HERTZ CORP
10-Q, 1994-08-15
AUTO RENTAL & LEASING (NO DRIVERS)
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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

    [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended June 30, 1994 
                               OR
    [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934

    Commission file number 1-7541

                      THE HERTZ CORPORATION               
     (Exact name of registrant as specified in its charter)

             Delaware                             13-1938568     
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)             Identification No.)

      225 Brae Boulevard, Park Ridge, New Jersey 07656-0713
                  (Address of principal executive offices)
                           (Zip Code)

                           (201) 307-2000                 
      (Registrant's telephone number, including area code)

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

The registrant meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing
this Form with the reduced disclosure format permitted by General
Instruction H(2) of Form 10-Q.

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

Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of June 30, 1994:  Common
Stock, $1 par value - Class A, 200 shares; Class B, 51 shares;
and Class C, 490 shares.

                       Page 1 of 18 pages
                 The Exhibit Index is on page 17
<PAGE>
                 PART I - FINANCIAL INFORMATION



ITEM l. FINANCIAL STATEMENTS.


                     INTRODUCTORY STATEMENT



    The summary of accounting policies set forth in Note 1 to the
consolidated financial statements contained in the Form 10-K for
the fiscal year ended December 31, 1993, filed by the registrant
with the Securities and Exchange Commission on March 8, 1994, has
been followed in preparing the accompanying condensed
consolidated financial statements, except, effective January 1,
1994, the registrant adopted the provisions of Financial
Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" (see Note 5 to the Notes to
Condensed Consolidated Financial Statements).


    The condensed consolidated financial statements for interim
periods included herein have not been audited by independent
public accountants.  In the registrant's opinion, all adjustments
(which include only normal recurring adjustments) necessary for a
fair presentation of the results of operations for the interim
periods have been made.  Results for interim periods are not
necessarily indicative of results for a full year.


                              - 2 -
<PAGE>
             THE HERTZ CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEET
                    (In Thousands of Dollars)

                        A  S  S  E  T  S

                                                Unaudited       
                                           June 30,    Dec. 31,
                                             1994        1993   
CASH AND EQUIVALENTS                     $  113,263  $   88,557 
RECEIVABLES, less allowance for 
  doubtful accounts: 1994, $7,635; 
  1993, $6,862                              519,177     434,423 
DUE FROM AFFILIATES                         209,044     328,512 
INVENTORIES, at lower of cost or market      31,493      33,643 
PREPAID EXPENSES AND OTHER ASSETS (Note 5)  101,832     121,776 
REVENUE EARNING VEHICLES AND OTHER 
  EQUIPMENT, at cost, less accumulated 
  depreciation: 1994, $488,881; 1993, 
  $418,692                                4,769,735   2,702,552 
PROPERTY AND EQUIPMENT, at cost, 
  less accumulated depreciation: 
  1994, $394,609; 1993, $358,781            417,411     384,598 
FRANCHISES, CONCESSIONS, CONTRACT COSTS   
  AND LEASEHOLDS, net of amortization         6,999       7,192 
COST IN EXCESS OF NET ASSETS OF PURCHASED
  BUSINESSES, net of amortization           578,241     587,245 
                                         $6,747,195  $4,688,498 

              LIABILITIES AND SHAREHOLDERS' EQUITY

ACCOUNTS PAYABLE                         $  525,937  $  328,957 
ACCRUED LIABILITIES                         478,941     422,743 
ACCRUED TAXES                                80,392      70,849 
DEBT (Note 3)                             4,654,874   2,940,495 
PUBLIC LIABILITY AND PROPERTY DAMAGE        291,306     264,158 
DEFERRED TAXES ON INCOME                     53,000      44,600 

SHAREHOLDERS' EQUITY (Note 4):
  Preferred stock -
    Series A, 10% cumulative                236,000     340,000 
    Series B, various rates cumulative      249,900      99,900 
  Common stock                                    1           1 
  Additional capital paid-in                 59,056     100,099 
  Reinvested earnings                       130,740     105,445 
  Translation adjustment                    (12,699)    (28,749)
  Unrealized holding losses for
   available-for-sale securities (Note 5)      (253)        -   
    Total shareholders' equity              662,745     616,696 
                                         $6,747,195  $4,688,498 
 The accompanying notes are an integral part of this statement.

