrease by approximately $190 million within 12 months of our reporting date if the IRS confirms that the loss we generated is ordinary in nature.
The Company is subject to examination by taxing authorities throughout the world. The tax years that are open for examination span from 2010 to 2022. Additionally, the Company is under audit in several U.S. states and other foreign jurisdictions, and it is reasonably possible that the amount of unrecognized tax benefits may change as the result of the completion of ongoing examinations, the expiration of the statute of limitations or other unforeseen circumstances.
During 2020, the IRS proposed transfer pricing adjustments to the Company's 2014 and 2015 tax years, for which the company is pursuing competent authority relief.
The Company's assumptions and estimates pertaining to uncertain tax positions require significant judgment. It is possible that the tax authorities could challenge the Company's estimates and assumptions used to assess the tax benefits, and the actual amount of the tax benefits related to uncertain tax positions may differ materially from these estimates.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company has provided for deferred taxes on undistributed earnings of foreign subsidiaries. However, it is not practicable to estimate the deferred taxes on other differences on investments in foreign subsidiaries.
Note 12—Financial Instruments
The Company employs established risk management policies and procedures, and, under the terms of our ABS facilities, may be required to enter into interest rate derivatives, which seek to reduce the Company’s commercial risk exposure to fluctuations in interest rates and currency exchange rates. Although the instruments utilized involve varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate concentrations of risk and 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 procedures will always be effective. Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives Association ("ISDA") master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any such agreements against any other amounts owed with regard to any other agreements between the parties to each such agreement.
None of the Company's financial instruments have been designated as hedging instruments as of December 31, 2022 and 2021.
Interest Rate Risk
The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating and fixed-rate debt.
Currency Exchange Rate Risk
The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.
Fair Value
The following table summarizes the estimated fair value of financial instruments:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value of Financial Instruments |
| Asset Derivatives(1) | | Liability Derivatives(1) |
| December 31, | | December 31, |
| (In millions) | 2022 | | 2021 | | 2022 | | 2021 |
| Interest rate instruments | $ | 140 | | | $ | 12 | | | $ | — | | | $ | — | |
| Foreign currency forward contracts | 1 | | | 1 | | | 2 | | | 2 | |
Total | $ | 141 | | | $ | 13 | | | $ | 2 | | | $ | 2 | |
(1) All asset derivatives are recorded in prepaid expenses and other assets and all liability derivatives are recorded in accrued liabilities in the accompanying consolidated balance sheets.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the gains or (losses) on financial instruments for the period indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location of Gain (Loss) Recognized on Derivatives | | Amount of Gain (Loss) Recognized in Income on Derivatives |
| | | | Years Ended December 31, |
| (In millions) | | | | 2022 | | 2021 | | 2020 |
| Interest rate instruments | | Vehicle interest expense, net(1)(2) | | $ | 127 | | | $ | 3 | | | $ | 12 | |
| Foreign currency forward contracts | | Other (income) expense, net(2) | | (2) | | | 2 | | | (3) | |
Total | | | | $ | 125 | | | $ | 5 | | | $ | 9 | |
(1) In 2021, $6 million of gains on interest rate instruments were recorded in other (income) expense, net, offset by $3 million of losses on interest rate instruments which were recorded in selling, general and administrative expense.
(2) In 2020, all gains (losses) on financial instruments were recorded in selling, general and administrative expense.
The Company's foreign currency forward contracts and certain interest rate instruments are subject to enforceable master netting agreements with their counterparties. The Company does not offset such derivative assets and liabilities in its consolidated balance sheets, and the potential effect of the Company’s use of the master netting arrangements is not material.
Note 13—Fair Value Measurements
Under U.S. GAAP, entities are allowed to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of its assets or liabilities that meet the criteria for this option. Irrespective of the fair value option previously described, U.S. GAAP requires certain financial and non-financial assets and liabilities of the Company to be measured on either a recurring basis or on a nonrecurring basis.
Fair Value Disclosures
The fair value of cash, restricted cash, 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.
Debt Obligations
The fair value of the debt facilities 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 (i.e., Level 2 inputs).
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| (In millions) | Nominal Unpaid Principal Balance | | Aggregate Fair Value | | Nominal Unpaid Principal Balance | | Aggregate Fair Value |
| Non-Vehicle Debt | $ | 3,035 | | | $ | 2,685 | | | $ | 3,055 | | | $ | 3,065 | |
| Vehicle Debt | 10,948 | | | 10,304 | | | 7,954 | | | 7,908 | |
| Total | $ | 13,983 | | | $ | 12,989 | | | $ | 11,009 | | | $ | 10,973 | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the Company's cash equivalents, restricted cash equivalents and Public Warrants that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| (In millions) | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | | | | | | | | | | | | | | | |
| Cash equivalents and restricted cash equivalents | $ | 443 | | | $ | — | | | $ | — | | | $ | 443 | | | $ | 1,678 | | | $ | — | | | $ | — | | | $ | 1,678 | |
| Liabilities: | | | | | | | | | | | | | | | |
| Public Warrants | $ | 617 | | | $ | — | | | $ | — | | | $ | 617 | | | $ | 1,324 | | | $ | — | | | $ | — | | | $ | 1,324 | |
Cash Equivalents and Restricted Cash Equivalents
The Company’s cash equivalents and restricted cash equivalents primarily consist of investments in money market funds and bank money market and interest-bearing accounts. The Company determines the fair value of cash equivalents and restricted cash equivalents using a market approach based on quoted prices in active markets (i.e., Level 1 inputs).
Public Warrants
Hertz Global's Public Warrants are classified as liabilities and recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity ("Topic 480"). See Note 19, "Public Warrants - Hertz Global," for further details. Upon issuance on the Effective Date, the initial fair value of the Public Warrants was $800 million. The Company calculates the fair value based on the end-of-day quoted market price, a Level 1 input of the fair value hierarchy. For the years ended December 31, 2022 and 2021, the fair value adjustments resulted in a gain of $704 million and a loss of $627 million, respectively, and were recorded in change in fair value of Public Warrants in the accompanying consolidated statements of operations for Hertz Global for the years ended December 31, 2022 and 2021.
