Hertz 2012 Annual Report Download - page 183

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In May 2009 we entered into subscription agreements with investment funds affiliated with CD&R and
Carlyle to purchase an additional 32,101,182 shares of our common stock at a price of $6.23 per share
(the same price per share paid to us by the underwriters in the common stock public offering) with
proceeds to us of approximately $200.0 million. This closed on July 7, 2009 and the 32,101,182 shares of
our common stock were issued to CD&R and Carlyle affiliated investment funds on the same date. In
March 2011 and December 2012, the Sponsors sold 50,000,000 shares of their Hertz Holdings common
stock to Goldman, Sachs & Co. and 50,000,000 shares of their Hertz Holdings common stock to
J.P. Morgan, respectively, in each case as the sole underwriter in the registered public offering of those
shares. Giving effect to these offerings, the Sponsors’ ownership percentage in us is approximately 26%.
To date, Bank of America Corporation, and certain of its affiliates, collectively, ‘‘B of A,’’ (which are
affiliates of Merrill Lynch and are stockholders of Hertz Holdings) has paid to us approximately
$5.0 million for ‘‘short-swing’’ profit liability resulting from principal trading activity in our common stock,
which is subject to recovery by us under Section 16 of the Securities Exchange Act of 1934, as amended.
In the event that B of A continues principal trading activity in our common stock, this amount may
change.
Note 16—Earnings Per Share
Basic earnings per share has been computed based upon the weighted average number of common
shares outstanding. Diluted earnings per share has been computed based upon the weighted average
number of common shares outstanding plus the effect of all potentially dilutive common stock
equivalents, except when the effect would be anti-dilutive.
The following table sets forth the computation of basic and diluted earnings (loss) per share (in millions
of dollars, except per share amounts):
Years Ended December 31,
2012 2011 2010
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Hertz Global Holdings, Inc. and
Subsidiaries’ common stockholders ....................... $243.1 $176.2 $ (48.7)
Denominator:
Weighted average shares used in basic computation ............. 419.9 415.9 411.9
Add: Stock options, RSUs and PSUs ........................ 5.0 7.5 —
Add: Potential issuance of common stock upon conversion of
Convertible Senior Notes ............................... 23.3 21.4 —
Weighted average shares used in diluted computation ............ 448.2 444.8 411.9
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and
Subsidiaries’ common stockholders, basic .................... $ 0.58 $ 0.42 $ (0.12)
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and
Subsidiaries’ common stockholders, diluted ................... $ 0.54 $ 0.40 $ (0.12)
Diluted earnings (loss) per share computations for the years ended December 31, 2012, 2011 and 2010
excluded the weighted-average impact of the assumed exercise of approximately 2.9 million, 8.7 million
and 22.6 million shares, respectively, of stock options, RSUs and PSUs, because such impact would be
antidilutive.
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