HERTZ GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(201) 307-2000
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

There were ~~416,689,677~~419,741,032 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding as of ~~November 3, 2011.~~May 1, 2012.

			Page

PART I. FINANCIAL INFORMATION
		ITEM 1.		Condensed Consolidated Financial Statements (Unaudited)	1
	Report of Independent Registered Public Accounting Firm		1
	Condensed Consolidated Balance Sheets as of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010~~2011		2
	Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~		3
	Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2012 and 2011		4
	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~		~~4-5~~ 5-6
	Notes to Condensed Consolidated Financial Statements		~~6-37~~ 7-28
		ITEM 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	~~38-72~~ 29-53
		ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk	72 53
		ITEM 4.		Controls and Procedures	73 54
PART II. OTHER INFORMATION
		ITEM 1.		Legal Proceedings	74
		~~ITEM 1A.~~		~~Risk Factors~~	~~74-75~~
		~~ITEM 6.~~		~~Exhibits~~	7555
~~SIGNATURE~~ ITEM 1A.	76 Risk Factors		55
ITEM 6.	Exhibits		55
SIGNATURE			56
EXHIBIT INDEX			~~77-78~~ 57

We have reviewed the accompanying condensed consolidated balance sheet of Hertz Global Holdings, Inc. and its subsidiaries as of ~~September 30, 2011,~~March 31, 2012, and the related consolidated statements of operations and comprehensive income (loss) for the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2012 and March 31, 2011 ~~and September 30, 2010~~ and the consolidated statements of cash flows for the ~~nine-month~~three-month periods ended ~~September 30, 2011~~March 31, 2012 and ~~September 30, 2010.~~March 31, 2011. These interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, ~~2010,~~2011, and the related consolidated statements of operations, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February ~~25, 2011,~~27, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, ~~2010,~~2011, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
~~November 7, 2011~~May 4, 2012

				September 30, 2011			December 31, 2010			March 31, 2012			December 31, 2011

ASSETS	ASSETS
Cash and cash equivalents	Cash and cash equivalents			$	385,788		$	2,374,170		$	594,701		$	931,779
Restricted cash and cash equivalents	Restricted cash and cash equivalents				332,806			207,576			211,872			308,039
Receivables, less allowance for doubtful accounts of $21,909 and $19,708					1,996,038			1,356,553
Receivables, less allowance for doubtful accounts of $23,050 and $20,282											1,398,702			1,616,382
Inventories, at lower of cost or market	Inventories, at lower of cost or market				94,476			87,429			99,527			83,978
Prepaid expenses and other assets	Prepaid expenses and other assets				441,073			352,782			408,560			421,758
Revenue earning equipment, at cost:	Revenue earning equipment, at cost:
Cars											10,833,316			9,678,765
Less accumulated depreciation											(1,479,223	)		(1,360,012	)
Other equipment											2,960,938			2,830,176
Less accumulated depreciation											(1,049,860	)		(1,043,520	)

Total revenue earning equipment											11,265,171			10,105,409

Property and equipment, at cost:
Land, buildings and leasehold improvements											1,162,646			1,146,112
Service equipment and other											1,098,397			1,050,915
	Cars				11,184,823			8,435,077
		Less accumulated depreciation			(1,325,457	)		(1,215,012	)		2,261,043			2,197,027
Less accumulated depreciation											(995,119	)		(945,173	)
	Other equipment				2,836,745			2,756,101
		Less accumulated depreciation			(1,057,578	)		(1,052,414	)

			Total revenue earning equipment		11,638,533			8,923,752

Property and equipment, at cost:
	Land, buildings and leasehold improvements				1,126,324			1,071,987
	Service equipment and other				1,038,323			900,271

					2,164,647			1,972,258
		Less accumulated depreciation			(922,601	)		(808,689	)

			Total property and equipment		1,242,046			1,163,569
Total property and equipment											1,265,924			1,251,854

Other intangible assets, net	Other intangible assets, net				2,579,345			2,550,559			2,564,222			2,562,234
Goodwill	Goodwill				379,861			328,560			471,430			392,094

			Total assets	$	19,089,966		$	17,344,950
Total assets										$	18,280,109		$	17,673,527

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
Accounts payable	Accounts payable			$	997,287		$	954,261		$	1,320,805		$	897,489
Accrued liabilities	Accrued liabilities				1,224,204			1,070,082			1,211,443			1,128,458
Accrued taxes	Accrued taxes				167,705			108,940			131,631			125,803
Debt	Debt				12,506,251			11,306,429			11,425,702			11,317,090
Public liability and property damage	Public liability and property damage				289,430			278,685			281,047			281,534
Deferred taxes on income	Deferred taxes on income				1,639,482			1,508,102			1,703,987			1,688,478

			Total liabilities		16,824,359			15,226,499
Total liabilities											16,074,615			15,438,852

Commitments and contingencies	Commitments and contingencies
Equity:	Equity:
Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity	Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity
Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding											—			—
Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 419,734,253 and 417,022,853 shares issued and outstanding											4,197			4,170
Additional paid-in capital											3,200,750			3,205,964
Accumulated deficit											(1,003,395	)		(947,064	)
Accumulated other comprehensive income (loss)											3,922			(28,414	)
	Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding				—			—
	Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 416,686,499 and 413,462,889 shares issued and outstanding				4,167			4,135
	Additional paid-in capital				3,213,201			3,183,225
	Accumulated deficit				(994,113	)		(1,123,234	)
	Accumulated other comprehensive income				21,845			37,823

			Total Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity		2,245,100			2,101,949
Total Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity											2,205,474			2,234,656
Noncontrolling interest	Noncontrolling interest				20,507			16,502			20			19

Total equity											2,205,494			2,234,675
			Total equity		2,265,607			2,118,451
Total liabilities and equity										$	18,280,109		$	17,673,527

			Total liabilities and equity	$	19,089,966		$	17,344,950

Three Months Ended
September 30, Nine Months Ended
September 30,

2011 2010 2011 2010
Revenues:

Car rental
$ 2,062,457 $ 1,862,600 $ 5,272,595 $ 4,842,154

Equipment rental
321,555 281,138 891,282 783,815

Other
48,254 42,566 120,685 100,809

Total revenues
2,432,266 2,186,304 6,284,562 5,726,778

Expenses:

Direct operating
1,247,617 1,159,634 3,508,588 3,248,365

Depreciation of revenue earning equipment and lease charges
523,283 501,009 1,379,041 1,416,902

Selling, general and administrative
197,557 168,717 575,369 508,445

Interest expense
169,339 202,158 532,054 572,129

Interest income
(1,248 ) (1,416 ) (4,650 ) (10,485 )

Other (income) expense, net
29 61 62,706 61

Total expenses
2,136,577 2,030,163 6,053,108 5,735,417

Income (loss) before income taxes
295,689 156,141 231,454 (8,639 )
(Provision) benefit for taxes on income
(83,180 ) 3,852 (87,802 ) 934

Net income (loss)
212,509 159,993 143,652 (7,705 )
Less: Net income attributable to noncontrolling interest
(5,771 ) (4,664 ) (14,531 ) (12,915 )

Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
$ 206,738 $ 155,329 $ 129,121 $ (20,620 )

Weighted average shares outstanding (in thousands)

Basic
416,611 412,179 415,551 411,590

Diluted
440,908 430,385 447,304 411,590
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders:

Basic
$ 0.50 $ 0.38 $ 0.31 $ (0.05 )

Diluted
$ 0.47 $ 0.36 $ 0.29 $ (0.05 )

	Three Months Ended March 31,

	2012			2011
Revenues:
Car rental	$	1,623,231		$	1,478,938
Equipment rental		301,326			268,086
Other		36,368			32,979

Total revenues		1,960,925			1,780,003

Expenses:
Direct operating		1,115,147			1,073,665
Depreciation of revenue earning equipment and lease charges		514,117			436,089
Selling, general and administrative		207,752			182,221
Interest expense		162,267			196,889
Interest income		(1,092	)		(1,855	)
Other (income) expense, net		(457	)		51,876

Total expenses		1,997,734			1,938,885

Loss before income taxes		(36,809	)		(158,882	)
(Provision) benefit for taxes on income		(19,524	)		29,940

Net loss		(56,333	)		(128,942	)
Less: Net income attributable to noncontrolling interest		—			(3,673	)

Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	(56,333	)	$	(132,615	)

Weighted average shares outstanding (in thousands):
Basic		418,076			414,065
Diluted		418,076			414,065
Loss per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders:
Basic	$	(0.13	)	$	(0.32	)
Diluted	$	(0.13	)	$	(0.32	)

	Three Months Ended March 31, 2012						Three Months Ended March 31, 2011

Net loss				$	(56,333	)				$	(128,942	)

Other comprehensive income (loss), net of tax:
Translation adjustment changes, (net of tax of 2012: ($1,374) and 2011: ($1,975))	$	29,570					$	42,471
Unrealized holding gains on securities, (net of tax of 2012: $1,958 and 2011: $0)		3,086						33
Other, (net of tax of 2012: $0 and 2011: $0)		(87	)					(44	)
Unrealized loss on Euro-denominated debt, (net of tax of 2012: $0 and 2011: $7,399)		—						(11,558	)
Defined benefit pension plans
Net gains (losses) arising during the period		(231	)					148

Defined benefit pension plans		(231	)					148

Other comprehensive income					32,338						31,050

Comprehensive loss					(23,995	)					(97,892	)
Less: Comprehensive income attributable to noncontrolling interest					—						(3,673	)

Comprehensive loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders				$	(23,995	)				$	(101,565	)

				Nine Months Ended September 30,						Three Months Ended March 31,

				2011			2010			2012			2011
Cash flows from operating activities:	Cash flows from operating activities:
Net loss										$	(56,333	)	$	(128,942	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of revenue earning equipment											491,064			412,508
Depreciation of property and equipment											42,304			37,695
Amortization of other intangible assets											19,166			16,784
Amortization and write-off of deferred financing costs											17,135			44,598
Amortization and write-off of debt discount											7,742			15,297
Stock-based compensation charges											7,515			9,078
Gain on derivatives											(2,956	)		(6,917	)
Loss on revaluation of foreign denominated debt											2,498			—
Provision for losses on doubtful accounts											6,917			6,362
Asset writedowns											2,734			742
Deferred taxes on income											2,370			(26,465	)
Gain on sale of property and equipment											(197	)		(2,317	)
Changes in assets and liabilities, net of effects of acquisition:
Receivables											(57,554	)		(26,035	)
Inventories, prepaid expenses and other assets											(5,471	)		(48,280	)
Accounts payable											53,589			28,813
Accrued liabilities											(38,712	)		(165,747	)
Accrued taxes											5,334			3,934
Public liability and property damage											(5,144	)		(5,468	)
	Net income (loss)			$	143,652		$	(7,705	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation of revenue earning equipment			1,306,661			1,359,878
		Depreciation of property and equipment			117,837			116,238
		Amortization of other intangible assets			51,175			48,990
		Amortization and write-off of deferred financing costs			77,614			56,722
		Amortization and write-off of debt discount			30,324			31,298
		Stock-based compensation charges			24,438			28,011
		(Gain) loss on derivatives			(14,330	)		16,406
		Amortization of cash flow hedges			—			56,836
		Provision for losses on doubtful accounts			21,211			15,203
		Asset writedowns			22,782			19,523
		Deferred taxes on income			27,791			(30,731	)
		Gain on sale of property and equipment			(5,199	)		(2,660	)
	Changes in assets and liabilities, net of effects of acquisition:
		Receivables			(150,212	)		(97,820	)
		Inventories, prepaid expenses and other assets			(12,616	)		(47,604	)
		Accounts payable			66,808			206,023
		Accrued liabilities			(124,288	)		(66,724	)
		Accrued taxes			56,268			14,952
		Public liability and property damage			8,628			12,720

			Net cash provided by operating activities		1,648,544			1,729,556
Net cash provided by operating activities											492,001			165,640

Cash flows from investing activities:	Cash flows from investing activities:
Net change in restricted cash and cash equivalents											97,639			20,611
Revenue earning equipment expenditures											(2,648,695	)		(1,963,814	)
Proceeds from disposal of revenue earning equipment											2,009,336			1,690,159
Property and equipment expenditures											(74,222	)		(56,770	)
Proceeds from disposal of property and equipment											47,631			14,451
Acquisitions, net of cash acquired											(147,314	)		(9,774	)
Other investing activities											(140	)		1,192
	Net change in restricted cash and cash equivalents				(123,511	)		(378,796	)
Net cash used in investing activities										$	(715,765	)	$	(303,945	)
	Revenue earning equipment expenditures				(7,864,609	)		(7,113,678	)
	Proceeds from disposal of revenue earning equipment				4,932,410			5,146,068
	Property and equipment expenditures				(202,276	)		(134,269	)
	Proceeds from disposal of property and equipment				48,133			25,459
	Acquisitions, net of cash acquired				(222,988	)		(12,074	)
	(Purchase) sale of short-term investments, net				(32,891	)		3,171
	Other investing activities				760			1,694

			Net cash used in investing activities	$	(3,464,972	)	$	(2,462,425	)

				Nine Months Ended September 30,						Three Months Ended March 31,

				2011			2010			2012			2011
Cash flows from financing activities:	Cash flows from financing activities:
Proceeds from issuance of long-term debt										$	264,599		$	2,429,456
Payment of long-term debt											(453,279	)		(3,138,875	)
Short-term borrowings:
Proceeds											40,650			67,155
Payments											(243,276	)		(225,302	)
Proceeds under the revolving lines of credit, net											325,247			47,928
Purchase of noncontrolling interest											(38,000	)		—
Proceeds from employee stock purchase plan											985			871
Proceeds from exercise of stock options											4,514			1,728
Proceeds from disgorgement of stockholder short-swing profits											4			40
Net settlement on vesting of restricted stock											(18,494	)		(10,703	)
Payment of financing costs											(4,217	)		(64,091	)
	Proceeds from issuance of long-term debt			$	3,058,395		$	2,133,958
	Payment of long-term debt				(3,641,290	)		(2,074,930	)
	Short-term borrowings:
		Proceeds			371,994			392,187
		Payments			(814,894	)		(528,333	)
		Proceeds (payments) under the revolving lines of credit, net			934,364			1,406,666
	Distributions to noncontrolling interest				(10,500	)		(12,600	)
	Proceeds from employee stock purchase plan				2,690			1,857
	Proceeds from exercise of stock options				12,292			3,155
	Proceeds from disgorgement of stockholder short-swing profits				73			111
	Net settlement on vesting of restricted stock				(11,425	)		(5,670	)
	Payment of financing costs				(87,640	)		(51,515	)

			Net cash provided by (used in) financing activities		(185,941	)		1,264,886
Net cash used in financing activities											(121,267	)		(891,793	)

Effect of foreign exchange rate changes on cash and cash equivalents	Effect of foreign exchange rate changes on cash and cash equivalents				13,987			(34,339	)		7,953			21,687

Net change in cash and cash equivalents during the period	Net change in cash and cash equivalents during the period				(1,988,382	)		497,678			(337,078	)		(1,008,411	)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period				2,374,170			985,642			931,779			2,374,170

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period			$	385,788		$	1,483,320		$	594,701		$	1,365,759

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:
Cash paid during the period for:	Cash paid during the period for:
	Interest (net of amounts capitalized)			$	487,968		$	448,871
	Income taxes				32,544			41,451
Interest (net of amounts capitalized)										$	126,945		$	205,812
Income taxes											22,433			11,555
Supplemental disclosures of non-cash flow information:	Supplemental disclosures of non-cash flow information:
	Purchases of revenue earning equipment included in accounts payable and accrued liabilities			$	217,675		$	172,188
	Sales of revenue earning equipment included in receivables				949,824			751,130
	Purchases of property and equipment included in accounts payable				52,787			26,251
	Sales of property and equipment included in receivables				10,777			8,352
Purchases of revenue earning equipment included in accounts payable and accrued liabilities										$	518,231		$	487,921
Sales of revenue earning equipment included in receivables											299,577			387,620
Purchases of property and equipment included in accounts payable											41,917			38,782
Sales of property and equipment included in receivables											9,299			6,760

Hertz Global Holdings, Inc., or "Hertz Holdings," is our top-level holding company. The Hertz Corporation, or "Hertz," is our primary operating company and a direct wholly-owned subsidiary of Hertz Investors, Inc., which is wholly-owned by Hertz Holdings. "We," "us" and "our" mean Hertz Holdings and its consolidated subsidiaries, including Hertz.

We are a successor to corporations that have been engaged in the car and truck rental and leasing business since 1918 and the equipment rental business since 1965. Hertz was incorporated in Delaware in 1967. Ford Motor Company, or "Ford," acquired an ownership interest in Hertz in 1987. Prior to this, Hertz was a subsidiary of United Continental Holdings, Inc. (formerly Allegis Corporation), which acquired Hertz's outstanding capital stock from RCA Corporation in 1985. Hertz Holdings was incorporated in Delaware in 2005 and had no operations prior to the Acquisition (as defined below).

or collectively the "Sponsors," acquired all of Hertz's common stock from Ford Holdings LLC. We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition."

In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the parent company of BAMLCP. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by BAMLCP and certain of its affiliates.

In March 2011, the Sponsors sold 50,000,000 shares of their Hertz Holdings common stock to Goldman, Sachs & Co. as the sole underwriter in the registered public offering of those shares.

As a result of our initial public offering in November 2006 and subsequent offerings in June 2007, May 2009, June 2009 and March 2011, the Sponsors reduced their holdings to approximately ~~39%~~38% of ~~the~~our outstanding shares of common ~~stock of Hertz Holdings.~~stock.

On September 1, 2011, Hertz completed the acquisition of Donlen Corporation, or "Donlen," a leading provider of fleet leasing and management services. ~~See Note 4—Goodwill and Other Intangible Assets.~~

On December 31, 2011, Hertz purchased the noncontrolling interest of Navigation Solutions, L.L.C., thereby increasing its ownership interest from 65% to 100%.

The significant accounting policies summarized in Note 2 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010,~~2011, filed with the United States Securities and Exchange Commission, or "SEC," on February ~~25, 2011,~~27, 2012, or the "Form 10-K," have been followed in preparing the accompanying condensed consolidated financial statements.

The December 31, ~~2010~~2011 condensed consolidated balance sheet data was derived from our audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America, or "GAAP."

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

In our opinion, all adjustments necessary for a fair ~~statement~~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.

Certain prior period amounts have been reclassified to conform with current ~~reporting.~~

During the third quarter of 2011, we identified certain errors in our previously issued consolidated financial statements. While these errors did not, individually or in the aggregate, result in a material misstatement of the Company's previously issued consolidated financial statements, correcting these items in the third quarter would have been material to the third quarter and nine-months ending September 30, 2011 results. Accordingly, management has revised in this filing and will revise in its 2011 Form 10-K and its subsequent quarterly filings on Form 10-Q, its previously reported balance sheets and consolidated statement of operations as noted below. These errors relate to additional telecommunication charges and depreciation of revenue earning equipment, as well as certain corrections to deferred taxes on income for years 2005 through 2010 and the related impact on the 2008 goodwill impairment. We are recording the cumulative effect $(26.9) million of these adjustments for the periods prior to 2008 as a decrease to the previously reported December 31, 2007 Retained earnings of $270.4 million, resulting in revised December 31, 2007 Retained earnings of $243.5 million. These adjustments also resulted in a decrease to revenue earning equipment, net and increases to goodwill, accounts payable and deferred taxes on income as of December 31, 2010 and 2009. As such, total assets were revised from the previously reported $17,332.2 million to $17,345.0 million, total liabilities were revised from the previously reported $15,200.9 million to $15,226.5 million and total equity was revised from the previously reported $2,131.3 million to $2,118.5 million as of December 31, 2010. Also, total assets were revised from the previously reported $16,002.4 million to $16,015.1 million, total liabilities were revised from the previously reported $13,905.0 million to $13,929.9 million and total equity was revised from the previously reported $2,097.4 million to $2,087.2 million as of December 31, 2009.

~~The following tables present the effect of this correction on our Consolidated Statements of Operations (in thousands, except per share data):~~

Year Ended December 31, 2010 Year Ended December 31, 2009

As
Previously
Reported Adjustment As
Revised As
Previously
Reported Adjustment As
Revised
Direct operating
$ 4,282,351 $ 1,043 $ 4,283,394 $ 4,084,176 $ 6,300 $ 4,090,476
Depreciation of revenue earning equipment and lease charges
1,868,147 — 1,868,147 1,931,358 2,453 1,933,811
Other corrections
— — — — (2,870 ) (2,870 )
(Provision) benefit for taxes on income
(17,068 ) 407 (16,661 ) 59,666 2,377 62,043
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
(48,044 ) (636 ) (48,680 ) (126,022 ) (3,506 ) (129,528 )
Loss per share:

Basic
$ (0.12 ) — $ (0.12 ) $ (0.34 ) $ (0.01 ) $ (0.35 )

Diluted
$ (0.12 ) — $ (0.12 ) $ (0.34 ) $ (0.01 ) $ (0.35 )

Year Ended December 31, 2008

As
Previously
Reported Adjustment As
Revised
Direct operating
$ 4,930,018 $ 1,638 $ 4,931,656
Depreciation of revenue earning equipment and lease charges
2,194,164 2,703 2,196,867
Impairment charges
1,168,900 26,087 1,194,987
Other corrections
— 2,870 2,870
Benefit for taxes on income
196,847 51,483 248,330
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
(1,206,746 ) 18,185 (1,188,561 )
Earnings (loss) per share:

Basic
$ (3.74 ) $ 0.06 $ (3.68 )

Diluted
$ (3.74 ) $ 0.06 $ (3.68 )

As previously reported, for the nine months ended September 30, 2010, we have revised net cash provided by operating activities and net cash used in investing activities within our consolidated statements of cash flows due to a gross-up of cash lease payments relating to our revenue earning equipment in the non-cash add back previously included in depreciation of revenue earning equipment and proceeds from disposal of revenue earning equipment.

In June 2011, the Financial Accounting Standards Board, or "FASB," issued Accounting Standards Update No. 2011-05, "Presentation of Comprehensive Income," requiring companies to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements of net income and other comprehensive income. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. These provisions ~~will become~~are effective for us beginning with ~~our~~this quarterly report for the period ended March 31, 2012. In October 2011, the FASB decided to propose a deferral of the requirement to present reclassifications of other comprehensive income on the face of the income statement, which was also included in this accounting standards update.