Financial Instruments
The fair value of the Company's financial instruments as of December 31, 2022 and 2021 are disclosed in Note 12, "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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14—Accumulated Other Comprehensive Income (Loss)
Changes in the accumulated other comprehensive income (loss) balance by component (net of tax) is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | Pension and Other Post-Employment Benefits | | Foreign Currency Items | | Unrealized Losses from Currency Translation Adjustments on Terminated Net Investment Hedges | | Accumulated Other Comprehensive Income (Loss) |
| Balance as of January 1, 2022 | $ | (88) | | | $ | (107) | | | $ | (19) | | | $ | (214) | |
Other comprehensive income (loss) before reclassification | (10) | | | (76) | | | — | | | (86) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 6 | | | — | | | — | | | 6 | |
| Balance as of December 31, 2022 | $ | (92) | | | $ | (183) | | | $ | (19) | | | $ | (294) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | Pension and Other Post-Employment Benefits | | Foreign Currency Items | | Unrealized Losses from Currency Translation Adjustments on Terminated Net Investment Hedges | | Accumulated Other Comprehensive Income (Loss) |
| Balance as of January 1, 2021 | $ | (122) | | | $ | (71) | | | $ | (19) | | | $ | (212) | |
Other comprehensive income (loss) before reclassification | 22 | | | (36) | | | — | | | (14) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 12 | | | — | | | — | | | 12 | |
| Balance as of December 31, 2021 | $ | (88) | | | $ | (107) | | | $ | (19) | | | $ | (214) | |
Note 15—Contingencies and Off-Balance Sheet Commitments
Legal Proceedings
Self-Insured Liabilities
The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and international vehicles, as stated in the accompanying consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. As of December 31, 2022 and 2021, the Company's liability recorded for self-insured liabilities was $472 million and $463 million, respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties. The adequacy of the liability is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.
Loss Contingencies
From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business. The Company has summarized below the material legal proceedings to
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
which the Company was a party during the year ended December 31, 2022 or the period after December 31, 2022, but before the filing of this 2022 Annual Report.
Make-Whole and Post-Petition Interest Claims - On July 1, 2021, Wells Fargo Bank, N.A., in its capacity as indenture trustee of (1) 6.250% Unsecured Notes due 2022 (the "2022 Notes"), (2) 5.500% Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125% Unsecured Notes due 2026 (the "2026 Notes"), and (4) 6.000% Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the “Notes”), filed a complaint (the “Complaint”) against The Hertz Corporation and multiple direct and indirect subsidiaries thereof (collectively referred to in this summary as “Defendants”). The filing of the Complaint initiated the adversary proceeding captioned Wells Fargo Bank, National Association v. The Hertz Corporation, et al. in the United States Bankruptcy Court for the District of Delaware, Adv. Pro. No. 21-50995 (MFW). The Complaint seeks a declaratory judgment that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that they assert total approximately $272 million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert total approximately $125 million. The Complaint also asserts the right to pre-judgment interest from July 1, 2021, to the date of any judgment. On December 22, 2021, the Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on the 2022 and 2024 Notes and (ii) post-petition interest at the contract rate. On November 9, 2022, the Bankruptcy Court ruled that the make-whole premium is the same as unmatured interest and is disallowed under the U.S. Bankruptcy Code, granting summary judgment in the Defendants’ favor. The Bankruptcy Court certified the matter directly to the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) and, on January 25, 2023, the Third Circuit accepted Wells Fargo’s appeal. The Defendants intend to continue to vigorously defend against the claims in this matter through the appellate process. The Company cannot predict the ultimate outcome or timing of this litigation.
Claims Related to Alleged False Arrests - A group of claims involving allegations that the police detained or arrested individuals in error after the Company reported rental cars as stolen have been advanced against the Company. These claims first arose from actions allegedly taken by the Company prior to its emergence from bankruptcy reorganization; some claims allege post-emergence behavior by the Company. These claims have been the subject of press coverage and the Company has received inquiries on the matter from certain members of government. The Company has policies to help ensure the proper treatment of its customers and to seek to protect itself against the theft of its services or assets, and has taken significant steps to modernize and update those policies. In December 2022, the Company entered into settlement agreements with 364 claimants in full and final resolutions of their claims for an aggregated amount of approximately $168 million (the "Settlement"), all of which amount was paid by the Company during December 2022. The Settlement resolved nearly all of the false arrest-related claims being advanced in the U.S. Bankruptcy Court for the District of Delaware, Adv. Pro. No. 20-11247 (MFW) and state court in Delaware (captioned Flannery, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-07-100 and Okoasia, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-09-531). Also as a result of the Settlements, state court matters pending in Pennsylvania, captioned Lovelace, et al. v. Hertz Global Holdings, Inc., et al., Case No. 220801729, and in Florida, captioned Lizasoain, et al. v. Hertz Global Holdings, Inc., et al., Case No. 2022-015316-CA-1, were dismissed with prejudice. In the small number of claims remaining, the Company continues to vigorously defend itself and believes that the ultimate resolution of such remaining claims will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action pending in Delaware Superior Court, Hertz Global Holdings, Inc., et al. v. ACE American Insurance Co., et al., C.A. No. N22C-05-130 MMJ (CCLD). The Company believes that a meaningful portion of the amount being paid for the Settlements will ultimately be recovered from its insurance carriers.
The Company has established reserves for matters where the Company believes that losses are probable and can be reasonably estimated. Other than the aggregate reserve established for claims for self-insured liabilities, none of those reserves are material. For matters where the Company has not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. These matters are subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the Company's consolidated financial condition, results of operations or cash flows in any particular reporting period.
Other Proceedings
Litigation Against Former Executives - The Company filed litigation in the U.S. District Court for the District of New Jersey against former executives Mark Frissora, Elyse Douglas and John Jefferey Zimmerman on March 25, 2019, and in state court in Florida against former executive Scott Sider on March 28, 2019. The complaints predominantly alleged breach of contract and sought repayment of incentive-based compensation received by the defendants in connection with restatements included in the former Hertz Global Holdings, Inc. ("Old Hertz Holdings") Form 10-K for the year ended December 31, 2014 and related accounting for prior periods. The complaints also sought recovery for the costs of an SEC investigation that resulted in an administrative order on December 31, 2018 with respect to events generally involving the restatements included in Old Hertz Holdings Form 10-K for the year ended December 31, 2014 and other damages resulting from the necessity of the restatements. The Company is pursuing these legal proceedings in accordance with its clawback policy and contractual rights. In October 2019, the Company entered into a confidential settlement agreement with Elyse Douglas and, on April 14, 2021, the Bankruptcy Court approved a Settlement Agreement between the Company and Scott Sider, closing the Florida action. Additionally, on December 29, 2021, the Company entered into a confidential settlement agreement with Jeff Zimmerman, leaving Mark Frissora as the sole remaining defendant in the New Jersey action. Fact and expert discovery have been completed and competing dispositive motions were fully briefed as of October 26, 2022. Pursuant to the agreements governing the separation of Herc Holdings Inc. from Hertz Global that occurred on June 30, 2016, Herc Holdings Inc. is entitled to 15% of the net proceeds of any repayment or recovery from these cases.
