UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		June 30, ~~2022~~2023
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Executive Office Address and Telephone Number					State of Incorporation	I.R.S. Employer Identification No.
001-37665	HERTZ GLOBAL HOLDINGS, ~~INC~~INC.					Delaware	61-1770902
	8501 Williams Road,		Estero,	Florida	33928
	(239)	301-7000

001-07541	THE HERTZ CORPORATION					Delaware	13-1938568
	8501 Williams Road,		Estero,	Florida	33928
	(239)	301-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which Registered

Hertz Global Holdings, Inc.

Common Stock

Par value $0.01 per share

HTZ

The Nasdaq ~~Global Select~~Stock Market LLC

Hertz Global Holdings, Inc.

Warrants to purchase common stock

Each exercisable for one share of Hertz Global Holdings, Inc. common stock at an exercise price of $13.80 per share, subject to adjustment

HTZWW

The Nasdaq ~~Global Select~~Stock Market LLC

The Hertz Corporation

None

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.

Hertz Global Holdings, Inc. Yes ☒ No ☐

The Hertz Corporation1 Yes ☐ No ☒

1~~(Note:~~ As a voluntary filer, The Hertz Corporation is not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act. The Hertz Corporation has filed all reports pursuant to Section 13 or 15(d) of the Exchange Act during the preceding 12 months as if it was subject to such filing requirements.)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Hertz Global Holdings, Inc. Yes ☒ No ☐

The Hertz Corporation Yes ☒ No ☐

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

Hertz Global Holdings, Inc.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

The Hertz Corporation

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Hertz Global Holdings, Inc. Yes ☐ No ☒

The Hertz Corporation Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class

Shares Outstanding as of

July ~~21, 2022~~20, 2023

Hertz Global Holdings, Inc.

Common Stock,

par value $0.01 per share

~~360,326,081~~311,257,441

The Hertz Corporation(1)

Common Stock,

par value $0.01 per share

100

(1)(100% owned by

Rental Car Intermediate Holdings, LLC)

Table ofof` Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

Table ofof` Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Index


		Page
Hertz Global Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022		2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		4
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		6
The Hertz Corporation and Subsidiaries
Condensed Consolidated Balance Sheets as of June ~~30, 2022~~3 0, 2023 and December 31, ~~2021~~2022		98
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		109
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		1110
Condensed Consolidated Statements of Changes in Stockholder's Equity (Deficit) for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		1211
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022		1312
Notes to the Condensed Consolidated Financial Statements
Note 1	Background	1514
Note 2	Basis of Presentation	1514


Note 3	Divestitures	1615
Note 4	Revenue Earning Vehicles	1615

Note 5	Debt	1715
Note 6	Leases	2220

Note 7	Income Tax (Provision) Benefit	2220
Note 8	Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global	2321


Note 9	Stock-Based Compensation	2523
Note 10	Financial Instruments	2625
Note 11	Fair Value Measurements	2726
Note 12	Contingencies and Off-Balance Sheet Commitments	2928

Note 13	~~Related Party Transactions~~	31
~~Note 14~~	Segment Information	31


~~Note 15~~	~~Reorganization Items, Net~~	3430

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	1,041	$	2,258	Cash and cash equivalents	$	682	$	943
Restricted cash and cash equivalents:	Restricted cash and cash equivalents:					Restricted cash and cash equivalents:
Vehicle	Vehicle	221		77		Vehicle	190		180
Non-vehicle	Non-vehicle	301		316		Non-vehicle	294		295
Total restricted cash and cash equivalents	Total restricted cash and cash equivalents	522		393		Total restricted cash and cash equivalents	484		475
Total cash and cash equivalents and restricted cash and cash equivalents	Total cash and cash equivalents and restricted cash and cash equivalents	1,563		2,651		Total cash and cash equivalents and restricted cash and cash equivalents	1,166		1,418
Receivables:	Receivables:					Receivables:
Vehicle	Vehicle	136		62		Vehicle	132		111
Non-vehicle, net of allowance of $42 and $48, respectively		839		696
Non-vehicle, net of allowance of $39 and $45, respectively						Non-vehicle, net of allowance of $39 and $45, respectively	1,160		863
Total receivables, net	Total receivables, net	975		758		Total receivables, net	1,292		974
Prepaid expenses and other assets	Prepaid expenses and other assets	1,094		1,017		Prepaid expenses and other assets	1,031		1,155
Revenue earning vehicles:	Revenue earning vehicles:					Revenue earning vehicles:
Vehicles	Vehicles	13,962		10,836		Vehicles	17,833		14,281
Less: accumulated depreciation	Less: accumulated depreciation	(1,632)		(1,610)		Less: accumulated depreciation	(1,988)		(1,786)
Total revenue earning vehicles, net	Total revenue earning vehicles, net	12,330		9,226		Total revenue earning vehicles, net	15,845		12,495
Property and equipment, net	Property and equipment, net	605		608		Property and equipment, net	665		637
Operating lease right-of-use assets	Operating lease right-of-use assets	1,562		1,566		Operating lease right-of-use assets	2,169		1,887
Intangible assets, net	Intangible assets, net	2,893		2,912		Intangible assets, net	2,883		2,887
Goodwill	Goodwill	1,044		1,045		Goodwill	1,044		1,044

Total assets(1)	Total assets(1)	$	22,066	$	19,783	Total assets(1)	$	26,095	$	22,497
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:	Accounts payable:					Accounts payable:
Vehicle	Vehicle	$	182	$	56	Vehicle	$	358	$	79
Non-vehicle	Non-vehicle	477		516		Non-vehicle	577		578
Total accounts payable	Total accounts payable	659		572		Total accounts payable	935		657
Accrued liabilities	Accrued liabilities	1,048		863		Accrued liabilities	971		911
Accrued taxes, net	Accrued taxes, net	206		157		Accrued taxes, net	229		170
Debt:	Debt:					Debt:
Vehicle	Vehicle	10,411		7,921		Vehicle	13,100		10,886
Non-vehicle	Non-vehicle	2,981		2,986		Non-vehicle	3,470		2,977
Total debt	Total debt	13,392		10,907		Total debt	16,570		13,863
Public Warrants	Public Warrants	811		1,324		Public Warrants	835		617
Operating lease liabilities	Operating lease liabilities	1,493		1,510		Operating lease liabilities	2,072		1,802
Self-insured liabilities	Self-insured liabilities	470		463		Self-insured liabilities	451		472
Deferred income taxes, net	Deferred income taxes, net	1,258		1,010		Deferred income taxes, net	1,193		1,360

Total liabilities(1)	Total liabilities(1)	19,337		16,806		Total liabilities(1)	23,256		19,852
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies

Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.01 par value, 0 shares issued and outstanding		—		—
Common stock, $0.01 par value, 477,722,177 and 477,233,278 shares issued, respectively, and 368,386,372 and 449,782,424 shares outstanding, respectively		5		5
Treasury stock, at cost, 109,335,805 and 27,450,854 common shares, respectively		(2,321)		(708)
Preferred stock, $0.01 par value, no shares issued and outstanding						Preferred stock, $0.01 par value, no shares issued and outstanding	—		—
Common stock, $0.01 par value, 479,126,125 and 478,914,062 shares issued, respectively, and 311,692,986 and 323,483,178 shares outstanding, respectively						Common stock, $0.01 par value, 479,126,125 and 478,914,062 shares issued, respectively, and 311,692,986 and 323,483,178 shares outstanding, respectively	5		5
Treasury stock, at cost, 167,433,139 and 155,430,884 common shares, respectively						Treasury stock, at cost, 167,433,139 and 155,430,884 common shares, respectively	(3,338)		(3,136)
Additional paid-in capital	Additional paid-in capital	6,274		6,209		Additional paid-in capital	6,369		6,326
Retained earnings (Accumulated deficit)	Retained earnings (Accumulated deficit)	(949)		(2,315)		Retained earnings (Accumulated deficit)	79		(256)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(280)		(214)		Accumulated other comprehensive income (loss)	(276)		(294)

Total stockholders' equity	Total stockholders' equity	2,729		2,977		Total stockholders' equity	2,839		2,645
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	22,066	$	19,783	Total liabilities and stockholders' equity	$	26,095	$	22,497

(1) Hertz Global Holdings, Inc.'s consolidated total assets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 include total assets of variable interest entities (“VIEs”) of ~~$838 million~~$1.9 billion and ~~$734 million,~~$1.3 billion, respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 include total liabilities of VIEs of ~~$837 million~~$1.9 billion and ~~$733 million,~~$1.3 billion, respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions, except per share data)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Revenues	Revenues	$	2,344	$	1,873	$	4,154	$	3,161	Revenues	$	2,437	$	2,344	$	4,484	$	4,154
Expenses:	Expenses:									Expenses:
Direct vehicle and operating	Direct vehicle and operating	1,199		946		2,252		1,724		Direct vehicle and operating	1,347		1,199		2,568		2,252
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	106		116		47		359		Depreciation of revenue earning vehicles and lease charges, net	329		106		710		47
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	36		50		69		104		Non-vehicle depreciation and amortization	32		36		67		69
Selling, general and administrative	Selling, general and administrative	257		172		492		321		Selling, general and administrative	285		257		506		492
Interest expense, net:	Interest expense, net:									Interest expense, net:
Vehicle	Vehicle	45		98		50		202		Vehicle	132		45		243		50
Non-vehicle	Non-vehicle	41		91		80		135		Non-vehicle	56		41		107		80
Total interest expense, net		86		189		130		337
Interest expense, net										Interest expense, net	188		86		350		130

Other (income) expense, net	Other (income) expense, net	2		(10)		—		(13)		Other (income) expense, net	(2)		2		7		—
Reorganization items, net		—		633		—		677
(Gain) from the sale of a business		—		(8)		—		(400)
(Gain) on sale of non-vehicle capital assets										(Gain) on sale of non-vehicle capital assets	—		—		(162)		—
Change in fair value of Public Warrants	Change in fair value of Public Warrants	(461)		—		(511)		—		Change in fair value of Public Warrants	100		(461)		218		(511)
Total expenses	Total expenses	1,225		2,088		2,479		3,109		Total expenses	2,279		1,225		4,264		2,479
Income (loss) before income taxes	Income (loss) before income taxes	1,119		(215)		1,675		52		Income (loss) before income taxes	158		1,119		220		1,675
Income tax (provision) benefit	Income tax (provision) benefit	(179)		46		(309)		(33)		Income tax (provision) benefit	(19)		(179)		115		(309)
Net income (loss)	Net income (loss)	940		(169)		1,366		19		Net income (loss)	$	139	$	940	$	335	$	1,366
Net (income) loss attributable to noncontrolling interests		—		1		—		2
Net income (loss) attributable to Hertz Global		$	940	$	(168)	$	1,366	$	21

Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	398		160		415		158		Basic	314		398		318		415
Diluted	Diluted	424		160		443		158		Diluted	315		424		319		443
Earnings (loss) per common share:	Earnings (loss) per common share:									Earnings (loss) per common share:
Basic	Basic	$	2.36	$	(1.05)	$	3.29	$	0.13	Basic	$	0.44	$	2.36	$	1.06	$	3.29
Diluted	Diluted	$	1.13	$	(1.05)	$	1.93	$	0.13	Diluted	$	0.44	$	1.13	$	1.05	$	1.93

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)	Net income (loss)	$	940	$	(169)	$	1,366	$	19	Net income (loss)	$	139	$	940	$	335	$	1,366
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	(59)		(7)		(66)		10		Foreign currency translation adjustments	4		(59)		18		(66)

Total other comprehensive income (loss)	Total other comprehensive income (loss)	(59)		(7)		(66)		10		Total other comprehensive income (loss)	4		(59)		18		(66)
Total comprehensive income (loss)	Total comprehensive income (loss)	881		(176)		1,300		29		Total comprehensive income (loss)	$	143	$	881	$	353	$	1,300
Comprehensive (income) loss attributable to noncontrolling interests		—		1		—		2
Comprehensive income (loss) attributable to Hertz Global		$	881	$	(175)	$	1,300	$	31

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Unaudited

(In millions)

Preferred Stock
Shares Preferred Stock
Amount Common Stock Shares Common Stock Amount Additional
Paid-In Capital
Accumulated
Deficit(1)
Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Shares Treasury Stock Amount Stockholders'
Equity
Attributable to
Hertz Global
Non-
controlling Interests(2)
Total Stockholders' Equity
Balance as of:
December 31, 2020 — $ — 156 $ 2 $ 3,047 $ (2,681) $ (212) 2 $ (100) $ 56 $ 37 $ 93
Net income (loss) — — — — — 190 — — — 190 (1) 189
Other comprehensive income (loss) — — — — — — 17 — — 17 — 17
Stock-based compensation charges — — — — 2 — — — — 2 — 2
Distributions to noncontrolling interests — — — — — — — — — — (11) (11)
March 31, 2021 — — 156 2 3,049 (2,491) (195) 2 (100) 265 25 290
Net income (loss) — — — — — (168) — — — (168) (1) (169)
Other comprehensive income (loss) — — — — — — (7) — — (7) — (7)
Cancellation of common and treasury shares in exchange for new common shares — — (142) (2) (98) — — (2) 100 — — —
Cancellation of stock-based awards — — — — (10) — — — — (10) — (10)
Distributions to common stockholders — — — — (239) — — — — (239) — (239)
Contribution from Plan Sponsors — — 277 3 2,778 — — — — 2,781 — 2,781
Rights Offering, net — — 180 2 1,796 — — — — 1,798 — 1,798
Public Warrants issuance — — — — (800) — — — — (800) — (800)
Preferred stock issuance, net 2 1,433 — — — — — — — — — —
Distributions to noncontrolling interests, net — — — — — — — — — (5) (5)
June 30, 2021 2 $ 1,433 471 $ 5 $ 6,476 $ (2,659) $ (202) — $ — $ 3,620 $ 19 $ 3,639


	Preferred Stock Shares	Preferred Stock Amount		Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Retained Earnings (Accumulated deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock Shares	Treasury Stock Amount		Total Stockholders' Equity
Balance as of:
December 31, 2021	—	$	—	450	$	5	$	6,209	$	(2,315)	$	(214)	27	$	(708)	$	2,977
Net income (loss)	—	—		—	—		—		426		—		—	—		426
Other comprehensive income (loss)	—	—		—	—		—		—		(7)		—	—		(7)
Net settlement on vesting of restricted stock	—	—		—	—		(4)		—		—		—	—		(4)
Stock-based compensation charges	—	—		—	—		28		—		—		—	—		28

Public Warrant exercises	—	—		—	—		4		—		—		—	—		4
Shares repurchases	—	—		(35)	—		—		—		—		35	(722)		(722)
March 31, 2022	—	—		415	5		6,237		(1,889)		(221)		62	(1,430)		2,702
Net income (loss)	—	—		—	—		—		940		—		—	—		940
Other comprehensive income (loss)	—	—		—	—		—		—		(59)		—	—		(59)
Stock-based compensation charges	—	—		—	—		36		—		—		—	—		36





Public Warrants exercises	—	—		—	—		1		—		—		—	—		1
Shares repurchases	—	—		(47)	—		—		—		—		47	(891)		(891)

June 30, 2022	—	$	—	368	$	5	$	6,274	$	(949)	$	(280)	109	$	(2,321)	$	2,729

(1) Net income (loss) is computed independently each quarter. As a result, the quarter amounts presented herein may be rounded to agree to accumulated deficit in the accompanying unaudited condensed consolidated balance sheet.

~~(2) See "767 Auto Leasing LLC" in Note 13, "Related Party Transactions."~~

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Unaudited

(In millions)

Preferred Stock
Shares Preferred Stock
Amount Common Stock Shares Common Stock Amount Additional
Paid-In Capital Accumulated Deficit Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Shares Treasury Stock Amount Total Stockholders' Equity
Balance as of:
December 31, 2021 — $ — 450 $ 5 $ 6,209 $ (2,315) $ (214) 27 $ (708) $ 2,977
Net income (loss) — — — — — 426 — — — 426
Other comprehensive income (loss) — — — — — — (7) — — (7)
Net settlement on vesting of restricted stock — — — — (4) — — — — (4)
Stock-based compensation charges, net of tax — — — — 28 — — — — 28
Public Warrant exercises(1)
— — — — 4 — — — — 4
Share repurchases — — (35) — — — — 35 (722) (722)
March 31, 2022 — — 415 5 6,237 (1,889) (221) 62 (1,430) 2,702
Net income (loss) — — — — — 940 — — — 940
Other comprehensive income (loss) — — — — — — (59) — — (59)
Stock-based compensation charges, net of tax — — — — 36 — — — — 36
Public Warrant exercises(1)
— — — — 1 — — — — 1
Share repurchases — — (47) — — — — 47 (891) (891)
June 30, 2022 — $ — 368 $ 5 $ 6,274 $ (949) $ (280) 109 $ (2,321) $ 2,729



	Preferred Stock Shares	Preferred Stock Amount		Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Retained Earnings (Accumulated deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock Shares	Treasury Stock Amount		Total Stockholders' Equity
Balance as of:
December 31, 2022	—	$	—	323	$	5	$	6,326	$	(256)	$	(294)	155	$	(3,136)	$	2,645
Net income (loss)	—	—		—	—		—		196		—		—	—		196
Other comprehensive income (loss)	—	—		—	—		—		—		14		—	—		14
Net settlement on vesting of restricted stock	—	—		—	—		(1)		—		—		—	—		(1)
Stock-based compensation charges	—	—		—	—		21		—		—		—	—		21

Share repurchases(1)(2)	—	—		(5)	—		—		—		—		6	(101)		(101)

March 31, 2023	—	—		318	5		6,346		(60)		(280)		161	(3,237)		2,774
Net income (loss)	—	—		—	—		—		139		—		—	—		139
Other comprehensive income (loss)	—	—		—	—		—		—		4		—	—		4
Stock-based compensation charges	—	—		—	—		22		—		—		—	—		22
Public Warrant exercises(2)	—	—		—	—		1		—		—		—	—		1
Share repurchases(2)	—	—		(6)	—		—		—		—		6	(101)		(101)
June 30, 2023	—	$	—	312	$	5	$	6,369	$	79	$	(276)	167	$	(3,338)	$	2,839

(1) ~~See~~The amounts presented herein may be rounded to agree to amounts in the unaudited condensed consolidated balance sheet.

(2) Also see Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global."

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	1,366	$	19	Net income (loss)	$	335	$	1,366
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:					Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net	Depreciation and reserves for revenue earning vehicles, net	145		420		Depreciation and reserves for revenue earning vehicles, net	884		145
Depreciation and amortization, non-vehicle	Depreciation and amortization, non-vehicle	69		104		Depreciation and amortization, non-vehicle	67		69
Amortization of deferred financing costs and debt discount (premium)	Amortization of deferred financing costs and debt discount (premium)	25		98		Amortization of deferred financing costs and debt discount (premium)	29		25
Loss on extinguishment of debt		—		8

Stock-based compensation charges	Stock-based compensation charges	64		2		Stock-based compensation charges	43		64
Provision for receivables allowance	Provision for receivables allowance	23		64		Provision for receivables allowance	40		23
Deferred income taxes, net	Deferred income taxes, net	249		(16)		Deferred income taxes, net	(163)		249

Reorganization items, net		—		314
(Gain) loss from the sale of a business		—		(400)

(Gain) loss on sale of non-vehicle capital assets						(Gain) loss on sale of non-vehicle capital assets	(165)		(3)
Change in fair value of Public Warrants	Change in fair value of Public Warrants	(511)		—		Change in fair value of Public Warrants	218		(511)
(Gain) loss on financial instruments		(65)		2
Changes in financial instruments						Changes in financial instruments	106		(65)

Other	Other	(3)		(10)		Other	5		—
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Non-vehicle receivables	Non-vehicle receivables	(200)		(214)		Non-vehicle receivables	(334)		(200)
Prepaid expenses and other assets	Prepaid expenses and other assets	(87)		(67)		Prepaid expenses and other assets	(98)		(87)
Operating lease right-of-use assets	Operating lease right-of-use assets	79		154		Operating lease right-of-use assets	165		79
Non-vehicle accounts payable	Non-vehicle accounts payable	(32)		94		Non-vehicle accounts payable	6		(32)
Accrued liabilities	Accrued liabilities	233		(11)		Accrued liabilities	68		233
Accrued taxes, net	Accrued taxes, net	52		91		Accrued taxes, net	56		52
Operating lease liabilities	Operating lease liabilities	(93)		(160)		Operating lease liabilities	(178)		(93)
Self-insured liabilities	Self-insured liabilities	15		(27)		Self-insured liabilities	(25)		15
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	1,329		465		Net cash provided by (used in) operating activities	1,059		1,329
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Revenue earning vehicles expenditures	Revenue earning vehicles expenditures	(6,089)		(4,136)		Revenue earning vehicles expenditures	(6,543)		(6,089)
Proceeds from disposal of revenue earning vehicles	Proceeds from disposal of revenue earning vehicles	2,887		1,199		Proceeds from disposal of revenue earning vehicles	2,766		2,887
Non-vehicle capital asset expenditures	Non-vehicle capital asset expenditures	(59)		(17)		Non-vehicle capital asset expenditures	(123)		(59)
Proceeds from non-vehicle capital assets disposed of or to be disposed of		6		10
Proceeds from non-vehicle capital assets disposed of						Proceeds from non-vehicle capital assets disposed of	176		6

Collateral payments		—		(303)

Collateral returned in exchange for letters of credit	Collateral returned in exchange for letters of credit	19		114		Collateral returned in exchange for letters of credit	—		19
Return of (investment in) equity investments	Return of (investment in) equity investments	(15)		—		Return of (investment in) equity investments	(1)		(15)
Proceeds from the sale of a business, net of cash sold		—		818
Other		—		(1)

Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(3,251)		(2,316)		Net cash provided by (used in) investing activities	(3,725)		(3,251)
Cash flows from financing activities:						Cash flows from financing activities:
Proceeds from issuance of vehicle debt						Proceeds from issuance of vehicle debt	4,021		7,379
Repayments of vehicle debt						Repayments of vehicle debt	(1,872)		(4,824)
Proceeds from issuance of non-vehicle debt						Proceeds from issuance of non-vehicle debt	1,250		—
Repayments of non-vehicle debt						Repayments of non-vehicle debt	(759)		(10)
Payment of financing costs						Payment of financing costs	(17)		(38)

Proceeds from exercises of Public Warrants						Proceeds from exercises of Public Warrants	—		3

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from financing activities:
Proceeds from issuance of vehicle debt		7,379		8,939
Repayments of vehicle debt		(4,824)		(8,120)
Proceeds from issuance of non-vehicle debt		—		3,139
Repayments of non-vehicle debt		(10)		(6,341)
Payment of financing costs		(38)		(151)
Proceeds from Plan Sponsors		—		2,781
Proceeds from Rights Offering, net		—		1,635
Proceeds from the issuance of preferred stock, net		—		1,433
Distributions to common stockholders		—		(239)
Proceeds from exercises of Public Warrants		3		—
Share repurchases						Share repurchases	(222)		(1,647)

Share repurchases		(1,647)		—
Early redemption payments		—		(85)
Contributions from (distributions to) noncontrolling interests		—		(15)

Other	Other	(4)		—		Other	—		(4)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	859		2,976		Net cash provided by (used in) financing activities	2,401		859
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(25)		(8)		Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	13		(25)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	(1,088)		1,117		Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	(252)		(1,088)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(1)		2,651		1,578
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period						Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,418		2,651
Cash and cash equivalents and restricted cash and cash equivalents at end of period	Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,563	$	2,695	Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,166	$	1,563

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest, net of amounts capitalized:	Interest, net of amounts capitalized:					Interest, net of amounts capitalized:
Vehicle	Vehicle	$	92	$	203	Vehicle	$	207	$	92
Non-vehicle	Non-vehicle	74		158		Non-vehicle	117		74
Income taxes, net of refunds	Income taxes, net of refunds	37		2		Income taxes, net of refunds	10		37

Supplemental disclosures of non-cash information:	Supplemental disclosures of non-cash information:					Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives	Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	128	$	39	Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	336	$	128
Sales of revenue earning vehicles included in vehicle receivables	Sales of revenue earning vehicles included in vehicle receivables	81		33		Sales of revenue earning vehicles included in vehicle receivables	110		81

Purchases of non-vehicle capital assets included in accounts payable	Purchases of non-vehicle capital assets included in accounts payable	21		24		Purchases of non-vehicle capital assets included in accounts payable	19		21

Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	6		56		Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	25		6
Public Warrants issuance		—		800

Public Warrant exercises	Public Warrant exercises	3		—		Public Warrant exercises	—		3

Accrual for purchases of treasury shares						Accrual for purchases of treasury shares	2		20

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

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~Unaudited~~

~~(In millions)~~

Six Months Ended
June 30,
2022 2021
Accrual for purchases of treasury shares 20 —
Backstop equity issuance — 164

(1) Amounts include cash and cash equivalents and restricted cash and cash equivalents which were held for sale at December 31, 2020, prior to the completion of the Donlen Sale in the first quarter of 2021, as disclosed in Note 3, "Divestitures."