~~In September~~December 2011, the FASB issued Accounting Standards Update No. ~~2011-08, "Testing Goodwill~~2011-12, "Deferral of the Effective Date for ~~Impairment," which gives companies~~Amendments to the ~~option to first assess qualitative factors to determine whether the existence~~Presentation of ~~events or circumstances leads to a determination that it is more likely than not that the fair value~~Reclassifications of ~~a reporting unit is less than its carrying amount. If, after assessing the totality~~Items Out of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. This option is available to us effective immediately for all future goodwill impairment tests.

~~In September 2011, the FASB issued~~Accumulated Other Comprehensive Income in Accounting Standards Update No. ~~2011-09, "Disclosures about an Employer's Participation in a Multiemployer Plan,~~2011-05," which ~~require~~defers the timing of implementing only those changes in Update 2011-05 that employers provide additional separate disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. These provisions will become effective for us beginning with our annual report forrelate to the ~~period ended December 31, 2011.~~presentation of reclassification adjustments.

We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

In our Consolidated Statements of Cash Flows, we net cash flows from revolving borrowings in the line item "Proceeds (payments) under the revolving lines of credit, net." The contractual maturities of such borrowings may exceed 90 days in certain cases.

Restricted cash and cash equivalents includes cash and cash equivalents that are not readily available for our normal disbursements. Restricted cash and cash equivalents are restricted for the purchase of revenue earning vehicles and other specified uses under our Fleet Debt facilities, for our Like-Kind Exchange Program, or "LKE Program," and to satisfy certain of our self-insurance regulatory reserve requirements. As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, the portion of total restricted cash and cash equivalents that was associated with our Fleet Debt facilities was ~~$215.6~~$126.5 million and ~~$115.6~~$213.6 million, respectively. The ~~increase~~decrease in restricted cash and cash equivalents associated with our fleet debt of $87.1 million from December 31, 2011 to March 31, 2012 was primarily related to the timing of purchases and sales of revenue earning vehicles.

~~$100.0 million from December 31, 2010 to September 30, 2011 was primarily related to the timing of purchases and sales of revenue earning vehicles.~~

The following summarizes the changes in our goodwill, by segment (in millions of dollars):

Car Rental Equipment
Rental Total
Balance as of January 1, 2011

Goodwill
$ 367.9 $ 681.7 $ 1,049.6

Accumulated impairment losses
(46.1 ) (674.9 ) (721.0 )

321.8 6.8 328.6

Goodwill acquired during the period

50.9
0.2
51.1

Adjustments to previously recorded purchase price allocation
(0.8 ) — (0.8 )

Other changes during the period⁽¹⁾
1.0 — 1.0

51.1 0.2 51.3
Balance as of September 30, 2011

Goodwill
419.0 681.9 1,100.9

Accumulated impairment losses
(46.1 ) (674.9 ) (721.0 )

$ 372.9 $ 7.0 $ 379.9

	Car Rental			Equipment Rental			Total

Balance as of January 1, 2012
Goodwill	$	419.3		$	693.8		$	1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)

		373.2			18.9			392.1

Goodwill acquired during the period		—			76.8			76.8
Adjustments to previously recorded purchase price allocation		0.2			—			0.2
Other changes during the period⁽¹⁾		2.2			0.1			2.3

		2.4			76.9			79.3
Balance as of March 31, 2012
Goodwill		421.7			770.7			1,192.4
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)

	$	375.6		$	95.8		$	471.4

	Car Rental			Equipment Rental			Total

Balance as of January 1, 2011
Goodwill	$	367.9		$	681.7		$	1,049.6
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)

		321.8			6.8			328.6

Goodwill acquired during the year		53.1			12.3			65.4
Adjustments to previously recorded purchase price allocation		(0.9	)		(0.1	)		(1.0	)
Other changes during the year⁽¹⁾		(0.8	)		(0.1	)		(0.9	)

		51.4			12.1			63.5
Balance as of December 31, 2011
Goodwill		419.3			693.8			1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)

	$	373.2		$	18.9		$	392.1

Other intangible assets, net, consisted of the following major classes (in millions of dollars):

				September 30, 2011							March 31, 2012

				Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:	Amortizable intangible assets:
Customer-related											$	689.7	$	(382.2	)	$	307.5
Other⁽¹⁾												78.8		(30.3	)		48.5
	Customer-related			$	671.6	$	(349.3	)	$	322.3
	Other⁽¹⁾				73.9		(25.1	)		48.8

		Total			745.5		(374.4	)		371.1
Total												768.5		(412.5	)		356.0

Indefinite-lived intangible assets:	Indefinite-lived intangible assets:
Trade name												2,190.0		—			2,190.0
Other⁽²⁾												18.2		—			18.2
	Trade name				2,190.0		—			2,190.0
Total												2,208.2		—			2,208.2
	Other⁽²⁾				18.2		—			18.2
Total other intangible assets, net											$	2,976.7	$	(412.5	)	$	2,564.2

		Total			2,208.2		—			2,208.2

			Total other intangible assets, net	$	2,953.7	$	(374.4	)	$	2,579.3

Amortization of other intangible assets for the three months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ was approximately ~~$17.5~~$19.2 million and ~~$16.3 million, respectively, and for the nine months ended September 30, 2011 and 2010, was approximately $51.2 million and $49.0~~$16.8 million, respectively. Based on our amortizable intangible assets as of ~~September 30, 2011,~~March 31, 2012, we expect amortization expense to be approximately ~~$17.7~~$57.7 million for the remainder of ~~2011, $72.5 million in~~ 2012, ~~$71.2~~$75.3 million in 2013, ~~$67.9~~$71.4 million in 2014, ~~$66.4~~$69.1 million in 2015, ~~and $19.3~~$20.6 million in ~~2016.~~

~~On September 1, 2011, Hertz acquired 100% of the equity interest~~2016 and $8.6 million in ~~Donlen, a leading provider of fleet leasing and management services. Donlen provides Hertz an immediate leadership position in~~2017.

~~long-term car, truck and equipment~~On September 1, 2011, Hertz acquired 100% of the equity interest in Donlen, a leading provider of fleet leasing and fleet management. This transaction is part of the overall growth strategy of Hertz to provide the most flexible transportation programs for corporate and general consumers. Additionally, Donlen brings to Hertz a specialized consulting and technology expertise that we expect to enable us to better model, measure and manage fleet performance. All goodwill recognized as part of this acquisition is reported in the car rental segment.

The Donlen base equity valuation for the transaction was $250.0 million, subject to adjustment based on the net assets of Donlen at closing. The preliminary purchase price adjustment at closing resulted in a downward adjustment of $2.4 million (resulting in a closing cash payment for equity of $247.6 million) and is subject to further adjustment upon finalization of the Donlen closing date balance sheet. None of the goodwill recognized as part of this acquisition is expected to be deductible for tax purposes.

~~The following summarizes the fair values of the assets purchased and liabilities assumed as of the acquisition date (in millions):~~

management services. The amount of ~~Donlen's revenue and earnings included in Hertz's consolidated statement of operations for the three and nine months ended September 30, 2011, and the~~ revenue and earnings of the combined entity had the acquisition date been January 1, 2010, are as follows (in millions):

Donlen's actual earnings for the month of September 2011 was impacted by $0.7 million related to the amortization expense associated with the acquired intangible assets and the fair value adjustment related to acquired software, as well as, the write-off of certain unamortized debt costs.

2011 supplemental pro forma revenue for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2011 excludes ~~$0.6~~$1.4 million ~~and $3.2 million, respectively,~~ related to deferred revenue which was eliminated as part of acquisition accounting. 2011 supplemental pro forma earnings for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2011 excludes ~~$0.4~~$0.9 million ~~and $2.0 million, respectively,~~ related to deferred income which was eliminated as part of acquisition ~~accounting; and $5.3 million and $5.3 million, respectively, of acquisition related costs incurred in 2011.~~

2010 supplemental pro forma revenue for the three and nine months ended September 30, 2010 excludes $2.0 million and $7.0 million, respectively, related to deferred revenue which was eliminated as part of acquisition accounting. 2010 supplemental pro forma earnings for the three and nine months ended September 30, 2010 excludes $1.2 million and $4.3 million, respectively, related to deferred income which was eliminated as part of acquisition accounting, and includes $5.3 million and $5.3 million, respectively, of acquisition related costs incurred.

This transaction has been accounted for using the acquisition method of accounting in accordance with GAAP and operating results of Donlen from the date of acquisition are included in our consolidated statement of operations. The allocation of the purchase price to the tangible and intangible net assets acquired is ~~preliminary and subject~~substantially complete, except with regards to ~~finalization.~~deferred taxes on income, which could change based upon the completion of Donlen's pre-acquisition tax return.

Additionally, during the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, we added ~~eight international car rental locations and one~~nine domestic equipment rental ~~location~~locations through external acquisitions. These acquisitions are not material to the consolidated amounts presented within our statement of operations for the three-month ~~and nine-month periods~~period ended ~~September 30, 2011.~~March 31, 2012.

The effective tax rate for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 was ~~28.1%~~(53.0)% and ~~37.9%~~18.8%, respectively. The provision for taxes on income was ~~$83.2~~$19.5 million in the three months ended ~~September 30, 2011~~March 31, 2012 compared ~~to the~~with a benefit ~~for taxes~~ of ~~$3.9~~$30.0 million in the three months ended ~~September 30, 2010,~~March 31, 2011. This was primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized. The provision for taxes on income was $87.9 million in the nine months ended September 30, 2011 compared to a benefit for taxes of $0.9 million in the nine months ended September 30, 2010,

~~primarily due to higher income~~lower loss before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

Depreciation of revenue earning equipment and lease charges includes the following (in millions of dollars):

		Nine Months Ended September 30,					Three Months Ended March 31,

		2011			2010		2012			2011
Depreciation of revenue earning equipment	Depreciation of revenue earning equipment	$	1,399.9		$	1,321.9	$	530.4		$	418.7
Adjustment of depreciation upon disposal of revenue earning equipment	Adjustment of depreciation upon disposal of revenue earning equipment		(93.3	)		38.0		(39.4	)		(6.2	)
Rents paid for vehicles leased	Rents paid for vehicles leased		72.4			57.0		23.1			23.6

Total							$	514.1		$	436.1
	Total	$	1,379.0		$	1,416.9

The adjustment of depreciation upon disposal of revenue earning equipment for the three months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ included a net ~~gain~~gains of ~~$26.3~~$34.9 million and ~~a net loss of $7.1~~$6.1 million, respectively, on the disposal of vehicles used in our car rental operations and a ~~net~~ gain of ~~$4.6~~$4.5 million and a net loss of $3.5 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations. The adjustment of depreciation upon disposal of revenue earning equipment for the nine months ended September 30, 2011 and 2010, included a net gain of ~~$86.0 million and a net loss~~

$0.1 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations.

Depreciation rates are reviewed on a quarterly basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. During the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, depreciation rates being used to compute the provision for depreciation of revenue earning equipment were adjusted on certain vehicles in our car rental operations to reflect changes in the estimated residual values to be realized when revenue earning equipment is sold. These depreciation rate changes resulted in a net ~~decreases~~decrease of ~~$7.7 million and $16.3~~$0.2 million in depreciation expense for the three ~~and nine~~ months ended September 30, 2011, respectively. During the three and nine months ended September 30, 2011, depreciation rate changes in certain of our equipment rental operations resulted in net decreases of $1.3 million and $3.6 million in depreciation expense.March 31, 2012.

For the three months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ our worldwide car rental operations sold approximately ~~46,000~~40,000 and ~~44,400~~30,600 non-program cars, respectively, a ~~3.6%~~30.6% year over year increase primarily due to ~~higher average~~an overall increase in the number of ~~vehicles~~cars in ~~our fleet. For~~ the ~~nine months ended September 30, 2011 and 2010, our worldwide car rental operations sold approximately 121,700 and 130,900~~fleet, an increase in the percentage of non-program cars, ~~respectively,~~and a ~~7.0% year over year decrease~~robust used car market. We believe the positive trending of residual values is primarily due to continued short supply of used vehicle inventory and improving consumer confidence. This, along with an ~~increase in rental~~overall strong car sales market (with fewer incentives on new vehicle sales), is expected to keep the demand ~~which required us to maintain our fleet size.~~for nearly new used vehicles on a positive trend for the near term.

Facility			Fixed or Floating Interest Rate	Maturity	March 31, 2012			December 31, 2011

*Corporate Debt*
Senior Term Facility	3.75	%	Floating	3/2018	$	1,386.0		$	1,389.5
Senior ABL Facility	2.50	%	Floating	3/2016		120.0			—
Senior Notes⁽²⁾	7.09	%	Fixed	10/2018–1/2021		2,450.0			2,638.6
Promissory Notes	7.48	%	Fixed	6/2012–1/2028		224.7			224.7
Convertible Senior Notes	5.25	%	Fixed	6/2014		474.7			474.7
Other Corporate Debt	5.00	%	Floating	Various		45.9			49.6
Unamortized Net Discount (Corporate)⁽³⁾						(56.1	)		(72.3	)

Total Corporate Debt						4,645.2			4,704.8

*Fleet Debt*
U.S. ABS Program
U.S. Fleet Variable Funding Notes:
Series 2009-1⁽⁴⁾	1.27	%	Floating	3/2013		1,450.0			1,000.0
Series 2010-2⁽⁴⁾	1.35	%	Floating	3/2013		200.0			170.0
Series 2011-2⁽⁴⁾	2.82	%	Floating	4/2012		70.0			175.0

						1,720.0			1,345.0

U.S. Fleet Medium Term Notes
Series 2009-2⁽⁴⁾	4.95	%	Fixed	3/2013–3/2015		1,384.3			1,384.3
Series 2010-1⁽⁴⁾	3.77	%	Fixed	2/2014–2/2018		749.8			749.8
Series 2011-1⁽⁴⁾	2.86	%	Fixed	3/2015–3/2017		598.0			598.0

						2,732.1			2,732.1

Donlen ABS Program
Donlen GN II Variable Funding Notes	1.26	%	Floating	8/2012		835.0			811.2

Other Fleet Debt
U.S. Fleet Financing Facility	3.31	%	Floating	9/2015		161.0			136.0
European Revolving Credit Facility	4.11	%	Floating	6/2013		44.0			200.6
European Fleet Notes	8.50	%	Fixed	7/2015		532.7			517.7
European Securitization⁽⁴⁾	2.82	%	Floating	7/2013		229.3			256.2
Canadian Securitization⁽⁴⁾	2.10	%	Floating	5/2012		60.1			68.3
Australian Securitization⁽⁴⁾	6.00	%	Floating	12/2012		165.2			169.3
Brazilian Fleet Financing Facility	17.35	%	Floating	6/2012		16.8			23.1
Capitalized Leases	4.60	%	Floating	Various		293.7			363.7
Unamortized Discount (Fleet)						(9.4	)		(10.9	)

						1,493.4			1,724.0

Total Fleet Debt						6,780.5			6,612.3

Total Debt					$	11,425.7		$	11,317.1

Facility
Average
Interest
Rate at
September 30,
2011(1) Fixed or
Floating
Interest
Rate Maturity September 30,
2011 December 31,
2010
Corporate Debt

Senior Term Facility⁽²⁾
3.75 % Floating 3/2018 $ 1,393.0 $ 1,345.0

Senior ABL Facility⁽²⁾
2.47 % Floating 3/2016 200.0 —

Senior Notes⁽³⁾
7.32 % Fixed 1/2014–1/2021 2,651.4 3,229.6

Senior Subordinated Notes
10.50 % Fixed 1/2016 — 518.5

Promissory Notes
7.48 % Fixed 6/2012–1/2028 224.8 345.6

Convertible Senior Notes
5.25 % Fixed 6/2014 474.8 474.8

Other Corporate Debt
3.93 % Floating Various 70.4 22.0

Unamortized Net (Discount) Premium (Corporate)⁽⁴⁾
(72.0 ) (104.8 )

Total Corporate Debt
4,942.4 5,830.7

Fleet Debt

U.S. ABS Program

U.S. Fleet Variable Funding Notes:

Series 2009-1⁽⁵⁾
1.25 % Floating 3/2013 1,538.0 1,488.0

Series 2010-2⁽⁵⁾
1.29 % Floating 3/2013 185.0 35.0

U.S. Fleet Medium Term Notes

Series 2009-2 Notes⁽⁵⁾
4.95 % Fixed 3/2013–3/2015 1,384.3 1,384.3

Series 2010-1 Notes⁽⁵⁾
3.77 % Fixed 2/2014–2/2018 749.8 749.8

Series 2011-1 Notes⁽⁵⁾
2.86 % Fixed 3/2015–3/2017 598.0 —
Donlen ABS Program

Donlen GN II Variable Funding Note Facility
1.17 % Floating 8/2012 769.3 —
Other Fleet Debt

U.S. Fleet Financing Facility
2.97 % Floating 9/2015 151.0 163.0

European Revolving Credit Facility
5.10 % Floating 6/2013 297.2 168.6

European Seasonal Revolving Credit Facility
3.86 % Floating 11/2011 135.4 —

European Fleet Notes
8.50 % Fixed 7/2015 541.7 529.0

European Securitization⁽⁵⁾
3.76 % Floating 7/2013 454.2 236.9

Canadian Securitization⁽⁵⁾
1.11 % Floating 11/2011 126.3 80.4

Australian Securitization⁽⁵⁾
6.32 % Floating 12/2012 136.9 183.2

Brazilian Fleet Financing Facility
19.01 % Floating 12/2011 30.8 77.8

Capitalized Leases
4.60 % Floating Various 478.6 398.1

Unamortized Discount (Fleet)
(12.6 ) (18.4 )

Total Fleet Debt
7,563.9 5,475.7

Total Debt
$ 12,506.3 $ 11,306.4


~~Senior Notes~~		~~Outstanding Principal~~
~~8.875% Senior Notes due January 2014~~		~~$162.3 million~~
~~7.875% Senior Notes due January 2014~~		~~$289.1 million (€213.5 million)~~
~~7.50% Senior Notes due October 2018~~		~~$700 million~~
~~7.375% Senior Notes due January 2021~~		~~$500 million~~
~~6.75% Senior Notes due April 2019~~		~~$1,000 million~~

The aggregate amounts of maturities of debt for each of the twelve-month periods ending ~~September 30~~March 31 (in millions of dollars) are as follows:

We are highly leveraged and a substantial portion of our liquidity needs arise from debt service on our indebtedness and from the funding of our costs of operations and capital expenditures. We believe that cash generated from operations and cash received on the disposal of vehicles and equipment, together with amounts available under various liquidity facilities, will be adequate to permit us to meet our debt maturities over the next twelve months.

Our short-term borrowings as of September 30, 2011 include, among other items, the amounts outstanding under the Senior ABL Facility, European Securitization, Australian Securitization, U.S. Fleet Financing Facility, U.S. Variable Funding Notes, Brazilian Fleet Financing Facility, Canadian Securitization, Capitalized Leases, European Revolving Credit Facility, Donlen GN II Variable Funding Note Facility and European Seasonal Revolving Facility. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2011 and remained as such through September 30, 2011. As of September 30, 2011, short-term borrowings had a weighted average interest rate of 2.8%.

As of ~~September 30, 2011,~~March 31, 2012, there were $607.0 million total outstanding standby letters of ~~credit totaling $595.3 million.~~credit. Of this amount, ~~$541.0~~$291.0 million ~~was issued under the Senior Credit Facilities ($291.1 million of which~~ was issued for the benefit of the U.S. ABS Program and ~~$45.1~~$57.8 million was related to other debt ~~obligations) and the~~obligations. The remainder is primarily to support self-insurance programs (including insurance policies with respect to which we have agreed to indemnify the policy issuers for any losses)

as well as airport concession obligations in the United States, Canada and Europe. As of ~~September 30, 2011,~~March 31, 2012, none of these letters of credit have been drawn upon.

On January 1, ~~2011,~~2012, our Convertible Senior Notes became convertible. This conversion right was triggered because our closing common stock price per share exceeded $10.77 for at least 20 trading days during the 30 consecutive trading day period ending on December 31, ~~2010.~~2011. Since this same trigger was met in the ~~periods ending March 31, 2011 and June 30, 2011,~~first quarter of 2012, the Convertible Senior Notes ~~were~~continue to be convertible through ~~September~~June 30, ~~2011. As of October 1, 2011, the Convertible Senior Notes are no longer convertible but~~2012, and may ~~become~~be convertible thereafter, if one or more of the conversion conditions specified in the indenture is satisfied during future measurement periods. Our policy has been and continues to be to settle conversions of Convertible Senior Notes using a combination of cash and our common stock, which calls for settling the fixed dollar amount per $1,000 in principal amount in cash and settling in shares the excess conversion, if any.

In ~~January 2011,~~February 2012, Hertz ~~redeemed in full its outstanding ($518.5 million principal amount) 10.50% Senior Subordinated Notes due 2016 which resulted in premiums paid of $27.2 million and~~called the ~~write-off of unamortized debt costs of $8.6 million. In January and February 2011, Hertz redeemed $1,105 million principal amount~~remainder of its outstanding 8.875% Senior Notes due 2014 ~~which resulted in premiums paid of $24.5 million~~ and the write-off of unamortized debt costs of $14.4 million. Hertz used the proceeds from the September 2010 issuance of $700 million aggregate principal amount of 7.50% Senior Notes, the December 2010 issuance of $500 million aggregate principal amount of 7.375% Senior Notes and the February 2011 issuance of $500 million aggregate principal amount of 6.75% Senior Notes (see below) for these redemptions. Premiums paid are recorded in "Other (income) expense, net" on our consolidated statement of operations.

~~In February 2011, Hertz issued $500 million aggregate principal amount of 6.75%~~7.875% Senior Notes due ~~2019. The 6.75% Senior Notes are guaranteed on a senior unsecured basis by the domestic subsidiaries of~~January 2014 for redemption. Hertz ~~that guarantee its Senior Credit Facilities.~~

In February 2011, Hertz used existing corporate liquidity to pay off the maturing amount of the Brazilian Fleet Financing Facility. A foreign subsidiary continues to maintain another facility as a source of financing for our rental car operationsredeemed these notes in ~~Brazil.~~full during March 2012.

In March ~~2011,~~2012, Hertz issued an additional ~~$500~~$250 million in aggregate principal amount of the 6.75% Senior Notes due 2019. The proceeds of this March ~~2011~~2012 offering were used ~~in April 2011~~ to redeem ~~$480 million principal amount~~all of ~~Hertz's~~the outstanding 8.875% Senior Notes due 2014 and together with cash on hand, all of the outstanding 7.875% Senior Notes due 2014 which resulted in ~~premiums paid during the three months ended June 30, 2011, of $10.7 million recorded in "Other (income) expense, net" on our consolidated statement of operations and~~ the write-off of unamortized debt costs of ~~$5.8~~$3.2 million.