Indemnification Obligations
In the ordinary course of business, the Company has executed 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. Specifically, 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. In addition, Hertz entered into customary indemnification agreements with Hertz Holdings and certain of the Company's stockholders and their affiliates pursuant to which Hertz Holdings and Hertz will indemnify those entities and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of such entities and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. The Company has entered into customary indemnification agreements with each of its directors and certain of its officers. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third-party claim. In connection with the separation of the car rental business in 2016, the Company executed an agreement with Herc Holdings Inc. that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of or resulting from assumed legal matters. 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.
Note 16—Related Party Transactions
Transactions and Agreements between Hertz Holdings and Hertz
In June 2019, Hertz entered into a master loan agreement with Hertz Holdings for a facility size of $425 million with an expiration in June 2020 (the "2019 Master Loan"). As a result of the Chapter 11 Cases, the full amount outstanding under the 2019 Master Loan was deemed uncollectible, resulting in a charge of $133 million during the second quarter of 2020. Additionally, the loan due to an affiliate, which represented a tax-related liability from Hertz
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
to Hertz Holdings, in the amount of $65 million was subsequently settled via a non-cash distribution from Hertz to Hertz Holdings in 2021.
Other Relationships
In connection with its vehicle rental businesses, the Company enters into millions of rental transactions every year involving millions of customers. In order to conduct those businesses, the Company also procures goods and services from thousands of vendors. Some of those customers and vendors may be affiliated with members of the Company's Board. The Company believes that all such rental and procurement transactions involved terms no less favorable to the Company than those that it believes would have been obtained in the absence of such affiliation. The Company's Audit Committee oversees compliance through our Standards of Business Conduct, reviews conflicts of interest involving directors and determines whether to approve each transaction that involves the Company or any of its affiliates, on one hand, and (directly or indirectly) a director or member of his or her family or any entity managed by any such person, on the other hand.
767 Auto Leasing LLC
In January 2018, Hertz entered into the 767 Lease Agreement pursuant to which Hertz granted 767, an entity affiliated with a related party until May 2020, the option to acquire certain vehicles from Hertz. The 767 Lease Agreement was terminated effective October 31, 2021 as disclosed in Note 3, "Divestitures."
Note 17—Equity – Hertz Global
Emergence from Bankruptcy
In connection with the emergence from Chapter 11, all of Hertz Global's existing authorized, issued, and outstanding common and preferred stock were cancelled. As of the Effective Date, there were 1,000,000,000 shares of reorganized Hertz Global common stock and 100,000,000 shares of reorganized Hertz Global preferred stock authorized for issuance.
As of the Effective Date, 471,102,462 shares of reorganized Hertz Global common stock and 1,500,000 shares of reorganized Hertz Global preferred stock were issued and outstanding. As of December 31, 2021, all 1,500,000 shares of preferred stock were repurchased and retired.
Common Stock
Under reorganized Hertz Global's revised articles of incorporation, 1,000,000,000 shares of reorganized Hertz Global common stock, par value $0.01 per share, have been authorized for issuance. Each share represents one vote on matters presented to the voting stockholders of reorganized Hertz Global. The consideration received by reorganized Hertz Global upon the issuance of common stock that exceeded the par value was recorded in additional paid-in capital in the accompanying consolidated balance sheets of Hertz Global as of December 31, 2022 and 2021. The reorganized Hertz Global common stock is not convertible and does not accrue dividends. Dividends, if any, are paid only upon a valid declaration by the Board of reorganized Hertz Global, and such declarations are subject to customary legal and regulatory restrictions, restrictions related to any issued and outstanding preferred stock, and applicable debt covenants.
2021 Rights Offering
In accordance with the Plan of Reorganization, approximately 35% of reorganized Hertz Global common stock was offered pursuant to the 2021 Rights Offering for an aggregate purchase price of $1.6 billion of shares of reorganized Hertz Global common stock at a purchase price of $10.00 per share. The final expiration date for the 2021 Rights Offering occurred on June 15, 2021. Hertz Global closed the offering upon emergence from the Chapter 11 Cases on the Effective Date with eligible existing Hertz Global stockholders subscribing to purchase 127,362,114 shares of reorganized Hertz Global common stock for gross proceeds of approximately $1.3 billion. The unsubscribed portion
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
of the 2021 Rights Offering was backstopped by certain parties (the "Backstop Parties") resulting in the issuance of 36,137,887 shares of reorganized Hertz Global common stock for gross proceeds of $361 million. The Backstop Parties were compensated a backstop fee of $164 million in reorganized Hertz Global common stock valued at $10.00 per share which is included in the 2021 Rights Offering in the accompanying Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity. During the third quarter of 2021, reorganized Hertz Global issued additional shares pursuant to the rounding provisions of the 2021 Rights Offering for cash proceeds of approximately $4 million at a purchase price of $10.00 per share.
Public Warrants
On the Effective Date, in accordance with the Plan of Reorganization, reorganized Hertz Global issued 89,049,029 Public Warrants. See Note 19, "Public Warrants - Hertz Global," for attributes of the Public Warrants, which are classified at fair value as a liability for financial reporting purposes under U.S. GAAP.
Mezzanine Equity - Preferred Stock
In accordance with the revised articles of incorporation of reorganized Hertz Global, 100,000,000 shares of preferred stock, par value $0.01 per share, have been authorized for issuance.
Series A Preferred Stock
In connection with the Plan of Reorganization, reorganized Hertz Global issued 1,500,000 shares of preferred stock on the Effective Date, with an initial stated value of $1,000 per share, to Apollo, on behalf of one or more investment funds, separate accounts, and other entities owned, controlled, managed, and/or advised by Apollo or its affiliates, for $1.5 billion, less a 2% upfront discount and stock issuance fees.
On December 21, 2021, all shares of the Series A Preferred Stock were repurchased at a price of $1,250 per share for aggregate payments by Hertz Global of $1.9 billion. Hertz Global funded such share repurchases with available cash, including proceeds from the offering of the Senior Notes Due 2026 and Senior Notes Due 2029 which were contributed to Hertz Global through a dividend distribution from Hertz. The repurchased shares of Series A Preferred Stock were simultaneously retired.