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	1,041	$	2,257	Cash and cash equivalents	$	681	$	943
Restricted cash and cash equivalents:	Restricted cash and cash equivalents:					Restricted cash and cash equivalents:
Vehicle	Vehicle	221		77		Vehicle	190		180
Non-vehicle	Non-vehicle	301		316		Non-vehicle	294		295
Total restricted cash and cash equivalents	Total restricted cash and cash equivalents	522		393		Total restricted cash and cash equivalents	484		475
Total cash and cash equivalents and restricted cash and cash equivalents	Total cash and cash equivalents and restricted cash and cash equivalents	1,563		2,650		Total cash and cash equivalents and restricted cash and cash equivalents	1,165		1,418
Receivables:	Receivables:					Receivables:
Vehicle	Vehicle	136		62		Vehicle	132		111
Non-vehicle, net of allowance of $42 and $48, respectively		839		695
Non-vehicle, net of allowance of $39 and $45, respectively						Non-vehicle, net of allowance of $39 and $45, respectively	1,160		863
Total receivables, net	Total receivables, net	975		757		Total receivables, net	1,292		974

Prepaid expenses and other assets	Prepaid expenses and other assets	1,093		1,016		Prepaid expenses and other assets	1,031		1,154
Revenue earning vehicles:	Revenue earning vehicles:					Revenue earning vehicles:
Vehicles	Vehicles	13,962		10,836		Vehicles	17,833		14,281
Less: accumulated depreciation	Less: accumulated depreciation	(1,632)		(1,610)		Less: accumulated depreciation	(1,988)		(1,786)
Total revenue earning vehicles, net	Total revenue earning vehicles, net	12,330		9,226		Total revenue earning vehicles, net	15,845		12,495
Property and equipment, net	Property and equipment, net	605		608		Property and equipment, net	665		637
Operating lease right-of-use assets	Operating lease right-of-use assets	1,562		1,566		Operating lease right-of-use assets	2,169		1,887
Intangible assets, net	Intangible assets, net	2,893		2,912		Intangible assets, net	2,883		2,887
Goodwill	Goodwill	1,044		1,045		Goodwill	1,044		1,044

Total assets(1)	Total assets(1)	$	22,065	$	19,780	Total assets(1)	$	26,094	$	22,496
LIABILITIES AND STOCKHOLDER'S EQUITY	LIABILITIES AND STOCKHOLDER'S EQUITY					LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable:	Accounts payable:					Accounts payable:
Vehicle	Vehicle	$	182	$	56	Vehicle	$	358	$	79
Non-vehicle	Non-vehicle	477		516		Non-vehicle	577		578
Total accounts payable	Total accounts payable	659		572		Total accounts payable	935		657
Accrued liabilities	Accrued liabilities	1,027		809		Accrued liabilities	969		890
Accrued taxes, net	Accrued taxes, net	206		157		Accrued taxes, net	227		170
Debt:	Debt:					Debt:
Vehicle	Vehicle	10,411		7,921		Vehicle	13,100		10,886
Non-vehicle	Non-vehicle	2,981		2,986		Non-vehicle	3,470		2,977
Total debt	Total debt	13,392		10,907		Total debt	16,570		13,863
Operating lease liabilities	Operating lease liabilities	1,493		1,510		Operating lease liabilities	2,072		1,802
Self-insured liabilities	Self-insured liabilities	470		463		Self-insured liabilities	451		472
Deferred income taxes, net	Deferred income taxes, net	1,262		1,012		Deferred income taxes, net	1,196		1,363

Total liabilities(1)	Total liabilities(1)	18,509		15,430		Total liabilities(1)	22,420		19,217
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Stockholder's equity:	Stockholder's equity:					Stockholder's equity:
Common stock, $0.01 par value, 3,000 shares authorized and 100 shares issued and outstanding	Common stock, $0.01 par value, 3,000 shares authorized and 100 shares issued and outstanding	—		—		Common stock, $0.01 par value, 3,000 shares authorized and 100 shares issued and outstanding	—		—
Additional paid-in capital	Additional paid-in capital	5,606		7,190		Additional paid-in capital	4,667		4,844

Retained earnings (Accumulated deficit)	Retained earnings (Accumulated deficit)	(1,770)		(2,626)		Retained earnings (Accumulated deficit)	(717)		(1,271)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(280)		(214)		Accumulated other comprehensive income (loss)	(276)		(294)

Total stockholder's equity	Total stockholder's equity	3,556		4,350		Total stockholder's equity	3,674		3,279
Total liabilities and stockholder's equity	Total liabilities and stockholder's equity	$	22,065	$	19,780	Total liabilities and stockholder's equity	$	26,094	$	22,496

(1) The Hertz Corporation's consolidated total assets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 include total assets of VIEs of ~~$838 million~~$1.9 billion and ~~$734 million,~~$1.3 billion, respectively, which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 include total liabilities of VIEs of ~~$837 million~~$1.9 billion and ~~$733 million,~~$1.3 billion, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Revenues	Revenues	$	2,344	$	1,873	$	4,154	$	3,161	Revenues	$	2,437	$	2,344	$	4,484	$	4,154
Expenses:	Expenses:									Expenses:
Direct vehicle and operating	Direct vehicle and operating	1,199		946		2,252		1,724		Direct vehicle and operating	1,347		1,199		2,568		2,252
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	106		116		47		359		Depreciation of revenue earning vehicles and lease charges, net	329		106		710		47
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	36		50		69		104		Non-vehicle depreciation and amortization	32		36		67		69
Selling, general and administrative	Selling, general and administrative	257		172		492		321		Selling, general and administrative	285		257		506		492
Interest expense, net:	Interest expense, net:									Interest expense, net:
Vehicle	Vehicle	45		98		50		202		Vehicle	132		45		243		50
Non-vehicle	Non-vehicle	41		91		80		135		Non-vehicle	56		41		107		80
Total interest expense, net		86		189		130		337
Interest expense, net										Interest expense, net	188		86		350		130

Other (income) expense, net	Other (income) expense, net	2		(10)		—		(13)		Other (income) expense, net	(2)		2		7		—
Reorganization items, net		—		469		—		513
(Gain) from the sale of a business		—		(8)		—		(400)
(Gain) on sale of non-vehicle capital assets										(Gain) on sale of non-vehicle capital assets	—		—		(162)		—
Total expenses	Total expenses	1,686		1,924		2,990		2,945		Total expenses	2,179		1,686		4,046		2,990
Income (loss) before income taxes	Income (loss) before income taxes	658		(51)		1,164		216		Income (loss) before income taxes	258		658		438		1,164
Income tax (provision) benefit	Income tax (provision) benefit	(178)		46		(308)		(33)		Income tax (provision) benefit	(18)		(178)		116		(308)
Net income (loss)	Net income (loss)	480		(5)		856		183		Net income (loss)	$	240	$	480	$	554	$	856
Net (income) loss attributable to noncontrolling interests		—		1		—		2
Net income (loss) attributable to Hertz		$	480	$	(4)	$	856	$	185

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	240	$	480	$	554	$	856
Other comprehensive income (loss):
Foreign currency translation adjustments	4		(59)		18		(66)







Total other comprehensive income (loss)	4		(59)		18		(66)
Total comprehensive income (loss)	$	244	$	421	$	572	$	790

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME (LOSS)~~

~~Unaudited~~

~~(In millions)~~

Three Months Ended
June 30, Six Months Ended
June 30,
2022 2021 2022 2021
Net income (loss) $ 480 $ (5) $ 856 $ 183
Other comprehensive income (loss):
Foreign currency translation adjustments (59) (7) (66) 10
Total other comprehensive income (loss) (59) (7) (66) 10
Total comprehensive income (loss) 421 (12) 790 193
Comprehensive (income) loss attributable to noncontrolling interests — 1 — 2
Comprehensive income (loss) attributable to Hertz $ 421 $ (11) $ 790 $ 195

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

~~Table of Contents~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF~~ CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)

Unaudited

(In millions, except share data)

Common Stock Shares Common Stock Amount Additional
Paid-In Capital Due To Affiliate Accumulated
Deficit Accumulated
Other
Comprehensive
Income (Loss) Stockholder's Equity Attributable to Hertz
Noncontrolling Interests(1)
Total Stockholder's Equity (Deficit)
Balance as of:
December 31, 2020 100 $ — $ 3,953 $ — $ (3,783) $ (212) $ (42) $ 37 $ (5)
Net income (loss) — — — — 190 — 190 (1) 189
Other comprehensive income (loss) — — — — — 17 17 — 17
Stock-based compensation charges — — 2 — — — 2 — 2
Distributions to noncontrolling interests — — — — — — — (11) (11)
March 31, 2021 100 $ — 3,955 — (3,593) (195) 167 25 192
Net income (loss) — — — — (4) — (4) (1) (5)
Due to Hertz Holdings — — — 65 — — 65 — 65
Other comprehensive income (loss) — — — — — (7) (7) — (7)
Cancellation of stock-based awards — — (10) — — — (10) — (10)
Contributions from Hertz Holdings — — 5,638 — — — 5,638 — 5,638
Distributions to noncontrolling interests — — — — — — — (5) (5)
June 30, 2021 100 $ — $ 9,583 $ 65 $ (3,597) $ (202) $ 5,849 $ 19 $ 5,868


	Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholder's Equity (Deficit)
Balance as of:
December 31, 2021	100	$	—	$	7,190	$	(2,626)	$	(214)	$	4,350
Net income (loss)	—	—		—		376		—		376
Other comprehensive income (loss)	—	—		—		—		(7)		(7)
Stock-based compensation charges	—	—		28		—		—		28
Dividends paid to Hertz Holdings	—	—		(767)		—		—		(767)

March 31, 2022	100	—		6,451		(2,250)		(221)		3,980
Net income (loss)	—	—		—		480		—		480

Other comprehensive income (loss)	—	—		—		—		(59)		(59)

Stock-based compensation charges	—	—		36		—		—		36

Dividends paid to Hertz Holdings	—	—		(881)		—		—		(881)

June 30, 2022	100	$	—	$	5,606	$	(1,770)	$	(280)	$	3,556

Common Stock Shares Common Stock Amount Additional
Paid-In Capital Accumulated
Deficit Accumulated
Other Comprehensive
Income (Loss) Total Stockholder's Equity
Balance as of:
December 31, 2021 100 $ — $ 7,190 $ (2,626) $ (214) $ 4,350
Net income (loss) — — — 376 — 376
Other comprehensive income (loss) — — — — (7) (7)
Stock-based compensation charges — — 28 — — 28
Dividends paid to Hertz Holdings(2)
— — (767) — — (767)
March 31, 2022 100 — 6,451 (2,250) (221) 3,980
Net income (loss) — — — 480 — 480
Other comprehensive income (loss) — — — — (59) (59)
Stock-based compensation charges — — 36 — — 36
Dividends paid to Hertz Holdings(2)
— — (881) — — (881)
June 30, 2022 100 $ — $ 5,606 $ (1,770) $ (280) $ 3,556


	Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholder's Equity (Deficit)
Balance as of:
December 31, 2022	100	$	—	$	4,844	$	(1,271)	$	(294)	$	3,279
Net income (loss)	—	—		—		314		—		314
Other comprehensive income (loss)	—	—		—		—		14		14
Stock-based compensation charges	—	—		21		—		—		21
Dividends paid to Hertz Holdings(1)	—	—		(118)		—		—		(118)
March 31, 2023	100	—		4,747		(957)		(280)		3,510
Net income (loss)	—	—		—		240		—		240
Other comprehensive income (loss)	—	—		—		—		4		4
Stock-based compensation charges	—	—		22		—		—		22
Dividends paid to Hertz Holdings(1)	—	—		(102)		—		—		(102)
June 30, 2023	100	$	—	$	4,667	$	(717)	$	(276)	$	3,674

(1) ~~See "767 Auto Leasing LLC" in Note 13, "Related Party Transactions."~~

~~(2)~~ See "Share Repurchase Programs for Common Stock" in Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information.

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

1211

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THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	856	$	183	Net income (loss)	$	554	$	856
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:					Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net	Depreciation and reserves for revenue earning vehicles, net	145		420		Depreciation and reserves for revenue earning vehicles, net	884		145
Depreciation and amortization, non-vehicle	Depreciation and amortization, non-vehicle	69		104		Depreciation and amortization, non-vehicle	67		69
Amortization of deferred financing costs and debt discount (premium)	Amortization of deferred financing costs and debt discount (premium)	25		98		Amortization of deferred financing costs and debt discount (premium)	29		25
Loss on extinguishment of debt		—		8

Stock-based compensation charges	Stock-based compensation charges	64		2		Stock-based compensation charges	43		64
Provision for receivables allowance	Provision for receivables allowance	23		64		Provision for receivables allowance	40		23
Deferred income taxes, net	Deferred income taxes, net	249		(16)		Deferred income taxes, net	(163)		249

Reorganization items, net		—		150
(Gain) loss from the sale of a business		—		(400)

(Gain) loss on financial instruments		(65)		2

(Gain) loss on sale of non-vehicle capital assets						(Gain) loss on sale of non-vehicle capital assets	(165)		(3)
Changes in financial instruments						Changes in financial instruments	106		(65)
Other	Other	(3)		(10)		Other	4		—
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Non-vehicle receivables	Non-vehicle receivables	(200)		(214)		Non-vehicle receivables	(334)		(200)
Prepaid expenses and other assets	Prepaid expenses and other assets	(87)		(67)		Prepaid expenses and other assets	(98)		(87)
Operating lease right-of-use assets	Operating lease right-of-use assets	79		154		Operating lease right-of-use assets	165		79
Non-vehicle accounts payable	Non-vehicle accounts payable	(32)		94		Non-vehicle accounts payable	6		(32)
Accrued liabilities	Accrued liabilities	233		(11)		Accrued liabilities	68		233
Accrued taxes, net	Accrued taxes, net	52		91		Accrued taxes, net	54		52
Operating lease liabilities	Operating lease liabilities	(93)		(160)		Operating lease liabilities	(178)		(93)
Self-insured liabilities	Self-insured liabilities	15		(27)		Self-insured liabilities	(25)		15
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	1,330		465		Net cash provided by (used in) operating activities	1,057		1,330
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Revenue earning vehicles expenditures	Revenue earning vehicles expenditures	(6,089)		(4,136)		Revenue earning vehicles expenditures	(6,543)		(6,089)
Proceeds from disposal of revenue earning vehicles	Proceeds from disposal of revenue earning vehicles	2,887		1,199		Proceeds from disposal of revenue earning vehicles	2,766		2,887
Non-vehicle capital asset expenditures	Non-vehicle capital asset expenditures	(59)		(17)		Non-vehicle capital asset expenditures	(123)		(59)
Proceeds from non-vehicle capital assets disposed of or to be disposed of		6		10
Proceeds from non-vehicle capital assets disposed of						Proceeds from non-vehicle capital assets disposed of	176		6

Collateral payments		—		(303)

Collateral returned in exchange for letters of credit	Collateral returned in exchange for letters of credit	19		114		Collateral returned in exchange for letters of credit	—		19
Return of (investment in) equity investments	Return of (investment in) equity investments	(15)		—		Return of (investment in) equity investments	(1)		(15)
Proceeds from the sale of a business, net of cash sold		—		818
Other		—		(1)

Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(3,251)		(2,316)		Net cash provided by (used in) investing activities	(3,725)		(3,251)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of vehicle debt	Proceeds from issuance of vehicle debt	7,379		8,939		Proceeds from issuance of vehicle debt	4,021		7,379
Repayments of vehicle debt	Repayments of vehicle debt	(4,824)		(8,120)		Repayments of vehicle debt	(1,872)		(4,824)
Proceeds from issuance of non-vehicle debt						Proceeds from issuance of non-vehicle debt	1,250		—
Repayments of non-vehicle debt						Repayments of non-vehicle debt	(759)		(10)
Payment of financing costs						Payment of financing costs	(17)		(38)

Dividends paid to Hertz Holdings						Dividends paid to Hertz Holdings	(220)		(1,648)

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

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THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Proceeds from issuance of non-vehicle debt		—		3,139
Repayments of non-vehicle debt		(10)		(6,341)
Payment of financing costs		(38)		(151)
Contributions from Hertz Holdings		—		5,638

Early redemption payments		—		(85)
Dividends paid to Hertz Holdings		(1,648)		—
Contributions from (distributions to) noncontrolling interests		—		(15)

Other						Other	(1)		—
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	859		3,004		Net cash provided by (used in) financing activities	2,402		859
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(25)		(8)		Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	13		(25)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	(1,087)		1,145		Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	(253)		(1,087)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(1)		2,650		1,550
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period						Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,418		2,650
Cash and cash equivalents and restricted cash and cash equivalents at end of period	Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,563	$	2,695	Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,165	$	1,563

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest, net of amounts capitalized:	Interest, net of amounts capitalized:					Interest, net of amounts capitalized:
Vehicle	Vehicle	$	92	$	203	Vehicle	$	207	$	92
Non-vehicle	Non-vehicle	74		158		Non-vehicle	117		74
Income taxes, net of refunds	Income taxes, net of refunds	37		2		Income taxes, net of refunds	10		37

Supplemental disclosures of non-cash information:	Supplemental disclosures of non-cash information:					Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives	Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	128	$	39	Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	336	$	128
Sales of revenue earning vehicles included in vehicle receivables	Sales of revenue earning vehicles included in vehicle receivables	81		33		Sales of revenue earning vehicles included in vehicle receivables	110		81

Purchases of non-vehicle capital assets included in accounts payable	Purchases of non-vehicle capital assets included in accounts payable	21		24		Purchases of non-vehicle capital assets included in accounts payable	19		21

Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	6		56		Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	25		6

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1—Background

Hertz Global Holdings, Inc. ("Hertz Global" when including its subsidiaries and VIEs and "Hertz Holdings" when excluding its subsidiaries and VIEs) was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns The Hertz Corporation ("Hertz" and interchangeably with Hertz Global, the "Company"), Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918. On May 22, 2020, as a result of the impact from the COVID-19 global pandemic, Hertz Global, Hertz and certain of their direct and indirect subsidiaries in the U.S. and Canada (the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 ("Chapter 11") of the U.S. Bankruptcy Code (the "Chapter 11 Cases") in the U.S. Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On June 10, 2021, a plan of reorganization (the "Plan of Reorganization") was confirmed by the Bankruptcy Court and on June 30, 2021, the Plan of Reorganization became effective and the Debtors emerged from Chapter 11.

Hertz operates its vehicle rental business globally primarily through the Hertz, Dollar and Thrifty brands from ~~company-owned, licensee~~company-operated and franchisee locations in the United States ("U.S."), Africa, Asia, Australia, Canada, the Caribbean, Europe, Latin America, the Middle East and New Zealand. The Company also sells vehicles through Hertz Car Sales and operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets. As disclosed in Note 3, "Divestitures," on March 30, 2021 the Company completed the sale of substantially all of the assets and certain liabilities of its Donlen subsidiary (the "Donlen Sale"), a business which provided vehicle leasing and fleet management services.Sales.

Note 2—Basis of Presentation

Basis of Presentation

This Quarterly Report on Form 10-Q combines the quarterly reports on Form 10-Q for the quarterly period ended June 30, ~~2022~~2023 of Hertz Global and Hertz. Hertz Global consolidates Hertz for financial statement purposes and, therefore, disclosures that relate to activities of Hertz also apply to Hertz Global. In the sections that combine disclosure of Hertz Global and Hertz, this report refers to actions as being actions of the Company, or Hertz Global, which is appropriate because the business is one enterprise and Hertz Global operates the business through Hertz. When appropriate, Hertz Global and Hertz are named specifically for their individual disclosures and any significant differences between the operations and results of Hertz Global and Hertz are separately disclosed and explained.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The Company's vehicle rental operations are typically a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months for the majority of countries where the Company generates revenues.

Certain charges related to the Chapter 11 Cases were recorded as reorganization items, net in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021 pursuant to the provisions of Accounting Standards Codification (“ASC”) 852, ~~Reorganizations. See Note 15, "Reorganization Items, Net," for additional information.~~

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

The December 31, ~~2021~~2022 unaudited condensed consolidated balance sheet data is derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP. The information included in this

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~Unaudited~~

Quarterly Report on Form 10-Q should be read in conjunction with information included in the Company's Form 10-K for the year ended December 31, ~~2021~~2022 (the ~~"2021~~"2022 Form 10-K"), as filed with the Securities and Exchange Commission ("SEC") on February ~~23, 2022.~~7, 2023.