In March 2011, Hertz refinanced its 2005 Senior Term Facility and 2005 Senior ABL Facility. A description of the new Senior Term Facility and Senior ABL Facility is set forth below. During the three months ended March 31, 2011, we recorded an expense of $9.3 million in "Interest expense" on our consolidated statement of operations associated with the write-off of unamortized debt costs in connection with the refinancing of our 2005 Senior Term Facility and 2005 Senior ABL Facility. Additionally, a portion of the unamortized debt costs associated with the 2005 Senior Term Facility and 2005 Senior ABL Facility are continuing to be amortized over the terms of the new Senior Term Facility and Senior ABL Facility. The determination of whether these costs were expensed or further deferred was dependent upon whether the terms of the old and new instruments were considered to be substantially different. In regards to the Senior Term Facility, the determination as to whether the 2005 Senior Term Facility and the new Senior Term Facility were considered to be substantially different was made on a lender by lender basis using the "net method" which compares the cash flows related to the lowest common principal balance between the old and new instruments.

In March 2011, Hertz entered into a credit agreement that provides a $1,400.0 million secured term loan facility (as amended, the "Senior Term Facility"). In addition, the Senior Term Facility includes a pre-funded synthetic letter of credit facility in an aggregate principal amount of $200.0 million. Subject to the satisfaction of certain conditions and limitations, the Senior Term Facility allows for the addition of incremental term and/or revolving loans. Hertz used approximately $1,345.0 million of borrowings under the Senior Term Facility to refinance indebtedness under the 2005 Senior Term Facility. We reflected this transaction on a gross basis in our Consolidated Statement of Cash Flows in "Proceeds from issuance of long-term debt" and "Payment of long-term debt." During the three months ended March 31, 2011, we recorded financing costs of $6.6 million in "Interest expense" on our consolidated statement of operations associated with the new Senior Term Facility.

In March 2011, Hertz, Hertz Equipment Rental Corporation and certain other of our subsidiaries entered into a credit agreement that provides for aggregate maximum borrowings of $1,800.0 million (subject to borrowing base availability) on a revolving basis under an asset-based revolving credit facility (as amended, the "Senior ABL Facility"). Up to $1,500.0 million of the Senior ABL Facility is available for the issuance of letters of credit subject to certain conditions including issuing lender participation. Subject to the satisfaction of certain conditions and limitations, the Senior ABL Facility allows for the addition of incremental revolving and/or term loan commitments. In addition, the Senior ABL Facility permits Hertz to increase the amount of commitments under the Senior ABL with the consent of each lender providing an additional commitment, subject to satisfaction of certain conditions.

~~In March 2011,~~2012, Hertz amended the Canadian Securitization to extend the maturity date from March 2012 to May ~~2011 to November 2011.~~2012.

In June 2011, Hertz Vehicle Financing LLC, or "HVF," a special purpose bankruptcy remote limited liability company of which Hertz is the sole member, closed on $598 million in aggregate principal amount of 3.5 year and 5.5 year weighted average life Series 2011-1 Rental Car Asset Backed Notes, Class A and Class B.

In June 2011, Hertz Holdings Netherlands B.V., an indirect wholly-owned subsidiary of Hertz organized under the laws of The Netherlands, entered into an accordion facility, or the "European Seasonal Revolving Credit Facility," under the European Revolving Credit Facility that provides for aggregate maximum borrowings of €100 million (the equivalent of $135.4 million as of September 30, 2011), subject to borrowing base availability.

In August 2011, we extended the expected maturity of our European Securitization Facility to July 2013. In connection with the extension, we made a number of modifications to the financing arrangement including increasing the advance rate and decreasing pricing.

In September 2011, we extended the maturity of our U.S. Fleet Financing Facility to September 2015 and increased the facility size to $190.0 million. In connection with the extension, we made a number of modifications to the financing arrangement including decreasing the advance rate and increasing pricing.

On September 1, 2011, in connection with our acquisition of Donlen Corporation, Donlen's GN II Variable Funding Note Facility remained outstanding and lender commitments thereunder were increased to permit aggregate maximum borrowings of $850.0 million (subject to borrowing base availability).

Pursuant to the terms of exchange and registration rights agreements entered into in connection with the separate issuances of the 7.5% Senior Notes due 2018, the 7.375% Senior Notes due 2021 and the 6.75% Senior Notes due 2019, Hertz agreed to file a registration statement under the Securities Act of 1933, as amended, to permit either the exchange of such notes for registered notes or, in the alternative, the registered resale of such notes. The registration statement was declared effective on August 19, 2011 and the exchange offers were consummated in September 2011.

~~In September 2011, we added Donlen as a guarantor under certain of our debt instruments and credit facilities.~~ There have been no material changes to the guarantees and security provisions of the debt instruments and credit facilities under which our indebtedness as of ~~September 30, 2011~~March 31, 2012 has been issued from the terms as disclosed in our Form 10-K.

Under the ~~new~~ terms of our ~~amended~~ Senior Term Facility and Senior ABL Facility, we are not subject to ongoing financial maintenance covenants; however, under the Senior ABL Facility, failure to maintain certain levels of liquidity will subject the Hertz credit group to a contractually specified fixed charge coverage ratio of not less than 1:1 for the four quarters most recently ended. As of March 31, 2012, we ~~are~~were not subject to a springing financial maintenance covenant upon the occurrence of certain triggering events. As of September 30, 2011, no triggering event had occurred requiring testing of the springing financial maintenance covenant.such contractually specified fixed charge coverage ratio.

As of ~~September 30, 2011,~~March 31, 2012, the following facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

		Remaining Capacity		Availability Under Borrowing Base Limitation		Remaining Capacity		Availability Under Borrowing Base Limitation

Corporate Debt	Corporate Debt
Senior ABL Facility	Senior ABL Facility	$	1,258.7	$	786.4	$	1,320.3	$	953.6

	Total Corporate Debt		1,258.7		786.4
Total Corporate Debt							1,320.3		953.6

Fleet Debt	Fleet Debt
Donlen GN II Variable Funding Note Facility			85.7		85.7
U.S. Fleet Variable Funding Notes	U.S. Fleet Variable Funding Notes		415.1		76.7		618.1		159.7
Donlen GN II Variable Funding Notes							20.1		20.1
U.S. Fleet Financing Facility	U.S. Fleet Financing Facility		39.0		3.6		29.0		29.0
European Revolving Credit Facility							249.0		91.0
European Securitization	European Securitization		57.2		30.1		282.9		26.2
Canadian Securitization	Canadian Securitization		91.4		12.5		140.2		4.9
Australian Securitization	Australian Securitization		107.6		1.2		94.6		3.6
Capitalized Leases	Capitalized Leases		7.4		1.0		230.2		25.2

	Total Fleet Debt		803.4		210.8
Total Fleet Debt							1,664.1		359.7

Total	Total	$	2,062.1	$	997.2	$	2,984.4	$	1,313.3

Our borrowing capacity and availability primarily comes from our "revolving credit facilities," which are a combination of asset-backed securitization facilities and asset-based revolving credit facilities. Creditors under each of our revolving credit facilities have a claim on a specific pool of assets as collateral. Our ability to borrow under each revolving credit facility is a function of, among other things, the value of the assets in the relevant collateral pool. We refer to the amount of debt we can borrow given a certain pool of assets as the "borrowing base."

We refer to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., the amount of debt we could borrow assuming we possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility.

We refer to "Availability Under Borrowing Base Limitation" ~~and "borrowing base availability"~~ 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 we could borrow given the collateral we possess at such time).

As of ~~September 30, 2011,~~March 31, 2012, the Senior Term Facility had approximately $0.3 million available under the letter of credit facility and the Senior ABL Facility had ~~$1,103.7~~$1,086.5 million available under the letter of credit facility sublimit, subject to borrowing base restrictions.

Substantially all of our revenue earning equipment and certain related assets are owned by special purpose entities, or are encumbered in favor of our lenders under our various credit facilities.

International, Ltd.'s subsidiaries. As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, our International Fleet Financing No. 1 B.V., International Fleet Financing No. 2 B.V. and HA Funding Pty, Ltd. variable interest entities had total assets primarily comprised of loans receivable and revenue earning equipment of ~~$693.8~~$383.0 million and ~~$652.1~~$456.3 million, respectively, and total liabilities primarily comprised of debt of ~~$693.3~~$382.5 million and ~~$651.6~~$455.8 million, respectively.

The following table sets forth the net periodic pension and postretirement (including health care, life insurance and auto) expense (in millions of dollars):

Pension Benefits

Postretirement
Benefits (U.S.)

U.S. Non-U.S.

Nine Months Ended September 30,

2011 2010 2011 2010 2011 2010
Components of Net Periodic Benefit Cost:

Service cost
$ 19.7 $ 18.0 $ 3.0 $ 3.9 $ 0.2 $ 0.2

Interest cost
20.6 19.6 8.5 7.7 0.7 0.7

Expected return on plan assets
(22.9 ) (20.0 ) (9.7 ) (7.4 ) — —

Net amortizations
5.4 3.5 (0.5 ) (0.2 ) — —

Settlement loss
2.2 0.4 — — — —

Curtailment gain
— — (13.1 ) — — —

Net pension/postretirement expense
$ 25.0 $ 21.5 $ (11.8 ) $ 4.0 $ 0.9 $ 0.9

	Pension Benefits

	Pension Benefits												Postretirement Benefits (U.S.)
	U.S.						Non-U.S.						Postretirement Benefits (U.S.)
	Three Months Ended March 31,
	2012			2011			2012			2011			2012		2011
Components of Net Periodic Benefit Cost:
Service cost	$	6.3		$	6.2		$	0.3		$	1.7		$	0.1	$	0.1
Interest cost		6.5			6.5			2.3			2.8			0.2		0.2
Expected return on plan assets		(7.3	)		(7.1	)		(3.0	)		(3.1	)		—		—
Net amortizations		2.8			2.0			—			(0.3	)		—		—
Settlement loss		—			0.3			—			—			—		—

Net pension/postretirement expense	$	8.3		$	7.9		$	(0.4	)	$	1.1		$	0.3	$	0.3

Our policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements. From time to time we make contributions beyond those legally required. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, we contributed ~~$16.6~~$20.3 million and ~~$73.7~~$44.8 million, respectively, to our worldwide pension plans, including discretionary contributions of ~~$0.5~~$3.2 million and ~~$13.7~~$12.3 million, respectively, to our United Kingdom, or "U.K.," defined benefit pension plan and benefit payments made through unfunded plans. ~~For~~The level of 2012 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 ~~three and nine months ended September 30, 2010, we contributed $11.2 million and $57.8 million, respectively, to our worldwide pension plans, including discretionary contributions~~results of ~~$2.3 million and $5.5 million, respectively, to our U.K. defined benefit pension plan and benefit payments made through unfunded plans. Based upon~~ the ~~significant decline in asset values in 2008, which were in line with the overall market declines, it is likely we will continue to make cash contributions in 2011 and possibly in future years.~~

We ~~sponsored~~have a defined benefit pension plan in the U.K. On June 30, 2011, we approved an agreement with the trustees of that plan to cease all future benefit accruals to existing members and to close the plan to new members. Effective July 1, 2011, we introduced a defined contribution plan with company matching contributions to replace the defined benefit pension plan. The company matching contributions are generally 100% of the employee contributions, up to 8% of pay, except that former members of the defined benefit plan receive an enhanced match for five years. This will result in ~~somewhat~~ lower contributions this year into the defined benefit plan, which will be offset by matching contributions to the new defined contribution plan. In the ~~three months~~year ended ~~June 30,~~December 31, 2011, we recognized a gain of $13.1 million for the U.K. plan that represented unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily ~~related~~for inactive employees.

We also sponsor postretirement health care and life insurance benefits for a limited number of employees with hire dates prior to ~~inactive employees.~~January 1, 1990. The postretirement health care plan is contributory with participants' contributions adjusted annually. An unfunded liability is recorded. We also have a key officer postretirement car benefit plan that provides the use of a vehicle from our fleet for retired Senior Vice Presidents and above who have a minimum of 20 years of service and who retire at age 58 or above.

We participate in various "multiemployer" pension plans. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our condensed consolidated balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan's funding of vested benefits. At least one multiemployer plan in which we participate is reported to have, and other of our multiemployer plans could have, significant underfunded liabilities. Such underfunding may increase in the event other employers become insolvent or withdraw from the applicable plan or upon the inability or failure of withdrawing employers to pay their withdrawal liability. In addition, such underfunding may increase as a result of lower than expected returns on pension fund assets or other funding deficiencies. The occurrence of any of these events could have a material adverse effect on our consolidated financial position, results of operations or cash flows.

In March ~~2011,~~2012, we granted ~~371,505~~527,360 Restricted Stock Units, or "RSUs," to certain executives and employees at fair values ranging from ~~$14.60~~$13.65 to ~~$15.02, 499,515~~$14.47, 747,423 Performance Stock Units, or "PSUs," at a fair value of ~~$14.60,~~$13.65, and ~~193,798~~1,083,962 PSUs (referred to as Price Vesting Units, or "PVUs") at a fair ~~value of $10.19~~values ranging from $10.13 to $11.26 under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or the "Omnibus Plan." ~~For the~~The PSUs ~~499,515~~ have a performance condition under which the number of units that will ultimately be awarded will vary from 0% to 150% of the original grant, based on ~~the sum of 2011~~2012 and ~~2012~~2013 Corporate EBITDA results. "EBITDA" means consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation (which includes revenue earning equipment lease charges) and amortization and "Corporate EBITDA," represents EBITDA as adjusted for car rental fleet interest, car rental fleet depreciation and certain other items, as described within the provisions of the Plan. Of the PVUs granted, one half will fully vest after three years if the stock price appreciates 15%, and one half will fully vest after four years if the stock price appreciates 25%. Partial attainment of the stock appreciation targets will result in partial vesting. The ~~remaining 193,798 PSUs granted contain a~~achievement of the market condition ~~whereby~~for the PVUs is determined based on the average closing stock price for the 20 trading day average trailing stock price must equal or exceed a certain price target at any time during the five year performance period. In May 2011, we granted 130,275 RSUs at a fair value of $16.39. In August 2011, we granted 47,473 RSUs at a fair value of $11.79.

Inperiod ending March ~~2011, we granted options to acquire 2,108,944 shares of our common stock to certain executives~~6, 2015 and ~~employees at exercise prices ranging from $14.60 to $15.02 under the Omnibus Plan.~~

A summary of the total compensation expense and associated income tax benefits recognized under our Hertz Global Holdings, Inc. Stock Incentive Plan and Hertz Global Holdings, Inc. Director Stock Incentive Plan, or the "Prior Plans," and the Omnibus Plan, including the cost of stock options, RSUs and PSUs, is as follows (in millions of dollars):

As of ~~September 30, 2011,~~March 31, 2012, there was approximately ~~$43.5~~$55.5 million of total unrecognized compensation cost related to non-vested stock options, RSUs and PSUs granted by Hertz Holdings under the Prior Plans and the Omnibus Plan. The total unrecognized compensation cost is expected to be recognized over the remaining ~~1.7~~1.5 years, on a weighted average basis, of the requisite service period that began on the grant dates.

Our operating segments are aggregated into reportable business segments based primarily upon similar economic characteristics, products, services, customers, and delivery methods. We have identified two reportable segments: rental and leasing of cars, crossovers and light trucks, or "car rental," and rental of industrial, construction, ~~and~~ material handling and other equipment, or "equipment rental." Other reconciling items include general corporate assets and expenses, certain interest expense (including net interest on corporate debt), as well as other business activities, such as our third party claim management services. Donlen is included in the car rental reportable segment.

Adjusted pre-tax income (loss) is the measure utilized by management in making decisions about allocating resources to segments and measuring their performance. We believe this measure best reflects the financial results from ongoing operations. Adjusted pre-tax income (loss) is calculated as income (loss) before income taxes plus other reconciling items, non-cash purchase accounting charges, non-cash debt charges and certain one-time charges and non-operational items. The

contribution of our reportable segments to revenues and adjusted pre-tax income (loss) and the reconciliation to consolidated amounts are summarized below (in millions of dollars).

	Three Months Ended March 31,

	Revenues				Adjusted Pre-Tax Income (Loss)
	2012		2011		2012			2011
Car rental	$	1,658.2	$	1,510.3	$	91.6		$	61.3
Equipment rental		302.1		268.2		25.9			10.2

Total reportable segments		1,960.3		1,778.5		117.5			71.5
Other		0.6		1.5

Total	$	1,960.9	$	1,780.0

Adjustments:
Other reconciling items⁽¹⁾						(88.1	)		(87.5	)
Purchase accounting⁽²⁾						(24.1	)		(20.6	)
Non-cash debt charges⁽³⁾						(25.2	)		(59.9	)
Restructuring charges						(9.4	)		(4.9	)
Restructuring related charges⁽⁴⁾						(0.6	)		(0.5	)
Acquisition related costs						(6.9	)		(2.8	)
Management transition costs						—			(2.5	)
Premiums paid on debt⁽⁵⁾						—			(51.7	)

Loss before income taxes					$	(36.8	)	$	(158.9	)

Three Months Ended September 30,

Revenues Adjusted Pre-Tax Income
(Loss)

2011 2010 2011 2010
Car rental
$ 2,109.1 $ 1,903.5 $ 375.3 $ 307.1
Equipment rental
321.7 281.2 55.9 33.7

Total reportable segments
2,430.8 2,184.7 431.2 340.8
Other
1.5 1.6

Total
$ 2,432.3 $ 2,186.3

Adjustments:

Other reconciling items⁽¹⁾
(84.3 ) (89.4 )

Purchase accounting⁽²⁾
(19.1 ) (23.8 )

Non-cash debt charges⁽³⁾
(21.0 ) (46.4 )

Restructuring charges
(1.9 ) (14.6 )

Restructuring related charges⁽⁴⁾
(3.2 ) (0.6 )

Derivative gains (losses)⁽⁵⁾
0.1 (0.2 )

Management transition costs
(1.5 ) —

Acquisition related costs
(4.6 ) (9.7 )

Income before income taxes
$ 295.7 $ 156.1

Nine Months Ended September 30,

Revenues Adjusted Pre-Tax Income
(Loss)

2011 2010 2011 2010
Car rental
$ 5,388.3 $ 4,938.2 $ 678.8 $ 509.9
Equipment rental
891.6 784.1 99.5 43.0

Total reportable segments
6,279.9 5,722.3 778.3 552.9
Other
4.7 4.5

Total
$ 6,284.6 $ 5,726.8

Adjustments:

Other reconciling items⁽¹⁾
(263.0 ) (275.6 )

Purchase accounting⁽²⁾
(62.2 ) (68.4 )

Non-cash debt charges⁽³⁾
(108.0 ) (144.9 )

Restructuring charges
(40.4 ) (45.5 )

Restructuring related charges⁽⁴⁾
(6.4 ) (7.9 )

Derivative gains (losses)⁽⁵⁾
0.1 (2.5 )

Acquisition related costs
(13.6 ) (16.7 )

Management transition costs
(4.0 ) —

Pension adjustment⁽⁶⁾
13.1 —

Premiums paid on debt⁽⁷⁾
(62.4 ) —

Income (loss) before income taxes
$ 231.5 $ (8.6 )

property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.

(3): Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts. For the three and nine months ended September 30, 2010, also includes $18.0 million and $56.9 million, respectively, associated with the amortization of amounts pertaining to the de-designation of the Hertz Vehicle Financing LLC, or "HVF," interest rate swaps as effective hedging instruments.
(4): Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.
(5): Represents ~~the mark-to-market adjustment on our interest rate cap.~~
~~(6)~~: Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.
~~(7)~~: ~~Represents~~ premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

Total assets increased ~~$1,745.0~~$606.6 million from December 31, ~~2010~~2011 to ~~September 30, 2011.~~March 31, 2012. The increase was primarily related to ~~an increase~~increases in our car rental ~~segment's~~and equipment rental segments' revenue earning equipment, ~~and receivables,~~ partly offset by ~~a decrease~~decreases in ~~other~~our cash and cash equivalents, primarily relating to the redemption of our ~~10.5%~~8.875% Senior ~~Subordinated~~ Notes and ~~a portion~~our 7.875% Senior Notes, and fleet receivables, due to the timing of ~~our 8.875% Senior Notes.~~

Common Stock

Accumulated
Other
Comprehensive
Income (Loss)

Preferred
Stock Additional
Paid-In
Capital Accumulated
Deficit Non-
controlling
Interest Total
Equity
(in Millions)
Shares Amount
December 31, 2010
$ — 413.5 $ 4.1 $ 3,183.2 $ (1,123.2 ) $ 37.9 $ 16.5 $ 2,118.5

Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
129.1 129.1

Translation adjustment changes, net of tax
(7.9 ) (7.9 )

Unrealized holding gains on securities, net of tax
(3.8 ) (3.8 )

Unrealized gain on Euro-denominated debt, net of tax
(4.2 ) (4.2 )

Defined benefit pension plans, net of tax
(0.2 ) (0.2 )

Total Comprehensive Loss
113.0

Net income relating to noncontrolling interest
14.5 14.5

Dividend payment to noncontrolling interest
(10.5 ) (10.5 )

Employee stock purchase plan
0.2 3.2 3.2

Net settlement on vesting of restricted stock
1.2 (11.4 ) (11.4 )

Stock-based employee compensation charges, net of tax
24.4 24.4

Exercise of stock options, net of tax
1.6 0.1 12.3 12.4

Common shares issued to Directors
0.2 1.5 1.5

September 30, 2011
$ — 416.7 $ 4.2 $ 3,213.2 $ (994.1 ) $ 21.8 $ 20.5 $ 2,265.6

			Common Stock										Accumulated Other Comprehensive Income (Loss)

	Preferred Stock		Common Stock				Additional Paid-In Capital			Accumulated Deficit						Total Equity
(in Millions)	Preferred Stock		Shares		Amount		Additional Paid-In Capital			Accumulated Deficit						Total Equity
December 31, 2011	$	—		417.0	$	4.2	$	3,206.0		$	(947.1	)	$	(28.4	)	$	2,234.7
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											(56.3	)					(56.3	)
Other comprehensive income														32.3			32.3
Employee stock purchase plan				0.1				1.2									1.2
Net settlement on vesting of restricted stock				1.8				(18.5	)								(18.5	)
Stock-based employee compensation charges, net of tax								7.5									7.5
Exercise of stock options, net of tax				0.8				4.5									4.5
Common shares issued to Directors								0.1									0.1

March 31, 2012	$	—		419.7	$	4.2	$	3,200.8		$	(1,003.4	)	$	3.9		$	2,205.5

			Common Stock										Accumulated Other Comprehensive Income (Loss)