The difference between the carrying value of the Series A Preferred Stock and the redemption value paid by Hertz Global, including approximately $7 million in certain fees, of $450 million was recorded in Hertz Global's additional paid in capital as of December 31, 2021, and accordingly, was subtracted from net income available to common stockholders of Hertz Global for purposes of calculating basic and diluted earnings per share for the year ended December 31, 2021.
Nasdaq Listing
On November 8, 2021, reorganized Hertz Global successfully completed its Nasdaq listing, in which shares of its new common stock were registered with the SEC for a public offering by certain selling stockholders. On November 9, 2021, reorganized Hertz Global's common stock and Public Warrants began trading on Nasdaq under the trading symbols "HTZ" and "HTZWW," respectively. In conjunction with the registration of Hertz Global's common stock in the Nasdaq listing, certain selling stockholders offered and sold 44,520,000 shares of Hertz Global's common stock to the public. Of these shares, Hertz Global repurchased from the underwriters 10,344,828 shares for an aggregate purchase price of $300 million which is included in treasury stock in the accompanying Hertz Global consolidated balance sheets as of December 31, 2022 and 2021.
Share Repurchase Programs for Common Stock
On November 29, 2021, Hertz Global's Board approved the 2021 Share Repurchase Program that authorized the repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock. Between the inception of the 2021 Share Repurchase Program and December 31, 2021, a total of 17,106,026 shares of Hertz Global's
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
common stock were repurchased by Hertz Global at an average share price of $23.83, resulting in an aggregate purchase price of $408 million. In 2022, the Company completed the 2021 Share Repurchase Program by repurchasing 80,677,021 shares of Hertz Global's common stock during the first and second quarters of 2022 at an average share price of $19.74 for an aggregate purchase price of $1.6 billion. Under the completed 2021 Share Repurchase Program, a total of 97,783,047 shares of Hertz Global common stock were repurchased for an aggregate purchase price of $2.0 billion.
In June 2022, Hertz Global's Board of Directors approved the 2022 Share Repurchase Program that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. Between the inception and December 31, 2022, a total of 47,303,009 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $17.64 for an aggregate purchase price of $835 million.
Between January 1, 2023 and January 26, 2023, a total of 1,079,647 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $16.51 resulting in an aggregate purchase price of $18 million.
Common shares repurchased are included in treasury stock in the accompanying Hertz Global consolidated balance sheets as of December 31, 2022 and 2021. Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.
Any repurchases will be made at the discretion of Hertz Global's management through a variety of methods, such as open-market transactions (including pre-set trading plans pursuant to Rule 10b5-1 of the Exchange Act), privately negotiated transactions, accelerated share repurchases, and other transactions in accordance with applicable securities laws. The share repurchase authorization has no initial time limit, does not obligate Hertz Global to acquire any particular amount of common stock, and can be discontinued at any time. There can be no assurance as to the timing or number of shares of any repurchases.
Note 18—Earnings (Loss) Per Common Share – Hertz Global
Basic earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding. Diluted earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, including Public Warrants, except when the effect would be anti-dilutive.
For the years ended December 31, 2022 and 2021, the diluted weighted-average shares outstanding included the dilutive impact of Public Warrants where the Company assumed share settlement of the Public Warrants as of the beginning of the reporting period. Additionally, the Company removes the change in fair value of Public Warrants when computing diluted earnings (loss) per common share, when the impact of Public Warrants is dilutive.
As disclosed in Note 17, "Equity – Hertz Global," in December 2021 all shares of the Series A Preferred Stock were repurchased by Hertz Global. The difference between the carrying value of the Series A Preferred Stock and the redemption value paid by Hertz Global was deemed a dividend to the holders of Hertz Global's Series A Preferred Stock, along with certain fees for purposes of computing basic and diluted earnings per share below. As dividends represent earnings that were not available to the holders of Hertz Global's common stock when computing basic and diluted earnings (loss) per common share, they are reflected as an adjustment to net income (loss) available to common stockholders when computing basic and diluted earnings (loss) per common share for Hertz Global for the year ended December 31, 2021.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions, except per share data) | 2022 | | 2021 | | 2020 |
| Numerator: | | | | | |
| Net income (loss) attributable to Hertz Global | $ | 2,059 | | | $ | 366 | | | $ | (1,714) | |
Series A Preferred Stock deemed dividends(1) | — | | | (450) | | | — | |
| Net income (loss) available to Hertz Global common stockholders, basic | 2,059 | | | (84) | | | (1,714) | |
| Change in fair value of Public Warrants | (704) | | | — | | | — | |
| Net income (loss) available to Hertz Global common stockholders, diluted | $ | 1,355 | | | $ | (84) | | | $ | (1,714) | |
| Denominator: | | | | | |
| Basic weighted-average common shares outstanding | 379 | | | 315 | | | 150 | |
| Dilutive effect of stock options, RSUs and PUs | 1 | | | — | | | — | |
| Dilutive effect of Public Warrants | 23 | | | — | | | — | |
Diluted weighted-average common shares outstanding(2) | 403 | | | 315 | | | 150 | |
| Antidilutive Public Warrants | — | | | 14 | | | — | |
| Antidilutive stock options, RSUs and PSUs | 6 | | | 1 | | | 2 | |
| Total antidilutive | 6 | | | 15 | | | 2 | |
| Earnings (loss) per common share: | | | | | |
| Basic | $ | 5.43 | | | $ | (0.27) | | | $ | (11.44) | |
| | | | | |
| Diluted | $ | 3.36 | | | $ | (0.27) | | | $ | (11.44) | |
(1) Reflects the difference between the carrying value of the Series A Preferred Stock and the redemption value paid by Hertz Global, including approximately $7 million in certain fees.
(2) Under the Plan of Reorganization approved by the Bankruptcy Court, the 2021 Rights Offering subscription was made available to eligible existing stockholders on a pro rata basis to their existing common stock interests; therefore diluted earnings (loss) per common share have not been retrospectively adjusted for reporting periods prior to the Effective Date for the 2021 Rights Offering.