                              - 3 -
<PAGE>
            THE HERTZ CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENT OF INCOME
                    (In Thousands of Dollars)

                            Unaudited



                                               Three Months
                                              Ended June 30,   
                                             1994        1993  


REVENUES                                   $825,912     $739,504 



EXPENSES:

  Direct operating                          439,634      428,480 
  
  Depreciation of revenue earning
    equipment (Note 2)                      172,800      131,798 
 

  Selling, general and administrative        94,682       89,938 
 

  Interest, net of interest income                  
    of $2,831 and $596 (Notes 3 and 4)       72,429       62,362 

                                            779,545      712,578 

INCOME BEFORE INCOME TAXES                   46,367       26,926 


PROVISION FOR TAXES ON INCOME 
  (Notes 1 and 4)                            20,006       13,813 

 
NET INCOME                                 $ 26,361     $ 13,113 









 The accompanying notes are an integral part of this statement.

                              - 4 -
<PAGE>
            THE HERTZ CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENT OF INCOME
                    (In Thousands of Dollars)

                            Unaudited



                                                Six Months
                                              Ended June 30,   
                                             1994        1993  


REVENUES                                  $1,520,715  $1,375,745 



EXPENSES:

  Direct operating                           846,343     824,689 
  
  Depreciation of revenue earning
    equipment (Note 2)                       321,623     255,836 
 

  Selling, general and administrative        179,317     168,816 

  Interest, net of interest income                  
    of $3,987 and $9,586 (Notes 3 and 4)     128,951     113,749 

                                           1,476,234   1,363,090 

INCOME BEFORE INCOME TAXES                    44,481      12,655 
  

PROVISION FOR TAXES ON INCOME 
  (Notes 1 and 4)                             19,186       6,415 


NET INCOME                                $   25,295  $    6,240 










 The accompanying notes are an integral part of this statement.

                              - 5 -
<PAGE>
            THE HERTZ CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                    (In Thousands of Dollars)
                            Unaudited
                                              Six Months
                                            Ended June 30,     
                                           1994         1993   
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                          $    25,295   $    6,240 

  Non-cash expenses:
    Depreciation of revenue earning 
      equipment                           321,623      255,836 
    Depreciation of property and 
      equipment                            31,856       32,764 
    Amortization of intangibles             9,660        9,697 
    Provision for public liability  
      and property damage                  86,693       69,974 
    Provision for losses for doubtful 
      accounts                              2,710        3,160 
    Deferred income taxes                   8,400       (7,100)

  Revenue earning equipment
    expenditures                       (3,946,053)  (3,156,478)

  Proceeds from sales of revenue 
    earning equipment                   1,608,502    1,473,111 
  
  Changes in assets and liabilities,
    net of effects from purchases 
    of various operations - 
      Receivables                         (71,440)     106,702 

      Due from affiliates                 119,468     (136,876)

      Inventories and prepaid expenses 
        and other assets                   29,789       36,221 

      Accounts payable                    186,174       (7,327)

      Accrued liabilities                  47,875       25,638 

      Accrued taxes                         7,446          152 

  Payments of public liability and 
    property damage claims and expenses   (58,629)     (48,691)

      Net cash flows used for 
        operating activities           (1,590,631)  (1,336,977)

 The accompanying notes are an integral part of this statement.

                              - 6 -
<PAGE>
            THE HERTZ CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                    (In Thousands of Dollars)
                            Unaudited
                                                Six Months
                                               Ended June 30,    
                                             1994         1993   
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property and equipment expenditures    $  (78,527)   $ (49,804)
  Proceeds from sales of property and 
    equipment                                19,995       20,392 
  Purchases of available-for-sale
    securities                               (3,671)         -   
  Proceeds from sale of available-for-
    sale securities                             514          -   
  Purchases of various operations, net 
    of cash acquired (see supplemental 
    disclosures below)                          -         (3,474)
      Net cash flows used for investing 
        activities                          (61,689)     (32,886)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of long-term
    debt                                    429,496      161,130 
  Repayment of long-term debt              (152,986)    (349,378)
  Short-term borrowings:
    Proceeds                                370,381      548,238 
    Repayments                             (165,247)     (81,929)
    Other, net                            1,338,326      902,991 
  Payment for the redemption of 
    common and preferred stock and
    related expenses                       (145,043)         -   
      Net cash flows provided from 
        financing activities              1,674,927    1,181,052 

EFFECT OF FOREIGN EXCHANGE RATE 
  CHANGES ON CASH                             2,099       (2,756)
NET INCREASE (DECREASE) IN CASH 
  AND EQUIVALENTS DURING THE PERIOD          24,706     (191,567)
CASH AND EQUIVALENTS AT BEGINNING OF 
  YEAR                                       88,557      268,019 
CASH AND EQUIVALENTS AT END OF PERIOD    $  113,263   $   76,452 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid (received) during the
  period for -
    Interest (net of amount capitalized) $  108,905   $  122,088 
    Income taxes                             11,045       (7,417)

   In connection with acquisitions made during the six months
ended June 30, 1993, liabilities assumed were $2.1 million.