	Preferred Stock		Common Stock				Additional Paid-In Capital			Accumulated Deficit					Non- controlling Interest		Total Equity
(in Millions)	Preferred Stock		Shares		Amount		Additional Paid-In Capital			Accumulated Deficit					Non- controlling Interest		Total Equity
December 31, 2010	$	—		413.5	$	4.1	$	3,183.2		$	(1,123.2	)	$	37.8	$	16.5	$	2,118.4
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											(132.6	)						(132.6	)
Other comprehensive income														31.0				31.0
Net income relating to noncontrolling interest																3.7		3.7
Employee stock purchase plan				0.1				1.0										1.0
Net settlement on vesting of restricted stock				1.0				(10.7	)									(10.7	)
Stock-based employee compensation charges, net of tax								9.1										9.1
Exercise of stock options, net of tax				0.3				1.8										1.8
Common shares issued to Directors								0.1										0.1

March 31, 2011	$	—		414.9	$	4.1	$	3,184.5		$	(1,255.8	)	$	68.8	$	20.2	$	2,021.8

Common Stock

Accumulated
Other
Comprehensive
Income (Loss)

Preferred Stock Additional
Paid-In
Capital Accumulated
Deficit Non-
controlling
Interest Total
Equity
(in Millions)
Shares Amount
December 31, 2009
$ — 410.2 $ 4.1 $ 3,141.7 $ (1,072.6 ) $ (3.3 ) $ 17.3 $ 2,087.2

Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
(20.6 ) (20.6 )

Change in fair value of derivatives qualifying as cash flow hedges, net of tax
41.9 41.9

Translation adjustment changes, net of tax
(16.6 ) (16.6 )

Unrealized gain on Euro-denominated debt, net of tax
10.5 10.5

Defined benefit pension plans, net of tax
(0.4 ) (0.4 )

Total Comprehensive Income
14.8

Dividend payment to noncontrolling interest
(12.7 ) (12.7 )

Net income relating to noncontrolling interest
13.0 13.0

Employee stock purchase plan
0.2 2.2 2.2

Net settlement on vesting of restricted stock
1.6 (5.7 ) (5.7 )

Stock-based employee compensation charges, net of tax
28.0 28.0

Exercise of stock options, net of tax
0.3 3.2 3.2

Common shares issued to Directors
0.0 1.0 1.0

Phantom shares issued to Directors
0.0 0.3 0.3

Proceeds from disgorgement of stockholder short-swing profits, net of tax
0.1 0.1

September 30, 2010
$ — 412.3 $ 4.1 $ 3,170.8 $ (1,093.2 ) $ 32.1 $ 17.6 $ 2,131.4

Accumulated other comprehensive income (loss) as of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010~~2011 includes accumulated translation gains of ~~$107.0~~$120.9 million and ~~$114.9~~$91.3 million, respectively, pension benefits of ~~$(70.5)~~$(99.8) million and ~~$(70.2)~~$(99.6) million, respectively, unrealized losses on our Euro-denominated debt of ~~$(11.0)~~$(19.4) million and ~~$(6.8)~~$(19.4) million, respectively, ~~and unrealized holding losses of $(3.7) million and~~ unrealized holding gains of ~~$0.1~~$3.4 million ~~respectively.~~

As part of our ongoing effort to implement our strategy of reducing operating costs, we have evaluated our workforce and operations and made adjustments, including headcount reductions and business process reengineering resulting in optimized work flow at rental locations and maintenance facilities as well as streamlined our back-office operations and evaluated potential outsourcing opportunities. When we made adjustments to our workforce and operations, we incurred incremental expenses that delay the benefit of a more efficient workforce and operating structure, but we believe that increased operating efficiency and reduced costs associated with the operation of our business are important to our long-term competitiveness.

During 2007 through ~~2010,~~2011, we announced several initiatives to improve our competitiveness and industry leadership through targeted job reductions. These initiatives included, but were not limited to, job reductions at our corporate headquarters and back-office operations in the U.S. and Europe. As part of our re-engineering optimization we outsourced selected functions globally. In addition, we streamlined operations and reduced costs by initiating the closure of targeted car rental locations and equipment rental branches throughout the world. The largest of these closures occurred in 2008 which resulted in closures of approximately 250 off-airport locations and 22 branches in our U.S. equipment rental business. These initiatives impacted approximately ~~8,500~~8,960 employees.

During the first quarter of ~~2011,~~2012, we continued to streamline operations and reduce costs with the closure of several car rental and equipment rental locations globally as well as a reduction in our workforce by approximately ~~100 employees.~~

During the second quarter of 2011, we continued to streamline operations and reduce costs with the closure of twelve equipment rental locations in the U.S., consolidation of our European headquarters and the reduction in our global workforce by approximately 50 employees.

~~During the third quarter of 2011, we continued to streamline operations and reduce costs by reducing our global workforce by approximately 170~~65 employees.

From January 1, 2007 through ~~September 30, 2011,~~March 31, 2012, we incurred ~~$514.6~~$539.9 million ($~~247.0~~261.5 million for our car rental segment, ~~$213.8~~$225.7 million for our equipment rental segment and ~~$53.8~~$52.7 million of other) of restructuring charges.

Additional efficiency and cost saving initiatives are being developed, however, we presently do not have firm plans or estimates of any related expenses.

Restructuring charges in our consolidated statement of operations can be summarized as follows (in millions of dollars):

~~Restructuring charges in our consolidated statement of operations can be summarized as follows (in millions of dollars):~~

Three Months Ended
September 30, Nine Months Ended
September 30,

2011 2010 2011 2010
By Type:

Involuntary termination benefits
$ 2.4 $ 2.7 $ 6.8 $ 7.5

Pension and post retirement expense
— — 0.3 0.6

Consultant costs
0.3 0.2 0.6 0.9

Asset writedowns
(0.5 ) 5.0 22.8 19.5

Facility closure and lease obligation costs
(0.4 ) 5.3 9.6 11.9

Relocation costs and temporary labor costs
0.1 1.3 0.1 3.8

Other
— 0.1 0.2 1.3

Total
$ 1.9 $ 14.6 $ 40.4 $ 45.5

	Three Months Ended March 31,

	2012		2011
By Caption:
Direct operating	$	7.6	$	4.3
Selling, general and administrative		1.8		0.6

Total	$	9.4	$	4.9

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, the after-tax effect of the restructuring charges decreased diluted earnings per share by $0.00 and $0.06, respectively. During the three and nine months ended September 30, 2010, the after-tax effect of the restructuring charges decreased diluted earnings per share by $0.03 and increased the ~~diluted~~ loss per share by ~~$0.08,~~$0.02 and $0.01, respectively.

The following table sets forth the activity affecting the restructuring accrual during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 (in millions of dollars). We expect to pay the remaining restructuring obligations relating to involuntary termination benefits over the next twelve months. The remainder of the

restructuring accrual relates to future lease obligations which will be paid over the remaining term of the applicable leases.

Fair value approximates the amount indicated on the balance sheet at ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010~~2011 because of the short-term maturity of these instruments. Money market accounts, whose fair value at ~~September 30, 2011,~~March 31, 2012, is measured using Level 1 inputs, totaling ~~$45.9~~$146.3 million and ~~$177.6~~$194.9 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively. Money market accounts, whose fair value at December 31, ~~2010,~~2011, is measured using Level 1 inputs, totaling ~~$1,747.9~~$566.0 million and ~~$24.1~~$142.9 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively.

Marketable securities held by us consist of equity securities classified as available-for-sale, which are carried at fair value and are included within "Prepaid expenses and other assets." Unrealized gains and losses, net of related income taxes, are included in "Accumulated other comprehensive ~~income.~~income (loss)." As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, the fair value of marketable securities was ~~$26.6~~$38.2 million and ~~$0.0~~$33.2 million, respectively. For the three ~~and nine~~ months ended ~~September, 30, 2011,~~March 31, 2012, unrealized ~~losses~~gains of ~~$8.2~~$5.0 million ~~and $6.3 million, respectively,~~ were recorded in "Accumulated other comprehensive ~~income.~~income (loss)." Fair values for marketable securities are based on Level 1 inputs consisting of quoted market prices.

For borrowings with an initial maturity of 93 days or less, fair value approximates carrying value because of the short-term nature of these instruments. For all other debt, fair value is estimated based on quoted market rates as well as borrowing rates currently available to us for loans with similar terms and average maturities (Level 2 inputs). The aggregate fair value of all debt at ~~September 30, 2011~~March 31, 2012 was ~~$12,630.4~~$12,228.9 million, compared to its aggregate unpaid principal balance of ~~$12,590.9~~$11,491.2 million. The aggregate fair value of all debt at December 31, ~~2010~~2011 was ~~$12,063.5~~$11,832.5 million, compared to its aggregate unpaid principal balance of ~~$11,429.6~~$11,400.3 million.

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis (in millions of dollars):

Amount of Gain or
(Loss) Recognized in
Income on Derivative

Location of Gain or (Loss)
Recognized on Derivative Nine Months Ended
September 30,

2011 2010
Derivatives Not Designated as Hedging Instruments under ASC 815:

Gasoline swaps
Direct operating $ 1.0 $ —

Interest rate caps
Selling, general and administrative 0.1 (2.5 )

Foreign exchange forward contracts
Selling, general and administrative 3.4 (19.9 )

Foreign exchange options
Selling, general and administrative (0.1 ) (0.2 )

Total
$ 4.4 $ (22.6 )

	Location of Gain or (Loss) Recognized on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives

		Three Months Ended March 31,
		2012			2011
Derivatives Not Designated as Hedging Instruments under ASC 815:
Gasoline swaps	Direct operating	$	1.8		$	3.1
Foreign exchange forward contracts	Selling, general and administrative		(5.4	)		(0.6	)

Total		$	(3.6	)	$	2.5

In conjunction with the refinanced Series 2009-1 ~~Notes~~ and the Series 2010-2, ~~Notes,~~ HVF purchased an interest rate cap for $6.7 million, with a maximum notional amount equal to the refinanced Series 2009-1 ~~Notes~~ and the Series 2010-2 ~~Notes~~ with a combined maximum principal amount of $2.1 billion, a strike

rate of 5% and expected maturity date of March 25, 2013. Additionally, Hertz sold a 5% interest rate cap for $6.2 million, with a matching notional amount and term to the HVF interest rate cap. Also in December 2010, the Australian Securitization was completed and our Australian operating subsidiary purchased an interest rate cap for $0.5 million, with a maximum notional amount equal to the Australian Securitization maximum principal amount of A$250 million, a strike rate of 7% and expected maturity date of December 2012. Additionally, Hertz sold a 7% interest rate cap, for $0.4 million with a matching notional amount and term to the Australian operating subsidiary's interest rate cap. The fair values of all interest rate caps were calculated using a discounted cash flow method and applying observable market data (i.e. the 1-month LIBOR yield curve and credit default swap spreads). Gains and losses resulting from changes in the fair value of these interest rate caps are included in our results of operations in the periods incurred.

In connection with our acquisition of Donlen, we acquired interest rate swaps with a total notional amount of ~~$30.4~~$25.6 million at ~~September 30, 2011,~~March 31, 2012, associated with floating rate debt. These interest rate swaps are used to effectively convert an amount of floating rate debt into fixed rate debt. The fair values of these interest rate swaps were calculated using a discounted cash flow method and applying observable market data (i.e. the 1-month LIBOR yield curve). Gains and losses resulting from changes in the fair value of these interest rate swaps are included in our results of operations in the periods incurred (in Selling, general and administrative).

We purchase unleaded gasoline and diesel fuel at prevailing market rates and maintain a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. We currently have in place swaps to cover a portion of our fuel price exposure through ~~November 2012.~~May 2013. We presently hedge a portion of our overall unleaded gasoline and diesel fuel purchases with commodity swaps and have contracts in place that settle on a monthly basis. As of ~~September 30, 2011,~~March 31, 2012, our outstanding commodity instruments for unleaded gasoline and diesel fuel totaled approximately ~~9.3~~8.2 million gallons and ~~2.1~~0.6 million gallons, respectively. The fair value of these commodity instruments was calculated using a discounted cash flow method and applying observable market data (i.e., NYMEX RBOB Gasoline and U.S. Department of Energy surveys, etc.). Gains and losses resulting from changes in the fair value of these commodity instruments are included in our results of operations in the periods incurred.

manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to foreign exchange options are limited to the premium paid for the right to exercise the option and the future performance of the option's counterparty. Premiums paid for options outstanding as of ~~September 30, 2011,~~March 31, 2012, were approximately $0.2 million. We limit counterparties to the transactions to financial institutions that have strong credit ratings. As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, the total notional amount of these foreign exchange options was ~~$5.3~~$8.6 million and ~~$3.5~~$9.1 million, respectively. As of ~~September 30, 2011,~~March 31, 2012, these foreign exchange options mature through ~~January~~April 2013. The fair value of the foreign exchange options was calculated using a discounted cash flow method and applying observable market data (i.e. foreign currency exchange rates). Gains and losses resulting from changes in the fair value of these options are included in our results of operations in the periods incurred.

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations. As of ~~September 30, 2011 and December~~March 31, ~~2010,~~2012, the total notional amount of these forward contracts was ~~$1,043.0~~$578.8 million, ~~and $721.8 million, respectively. As of September 30, 2011 these foreign currency forward contracts mature~~maturing within four months. The fair value of these foreign currency forward contracts was calculated based on foreign currency forward exchange rates.

On October 1, 2006, we designated our 7.875% Senior Notes due 2014 as an effective net investment hedge of our Euro-denominated net investment in our international operations. As a result of this net investment hedge designation, as of September 30, 2011 and December 31, 2010, losses of $11.0 million (net of tax of $7.8 million) and $6.8 million (net of tax of $5.1 million), respectively, attributable to the translation of our 7.875% Senior Notes due 2014 into the U.S. dollar are recorded in our condensed consolidated balance sheet in "Accumulated other comprehensive income."

Other than as disclosed below, in the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, there were no material changes to our relationship with Hertz Investors, Inc. or the Sponsors.

On March 31, 2011, the Sponsors sold 50 million of our common shares to Goldman, Sachs & Co. as the sole underwriter in the registered public offering of those shares. Following this offering, the Sponsors continue to own an aggregate of approximately 160 million shares, or approximately 39% of our outstanding common stock.

Affiliates of BAMLCP (which is one of the Sponsors), including Merrill Lynch & Co., Inc., Bank of America, N.A. ~~and certain of their affiliates (which are stockholders of Hertz Holdings)~~, have provided various investment and commercial banking and financial advisory services to us for which they have received customary fees and commissions. In addition, these parties have acted as agents, lenders, purchasers and/or underwriters to us under our respective financing arrangements, for which they have received customary fees, commissions, expenses and/or other compensation. More specifically, these parties have acted in the following capacities, or similar capacities, with respect to our financing arrangements: lenders and/or agents under the Senior Credit Facilities, the U.S. Fleet Financing Facility and certain of the U.S. Fleet Variable Funding Notes; purchasers and/or underwriters under the Senior Notes and certain of the U.S. Fleet Medium Term Notes; and structuring advisors and/or agents under the U.S. ABS Program.

As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, approximately ~~$182~~$187 million and ~~$255~~$174 million, respectively, of our outstanding debt was with related parties.

As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, the following guarantees (including indemnification commitments) were issued and outstanding.

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

Hertz has entered into customary indemnification agreements with Hertz Holdings, the Sponsors and our stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, our stockholders affiliated with the Sponsors 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 the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We also entered into indemnification agreements with each of our directors. We do not believe that these indemnifications are reasonably likely to have a material impact on us.

We have 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 we may be held responsible could be substantial. The probable expenses that we expect to incur for such matters have been accrued, and those expenses are reflected in our condensed consolidated financial statements. As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in our condensed consolidated balance sheets in "Accrued liabilities" were ~~$1.8~~$1.5 million and ~~$1.6~~$1.5 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials ~~there,~~therein, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

From time to time we are a party to various legal proceedings. We are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles and equipment rented from us and our licensees. The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment, as stated on our balance sheet, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on a non-discounted basis. Reserve requirements are based on actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and ~~administrative~~ costs. At ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010~~2011 our liability recorded for public liability and property damage matters was ~~$289.4~~$281.0 million and ~~$278.7~~$281.5 million, respectively. We believe that our analysis ~~was~~is based on the most relevant information available, combined with reasonable assumptions, and that we may prudently rely on this information to determine the estimated liability. We note the liability is subject to significant uncertainties. The adequacy of the liability reserve is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

For a detailed description of certain of our legal proceedings please see Note 11 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data."

The following recent developments pertaining to legal proceedings described in our Form 10-K are furnished on a supplemental basis:

~~Following~~In February 2012, we filed separate motions for partial summary judgment on the ~~entry of~~Loss Damage Waiver and the ~~Court's June 27, 2011 Order~~Environmental Recovery Fee claims and we filed a motion to decertify the class in~~Janet Sobel~~Davis Landscape, Ltd. et al. v. ~~The~~ Hertz ~~Corporation et al.~~Equipment Rental Corporation. which formally denied the plaintiffs' motion for final approval of the settlement, the plaintiffs filed a motion for class certification—which we opposed—and discovery has again commenced. A separate action is proceeding against Enterprise, National and Alamo.

~~The Kansas Supreme Court issued its decision in~~~~Critchfield Physical Therapy, Inc. v. Taranto Group, Inc.~~~~—another Telephone Consumer Protection Act case—in September of 2011, so~~In March 2012, the ~~stay that had been pending~~federal magistrate entered an order inFun Services of Kansas City, Inc. v. Hertz Equipment Rental Corporation ~~has now been lifted~~requiring the parties to engage in mediation and ~~the case will proceed.~~report back to her regarding their progress by June 6, 2012.

~~None~~Aside from the above mentioned, none of the other legal proceedings described in our Form 10-K have experienced any material changes.

As previously disclosed, on June 15, 2011 we received a subpoena from the staff of the Securities and Exchange Commission, or "SEC," seeking production of documents related to our proposed business combination with Dollar Thrifty Automotive Group, Inc. We are cooperating fully with the SEC's investigation. We do not expect this investigation to have any effect on a proposed business combination with Dollar Thrifty.

In addition to the above mentioned and those described in our Form 10-K or in our other filings with Securities and Exchange Commission, various other legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against us and our subsidiaries. Other than with respect to the aggregate claims for public liability and property damage pending against us, management, based on the advice of legal counsel, does not believe that any of the matters resolved, or pending against us, are material to us and our subsidiaries taken as a whole.

We have established reserves for matters where we believe that the losses are probable and reasonably estimated. Other than with respect to the aggregate reserve established for claims for public liability and property damage, none of those reserves are material. For matters where we have 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. Litigation is 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, including those discussed in our Form 10-K or in our other filings with

Securities and Exchange Commission, could be decided unfavorably to us or any of our subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to our consolidated financial condition, results of operations or cash flows in any particular reporting period.

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

The following table sets forth the computation of basic and diluted ~~earnings (loss)~~loss per share (in millions of dollars, except per share amounts):

Three Months Ended
September 30, Nine Months Ended
September 30,

2011 2010 2011 2010
Basic and diluted earnings (loss) per share:

Numerator:

Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
$ 206.7 $ 155.3 $ 129.1 $ (20.6 )

Denominator:

Weighted average shares used in basic computation
416.6 412.2 415.6 411.6

Add: Stock options, RSUs and PSUs
6.4 7.6 8.0 —

Add: Potential issuance of common stock upon conversion of Convertible Senior Notes
17.9 10.6 23.7 —

Weighted average shares used in diluted computation
440.9 430.4 447.3 411.6

Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic
$ 0.50 $ 0.38 $ 0.31 $ (0.05 )
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted
$ 0.47 $ 0.36 $ 0.29 $ (0.05 )

	Three Months Ended March 31,

	2012			2011
Basic and diluted loss per share:
Numerator:
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	(56.3	)	$	(132.6	)

Denominator:
Weighted average shares used in basic and diluted computation		418.1			414.1

Loss per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic	$	(0.13	)	$	(0.32	)
Loss per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted	$	(0.13	)	$	(0.32	)

Diluted ~~earnings (loss)~~loss per share computations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 excluded the weighted-average impact of the assumed exercise of approximately ~~8.9~~19.4 million ~~shares of~~and 21.6 million stock options, RSUs and PSUs, because such impact would be antidilutive. Diluted earnings (loss) per share computations for the three and nine months ended September 30, 2010 excluded the weighted-average impact of the assumed exercise of approximately 9.5 million and 23.6 million shares, respectively, ~~of stock options, RSUs and PSUs~~ because such impact would be antidilutive. Additionally, for the ~~nine~~three months ended ~~September 30, 2010,~~March 31, 2012 and 2011, there was no impact to the diluted ~~earnings (loss)~~loss per share computations associated with the outstanding Convertible Senior Notes, because such impact would be ~~antidilutive.~~anti-dilutive

In April 2012, Hertz paid off the remaining $70.0 million of debt outstanding under the U.S. ABS Program Series 2011-2 U.S. Fleet Variable Funding Notes and terminated the facility.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations

The following discussion and analysis provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operations. Unless the context otherwise requires, in this Report on Form 10-Q, (i) "Hertz Holdings" means Hertz Global Holdings, Inc., our top-level holding company, (ii) "Hertz" means The Hertz Corporation, our primary operating company and a direct wholly-owned subsidiary of Hertz Investors, Inc., which is wholly-owned by Hertz Holdings, (iii) "we," "us" and "our" mean Hertz Holdings and its consolidated subsidiaries, including Hertz, (iv) "HERC" means Hertz Equipment Rental Corporation, Hertz's wholly-owned equipment rental subsidiary, together with our various other wholly-owned international subsidiaries that conduct our industrial, construction and material handling equipment rental business, (v) "cars" means cars, crossovers and light trucks (including sport utility vehicles and, outside North America, light commercial vehicles), (vi) "program cars" means cars purchased by car rental companies under repurchase or guaranteed depreciation programs with car manufacturers, (vii) "non-program cars" mean cars not purchased under repurchase or guaranteed depreciation programs for which the car rental company is exposed to residual risk and (viii) "equipment" means industrial, construction and material handling equipment.

You should read the following discussion and analysis together with the section below entitled "Cautionary Note Regarding Forward-Looking Statements," with the financial statements and the related notes thereto contained elsewhere in this Form 10-Q, or this "Report."

Certain statements contained or incorporated by reference in this Report and in reports we subsequently file with the United States Securities and Exchange Commission, or the "SEC," on Forms 10-K and 10-Q and file or furnish on Form 8-K, and in related comments by our management, include "forward-looking statements." Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as "believe," "expect," "project," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts" or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on SEC Forms 10-K, 10-Q and 8-K.