Note 19—Public Warrants - Hertz Global
On the Effective Date, in accordance with the Plan of Reorganization and the Public Warrant Agreement, reorganized Hertz Global issued 89,049,029 Public Warrants with an initial exercise price of $13.80 per Public Warrant, subject to certain conditions. The Public Warrants allow the holders to purchase up to 18% of the aggregate number of reorganized Hertz Global common interests issued and outstanding as of the Effective Date. Each Public Warrant will entitle the holders to receive one share of reorganized Hertz Global common stock. The Public Warrants have a 30-year term and are exercisable from the date of issuance until June 30, 2051, at which time any unexercised Public Warrants will expire, and the rights of the holders to purchase reorganized Hertz Global common stock will terminate. The exercise price of the Public Warrants is subject to adjustment from time to time upon any payment of cash dividends relating to reorganized Hertz Global's common stock and the occurrence of certain dilutive events as described in the Public Warrant Agreement. As of December 31, 2022, the exercise price remains $13.80.
Between the Effective Date and December 31, 2021, 6,040,280 Public Warrants were exercised, of which 428,102 were cashless exercises and 5,612,178 were exercised for $13.80 per share. During the year ended December 31, 2022, 245,959 Public Warrants were exercised, of which 60,661 were cashless exercises and 185,298 were exercised for $13.80 per share.
The Public Warrants are freely transferable, subject only to applicable securities laws and the restrictions on transfers and sales of Public Warrants and reorganized Hertz Global's common stock. On November 9, 2021, the
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Public Warrants began trading on Nasdaq under the trading symbol "HTZWW." The Public Warrants previously traded on the over-the-counter market.
The Company accounts for the Public Warrants in accordance with the provisions of Topic 480, under which the Public Warrants meet the definition of a freestanding financial instrument. Although these are publicly traded warrants, they are classified as liabilities due to certain settlement provisions that are only applicable in the event of change of control (as defined by the Public Warrant Agreement). The Public Warrants are recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2022 and 2021. See Note 13, "Fair Value Measurements."
Note 20—Segment Information
The Company's chief operating decision maker assesses performance and allocates resources based upon the financial information for the Company's reportable segments. The Company has identified two reportable segments, which are consistent with its operating segments and organized based on the products and services provided and the geographic areas in which business is conducted, as follows:
•Americas RAC - Rental of vehicles, as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and
•International RAC - Rental of vehicles, as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the Caribbean.
In the second quarter of 2021, as a result of the Donlen Sale, as disclosed in Note 3, "Divestitures," the All Other Operations reportable segment, which consisted primarily of the Company's former Donlen business, was no longer deemed a reportable segment.
In addition to its reportable segments and other operating activities, the Company has corporate operations ("Corporate") which includes general corporate assets and expenses and certain interest expense (including net interest on non-vehicle debt). Corporate includes other items necessary to reconcile the reportable segments to the Company's total amounts.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables provide significant statement of operations and balance sheet information by reportable segment for each of Hertz Global and Hertz, as well as Adjusted EBITDA, the measure used to determine segment profitability. | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Revenues | | | | | |
| Americas RAC | $ | 7,280 | | | $ | 6,215 | | | $ | 3,756 | |
| International RAC | 1,405 | | | 985 | | | 872 | |
| Total reportable segments | 8,685 | | | 7,200 | | | 4,628 | |
All other operations(1) | — | | | 136 | | | 630 | |
| Total Hertz Global and Hertz | $ | 8,685 | | | $ | 7,336 | | | $ | 5,258 | |
| Depreciation of revenue earning vehicles and lease charges, net | | | | | |
| Americas RAC | $ | 553 | | | $ | 343 | | | $ | 1,352 | |
| International RAC | 148 | | | 154 | | | 243 | |
| Total reportable segments | 701 | | | 497 | | | 1,595 | |
All other operations(1) | — | | | — | | | 435 | |
| Total Hertz Global and Hertz | $ | 701 | | | $ | 497 | | | $ | 2,030 | |
| Depreciation and amortization, non-vehicle assets | | | | | |
| Americas RAC | $ | 114 | | | $ | 166 | | | $ | 182 | |
| International RAC | 13 | | | 16 | | | 19 | |
| Total reportable segments | 127 | | | 182 | | | 201 | |
All other operations(1) | — | | | 2 | | | 10 | |
Corporate | 15 | | | 12 | | | 14 | |
| Total Hertz Global and Hertz | $ | 142 | | | $ | 196 | | | $ | 225 | |
| Interest expense, net | | | | | |
| Americas RAC | $ | 60 | | | $ | 198 | | | $ | 259 | |
| International RAC | 19 | | | 62 | | | 80 | |
| Total reportable segments | 79 | | | 260 | | | 339 | |
All other operations(1) | — | | | 13 | | | 40 | |
Corporate | 249 | | | 196 | | | 229 | |
| Total Hertz Global | 328 | | | 469 | | | 608 | |
| Hertz interest income from loan to Hertz Global | — | | | — | | | (2) | |
Total - Hertz | $ | 328 | | | $ | 469 | | | $ | 606 | |
| Adjusted EBITDA | | | | | |
| Americas RAC | $ | 2,292 | | | $ | 2,173 | | | $ | (810) | |
| International RAC | 350 | | | 90 | | | (229) | |
| Total reportable segments | 2,642 | | | 2,263 | | | (1,039) | |
All other operations(1) | — | | | 13 | | | 93 | |
Corporate | (337) | | | (146) | | | (49) | |
| Total Hertz Global and Hertz | $ | 2,305 | | | $ | 2,130 | | | $ | (995) | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | | | | | | | | | | |
| As of December 31, |
| (In millions) | 2022 | | 2021 |
| Revenue earning vehicles, net | | | |
| Americas RAC | $ | 10,813 | | | $ | 7,897 | |
| International RAC | 1,682 | | | 1,329 | |
| Total reportable segments | 12,495 | | | 9,226 | |
| Total Hertz Global and Hertz | $ | 12,495 | | | $ | 9,226 | |
| Property and equipment, net | | | |
| Americas RAC | $ | 482 | | | $ | 449 | |
| International RAC | 64 | | | 67 | |
| Total reportable segments | 546 | | | 516 | |
Corporate | 91 | | | 92 | |
| Total Hertz Global and Hertz | $ | 637 | | | $ | 608 | |
| Total assets | | | |
| Americas RAC | $ | 17,645 | | | $ | 14,352 | |
| International RAC | 3,638 | | | 2,978 | |
| Total reportable segments | 21,283 | | | 17,330 | |
Corporate | 1,214 | | | 2,453 | |
Total Hertz Global(2) | 22,497 | | | 19,783 | |
| Corporate - Hertz | (1) | | | (3) | |
Total Hertz(2) | $ | 22,496 | | | $ | 19,780 | |
(1) Substantially comprised of the Company's Donlen business, which was sold on March 30, 2021.