The accompanying notes are an integral part of this statement.

                              - 7 -
<PAGE>
             THE HERTZ CORPORATION AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Taxes on Income

    The income tax provision is based upon the expected effective
tax rate applicable to the full year.  The effective tax rate is
higher than the U.S. statutory rate of 35% in 1994 and 34% in
1993 due to higher tax rates relating to foreign operations and
adjustment for state taxes net of federal benefit.

Note 2 - Depreciation of Revenue Earning Equipment

    Depreciation of revenue earning equipment includes the
following (in thousands of dollars):
                                                 Unaudited       
                                              1994         1993  
Three months Ended June 30

Depreciation of revenue earning equipment  $152,195     $122,160 
Less adjustment of depreciation upon 
  disposal of the equipment                 (12,415)     (10,836)
Rents paid for vehicles leased               33,020       20,474 

      Total                                $172,800     $131,798 

Six months Ended June 30

Depreciation of revenue earning equipment  $275,829     $221,215 
Less adjustment of depreciation upon 
  disposal of the equipment                 (19,475)     (18,412)
Rents paid for vehicles leased               65,269       53,033 

      Total                                $321,623     $255,836 

The adjustment of depreciation upon disposal of revenue earning
equipment for the three months ended June 30, 1994 and 1993
included net gains of $5.0 million and $4.3 million,
respectively, on the sale of equipment in the construction
equipment rental operations in the United States; net gains of
$7.4 million and $5.4 million, respectively, in the car rental
and car leasing operations primarily relating to foreign
operations; and in 1993, credits of $1.1 million resulting from
valuing pre-acquisition assets on a net of tax basis.

The adjustment of depreciation upon disposal of revenue earning
equipment for the six months ended June 30, 1994 and 1993
included net gains of $12.7 million and $9.4 million,
respectively, on the sale of equipment in the construction
equipment rental operations in the United States; net gains of
$6.8 million and $6.1 million, respectively, in the car rental
and car leasing operations primarily relating to foreign
operations; and in 1993, credits of $2.9 million resulting from
valuing pre-acquisition assets on a net of tax basis.

                              - 8 -
<PAGE>
            THE HERTZ CORPORATION AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 3 - Debt

    Debt at June 30, 1994 and December 31, 1993 consists of the
following (in thousands of dollars):
                                                  Unaudited      
                                             June 30,    Dec. 31,
                                               1994        1993  
Notes payable, including commercial paper,
  average interest rate: 1994, 4.5%; 
  1993, 3.4%                                $1,289,912 $  237,197
Promissory notes, average interest rate:
  1994, 7.5%; 1993, 8.3%; (effective 
  average interest rate: 1994, 7.7%; 1993, 
  8.6%); net of unamortized discount: 1994,
  $3,795; 1993, $2,549; due 1994 to 2005     1,468,865  1,025,111
Swiss Franc bonds, fixed U.S. dollar 
  obligation 11.1% (effective interest 
  rate 9.7%); including unamortized
  premium: 1994, $231; 1993, $330; due 1995     46,363     46,462
Property and equipment lease obligations, 
  average interest rate: 1994, 8.9%; 1993, 
  9.0%; due 1994 to 1998                         8,045      9,907
Medium term notes, average interest rate 
  9.3% (effective average interest rate 
  9.4%); net of unamortized
  discount: 1994, $87; 1993, $139; due
  1994 to 1997                                 195,338    226,411
Senior and other subordinated promissory 
  notes, average interest rate: 1994, 9.5%;
  1993, 7.4% (effective average interest 
  rate: 1994, 9.6%; 1993, 7.5%); net of 
  unamortized discount: 1994, $545; 1993,
  $621; due 1994 to 1998 (Note 4)              250,807    400,731
Junior subordinated promissory notes,
  average interest rate 6.9%; net of 
  unamortized discount: 1994, $351; 1993, 
  $372; due 2000 to 2003                       399,649    399,628
Subsidiaries' short-term debt in millions 
  (1994, $845.1; 1993, $463.1) and other 
  borrowings; average interest rate in 
  domestic and foreign currencies: 1994,
  6.0%; 1993, 7.1%; including unamortized
  discount: 1994, $57; 1993, $65               995,895    595,048