Principles of Consolidation

The unaudited condensed consolidated financial statements of Hertz Global include the accounts of Hertz Global, its wholly owned and majority owned U.S. and international subsidiaries and its VIEs, as applicable. The unaudited condensed consolidated financial statements of Hertz include the accounts of Hertz, its wholly owned and majority owned U.S. and international subsidiaries and its VIEs, as applicable. The Company consolidates a VIE when it is deemed the primary beneficiary of the VIE. The Company accounts for its investment in joint ventures using the equity method when it has significant influence but not control and is not the primary beneficiary of the joint venture. All significant intercompany transactions have been eliminated in consolidation.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Note 3—Divestitures

~~Donlen Sale~~Sales of Non-vehicle Capital Assets

~~On March 30, 2021,~~In 2019, the Company substantially completed the sale of ~~substantially all of~~certain non-vehicle capital assets constituting real property, in an eminent domain proceeding, in its Americas RAC segment. In February 2023, the ~~assets and certain liabilities of its Donlen subsidiary. The proceeds~~Company received additional cash from the sale ~~were subject to certain post-closing adjustments~~upon final resolution of the eminent domain proceeding and recognized an additional $29 million pre-tax gain on the sale, which is included in (gain) on sale of non-vehicle capital assets in the ~~second quarter~~accompanying unaudited condensed consolidated statement of ~~2021 based on~~operations for the ~~level of assumed indebtedness, working capital and fleet equity. In the three and~~ six months ended June 30, ~~2021,~~2023.

In March 2023, the Company sold and leased back its Los Angeles, California airport location in its Americas RAC segment. The transaction qualified for sale-leaseback accounting. The Company recognized a pre-tax gain ~~in its corporate operations~~ of $8$133 million ~~and $400 million, net of the impact of foreign currency adjustments, respectively,~~ based on the difference in ~~cash proceeds received~~the sale amount of ~~$891~~$143 million ~~and $543~~less $9 million net book value of assets sold ~~plus~~and $1 million in selling costs, which is included in (gain) on sale of non-vehicle capital assets in the accompanying unaudited condensed consolidated statement of operations for the six months ended June 30, 2023. The leaseback is classified as an operating lease with a ~~$53 million receivable in connection with the sale where cash proceeds were received in September 2021.~~term of 36 months.

Note 4—Revenue Earning Vehicles

The components of revenue earning vehicles, net are as follows:


(In millions)	(In millions)	June 30, 2022		December 31, 2021		(In millions)	June 30, 2023		December 31, 2022
Revenue earning vehicles	Revenue earning vehicles	$	13,477	$	10,506	Revenue earning vehicles	$	17,195	$	13,654
Less accumulated depreciation	Less accumulated depreciation	(1,525)		(1,518)		Less accumulated depreciation	(1,871)		(1,649)
		11,952		8,988			15,324		12,005
Revenue earning vehicles held for sale, net(1)	Revenue earning vehicles held for sale, net(1)	378		238		Revenue earning vehicles held for sale, net(1)	521		490
Revenue earning vehicles, net	Revenue earning vehicles, net	$	12,330	$	9,226	Revenue earning vehicles, net	$	15,845	$	12,495

(1) Represents the carrying amount of vehicles currently placed on the Company's retail lots for sale or actively in the process of being sold through other disposition channels.

Depreciation of revenue earning vehicles and lease charges, net includes the following:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
Depreciation of revenue earning vehicles	Depreciation of revenue earning vehicles	$	432	$	167	$	754	$	432	Depreciation of revenue earning vehicles	$	432	$	432	$	854	$	754
(Gain) loss on disposal of revenue earning vehicles	(Gain) loss on disposal of revenue earning vehicles	(331)		(60)		(718)		(93)		(Gain) loss on disposal of revenue earning vehicles	(110)		(331)		(156)		(718)
Rents paid for vehicles leased	Rents paid for vehicles leased	5		9		11		20		Rents paid for vehicles leased	7		5		12		11
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	106	$	116	$	47	$	359	Depreciation of revenue earning vehicles and lease charges, net	$	329	$	106	$	710	$	47

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Note 5—Debt

The Company's debt, including its available credit facilities, consists of the following ($ in millions) as of June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


Facility	Facility	Weighted-Average Interest Rate as of June 30, 2022	Fixed or Floating Interest Rate	Maturity	June 30, 2022		December 31, 2021		Facility	Weighted-Average Interest Rate as of June 30, 2023	Fixed or Floating Interest Rate	Maturity	June 30, 2023		December 31, 2022
Non-Vehicle Debt	Non-Vehicle Debt								Non-Vehicle Debt
Term B Loan	Term B Loan	4.33%	Floating	6/2028	$	1,287	$	1,294	Term B Loan	8.41%	Floating	6/2028	$	1,274	$	1,281
Term C Loan	Term C Loan	4.33%	Floating	6/2028	245		245		Term C Loan	8.41%	Floating	6/2028	245		245
Senior Notes Due 2026	Senior Notes Due 2026	4.63%	Fixed	12/2026	500		500		Senior Notes Due 2026	4.63%	Fixed	12/2026	500		500
Senior Notes Due 2029	Senior Notes Due 2029	5.00%	Fixed	12/2029	1,000		1,000		Senior Notes Due 2029	5.00%	Fixed	12/2029	1,000		1,000
First Lien RCF	First Lien RCF	N/A	Floating	6/2026	—		—		First Lien RCF	8.09%	Floating	6/2026	500		—
Other Non-Vehicle Debt(1)	Other Non-Vehicle Debt(1)	7.98%	Fixed	Various	13		16		Other Non-Vehicle Debt(1)	5.87%	Fixed	Various	4		9
Unamortized Debt Issuance Costs and Net (Discount) Premium	Unamortized Debt Issuance Costs and Net (Discount) Premium				(64)		(69)		Unamortized Debt Issuance Costs and Net (Discount) Premium				(53)		(58)
Total Non-Vehicle Debt	Total Non-Vehicle Debt				2,981		2,986		Total Non-Vehicle Debt				3,470		2,977
Vehicle Debt	Vehicle Debt								Vehicle Debt
HVF III U.S. ABS Program	HVF III U.S. ABS Program								HVF III U.S. ABS Program
HVF III U.S. Vehicle Variable Funding Notes	HVF III U.S. Vehicle Variable Funding Notes								HVF III U.S. Vehicle Variable Funding Notes
HVF III Series 2021-A Class A(2)	HVF III Series 2021-A Class A(2)	2.88%	Floating	6/2024	2,273		2,813		HVF III Series 2021-A Class A(2)	6.72%	Floating	6/2025	3,263		2,363
HVF III Series 2021-A Class B(2)	HVF III Series 2021-A Class B(2)	3.65%	Fixed	6/2023	188		188		HVF III Series 2021-A Class B(2)	9.44%	Fixed	8/2025	188		188
					2,461		3,001						3,451		2,551
HVF III U.S. Vehicle Medium Term Notes	HVF III U.S. Vehicle Medium Term Notes								HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2021-1(2)	HVF III Series 2021-1(2)	1.66%	Fixed	12/2024	2,000		2,000		HVF III Series 2021-1(2)	1.66%	Fixed	12/2024	2,000		2,000
HVF III Series 2021-2(2)	HVF III Series 2021-2(2)	2.12%	Fixed	12/2026	2,000		2,000		HVF III Series 2021-2(2)	2.12%	Fixed	12/2026	2,000		2,000
HVF III Series 2022-1(2)	HVF III Series 2022-1(2)	2.07%	Fixed	6/2025	653		—		HVF III Series 2022-1(2)	2.44%	Fixed	6/2025	750		750
HVF III Series 2022-2(2)	HVF III Series 2022-2(2)	2.42%	Fixed	6/2027	653		—		HVF III Series 2022-2(2)	2.42%	Fixed	6/2027	652		652
HVF III Series 2022-3(2)	HVF III Series 2022-3(2)	3.53%	Fixed	3/2024	333		—		HVF III Series 2022-3(2)	3.89%	Fixed	3/2024	383		383
HVF III Series 2022-4(2)	HVF III Series 2022-4(2)	3.87%	Fixed	9/2025	580		—		HVF III Series 2022-4(2)	4.22%	Fixed	9/2025	667		667
HVF III Series 2022-5(2)	HVF III Series 2022-5(2)	4.03%	Fixed	9/2027	317		—		HVF III Series 2022-5(2)	4.03%	Fixed	9/2027	317		317
HVF III Series 2023-1(2)									HVF III Series 2023-1(2)	5.91%	Fixed	6/2026	460		—
HVF III Series 2023-2(2)									HVF III Series 2023-2(2)	6.30%	Fixed	9/2028	300		—
					6,536		4,000						7,529		6,769
Vehicle Debt - Other	Vehicle Debt - Other								Vehicle Debt - Other
Repurchase Facility	Repurchase Facility	3.03%	Fixed	7/2022	236		—		Repurchase Facility	6.94%	Fixed	7/2023	115		86
European ABS(2)	European ABS(2)	1.80%	Floating	10/2023	510		395		European ABS(2)	5.15%	Floating	11/2024	1,200		811
Hertz Canadian Securitization(2)	Hertz Canadian Securitization(2)	3.77%	Floating	6/2024	326		191		Hertz Canadian Securitization(2)	6.67%	Floating	6/2025	381		283
Australian Securitization(2)	Australian Securitization(2)	2.74%	Floating	4/2024	140		128		Australian Securitization(2)	5.77%	Floating	6/2025	139		168
New Zealand RCF	New Zealand RCF	5.12%	Floating	6/2024	37		39		New Zealand RCF	8.41%	Floating	6/2024	36		54
U.K. Financing Facility	U.K. Financing Facility	4.75%	Floating	7/2022-6/2026	107		98		U.K. Financing Facility	7.10%	Floating	7/2023-5/2027	190		101
U.K. Toyota Financing Facility	U.K. Toyota Financing Facility	2.20%	Floating	8/2022-2/2023	27		9		U.K. Toyota Financing Facility	7.25%	Floating	7/2023-2/2024	36		49
Other Vehicle Debt		2.93%	Floating	7/2022-4/2025	82		93
					1,465		953

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited


Facility	Facility	Weighted-Average Interest Rate as of June 30, 2022	Fixed or Floating Interest Rate	Maturity	June 30, 2022		December 31, 2021		Facility	Weighted-Average Interest Rate as of June 30, 2023	Fixed or Floating Interest Rate	Maturity	June 30, 2023		December 31, 2022
Other Vehicle Debt									Other Vehicle Debt	3.73%	Floating	7/2023-5/2027	80		76
													2,177		1,628
Unamortized Debt Issuance Costs and Net (Discount) Premium	Unamortized Debt Issuance Costs and Net (Discount) Premium				(51)		(33)		Unamortized Debt Issuance Costs and Net (Discount) Premium				(57)		(62)
Total Vehicle Debt	Total Vehicle Debt				10,411		7,921		Total Vehicle Debt				13,100		10,886
Total Debt	Total Debt				$	13,392	$	10,907	Total Debt				$	16,570	$	13,863

(1)Other non-vehicle debt is primarily comprised of $9$1 million and ~~$12~~$6 million in finance lease obligations as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

(2)Maturity reference is to the earlier "expected final maturity date" as opposed to the subsequent "legal final maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness originally expect the outstanding principal of the relevant indebtedness to be repaid in full. The legal final maturity date is the date on which the outstanding principal of the relevant indebtedness is legally due and payable in full.

Non-vehicle Debt

First Lien Credit Agreement

In March ~~2022,~~2023, Hertz increased the aggregate committed amount of the First Lien RCF from ~~$1.3~~$1.9 billion to ~~$1.5 billion and the sublimit for letters of credit from $1.1 billion to $1.4 billion and~~$2.0 billion.

In May 2023, Hertz amended the First Lien ~~RCF~~Credit Agreement to change the benchmark interest rate on the Term B Loan and the Term C Loan from USD LIBOR to the Secured Overnight Financing Rate ("SOFR") ~~based rate.~~

~~In May 2022, Hertz increased~~in connection with the ~~aggregate committed amount~~cessation of ~~the First Lien RCF from $1.5 billion to $1.7 billion and the sublimit for letters of credit from $1.4 billion to $1.6 billion.~~

~~In June 2022, Hertz increased the aggregate committed amount of the First Lien RCF from $1.7 billion to $1.9 billion and the sublimit for letters of credit from $1.6 billion to $1.8 billion.~~

In July 2022, Hertz increased the aggregate committed amount of the First Lien RCF by $55 million where the aggregate committed amount remains at $1.9 billion and the sublimit for letters of credit by $55 million where the aggregate sublimit remains at $1.8 billion.USD LIBOR.

Vehicle Debt

HVF III U.S. ABS Program

HVF III Series 2021-A Notes: In ~~March 2022, an increase to~~June 2023, Hertz Vehicle Financing III LLC ("HVF III"), a wholly-owned, special-purpose and bankruptcy-remote subsidiary of Hertz, increased the commitments for the Series 2021-A Notes, ~~was made,~~ increasing the maximum principal amount that may be outstanding from ~~$3.0~~$3.9 billion to ~~$3.2 billion.~~

~~In May 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.2 billion to $3.6 billion.~~

~~In June 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.6 billion to $3.8~~$4.1 billion. Additionally, the maturity ~~date~~dates of the Series 2021-A ~~Notes~~ Class A Notes ~~was~~and Class B Notes were extended to June ~~2024.~~

2025 and August 2025, respectively.

~~In July 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.8 billion to $3.9 billion.~~

HVF III Series ~~2022-1~~2023-1 Notes: In ~~January 2022, Hertz~~March 2023, HVF III issued the Series ~~2022-1~~2023-1 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of ~~$750~~$500 million. At the time of issuance, Hertz, an affiliate of HVF III, purchased the Class D Notes in an aggregate principal amount of $40 million, and accordingly, the related principal amount is eliminated in consolidation as of June 30, 2023.

HVF III Series ~~2022-2~~2023-2 Notes: In ~~January 2022, Hertz~~March 2023, HVF III issued the Series ~~2022-2~~2023-2 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of ~~$750~~$300 million.

There is subordination within each of the preceding series based on class.

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~~HVF III Series 2022-3 Notes: In March 2022, Hertz issued the Series 2022-3 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $383 million.~~

~~HVF III Series 2022-4 Notes: In March 2022, Hertz issued the Series 2022-4 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $667 million.~~

~~HVF III Series 2022-5 Notes: In March 2022, Hertz issued the Series 2022-5 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $364 million.~~

~~There is subordination within each of the preceding series based on class.~~

~~HVF III Various Series 2022 Class D Notes:~~ At the time of the respective HVF III initial offerings disclosed above, Hertz, an affiliate of HVF III, purchased the Class D Notes. Accordingly, the related principal amounts below are eliminated in consolidation as of June 30, 2022.


~~(In millions)~~	~~Aggregate Principal Amount~~

~~HVF III Series 2022-1 Class D Notes~~	$	98
~~HVF III Series 2022-2 Class D Notes~~	98
~~HVF III Series 2022-3 Class D Notes~~	50
~~HVF III Series 2022-4 Class D Notes~~	87
~~HVF III Series 2022-5 Class D Notes~~	47
~~Total~~	$	~~380~~

~~In July 2022, $81 million of the Series 2022-1 and all of the Series 2022-3 Class D Notes were sold by Hertz to third parties.~~

Vehicle Debt-Other

Repurchase ~~Facility~~Facilities

~~In June~~Beginning in 2022, Hertz entered into aand in the future may enter into repurchase ~~agreement~~agreements related to ~~the outstanding~~retained HVF III Series ~~2022 Class D~~ Notes (the "Repurchase ~~Facility"~~Facilities"), whereby Hertz ~~may~~can sell and repurchase at a pre-determined price any of the retained HVF III Series ~~2022 Class D Notes to the Repurchase Facility counterparty and repurchase such notes from time to time.~~Notes. Transactions occurring under the Repurchase ~~Facility~~Facilities are based on mutually agreeable terms and prevailing rates. As of June 30, ~~2022,~~2023, transactions totaling ~~$236~~$115 million were outstanding under ~~the~~ Repurchase ~~Facility and such transactions bear interest at a rate of SOFR plus 150 basis points and have a 30-day tenor.~~Facilities.

~~Australian Securitization~~

~~In January 2022, the Australian Securitization was amended to increase the aggregate maximum borrowings to AUD250 million and to extend the maturity to April 2024.~~

~~New Zealand RCF~~

~~In April 2022, Hertz New Zealand Holdings Limited, an indirect, wholly-owned subsidiary of Hertz, amended its credit agreement to extend the maturity to June 2024.~~

~~U.K. Financing Facility~~

In April 2022, Hertz U.K. Limited amended the U.K. Financing Facility to provide for aggregate maximum borrowings of up to £120 million, for a seasonal commitment period through October 2022. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to £100 million. Additionally, the U.K.

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~~Financing Facility was amended to extend the maturity of the aggregate maximum borrowings of £100 million to October 2023.~~

~~U.K. Toyota Financing Facility~~

~~In March 2022, Hertz U.K. Limited amended the U.K. Toyota Financing Facility to increase aggregate maximum borrowings from £10 million to £25 million and extended the maturity to October 2022.~~

Hertz Canadian Securitization

In June ~~2022,~~2023, TCL Funding Limited Partnership, a bankruptcy remote, indirect, wholly-owned, special purpose subsidiary of Hertz, amended the Hertz Canadian Securitization to provide for aggregate maximum borrowings of CAD$~~450~~475 million and extended the maturity date to June 2025. Additionally, the Hertz Canadian Securitization was amended to provide for aggregate maximum borrowings of CAD$575 million for a seasonal commitment period through November ~~2022.~~2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to CAD$~~350~~475 million. ~~Additionally,~~

Australian Securitization

In June 2023, HA Fleet Pty Limited, an indirect wholly-owned subsidiary of Hertz, amended the ~~Hertz Canadian~~Australian Securitization ~~was amended~~ to ~~extend the maturity of the~~provide for aggregate maximum borrowings of ~~CAD$350~~AUD$340 million and extended the maturity date to June 2025.

New Zealand RCF

In March 2023, Hertz New Zealand Holding Limited, an indirect, wholly-owned subsidiary of Hertz, amended its credit agreement to extend its seasonal commitment period and provide for aggregate maximum borrowings of NZD$80 million with step downs in committed capacity through May 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings reverted to NZD$60 million.

U.K. Financing Facility

In June 2023, Hertz U.K. Limited amended the U.K. Financing Facility to provide for aggregate maximum borrowings of £135 million and extended the maturity date to November 2024. Additionally, the U.K. Financing Facility was amended to provide for aggregate maximum borrowings of £155 million for a seasonal commitment period through October 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to £135 million.

Borrowing Capacity and Availability

Borrowing capacity and availability comes from the Company's revolving credit facilities, which are a combination of variable funding asset-backed securitization facilities, cash-flow based revolving credit facilities, asset-based revolving credit facilities and the First Lien RCF. Creditors under each such asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. With respect to each such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain pool of assets as the borrowing base.

The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt the Company could borrow assuming it possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility and, in the case of the First Lien RCF, less any issued standby letters of credit. With respect to a variable funding asset-backed

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securitization facility or asset-based revolving credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time).

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~~Unaudited~~

The following facilities were available to the Company as of June 30, ~~2022~~2023 and are presented net of any outstanding letters of credit:


(In millions)	(In millions)	Remaining Capacity		Availability Under Borrowing Base Limitation		(In millions)	Remaining Capacity		Availability Under Borrowing Base Limitation
Non-Vehicle Debt	Non-Vehicle Debt					Non-Vehicle Debt

First Lien RCF	First Lien RCF	$	1,449	$	1,449	First Lien RCF	$	745	$	745
Total Non-Vehicle Debt	Total Non-Vehicle Debt	1,449		1,449		Total Non-Vehicle Debt	745		745
Vehicle Debt	Vehicle Debt					Vehicle Debt
HVF III Series 2021-A	HVF III Series 2021-A	1,383		—		HVF III Series 2021-A	612		—

European ABS	European ABS	279		—		European ABS	—		—
Hertz Canadian Securitization	Hertz Canadian Securitization	23		—		Hertz Canadian Securitization	53		—
Australian Securitization	Australian Securitization	33		—		Australian Securitization	85		—

New Zealand RCF						New Zealand RCF	—		—
U.K. Financing Facility	U.K. Financing Facility	14		—		U.K. Financing Facility	6		—
U.K. Toyota Financing Facility	U.K. Toyota Financing Facility	3		—		U.K. Toyota Financing Facility	17		—
Total Vehicle Debt	Total Vehicle Debt	1,735		—		Total Vehicle Debt	773		—
Total	Total	$	3,184	$	1,449	Total	$	1,518	$	745

Letters of Credit

As of June 30, ~~2022,~~2023, there were outstanding standby letters of credit totaling ~~$701 million~~$1.0 billion comprised primarily of $245 million issued under the term loan "C" facility (the "Term C Loan") and ~~$441~~$755 million issued under the First Lien RCF. As of June 30, ~~2022,~~2023, no capacity remains to issue letters of credit under the Term C Loan. Such letters of credit have been issued primarily to ~~support the Company's insurance programs and to~~ provide credit enhancement for the Company's asset-backed securitization facilities and to support the Company's insurance programs, as well as to support the Company's vehicle rental concessions and leaseholds. As of June 30, ~~2022,~~2023, none of the issued letters of credit ~~have been drawn upon.~~were drawn.

Pledges Related to Vehicle Financing

Substantially all of the Company's revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor of the lenders under the various credit facilities, other secured financings or asset-backed securities programs. None of the value of such assets (including the assets owned by Hertz Vehicle Financing III LLC and various other domestic and international subsidiaries that facilitate the Company's international securitizations) will be available to satisfy the claims of unsecured creditors unless the secured creditors are paid in full.

The Company has a 25% ownership interest in IFF No. 2, whose sole purpose is to provide commitments to lend under the European ABS in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF No. 2 is a VIE and the Company is the primary beneficiary; therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the accompanying unaudited condensed consolidated financial statements. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, IFF No. 2 had total assets of ~~$838 million~~$1.9 billion and ~~$734 million,~~$1.3 billion, respectively, comprised primarily of intercompany receivables, and total liabilities of ~~$837 million~~$1.9 billion and ~~$733 million,~~$1.3 billion, respectively, comprised primarily of debt.

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Covenant Compliance

The First Lien RCF credit agreement (the "First Lien Credit Agreement") requires Hertz to comply with the following financial covenant: a First Lien Ratio of less than or equal to 3.00 to 1.00 in the first and last quarters of the calendar year and 3.50 to 1.00 in the second and third quarters of the calendar year. ~~This financial covenant was effective beginning in the third quarter of 2021.~~ As of June 30, ~~2022,~~2023, Hertz was in compliance with the First Lien Ratio.