Some important factors that could affect our actual results include, among others, those that may be disclosed from time to time in subsequent reports filed with the SEC, those described under "Item 1A—Risk Factors" included in Hertz Holdings' Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010,~~2011, filed with the SEC, on February ~~25, 2011,~~27, 2012, or our "Form 10-K," in Part II, "Item 1A—Risk Factors" included in Hertz Holdings' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the SEC, on August 5, 2011, or our "Second Quarter Form 10-Q," and in Part II, "Item 1A—Risk Factors" included in this Form 10-Q,10-K" and the ~~following, which were derived in part from the risks set forth in the Form 10-K and the Second Quarter Form 10-Q:~~following:

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Hertz Holdings was incorporated in Delaware in 2005 to serve as the top-level holding company for the consolidated Hertz business. Hertz was incorporated in Delaware in 1967. Hertz is a successor to corporations that have been engaged in the car and truck rental and leasing business since 1918 and the equipment rental business since 1965. Ford Motor Company, or "Ford," acquired an ownership interest in Hertz in 1987. Prior to this, Hertz was a subsidiary of United Continental Holdings, Inc. (formerly Allegis Corporation), which acquired Hertz's outstanding capital stock from RCA Corporation in 1985.

or collectively the "Sponsors," acquired all of Hertz's common stock from Ford Holdings LLC. We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition."

~~In March 2011, the Sponsors sold 50,000,000 shares of their Hertz Holdings common stock to Goldman, Sachs & Co. as the sole underwriter in the registered public offering of those shares.~~

As a result of our initial public offering in November 2006 and subsequent offerings in June 2007, May 2009, June 2009 and March 2011, the Sponsors reduced their holdings to approximately ~~39%~~38% of the outstanding shares of common stock of Hertz Holdings.

~~On September 1, 2011, Hertz completed the acquisition of Donlen Corporation, or "Donlen," a leading provider of fleet leasing and management services.~~

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

We are engaged principally in the business of renting and leasing of cars and equipment.

Our revenues primarily are derived from rental and related charges and consist of:

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

Our profitability is primarily a function of the volume, mix and pricing of rental transactions and the utilization of cars and equipment. Significant changes in the purchase price or residual values of cars and equipment or interest rates can have a significant effect on our profitability depending on our ability to adjust pricing for these changes. We continue to balance our mix of non-program and program vehicles based on market conditions. Our business requires significant expenditures for cars and equipment, and consequently we require substantial liquidity to finance such expenditures. See "Liquidity and Capital Resources" below.

We have revised our consolidated statement of operations as a result of adjustments relating to additional telecommunication charges (direct operating expenses) and depreciation of revenue earning equipment and lease charges. See Note 2 to the Notes to our condensed consolidated financial statements included in this Report.

In the U.S., as of ~~September 30,~~March 31, 2012, the percentage of non-program cars was 84% as compared to 77% as of March 31, 2011. Internationally, as of March 31, 2012, the percentage of non-program cars was 75%, compared to 65% as of March 31, 2011. In the U.S., as of December 31, 2011, the percentage of non-program cars was ~~70%~~79% as compared to ~~64%~~72% as of ~~September 30,~~December 31, 2010. Internationally, as of ~~September 30,~~December 31, 2011, the percentage of non-program cars was ~~61% as~~75%, compared to ~~60% as of September 30, 2010. In the U.S.,~~70% as of December 31, ~~2010, the percentage of non-program cars was 72% as compared to 67% as of~~

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

~~December 31, 2009. Internationally, as of December 31, 2010, the percentage of non-program cars was 70%, compared to 71% as of December 31, 2009.~~2010.

In recent periods we have decreased the percentage of program cars in our car rental fleet. Non-program cars typically have lower acquisition costs and lower depreciation rates than comparable program cars. As a result of decreasing our reliance on program cars, we reduce our risk related to the creditworthiness of the vehicle manufacturers. With fewer program cars in our fleet, we have an increased risk that the market value of a car at the time of its disposition will be less than its estimated residual value. Program cars generally provide us with flexibility to reduce the size of our fleet by returning cars sooner than originally expected without risk of loss in the event of an economic downturn or to respond to changes in rental demand. This flexibility will be reduced as the percentage of non-program cars in our car rental fleet increases. Furthermore, it is expected that the average age of our fleet will increase since the average holding period for non-program vehicles is longer than program vehicles. However, the longer holding period does not necessarily equate to higher costs due to the stringent turnback requirements imposed by vehicle manufacturers for program cars.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

In the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, our monthly per vehicle depreciation costs decreased as compared to the prior year period due to improved residual values in the U.S., a continued move towards a greater proportion of non-program vehicles, mix optimization and improved procurement and remarketing efforts. We believe the ~~increase in~~positive trending of residual values ~~in the U.S. was partially~~is primarily due to continued short supply of used vehicle inventory and improving consumer confidence. This, along with an overall strong car sales market (with fewer incentives on new vehicle sales), is expected to keep the ~~events in Japan earlier this year which have started to level off as these events have worked their way through~~demand for nearly new used vehicles on a positive trend for the ~~vehicle supply chain.~~near term.

For the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, we experienced ~~an 8.4%~~a 9.6% increase in transaction days versus the prior period in the United States while rental rate revenue per transaction day, or "RPD," declined by ~~4.2%.~~4.4% compared to the three months ended March 31, 2011. During the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, in our European operations, we experienced a ~~7.1% improvement~~3.2% decline in transaction days ~~while~~and a 2.8% decline in RPD ~~declined by 3.3%~~ compared to the ~~nine~~three months ended ~~September 30, 2010.~~March 31, 2011.

Our U.S. off-airport operations represented ~~$907.1~~$283.8 million and ~~$816.9~~$262.3 million of our total car rental revenues in the ~~nine~~three months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ respectively. As of ~~September 30, 2011,~~March 31, 2012, we have approximately ~~2,090~~2,245 off-airport locations. Our strategy includes selected openings of new off-airport locations, the disciplined evaluation of existing locations and the pursuit of same-store sales growth. Our strategy also includes increasing penetration in the off-airport market and growing the online leisure market, particularly in the longer length weekly sector, which is characterized by lower vehicle costs and lower transaction costs at a lower RPD. Increasing our penetration in these sectors is consistent with our long-term strategy to generate profitable growth. When we open a new off-airport location, we incur a number of costs, including those relating to site selection, lease negotiation, recruitment of employees, selection and development of managers, initial sales activities and integration of our systems with those of the companies who will reimburse the location's replacement renters for their rentals. A new off-airport location, once opened, takes time to generate its full potential revenues and, as a result, revenues at new locations do not initially cover their start-up costs and often do not, for some time, cover the costs of their ongoing operations.

On September 1, 2011, Hertz acquired 100% of the equity interest in Donlen, a leading provider of fleet leasing and management services for corporate fleets that, for the three months ended March 31, 2012, had an average of approximately 141,500 vehicles under lease and management. Donlen provides Hertz an immediate leadership position in long-term car, truck and equipment leasing and fleet management. Donlen's fleet management programs provide outsourced solutions to reduce fleet operating costs and improve driver productivity. These programs include administration of preventive maintenance, advisory services, and fuel and accident management along with other complementary services. This transaction is part of the overall growth strategy of Hertz to provide the most flexible transportation programs for corporate and general consumers. Additionally, Donlen brings to Hertz a specialized consulting and technology expertise that will enable us to model, measure and manage fleet performance more effectively and efficiently.

As of March 31, 2012, our worldwide car rental operations had a total of approximately 8,650 corporate and licensee locations in approximately 150 countries in North America, Europe, Latin America, Asia, Australia, Africa, the Middle East and New Zealand.

While Hertz Holdings withdrew its exchange offer for Dollar Thrifty's common stock in October 2011, we continue to believe that a merger with Dollar Thrifty is in the best interests of both companies. We believe we have made substantial progress toward our goal to obtaining antitrust clearance that would allow us to consider the terms on which we might move forward with that acquisition. We have agreed on the material terms of a divestiture of our Advantage business with a potential buyer, contingent on a

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

successful acquisition of Dollar Thrifty and have provided those terms to the staff at the Federal Trade Commission, or "FTC." We are optimistic this divestiture will satisfy the FTC staff. In addition, Hertz has made significant progress in negotiating a draft consent order with the FTC staff. We are working with the FTC staff on the next steps toward obtaining a final consent order from the FTC. We can offer no assurance that any transaction with Dollar Thrifty will be consummated.

HERC experienced higher rental volumes and pricing ~~worldwide~~ for ~~the nine~~three months ended ~~September 30, 2011~~March 31, 2012 compared to the prior year period as the industry continued its recovery ~~and fleet levels began to align with demand~~ in ~~the industry. Specifically, we~~North America. We continued to see growth in our

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

specialty services such as Pump & Power, Industrial Plant Services and Hertz Entertainment Services capitalizing on the opportunities in these strategic markets. Additionally, there are increased opportunities for the remainder of 2012 as the uncertain economic outlook makes rental solutions attractive to customers, enabling HERC and other large rental companies to gain market ~~niches.~~share.

As of March 31, 2012, HERC ~~locations:~~had a total of approximately 325 branches in the U.S., Canada, France, Spain, China and Saudi Arabia.

Our car rental and equipment rental operations are seasonal businesses, with decreased levels of business in the winter months and heightened activity during the spring and summer. We have the ability to dynamically manage fleet capacity, the most significant portion of our cost structure, to meet market demand. For instance, to accommodate increased demand, we increase our available fleet and staff during the second and third quarters of the year. As business demand declines, fleet and staff are decreased accordingly. A number of our other major operating costs, including airport concession fees, commissions and vehicle liability expenses, are directly related to revenues or transaction volumes. In addition, our management expects to utilize enhanced process improvements, including efficiency initiatives and the use of our information technology systems, to help manage our variable costs. Approximately two-thirds of our typical annual operating costs represent variable costs, while the remaining one-third is fixed or semi-fixed. We also maintain a flexible workforce, with a significant number of part time and seasonal workers. However, certain operating expenses, including rent, insurance, and administrative overhead, remain fixed and cannot be adjusted for seasonal demand. Revenues related to our fleet leasing and management services are generally not seasonal.

~~During the third quarter of 2011, we continued to streamline operations and reduce costs by reducing our global workforce by approximately 170~~65 employees.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, our consolidated statement of operations includes restructuring charges of ~~$1.9~~$9.4 million and $40.4 million, respectively. For the three and nine months ended September 30, 2010, our consolidated statement of operations includes restructuring charges relating to the initiatives discussed above of $14.6 million and $45.5$4.9 million, respectively.

Additional efficiency and cost saving initiatives are being developed, however, we presently do not have firm plans or estimates of any related expenses. See Note 12 to the Notes to our condensed consolidated financial statements included in this Report.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

Three Months Ended ~~September 30, 2011~~March 31, 2012 Compared with Three Months Ended ~~September 30, 2010~~March 31, 2011

The following table sets forth the percentage of total revenues represented by the various line items in our consolidated statements of operations for the three months ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~ (in millions of dollars):

									Percentage of Revenues												Percentage of Revenues

			Three Months Ended September 30,						Three Months Ended September 30,						Three Months Ended March 31,						Three Months Ended March 31,
			2011			2010			2011			2010			2012			2011			2012			2011
Revenues:	Revenues:
Car rental															$	1,623.2		$	1,478.9			82.8	%		83.1	%
Equipment rental																301.3			268.1			15.4			15.1
Other																36.4			33.0			1.8			1.8
	Car rental		$	2,062.5		$	1,862.6			84.8	%		85.2	%
	Equipment rental			321.6			281.1			13.2			12.9
	Other			48.2			42.6			2.0			1.9

		Total revenues		2,432.3			2,186.3			100.0			100.0
Total revenues																1,960.9			1,780.0			100.0			100.0

Expenses:	Expenses:
Direct operating																1,115.1			1,073.7			56.9			60.3
Depreciation of revenue earning equipment and lease charges																514.1			436.1			26.2			24.5
Selling, general and administrative																207.8			182.2			10.6			10.2
Interest expense																162.3			196.9			8.3			11.1
Interest income																(1.1	)		(1.9	)		(0.1	)		(0.1	)
Other (income) expense, net																(0.5	)		51.9			—			2.9
	Direct operating			1,247.6			1,159.6			51.2			53.0
Total expenses																1,997.7			1,938.9			101.9			108.9
	Depreciation of revenue earning equipment and lease charges			523.3			501.0			21.5			22.9
	Selling, general and administrative			197.6			168.7			8.1			7.7
	Interest expense			169.3			202.2			7.0			9.3
	Interest income			(1.2	)		(1.3	)		—			—

		Total expenses		2,136.6			2,030.2			87.8			92.9

Income before income taxes				295.7			156.1			12.2			7.1
Loss before income taxes																(36.8	)		(158.9	)		(1.9	)		(8.9	)
(Provision) benefit for taxes on income	(Provision) benefit for taxes on income			(83.2	)		3.9			(3.4	)		0.2			(19.5	)		30.0			(1.0	)		1.7

Net income				212.5			160.0			8.8			7.3
Net loss																(56.3	)		(128.9	)		(2.9	)		(7.2	)
Less: Net income attributable to noncontrolling interest	Less: Net income attributable to noncontrolling interest			(5.8	)		(4.7	)		(0.3	)		(0.2	)		—			(3.7	)		—			(0.2	)

Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders			$	206.7		$	155.3			8.5	%		7.1	%
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders															$	(56.3	)	$	(132.6	)		(2.9	)%		(7.4	)%

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

The following table sets forth certain of our selected car rental, equipment rental and other operating data for the three months ended or as of ~~September 30, 2011~~March 31, 2012 and ~~2010:~~2011:

	Three Months Ended or as of March 31,

	2012			2011
Selected Car Rental Operating Data:
Worldwide number of transactions (in thousands)		6,388			6,028
Domestic (Hertz)		4,837			4,479
International (Hertz)		1,551			1,549
Worldwide transaction days (in thousands)^(a)		31,669			29,650
Domestic (Hertz)		22,825			20,821
International (Hertz)		8,844			8,829
Worldwide rental rate revenue per transaction day^(b)	$	40.36		$	41.99
Domestic (Hertz)	$	39.54		$	41.34
International (Hertz)	$	42.48		$	43.51
Worldwide average number of cars during the period		595,300			427,300
Domestic (Hertz company-operated)		320,500			295,600
International (Hertz company-operated)		133,300			131,700
Donlen (under lease and maintenance)		141,500			N/A
Adjusted pre-tax income (in millions of dollars)^(c)	$	91.6		$	61.3
Worldwide revenue earning equipment, net (in millions of dollars)	$	9,354.1		$	7,714.2
Selected Worldwide Equipment Rental Operating Data:
Rental and rental related revenue (in millions of dollars)^(d)	$	274.3		$	241.5
Same store revenue growth, including growth initiatives^(e)		8.9	%		10.6	%
Average acquisition cost of rental equipment operated during the period (in millions of dollars)	$	2,902.0		$	2,756.8
Adjusted pre-tax income (in millions of dollars)^(c)	$	25.9		$	10.2
Revenue earning equipment, net (in millions of dollars)	$	1,911.1		$	1,687.1

Three Months Ended
or as of September 30,

2011 2010
Selected Car Rental Operating Data:

Worldwide number of transactions (in thousands)
7,401 6,969

Domestic (Hertz)
5,368 5,016

International (Hertz)
2,033 1,953

Worldwide transaction days (in thousands)^(a)
40,240 36,441

Domestic (Hertz)
26,452 23,637

International (Hertz)
13,788 12,804

Worldwide rental rate revenue per transaction day^(b)
$ 42.50 $ 44.85

Domestic (Hertz)
$ 41.44 $ 44.21

International (Hertz)
$ 44.52 $ 46.03

Worldwide average number of company-operated cars during the period
667,800 487,100

Domestic (Hertz)
352,700 312,400

International (Hertz)
186,000 174,700

Donlen
129,100 N/A

Adjusted pre-tax income (in millions of dollars)^(c)
$ 375.3 $ 307.1

Worldwide revenue earning equipment, net (in millions of dollars)
$ 9,859.4 $ 8,103.7
Selected Worldwide Equipment Rental Operating Data:

Rental and rental related revenue (in millions of dollars)^(d)
$ 292.3 $ 259.9

Same store revenue growth (decline), including growth initiatives^(e)
11.3 % 2.6 %

Average acquisition cost of rental equipment operated during the period (in millions of dollars)
$ 2,830.3 $ 2,691.9

Adjusted pre-tax income (in millions of dollars)^(c)
$ 55.9 $ 33.7

Revenue earning equipment, net (in millions of dollars)
$ 1,779.1 $ 1,681.4

(a): Transaction days represents the total number of days that vehicles were on rent in a given period.
(b): Car rental rate revenue consists of all revenue, net of discounts, associated with the rental of cars including charges for optional insurance products, but excluding revenue derived from fueling and concession and other expense pass-throughs, NeverLost units in the U.S. and certain ancillary revenue. Rental rate revenue per transaction day is calculated as total rental rate revenue, divided by the total number of transaction days, with all periods adjusted to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management and investors as it represents the best measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control. The optional insurance products are packaged within certain negotiated corporate, government and membership programs and within certain retail rates being charged. Based upon these existing programs and rate packages, management believes that these optional insurance products should be consistently included in the daily pricing of car rental transactions. On the other hand, non-rental rate revenue items such as refueling and concession pass-through expense items are driven by factors beyond the control of management (i.e. the price of fuel and the concession fees charged by airports). Additionally, NeverLost units are an optional revenue product which management does not consider to be part of their daily pricing of car rental transactions. The following table reconciles our ~~car rental~~

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

	Three Months Ended September 30,						Three Months Ended March 31,

	2011			2010			2012			2011
Car rental segment revenues	$	2,109.1		$	1,903.5		$	1,658.2		$	1,510.3
Non-rental rate revenue		(354.1	)		(291.1	)		(369.3	)		(245.6	)
Foreign currency adjustment		(44.9	)		22.0			(10.8	)		(19.8	)

Rental rate revenue	$	1,710.1		$	1,634.4		$	1,278.1		$	1,244.9

Transaction days (in thousands)		40,240			36,441			31,669			29,650
Rental rate revenue per transaction day (in whole dollars)	$	42.50		$	44.85		$	40.36		$	41.99

(c): Adjusted pre-tax income is calculated as income (loss) before income taxes plus non-cash purchase accounting charges, non-cash debt charges relating to the amortization and write-off of debt financing costs and debt discounts and certain one-time charges and non-operational items. Adjusted pre-tax income is important to management because it allows management to assess operational performance of our business, exclusive of the items mentioned above. It also allows management to assess the performance of the entire business on the same basis as the segment measure ~~utilized by management in making decisions about allocating resources to segments and measuring their performance.~~of profitability. Management believes ~~this measure best reflects~~that it is important to investors for the ~~financial results from ongoing operations.~~same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally. The contribution of our reportable segments to adjusted pre-tax income and reconciliation to consolidated amounts are presented below (in millions of dollars):

	Three Months Ended March 31,

	2012			2011
Adjusted pre-tax income:
Car rental	$	91.6		$	61.3
Equipment rental		25.9			10.2

Total reportable segments		117.5			71.5
Adjustments:
Other reconciling items(1)		(88.1	)		(87.5	)
Purchase accounting(2)		(24.1	)		(20.6	)
Non-cash debt charges(3)		(25.2	)		(59.9	)
Restructuring charges		(9.4	)		(4.9	)
Restructuring related charges(4)		(0.6	)		(0.5	)
Acquisition related costs		(6.9	)		(2.8	)
Management transition costs		—			(2.5	)
Premiums paid on debt(5)		—			(51.7	)

Loss before income taxes	$	(36.8	)	$	(158.9	)

Three Months Ended
September 30,

2011 2010
Adjusted pre-tax income:

Car rental
$ 375.3 $ 307.1

Equipment rental
55.9 33.7

Total reportable segments
431.2 340.8
Adjustments:

Other reconciling items(1)
(84.3 ) (89.4 )

Purchase accounting(2)
(19.1 ) (23.8 )

Non-cash debt charges(3)
(21.0 ) (46.4 )

Restructuring charges
(1.9 ) (14.6 )

Restructuring related charges(4)
(3.2 ) (0.6 )

Derivative gains (losses)(5)
0.1 (0.2 )

Acquisition related costs
(4.6 ) (9.7 )

Management transition costs
(1.5 ) —

Income before income taxes
$ 295.7 $ 156.1

(1): Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities such as our third-party claim management services.
(2): Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.
(3): Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts. For the three months ended September 30, 2010, also includes $18.0 million associated with the amortization of amounts pertaining to the de-designation of the Hertz Vehicle Financing LLC, or "HVF," interest rate swaps as effective hedging instruments.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

(d): Equipment rental and rental related revenue consists of all revenue, net of discounts, associated with the rental of equipment including charges for delivery, loss damage waivers and fueling, but excluding revenue arising from the sale of equipment, parts and supplies and certain other ancillary revenue. Rental and rental related revenue is adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management and investors as it is utilized in the measurement of rental revenue generated per dollar invested in fleet on an annualized basis and is comparable with the reporting of other industry participants. The following table reconciles our equipment rental ~~segment revenues~~revenue to our equipment rental and rental related revenue (based on December 31, ~~2010~~2011 foreign exchange rates) for the three months ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~ (in millions of dollars):

	Three Months Ended September 30,						Three Months Ended March 31,

	2011			2010			2012			2011
Equipment rental segment revenues	$	321.7		$	281.2		$	302.1		$	268.2
Equipment sales and other revenue		(26.0	)		(24.1	)		(26.3	)		(23.3	)
Foreign currency adjustment		(3.4	)		2.8			(1.5	)		(3.4	)

Rental and rental related revenue	$	292.3		$	259.9		$	274.3		$	241.5

			Three Months Ended September 30,										Three Months Ended March 31,

(in millions of dollars)	(in millions of dollars)		2011		2010		$ Change			% Change			2012		2011		$ Change			% Change
Revenues by Segment	Revenues by Segment
Car rental													$	1,658.2	$	1,510.3	$	147.9			9.8	%
Equipment rental														302.1		268.2		33.9			12.6	%
Other reconciling items														0.6		1.5		(0.9	)		(61.7	)%
	Car rental		$	2,109.1	$	1,903.5	$	205.6			10.8	%
Total revenues													$	1,960.9	$	1,780.0	$	180.9			10.2	%
	Equipment rental			321.7		281.2		40.5			14.4	%
	Other reconciling items			1.5		1.6		(0.1	)		(6.3	)%

		Total revenues	$	2,432.3	$	2,186.3	$	246.0			11.3	%

Revenues from our car rental segment increased ~~10.8%~~9.8%, primarily as a result of increases in car rental transaction days worldwide of ~~10.4%~~6.8%, refueling fees of ~~$12.2~~$8.3 million and airport concession recovery fees of ~~$10.1 million, as well as the effects of foreign currency translation of approximately $109.8~~$4.8 million. The three months ended ~~September 30, 2011~~March 31, 2012 also includes ~~$35.1~~$110.4 million of revenues related to ~~Donlen.~~Donlen which was acquired on September 1, 2011. These increases were partly offset by a decrease in worldwide ~~RPD.~~RPD and the effects of foreign currency translation of approximately $7.6 million.