    Total                                   $4,654,874 $2,940,495


                              - 9 -
<PAGE>
             THE HERTZ CORPORATION AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 3 - Debt (continued)

  The aggregate amounts of maturities of debt for the twelve
month periods following June 30, 1994 are as follows (in
millions): 1995, $2,512.7 (including $2,280.0 of commercial paper
and short-term borrowings); 1996, $193.8; 1997, $215.8; 1998,
$412.6; 1999, $118.7; after 1999, $1,201.3.

  Interest expense for the three and six months ended June 30,
1994 and for the six months ended June 30, 1993 was reduced by
$1.6 million and $8.2 million, respectively, of interest income
relating to refunds of prior years state, local and federal
income taxes.

  At June 30, 1994, approximately $64 million of the registrant's
consolidated shareholders' equity was free of dividend
limitations pursuant to its existing debt agreements.

  On June 8, 1994, the registrant and Ford entered into a
revolving loan agreement under which the registrant may borrow
from Ford from time to time in amounts of up to $250 million
outstanding at any one time.  Obligations of the registrant under
the agreement would rank pari passu with the registrant's Senior
Debt Securities.  This agreement by its terms expires on June 30,
1999, on which date any amounts then outstanding thereunder are
required to be repaid.  In addition, at June 30, 1994, the
registrant had $238.9 million of outstanding loans from Ford.

  The registrant and its subsidiaries have entered into
arrangements to manage exposure to fluctuations in interest
rates.  These arrangements include primarily interest-rate swap
agreements and forward rate agreements.  The differential paid or
received on interest-rate swap agreements is recognized as an
adjustment to interest expense.  The effect of these agreements
is to make the registrant less susceptible to changes in interest
rates by effectively converting certain variable rate debt to
fixed rate debt.  Because interest rates for fixed rate debt are
generally higher than for variable rate debt, the effect at June
30, 1994 of the swap agreements is to give the registrant an
overall effective weighted-average rate on debt of 6.7%, with 35%
of debt effectively subject to variable interest rates, compared
to a weighted-average interest rate on debt of 6.6%, with 49% of
debt subject to variable interest rates when not considering the
swap agreements.  These agreements expressed in notional amounts
aggregated $667 million at June 30, 1994.  Notional amounts are
not reflective of the registrant's obligations under these
agreements because the registrant is only obligated to pay the


                             - 10 -
<PAGE>
            THE HERTZ CORPORATION AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 3 - Debt (continued)


net amount of interest rate differential between the fixed and
variable rates specified in the contracts.  At June 30, 1994, the
fair value of all contracts (notional principal of $715 million,
which includes $48 million of notional principal scheduled to
start after June 30, 1994) which is representative of the
registrant's obligations under these contracts, assuming the
contracts were terminated at that date, was approximately a net
payable of $3.7 million.   



Note 4 - Change in Ownership and Supplemental Disclosure of
  Noncash Investing and Financing Activities               

 
  In March 1994, Ford Motor Company ("Ford") acquired the
registrant's Common Stock owned by Commerzbank Aktiengesell-
schaft.  On April 29, 1994, the registrant redeemed its preferred
and common stock owned by AB Volvo for $145 million, borrowing
the funds from Ford to pay for the redemption, and Ford purchased
all of the common stock of the registrant owned by Park Ridge
Limited Partnership.  This resulted in the registrant becoming a
wholly owned subsidiary of Ford.  In addition, the $150 million
subordinated promissory note of the registrant held by Ford Motor
Credit Company, was exchanged for $150 million of Series B
Preferred Stock of the registrant.  In connection with these
transactions, notes payable were increased by $145 million,
Series A Preferred Stock was reduced by $104 million, and
Additional Capital Paid-in was reduced by $41 million; interest
expense was increased by $8.6 million and provision for taxes was
decreased by $3.0 million; and subordinated promissory notes were
reduced by $150 million and Series B Preferred Stock was
increased by $150 million.


  During the six months ended June 30, 1994, the registrant
purchased Ford vehicles at a cost of approximately $2.5 billion,
and sold Ford vehicles to Ford or its affiliates under various
repurchase programs for approximately $966 million.