In addition to the financial covenant, the First Lien Credit Agreement contains customary affirmative covenants including, among other things, the delivery of quarterly and annual financial statements and compliance certificates, and covenants related to conduct of business, maintenance of property and insurance, compliance with environmental laws and the granting of security ~~interest~~interests for the benefit of the secured parties under that agreement on after-acquired real property, fixtures and future subsidiaries. The First Lien Credit Agreement also contains customary negative covenants, including, among other things, restrictions on the incurrence of liens, indebtedness, asset dispositions and restricted payments. As of June 30, ~~2022,~~2023, the Company was in compliance with all covenants in the First Lien Credit Agreement.

Note 6—Leases

The Company enters into certain agreements as a lessor under which it rents vehicles and leases fleets to customers. The following table summarizes the amount of operating lease income and other income included in total revenues in the accompanying unaudited condensed consolidated statements of operations:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
Operating lease income from vehicle rentals	Operating lease income from vehicle rentals	$	2,226	$	1,798	$	3,947	$	2,896	Operating lease income from vehicle rentals	$	2,214	$	2,226	$	4,073	$	3,947
Operating lease income from fleet leasing		—		—		—		149

Variable operating lease income	Variable operating lease income	57		39		101		40		Variable operating lease income	165		57		297		101
Revenue accounted for under Topic 842	Revenue accounted for under Topic 842	2,283		1,837		4,048		3,085		Revenue accounted for under Topic 842	2,379		2,283		4,370		4,048
Revenue accounted for under Topic 606	Revenue accounted for under Topic 606	61		36		106		76		Revenue accounted for under Topic 606	58		61		114		106
Total revenues	Total revenues	$	2,344	$	1,873	$	4,154	$	3,161	Total revenues	$	2,437	$	2,344	$	4,484	$	4,154

Note 7—Income Tax (Provision) Benefit

Hertz Global

For the three months ended June 30, 2023, Hertz Global recorded a tax provision of $19 million, which resulted in an effective tax rate of 12%.For the three months ended June 30, 2022, Hertz Global recorded a tax provision of $179 million, which resulted in an effective tax rate of 16%. ~~For the three months ended June 30, 2021, Hertz Global recorded a tax benefit of $46 million, which resulted in an effective tax rate of 22%.~~

The change in tax in the three months ended June 30, ~~2022~~2023 compared to ~~2021~~2022 is driven by ~~improvements~~lower pre-tax income and benefits from electric vehicle credits, offset by the non-deductibility of the change in ~~Hertz Global’s financial performance, as well as~~ the ~~non-taxable change in~~ fair value of ~~the Public Warrants in 2022, non-deductible bankruptcy costs incurred in 2021 and tax benefits associated with the restructuring in Europe recognized in 2021.~~warrants.

For the first half of 2023, Hertz Global recorded a tax benefit of $115 million, which resulted in an effective tax rate of (52%). For the first half of 2022, Hertz Global recorded a tax provision of $309 million, which resulted in an effective tax rate of 18%. ~~For the first half of 2021, Hertz Global recorded a tax expense of $33 million, which resulted in an effective tax rate of 63%.~~

The change in tax in the first half of ~~2022~~2023 compared to ~~2021~~2022 is driven by ~~improvements~~lower pre-tax income, recognition of uncertain tax benefits related to our tax restructuring of European operations and benefits from electric vehicle credits, offset by the non-deductibility of the change in ~~Hertz Global’s financial performance, as well as~~ the ~~non-taxable change in~~ fair value of ~~the Public Warrants in 2022, non-deductible bankruptcy costs incurred in 2021 and tax benefits associated~~warrants.

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the loss. This resulted in an additional $163 million of ordinary loss recognized in the six months ended June 30, 2023.

AsOn August 16, 2022, the Inflation Reduction Act ("IRA") of 2022 was enacted into law. It includes a 15% corporate alternative minimum tax and a 1% excise tax on corporate stock buybacks, both of which are effective after December 31, 2022. Hertz Global does not currently anticipate a material impact to its results of operations, cash flows or financial position related to these provisions. The IRA also included income tax incentives associated with electric vehicles placed in service after December 31, 2022. An estimate of these credits has been included in the tax calculation for the three and six months ended June 30, 2022, the Company has approximately $670 million gross, or $141 million U.S. federal tax effected, of capital loss carryforward relating to a European restructuring for which a full valuation allowance is recorded. The Company filed a request for a pre-filing agreement with the Internal Revenue Service ("IRS") in December 2021, to determine whether the capital loss on the European restructuring qualifies as an ordinary loss. In May of 2022, the IRS began its review of the character of the loss on the European restructuring. A favorable outcome from this proceeding could result in a full or partial release of the valuation allowance.2023.

Hertz

For the three months ended June 30, 2023, Hertz recorded a tax provision of $18 million, which resulted in an effective tax rate of 7%. For the three months ended June 30, 2022, Hertz recorded a tax provision of $178 million, which resulted in an effective tax rate of 27%. ~~For the three months ended June 30, 2021, the Company recorded a tax benefit of $46 million, which resulted in an effective tax rate of 90%.~~

The change in tax in the three months ended June 30, ~~2022~~2023 compared to ~~2021~~2022 is driven by ~~improvements in Hertz’s financial performance, as well as non-deductible bankruptcy costs incurred in 2021~~lower pre-tax income and ~~tax~~ benefits ~~associated with the restructuring in Europe recognized in 2021.~~from electric vehicle credits.

For the first half of 2023, Hertz recorded a tax benefit of $116 million, which resulted in an effective tax rate of (26%). For the first half of 2022, Hertz recorded a tax provision of $308 million, which resulted in an effective tax rate of 26%. ~~For the first half of 2021, the Company recorded a tax provision of $33 million, which resulted in an effective tax rate of 15%.~~

The change in tax in the first half of ~~2022~~2023 compared to ~~2021~~2022 is driven by ~~improvements in Hertz’s financial performance, as well as non-deductible bankruptcy costs incurred in the first half~~lower pre-tax income, recognition of ~~2021 and~~uncertain tax benefits ~~associated with the~~related to our tax restructuring ~~in Europe recognized in the first half~~ of ~~2021.~~European operations and benefits from electric vehicle credits.

As of June 30, 2022, the Company has approximately $670 million gross, or $141 million U.S. federal tax effected, of capital loss carryforward relating to a European restructuring for which a full valuation allowance is recorded. The Companypreviously disclosed, Hertz filed a request for a pre-filing agreement with the ~~Internal Revenue Service ("IRS")~~IRS in December 2021 to determine whether the ~~capital~~ loss ~~on the~~related to our tax restructuring of European ~~restructuring qualifies~~operations qualified as an ordinary loss. ~~In May~~On February 9, 2023, Hertz and the IRS agreed to the character and amount of the loss. This resulted in an additional $163 million of ordinary loss.

On August 16, 2022, the ~~IRS began~~IRA of 2022 was enacted into law. It includes a 15% corporate alternative minimum tax and a 1% excise tax on corporate stock buybacks, both of which are effective after December 31, 2022. Hertz does not currently anticipate a material impact to its ~~review~~results of operations, cash flows or financial position related to these provisions. The IRA also included income tax incentives associated with electric vehicles placed in service after December 31, 2022. An estimate of these credits has been included in the ~~character of~~tax calculation for the ~~loss on the European restructuring. A favorable outcome from this proceeding could result in a full or partial release of the valuation allowance.~~three and six months ended June 30, 2023.

Note 8—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global

Public Warrants

During the three and six months ended June 30, ~~2022, 44,700~~2023, 6,207 and ~~189,890~~34,104 Public Warrants were exercised, ~~respectively,~~ of which ~~13,223~~4,848 and ~~46,650, respectively,~~24,292 were cashless exercises and ~~31,477~~1,359 and ~~143,240, respectively,~~9,812 were exercised for $13.80 per ~~share.~~share, respectively. As of June 30, ~~2022,~~2023, a cumulative ~~6,230,170~~6,320,343 Public Warrants have been exercised since their original issuance in June 2021. The Public Warrants are recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. See Note 11, "Fair Value Measurements."

Share Repurchase Programs for Common Stock

In November 2021, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a share repurchase program (the "2021 Share Repurchase Program") that authorized the repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock. Between January 1, 2022 and June 30, 2022, a total of 80,677,021 shares of Hertz Global's common stock were repurchased at an average share price of $19.74 for an aggregate purchase price of $1.6 billion. During the second quarter of 2022, the Company completed the 2021 Share Repurchase Program. A total of 97,783,047 shares of Hertz Global common stock were repurchased since the inception of this program for an aggregate purchase price of $2.0 billion. These amounts are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2022.

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the Company completed the 2021 Share Repurchase Program. A total of 97,783,047 shares of Hertz Global common stock were repurchased since the inception of the 2021 Share Repurchase Program for an aggregate purchase price of $2.0 billion.

In June 2022, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a new share repurchase program (the "2022 Share Repurchase Program") that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. InDuring the three and six months ended June ~~2022,~~30, 2023, a total of ~~1,207,930~~6,266,607 and 12,002,255 shares of Hertz Global's common stock were repurchased under ~~this program~~the 2022 Share Repurchase Program at an average share price of ~~$16.56~~$15.96 and $16.67 for an aggregate purchase price of ~~$20 million. These amounts are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as~~$100 million and $200 million, excluding applicable excise tax, respectively. As of June 30, ~~2022.~~

~~Between July 1, 2022 and July 21, 2022,~~2023, a total of ~~8,092,200 shares of Hertz Global's common stock were repurchased at an average share price of $17.09 for an aggregate purchase price of $138 million. A total of 9,300,130~~59,305,264 shares of Hertz Global's common stock have been repurchased since the inception of the 2022 Share Repurchase Program for an aggregate purchase price of ~~$158 million.~~$1.0 billion, excluding applicable excise tax.

Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022.

Between July 1, 2023 and July 20, 2023, a total of 553,310 shares of Hertz Global's common stock were repurchased at an average share price of $18.68 for an aggregate purchase price of $10 million, excluding applicable excise tax.

Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

Any repurchases will be made at the discretion of Hertz Global's management through a variety of methods, such as open-market transactions (including pre-set trading plans pursuant to Rule 10b5-1 of the Exchange Act), privately negotiated transactions, accelerated share repurchases, and other transactions in accordance with applicable securities laws. The share repurchase authorization has no initial time limit, does not obligate Hertz Global to acquire any particular amount of common stock, and can be discontinued at any time. There can be no assurance as to the timing or number of shares of any repurchases.

Computation of Earnings (Loss) Per Common Share

For the three and six months ended June 30, 2022, the diluted weighted-average shares outstanding included the dilutive impact of Public Warrants where the Company assumed share settlement of the Public Warrants as of the beginning of the reporting period. Additionally, the Company removes the change in fair value of Public Warrants when computing diluted earnings (loss) per common share, when the impact of Public Warrants is dilutive.

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The following table sets forth the computation of basic and diluted earnings (loss) per common share:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data) (1)	(In millions, except per share data) (1)	2022		2021		2022		2021		(In millions, except per share data)(1)	2023		2022		2023		2022
Numerator:	Numerator:									Numerator:

Net income (loss) attributable and available to Hertz Global common stockholders, basic		$	940	$	(168)	$	1,366	$	21
Net income (loss) available to Hertz Global common stockholders, basic										Net income (loss) available to Hertz Global common stockholders, basic	$	139	$	940	$	335	$	1,366
Change in fair value of Public Warrants	Change in fair value of Public Warrants	(461)		—		(511)		—		Change in fair value of Public Warrants	—		(461)		—		(511)

Net income (loss) available to Hertz Global common stockholders, diluted	Net income (loss) available to Hertz Global common stockholders, diluted	$	479	$	(168)	$	856	$	21	Net income (loss) available to Hertz Global common stockholders, diluted	$	139	$	479	$	335	$	856
Denominator:	Denominator:									Denominator:

Basic weighted-average common shares outstanding	Basic weighted-average common shares outstanding	398		160		415		158		Basic weighted-average common shares outstanding	314		398		318		415
Dilutive effect of stock options, RSUs and PSUs	Dilutive effect of stock options, RSUs and PSUs	1		—		1		—		Dilutive effect of stock options, RSUs and PSUs	1		1		1		1
Dilutive effect of Public Warrants	Dilutive effect of Public Warrants	25		—		27		—		Dilutive effect of Public Warrants	—		25		—		27
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding	424		160		443		158		Diluted weighted-average shares outstanding	315		424		319		443

Antidilutive Public Warrants										Antidilutive Public Warrants	13		—		15		—
Antidilutive stock options, RSUs and PSUs	Antidilutive stock options, RSUs and PSUs	7		1		6		1		Antidilutive stock options, RSUs and PSUs	6		7		6		6
Total antidilutive	Total antidilutive	7		1		6		1		Total antidilutive	19		7		21		6
Earnings (loss) per common share:	Earnings (loss) per common share:									Earnings (loss) per common share:
Basic	Basic	$	2.36	$	(1.05)	$	3.29	$	0.13	Basic	$	0.44	$	2.36	$	1.06	$	3.29
Diluted	Diluted	$	1.13	$	(1.05)	$	1.93	$	0.13	Diluted	$	0.44	$	1.13	$	1.05	$	1.93

(1) The table above is denoted in millions, excluding earnings (loss) per common share. Amounts are calculated from the underlying numbers in thousands, and as a result, may not agree to the amounts shown in the table when calculated in millions.

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~Unaudited~~

Note 9—Stock-Based Compensation

~~During~~The stock-based compensation expense associated with the ~~fourth quarter of~~Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and recorded at Hertz. In 2021, Hertz Global's Board of Directors approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of June 30, ~~2022, 42,470,050~~2023, 53,146,475 shares of the Company's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan, which reflects an automatic annual share increase as prescribed by the 2021 Omnibus Plan. Vesting of the outstanding equity awards is also subject to accelerated vesting as set forth in the 2021 Omnibus Plan.

~~During~~A summary of the ~~three and six months ended June 30, 2022,~~total compensation expense ~~of $36 million, net of $3 million~~and related income tax ~~benefit, and $63 million, net of $4 million tax benefit, respectively, was~~benefits recognized for grants made under the 2021 Omnibus Plan ~~and recorded in selling, general and administrative expense in the accompanying unaudited condensed consolidated income statement.~~ is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Compensation expense	$	22	$	36	$	43	$	63
Income tax benefit	(3)		(3)		(8)		(4)
Compensation expense, net	$	19	$	33	$	35	$	59

As of June 30, ~~2022,~~2023, there was ~~$287~~$206 million of total unrecognized compensation cost expected to be recognized over the remaining 2.2 years, on a weighted average basis, of the requisite service period that began on the grant dates.

~~Stock Options~~

~~A summary of stock option activity for the first half of 2022 is presented below:~~

Options Shares Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term (years) Aggregate Intrinsic
Value (In millions)
Outstanding as of December 31, 2021 3,678,855 $ 26.17 9.9 $ —
Granted — — — —
Exercised — — — —
Forfeited or Expired (244,640) 26.17 — —
Outstanding as of June 30, 2022 3,434,215 — 9.4 —
Exercisable as of June 30, 2022 (206,440) 26.17 9.4 —
Non-vested as of June 30, 2022 3,227,775

~~Performance Stock Units ("PSUs")~~

~~A summary of the PSU activity for the first half of 2022 is presented below:~~

Shares Weighted-
Average
Fair Value Aggregate Intrinsic
Value (In millions)
Outstanding as of December 31, 2021 — $ — $ —
Granted 9,928,917 17.73 —
Vested — — —
Forfeited or Expired (19,029) 22.02 —
Outstanding as of June 30, 2022 9,909,888 17.72 157

2523

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Stock Options and Stock Appreciation Rights

A summary of stock option activity for the first half of 2023 is presented below:


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,144,983	$	26.17	8.2	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited or Expired	(468,259)	26.17		—	—
Outstanding as of June 30, 2023	2,676,724	26.17		7.8	—
Exercisable as of June 30, 2023	(1,214,920)	26.17		7.1	—
Non-vested as of June 30, 2023	1,461,804

Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")

A summary of the PSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	9,292,749	$	17.62	$	143
Granted(1)	524,861	17.31		—
Vested	—	—		—
Forfeited or Expired	(83,356)	18.52		—
Outstanding as of June 30, 2023	9,734,254	17.59		179

(1) Presented assuming the issuance at the original target award amount (100%).

Compensation expense for PSUs is based on the grant date fair value. For grants issued in ~~2022,~~2023, vesting eligibility is based on market, performance and service conditions of ~~one~~two to ~~five~~three years. ~~Certain~~Accordingly, the number of ~~these PSUs were valued on~~shares issued at the ~~grant date using a Monte Carlo simulation model that incorporates~~end of the ~~assumptions noted~~performance period could range between 0% and 200% of the original target award amount (100%) disclosed in the ~~following table:~~table above.


	~~Grants~~
~~Assumption~~	~~2022~~
~~Expected volatility~~	68		%
~~Expected dividend yield~~	—		%
~~Expected term (years)~~	5
~~Risk-free interest rate~~	~~1.71~~		%
~~Weighted-average grant date fair value~~	$	~~17.61~~

As of June 30, 2023, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.

Restricted Stock and Restricted Stock Units ("RSUs")

A summary of RSU activity for the first half of ~~2022~~2023 is presented below:


		Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)			Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2021		1,726,286	$	26.17	$	43
Outstanding as of January 1, 2023							Outstanding as of January 1, 2023	3,412,763	$	20.82	$	53
Granted	Granted	3,353,698	20.60		—		Granted	2,188,528	17.37		—
Vested	Vested	(568,812)	26.17		—		Vested	(257,969)	20.72		—
Forfeited or Expired	Forfeited or Expired	(119,604)	24.85		—		Forfeited or Expired	(287,054)	20.74		—
Outstanding as of June 30, 2022		4,391,568	21.95		70
Outstanding as of June 30, 2023							Outstanding as of June 30, 2023	5,056,268	19.34		93

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Additional information pertaining to RSU activity is as follows:


	Six Months Ended June 30,
	~~2022~~
~~Total fair value of awards that vested (in millions)~~	$	15
~~Weighted-average grant-date fair value of awards granted~~	$	~~20.60~~


	Six Months Ended June 30,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	15
Weighted-average grant-date fair value of awards granted	$	17.37	$	20.60

RSU grants issued in ~~2022~~2023 vest ratably over a period of ~~two~~three to four ~~years. RSU grants issued in 2021 vest ratably over a period of three~~ years.

Deferred Stock Units

As of June 30, ~~2022,~~2023, there were approximately ~~48,000~~84,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 10—Financial Instruments

The Company employs established risk management policies and procedures, and, under the terms of our ABS facilities, may be required to enter into interest rate derivatives, which seek to reduce the Company’s commercial risk exposure to fluctuations in interest rates and currency exchange rates. Although the instruments utilized involve varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate concentrations of risk and the counterparties to the agreements are expected to perform fully under the terms of the agreements. The Company monitors counterparty credit risk, including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~Unaudited~~

Association ("ISDA") master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any such agreements against any other amounts owed with regard to any other agreements between the parties to each such agreement.

None of the Company's financial instruments have been designated as hedging instruments as of June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. The Company classifies cash flows from the financial instruments according to the classification of the cash flows of the economic hedged item(s).

~~Interest Rate Risk~~

~~The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating and fixed-rate debt.~~

~~Currency Exchange Rate Risk~~

~~The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.~~

~~Fair Value~~

~~The following table summarizes the estimated fair value of financial instruments:~~

Fair Value of Financial Instruments
Asset Derivatives(1)
Liability Derivatives(1)
(In millions) June 30, 2022 December 31, 2021 June 30, 2022 December 31, 2021
Interest rate instruments $ 99 $ 12 $ — $ —
Foreign currency forward contracts 2 1 6 2
Total $ 101 $ 13 $ 6 $ 2

(1) All asset derivatives are recorded in prepaid expenses and other assets and all liability derivatives are recorded in accrued liabilities in the accompanying unaudited condensed consolidated balance sheets.Public Warrants

During the three and six months ended June 30, ~~2022, the Company recognized gains~~2023, 6,207 and 34,104 Public Warrants were exercised, of ~~$21 million~~which 4,848 and ~~$65 million, respectively, on interest rate instruments which~~24,292 were cashless exercises and 1,359 and 9,812 were exercised for $13.80 per share, respectively. As of June 30, 2023, a cumulative 6,320,343 Public Warrants have been exercised since their original issuance in June 2021. The Public Warrants are recorded ~~in vehicle interest expense, net~~at fair value in the accompanying unaudited condensed consolidated ~~statements~~balance sheets as of ~~operations for the three and six months ended~~ June 30, 2023 and December 31, 2022. ~~The amounts recognized in income for derivative instruments were not material for the three and six months ended June 30, 2021.~~

The Company's foreign currency forward contracts and certain interest rate instruments are subject to enforceable master netting agreements with their counterparties. The Company does not offset such derivative assets and liabilities in its unaudited condensed consolidated balance sheets, and the potential effect of the Company’s use of the master netting arrangements is not material.See Note 11, "Fair Value Measurements."

~~Note 11—Fair Value Measurements~~Share Repurchase Programs for Common Stock

~~Under U.S. GAAP, entities are allowed~~In November 2021, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a share repurchase program (the "2021 Share Repurchase Program") that authorized the repurchase of up to ~~measure certain financial instruments and other items at fair value. The Company has not elected~~$2.0 billion worth of shares of Hertz Global's outstanding common stock. During the ~~fair value measurement option for any~~second quarter of its assets or liabilities that meet the criteria for this option. Irrespective of the fair value option previously described, U.S. GAAP requires certain financial and non-financial assets and liabilities of the Company to be measured on either a recurring basis or on a nonrecurring basis.

2022,

2721

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

~~Fair Value Disclosures~~the Company completed the 2021 Share Repurchase Program. A total of 97,783,047 shares of Hertz Global common stock were repurchased since the inception of the 2021 Share Repurchase Program for an aggregate purchase price of $2.0 billion.

In June 2022, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a new share repurchase program (the "2022 Share Repurchase Program") that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. During the three and six months ended June 30, 2023, a total of 6,266,607 and 12,002,255 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $15.96 and $16.67 for an aggregate purchase price of $100 million and $200 million, excluding applicable excise tax, respectively. As of June 30, 2023, a total of 59,305,264 shares of Hertz Global's common stock have been repurchased since the inception of the 2022 Share Repurchase Program for an aggregate purchase price of $1.0 billion, excluding applicable excise tax.

Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022.

Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

Computation of Earnings (Loss) Per Common Share

Basic earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding. Diluted earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, including Public Warrants, except when the effect would be anti-dilutive. Additionally, the Company removes the change in fair value of Public Warrants when computing diluted earnings (loss) per common share, when the impact of Public Warrants is dilutive.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

The following table sets forth the computation of basic and diluted earnings (loss) per common share:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)(1)	2023		2022		2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	139	$	940	$	335	$	1,366
Change in fair value of Public Warrants	—		(461)		—		(511)

Net income (loss) available to Hertz Global common stockholders, diluted	$	139	$	479	$	335	$	856
Denominator:


Basic weighted-average common shares outstanding	314		398		318		415
Dilutive effect of stock options, RSUs and PSUs	1		1		1		1
Dilutive effect of Public Warrants	—		25		—		27
Diluted weighted-average shares outstanding	315		424		319		443
Antidilutive Public Warrants	13		—		15		—
Antidilutive stock options, RSUs and PSUs	6		7		6		6
Total antidilutive	19		7		21		6
Earnings (loss) per common share:
Basic	$	0.44	$	2.36	$	1.06	$	3.29
Diluted	$	0.44	$	1.13	$	1.05	$	1.93

Note 9—Stock-Based Compensation

The ~~fair value~~stock-based compensation expense associated with the Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and recorded at Hertz. In 2021, Hertz Global's Board of ~~cash, restricted cash, accounts receivable, accounts payable and accrued liabilities, to~~Directors approved the ~~extent the underlying liability will be settled in cash, approximates the carrying values because~~Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of June 30, 2023, 53,146,475 shares of the ~~short-term nature~~Company's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan, which reflects an automatic annual share increase as prescribed by the 2021 Omnibus Plan. Vesting of ~~these instruments.~~the outstanding equity awards is also subject to accelerated vesting as set forth in the 2021 Omnibus Plan.

~~Debt Obligations~~A summary of the total compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Compensation expense	$	22	$	36	$	43	$	63
Income tax benefit	(3)		(3)		(8)		(4)
Compensation expense, net	$	19	$	33	$	35	$	59

As of June 30, 2023, there was $206 million of total unrecognized compensation cost expected to be recognized over the remaining 2.2 years, on a weighted average basis, of the requisite service period that began on the grant dates.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Stock Options and Stock Appreciation Rights

A summary of stock option activity for the first half of 2023 is presented below:


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,144,983	$	26.17	8.2	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited or Expired	(468,259)	26.17		—	—
Outstanding as of June 30, 2023	2,676,724	26.17		7.8	—
Exercisable as of June 30, 2023	(1,214,920)	26.17		7.1	—
Non-vested as of June 30, 2023	1,461,804

Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")

A summary of the PSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	9,292,749	$	17.62	$	143
Granted(1)	524,861	17.31		—
Vested	—	—		—
Forfeited or Expired	(83,356)	18.52		—
Outstanding as of June 30, 2023	9,734,254	17.59		179

(1) Presented assuming the issuance at the original target award amount (100%).

Compensation expense for PSUs is based on the grant date fair value. For grants issued in 2023, vesting eligibility is based on market, performance and service conditions of two to three years. Accordingly, the number of shares issued at the end of the performance period could range between 0% and 200% of the original target award amount (100%) disclosed in the table above.

As of June 30, 2023, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.

Restricted Stock and Restricted Stock Units ("RSUs")

A summary of RSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,412,763	$	20.82	$	53
Granted	2,188,528	17.37		—
Vested	(257,969)	20.72		—
Forfeited or Expired	(287,054)	20.74		—
Outstanding as of June 30, 2023	5,056,268	19.34		93

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Additional information pertaining to RSU activity is as follows:


	Six Months Ended June 30,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	15
Weighted-average grant-date fair value of awards granted	$	17.37	$	20.60

RSU grants issued in 2023 vest ratably over a period of three to four years.

Deferred Stock Units

As of June 30, 2023, there were approximately 84,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 10—Financial Instruments

The ~~fair value~~Company employs established risk management policies and procedures, and, under the terms of our ABS facilities, may be required to enter into interest rate derivatives, which seek to reduce the Company’s commercial risk exposure to fluctuations in interest rates and currency exchange rates. Although the instruments utilized involve varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate concentrations of risk and the counterparties to the agreements are expected to perform fully under the terms of the ~~debt facilities is estimated based~~agreements. The Company monitors counterparty credit risk, including lenders, on ~~quoted market rates as well as borrowing rates currently available~~a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives Association ("ISDA") master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any such agreements against any other amounts owed with regard to any other agreements between the ~~Company for loans with similar terms and average maturities (i.e. Level 2 inputs).~~

June 30, 2022 December 31, 2021
(In millions) Nominal Unpaid Principal Balance Aggregate Fair Value Nominal Unpaid Principal Balance Aggregate Fair Value
Non-Vehicle Debt $ 3,045 $ 2,642 $ 3,055 $ 3,065
Vehicle Debt 10,462 9,939 7,954 7,908
Total $ 13,507 $ 12,581 $ 11,009 $ 10,973
parties to each such agreement.

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis~~

~~The following table summarizes~~None of the Company's ~~cash equivalents, restricted cash equivalents~~financial instruments have been designated as hedging instruments as of June 30, 2023 and ~~Public Warrants that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:~~

June 30, 2022 December 31, 2021
(In millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents and restricted cash equivalents $ 794 $ — $ — $ 794 $ 1,678 $ — $ — $ 1,678
Liabilities:
Public Warrants $ 811 $ — $ — $ 811 $ 1,324 $ — $ — $ 1,324

~~Cash Equivalents and Restricted Cash Equivalents~~

~~The Company’s cash equivalents and restricted cash equivalents primarily consist of investments in money market funds and bank money market and interest-bearing accounts.~~December 31, 2022. The Company ~~determines~~classifies cash flows from the ~~fair value~~financial instruments according to the classification of the cash ~~equivalents and restricted cash equivalents using a market approach based on quoted prices in active markets (i.e. Level 1 inputs)~~flows of the economic hedged item(s).

Public Warrants

During the three and six months ended June 30, 2023, 6,207 and 34,104 Public Warrants were exercised, of which 4,848 and 24,292 were cashless exercises and 1,359 and 9,812 were exercised for $13.80 per share, respectively. As of June 30, 2023, a cumulative 6,320,343 Public Warrants have been exercised since their original issuance in June 2021. The Public Warrants are recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. See Note 11, "Fair Value Measurements."

Share Repurchase Programs for Common Stock

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

In June 2022, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a new share repurchase program (the "2022 Share Repurchase Program") that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. During the three and six months ended June 30, 2023, a total of 6,266,607 and 12,002,255 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $15.96 and $16.67 for an aggregate purchase price of $100 million and $200 million, excluding applicable excise tax, respectively. As of June 30, 2023, a total of 59,305,264 shares of Hertz Global's common stock have been repurchased since the inception of the 2022 Share Repurchase Program for an aggregate purchase price of $1.0 billion, excluding applicable excise tax.

Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022.

Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

Computation of Earnings (Loss) Per Common Share

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

The following table sets forth the computation of basic and diluted earnings (loss) per common share:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)(1)	2023		2022		2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	139	$	940	$	335	$	1,366
Change in fair value of Public Warrants	—		(461)		—		(511)

Net income (loss) available to Hertz Global common stockholders, diluted	$	139	$	479	$	335	$	856
Denominator:


Basic weighted-average common shares outstanding	314		398		318		415
Dilutive effect of stock options, RSUs and PSUs	1		1		1		1
Dilutive effect of Public Warrants	—		25		—		27
Diluted weighted-average shares outstanding	315		424		319		443
Antidilutive Public Warrants	13		—		15		—
Antidilutive stock options, RSUs and PSUs	6		7		6		6
Total antidilutive	19		7		21		6
Earnings (loss) per common share:
Basic	$	0.44	$	2.36	$	1.06	$	3.29
Diluted	$	0.44	$	1.13	$	1.05	$	1.93

Note 9—Stock-Based Compensation

The stock-based compensation expense associated with the Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and recorded at Hertz. In 2021, Hertz Global's Board of Directors approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of June 30, 2023, 53,146,475 shares of the Company's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan, which reflects an automatic annual share increase as prescribed by the 2021 Omnibus Plan. Vesting of the outstanding equity awards is also subject to accelerated vesting as set forth in the 2021 Omnibus Plan.

A summary of the total compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Compensation expense	$	22	$	36	$	43	$	63
Income tax benefit	(3)		(3)		(8)		(4)
Compensation expense, net	$	19	$	33	$	35	$	59

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Stock Options and Stock Appreciation Rights

A summary of stock option activity for the first half of 2023 is presented below:


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,144,983	$	26.17	8.2	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited or Expired	(468,259)	26.17		—	—
Outstanding as of June 30, 2023	2,676,724	26.17		7.8	—
Exercisable as of June 30, 2023	(1,214,920)	26.17		7.1	—
Non-vested as of June 30, 2023	1,461,804

Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")

A summary of the PSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	9,292,749	$	17.62	$	143
Granted(1)	524,861	17.31		—
Vested	—	—		—
Forfeited or Expired	(83,356)	18.52		—
Outstanding as of June 30, 2023	9,734,254	17.59		179

(1) Presented assuming the issuance at the original target award amount (100%).

As of June 30, 2023, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.

Restricted Stock and Restricted Stock Units ("RSUs")

A summary of RSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,412,763	$	20.82	$	53
Granted	2,188,528	17.37		—
Vested	(257,969)	20.72		—
Forfeited or Expired	(287,054)	20.74		—
Outstanding as of June 30, 2023	5,056,268	19.34		93

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Unaudited

Additional information pertaining to RSU activity is as follows:


	Six Months Ended June 30,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	15
Weighted-average grant-date fair value of awards granted	$	17.37	$	20.60

RSU grants issued in 2023 vest ratably over a period of three to four years.

Deferred Stock Units

As of June 30, 2023, there were approximately 84,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 10—Financial Instruments

None of the Company's financial instruments have been designated as hedging instruments as of June 30, 2023 and December 31, 2022. The Company classifies cash flows from the financial instruments according to the classification of the cash flows of the economic hedged item(s).

Interest Rate Risk

The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating and fixed-rate debt.

Currency Exchange Rate Risk

The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.

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Fair Value

The following table summarizes the estimated fair value of financial instruments:


	Fair Value of Financial Instruments
	Asset Derivatives(1)				Liability Derivatives(1)
(In millions)	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Interest rate instruments(2)	$	30	$	140	$	—	$	—
Foreign currency forward contracts	2		1		7		2
Total	$	32	$	141	$	7	$	2

(2) The activity in 2023 is primarily due to net cash received on monthly settlements, including the sale of interest rate caps disclosed below.

The following table summarizes the gains or (losses) on financial instruments for the period indicated:


	Location of Gain (Loss) Recognized on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended June 30,				Six Months Ended June 30,
(In millions)		2023		2022		2023		2022
Interest rate instruments	Vehicle interest expense, net	$	7	$	21	$	11	$	65
Foreign currency forward contracts	Selling, general and administrative expense(1)	(5)		—		(10)		(1)
Total		$	2	$	21	$	1	$	64

(1) For the three and six months ended June 30, 2022, all gains (losses) on foreign currency forward contracts were recorded in other (income) expense, net.

In the first quarter of 2023, the Company sold certain of its interest rate caps resulting in a net gain of $10 million based on the recognition of a $98 million realized gain on the unwind, of which $88 million was previously unrealized.

Note 11—Fair Value Measurements

Under U.S. GAAP, entities are allowed to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of its assets or liabilities that meet the criteria for this option. Irrespective of the fair value option previously described, U.S. GAAP requires certain financial and non-financial assets and liabilities of the Company to be measured on either a recurring basis or on a nonrecurring basis.

Fair Value Disclosures

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

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Debt Obligations

The fair value of the debt facilities is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with similar terms and average maturities (i.e., Level 2 inputs).



	June 30, 2023				December 31, 2022
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-Vehicle Debt	$	3,523	$	3,300	$	3,035	$	2,685
Vehicle Debt	13,157		12,568		10,948		10,304
Total	$	16,680	$	15,868	$	13,983	$	12,989

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company's cash equivalents, restricted cash equivalents and Public Warrants that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:


	June 30, 2023								December 31, 2022
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets:
Cash equivalents and restricted cash equivalents	$	434	$	—	$	—	$	434	$	443	$	—	$	—	$	443

Liabilities:
Public Warrants	$	835	$	—	$	—	$	835	$	617	$	—	$	—	$	617

Cash Equivalents and Restricted Cash Equivalents

The Company’s cash equivalents and restricted cash equivalents primarily consist of investments in money market funds and bank money market and interest-bearing accounts. The Company determines the fair value of cash equivalents and restricted cash equivalents using a market approach based on quoted prices in active markets (i.e., Level 1 inputs).

Public Warrants

Hertz Global's Public Warrants are classified as liabilities and recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity. See Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information. The Company calculates the fair value based on the end-of-day quoted market price, a Level 1 input of the fair value hierarchy. For the three and six months ended June 30, 2023, the fair value adjustment was a loss of $100 million and $218 million, respectively. For the three and six months ended June 30, 2022, the fair value adjustments were gains of $461 million and $511 million, ~~respectively, and~~respectively. These amounts are recorded in change in fair value of Public Warrants in the accompanying unaudited condensed consolidated ~~statements~~statement of operations for Hertz Global for the three and six months ended June 30, 2023 and 2022.

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~~Unaudited~~

Financial Instruments

The fair value of the Company's financial instruments as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are disclosed in Note 10, "Financial Instruments." The Company's financial instruments are classified as Level 2 assets and liabilities and are priced using quoted market prices for similar assets or liabilities in active markets.

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Note 12—Contingencies and Off-Balance Sheet Commitments

Legal Proceedings

Self-Insured Liabilities

The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and international vehicles, as stated in the accompanying unaudited condensed consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company's liability recorded for self-insured liabilities ~~is $470~~was $451 million and ~~$463~~$472 million, respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties. The adequacy of the liability is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

Loss Contingencies

From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business. The Company has summarized below the material legal proceedings to which the Company was a party during the three and six months ended June 30, ~~2022~~2023 or the period after June 30, ~~2022,~~2023, but before the filing of this Quarterly Report.

Make-Whole and Post-Petition Interest Claims - On July 1, 2021, Wells Fargo Bank, N.A., in its capacity as indenture trustee of (1) 6.250% Unsecured Notes due 2022 (the "2022 Notes"), (2) 5.500% Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125% Unsecured Notes due 2026 (the "2026 Notes"), and (4) 6.000% Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the ~~“Notes”~~“Unsecured Notes”), filed a complaint (the “Complaint”) against The Hertz Corporation and multiple direct and indirect subsidiaries thereof (collectively referred to in this summary as “Defendants”). The filing of the Complaint initiated the adversary proceeding captioned Wells Fargo Bank, National Association v. The Hertz Corporation, et al. ~~pending~~ in the United States Bankruptcy Court for the District of Delaware, Adv. Pro. No. 21-50995 (MFW). The Complaint seeks a declaratory judgment that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that they assert total ~~$271,684,720 plus interest at the contractual default rate~~approximately $272 million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert totals ~~$124,512,653 plus interest. On August 2,~~approximately $125 million. The Complaint also asserts the right to pre-judgment interest from July 1, 2021, to the ~~Defendants filed a motion to dismiss Wells Fargo's claims.~~date of any judgment. On December 22, 2021, the Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on the 2022 and 2024 Notes and (ii) post-petition interest at the contract rate. On November 9, 2022, the Bankruptcy Court ruled that the make-whole premium is the same as unmatured interest and is disallowed under the U.S. Bankruptcy Code, granting summary judgment in the Defendants’ favor. The Bankruptcy Court certified the matter directly to the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) and, on January 25, 2023, the Third Circuit accepted Wells Fargo’s ~~claims~~appeal. Oral argument is scheduled for a redemption premium with respect to the 2026 and 2028 Senior Notes remain. Note holders that elected to participate in the rights offering held in June 2021 (the "2021 Rights Offering") waived their right to collect on the redemption premium. Therefore, since some of the 2026 and 2028 note holders elected to participate in the 2021 Rights Offering, the total amount which may be owed with respect to the asserted redemption premium for those series of notes will be reduced. On FebruaryOctober 25, ~~2022, the Defendants answered the Complaint. The parties intend to submit cross-motions for summary judgment and have agreed to a schedule with respect to those motions.~~2023. The Defendants intend to continue to vigorously defend against these claims. The Company cannot predict the ultimate outcome or timing of this litigation.

Claims Related to Alleged False Arrests - A group of claims involving allegations that the police detained or arrested individuals in error after the Company reported rental cars as stolen were previously advanced against the Company. These claims first arose from actions allegedly taken by the Company prior to its emergence from bankruptcy reorganization; some claims allege post-emergence behavior by the Company. These claims have been the subject of press coverage and the Company has received government inquiries on the matter. The Company has policies to help ensure the proper treatment of its customers and to seek to protect itself against the theft of its

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~~vigorously defend against the claims in this matter. The Company cannot predict the outcome~~services or ~~timing of this litigation.~~

~~Claims Relating~~assets, and has taken significant steps to ~~Alleged False Arrests -~~ ~~As a large company, we are subject to various proceedings, lawsuits, disputes, inquiries,~~modernize and ~~claims arising in the ordinary course of our business. One series of claims involves claimants seeking monetary damages from~~update those policies. In December 2022, the Company entered into settlement agreements with 364 claimants in ~~the Bankruptcy Court~~full and ~~Delaware Superior Court in connection with allegations that police detained or arrested them in error after the Company reported~~final resolutions of their ~~rental cars as stolen. These~~ claims ~~arise from actions allegedly taken~~for an aggregated amount of approximately $168 million (the "Settlement"), all of which amount was paid by the Company ~~prior to emergence from its bankruptcy reorganization.~~during December 2022. The ~~overwhelming majority~~Settlement resolved nearly all of ~~these cases involve vehicles that~~ the false arrest-related claims being advanced in the U.S. Bankruptcy Court for the District of Delaware, Adv. Pro. No. 20-11247 (MFW) and state court in Delaware (captioned Flannery, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-07-100 and Okoasia, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-09-531). Also as a result of the Settlements, state court matters pending in Pennsylvania, captioned Lovelace, et al. v. Hertz Global Holdings, Inc., et al., Case No. 220801729, and in Florida, captioned Lizasoain, et al. v. Hertz Global Holdings, Inc., et al., Case No. 2022-015316-CA-1, were ~~not returned to~~dismissed with prejudice. In the small number of claims remaining, the Company within a reasonable time period following their contracted return date. These claims have been the subject of press coverage and the Company has received inquiries on the matter from certain elected officials. The Company will continuecontinues to vigorously defend itself ~~as appropriate~~ and has established policies to help ensure proper treatment of its customers as well as to prosecute those involved in the theft of services or assets of the Company. The Company has made settlement offers to certain claimants, and may continue to do so from time to time in the future. We currently believebelieves that the ~~eventual outcome~~ultimate resolution of ~~these~~such remaining claims will not have a ~~materially~~material adverse effect on the Company’s business, financial condition, results of operations or cash flows. ~~In addition,~~Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action pending in Delaware Superior Court, ~~captioned~~ Hertz Global Holdings, Inc., et al. v. ACE American Insurance Co., et al., C.A. No. N22C-05-130 MMJ (CCLD). On June 30, 2023, Hertz entered into a confidential settlement with ACE American Insurance Company. The case is ongoing against the remaining insurers.

Share Repurchase Program Litigation - On May 11, 2023, Angelo Cascia, a purported stockholder of Hertz Global, filed a putative class and derivative lawsuit in the Delaware Court of Chancery against certain current and former directors of Hertz Global, Knighthead Capital Management, LLC, Certares Opportunities LLC, and CK Amarillo LP. The claims in the complaint relate to the Company’s share repurchase programs approved in November 2021 and June 2022. Among other allegations, the plaintiff claims Board members breached their fiduciary duties in approving these share repurchase programs, and that Knighthead, Certares, and CK Amarillo were unjustly enriched because they gained a majority stake in Hertz Global as a result of share repurchases. Defendants’ motion to dismiss the complaint was filed on July 24, 2023.

The Company has established reserves for matters where the Company believes that losses are probable and can be reasonably estimated. Other than the aggregate reserve established for claims for self-insured liabilities, none of those reserves are material. For matters where the Company has not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. These matters are subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the Company's consolidated financial condition, results of operations or cash flows in any particular reporting period.

~~Other Proceedings~~Hertz Global

~~Litigation Against Former Executives~~ ~~- The Company filed litigation in~~For the U.S. District Court for the District of New Jersey against former executives Mark Frissora, Elyse Douglas and John Jefferey Zimmerman on March 25, 2019, and in state court in Florida against former executive Scott Sider on March 28, 2019. The complaints predominantly allege breach of contract and seek repayment of incentive-based compensation received by the defendants in connection with restatements included in the formerthree months ended June 30, 2023, Hertz Global ~~Holdings, Inc. ("Old Hertz Holdings") Form 10-K for the year ended December 31, 2014 and related accounting for prior periods. The Company is also seeking recovery for the costs~~recorded a tax provision of ~~an SEC investigation that~~$19 million, which resulted in an ~~administrative order on December 31, 2018 with respect~~effective tax rate of 12%.For the three months ended June 30, 2022, Hertz Global recorded a tax provision of $179 million, which resulted in an effective tax rate of 16%.

The change in tax in the three months ended June 30, 2023 compared to ~~events generally involving~~2022 is driven by lower pre-tax income and benefits from electric vehicle credits, offset by the ~~restatements included in Old Hertz Holdings Form 10-K for the year ended December 31, 2014 and other damages resulting from the necessity~~non-deductibility of the restatements. The Company is pursuing these legal proceedings in accordance with its clawback policy and contractual rights. In October 2019, the Company entered into a confidential Settlement Agreement with Elyse Douglas. In September and October 2020, the judgechange in the ~~New Jersey action entered orders requiring~~fair value of warrants.

For the ~~remaining parties and applicable insurers to attend and participate~~first half of 2023, Hertz Global recorded a tax benefit of $115 million, which resulted in ~~mediation.~~ an effective tax rate of (52%). For the first half of 2022, Hertz Global recorded a tax provision of $309 million, which resulted in an effective tax rate of 18%.

The ~~attorneys~~change in tax in the ~~Florida action voluntarily~~first half of 2023 compared to 2022 is driven by lower pre-tax income, recognition of uncertain tax benefits related to our tax restructuring of European operations and benefits from electric vehicle credits, offset by the non-deductibility of the change in the fair value of warrants.