(2) The consolidated total assets of Hertz Global and Hertz as of December 31, 2022 and 2021 included total assets of VIEs of $1.3 billion and $734 million, respectively, which can only be used to settle obligations of the VIEs. See "Pledges Related to Vehicle Financing" in Note 6, "Debt," and "Termination of 767 Auto Leasing Agreement" in Note 3, "Divestitures," for further information.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Revenue earning vehicles and non-vehicle capital assets | | | | | |
| Americas RAC: | | | | | |
Expenditures | $ | (9,352) | | | $ | (5,935) | | | $ | (4,059) | |
Proceeds from disposals | 5,768 | | | 2,137 | | | 7,965 | |
Net expenditures - Hertz Global and Hertz | $ | (3,584) | | | $ | (3,798) | | | $ | 3,906 | |
| International RAC: | | | | | |
Expenditures | $ | (1,379) | | | $ | (1,123) | | | $ | (930) | |
Proceeds from disposals | 741 | | | 626 | | | 1,855 | |
Net expenditures - Hertz Global and Hertz | $ | (638) | | | $ | (497) | | | $ | 925 | |
| All other operations: | | | | | |
Expenditures | $ | — | | | $ | (155) | | | $ | (615) | |
Proceeds from disposals | — | | | 70 | | | 335 | |
Net expenditures - Hertz Global and Hertz | $ | — | | | $ | (85) | | | $ | (280) | |
| Corporate: | | | | | |
Expenditures | $ | (15) | | | $ | (12) | | | $ | (36) | |
Proceeds from disposals | 1 | | | 1 | | | 3 | |
Net expenditures - Hertz Global and Hertz | $ | (14) | | | $ | (11) | | | $ | (33) | |
The Company operates in the U.S. and in international countries. International operations are substantially in Europe. The operations within major geographic areas for each of Hertz Global and Hertz are summarized below:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Revenues | | | | | |
| U.S. | $ | 6,985 | | | $ | 6,186 | | | $ | 4,271 | |
International | 1,700 | | | 1,150 | | | 987 | |
Total Hertz Global and Hertz | $ | 8,685 | | | $ | 7,336 | | | $ | 5,258 | |
| | | | | | | | | | | |
| As of December 31, |
| (In millions) | 2022 | | 2021 |
| Revenue earning vehicles, net | | | |
| U.S. | $ | 10,427 | | | $ | 7,639 | |
International | 2,068 | | | 1,587 | |
Total Hertz Global and Hertz | $ | 12,495 | | | $ | 9,226 | |
| Property and equipment, net | | | |
| U.S. | $ | 558 | | | $ | 527 | |
International | 79 | | | 81 | |
Total Hertz Global and Hertz | $ | 637 | | | $ | 608 | |
| | | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | | | | | | | | | | |
| As of December 31, |
| (In millions) | 2022 | | 2021 |
| Total assets | | | |
U.S. | $ | 18,149 | | | $ | 16,174 | |
| International | 4,348 | | | 3,609 | |
| Total Hertz Global | 22,497 | | | 19,783 | |
| U.S. - Hertz | (1) | | | (3) | |
| Total Hertz | $ | 22,496 | | | $ | 19,780 | |
Reconciliations of Adjusted EBITDA by reportable segment to consolidated amounts are summarized below:
Hertz Global
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Adjusted EBITDA: | | | | | |
| Americas RAC | $ | 2,292 | | | $ | 2,173 | | | $ | (810) | |
| International RAC | 350 | | | 90 | | | (229) | |
| Total reportable segments | 2,642 | | | 2,263 | | | (1,039) | |
All other operations(1) | — | | | 13 | | | 93 | |
Corporate(2) | (337) | | | (146) | | | (49) | |
| Total Hertz Global | 2,305 | | | 2,130 | | | (995) | |
| Adjustments: | | | | | |
| Non-vehicle depreciation and amortization | (142) | | | (196) | | | (225) | |
Non-vehicle debt interest, net(3) | (169) | | | (185) | | | (153) | |
Vehicle debt-related charges(4) | (35) | | | (72) | | | (55) | |
Restructuring and restructuring related charges(5) | (45) | | | (76) | | | (64) | |
Technology-related intangible and other asset impairments(6) | — | | | — | | | (213) | |
Reorganization items, net(7) | — | | | (677) | | | (175) | |
Pre-reorganization charges and non-debtor financing charges(8) | — | | | (42) | | | (109) | |
Gain from the Donlen Sale(9) | — | | | 400 | | | — | |
Change in fair value of Public Warrants(10) | 704 | | | (627) | | | — | |
Unrealized gains (losses) on financial instruments(11) | 111 | | | 4 | | | 3 | |
Litigation settlements(12) | (168) | | | — | | | — | |
Other items(13) | (112) | | | 24 | | | (66) | |
| Income (loss) before income taxes | $ | 2,449 | | | $ | 683 | | | $ | (2,052) | |
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Hertz
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2022 | | 2021 | | 2020 |
| Adjusted EBITDA: | | | | | |
| Americas RAC | $ | 2,292 | | | $ | 2,173 | | | $ | (810) | |
| International RAC | 350 | | | 90 | | | (229) | |
| Total reportable segments | 2,642 | | | 2,263 | | | (1,039) | |
All other operations(1) | — | | | 13 | | | 93 | |
Corporate(2) | (337) | | | (146) | | | (49) | |
| Total Hertz | 2,305 | | | 2,130 | | | (995) | |
| Adjustments: | | | | | |
| Non-vehicle depreciation and amortization | (142) | | | (196) | | | (225) | |
Non-vehicle debt interest, net(3) | (169) | | | (185) | | | (151) | |
Vehicle debt-related charges(4) | (35) | | | (72) | | | (55) | |
Restructuring and restructuring related charges(5) | (45) | | | (76) | | | (64) | |
Technology-related intangible and other asset impairments(6) | — | | | — | | | (213) | |
Reorganization items, net(7) | — | | | (513) | | | (175) | |
Pre-reorganization charges and non-debtor financing charges(8) | — | | | (42) | | | (109) | |
Gain from the Donlen Sale(9) | — | | | 400 | | | — | |
Unrealized gains (losses) on financial instruments(11) | 111 | | | 4 | | | 3 | |
Litigation settlements(12) | (168) | | | — | | | — | |
Other items(13) | (112) | | | 24 | | | (66) | |
Write-off of intercompany loan(14) | — | | | — | | | (133) | |
| Income (loss) before income taxes | $ | 1,745 | | | $ | 1,474 | | | $ | (2,183) | |
(1)Substantially comprised of the Company's Donlen business, which was sold on March 30, 2021 as disclosed in Note 3, "Divestitures."