                             - 11 -
<PAGE>
            THE HERTZ CORPORATION AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Change in Ownership and Supplemental Disclosure of
  Noncash Investing and Financing Activities (continued)   


  In 1992, the registrant entered into a lease agreement with a
third party lessor, Hertz Funding Corp. ("HFC"), providing for
the lease of vehicles purchased by HFC under a repurchase program
offered by Ford.  As with similar lease transactions with vehicle
manufacturers in the past, the registrant acts as lessee and
servicer relating to the acquisition and return of leased
vehicles owned by HFC.  Although the officers of HFC are
employees of the registrant, HFC is wholly owned by PAZ ABS
Corp., an entity unaffiliated with the registrant or any of its
subsidiaries, and the Board of Directors of HFC is controlled by
directors unaffiliated with the registrant or any of its
subsidiaries.  Under the lease, which is accounted for as an
operating lease, the registrant makes payments equal to the
monthly depreciation and all expenses (including interest) of HFC
and is responsible for the remaining net cost on any vehicles
that become ineligible under the repurchase program.  At June 30,
1994, the net cost of the vehicles leased under this agreement
was approximately $357 million.


Note 5 - Accounting Change


  Effective January 1, 1994, the registrant adopted the
provisions of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities", which
requires a more detailed disclosure of debt and equity securities
held for investment, the methods to be used in determining fair
value, and when to record unrealized holding gains and losses in
earnings or in a separate component of shareholders' equity.


  As of June 30, 1994, Prepaid Expenses and Other Assets include
available-for-sale securities at fair value of $5.9 million (cost
$6.1 million).  The fair value is calculated using information
provided by outside quotation services.  These securities include
various governmental and corporate debt obligations, with
maturity dates ranging from 1994 through 2014.  For the six
months ended June 30, 1994, proceeds of $514,400 from the sale of
available-for-sale securities were received, and a gross realized
loss of $26,850 was included in earnings.  Actual cost was used
in computing the realized loss on the sale.  For the six months
ended June 30, 1994, unrealized holding losses and unrealized
holding gains, net of taxes, included in Shareholders' Equity
were $281,262 and $28,400, respectively.


                             - 12 -
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.             



Second Quarter 1994 vs. Second Quarter 1993


    Revenues in the second quarter of 1994 of $826 million
increased by $86 million as compared to the second quarter of
1993.  This increase was primarily attributable to increases in
the car rental operations resulting from a greater number of
transactions due to increased travel and an increase in market
share, and improvements in construction equipment rental and
sales in the United States due to increased volume resulting from
improvements in the economy in the United States.  These
increases were partly offset by lower revenues in claim
administration and telecommunication services due to decreases in
volume, and from changes in foreign exchange rates.


    Total expenses increased $67 million to $780 million in the
second quarter of 1994 as compared to $713 million in the second
quarter of 1993.  Direct operating expense increased principally
due to the higher volume of business, but is lower in 1994 as a
percent of revenues due to more efficient fixed cost coverage. 
Depreciation of revenue earning equipment increased primarily due
to an increase in vehicles and equipment operated and higher
prices for automobiles; these increases were partly offset by
higher net proceeds received on disposal of revenue earning
equipment in excess of book value primarily related to a decrease
in the number of "risk" vehicles in the car rental operations,
gains on the sale of equipment in the construction equipment
rental operations in the United States principally due to
improvements in the economy in the United States, partly offset
by credits recorded in 1993 resulting from valuing certain pre-
acquisition assets on a net of tax basis.  Selling, general and
administrative expense increased primarily due to higher
advertising costs.   The increase in interest expense was
primarily due to higher debt levels in 1994 and $8.6 million
included in 1994 relating to interest receivable from Park Ridge
Limited Partnership which will not be collected, partly offset by
higher interest income in 1994.


    The tax provision of $20 million in the second quarter of
1994 was higher than the tax provision of $13.8 million in the
second quarter of 1993, primarily due to higher income before
income taxes in 1994 and changes in effective tax rates.  See
Note 1 to the Notes to Condensed Consolidated Financial
Statements.


                             - 13 -
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued). 



First Half of 1994 vs. First Half of 1993


   Revenues in the first half of 1994 of $1,521 million increased
by $145 million as compared to the first half of 1993.  This
increase was primarily attributable to increases in the car
rental operations resulting from a greater number of transactions
due to increased travel and an increase in market share, and
improvements in construction equipment rental and sales in the
United States due to increased volume resulting from improvements
in the economy in the United States.  These increases were partly
offset by lower revenues in claim administration and
telecommunication services due to decreases in volume, and from
changes in foreign exchange rates.