As previously disclosed, Hertz Global filed a request for a pre-filing agreement with the Internal Revenue Service ("IRS") in December 2021 to determine whether the loss related to our tax restructuring of European operations qualified as an ordinary loss. On February 9, 2023, Hertz Global and the IRS agreed to ~~participate in~~ the ~~same mediation which was held on November 30, 2020. The mediation was unsuccessful, but settlement discussions continued~~character and on April 14, 2021, the Bankruptcy Court approved a Settlement Agreement between the Company and Scott Sider. The Florida action is now closed. On December 29, 2021, the Company entered into a settlement agreement with Jeff Zimmerman, leaving Mark Frissora as the sole remaining defendant in this litigation. Fact and expert discovery have now been completed in the New Jersey action with competing dispositive motions due by September 30, 2022. Pursuant to the agreements governing the separationamount of ~~Herc Holdings Inc. from Hertz Global~~

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~~that occurred on~~the loss. This resulted in an additional $163 million of ordinary loss recognized in the six months ended June 30, ~~2016, Herc Holdings Inc. is entitled to 15% of the net proceeds of any repayment or recovery from these cases.~~2023.

~~Indemnification Obligations~~On August 16, 2022, the Inflation Reduction Act ("IRA") of 2022 was enacted into law. It includes a 15% corporate alternative minimum tax and a 1% excise tax on corporate stock buybacks, both of which are effective after December 31, 2022. Hertz Global does not currently anticipate a material impact to its results of operations, cash flows or financial position related to these provisions. The IRA also included income tax incentives associated with electric vehicles placed in service after December 31, 2022. An estimate of these credits has been included in the tax calculation for the three and six months ended June 30, 2023.

InHertz

For the ~~ordinary course~~three months ended June 30, 2023, Hertz recorded a tax provision of ~~business,~~$18 million, which resulted in an effective tax rate of 7%. For the ~~Company has executed contracts involving indemnification obligations customary~~three months ended June 30, 2022, Hertz recorded a tax provision of $178 million, which resulted in an effective tax rate of 27%.

The change in tax in the ~~rental car industry~~three months ended June 30, 2023 compared to 2022 is driven by lower pre-tax income and ~~indemnifications specific~~benefits from electric vehicle credits.

The change in tax in the first half of 2023 compared to 2022 is driven by lower pre-tax income, recognition of uncertain tax benefits related to our tax restructuring of European operations and benefits from electric vehicle credits.

As previously disclosed, Hertz filed a ~~transaction such~~request for a pre-filing agreement with the IRS in December 2021 to determine whether the loss related to our tax restructuring of European operations qualified as an ordinary loss. On February 9, 2023, Hertz and the ~~sale of a business. These indemnification obligations might include claims relating~~IRS agreed to the ~~following: environmental matters; intellectual property rights; governmental regulations~~character and ~~employment-related matters; customer, supplier~~amount of the loss. This resulted in an additional $163 million of ordinary loss.

On August 16, 2022, the IRA of 2022 was enacted into law. It includes a 15% corporate alternative minimum tax and ~~other commercial contractual relationships and~~a 1% excise tax on corporate stock buybacks, both of which are effective after December 31, 2022. Hertz does not currently anticipate a material impact to its results of operations, cash flows or financial ~~matters. Specifically,~~position related to these provisions. The IRA also included income tax incentives associated with electric vehicles placed in service after December 31, 2022. An estimate of these credits has been included in the ~~Company has indemnified various parties~~tax calculation for the ~~costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states~~three and in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. In addition, Hertz entered into customary indemnification agreements with Hertz Holdings and certain of the Company's stockholders and their affiliates pursuant to which Hertz Holdings and Hertz will indemnify those entities and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of such entities and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. The Company has entered into customary indemnification agreements with each of its directors and certain of its officers. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third-party claim. In connection with the separation of the rental car business from the equipment rental business in 2016, the Company executed an agreement with Herc Holdings Inc. that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of or resulting from assumed legal matters. The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.six months ended June 30, 2023.

Note ~~13—Related Party Transactions~~8—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global

~~Transactions and Agreements between Hertz Holdings and Hertz~~Public Warrants

In May 2021, upon expiration of a loan originated in May 2020 between Hertz Holdings and Hertz, Hertz entered into a new master loan agreement with Hertz Holdings for a facility size of $25 million with an expiration in May 2022 (the "2021 Master Loan"). The interest rate was based on ~~the U.S. Dollar LIBOR rate plus a margin. The 2021 Master Loan expired according to its terms and accordingly, as of June 30, 2022, there is no outstanding balance under the 2021 Master Loan.~~

~~767 Auto Leasing LLC~~

In January 2018, Hertz entered into a Master Motor Vehicle Lease and Management Agreement (the “767 Lease Agreement”) pursuant to which Hertz granted 767 Auto Leasing LLC (“767”), an entity affiliated with a related party until May 2020, the option to acquire certain vehicles from Hertz. During the three and six months ended June 30, ~~2021, 767 distributed $5 million~~2023, 6,207 and ~~$15 million, respectively, to American Entertainment Properties Corp. along with~~34,104 Public Warrants were exercised, of which 4,848 and 24,292 were cashless exercises and 1,359 and 9,812 were exercised for $13.80 per share, respectively. As of June 30, 2023, a cumulative 6,320,343 Public Warrants have been exercised since their original issuance in June 2021. The Public Warrants are recorded at fair value in the ~~return~~accompanying unaudited condensed consolidated balance sheets as of ~~certain vehicles. The 767 Lease Agreement was terminated effective October~~June 30, 2023 and December 31, 2021. Prior to the termination of the 767 Lease Agreement, the Company determined that it was the primary beneficiary of 767 due to its power to direct the activities of 767 that most significantly impacted 767's economic performance and the Company's obligation to absorb 25% of 767's gains/losses and, accordingly, 767 was consolidated by the Company as a VIE.2022. See Note 11, "Fair Value Measurements."

~~Note 14—Segment Information~~Share Repurchase Programs for Common Stock

~~The Company’s chief operating decision maker ("CODM"~~In November 2021, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a share repurchase program (the "2021 Share Repurchase Program") ~~assesses performance and allocates resources based upon~~that authorized the ~~financial information for~~repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock. During the ~~Company’s reportable segments. The Company has identified 2 reportable~~second quarter of 2022,

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~~segments, which are consistent with its operating segments and organized based on~~ the ~~products and services provided and~~Company completed the ~~geographic areas in which business is conducted, as follows:~~

•~~Americas RAC – rental~~2021 Share Repurchase Program. A total of ~~vehicles (cars, crossovers, vans and light trucks), as well as sales~~97,783,047 shares of ~~value-added services, in~~Hertz Global common stock were repurchased since the ~~U.S., Canada, Latin America and the Caribbean; and~~

•~~International RAC – rental and leasing of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services internationally and consists primarily~~inception of the ~~Company's Europe and other international locations.~~2021 Share Repurchase Program for an aggregate purchase price of $2.0 billion.

In June 2022, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a new share repurchase program (the "2022 Share Repurchase Program") that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. During the ~~second quarter~~three and six months ended June 30, 2023, a total of ~~2021, as~~6,266,607 and 12,002,255 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $15.96 and $16.67 for an aggregate purchase price of $100 million and $200 million, excluding applicable excise tax, respectively. As of June 30, 2023, a ~~result~~total of 59,305,264 shares of Hertz Global's common stock have been repurchased since the inception of the ~~Donlen Sale, as disclosed in Note 3, "Divestitures," the All Other Operations reportable segment, which consisted primarily~~2022 Share Repurchase Program for an aggregate purchase price of ~~the Company's former Donlen business, was no longer deemed a reportable segment.~~$1.0 billion, excluding applicable excise tax.

~~In addition to its reportable segments~~Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2023 and other operating activities, the Company has corporate operations ("Corporate") which includes general corporate assets and expenses and certain interest expense (including net interest on non-vehicle debt). Corporate includes other items necessary to reconcile the reportable segments to the Company's total amounts.December 31, 2022.

~~The following tables provide significant statement~~Between July 1, 2023 and July 20, 2023, a total of ~~operations and balance sheet information by reportable segment for each~~553,310 shares of Hertz Global's common stock were repurchased at an average share price of $18.68 for an aggregate purchase price of $10 million, excluding applicable excise tax.

Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

Any repurchases will be made at the discretion of Hertz Global's management through a variety of methods, such as ~~well as Adjusted EBITDA, the measure used~~open-market transactions (including pre-set trading plans pursuant to ~~determine segment profitability.~~

Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2022 2021 2022 2021
Revenues
Americas RAC $ 1,973 $ 1,643 $ 3,531 $ 2,610
International RAC 371 230 623 415
Total reportable segments 2,344 1,873 4,154 3,025
All other operations(1)
— — — 136
Total Hertz Global and Hertz $ 2,344 $ 1,873 $ 4,154 $ 3,161
Depreciation of revenue earning vehicles and lease charges, net
Americas RAC $ 61 $ 80 $ (32) $ 290
International RAC 45 36 79 69
Total Hertz Global and Hertz $ 106 $ 116 $ 47 $ 359
Adjusted EBITDA
Americas RAC $ 770 $ 664 $ 1,411 $ 690
International RAC 92 (1) 119 (9)
Total reportable segments 862 663 1,530 681
All other operations(1)
— — — 13
Corporate (98) (24) (152) (52)
Total Hertz Global and Hertz $ 764 $ 639 $ 1,378 $ 642

~~(1) Substantially comprised~~Rule 10b5-1 of the ~~Company's Donlen business, which was sold on March 30, 2021~~Exchange Act), privately negotiated transactions, accelerated share repurchases, and other transactions in accordance with applicable securities laws. The share repurchase authorization has no initial time limit, does not obligate Hertz Global to acquire any particular amount of common stock, and can be discontinued at any time. There can be no assurance as ~~disclosed~~to the timing or number of shares of any repurchases.

Computation of Earnings (Loss) Per Common Share

Basic earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding. Diluted earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, including Public Warrants, except when the effect would be anti-dilutive. Additionally, the Company removes the change in ~~Note 3, "Divestitures."~~fair value of Public Warrants when computing diluted earnings (loss) per common share, when the impact of Public Warrants is dilutive.

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Unaudited

As of
(In millions) June 30, 2022 December 31, 2021
Revenue earning vehicles, net
Americas RAC $ 10,728 $ 7,897
International RAC 1,602 1,329
Total Hertz Global and Hertz $ 12,330 $ 9,226
Total assets
Americas RAC $ 17,197 $ 14,352
International RAC 3,245 2,978
Total reportable segments 20,442 17,330
Corporate 1,624 2,453
Total Hertz Global(1)
22,066 19,783
Corporate - Hertz (1) (3)
Total Hertz(1)
$ 22,065 $ 19,780
The following table sets forth the computation of basic and diluted earnings (loss) per common share:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)(1)	2023		2022		2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	139	$	940	$	335	$	1,366
Change in fair value of Public Warrants	—		(461)		—		(511)

Net income (loss) available to Hertz Global common stockholders, diluted	$	139	$	479	$	335	$	856
Denominator:


Basic weighted-average common shares outstanding	314		398		318		415
Dilutive effect of stock options, RSUs and PSUs	1		1		1		1
Dilutive effect of Public Warrants	—		25		—		27
Diluted weighted-average shares outstanding	315		424		319		443
Antidilutive Public Warrants	13		—		15		—
Antidilutive stock options, RSUs and PSUs	6		7		6		6
Total antidilutive	19		7		21		6
Earnings (loss) per common share:
Basic	$	0.44	$	2.36	$	1.06	$	3.29
Diluted	$	0.44	$	1.13	$	1.05	$	1.93

(1) The ~~consolidated total assets of~~table above is denoted in millions, excluding earnings (loss) per common share. Amounts are calculated from the underlying numbers in thousands, and as a result, may not agree to the amounts shown in the table when calculated in millions.

Note 9—Stock-Based Compensation

A summary of the total compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Compensation expense	$	22	$	36	$	43	$	63
Income tax benefit	(3)		(3)		(8)		(4)
Compensation expense, net	$	19	$	33	$	35	$	59

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Unaudited

Stock Options and Stock Appreciation Rights

A summary of stock option activity for the first half of 2023 is presented below:


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,144,983	$	26.17	8.2	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited or Expired	(468,259)	26.17		—	—
Outstanding as of June 30, 2023	2,676,724	26.17		7.8	—
Exercisable as of June 30, 2023	(1,214,920)	26.17		7.1	—
Non-vested as of June 30, 2023	1,461,804

Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")

A summary of the PSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	9,292,749	$	17.62	$	143
Granted(1)	524,861	17.31		—
Vested	—	—		—
Forfeited or Expired	(83,356)	18.52		—
Outstanding as of June 30, 2023	9,734,254	17.59		179

(1) Presented assuming the issuance at the original target award amount (100%).

As of June 30, 2023, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.

Restricted Stock and Restricted Stock Units ("RSUs")

A summary of RSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,412,763	$	20.82	$	53
Granted	2,188,528	17.37		—
Vested	(257,969)	20.72		—
Forfeited or Expired	(287,054)	20.74		—
Outstanding as of June 30, 2023	5,056,268	19.34		93

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Unaudited

Additional information pertaining to RSU activity is as follows:


	Six Months Ended June 30,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	15
Weighted-average grant-date fair value of awards granted	$	17.37	$	20.60

RSU grants issued in 2023 vest ratably over a period of three to four years.

Deferred Stock Units

As of June 30, 2023, there were approximately 84,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 10—Financial Instruments

None of the Company's financial instruments have been designated as hedging instruments as of June 30, ~~2022~~2023 and December 31, ~~2021 include total assets of VIEs of $838 million and $734 million, respectively, which can only be used~~2022. The Company classifies cash flows from the financial instruments according to ~~settle obligations~~the classification of the ~~VIEs. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.~~cash flows of the economic hedged item(s).

~~Reconciliations of Adjusted EBITDA by reportable segment to consolidated amounts are summarized below:~~Interest Rate Risk

The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating and fixed-rate debt.

Currency Exchange Rate Risk

The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.

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Unaudited

Fair Value

The following table summarizes the estimated fair value of financial instruments:


	Fair Value of Financial Instruments
	Asset Derivatives(1)				Liability Derivatives(1)
(In millions)	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Interest rate instruments(2)	$	30	$	140	$	—	$	—
Foreign currency forward contracts	2		1		7		2
Total	$	32	$	141	$	7	$	2

(2) The activity in 2023 is primarily due to net cash received on monthly settlements, including the sale of interest rate caps disclosed below.

The following table summarizes the gains or (losses) on financial instruments for the period indicated:


	Location of Gain (Loss) Recognized on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended June 30,				Six Months Ended June 30,
(In millions)		2023		2022		2023		2022
Interest rate instruments	Vehicle interest expense, net	$	7	$	21	$	11	$	65
Foreign currency forward contracts	Selling, general and administrative expense(1)	(5)		—		(10)		(1)
Total		$	2	$	21	$	1	$	64

(1) For the three and six months ended June 30, 2022, all gains (losses) on foreign currency forward contracts were recorded in other (income) expense, net.

Note 11—Fair Value Measurements

Fair Value Disclosures

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Unaudited

Debt Obligations



	June 30, 2023				December 31, 2022
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-Vehicle Debt	$	3,523	$	3,300	$	3,035	$	2,685
Vehicle Debt	13,157		12,568		10,948		10,304
Total	$	16,680	$	15,868	$	13,983	$	12,989

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	June 30, 2023								December 31, 2022
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets:
Cash equivalents and restricted cash equivalents	$	434	$	—	$	—	$	434	$	443	$	—	$	—	$	443

Liabilities:
Public Warrants	$	835	$	—	$	—	$	835	$	617	$	—	$	—	$	617

Cash Equivalents and Restricted Cash Equivalents

Public Warrants

Hertz Global's Public Warrants are classified as liabilities and recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity. See Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information. The Company calculates the fair value based on the end-of-day quoted market price, a Level 1 input of the fair value hierarchy. For the three and six months ended June 30, 2023, the fair value adjustment was a loss of $100 million and $218 million, respectively. For the three and six months ended June 30, 2022, the fair value adjustments were gains of $461 million and $511 million, respectively. These amounts are recorded in change in fair value of Public Warrants in the accompanying unaudited condensed consolidated statement of operations for Hertz Global for the three and six months ended June 30, 2023 and 2022.

Financial Instruments

The fair value of the Company's financial instruments as of June 30, 2023 and December 31, 2022 are disclosed in Note 10, "Financial Instruments." The Company's financial instruments are classified as Level 2 assets and liabilities and are priced using quoted market prices for similar assets or liabilities in active markets.

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Unaudited

Note 12—Contingencies and Off-Balance Sheet Commitments

Legal Proceedings

Self-Insured Liabilities

The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and international vehicles, as stated in the accompanying unaudited condensed consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. As of June 30, 2023 and December 31, 2022, the Company's liability recorded for self-insured liabilities was $451 million and $472 million, respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties. The adequacy of the liability is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

Loss Contingencies

From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business. The Company has summarized below the material legal proceedings to which the Company was a party during the three and six months ended June 30, 2023 or the period after June 30, 2023, but before the filing of this Quarterly Report.

Make-Whole and Post-Petition Interest Claims - On July 1, 2021, Wells Fargo Bank, N.A., in its capacity as indenture trustee of (1) 6.250% Unsecured Notes due 2022 (the "2022 Notes"), (2) 5.500% Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125% Unsecured Notes due 2026 (the "2026 Notes"), and (4) 6.000% Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the “Unsecured Notes”), filed a complaint (the “Complaint”) against The Hertz Corporation and multiple direct and indirect subsidiaries thereof (collectively referred to in this summary as “Defendants”). The filing of the Complaint initiated the adversary proceeding captioned Wells Fargo Bank, National Association v. The Hertz Corporation, et al. in the United States Bankruptcy Court for the District of Delaware, Adv. Pro. No. 21-50995 (MFW). The Complaint seeks a declaratory judgment that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that they assert total approximately $272 million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert totals approximately $125 million. The Complaint also asserts the right to pre-judgment interest from July 1, 2021, to the date of any judgment. On December 22, 2021, the Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on the 2022 and 2024 Notes and (ii) post-petition interest at the contract rate. On November 9, 2022, the Bankruptcy Court ruled that the make-whole premium is the same as unmatured interest and is disallowed under the U.S. Bankruptcy Code, granting summary judgment in the Defendants’ favor. The Bankruptcy Court certified the matter directly to the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) and, on January 25, 2023, the Third Circuit accepted Wells Fargo’s appeal. Oral argument is scheduled for October 25, 2023. The Defendants intend to continue to vigorously defend against these claims. The Company cannot predict the ultimate outcome or timing of this litigation.

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Unaudited

services or assets, and has taken significant steps to modernize and update those policies. In December 2022, the Company entered into settlement agreements with 364 claimants in full and final resolutions of their claims for an aggregated amount of approximately $168 million (the "Settlement"), all of which amount was paid by the Company during December 2022. The Settlement resolved nearly all of the false arrest-related claims being advanced in the U.S. Bankruptcy Court for the District of Delaware, Adv. Pro. No. 20-11247 (MFW) and state court in Delaware (captioned Flannery, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-07-100 and Okoasia, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-09-531). Also as a result of the Settlements, state court matters pending in Pennsylvania, captioned Lovelace, et al. v. Hertz Global Holdings, Inc., et al., Case No. 220801729, and in Florida, captioned Lizasoain, et al. v. Hertz Global Holdings, Inc., et al., Case No. 2022-015316-CA-1, were dismissed with prejudice. In the small number of claims remaining, the Company continues to vigorously defend itself and believes that the ultimate resolution of such remaining claims will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action pending in Delaware Superior Court, Hertz Global Holdings, Inc., et al. v. ACE American Insurance Co., et al., C.A. No. N22C-05-130 MMJ (CCLD). On June 30, 2023, Hertz entered into a confidential settlement with ACE American Insurance Company. The case is ongoing against the remaining insurers.

~~Hertz Global~~

Three Months Ended
June 30, Six Months Ended
June 30,
(In millions) 2022 2021 2022 2021
Adjusted EBITDA:
Americas RAC $ 770 $ 664 $ 1,411 $ 690
International RAC 92 (1) 119 (9)
Total reportable segments 862 663 1,530 681
All other operations(1)
— — — 13
Corporate(2)
(98) (24) (152) (52)
Total Hertz Global 764 639 1,378 642
Adjustments:
Non-vehicle depreciation and amortization (36) (50) (69) (104)
Non-vehicle debt interest, net(3)
(41) (91) (80) (135)
Vehicle debt-related charges(4)
(9) (26) (16) (54)
Restructuring and restructuring related charges(5)
(15) (37) (21) (50)
Reorganization items, net(6)
— (633) — (677)
Pre-reorganization charges and non-debtor financing charges(7)
— (17) — (40)
Gain from the Donlen Sale(8)
— 8 — 400
Change in fair value of Public Warrants(9)
461 — 511 —
Unrealized gains (losses) on financial instruments(10)
21 — 65 —
Other items(11)
(26) (8) (93) 70
Income (loss) before income taxes $ 1,119 $ (215) $ 1,675 $ 52

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~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~Unaudited~~

~~Hertz~~

Three Months Ended
June 30, Six Months Ended
June 30,
(In millions) 2022 2021 2022 2021
Adjusted EBITDA:
Americas RAC $ 770 $ 664 $ 1,411 $ 690
International RAC 92 (1) 119 (9)
Total reportable segments 862 663 1,530 681
All other operations(1)
— — — 13
Corporate(2)
(98) (24) (152) (52)
Total Hertz 764 639 1,378 642
Adjustments:
Non-vehicle depreciation and amortization (36) (50) (69) (104)
Non-vehicle debt interest, net(3)
(41) (91) (80) (135)
Vehicle debt-related charges(4)
(9) (26) (16) (54)
Restructuring and restructuring related charges(5)
(15) (37) (21) (50)
Reorganization items, net(6)
— (469) — (513)
Pre-reorganization charges and non-debtor financing charges(7)
— (17) — (40)
Gain from the Donlen Sale(8)
— 8 — 400
Unrealized gains (losses) on financial instruments(10)
21 — 65 —
Other items(11)
(26) (8) (93) 70
Income (loss) before income taxes $ 658 $ (51) $ 1,164 $ 216

~~(1)Substantially comprised of the Company's Donlen business, which was sold on March 30, 2021 as disclosed in Note 3, "Divestitures."~~

~~(2)Represents other reconciling items primarily consisting of general corporate expenses, non-vehicle interest expense, as well as other business activities.~~

~~(3)In 2021, includes $8 million of loss on extinguishment of debt associated with the payoff and termination of the HIL Credit Agreement resulting from the implementation of the Plan of Reorganization.~~

~~(4)Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.~~

~~(5)~~Represents charges incurred under restructuring actions as defined in U.S. GAAP. Also includes restructuring related charges such as incremental costs incurred directly supporting business transformation initiatives.