RPD for worldwide car rental for the three months ended ~~September 30,~~March 31, 2012 decreased 3.9% from 2011, ~~decreased 5.2% from 2010,~~ due to decreases in U.S. and International RPD of ~~6.3%~~4.4% and ~~3.3%~~2.4%, respectively. U.S. off-airport RPD decreased by ~~4.3%~~3.3% and U.S. airport RPD decreased ~~6.8%~~4.6%. AU.S. RPD was negatively impacted by a mix ~~shift to longer life, lower RPD~~

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

shift to longer life, lower RPD rentals (including ~~increased growth of~~mix shift towards off-airport and the Advantage brand)~~; as well as a difficult year-over-year RPD comparison to last year, reduced U.S. RPD.~~. International RPD decreased primarily due to a decrease in Europe's airport RPD which was due to the competitive pricing environment and ~~a mix shift of increased growth of the Advantage brand.~~uncertain economic conditions.

Revenues from our equipment rental segment increased ~~14.4%~~12.6%, primarily due to increases of ~~9.9%~~9.3% and ~~3.4%~~3.7% in equipment rental volumes and pricing, respectively, ~~as well as~~partially offset by the effects of foreign currency translation of approximately ~~$7.0~~$2.0 million. The increase in volume was primarily due to strong industrial and improving construction performance. Our acquisition of Cinelease in January 2012 also contributed to the revenue increase. Our pricing metric now reflects our adoption of the American Rental Association methodology.

Revenues from all other sources decreased ~~$0.1~~$0.9 million, primarily due to a decrease in revenues from our third-party claim management services.

				Three Months Ended September 30,												Three Months Ended March 31,

(in millions of dollars)	(in millions of dollars)			2011			2010			$ Change			% Change			2012			2011			$ Change			% Change
Expenses:	Expenses:
Fleet related expenses																$	251.1		$	249.9		$	1.2			0.5	%
Personnel related expenses																	381.4			366.0			15.4			4.2	%
Other direct operating expenses																	482.6			457.8			24.8			5.4	%
	Fleet related expenses			$	318.5		$	284.3		$	34.2			12.0	%
Direct operating																	1,115.1			1,073.7			41.4			3.9	%
Depreciation of revenue earning equipment and lease charges																	514.1			436.1			78.0			17.9	%
Selling, general and administrative																	207.8			182.2			25.6			14.0	%
Interest expense																	162.3			196.9			(34.6	)		(17.6	)%
Interest income																	(1.1	)		(1.9	)		0.8			(41.1	)%
Other (income) expense, net																	(0.5	)		51.9			(52.4	)		(100.9	)%
	Personnel related expenses				378.4			353.0			25.4			7.2	%
Total expenses																$	1,997.7		$	1,938.9		$	58.8			3.0	%
	Other direct operating expenses				550.7			522.3			28.4			5.4	%

		Direct operating			1,247.6			1,159.6			88.0			7.6	%
		Depreciation of revenue earning equipment and lease charges			523.3			501.0			22.3			4.4	%
		Selling, general and administrative			197.6			168.7			28.9			17.1	%
		Interest expense			169.3			202.2			(32.9	)		(16.2	)%
		Interest income			(1.2	)		(1.3	)		0.1			(11.9	)%

			Total expenses	$	2,136.6		$	2,030.2		$	106.4			5.2	%

Total expenses increased ~~5.2%~~3.0%, but total expenses as a percentage of revenues decreased from ~~92.9%~~108.9% for the three months ended ~~September 30, 2010~~March 31, 2011 to ~~87.8%~~101.9% for the three months ended ~~September 30,~~March 31, 2012.

Direct operating expenses for our car rental segment of $929.7 million for the three months ended March 31, 2012 increased 2.9% from $903.8 million for the three months ended March 31, 2011 as a result of increases in other direct operating expenses and personnel related expenses, partially offset by lower fleet related expenses.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

Direct operating expenses for our equipment rental segment of $187.4 million for the three months ended March 31, 2012 increased 9.7% from $170.8 million for the three months ended March 31, 2011 as a result of increases in other direct operating expenses, personnel related expenses and fleet related expenses.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

Direct operating expenses for our car rental segment of $1,071.8 million for the three months ended September 30, 2011 increased 8.4% from $988.6 million for the three months ended September 30, 2010 as a result of increases in other direct operating expenses, fleet related expenses and personnel related expenses

Direct operating expenses for our equipment rental segment of $175.4 million for the three months ended September 30, 2011 increased 2.0% from $172.0 million for the three months ended September 30, 2010 as a result of increases in personnel related expenses and fleet related expenses, partly offset by a decrease in other direct operating expenses.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

Depreciation of revenue earning equipment and lease charges for our car rental segment of ~~$461.3~~$451.7 million for the three months ended ~~September 30, 2011~~March 31, 2012 increased ~~6.6%~~22.5% from ~~$432.7~~$368.9 million for the three months ended ~~September 30, 2010.~~March 31, 2011. The increase was primarily due to the ~~effects~~acquisition of ~~foreign currency translation~~Donlen and its related depreciation expense of ~~approximately $45.0~~$90.0 million, ~~and a 10.6%~~as well as an increase in ~~the~~average fleet size of ~~our average fleet, partly~~6.2% (exclusive of vehicles acquired through the Donlen acquisition). These increases were partially offset by an improvement in certain vehicle residual values and a higher mix of non-program ~~cars.~~vehicles.

Depreciation of revenue earning equipment and lease charges in our equipment rental segment of ~~$62.0~~$62.4 million for the three months ended ~~September 30, 2011~~March 31, 2012 decreased ~~9.2%~~7.2% from ~~$68.3~~$67.2 million for the three months ended ~~September 30, 2010.~~March 31, 2011. The decrease was primarily due to higher residual values on the disposal of used equipment, partly offset by a 5.1% increase in the average acquisition cost of rental equipment operated during the period and the effects of foreign currency translation of approximately $1.3 million.equipment.

Selling, general and administrative expenses increased by ~~$28.9~~$25.6 million or ~~17.1%~~14.0% from the prior year period, due to increases in administrative expenses, advertising expenses and sales promotion expenses.

Interest expense for our car rental segment of ~~$91.2~~$80.5 million for the three months ended ~~September 30, 2011 decreased 19.8%~~March 31, 2012 increased 6.7% from ~~$113.7~~$75.4 million for the three months ended ~~September 30, 2010.~~March 31, 2011. The ~~decrease~~increase was primarily due to ~~a decrease in interest rates, partly offset by~~the Donlen acquisition, an increase in the weighted average debt outstanding as result of an increased fleet ~~size.~~size and a slight increase in the weighted average interest rate.

Interest expense for our equipment rental segment of $12.8 million for the three months ended March 31, 2012 increased 15.9% from $11.1 million for the three months ended March 31, 2011. The increase was

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

Interest expense for our equipment rental segment of $10.7 million for the three months ended September 30, 2011 increased 17.6% from $9.1 million for the three months ended September 30, 2010. The increase was primarily due to an increase in Senior Term Facility and Senior ABL Facility interest rates ~~in 2011~~ and an increase in weighted average debt outstanding as a result of an ~~increased~~increase in average fleet size.

Other interest expense relating to interest on corporate debt of ~~$67.4~~$69.0 million for the three months ended ~~September 30, 2011~~March 31, 2012 decreased ~~15.1%~~37.5% from ~~$79.4~~$110.4 million for the three months ended ~~September 30, 2010.~~March 31, 2011. The decrease was primarily due to ~~lower~~the prior year's write-off of unamortized debt costs in connection with the refinancing of our Senior Term Facility and Senior ABL Facility, and with the redemption of our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes, partly offset by the write-off of unamortized debt costs of our remaining 8.875% Senior Notes and our 7.875% Senior Notes in 2012, and also due to a decrease in the weighted average debt outstanding and interest ~~rates in 2011.~~rates.

Other (income) expense, net for the three months ended March 31, 2012 and 2011, reflected income of $0.5 million and expense of $51.9 million, respectively. The expense in 2011 was primarily due to $51.7 million in premiums paid in connection with the redemption of our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

Adjusted pre-tax income for our car rental segment of ~~$375.3~~$91.6 million increased ~~22.2%~~49.5% from ~~$307.1~~$61.3 million for the three months ended ~~September 30, 2010.~~March 31, 2011. The increase was primarily due to stronger volumes, improved residual values and disciplined cost management, partly offset by decreased pricing. Adjustments to our car rental segment income before income taxes for the three months ended ~~September 30, 2011~~March 31, 2012 totaled ~~$23.3~~$30.1 million (which consists of purchase accounting of $13.1 million, non-cash debt charges of ~~$11.1 million, purchase accounting of $8.0~~$11.2 million and restructuring and restructuring related charges of ~~$4.3 million, partly offset by a gain on derivatives of $0.1~~$5.8 million). Adjustments to our car rental segment income before income taxes for the three months ended ~~September 30, 2010~~March 31, 2011 totaled ~~$48.1~~$20.3 million (which consists of non-cash debt charges of ~~$34.4~~$10.2 million, purchase accounting of ~~$9.1~~$8.1 million, ~~and~~ restructuring and restructuring related charges of ~~$4.6~~$1.5 million and loss on derivatives of $0.5 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

Adjusted pre-tax income for our equipment rental segment of ~~$55.9~~$25.9 million increased ~~65.9%~~153.9% from ~~$33.7~~$10.2 million for the three months ended ~~September 30, 2010.~~March 31, 2011. The increase was primarily due to stronger volumes and pricing, strong cost management performance and higher residual values on the disposal of used equipment. Adjustments to our equipment rental segment income before income taxes for the three months ended ~~September 30, 2011~~March 31, 2012 totaled ~~$10.7~~$15.7 million (which consists of purchase accounting of ~~$10.2~~$10.0 million, restructuring and restructuring related charges of $4.2 million and non-cash debt charges of ~~$0.6 million, partly offset by a reversal of restructuring and related charges of $0.1~~$1.5 million). Adjustments to our equipment rental income before income taxes for the three months ended ~~September 30, 2010~~March 31, 2011 totaled ~~$26.1~~$18.0 million (which consists of purchase accounting of ~~$13.9~~$11.6 million, ~~restructuring charges of $10.6 million and non-cash debt charges of $1.6 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.~~

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

restructuring charges of $3.9 million and non-cash debt charges of $2.5 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

(PROVISION) BENEFIT FOR TAXES ON INCOME, NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST AND NET ~~INCOME~~LOSS ATTRIBUTABLE TO HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES' COMMON STOCKHOLDERS

	Three Months Ended September 30,												Three Months Ended March 31,

(in millions of dollars)	2011			2010			$ Change			% Change			2012			2011			$ Change			% Change
Income before income taxes	$	295.7		$	156.1		$	139.6			89.4	%
Loss before income taxes													$	(36.8	)	$	(158.9	)	$	122.1			(76.8	)%
(Provision) benefit for taxes on income		(83.2	)		3.9			(87.1	)		N/M			(19.5	)		30.0			(49.5	)		N/M

Net income		212.5			160.0			52.5			32.8	%
Net loss														(56.3	)		(128.9	)		72.6			(56.3	)%
Less: Net income attributable to noncontrolling interest		(5.8	)		(4.7	)		(1.1	)		23.7	%		—			(3.7	)		3.7			(100.0	)%

Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	206.7		$	155.3		$	51.4			33.1	%
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders													$	(56.3	)	$	(132.6	)	$	76.3			(57.5	)%

The effective tax rate for the three months ended ~~September 30, 2011~~March 31, 2012 was ~~28.1%~~(53.0)% as compared to ~~(2.5)%~~18.8% in the three months ended ~~September 30, 2010.~~March 31, 2011. The provision for taxes on income increased ~~$87.1~~$49.5 million, primarily due to ~~higher income~~lower loss before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

Net income attributable to noncontrolling interest ~~increased $1.1~~decreased $3.7 million due to ~~an increase in our majority-owned subsidiary~~Hertz's purchase of the noncontrolling interest of Navigation Solutions, L.L.C.~~'s net income for the three months ended September 30,~~ on December 31, 2011, ~~as compared~~thereby increasing its ownership interest from 65% to ~~the three months ended September 30, 2010.~~100%.

Net ~~Income~~Loss Attributable to Hertz Global Holdings, Inc. and Subsidiaries' Common Stockholders

The net ~~income~~loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders ~~increased 33.1%~~decreased 57.5% primarily due to higher rental volumes in our worldwide car and equipment rental operations, improved residual values on the disposal of certain vehicles and used equipment, disciplined cost management and increased pricing in our equipment rental operations, partly offset by lower pricing in our worldwide car rental operations. The impact of changes in exchange rates on net income was mitigated by the fact that not only revenues but also most expenses outside of the United States were incurred in local currencies.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

~~Nine Months Ended September 30, 2011 Compared with Nine Months Ended September 30, 2010~~

The following table sets forth the percentage of total revenues represented by the various line items in our consolidated statements of operations for the nine months ended September 30, 2011 and 2010 (in millions of dollars):

Percentage of Revenues

Nine Months Ended
September 30, Nine Months Ended
September 30,

2011 2010 2011 2010
Revenues:

Car rental
$ 5,272.6 $ 4,842.2 83.9 % 84.5 %

Equipment rental
891.3 783.8 14.2 13.7

Other
120.7 100.8 1.9 1.8

Total revenues
6,284.6 5,726.8 100.0 100.0

Expenses:

Direct operating
3,508.6 3,248.4 55.8 56.7

Depreciation of revenue earning equipment and lease charges
1,379.0 1,416.9 21.9 24.8

Selling, general and administrative
575.4 508.4 9.2 8.9

Interest expense
532.1 572.1 8.5 10.0

Interest income
(4.7 ) (10.4 ) (0.1 ) (0.2 )

Other (income) expense, net
62.7 — 1.0 —

Total expenses
6,053.1 5,735.4 96.3 100.2

Income (loss) before income taxes
231.5 (8.6 ) 3.7 (0.2 )
Provision for taxes on income
(87.9 ) 0.9 (1.4 ) —

Net income (loss)
143.6 (7.7 ) 2.3 (0.2 )
Less: Net income attributable to noncontrolling interest
(14.5 ) (12.9 ) (0.2 ) (0.2 )

Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders
$ 129.1 $ (20.6 ) 2.1 % (0.4 )%

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

~~The following table sets forth certain of our selected car rental, equipment rental and other operating data for the nine months ended or as of September 30, 2011 and 2010:~~

Nine Months Ended
or as of September 30,

2011 2010
Selected Car Rental Operating Data:

Worldwide number of transactions (in thousands)
20,575 19,647

Domestic (Hertz)
15,102 14,434

International (Hertz)
5,473 5,213

Worldwide transaction days (in thousands)^(a)
104,715 96,751

Domestic (Hertz)
71,162 65,638

International (Hertz)
33,553 31,113

Worldwide rental rate revenue per transaction day^(a)(b)
$ 41.98 $ 43.55

Domestic (Hertz)
$ 40.70 $ 42.47

International (Hertz)
$ 44.70 $ 45.83

Worldwide average number of company-operated cars during the period
613,700 451,100

Domestic (Hertz)
325,500 302,000

International (Hertz)
159,100 149,100

Donlen
129,100 N/A

Adjusted pre-tax income (in millions of dollars)^(a)(c)
$ 678.8 $ 509.9

Worldwide revenue earning equipment, net (in millions of dollars)
$ 9,859.4 $ 8,103.7
Selected Worldwide Equipment Rental Operating Data:

Rental and rental related revenue (in millions of dollars)^(a)(d)
$ 803.2 $ 715.1

Same store revenue growth (decline), including growth initiatives^(a)
10.1 % (6.9 )%

Average acquisition cost of rental equipment operated during the period (in millions of dollars)
$ 2,791.7 $ 2,728.5

Adjusted pre-tax income (in millions of dollars)^(a)(c)
$ 99.5 $ 43.0

Revenue earning equipment, net (in millions of dollars)
$ 1,779.1 $ 1,681.4

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

Nine Months Ended
September 30,

2011 2010
Adjusted pre-tax income:

Car rental
$ 678.8 $ 509.9

Equipment rental
99.5 43.0

Total reportable segments
778.3 552.9
Adjustments:

Other reconciling items(1)
(263.0 ) (275.6 )

Purchase accounting(2)
(62.2 ) (68.4 )

Non-cash debt charges(3)
(108.0 ) (144.9 )

Restructuring charges
(40.4 ) (45.5 )

Restructuring related charges(4)
(6.4 ) (7.9 )

Derivative gains (losses)(5)
0.1 (2.5 )

Acquisition related costs
(13.6 ) (16.7 )

Management transition costs
(4.0 ) —

Pension adjustment(6)
13.1 —

Premiums paid on debt(7)
(62.4 ) —

Income (loss) before income taxes
$ 231.5 $ (8.6 )

~~(1)~~: ~~Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities such as our third-party claim management services.~~
~~(2)~~: Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased amortization of intangible assets.
~~(3)~~: Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts. For the nine months ended September 30, 2010, also includes $56.9 million associated with the amortization of amounts pertaining to the de-designation of the HVF interest rate swaps as effective hedging instruments.
~~(4)~~: Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.
~~(5)~~: ~~Represents the mark-to-market adjustment on our interest rate cap.~~
~~(6)~~: Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.
~~(7)~~: ~~Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.~~

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

Revenues from our car rental segment increased 9.1%, primarily as a result of increases in car rental transaction days worldwide of 8.2%, refueling fees of $35.7 million and airport concession recovery fees of $28.1 million, as well as the effects of foreign currency translation of approximately $201.5 million. The nine months ended September 30, 2011 also includes $35.1 million of revenues related to Donlen. These increases were partly offset by a decrease in worldwide RPD.

RPD for worldwide car rental for the nine months ended September 30, 2011 decreased 3.6% from 2010, due to decreases in U.S. and International RPD of 4.2% and 2.5%, respectively. U.S. off-airport RPD declined by 2.1% and U.S. airport RPD decreased 4.6%. A mix shift to longer life, lower RPD rentals (including increased growth of off-airport and the Advantage brand); the competitive environment in the first half of the year, as well as a difficult year-over-year RPD comparison to last year in the latest quarter, reduced U.S. RPD. International RPD decreased primarily due to a decrease in Europe's airport RPD which was due to the competitive pricing environment.

Revenues from our equipment rental segment increased 13.7%, primarily due to increases of 11.7% and 2.0% in equipment rental volumes and pricing, respectively, as well as the effects of foreign currency translation of approximately $18.0 million. The increase in volume was primarily due to strong industrial performance.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

~~Revenues from all other sources increased $0.2 million, primarily due to an increase in revenues from our third-party claim management services.~~

Nine Months Ended
September 30,

(in millions of dollars)
2011 2010 $ Change % Change
Expenses:

Fleet related expenses
$ 855.4 $ 762.1 $ 93.3 12.2 %

Personnel related expenses
1,117.9 1,056.4 61.5 5.8 %

Other direct operating expenses
1,535.3 1,429.9 105.4 7.4 %

Direct operating
3,508.6 3,248.4 260.2 8.0 %

Depreciation of revenue earning equipment and lease charges
1,379.0 1,416.9 (37.9 ) (2.7 )%

Selling, general and administrative
575.4 508.4 67.0 13.2 %

Interest expense
532.1 572.1 (40.0 ) (7.0 )%

Interest income
(4.7 ) (10.4 ) 5.7 (55.7 )%

Other (income) expense, net
62.7 — 62.7 N/M

Total expenses
$ 6,053.1 $ 5,735.4 $ 317.7 5.5 %

Total expenses increased 5.5%, but total expenses as a percentage of revenues decreased from 100.2% for the nine months ended September 30, 2010 to 96.3% for the nine months ended September 30, 2011.

Direct operating expenses for our car rental segment of $2,953.5 million for the nine months ended September 30, 2011 increased $215.8 million, or 7.9%, from the nine months ended September 30, 2010 as a result of increases in other direct operating expenses, fleet related expenses and personnel related expenses.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

Direct operating expenses for our equipment rental segment of $554.9 million for the nine months ended September 30, 2011 increased 8.9% from $509.6 million for the nine months ended September 30, 2010 as a result of increases in other direct operating expenses, fleet related expenses and personnel related expenses.

~~Depreciation of revenue earning equipment and lease charges for our car rental segment of $1,185.3 million for the nine months ended September 30, 2011 decreased 2.1% from $1,210.7 million~~

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

for the nine months ended September 30, 2010. The decrease was primarily due to an improvement in certain vehicle residual values and a higher mix of non-program cars, partly offset by the effects of foreign currency translation of approximately $65.2 million.

Depreciation of revenue earning equipment and lease charges in our equipment rental segment of $193.7 million for the nine months ended September 30, 2011 decreased 6.1% from $206.2 million for the nine months ended September 30, 2010. The decrease was primarily due to higher residual values on the disposal of used equipment, partly offset by a 2.3% increase in the average acquisition cost of rental equipment operated during the period, as well as the effects of foreign currency translation of approximately $3.2 million.

~~Selling, general and administrative expenses increased 13.2%, due to increases in administrative expenses, sales promotion expenses and advertising expenses.~~

Interest expense for our car rental segment of $245.7 million for the nine months ended September 30, 2011 decreased 18.5% from $301.4 million for the nine months ended September 30, 2010. The decrease was primarily due to lower interest rates in 2011.

Interest expense for our equipment rental segment of $34.1 million for the nine months ended September 30, 2011 increased 15.2% from $29.6 million for the nine months ended September 30, 2010. The increase was primarily due to a portion of the write-off of the unamortized debt costs in connection with the refinancing of our Senior ABL Facility which was allocated to our equipment rental segment in 2011.

Other interest expense relating to interest on corporate debt of $252.3 million for the nine months ended September 30, 2011 increased 4.6% from $241.1 million for the nine months ended September 30, 2010. The increase was primarily due to the write-off of unamortized debt costs in connection with the refinancing of our Senior Term Facility and Senior ABL Facility, financing costs incurred in connection

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

~~with the new Senior Term Facility and the write-off of unamortized debt costs in connection with the redemption of our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes in 2011.~~

~~Interest income decreased $5.7 million primarily due to a value added tax reclaim received in the nine months ended September 30, 2010.~~

Other (income) expense, net increased $62.7 million primarily due to premiums paid in connection with the redemption of our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes during 2011.