(2)Represents other reconciling items primarily consisting of general corporate expenses and non-vehicle interest expense, as well as other business activities.
(3)In 2021, includes $8 million of loss on extinguishment of debt associated with the payoff and termination of the HIL Credit Agreement resulting from the implementation of the Plan of Reorganization.
(4)Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.
(5)Represents charges incurred under restructuring actions as defined in U.S. GAAP. See Note 10, "Restructuring," for further information. Also includes restructuring related charges such as incremental costs incurred directly supporting business transformation initiatives.
(6)For 2020, represents a $193 million impairment of technology-related intangible assets and capitalized cloud computing implementations costs and a $20 million impairment of the Hertz tradename, as disclosed in Note 5, "Goodwill and Intangible Assets, Net."
(7)Represents charges incurred associated with the filing of and the emergence from the Chapter 11 Cases, as disclosed in Note 21, "Reorganization Items, Net."
(8)Represents charges incurred prior to the filing of the Chapter 11 Cases comprised of preparation charges for the reorganization, such as professional fees. Also, includes certain non-debtor financing and professional fee charges.
(9)Represents the net gain from the sale of the Company's Donlen business on March 30, 2021 as disclosed in Note 3, "Divestitures."
(10)Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.
(11)Represents unrealized gains (losses) on derivative financial instruments. See Note 12, "Financial Instruments."
(12)Represents payments made for the settlement of certain claims related to alleged false arrests. See Note 15, "Contingencies and Off-Balance Sheet Commitments."
(13)Represents miscellaneous items. For 2022, primarily includes certain bankruptcy claims, certain professional fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges. For 2021, primarily includes $100 million associated with the suspension of depreciation during the first quarter for the Donlen business while classified as held for sale, partially offset by $17 million for certain professional fees, $14 million of charges related to the settlement of bankruptcy claims, charges for a multiemployer pension plan withdrawal liability and letter of credit fees. For 2020, primarily includes $16 million associated with the Donlen Sale, partially offset by charges of $18 million for losses associated with certain vehicle damages which were recorded in the second quarter, costs associated with the Company's information technology and finance transformation programs, partially offset by a $20 million gain on the sale of non-vehicle capital assets, which was recorded in the first quarter.
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(14)For 2020, represents the write-off of the 2019 Master Loan between Hertz and Hertz Holdings, as disclosed in Note 16, "Related Party Transactions."
Note 21—Reorganization Items, Net
The Debtors incurred incremental costs as a result of the Chapter 11 Cases and settlement of liabilities under the Plan of Reorganization which were recorded as reorganization items, net in the accompanying consolidated statements of operations for the years ended December 31, 2021 and 2020.
The following tables summarize reorganization items, net:
Hertz Global
| | | | | | | | | | | | | | | |
| | | | | |
| | | Years Ended December 31, |
| (In millions) | | | | | 2021 | | 2020 |
| Professional fees and other bankruptcy related costs | | | | | $ | 257 | | | $ | 175 | |
Loss on extinguishment of debt(1) | | | | | 191 | | | — | |
| Backstop fee | | | | | 164 | | | — | |
Breakup fee(2) | | | | | 77 | | | — | |
| Contract settlements | | | | | 25 | | | — | |
Cancellation of share-based compensation grants(3) | | | | | (10) | | | — | |
| Net gain on settlement of liabilities subject to compromise | | | | | (22) | | | — | |
| Other, net | | | | | (5) | | | — | |
| Reorganization items, net | | | | | $ | 677 | | | $ | 175 | |
Hertz
| | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| (In millions) | | | | | 2021 | | 2020 |
| Professional fees and other bankruptcy related costs | | | | | $ | 257 | | | $ | 175 | |
Loss on extinguishment of debt(1) | | | | | 191 | | | — | |
Breakup fee(2) | | | | | 77 | | | — | |
| Contract settlements | | | | | 25 | | | — | |
Cancellation of share-based compensation grants(3) | | | | | (10) | | | — | |
| Net gain on settlement of liabilities subject to compromise | | | | | (22) | | | — | |
| Other, net | | | | | (5) | | | — | |
| Reorganization items, net | | | | | $ | 513 | | | $ | 175 | |
(1) Includes loss on extinguishment of debt resulting from the implementation of the Plan of Reorganization on the Effective Date. Primarily composed of write-offs of unamortized deferred loan origination costs and early termination fees associated with terminated debt agreements. See Note 6, "Debt," for further information.
(2) Breakup fee paid to prior plan sponsors and certain of their respective affiliates and holders of certain notes upon emergence from Chapter 11 in accordance with an equity purchase and commitment agreement entered into on April 3, 2021, which was subsequently terminated.
(3) See Note 8, "Stock-Based Compensation," for further details.
Cash payments during the year ended December 31, 2021 totaled $485 million. As of December 31, 2021, $25 million was recorded in accounts payable in the accompanying consolidated balance sheet, which was paid through the claim settlement process during the first half of 2022.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY BALANCE SHEETS
(In millions, except par value)
| | | | | | | | | | | |
| December 31, |
| 2022 | | 2021 |
| ASSETS | | | |
| Cash and cash equivalents | $ | — | | | $ | 1 | |
| Restricted cash and cash equivalents | — | | | — | |
| Total cash and cash equivalents and restricted cash and cash equivalents | — | | | 1 | |
| Non-vehicle receivables, net of allowance | — | | | 1 | |
| Prepaid expenses and other assets | 1 | | | 1 | |
| Investments in subsidiaries, net | 3,279 | | | 4,350 | |
| Deferred income taxes, net | 3 | | | 2 | |
| Total assets | $ | 3,283 | | | $ | 4,355 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| Accrued liabilities | $ | 21 | | | $ | 54 | |
| Public Warrants | 617 | | | 1,324 | |
| | | |
| Total liabilities | 638 | | | 1,378 | |
| Stockholders' equity: | | | |
Preferred stock, $0.01 par value, no shares issued and outstanding | — | | | — | |
Common stock, $0.01 par value, 478,914,062 and 477,233,278 shares issued, respectively and 323,483,178 and 449,782,424 shares outstanding, respectively | 5 | | | 5 | |
| Additional paid-in capital | 6,326 | | | 6,209 | |
| Retained earnings (Accumulated deficit) | (256) | | | (2,315) | |
| Accumulated other comprehensive income (loss) | (294) | | | (214) | |
| Equity before treasury stock | 5,781 | | | 3,685 | |
Treasury stock, at cost, 155,430,884 and 27,450,854 common shares as of December 31, 2022 and 2021, respectively | (3,136) | | | (708) | |
| Total stockholders' equity | 2,645 | | | 2,977 | |
| Total liabilities and stockholders' equity | $ | 3,283 | | | $ | 4,355 | |
The accompanying notes are an integral part of these financial statements.