~~(6)Represents charges incurred associated with the filing of and the emergence from the Chapter 11 Cases, as disclosed in Note 15, "Reorganization Items, Net."~~

~~(7)~~Represents charges incurred prior to the filing of the Chapter 11 Cases which are comprised of preparation charges for the reorganization, such as professional fees. Also, includes certain non-debtor financing and professional fee charges.

~~(8)Represents the net gain from the sale of the Company's Donlen business on March 30, 2021, as disclosed in Note 3, "Divestitures."~~

~~(9)Represents the change in fair value during the reporting period for the Company's outstanding Public Warrants.~~

~~(10)Represents unrealized gains (losses) on derivative financial instruments. See Note 10, "Financial Instruments."~~

~~(11)~~Represents miscellaneous items. For the three and six months ended June 30, 2022, primarily includes bankruptcy claims, certain professional fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges. For the three and six months ended June 30, 2021, includes $100 million associated with the suspension of depreciation during the first quarter for the Donlen business while classified as held for sale, partially offset by letter of credit fees recorded in the first half of the year and charges for a multiemployer pension plan withdrawal liability recorded in the first quarter.

~~Note 15—Reorganization Items, Net~~

The Debtors incurred incremental costs as a result of the Chapter 11 Cases and settlement of liabilities under the Plan of Reorganization which were recorded as reorganization items, net in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021.

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~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~Unaudited~~

~~The following tables summarize reorganization items, net:~~

Hertz Global

(In millions) Three Months Ended
June 30, 2021 Six Months Ended
June 30, 2021
Professional fees and other bankruptcy related costs $ 199 $ 257
Loss on extinguishment of debt(1)
191 191
Backstop fee 164 164
Breakup fee(2)
77 77
Contract settlements 25 25
Cancellation of share-based compensation grants(3)
(10) (10)
Net gain on settlement of liabilities subject to compromise (11) (22)
Other, net (2) (5)
Reorganization items, net $ 633 $ 677
For the three months ended June 30, 2023, Hertz Global recorded a tax provision of $19 million, which resulted in an effective tax rate of 12%.For the three months ended June 30, 2022, Hertz Global recorded a tax provision of $179 million, which resulted in an effective tax rate of 16%.

The change in tax in the three months ended June 30, 2023 compared to 2022 is driven by lower pre-tax income and benefits from electric vehicle credits, offset by the non-deductibility of the change in the fair value of warrants.

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Unaudited

the loss. This resulted in an additional $163 million of ordinary loss recognized in the six months ended June 30, 2023.

On August 16, 2022, the Inflation Reduction Act ("IRA") of 2022 was enacted into law. It includes a 15% corporate alternative minimum tax and a 1% excise tax on corporate stock buybacks, both of which are effective after December 31, 2022. Hertz Global does not currently anticipate a material impact to its results of operations, cash flows or financial position related to these provisions. The IRA also included income tax incentives associated with electric vehicles placed in service after December 31, 2022. An estimate of these credits has been included in the tax calculation for the three and six months ended June 30, 2023.

Hertz

(In millions) Three Months Ended
June 30, 2021 Six Months Ended
June 30, 2021
Professional fees and other bankruptcy related costs $ 199 $ 257
Loss on extinguishment of debt(1)
191 191
Breakup fee(2)
77 77
Contract settlements 25 25
Cancellation of share-based compensation grants(3)
(10) (10)
Net gain on settlement of liabilities subject to compromise (11) (22)
Other, net (2) (5)
Reorganization items, net $ 469 $ 513
For the three months ended June 30, 2023, Hertz recorded a tax provision of $18 million, which resulted in an effective tax rate of 7%. For the three months ended June 30, 2022, Hertz recorded a tax provision of $178 million, which resulted in an effective tax rate of 27%.

~~(1) Includes~~The change in tax in the three months ended June 30, 2023 compared to 2022 is driven by lower pre-tax income and benefits from electric vehicle credits.

As previously disclosed, Hertz filed a request for a pre-filing agreement with the IRS in December 2021 to determine whether the loss ~~on extinguishment~~related to our tax restructuring of ~~debt resulting from~~European operations qualified as an ordinary loss. On February 9, 2023, Hertz and the ~~implementation~~IRS agreed to the character and amount of the ~~Plan~~loss. This resulted in an additional $163 million of ~~Reorganization. Primarily composed~~ordinary loss.

On August 16, 2022, the IRA of ~~write offs~~2022 was enacted into law. It includes a 15% corporate alternative minimum tax and a 1% excise tax on corporate stock buybacks, both of ~~unamortized deferred loan origination costs and early termination fees~~which are effective after December 31, 2022. Hertz does not currently anticipate a material impact to its results of operations, cash flows or financial position related to these provisions. The IRA also included income tax incentives associated with ~~terminated debt agreements.~~

~~(2) Breakup fee paid to prior plan sponsors and certain~~electric vehicles placed in service after December 31, 2022. An estimate of their respective affiliates and certain holders of the senior notes upon emergence from Chapter 11 in accordance with an equity purchase and commitment agreement entered into on April 3, 2021, which was subsequently terminated.

~~(3) On June 30, 2021,~~ in accordance with the Plan of Reorganization, all outstanding equity awards under the then-existing incentive plan (the "Omnibus Plan") were cancelled without any distribution and the Omnibus Plan was deemed to be cancelled. As a result of the equity awards cancellations, the Company recognized $10 million related to the unrecognized portion of share-based compensation in reorganization expensethese credits has been included in the ~~accompanying unaudited condensed consolidated statements of operations~~tax calculation for the three and six months ended June 30, ~~2021.~~2023.

Note 8—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global

Public Warrants

During the three and six months ended June 30, 2023, 6,207 and 34,104 Public Warrants were exercised, of which 4,848 and 24,292 were cashless exercises and 1,359 and 9,812 were exercised for $13.80 per share, respectively. As of ~~December 31, 2021, $25 million was~~June 30, 2023, a cumulative 6,320,343 Public Warrants have been exercised since their original issuance in June 2021. The Public Warrants are recorded ~~in accounts payable~~at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. See Note 11, "Fair Value Measurements."

Share Repurchase Programs for Common Stock

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In June 2022, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, a new share repurchase program (the "2022 Share Repurchase Program") that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. During the three and six months ended June 30, 2023, a total of 6,266,607 and 12,002,255 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $15.96 and $16.67 for an aggregate purchase price of $100 million and $200 million, excluding applicable excise tax, respectively. As of June 30, 2023, a total of 59,305,264 shares of Hertz Global's common stock have been repurchased since the inception of the 2022 Share Repurchase Program for an aggregate purchase price of $1.0 billion, excluding applicable excise tax.

Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022.

Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

Computation of Earnings (Loss) Per Common Share

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The following table sets forth the computation of basic and diluted earnings (loss) per common share:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)(1)	2023		2022		2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	139	$	940	$	335	$	1,366
Change in fair value of Public Warrants	—		(461)		—		(511)

Net income (loss) available to Hertz Global common stockholders, diluted	$	139	$	479	$	335	$	856
Denominator:


Basic weighted-average common shares outstanding	314		398		318		415
Dilutive effect of stock options, RSUs and PSUs	1		1		1		1
Dilutive effect of Public Warrants	—		25		—		27
Diluted weighted-average shares outstanding	315		424		319		443
Antidilutive Public Warrants	13		—		15		—
Antidilutive stock options, RSUs and PSUs	6		7		6		6
Total antidilutive	19		7		21		6
Earnings (loss) per common share:
Basic	$	0.44	$	2.36	$	1.06	$	3.29
Diluted	$	0.44	$	1.13	$	1.05	$	1.93

Note 9—Stock-Based Compensation

A summary of the total compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Compensation expense	$	22	$	36	$	43	$	63
Income tax benefit	(3)		(3)		(8)		(4)
Compensation expense, net	$	19	$	33	$	35	$	59

As of June 30, 2023, there was ~~paid through~~$206 million of total unrecognized compensation cost expected to be recognized over the ~~claim settlement process during~~remaining 2.2 years, on a weighted average basis, of the requisite service period that began on the grant dates.

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Stock Options and Stock Appreciation Rights

A summary of stock option activity for the first half of ~~2022. Cash payments during~~2023 is presented below:


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,144,983	$	26.17	8.2	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited or Expired	(468,259)	26.17		—	—
Outstanding as of June 30, 2023	2,676,724	26.17		7.8	—
Exercisable as of June 30, 2023	(1,214,920)	26.17		7.1	—
Non-vested as of June 30, 2023	1,461,804

Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")

A summary of the PSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	9,292,749	$	17.62	$	143
Granted(1)	524,861	17.31		—
Vested	—	—		—
Forfeited or Expired	(83,356)	18.52		—
Outstanding as of June 30, 2023	9,734,254	17.59		179

(1) Presented assuming the issuance at the original target award amount (100%).

As of June 30, 2023, there were no issued or outstanding grants of PSAs or PUs under the 2021 ~~were $480 million.~~Omnibus Plan.

Restricted Stock and Restricted Stock Units ("RSUs")

A summary of RSU activity for the first half of 2023 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	3,412,763	$	20.82	$	53
Granted	2,188,528	17.37		—
Vested	(257,969)	20.72		—
Forfeited or Expired	(287,054)	20.74		—
Outstanding as of June 30, 2023	5,056,268	19.34		93

3524

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Additional information pertaining to RSU activity is as follows:


	Six Months Ended June 30,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	15
Weighted-average grant-date fair value of awards granted	$	17.37	$	20.60

RSU grants issued in 2023 vest ratably over a period of three to four years.

Deferred Stock Units

As of June 30, 2023, there were approximately 84,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 10—Financial Instruments

Interest Rate Risk

The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating and fixed-rate debt.

Currency Exchange Rate Risk

The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.

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Fair Value

The following table summarizes the estimated fair value of financial instruments:


	Fair Value of Financial Instruments
	Asset Derivatives(1)				Liability Derivatives(1)
(In millions)	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Interest rate instruments(2)	$	30	$	140	$	—	$	—
Foreign currency forward contracts	2		1		7		2
Total	$	32	$	141	$	7	$	2

(2) The activity in 2023 is primarily due to net cash received on monthly settlements, including the sale of interest rate caps disclosed below.

The following table summarizes the gains or (losses) on financial instruments for the period indicated:


	Location of Gain (Loss) Recognized on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended June 30,				Six Months Ended June 30,
(In millions)		2023		2022		2023		2022
Interest rate instruments	Vehicle interest expense, net	$	7	$	21	$	11	$	65
Foreign currency forward contracts	Selling, general and administrative expense(1)	(5)		—		(10)		(1)
Total		$	2	$	21	$	1	$	64

(1) For the three and six months ended June 30, 2022, all gains (losses) on foreign currency forward contracts were recorded in other (income) expense, net.

Note 11—Fair Value Measurements

Fair Value Disclosures

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Debt Obligations



	June 30, 2023				December 31, 2022
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-Vehicle Debt	$	3,523	$	3,300	$	3,035	$	2,685
Vehicle Debt	13,157		12,568		10,948		10,304
Total	$	16,680	$	15,868	$	13,983	$	12,989

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	June 30, 2023								December 31, 2022
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets:
Cash equivalents and restricted cash equivalents	$	434	$	—	$	—	$	434	$	443	$	—	$	—	$	443

Liabilities:
Public Warrants	$	835	$	—	$	—	$	835	$	617	$	—	$	—	$	617

Cash Equivalents and Restricted Cash Equivalents

Public Warrants

Financial Instruments

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Note 12—Contingencies and Off-Balance Sheet Commitments

Legal Proceedings

Self-Insured Liabilities

The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and international vehicles, as stated in the accompanying unaudited condensed consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. As of June 30, 2023 and December 31, 2022, the Company's liability recorded for self-insured liabilities was $451 million and $472 million, respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties. The adequacy of the liability is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

Loss Contingencies

From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business. The Company has summarized below the material legal proceedings to which the Company was a party during the three and six months ended June 30, 2023 or the period after June 30, 2023, but before the filing of this Quarterly Report.

Make-Whole and Post-Petition Interest Claims - On July 1, 2021, Wells Fargo Bank, N.A., in its capacity as indenture trustee of (1) 6.250% Unsecured Notes due 2022 (the "2022 Notes"), (2) 5.500% Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125% Unsecured Notes due 2026 (the "2026 Notes"), and (4) 6.000% Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the “Unsecured Notes”), filed a complaint (the “Complaint”) against The Hertz Corporation and multiple direct and indirect subsidiaries thereof (collectively referred to in this summary as “Defendants”). The filing of the Complaint initiated the adversary proceeding captioned Wells Fargo Bank, National Association v. The Hertz Corporation, et al. in the United States Bankruptcy Court for the District of Delaware, Adv. Pro. No. 21-50995 (MFW). The Complaint seeks a declaratory judgment that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that they assert total approximately $272 million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert totals approximately $125 million. The Complaint also asserts the right to pre-judgment interest from July 1, 2021, to the date of any judgment. On December 22, 2021, the Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on the 2022 and 2024 Notes and (ii) post-petition interest at the contract rate. On November 9, 2022, the Bankruptcy Court ruled that the make-whole premium is the same as unmatured interest and is disallowed under the U.S. Bankruptcy Code, granting summary judgment in the Defendants’ favor. The Bankruptcy Court certified the matter directly to the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) and, on January 25, 2023, the Third Circuit accepted Wells Fargo’s appeal. Oral argument is scheduled for October 25, 2023. The Defendants intend to continue to vigorously defend against these claims. The Company cannot predict the ultimate outcome or timing of this litigation.

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Other Proceedings

Litigation Against Former Executives - The Company filed litigation in the U.S. District Court for the District of New Jersey against former executives Mark Frissora, Elyse Douglas and John Jefferey Zimmerman on March 25, 2019, and in state court in Florida against former executive Scott Sider on March 28, 2019. The complaints predominantly alleged breach of contract and sought repayment of incentive-based compensation received by the defendants in connection with restatements included in the former Hertz Global Holdings, Inc. ("Old Hertz Holdings") Form 10-K for the year ended December 31, 2014 and related accounting for prior periods. The complaints also sought recovery for the costs of an SEC investigation that resulted in an administrative order on December 31, 2018 with respect to events generally involving the restatements included in Old Hertz Holdings Form 10-K for the year ended December 31, 2014, and other damages resulting from the necessity of the restatements. In October 2019, the Company entered into a confidential settlement agreement with Elyse Douglas, and, on April 14, 2021, the Bankruptcy Court approved a Settlement Agreement between the Company and Scott Sider, closing the Florida action. Additionally, on December 29, 2021, the Company entered into a confidential settlement agreement with Jeff Zimmerman, leaving Mark Frissora as the sole remaining defendant in the New Jersey action. Competing dispositive motions were fully briefed as of October 26, 2022 and on June 26, 2023, the U.S. District Court for the District of New Jersey issued an opinion granting Frissora's motion for summary judgment, and dismissing Hertz's

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complaint. Hertz is considering its next steps in relation to this matter. Pursuant to the agreements governing the separation of Herc Holdings Inc. from Hertz Global that occurred on June 30, 2016, Herc Holdings Inc. is entitled to 15% of the net proceeds of any repayment or recovery from these cases.

Indemnification Obligations

In the ordinary course of business, the Company has executed contracts involving indemnification obligations customary in the relevant industry and indemnifications specific to a transaction such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial contractual relationships and financial matters. Specifically, the Company has indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. In addition, Hertz entered into customary indemnification agreements with Hertz Holdings and certain of the Company's stockholders and their affiliates pursuant to which Hertz Holdings and Hertz will indemnify those entities and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of such entities and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. The Company has entered into customary indemnification agreements with each of its directors and certain of its officers. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third-party claim. In connection with the separation of the car rental business in 2016, the Company executed an agreement with Herc Holdings Inc. that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of or resulting from assumed legal matters. The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.

Note 13—Segment Information

The Company’s chief operating decision maker ("CODM") assesses performance and allocates resources based upon the financial information for the Company’s reportable segments. The Company has identified two reportable segments, which are consistent with its operating segments and organized based on the products and services provided and the geographic areas in which business is conducted, as follows:

•Americas RAC – rental of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and

•International RAC – rental and leasing of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the Caribbean.

In addition to its reportable segments and other operating activities, the Company has corporate operations ("Corporate") which includes general corporate assets and expenses and certain interest expense (including net interest on non-vehicle debt). Corporate includes other items necessary to reconcile the reportable segments to the Company's total amounts.

The following tables provide significant statement of operations and balance sheet information by reportable segment for each of Hertz Global and Hertz, as well as Adjusted EBITDA, the measure used to determine segment profitability.


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Revenues
Americas RAC	$	2,015	$	1,973	$	3,745	$	3,531

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	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
International RAC	422		371		739		623


Total Hertz Global and Hertz	$	2,437	$	2,344	$	4,484	$	4,154

Depreciation of revenue earning vehicles and lease charges, net
Americas RAC	$	272	$	61	$	621	$	(32)
International RAC	57		45		89		79


Total Hertz Global and Hertz	$	329	$	106	$	710	$	47

Adjusted EBITDA
Americas RAC	$	331	$	770	$	592	$	1,411
International RAC	96		92		149		119
Total reportable segments	427		862		741		1,530

Corporate	(80)		(98)		(157)		(152)
Total Hertz Global and Hertz	$	347	$	764	$	584	$	1,378


	As of
(In millions)	June 30, 2023		December 31, 2022
Revenue earning vehicles, net
Americas RAC	$	13,426	$	10,813
International RAC	2,419		1,682
Total Hertz Global and Hertz	$	15,845	$	12,495
Total assets
Americas RAC	$	20,452	$	17,645
International RAC	4,386		3,638
Total reportable segments	24,838		21,283

Corporate	1,257		1,214
Total Hertz Global(1)	26,095		22,497
Corporate - Hertz	(1)		(1)
Total Hertz(1)	$	26,094	$	22,496

(1) The consolidated total assets of Hertz Global and Hertz as of June 30, 2023 and December 31, 2022 include total assets of VIEs of $1.9 billion and $1.3 billion, respectively, which can only be used to settle obligations of the VIEs. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.

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Reconciliations of Adjusted EBITDA by reportable segment to consolidated amounts are summarized below:

Hertz Global



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Adjusted EBITDA:
Americas RAC	$	331	$	770	$	592	$	1,411
International RAC	96		92		149		119
Total reportable segments	427		862		741		1,530

Corporate(1)	(80)		(98)		(157)		(152)
Total Hertz Global	347		764		584		1,378
Adjustments:
Non-vehicle depreciation and amortization	(32)		(36)		(67)		(69)
Non-vehicle debt interest, net	(56)		(41)		(107)		(80)
Vehicle debt-related charges(2)	(10)		(9)		(20)		(16)

Restructuring and restructuring related charges(3)	(5)		(15)		(8)		(21)





Change in fair value of Public Warrants(4)	(100)		461		(218)		511
Unrealized gains (losses) on financial instruments(5)	2		21		(106)		65
Gain on sale of non-vehicle capital assets(6)	—		—		162		—
Other items(7)	12		(26)		—		(93)
Income (loss) before income taxes	$	158	$	1,119	$	220	$	1,675

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Hertz



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Adjusted EBITDA:
Americas RAC	$	331	$	770	$	592	$	1,411
International RAC	96		92		149		119
Total reportable segments	427		862		741		1,530

Corporate(1)	(80)		(98)		(157)		(152)
Total Hertz	347		764		584		1,378
Adjustments:
Non-vehicle depreciation and amortization	(32)		(36)		(67)		(69)
Non-vehicle debt interest, net	(56)		(41)		(107)		(80)
Vehicle debt-related charges(2)	(10)		(9)		(20)		(16)

Restructuring and restructuring related charges(3)	(5)		(15)		(8)		(21)






Unrealized gains (losses) on financial instruments(5)	2		21		(106)		65
Gain on sale of non-vehicle capital assets(6)	—		—		162		—
Other items(7)	12		(26)		—		(93)
Income (loss) before income taxes	$	258	$	658	$	438	$	1,164

(1)Represents other reconciling items primarily consisting of general corporate expenses, non-vehicle interest expense, as well as other business activities.

(2)Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.

(3)Represents charges incurred under restructuring actions as defined in U.S. GAAP. Also includes restructuring related charges such as incremental costs incurred directly supporting business transformation initiatives.

(4)Represents the change in fair value during the reporting period for the Company's outstanding Public Warrants.

(5)Represents unrealized gains (losses) on derivative financial instruments. In 2023, also includes the realization of $88 million of previously unrealized gains resulting from the unwind of certain interest rate caps. See Note 10, "Financial Instruments."

(6)Represents gain on sale of certain non-vehicle capital assets sold in March 2023. See Note 3, "Divestitures."

(7)Represents miscellaneous items. For the three and six months ended June 30, 2023, primarily includes a loss recovery settlement, partially offset by certain IT related charges. For the three and six months ended June 30, 2022, primarily includes bankruptcy claims, certain professional fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges.

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

Hertz Global Holdings, Inc. (together with its consolidated subsidiaries and variable interest entities, "Hertz Global") is a holding company and its principal, wholly-owned subsidiary is The Hertz Corporation (together with its consolidated subsidiaries and variable interest entities, "Hertz"). Hertz Global consolidates Hertz for financial statement purposes, and Hertz comprises approximately the entire balance of Hertz Global’s assets, liabilities and operating cash flows. In addition, Hertz’s operating revenues and operating expenses comprise nearly 100% of Hertz Global’s revenues and operating expenses. As such, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") that follows herein is for Hertz and also applies to Hertz Global in all material respects, unless otherwise noted. Differences between the operations and results of Hertz and Hertz Global are separately disclosed and explained. We sometimes use the words “we,” “our,” “us,” and the “Company” in this MD&A for disclosures that relate to all of Hertz and Hertz Global.

The statements in this MD&A regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. The following MD&A provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operations. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

This MD&A should be read in conjunction with the MD&A presented in our ~~2021~~2022 Form 10-K together with the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” Part II, Item 1A, "Risk Factors,” and our unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarterly period ended June 30, ~~2022~~2023 (this "Quarterly Report"), which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated financial statements and the accompanying notes including revenue earning vehicle depreciation and various claims and contingencies related to lawsuits, taxes and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and our knowledge of actions that we may undertake in the future in determining the estimates that will affect our unaudited condensed consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe to be appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates.

In this MD&A we refer to the following non-GAAP measure and key metrics:

•Adjusted Corporate EBITDA – important non-GAAP measure to management because it allows management to assess the operational performance of our business, exclusive of certain items, and allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows investors to assess our operational performance on the same basis that management uses internally. Adjusted EBITDA, the segment measure of profitability and accordingly a GAAP measure, is calculated exclusive of certain items which are largely consistent with those used in the calculation of Adjusted Corporate EBITDA.