Adjusted pre-tax income for our car rental segment of $678.8 million increased 33.1% million from $509.9 million for the nine months ended September 30, 2010. The increase was primarily due to stronger volumes, improved residual values and disciplined cost management, partly offset by decreased pricing. Adjustments to our car rental segment income before income taxes for the nine months ended September 30, 2011 totaled $53.7 million (which consists of non-cash debt charges of $31.9 million, purchase accounting of $24.6 million, restructuring and restructuring related charges of $9.7 million, pension adjustment of $(13.1) million and loss on derivatives of $0.6 million). Adjustments to our car rental segment income before income taxes for the nine months ended September 30, 2010 totaled $157.5 million (which consists of non-cash debt charges of $107.8 million, purchase accounting of $28.6 million and restructuring and restructuring related charges of $21.1 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

Adjusted pre-tax income for our equipment rental segment of $99.5 million increased $56.5 million from $43.0 million for the nine months ended September 30, 2010. The increase was primarily due to stronger volumes and pricing, strong cost management performance and higher residual values on the disposal of used equipment. Adjustments to our equipment rental segment income before income taxes for the nine months ended September 30, 2011 totaled $75.3 million (which consists of restructuring and restructuring related charges of $35.8 million, purchase accounting of $35.0 million and non-cash debt charges of $4.5 million). Adjustments to our equipment rental loss before income taxes for the nine months ended September 30, 2010 totaled $74.6 million (which consists of purchase accounting of $37.4 million, restructuring and restructuring related charges of $31.5 million and non-cash debt charges of $5.7 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

~~(PROVISION) BENEFIT FOR TAXES ON INCOME, NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST AND NET INCOME (LOSS) ATTRIBUTABLE TO HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES' COMMON STOCKHOLDERS~~

The effective tax rate for the nine months ended September 30, 2011 was 37.9% as compared to 10.8% in the nine months ended September 30, 2010. The provision for taxes on income increased $88.8 million, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

Net income attributable to noncontrolling interest increased $1.6 million due to an increase in our majority-owned subsidiary Navigation Solutions, L.L.C.'s net income for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010.

~~Net Income (Loss) Attributable to Hertz Global Holdings, Inc. and Subsidiaries' Common Stockholders~~

The net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders increased $149.7 million primarily due to higher rental volumes in our worldwide car and equipment rental operations, improved residual values on the disposal of certain vehicles and used equipment, disciplined cost management and increased pricing in our equipment rental operations, partly offset by lower pricing in our worldwide car rental operations, costs incurred in connection with the refinancing of our Senior Term Facility and Senior ABL Facility and the write-off of unamortized debt costs and premiums paid in connection with the redemption of our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes during 2011. The impact of changes in exchange rates on net income was mitigated by the fact that not only revenues but also most expenses outside of the United States were incurred in local currencies.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

Our domestic and international operations are funded by cash provided by operating activities and by extensive financing arrangements maintained by us in the United States and internationally.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

As of ~~September 30, 2011,~~March 31, 2012, we had cash and cash equivalents of ~~$385.8~~$594.7 million, a decrease of ~~$1,988.4~~$337.1 million from ~~$2,374.2~~$931.8 million as of December 31, ~~2010.~~2011. The following table summarizes such decrease:

		Nine Months Ended September 30,									Three Months Ended March 31,

(in millions of dollars)	(in millions of dollars)	2011			2010			$ Change			2012			2011			$ Change
Cash provided by (used in):	Cash provided by (used in):
	Operating activities	$	1,648.5		$	1,729.5		$	(81.0	)
	Investing activities		(3,465.0	)		(2,462.4	)		(1,002.6	)
	Financing activities		(185.9	)		1,264.9			(1,450.8	)
Operating activities											$	492.0		$	165.6		$	326.4
Investing activities												(715.8	)		(303.9	)		(411.9	)
Financing activities												(121.3	)		(891.8	)		770.5
Effect of exchange rate changes	Effect of exchange rate changes		14.0			(34.3	)		48.3			8.0			21.7			(13.7	)

Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	(1,988.4	)	$	497.7		$	(2,486.1	)	$	(337.1	)	$	(1,008.4	)	$	671.3

During the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, we generated ~~$81.0~~$326.4 million ~~less~~more cash from operating activities compared with the same period in ~~2010.~~2011. The ~~decrease~~increase was primarily due to the timing of our vendor payments asand a result of improvements in the operating performance of our ~~business, equipment rental customer receivables and VAT receivables. The decrease was also due to premiums paid to redeem debt in 2011 and timing of interest payments.~~business.

Our primary use of cash in investing activities is for the acquisition of revenue earning equipment, which consists of cars and equipment. During the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, we used ~~$1,002.6~~$411.9 million more cash for investing activities compared with the same period in ~~2010.~~2011. The increase in the use of funds was primarily due to increases in revenue earning equipment expenditures and ~~property and equipment expenditures, a decrease~~acquisitions during the period, partly offset by increases in the proceeds from the disposal of revenue earning equipment in our car rental operations and ~~the Donlen acquisition, partly offset by a decrease~~an increase in the year-over-year change in restricted cash and cash equivalents. The ~~decrease~~increase in the proceeds from the disposal of revenue earning equipment in our car rental operations was primarily related to the higher mix of less expensive non-program cars sold, partly offset by an increase in proceeds from the disposal of revenue earning equipment in our equipment rental operations primarily related to strategically refreshing the age of our fleet.improved residual values. The increase in revenue earning equipment expenditures was primarily due to higher car and equipment rental volumes. As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, we had ~~$332.8~~$211.9 million and ~~$207.6~~$308.0 million, respectively, of restricted cash and cash equivalents to be used for the purchase of revenue earning vehicles and other specified uses under our fleet financing facilities, our Like Kind Exchange Program, or "LKE Program," and to satisfy certain of our self-insurance regulatory reserve requirements. The ~~increase~~decrease in restricted cash and cash equivalents of ~~$125.2~~$96.1 million from December 31, ~~2010~~2011 to ~~September 30, 2011,~~March 31, 2012, primarily related to the timing of purchases and sales of revenue earning vehicles.

During the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, we used ~~$1,450.8~~$770.5 million ~~more~~less cash for financing activities compared with the same period in ~~2010.~~2011. The ~~increase~~decrease was primarily due to payment of a greater amount of long-term debt ~~(includes redemption of $518.5 million principal amount of 10.5% Senior Subordinated Notes, redemption of $1,585 million principal amount of our outstanding 8.875% Senior Notes and a~~in the prior year.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

payment of $1.3 billion for the 2005 Senior Term Facility), a decrease in proceeds under the revolving lines of credit, net and payments of short-term borrowings, partly offset by an increase in proceeds from the issuance of long-term debt (includes $1.4 billion Senior Term Facility issued March 2011 and $1 billion of 6.75% Senior Notes issued in February and March 2011).

The tables below set forth the revenue earning equipment and property and equipment capital expenditures and related disposal proceeds on a cash basis consistent with our consolidated statements of cash flows, by quarter for ~~2011~~2012 and ~~2010~~2011 (in millions of dollars).

		Revenue Earning Equipment							Property and Equipment							Revenue Earning Equipment							Property and Equipment

		Capital Expenditures		Disposal Proceeds			Net Capital Expenditures (Disposal Proceeds)		Capital Expenditures		Disposal Proceeds			Net Capital Expenditures		Capital Expenditures		Disposal Proceeds			Net Capital Expenditures		Capital Expenditures		Disposal Proceeds			Net Capital Expenditures
2012
First Quarter																$	2,648.7	$	(2,009.3	)	$	639.4	$	74.2	$	(47.6	)	$	26.6

2011	2011
First Quarter																$	1,963.8	$	(1,690.2	)	$	273.6	$	56.8	$	(14.5	)	$	42.3
	First Quarter	$	1,963.8	$	(1,690.2	)	$	273.6	$	56.8	$	(14.5	)	$	42.3
	Second Quarter		3,503.0		(1,798.7	)		1,704.3		68.6		(13.9	)		54.7
	Third Quarter		2,397.8		(1,443.5	)		954.3		76.9		(19.7	)		57.2

			7,864.6		(4,932.4	)		2,932.2		202.3		(48.1	)		154.2

2010
	First Quarter	$	2,214.5	$	(1,606.4	)	$	608.1	$	51.3	$	(6.7	)	$	44.6
	Second Quarter		3,102.8		(1,836.8	)		1,266.0		40.7		(8.5	)		32.2
	Third Quarter		1,796.4		(1,702.8	)		93.6		42.3		(10.3	)		32.0

		$	7,113.7	$	(5,146.0	)	$	1,967.7	$	134.3	$	(25.5	)	$	108.8

The increase in our car rental operations revenue earning equipment expenditures was primarily due to higher rental volumes during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 as compared to the ~~nine~~three months ended ~~September 30, 2010.~~March 31, 2011 which required us to increase our fleet levels. The ~~increase~~decrease in our equipment rental operations revenue earning equipment expenditures was primarily due to ~~a continued improvement in economic conditions~~the timing of purchases and payments as well

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

as ~~efforts~~due to ~~reduce the age~~better utilization of our ~~fleet~~existing equipment during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 as compared to the ~~nine~~three months ended ~~September 30, 2010.~~March 31, 2011.

The ~~increases~~net increase in property and equipment expenditures were primarily due to aincreased locations in our car rental operations, continued improvement in economic ~~conditions.~~conditions and business performance during the quarter.

Our primary liquidity needs include servicing of corporate and fleet related debt, the payment of operating expenses and purchases of rental vehicles and equipment to be used in our operations. Our primary sources of funding are operating cash flows, cash received on the disposal of vehicles and

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

equipment, borrowings under our asset-backed securitizations and our asset-based revolving credit facilities and access to the credit markets generally.

As of ~~September 30, 2011,~~March 31, 2012, we had ~~$12,506.3~~$11,425.7 million of total indebtedness outstanding. Cash paid for interest during the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, was ~~$488.0~~$126.9 million, net of amounts capitalized. Accordingly, we are highly leveraged and a substantial portion of our liquidity needs arise from debt service on our indebtedness and from the funding of our costs of operations and capital expenditures.

Our liquidity as of ~~September 30, 2011~~March 31, 2012 consisted of cash and cash equivalents, unused commitments under our Senior ABL Facility and unused commitments under our fleet debt. For a description of these amounts, see Note 7 to the Notes to our condensed consolidated financial statements included in this Report as well as "Borrowing Capacity and Availability," below.

~~We have a significant amount of debt that will mature over the next several years.~~ Maturities

The aggregate amounts of maturities of debt for each of the twelve-month periods ending ~~September 30~~March 31 (in millions of dollars) are as follows:

The agreements governing our indebtedness require us to comply with certain covenants. Our failure to comply with the obligations contained in any agreements governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt becoming immediately due and payable and could further result in a cross default or cross acceleration of our debt issued under other instruments.

~~As a result of our successful refinancing efforts in 2009, 2010 and the nine months ended September 30, 2011 and the strategic cost reduction actions taken in the past, we~~We believe ~~that we will remain in compliance with our debt covenants and~~ that cash generated from operations and cash received on the disposal of vehicles and equipment, together with amounts available under various liquidity facilities will be adequate to permit us to meet our debt ~~service obligations, ongoing costs of operations, working capital needs and capital expenditure requirements for~~maturities over the next twelve months.

In February 2012, Hertz called the remainder of its outstanding 8.875% Senior Notes due 2014 and 7.875% Senior Notes due January 2014 for redemption. Hertz redeemed these notes in full in March 2012.

In March 2012, Hertz issued an additional $250 million aggregate principal of the 6.75% Senior Notes due 2019. The proceeds of this March 2012 offering were used to redeem all of it outstanding 8.875% Senior Notes due 2014 and together with cash on hand, all of its outstanding 7.875% Senior Notes due 2014 which resulted in the write-off of unamortized debt costs of $3.2 million.

Hertz's obligations under the indentures for the Senior Notes are guaranteed by each of its direct and indirect domestic subsidiaries that is a guarantor under the Senior Term Facility. The guarantees of all of the subsidiary guarantors may be released to the extent such subsidiaries no longer guarantee our Senior Credit Facilities in the United States.

The indentures for the Senior Notes contain covenants that, among other things, limit or restrict the ability of the Hertz credit group to incur additional indebtedness, incur guarantee obligations, prepay

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

certain indebtedness, make certain restricted payments (including paying dividends, redeeming stock or making other distributions to parent entities of Hertz and other persons outside of the Hertz credit group), make investments, create liens, transfer or sell assets, merge or consolidate, and enter into certain transactions with Hertz's affiliates that are not members of the Hertz credit group.

A significant number of cars that we purchase are subject to repurchase by car manufacturers under contractual repurchase or guaranteed depreciation programs. Under these programs, car manufacturers agree to repurchase cars at a specified price or guarantee the depreciation rate on the cars during a specified time period, typically subject to certain car condition and mileage requirements. We use book values derived from this specified price or guaranteed depreciation rate to calculate financing capacity under certain asset-backed and asset-based financing arrangements.

In the event of a bankruptcy of a car manufacturer, our liquidity would be impacted by several factors including reductions in fleet residual values and the risk that we would be unable to collect outstanding receivables due to us from such bankrupt manufacturer. In addition, the program cars manufactured by any such company would need to be removed from our ~~fleet~~financing facilities or re-designated as non-program vehicles, which would require us to furnish additional credit enhancement associated with these program vehicles. For a discussion of the risks associated with a manufacturer's bankruptcy or our reliance on asset-backed and asset-based financing, see "Item 1A—Risk Factors" included in our Form 10-K.

We rely significantly on asset-backed and asset-based financing arrangements to purchase cars for our domestic and international car rental fleet. The amount of financing available to us pursuant to these programs depends on a number of factors, many of which are outside our control, including recently adopted legislation, proposed SEC rules and regulations and other legislative and administrative developments. In this regard, there has been uncertainty regarding the potential impact of recently proposed SEC rules and regulations governing the issuance of asset-backed securities and additional requirements contained in the Dodd-Frank Wall Street Reform and Consumer Protection Act. While we will continue to monitor these developments and their impact on our ABS program, the SEC rules and regulations, once adopted and implemented, may impact our ability and/or desire to engage in asset-backed financings in the future. For further information concerning our asset-backed financing programs and our indebtedness, see Note 4 to the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data." For a discussion of the risks associated with our reliance on asset-backed and asset-based financing and the significant amount of indebtedness, see "Item 1A—Risk Factors" in our Form 10-K.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

For further information on our indebtedness, see Note 7 to the Notes to our condensed consolidated financial statements included in this Report.

Certain of our debt instruments and credit facilities contain a number of covenants that, among other things, limit or restrict the ability of the borrowers and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain restricted payments (including paying dividends, redeeming stock or making other distributions), create liens, make investments, make acquisitions, engage in mergers, fundamentally change the nature of their business, make capital expenditures, or engage in certain transactions with certain affiliates.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

In addition to borrowings under our Senior Credit Facilities, we have a significant amount of additional debt outstanding. For further information on the terms of our Senior Credit Facilities as well as our significant amount of debt outstanding, see Note 7 to the Notes to our condensed consolidated financial statements included in this Report and Note 4 to the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data." For a discussion of the risks associated with our significant indebtedness, see "Item 1A—Risk Factors" in our Form 10-K.

As of ~~September 30, 2011,~~March 31, 2012, the following facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

Remaining
Capacity Availability
Under
Borrowing
Base
Limitation

Corporate Debt

Senior ABL Facility
$ 1,258.7 $ 786.4

Total Corporate Debt
1,258.7 786.4

Fleet Debt

Donlen GN II Variable Funding Note Facility
85.7 85.7

U.S. Fleet Variable Funding Notes
415.1 76.7

U.S. Fleet Financing Facility
39.0 3.6

European Securitization
57.2 30.1

Canadian Securitization
91.4 12.5

Australian Securitization
107.6 1.2

Capitalized Leases
7.4 1.0

Total Fleet Debt
803.4 210.8

Total
$ 2,062.1 $ 997.2

	Remaining Capacity		Availability Under Borrowing Base Limitation

Corporate Debt
Senior ABL Facility	$	1,320.3	$	953.6

Total Corporate Debt		1,320.3		953.6

Fleet Debt
U.S. Fleet Variable Funding Notes		618.1		159.7
Donlen GN II Variable Funding Notes		20.1		20.1
U.S. Fleet Financing Facility		29.0		29.0
European Revolving Credit Facility		249.0		91.0
European Securitization		282.9		26.2
Canadian Securitization		140.2		4.9
Australian Securitization		94.6		3.6
Capitalized Leases		230.2		25.2

Total Fleet Debt		1,664.1		359.7

Total	$	2,984.4	$	1,313.3

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

Substantially all of our revenue earning equipment and certain related assets are owned by special purpose entities, or are encumbered in favor of our lenders under our various credit facilities.

Some of these special purpose entities are consolidated variable interest entities, of which Hertz is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of rental vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, our International Fleet Financing No. 1 B.V., International Fleet Financing No. 2 B.V. and HA Funding Pty, Ltd. variable interest entities had total assets primarily comprised of loans receivable and revenue earning equipment of ~~$693.8~~$383.0 million and ~~$652.1~~$456.3 million, respectively, and total liabilities primarily comprised of debt of ~~$693.3~~$382.5 million and ~~$651.6~~$455.8 million, respectively.

As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, the following guarantees (including indemnification commitments) were issued and outstanding:

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

probable and estimable. The types of indemnification obligations for which payments are possible include the following:

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

arrangements or securities offerings. We also entered into indemnification agreements with each of our directors. We do not believe that these indemnifications are reasonably likely to have a material impact on us.

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

For a discussion of additional risks arising from our operations, including vehicle liability, general liability and property damage insurable risks, see "Item 1—Business—Risk Management" in our Form ~~10-K and "Part II, Item 1A—Risk Factors" in our subsequent quarterly reports on Form 10-Q.~~10-K.

We are exposed to a variety of market risks, including the effects of changes in interest rates (including credit spreads), foreign currency exchange rates and fluctuations in gasoline prices. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to counterparty nonperformance on such instruments. For more information on these exposures, see Note 13 to the Notes to our condensed consolidated financial statements included in this Report.

From time to time, we may enter into interest rate swap agreements and/or interest rate cap agreements to manage interest rate risk. See Notes 7 and 13 to the Notes to our condensed consolidated financial statements included in this Report and Notes 4 and 13 to the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data."

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

We have a significant amount of debt with variable rates of interest based generally on LIBOR, Euro inter-bank offered rate, or "EURIBOR," or their equivalents for local currencies or bank conduit commercial paper rates plus an applicable margin. Increases in interest rates could therefore significantly increase the associated interest payments that we are required to make on this debt.

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming various changes in market interest rates. Assuming a hypothetical increase of one percentage point in interest rates on our debt portfolio as of ~~September 30, 2011,~~March 31, 2012, our net ~~income~~loss would ~~decrease~~increase by an estimated ~~$34.4~~$29.5 million over a twelve-month period.

Consistent with the terms of the agreements governing the respective debt obligations, we may hedge a portion of the floating rate interest exposure under the various debt facilities to provide protection in respect of such exposure.

We have foreign currency exposure to exchange rate fluctuations worldwide and primarily with respect to the Euro, Canadian dollar, Australian dollar and British pound.

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing ~~for working capital needs.~~locally. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

foreign exchange options are limited to the premium paid for the right to exercise the option and the future performance of the option's counterparty.

~~On October 1, 2006, we designated our 7.875% Senior Notes due 2014 as an effective net investment hedge of our Euro-denominated net investment in our international operations.~~

For the ~~three-month and nine-month periods~~three months ended ~~September 30, 2011,~~March 31, 2012, our consolidated statement of operations contained realized and unrealized losses relating to the effects of foreign currency of ~~$9.2 million and $16.9 million, respectively.~~$4.4 million.

See Note 13 to the Notes to our condensed consolidated financial statements included in this Report.

We purchase unleaded gasoline and diesel fuel at prevailing market ~~rates. In January 2009, we began~~rates and maintain a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. For the ~~three-month and nine-month periods~~three months ended ~~September 30, 2011,~~March 31, 2012, we recognized a ~~loss of $1.9 million and a~~ gain of ~~$1.0~~$1.8 million ~~respectively,~~ in "Direct operating" on our consolidated statement of operations relating to our gasoline swaps. See Note 13 to the Notes to our condensed consolidated financial statements included in this Report.

The increased cost of vehicles is the primary inflationary factor affecting us. Many of our other operating expenses are also expected to increase with inflation, including health care costs and gasoline. Management does not expect that the effect of inflation on our overall operating costs will be greater for us than for our competitors.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

In January 2006, we implemented a LKE Program for our U.S. car rental business. Pursuant to the program, we dispose of vehicles and acquire replacement vehicles in a form intended to allow such dispositions and replacements to qualify as tax-deferred "like-kind exchanges" pursuant to section 1031 of the Internal Revenue Code. The program has resulted in deferral of federal and state income taxes for fiscal years 2006, 2007, 2008 and 2009 and part of 2010. A LKE Program for HERC has also been in place for several years. The program allows tax deferral if a qualified replacement asset is acquired within a specific time period after asset disposal. Accordingly, if a qualified replacement asset is not purchased within this limited time period, taxable gain is recognized. Over the last few years, for strategic purposes, such as cash management and fleet reduction, we have recognized some taxable gains in the program. In 2009, the bankruptcy filing of an original equipment manufacturer, or "OEM," also resulted in minimal gain recognition. We had sufficient net operating losses to fully offset the taxable gains recognized. We cannot offer assurance that the expected tax deferral will continue or that the relevant law concerning the programs will remain in its current form. An extended reduction in our car rental fleet could result in reduced deferrals in the future, which in turn could require us to make material cash payments for federal and state income tax liabilities. Our inability to obtain replacement financing as our fleet financing facilities mature would likely result in an extended reduction in the fleet. In the event of an

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

extended fleet reduction, we believe the likelihood of making material cash tax payments in the near future is low because of our significant net operating losses. In August 2010, we elected to temporarily suspend the U.S. car rental LKE Program allowing cash proceeds from sales of vehicles to be utilized for various business purposes, including paying down existing debt obligations, future growth initiatives and for general operating purposes. Purchases of vehicles will continue to be funded with a combination of asset-backed securitizations, asset-based revolving credit facilities and corporate liquidity. We expect that recent tax legislation, effective SeptemberFrom August 2010 through ~~December~~ 2011, ~~will result in the LKE suspension having a neutral effect on our taxes. The new law allows 100% bonus depreciation for qualified asset acquisitions during the period the law is effective. We estimate~~ recognized tax gains on vehicle dispositions resulting from the LKE suspension ~~to be mainly~~were more than offset by 100% tax depreciation on newly acquired vehicles. During 2012 50% bonus depreciation is allowed, which will continue to support suspension of the LKE Program through 2012 without adverse implications. Our federal net operating loss position for U.S. tax purposes ~~should remain relatively unchanged~~will not be adversely effected when the LKE ~~program~~Program is re-instated. The timing of reinstating the LKE Program is under continued analysis.