SCHEDULE I (Continued)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Total Revenues | $ | — | | | $ | — | | | $ | — | |
| Expenses: | | | | | |
Interest expense, net | — | | | — | | | 2 | |
| Write-off of intercompany loan | — | | | — | | | (133) | |
| Reorganization items, net | — | | | 164 | | | — | |
| Change in fair value of Public Warrants | (704) | | | 627 | | | — | |
Total expenses | (704) | | | 791 | | | (131) | |
| Income (loss) before income taxes and equity in earnings (losses) of subsidiaries | 704 | | | (791) | | | 131 | |
Income tax (provision) benefit | — | | | — | | | 1 | |
Equity in earnings (losses) of subsidiaries, net of tax | 1,355 | | | 1,157 | | | (1,846) | |
| | | | | |
| | | | | |
| Net income (loss) | 2,059 | | | 366 | | | (1,714) | |
| Series A Preferred Stock deemed dividends | — | | | (450) | | | — | |
| Net income (loss) available to Hertz Holdings common stockholders | $ | 2,059 | | | $ | (84) | | | $ | (1,714) | |
The accompanying notes are an integral part of these financial statements.
SCHEDULE I (Continued)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Net income (loss) | $ | 2,059 | | | $ | 366 | | | $ | (1,714) | |
| Total other comprehensive income (loss) | (80) | | | (2) | | | (23) | |
| Total comprehensive income (loss) | $ | 1,979 | | | $ | 364 | | | $ | (1,737) | |
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY STATEMENTS OF CASH FLOWS
(In millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Net cash provided by (used in) operating activities | $ | — | | | $ | — | | | $ | (3) | |
| Cash flows from financing activities: | | | | | |
| | | | | |
| Proceeds from loans with Hertz | — | | | — | | | 5 | |
| Proceeds from Plan Sponsors | — | | | 2,781 | | | — | |
| Proceeds from 2021 Rights Offering, net | — | | | 1,639 | | | — | |
| Contributions to Hertz | — | | | (5,642) | | | — | |
| Proceeds from exercises of Public Warrants | 3 | | | 77 | | | — | |
| Proceeds from issuance of preferred stock, net | — | | | 1,433 | | | — | |
| Distributions to common stockholders | — | | | (239) | | | — | |
| Share repurchases | (2,461) | | | (654) | | | — | |
| Repurchase of preferred stock | — | | | (1,883) | | | — | |
| Dividends from Hertz | 2,477 | | | 2,470 | | | — | |
| Proceeds from issuance of stock, net | — | | | — | | | 28 | |
| Other | (20) | | | (9) | | | (2) | |
| Net cash provided by (used in) financing activities | (1) | | | (27) | | | 31 | |
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period | (1) | | | (27) | | | 28 | |
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 1 | | | 28 | | | — | |
| Cash and cash equivalents and restricted cash and cash equivalents at end of period | $ | — | | | $ | 1 | | | $ | 28 | |
| | | | | |
| | | | | |
| | | | | |
The accompanying notes are an integral part of these financial statements.
SCHEDULE I (Continued)
HERTZ GLOBAL HOLDINGS, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
Note 1—Background and Basis of Presentation
Hertz Global Holdings, Inc. was incorporated in Delaware in 2015 and wholly owns Rental Car Intermediate Holdings, LLC which wholly owns Hertz, Hertz Global's primary operating company.
On May 22, 2020, Hertz Global, Hertz and certain of their direct and indirect subsidiaries in the U.S. and Canada filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. On June 30, 2021, these entities emerged from bankruptcy.
These condensed parent company financial statements reflect the activity of Hertz Holdings as the parent company to Hertz and have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Hertz exceed 25% of the consolidated net assets of Hertz Holdings. This information should be read in conjunction with the consolidated financial statements of Hertz Global included in this 2022 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."
Note 2—Contingencies
For a discussion of the commitments and contingencies of Hertz Holdings, refer to the section below included in Note 15, "Contingencies and Off-Balance Sheet Commitments," to the Notes to its consolidated financial statements included in this 2022 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."
•Litigation Against Former Executives
The remaining sections of Note 15, "Contingencies and Off-Balance Sheet Commitments," and Note 9, "Leases," to the Notes to its consolidated financial statements included in this 2022 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data," describe the commitments and contingencies of Hertz Holdings, including its subsidiaries.
Note 3—Dividends
In 2022, $2.5 billion in cash dividends were paid to Hertz Holdings to fund common stock repurchases and in 2021, $2.5 billion in cash dividends were paid by Hertz to Hertz Holdings to fund preferred stock and common stock share repurchases, as further disclosed in Note 17, "Equity – Hertz Global" to the Notes to its consolidated financial statements in this 2022 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data." Additionally, in December 2021, a $65 million tax-related liability for a loan due from Hertz to Hertz Holdings was settled via a non-cash distribution as further disclosed in Note 16, "Related Party Transactions," to the Notes to its consolidated financial statements in this 2022 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data." There were no non-cash dividends paid by Hertz in 2022, 2021 or 2020.
Note 4—Share Repurchases
For a discussion of the share repurchase programs of Hertz Holdings, refer to Note 17, "Equity – Hertz Global" to the Notes to its consolidated financial statements in this 2022 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data." In 2022 and 2021, Hertz Holdings repurchased 127,980,030 shares and 27,450,854 shares, respectively, for $2.4 billion and $708 million, respectively. These amounts are included in treasury stock in the accompanying parent-only balance sheets of Hertz Holdings as of December 31, 2022 and 2021.
Between January 1, 2023 and January 26, 2023, Hertz Holdings repurchased a total of 1,079,647 shares for $18 million.