   Total expenses increased $113 million to $1,476 million in the
first half of 1994 as compared to $1,363 million in the first
half of 1993.  Direct operating expense increased principally due
to the higher volume of business, but is lower in 1994 as a
percent of revenues due to more efficient fixed cost coverage. 
Depreciation of revenue earning equipment increased primarily due
to an increase in vehicles and equipment operated and higher
prices for automobiles; these increases were partly offset by
higher net proceeds received on disposal of revenue earning
equipment in excess of book value primarily related to a decrease
in the number of "risk" vehicles in the car rental operations,
gains on the sale of equipment in the construction equipment
rental operations in the United States principally due to
improvements in the economy in the United States, partly offset
by credits recorded in 1993 resulting from valuing certain pre-
acquisition assets on a net of tax basis.   Selling, general and
administrative expense increased primarily due to higher
advertising costs.  The increase in interest expense was
primarily due to higher debt levels and lower interest income in
1994 and $8.6 million included in 1994 relating to interest
receivable from Park Ridge Limited Partnership which will not be
collected, partly offset by lower interest rates in 1994 in the
foreign operations.


   The tax provision of $19.2 million in the first half of 1994
was higher than the tax provision of $6.4 million in the first
half of 1993, primarily due to higher income before income taxes
in 1994 and changes in effective tax rates.  See Note 1 to the
Notes to Condensed Consolidated Financial Statements.


                             - 14 -
<PAGE>
                  PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

  (4)  Instruments defining the rights of security
       holders, including indentures.  During the quarter
       ended June 30, 1994, the registrant and its
       subsidiaries ("Hertz") incurred various
       obligations which could be considered as long-term
       debt, none of which exceeded 10% of the total
       assets of Hertz on a consolidated basis.  Hertz
       agrees to furnish to the Commission upon request a
       copy of any instrument defining the rights of the
       holders of such long-term debt.

 (12)  Computation of Ratio of Earnings to Fixed Charges for the
       six months ended June 30, 1994, and 1993.

(b) Reports on Form 8-K:

       The registrant filed Forms 8-K dated April 5, 1994 and
       June 23, 1994 reporting under Items 4, 5 and 7 thereof
       (i) instruments defining the rights of security holders,
       including indentures, in connection with the Registration
       Statements on Form S-3 (File Nos. 33-39145 and 33-62902)
       filed by the registrant with the Securities and Exchange
       Commission covering Senior and Senior and Junior
       Subordinated Debt Securities issuable under Indentures
       dated as of April 1, 1986, as supplemented, June 1, 1989,
       and July 1, 1993, and (ii) reporting a change in the
       registrant's certifying accountant.


                           SIGNATURES


 Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                  THE HERTZ CORPORATION
                                      (Registrant)



Date: August 15, 1994           By:    /s/ William Sider         
                                           William Sider
                                    Executive Vice President and
                                    Chief Financial Officer
                                    (principal financial officer
                                    and duly authorized officer)

                             - 15 -
<PAGE>
              SECURITIES AND EXCHANGE COMMISSION



                     WASHINGTON, D.C. 20549



                                            



                             EXHIBIT



                           filed with



                            FORM 10-Q



                      for the quarter ended



                          June 30, 1994



                              under



               THE SECURITIES EXCHANGE ACT OF 1934



                                           



                      THE HERTZ CORPORATION



                  Commission file number 1-7541




                             - 16 -
<PAGE>
                         EXHIBIT INDEX






Exhibit
  No.                    Description

  12                     Computation of Ratio of Earnings to
                         Fixed Charges for the six months ended
                         June 30, 1994 and 1993.








































                             - 17 -
<PAGE>
                                                     EXHIBIT 12




             THE HERTZ CORPORATION AND SUBSIDIARIES
 CONSOLIDATED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
             (In Thousands of Dollars Except Ratios)

                            Unaudited


                                                 Six Months
                                               Ended June 30,   
                                              1994        1993  

Income before income taxes                  $ 44,481    $ 12,655 


Interest expense                             124,352     123,335 
 

Portion of rent estimated to represent
  the interest factor                         43,590      41,882 


Earnings before income taxes and fixed 
  charges                                   $212,423    $177,872 


Interest expense (including capitalized
  interest)                                 $124,555    $123,432 

 
Portion of rent estimated to represent
  the interest factor                         43,590      41,882 


Fixed charges                               $168,145    $165,314 



Ratio of earnings to fixed charges               1.3         1.1












                             - 18 - 



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