On January 1, 2009, Bank of America acquired Merrill Lynch & Co., Inc., the parent company of BAMLCP. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by BAMLCP and certain of its affiliates. For U.S. income tax purposes the transaction, when combined with other unrelated transactions during the previous 36 months, resulted in a change in control as that term is defined in Section 382 of the Internal Revenue Code. Consequently, utilization of all pre-2009 U.S. net operating losses is subject to an annual limitation. The limitation is not expected to result in a loss of net operating losses or have a material adverse impact on taxes.

We sponsor defined benefit pension plans worldwide. Pension obligations give rise to significant expenses that are dependent on assumptions discussed in Note 5 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data." Our ~~2011~~2012 worldwide pre-tax pension expense is expected to be approximately ~~$21.2~~$34.5 million, which would represent ~~a decrease~~an increase of ~~$11.0~~$13.2 million from ~~2010.~~2011. The anticipated ~~decrease~~increase in expense compared to ~~2010~~2011 is primarily due to lower expected rates of return in 2012, lower discount rates at the end of 2011 compared to 2010 and a curtailment gain ~~resulting from suspending~~in the U.K. ~~pension plan.~~recorded in 2011.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)

In June 2011, the Financial Accounting Standards Board, ~~"FASB"~~or "FASB," issued Accounting Standards Update No. 2011-05, "Presentation of Comprehensive Income," requiring companies to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements of net income and

~~ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of~~
~~Operations (Continued)~~

other comprehensive income. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. These provisions ~~will become~~are effective for us beginning with ~~our~~this quarterly report for the period ended March 31, 2012. In October 2011, the FASB decided to propose a deferral of the requirement to present reclassifications of other comprehensive income on the face of the income statement, which was also included in this accounting standards update.

With respect to the unaudited interim financial information of Hertz Global Holdings, Inc. as of ~~September 30, 2011~~March 31, 2012 and for the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~ included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they applied limited procedures in accordance with professional standards for reviews of such unaudited interim financial information. However, their separate report dated ~~November 7, 2011~~May 4, 2012 included in this Form 10-Q herein states that they did not audit and they do not express an opinion on such unaudited interim financial information. Accordingly, the degree of reliance on their report should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on such unaudited interim financial information because that report is not a "report" or "part" of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

There is no material change in the information reported under "Part II, Item 7A—Quantitative and Qualitative Disclosures About Market Risk," included in our Form 10-K for the fiscal year ended December 31, ~~2010.~~2011. See "Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Risks," included in this Report.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934, or the "Exchange Act," is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the ~~Securities~~ Exchange Act ~~of 1934~~ is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of our disclosure controls and procedures was performed under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Report. Based onupon this evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective.

An evaluation of our internal controls over financial reporting was performed under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, to determine whether any changes have occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that no changes in our internal control over financial reporting have occurred during the three months ended ~~September 30, 2011~~March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For a description of certain pending legal proceedings, see Note 11 to the Notes to our annual audited consolidated financial statements included in our Form 10-K.

The following recent developments pertaining to legal proceedings described in our Form 10-K are furnished on a supplemental basis:

~~The Kansas Supreme Court issued its decision in~~~~Critchfield Physical Therapy, Inc. v. Taranto Group, Inc.—~~~~another Telephone Consumer Protection Act case—in September of 2011, so~~In March 2012, the ~~stay that had been pending~~federal magistrate entered an order inFun Services of Kansas City, Inc. v. Hertz Equipment Rental Corporation ~~has now been lifted~~requiring the parties to engage in mediation and ~~the case will proceed.~~report back to her regarding their progress by June 6, 2012.

~~None~~Aside from the above mentioned, none of the other legal proceedings described in our Form 10-K have experienced any material changes.

There is no material change in the information reported under "Part I—Item 1A—Risk Factors" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010~~2011 and "Part II, Item 1A—Risk ~~Factors" in our subsequent quarterly reports on Form 10-Q with the exception of the following:~~

~~Our substantial level of indebtedness could materially adversely affect our results of operations, cash flows and ability to compete in our industry.~~

As of September 30, 2011, we had debt outstanding of $12,506.3 million. Our substantial indebtedness could materially adversely affect us. For example, it could: (i) make it more difficult for us to satisfy our obligations to the holders of our outstanding debt securities and to the lenders under our various credit facilities, resulting in possible defaults on, and acceleration of, such indebtedness; (ii) limit our ability to refinance our existing indebtedness or borrow additional funds in the future; (iii) require us to dedicate a substantial portion of our cash flows from operations to make payments on our debt, which would reduce our ability to fund working capital, capital expenditures or other general corporate purposes; (iv) increase our vulnerability to general adverse economic and industry conditions (such as credit-related disruptions in Europe); including interest rate fluctuations, because a portion of our borrowings are at floating rates of interest and are not hedged against rising interest rates, or the risk that one or more of the financial institutions providing commitments under our revolving credit facilities fails to fund an extension of credit under any such facility, due to insolvency or otherwise, leaving us with less liquidity than expected; (v) place us at a competitive disadvantage to our competitors that have proportionately less debt or comparable debt at more favorable interest rates or on better terms; and (vi) limit our ability to react to competitive pressures, or make it difficult for us to carry out capital spending that is necessary or important to our growth strategy and our efforts to improve operating margins. While the terms of the agreements and instruments governing our outstanding indebtedness contain certain restrictions upon our ability to incur additional indebtedness, they do not fully prohibit us from incurring substantial additional indebtedness and do not prevent us from incurring obligations that do not constitute indebtedness. If new debt or other obligations are added to our current liability levels without a corresponding refinancing or redemption of our existing indebtedness and obligations, these risks would increase. For a description of the amounts we have available under certain of our debt facilities,


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~September 30, 2011~~March 31, 2012
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

		Three Months Ended March 31, 2010									Three Months Ended June 30, 2010

		As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Direct operating		$	1,012,999		$	1,069		$	1,014,068		$	1,075,037		$	(374	)	$	1,074,663
(Provision) benefit for taxes on income			11,020			417			11,437			(14,210	)		(146	)		(14,356	)
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders			(150,405	)		(652	)		(151,057	)		(25,121	)		228			(24,893	)
Loss per share:
	Basic	$	(0.37	)		—		$	(0.37	)	$	(0.06	)		—		$	(0.06	)
	Diluted	$	(0.37	)		—		$	(0.37	)	$	(0.06	)		—		$	(0.06	)

	Revenue		Earnings

Actual from 9/1/11–9/30/11	$	35.1	$	0.1
2011 supplemental pro forma from 7/1/11–9/30/11	$	2,500.8	$	211.1
2011 supplemental pro forma from 1/1/11–9/30/11	$	6,545.8	$	139.0
2010 supplemental pro forma from 7/1/10–9/30/10	$	2,272.1	$	151.6
2010 supplemental pro forma from 1/1/10–9/30/10	$	5,977.8	$	(22.0	)

		Revenue			Earnings (Loss)

2011 supplemental pro forma for the first quarter of 2011 (combined entity)		$	1,874.1		$	(130.3	)


Delaware (State or other jurisdiction of incorporation or organization)		20-3530539 (I.R.S. Employer Identification Number)

		Car Rental			Equipment Rental			Total

Balance as of January 1, 2010
	Goodwill	$	367.3		$	677.5		$	1,044.8
	Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)

			321.2			2.6			323.8

	Goodwill acquired during the year		2.7			4.3			7.0
	Other changes during the year⁽¹⁾		(2.1	)		(0.1	)		(2.2	)

			0.6			4.2			4.8
Balance as of December 31, 2010
	Goodwill		367.9			681.7			1,049.6
	Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)

		$	321.8		$	6.8		$	328.6


Cash and cash equivalents		$	35.6
Receivables			64.0
Prepaid expenses and other assets			7.0
Revenue earning equipment			1,120.6
Property and equipment			13.5
Other intangible assets			75.0
Goodwill			48.8
Accounts payable			(39.4	)
Accrued liabilities			(235.2	)
Deferred taxes on income			(113.5	)
Debt			(728.8	)

	Total	$	247.6

			Fair value (in millions)

Customer relationships		16	$	65.0
Trademark		20		7.0
Non-compete agreement		5		3.0

	Total		$	75.0

Facility					Fixed or Floating Interest Rate	Maturity	September 30, 2011			December 31, 2010

*Corporate Debt*
	Senior Term Facility⁽²⁾		3.75	%	Floating	3/2018	$	1,393.0		$	1,345.0
	Senior ABL Facility⁽²⁾		2.47	%	Floating	3/2016		200.0			—
	Senior Notes⁽³⁾		7.32	%	Fixed	1/2014–1/2021		2,651.4			3,229.6
	Senior Subordinated Notes		10.50	%	Fixed	1/2016		—			518.5
	Promissory Notes		7.48	%	Fixed	6/2012–1/2028		224.8			345.6
	Convertible Senior Notes		5.25	%	Fixed	6/2014		474.8			474.8
	Other Corporate Debt		3.93	%	Floating	Various		70.4			22.0
	Unamortized Net (Discount) Premium (Corporate)⁽⁴⁾							(72.0	)		(104.8	)

Total Corporate Debt								4,942.4			5,830.7

*Fleet Debt*
U.S. ABS Program
	U.S. Fleet Variable Funding Notes:
		Series 2009-1⁽⁵⁾	1.25	%	Floating	3/2013		1,538.0			1,488.0
		Series 2010-2⁽⁵⁾	1.29	%	Floating	3/2013		185.0			35.0
	U.S. Fleet Medium Term Notes
		Series 2009-2 Notes⁽⁵⁾	4.95	%	Fixed	3/2013–3/2015		1,384.3			1,384.3
		Series 2010-1 Notes⁽⁵⁾	3.77	%	Fixed	2/2014–2/2018		749.8			749.8
		Series 2011-1 Notes⁽⁵⁾	2.86	%	Fixed	3/2015–3/2017		598.0			—
Donlen ABS Program
	Donlen GN II Variable Funding Note Facility		1.17	%	Floating	8/2012		769.3			—
Other Fleet Debt
	U.S. Fleet Financing Facility		2.97	%	Floating	9/2015		151.0			163.0
	European Revolving Credit Facility		5.10	%	Floating	6/2013		297.2			168.6
	European Seasonal Revolving Credit Facility		3.86	%	Floating	11/2011		135.4			—
	European Fleet Notes		8.50	%	Fixed	7/2015		541.7			529.0
	European Securitization⁽⁵⁾		3.76	%	Floating	7/2013		454.2			236.9
	Canadian Securitization⁽⁵⁾		1.11	%	Floating	11/2011		126.3			80.4
	Australian Securitization⁽⁵⁾		6.32	%	Floating	12/2012		136.9			183.2
	Brazilian Fleet Financing Facility		19.01	%	Floating	12/2011		30.8			77.8
	Capitalized Leases		4.60	%	Floating	Various		478.6			398.1
	Unamortized Discount (Fleet)							(12.6	)		(18.4	)

Total Fleet Debt								7,563.9			5,475.7

Total Debt							$	12,506.3		$	11,306.4

	Outstanding Principal (in millions)

Senior Notes	March 31, 2012		December 31, 2011
8.875% Senior Notes due January 2014	$	—	$	162.3
7.875% Senior Notes due January 2014		—		276.3	(€213.5)
7.50% Senior Notes due October 2018		700.0		700.0
7.375% Senior Notes due January 2021		500.0		500.0
6.75% Senior Notes due April 2019		1,250.0		1,000.0

	$	2,450.0	$	2,638.6


2013	$	4,920.2	(including $4,070.5 of other short-term borrowings*)
2014	$	285.5
2015	$	1,210.7
2016	$	921.7
2017	$	244.1
After 2017	$	3,909.0


2012	$	5,198.9	(including $4,989.2 of other short-term borrowings)
2013	$	672.6
2014	$	703.0
2015	$	884.1
2016	$	1,236.3
After 2016	$	3,896.0

	Three Months Ended March 31,

	2012			2011
Compensation expense	$	7.5		$	9.1
Income tax benefit		(2.9	)		(3.5	)

Total	$	4.6		$	5.6

				Common Stock										Accumulated Other Comprehensive Income (Loss)

		Preferred Stock		Common Stock				Additional Paid-In Capital			Accumulated Deficit						Non- controlling Interest			Total Equity
(in Millions)		Preferred Stock		Shares		Amount		Additional Paid-In Capital			Accumulated Deficit						Non- controlling Interest			Total Equity
December 31, 2009		$	—		410.2	$	4.1	$	3,141.7		$	(1,072.6	)	$	(3.3	)	$	17.3		$	2,087.2
	Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											(20.6	)								(20.6	)
	Change in fair value of derivatives qualifying as cash flow hedges, net of tax														41.9						41.9
	Translation adjustment changes, net of tax														(16.6	)					(16.6	)
	Unrealized gain on Euro-denominated debt, net of tax														10.5						10.5
	Defined benefit pension plans, net of tax														(0.4	)					(0.4	)

	Total Comprehensive Income																				14.8

	Dividend payment to noncontrolling interest																	(12.7	)		(12.7	)
	Net income relating to noncontrolling interest																	13.0			13.0
	Employee stock purchase plan				0.2				2.2												2.2
	Net settlement on vesting of restricted stock				1.6				(5.7	)											(5.7	)
	Stock-based employee compensation charges, net of tax								28.0												28.0
	Exercise of stock options, net of tax				0.3				3.2												3.2
	Common shares issued to Directors				0.0				1.0												1.0
	Phantom shares issued to Directors				0.0				0.3												0.3
	Proceeds from disgorgement of stockholder short-swing profits, net of tax								0.1												0.1

September 30, 2010		$	—		412.3	$	4.1	$	3,170.8		$	(1,093.2	)	$	32.1		$	17.6		$	2,131.4

	Three Months Ended March 31,

	2012		2011
By Type:
Involuntary termination benefits	$	2.7	$	1.0
Consultant costs		0.2		0.1
Asset writedowns		2.7		0.7
Facility closure and lease obligation costs		3.8		3.1

Total	$	9.4	$	4.9

	Three Months Ended March 31,

	2012		2011
By Segment:
Car rental	$	5.2	$	1.0
Equipment rental		4.2		3.9
Other reconciling items		—		—

Total	$	9.4	$	4.9

	Involuntary Termination Benefits			Pension and Post Retirement Expense		Consultant Costs			Other			Total

Balance as of January 1, 2012	$	9.1		$	0.2	$	0.6		$	11.7		$	21.6
Charges incurred		2.7			—		0.2			6.5			9.4
Cash payments		(2.1	)		—		(0.1	)		(0.8	)		(3.0	)
Other⁽¹⁾		0.3			—		(0.1	)		(6.0	)		(5.8	)

Balance as of March 31, 2012	$	10.0		$	0.2	$	0.6		$	11.4		$	22.2

		Involuntary Termination Benefits			Pension and Post Retirement Expense			Consultant Costs			Other			Total

Balance as of January 1, 2011		$	6.3		$	0.2		$	0.1		$	10.9		$	17.5
	Charges incurred		6.8			0.3			0.6			32.7			40.4
	Cash payments		(10.7	)		—			(0.5	)		(1.7	)		(12.9	)
	Other⁽¹⁾		0.9			(0.3	)		—			(31.1	)		(30.5	)

Balance as of September 30, 2011		$	3.3		$	0.2		$	0.2		$	10.8		$	14.5

	Fair Value of Derivative Instruments(1)

	Asset Derivatives(2)				Liability Derivatives(2)
	March 31, 2012		December 31, 2011		March 31, 2012		December 31, 2011
Derivatives not designated as hedging instruments under ASC 815:
Gasoline swaps	$	1.2	$	—	$	—	$	0.4
Interest rate caps		0.1		0.5		0.1		0.4
Foreign exchange forward contracts		6.5		4.4		2.8		1.9
Interest rate swaps		—		—		0.1		0.2
Foreign exchange options		0.1		0.1		—		—

Total derivatives not designated as hedging instruments under ASC 815	$	7.9	$	5.0	$	3.0	$	2.9

		Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion)				Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Effective Portion)

		Nine Months Ended September 30,
		2011		2010		2011		2010
Derivatives in ASC 815 Cash Flow Hedging Relationship:
	HVF interest rate swaps	$	—	$	11.9	$	—	$	(72.1	)⁽¹⁾



December 31, 2010		322		210		38	65	4		1	4	—
	Net increase (decrease)	(10	)	(9	)	—	—	(2	)	—	—	1
	Additions relating to acquisitions	1		1		—	—	—		—	—	—

September 30, 2011		313		202		38	65	2		1	4	1


Date: ~~November 7, 2011~~May 4, 2012	HERTZ GLOBAL HOLDINGS, INC. (Registrant)
	By:	/s/ ELYSE DOUGLAS
		Elyse Douglas Executive Vice President and Chief Financial Officer (principal financial officer and duly authorized officer)

Exhibit Number		Description

~~2.1~~4.2.6		Agreement and Plan of Merger by and among The Hertz Corporation, DNL Merger Corp., Donlen Corporation, Gary Rappeport, as Shareholder Representative and Subsidiary Shareholder (solely with respect to Section 2.2, Section 3.3, Section 3.4, Section 6.5, Section 6.8, Section 6.9, Article IX and Article X) and Nancy Liace as Subsidiary Shareholder (solely with respect to Section 2.2 and Article X) dated July 12, 2011 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Registrant as filed on July 18, 2011).
~~2.2~~		Amendment No. 1 to Agreement and Plan of Merger, dated August 25, 2011, by and among The Hertz Corporation, DNL Merger Corp., Donlen Corporation, Gary Rappeport, as Shareholder Representative and Subsidiary Shareholder and Nancy Liace as Subsidiary Shareholder dated July 12, 2011.
~~4.1.6~~		~~Fifth~~Fourth Supplemental Indenture, dated as of ~~March 11, 2011,~~February 27, 2012, among Hertz Entertainment Services Corporation, The Hertz Corporation, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014 (Incorporated by reference to Exhibit 4.1.6 of the Registration Statement on Form S-4 (File No. 333-173023) of the Hertz Corporation as filed on March 23, 2011).
~~4.1.7~~		Sixth Supplemental Indenture, dated as of March 21, 2011, among The Hertz Corporation, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014 (Incorporated by reference to Exhibit 4.1.7 of the Registration Statement on Form S-4 (File No. 333-173023) of the Hertz Corporation as filed on March 23, 2011).
~~4.1.8~~		Seventh Supplemental Indenture, dated as of September 2, 2011, among Donlen Corporation, The Hertz Corporation, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014.
~~4.2.3~~		~~First Supplemental Indenture, dated as of March 11, 2011, among Hertz Entertainment Services Corporation,~~ The Hertz Corporation, as Issuer, the Subsidiary Guarantors ~~from time to time parties thereto,~~named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due ~~2018 (Incorporated by reference to Exhibit 4.2.2 of the Registration Statement on Form S-4 (File No. 333-173023) of the Hertz Corporation as filed on March 23, 2011).~~2018.
~~4.2.4~~4.2.7		~~Second~~Fifth Supplemental Indenture, dated as of March ~~21, 2011,~~30, 2012, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.2.3 of the Registration Statement on Form S-4 (File No. 333-173023) of the Hertz Corporation as filed on March 23, 2011).
~~4.2.5~~		~~Third Supplemental Indenture, dated as of September 2, 2011, among Donlen Corporation,~~Cinelease Holdings, Inc., Cinelease, Inc., Cinelease, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018.
~~4.3.3~~4.3.6		~~First~~Fourth Supplemental Indenture, dated as of ~~March 11, 2011,~~February 27, 2012, among ~~Hertz Entertainment Services Corporation,~~ The Hertz Corporation, as Issuer, the Subsidiary Guarantors ~~from time to time parties thereto,~~named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due ~~2021 (Incorporated by reference to Exhibit 4.3.2 of the Registration Statement on Form S-4 (File No. 333-173023) of the Hertz Corporation as filed on March 23, 2011).~~2021.

~~Exhibit~~ ~~Number~~		~~Description~~
4.3.7
~~4.3.4~~		~~Second~~Fifth Supplemental Indenture, dated as of March ~~21, 2011,~~30, 2012, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.3.3 of the Registration Statement on Form S-4 (File No. 333-173023) of the Hertz Corporation as filed on March 23, 2011).
~~4.3.5~~		~~Third Supplemental Indenture, dated as of September 2, 2011, among Donlen Corporation,~~Cinelease Holdings, Inc., Cinelease, Inc., Cinelease, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021.
~~4.4.3~~4.4.6		~~First~~Third Supplemental Indenture, dated as of ~~March 11, 2011,~~February 27, 2012, among ~~Hertz Entertainment Services Corporation,~~ The Hertz Corporation, as Issuer, the Subsidiary Guarantors ~~from time to time parties thereto,~~named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due ~~2019 (Incorporated by reference to Exhibit 4.4.2 of the Registration Statement on Form S-4 (File No. 333-173023) of the Hertz Corporation as filed on March 23, 2011).~~2019.
~~4.4.4~~4.4.7		~~Second~~Exchange and Registration Rights Agreement, dated as of March 13, 2012, among The Hertz Corporation, the Guarantors named therein, and Barclays Capital Inc., as the Initial Purchaser, relating to the 6.75% Senior Notes due 2019.
4.4.8		Fourth Supplemental Indenture, dated as of ~~September 2, 2011,~~March 30, 2012, among ~~Donlen Corporation,~~Cinelease Holdings, Inc., Cinelease, Inc., Cinelease, LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019.
~~10.4~~10.7.8		~~Credit~~Form of Price Vested Stock Unit Agreement ~~dated as of September 22, 2011, among The~~under the Hertz ~~Corporation, and Puerto Ricancars,~~Global Holdings, Inc., as Borrowers, the several lenders from time to time parties thereto, Gelco Corporation d/b/a GE Fleet Services, as Administrative Agent, Domestic Collateral Agent and PRUSVI Collateral Agent, Bank of America, N.A., as Documentation Agent and Bank of America, N.A. and GE Capital Markets, Inc. as Joint Lead Arrangers and Bookrunning Managers. 2008 Omnibus Incentive Plan.
15		Letter from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated ~~November 7, 2011,~~May 4, 2012, relating to Financial Information
31.1–31.2		Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32.1–32.2		18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*