•Vehicle Utilization – ~~Effective in the first quarter of 2022, in connection with the appointment of the new CEO (who serves as our Chief Operating Decision Maker)~~important key metric to management and arising from significantly increased activity in vehicle dispositions, we began using Average Rentable Vehicles in the denominator in our calculation of Vehicle Utilization. Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days. Available Car Days represents Average Rentable Vehicles multiplied by the number of days in a given period. Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels. We believe this is a better measure of the productivity of our rental fleetinvestors as it is ~~unaffected by fluctuations in disposition activity. Accordingly, prior periods have been restated~~the measurement of the proportion of our vehicles that are being used to ~~conform with the revised definition.~~generate revenues relative to rentable fleet capacity. Higher Vehicle Utilization means more vehicles are being utilized to generate revenues.

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~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

•Depreciation Per Unit Per Month – important key metric to management and investors as depreciation of revenue earning vehicles and lease charges is one of our largest expenses for the vehicle rental business and is driven by the number of vehicles, expected residual values at the expected time of disposal and expected hold period of the vehicles. Depreciation Per Unit Per Month is reflective of how we are managing the costs of our vehicles and facilitates a comparison with other participants in the vehicle rental industry.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

•Total Revenue Per Transaction Day ("Total RPD," also referred to as "pricing") – important key metric to management and investors as it represents a measurement of the changes in underlying pricing in the vehicle rental business and encompasses the elements in vehicle rental pricing that management has the ability to control. Effective in the third quarter of 2021, we revised our calculation of Total RPD to include ancillary retail vehicle sales revenues to better align with current industry practice, and accordingly, prior periods have been restated to conform with the revised definition.

•Total Revenue Per Unit Per Month ("Total RPU") – important key metric to management and investors as it provides a measure of revenue productivity relative to the number of vehicles in our rental fleet whether owned or leased ("Average Rentable Vehicles"). Effective in the third quarter of 2021, we revised our calculation of Total RPU to include ancillary retail vehicle sales revenues to better align with current industry practice and effective in the first quarter of 2022, we revised to use Average Rentable Vehicles as the denominator in our calculation of Total RPU. Average Rentable Vehicles excludes vehicles for sale on ~~the Company’s~~our retail lots or actively in the process of being sold through other disposition channels. We believe this is a better measure of the productivity of our rental fleet as it is unaffected by fluctuations in disposition activity. There has been no change to revenue as used in the numerator of the calculation which includes vehicle rental and rental related revenues, licensee revenue and ancillary retail vehicle sales revenue. Prior periods have been restated to conform with the revised definition.

•Transaction Days – important key metric to management and investors as it represents the number of revenue generating days ("volume"). It is used as a component to measure Total RPD and Vehicle Utilization. Transaction Days represent the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period.

Our non-GAAP measure and key metrics should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. The above non-GAAP measure and key metrics are defined, and the non-GAAP measure is reconciled to its most comparable U.S. GAAP measure, in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

OUR COMPANY

Hertz Holdings was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns Hertz, Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918.

We operate our vehicle rental business globally from company-owned, licensee and franchisee locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East and New Zealand. We also sell vehicles through Hertz Car Sales and operate the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets. Previously, in addition to vehicle rental, we provided integrated vehicle leasing and fleet management solutions through our Donlen subsidiary, which was sold on March 30, 2021.Sales.

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~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

OVERVIEW OF OUR BUSINESS AND OPERATING ENVIRONMENT

~~Impact of COVID-19 on our Business Environment~~

In March 2020, the World Health Organization declared COVID-19 a pandemic, affecting multiple global regions. In an effort to halt the spread of COVID-19, many governments around the world placed significant restrictions on travel. Beginning in the second half of 2021, and continuing into 2022, many government-imposed restrictions have been lifted or eased, and travel, particularly domestic leisure travel, has experienced a strong rebound. However, there remains continued uncertainty about the duration of the COVID-19 pandemic and its variants, including the impact of the continuing global semiconductor microchip manufacturing shortage (the "Chip Shortage") and other supply chain constraints.

~~Voluntary Petitions for Bankruptcy and Emergence~~

On May 22, 2020, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Court. On June 10, 2021, the Plan of Reorganization was confirmed by the Bankruptcy Court and on June 30, 2021, the Plan of Reorganization became effective and the Debtors emerged from Chapter 11.

Our Business

We are engaged principally in the business of renting vehicles primarily through our Hertz, Dollar and Thrifty brands. Our profitability is primarily a function of the volume, mix and pricing of rental transactions and the utilization of vehicles, the related ownership cost of vehicles and other operating costs. Significant changes in the purchase price or residual values of vehicles 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, including residual values. Our business requires significant expenditures for vehicles, and as such, we require substantial liquidity to finance such expenditures.

Our strategy is focused on excellence in execution of our rental operations, electrification of the fleet, shared mobility, connected cars and ~~exiting~~selling vehicles from the fleet directly to consumers.

Our revenues are primarily derived from rental and related charges and consist of worldwide vehicle rental revenues from all company-operated vehicle rental operations and charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling of vehicles and revenues associated with value-added services, including the sale of loss or collision damage waivers, theft protection, liability and personal accident/effects insurance coverage, premium emergency roadside service and other products and fees.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Also included are ancillary revenues associated with retail vehicle sales and certain royalty fees from our franchisees (such fees are ~~less than~~approximately 2% of total revenues each period).

Our expenses primarily consist of:

•Direct vehicle and operating expense ("DOE"), primarily wages and related benefits; commissions and concession fees paid to airport authorities, travel agents and others; facility, self-insurance and reservation costs; and other costs relating to the operation and rental of revenue earning vehicles, such as damage, maintenance and fuel costs;

•Depreciation expense and lease charges, net relating to revenue earning vehicles, including gains and losses and related costs associated with the disposal of vehicles;

•Depreciation and amortization expense relating to non-vehicle assets;

•Selling, general and administrative expense ("SG&A"), which includes advertising costs and administrative personnel costs, along with costs for information technology and ~~finance~~business transformation programs; and

•Interest expense, net.

Our vehicle rental operations are a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months ("our peak season") for the majority of countries where

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~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

we generate our revenues. To accommodate increased demand, we increase our available fleet and staff. As demand declines, fleet and staff are decreased accordingly. We maintain a flexible workforce, with a significant number of part-time and seasonal workers to help manage demand needs. 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. ~~We also maintain a flexible workforce, with a significant number of part-time and seasonal workers.~~ Certain operating expenses, including real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, and minimum staffing costs, remain fixed and cannot be adjusted for demand.

Our Reportable Segments

We have identified two reportable segments, which are consistent with our operating segments and organized based on the products and services provided and the geographic areas in which business is conducted, as follows:

•Americas RAC – Rental of vehicles, as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and

•International RAC – Rental ~~and leasing~~ of vehicles, as well as sales of value-added services, ~~internationally~~in locations other than the U.S., Canada, Latin America and ~~consists primarily of our Europe and other international locations.~~

In the second quarter of 2021, as a result of the Donlen Sale, the All Other Operations reportable segment, which was primarily comprised of the Donlen business, was no longer deemed to be a reportable segment.Caribbean.

In addition to the above reportable segments, we have corporate operations. We assess performance and allocate resources based upon the financial information for our operating segments.

~~Three Months Ended June 30, 2022 Operating Overview~~

Effective in the first quarter of 2022, we began using Average Rentable Vehicles in the denominator in our calculation of Vehicle Utilization and Total RPU. Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels. We believe this is a better measure of the productivity of our rental fleet as it is unaffected by fluctuations in disposition activity. Accordingly, prior periods have been restated to reflect this change. Effective during the third quarter of 2021, we changed our definition of Total RPD and Total RPU to include ancillary retail sales revenues to better align with current industry practice, and accordingly, prior periods have been restated to conform with the revised definitions.

~~The following charts provide the period-over-period change for several key factors influencing our results for the three and six months ended June 30, 2022 and 2021.~~

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

Three Months Ended June 30, 2023 Operating Overview

The following charts provide the period-over-period change for several key factors influencing our results for the three and six months ended June 30, 2023 and 2022.

(1) Includes impact of foreign currency exchange at average rates ("fx").

(2) Results shown are in constant currency as of December 31, ~~2021.~~2022.

(3) The percentages shown in this chart reflect Vehicle Utilization versus period-over-period change.

For more information on the above, see the discussion of our results on a consolidated basis and by segment that follows herein. In this MD&A, certain amounts in the following tables are denoted as in millions. Amounts such as percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated from the tables in millions.

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

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ


		Three Months Ended June 30,				Percent Increase/(Decrease)		Six Months Ended June 30,									Percent Increase/(Decrease)		Three Months Ended June 30,								Percent Increase/(Decrease)		Six Months Ended June 30,				Percent Increase/(Decrease)
($ In millions)	($ In millions)	2022		2021			2022			2021				($ In millions)		2023				2022					2023				2022
Total revenues	Total revenues	$	2,344	$	1,873		25%			$	4,154			$	3,161				31%		Total revenues	$	2,437			$		2,344	4%		$	4,484	$	4,154	8%
Direct vehicle and operating expenses	Direct vehicle and operating expenses	1,199		946		27		2,252				1,724					31	Direct vehicle and operating expenses	1,347				1,199				12		2,568		2,252		14
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	106		116		(9)		47				359					(87)	Depreciation of revenue earning vehicles and lease charges, net	329				106				NM		710		47		NM
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	36		50		(28)		69				104					(34)	Non-vehicle depreciation and amortization	32				36				(11)		67		69		(2)
Selling, general and administrative expenses	Selling, general and administrative expenses	257		172		50		492				321					53	Selling, general and administrative expenses	285				257				11		506		492		3
Interest expense, net:	Interest expense, net:																	Interest expense, net:
Vehicle	Vehicle	45		98		(54)		50				202					(75)	Vehicle	132				45				NM		243		50		NM
Non-vehicle	Non-vehicle	41		91		(55)		80				135					(40)	Non-vehicle	56				41				36		107		80		33
Interest expense, net	Interest expense, net	86		189		(55)		130				337					(62)	Interest expense, net	188				86				NM		350		130		NM

Other (income) expense, net	Other (income) expense, net	2		(10)		NM		—				(13)					NM	Other (income) expense, net	(2)				2				NM		7		—		NM
Reorganization items, net		—		469		(100)		—				513					(100)
(Gain) from the sale of a business		—		(8)		(100)		—				(400)					(100)
(Gain) from the sale of non-vehicle capital assets																		(Gain) from the sale of non-vehicle capital assets	—				—				NM		(162)		—		NM
Income (loss) before income taxes	Income (loss) before income taxes	658		(51)		NM		1,164				216					NM	Income (loss) before income taxes	258				658				(61)		438		1,164		(62)
Income tax (provision) benefit	Income tax (provision) benefit	(178)		46		NM		(308)				(33)					NM	Income tax (provision) benefit	(18)				(178)				(90)		116		(308)		NM
Net income (loss)	Net income (loss)	480		(5)		NM		856				183					NM	Net income (loss)	$	240			$	480			(50)		$	554	$	856	(35)
Net (income) loss attributable to noncontrolling interests		—		1		(100)		—				2					(100)
Net income (loss) attributable to Hertz		$	480	$	(4)	NM		$	856			$	185				NM

Adjusted Corporate EBITDA(a)	Adjusted Corporate EBITDA(a)	$	764	$	639	19		$	1,378			$	642				NM	Adjusted Corporate EBITDA(a)	$	347			$	764			(55)		$	584	$	1,378	(58)

The footnote in the table above is shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

NM - Not meaningful

Three Months Ended June 30, ~~2022~~2023 Compared with Three Months Ended June 30, ~~2021~~2022

Total revenues increased ~~$471~~$94 million in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to increased travel demand. Total revenues increased ~~$331~~$52 million and ~~$141~~$42 million in our International RAC and Americas RAC ~~and International RAC~~ segments, ~~respectively. Excluding an unfavorable $3 million fx impact, Americas RAC revenues increased $334 million~~respectively, due primarily to higher ~~volume and pricing. Excluding an unfavorable $41 million fx impact, revenues for our International RAC segment increased $182 million due primarily to higher pricing and~~ volume.

DOE increased ~~$252~~$148 million in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~an increase~~increases of ~~$209~~$137 million and ~~$43~~$14 million in our Americas RAC and International RAC segments, respectively. DOE in our Americas RAC segment increased due primarily to ~~higher personnel costs as well as~~increased fleet-related costs driven by higher damage costs and increased ~~travel demand and fleet age. Excluding an unfavorable $23 million fx impact,~~volume. DOE in our International RAC segment increased ~~$66 million~~ due primarily to higher volume driven by increased travel demand.

Depreciation of revenue earning vehicles and lease charges, net ~~decreased $10~~increased $223 million in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 of which $211 million is attributed to our Americas RAC segment due primarily to lower per unit gains recognized on vehicle dispositions. Depreciation of revenue earning vehicles and lease charges, net for our International RAC segment increased $12 million due primarily to higher vehicle acquisition costs and fleet levels, partially offset by a ~~decrease~~higher volume of ~~$20~~vehicle dispositions.

SG&A increased $28 million in the second quarter of 2023 compared to 2022 due primarily to increased IT costs, advertising spend and personnel costs in our Americas RAC segment, ~~partly~~partially offset by ~~an increase of $9~~lower personnel costs in our corporate operations resulting primarily from decreased non-cash stock-based compensation costs.

Vehicle interest expense, net increased $87 million in ~~our International RAC segment. The decrease~~the second quarter of 2023 compared to 2022 due primarily to higher debt levels and higher average interest rates. primarily in our Americas RAC segment, was due primarily to strength in residual values and an increase in gains recognized on the disposition of vehicles. Excluding an unfavorable $5 million fx impact, depreciation increased $15 million in our International RAC segment due in part to increased fleet size resulting from ~~longer vehicle holding periods.~~

the

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~~SG&A increased $85 million~~issuance of the HVF III Series 2023 Notes in the ~~second~~first quarter of ~~2022 compared to 2021 due primarily to non-cash stock-based compensation costs~~2023 and professional fees in our corporate operations, increased advertising spend in our Americas RAC and International RAC segments, partly offset by decreased bankruptcy-related charges in our corporation operations.

~~Vehicle interest expense, net decreased $53 million in the second quarter of 2022 compared to 2021 due primarily to lower average~~higher benchmark rates ~~from the issuance of HVF III ABS Notes and the payoff and termination of HVF II debt in accordance with the Plan of Reorganization in 2021, as well as $21 million of gains on interest rate caps~~ on the HVF III ~~ABS Notes primarily in our Americas RAC segment.~~2021-A Notes.

Non-vehicle interest expense, net ~~decreased $50~~increased $15 million in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~lower average interest~~higher benchmark rates, partially offset by interest income due to higher ~~debt levels.~~

~~We had other income of $10 million in the second quarter of 2021 due in part to the gain on the sales of certain franchises in our Americas RAC segment.~~

In the second quarter of 2021, we incurred $469 million of net reorganization charges, primarily in our corporate operations, which was comprised primarily of professional fees associated with the Chapter 11 Cases, the loss on extinguishment of certain debt resulting from the implementation of the Plan of Reorganization, a prior plan sponsor breakup fee and other miscellaneous charges related to the implementation of the Plan of Reorganization.market rates.

For the three months ended June 30, 2023, we recorded a tax provision of $18 million, which resulted in an effective tax rate of 7%. For the three months ended June 30, 2022, we recorded a tax provision of $178 million, which resulted in an effective tax rate of 27%. ~~For the three months ended June 30, 2021, we recorded a tax benefit of $46 million, which resulted in an effective tax rate of 90%.~~

The change in tax in the three months ended June 30, ~~2022~~2023 compared to ~~2021~~2022 is driven primarily by ~~improvements in our financial performance, as well as non-deductible bankruptcy costs incurred in 2021~~lower pre-tax income and ~~tax~~ benefits ~~associated with the restructuring in Europe recognized in 2021.~~from electric vehicle credits.

Six ~~months ended~~Months Ended June 30, ~~2022~~2023 Compared with Six ~~months ended~~Months Ended June 30, ~~2021~~2022

Total revenues increased ~~$993~~$329 million in the first half of ~~2022~~2023 compared to ~~2021~~2022 due primarily to an increase of ~~$921~~$213 million and ~~$207~~$116 million in our Americas RAC and International RAC segments, ~~respectively, partially offset by a decrease of $136 million in All other operations. Excluding an unfavorable $3 million fx impact, revenues~~respectively. Revenues for our Americas RAC segment increased ~~$924 million~~due primarily to higher volume. Total revenues in our International RAC segment increased due primarily to higher volume and ~~pricing. Excluding~~pricing, offset by an unfavorable ~~$58~~$18 million fx ~~impact, revenues for our International RAC segment increased $265 million resulting from higher pricing and volume. All other operations decreased due to the Donlen Sale in the first quarter of 2021.~~impact.

DOE increased ~~$528~~$316 million in the first half of ~~2022~~2023 compared to ~~2021~~2022 due primarily to an increase of ~~$471~~$273 million and ~~$69~~$46 million in our Americas RAC and International RAC segments, ~~respectively, partially offset by a decrease of $8 million in our corporate operations.~~respectively. The increase in Americas RAC DOE was due primarily to ~~higher personnel costs as well as~~increased fleet-related costs driven by higher damage costs and increased ~~travel demand and fleet age. Excluding an unfavorable $33 million fx impact~~volume. DOE for International RAC increased ~~$102 million~~ due to higher volume driven by increased travel ~~demand. The decrease in our corporate operations was due primarily to lower personnel costs.~~demand and an unfavorable $11 million fx impact.

Depreciation of revenue earning vehicles and lease charges, ~~decreased $312~~net increased $663 million in the first half of ~~2022~~2023 compared to ~~2021 due to a decrease~~2022 primarily driven by our Americas RAC segment. The increase of ~~$321~~$653 million in our Americas RAC segment ~~partly~~was due primarily to lower per unit gains recognized on vehicle dispositions, higher fleet levels and lower volume of vehicle dispositions in 2023 , partially offset by ~~an increase of $9~~longer vehicle holding periods resulting in lower depreciation rates.

SG&A increased $14 million in ~~our International RAC segment. The decrease~~the first half of 2023 compared to 2022 due primarily to increased personnel and IT costs and advertising spend in our Americas RAC segment, ispartially offset by lower personnel costs in our corporate operations resulting primarily to decreased non-cash stock-based compensation costs.

Vehicle interest expense, net increased $193 million in the first half of 2023 compared to 2022 due primarily to ~~strength~~the realization of $88 million of previously unrealized gains resulting from the unwind of certain interest rate caps in ~~residual values~~the first quarter of 2023, higher debt levels and ~~an increase~~higher average interest rates, primarily in ~~gains recognized~~our Americas RAC segment, resulting from the issuance of the HVF III Series 2023 Notes in the first quarter of 2023 and higher benchmark rates on the ~~disposition~~HVF III 2021-A Notes. This was partially offset by a $98 million realized gain on the unwind of ~~vehicles. Excluding an unfavorable $8~~certain interest rate caps in the first quarter of 2023.

Non-vehicle interest expense, net increased $27 million ~~impact~~in the first half of ~~fx, depreciation of revenue earning vehicles and lease charges for our International RAC segment increased $17 million~~2023 compared to 2022 due primarily to ~~increased fleet size due in part to longer vehicle holding periods resulting from new vehicle production constraints due to the Chip Shortage,~~higher benchmark rates, partially offset by ~~strength~~interest income due to higher market rates.

In the first half of 2023, we recognized a gain of $162 million on the sale of certain non-vehicle capital assets in ~~residual values.~~our Americas RAC segment, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.

For the first half of 2023, we recorded a tax benefit of $116 million, which resulted in an effective tax rate of (26%). For the first half of 2022, we recorded a tax provision of $308 million, which resulted in an effective tax rate of 26%. The change in tax in the first half of 2023 compared to 2022 is driven by lower pre-tax income, recognition of uncertain tax benefits related to our tax restructuring of European operations and benefits from electric vehicle credits.

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SG&A increased $171 million in the first half of 2022 compared to 2021 due primarily to non-cash stock-based compensation costs and bankruptcy claims in our corporate operations, increased advertising spend in our Americas RAC and International RAC segments and increased facility costs in our International RAC segment, partially offset by lower personnel costs in our International RAC segment.

Vehicle interest expense, net decreased $152 million in the first half of 2022 compared to 2021 due primarily to lower average rates from the issuance of HVF III ABS Notes and the payoff and termination of HVF II debt in accordance with the Plan of Reorganization in 2021, as well as $65 million of gains on interest rate caps on the HVF III ABS Notes primarily in our Americas RAC segment.

~~Non-vehicle interest expense, net decreased $54 million in the first half of 2022 compared to 2021 due primarily to lower average interest rates partially offset by higher debt levels.~~

~~We had other income of $13 million in the first half of 2021 due in part to the gain on the sales of certain franchises in our Americas RAC segment.~~

We incurred $513 million of net reorganization charges in the first half of 2021, primarily in our corporate operations, which was comprised primarily of professional fees associated with the Chapter 11 Cases, the loss on extinguishment of certain debt resulting from the implementation of the Plan of Reorganization, a prior plan sponsor breakup fee and other miscellaneous charges related to the implementation of the Plan of Reorganization.

For the first half of 2022, we recorded a tax provision of $308 million which resulted in an effective tax rate of 26%. For the first half of 2021, we recorded a tax provision of $33 million, which resulted in an effective tax rate of 15%.

The change in tax in the first half of 2022 compared to 2021 is driven by improvements in our financial performance, as well as non-deductible bankruptcy costs incurred in the first half of 2021 and tax benefits associated with the restructuring in Europe recognized in the first half of 2021.

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ GLOBAL

The above discussion for Hertz also applies to Hertz Global.

Hertz Global had a loss of $100 million and $218 million from the change in fair value of Public Warrants that was incremental to Hertz for the second quarter and first half of 2023, respectively, included in Hertz Global's unaudited condensed consolidated statements of operations in Part I, Item 1 of this Quarterly Report.

Hertz Global had income of $461 million and $511 million ~~of income~~ from the change in fair value of Public Warrants that was incremental to Hertz for the second quarter and first half of 2022, respectively, included in Hertz Global's unaudited condensed consolidated statements of operations in Part I, Item 1 of this Quarterly ~~Report on Form 10-Q.~~

Hertz Global had $164 million of reorganization items, net for the second quarter and first half of 2021, respectively, that was incremental to the amounts shown for Hertz. These amounts represent certain effects from the implementation of the Plan of Reorganization included in Hertz Global's unaudited condensed consolidated statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.Report.

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

RESULTS OF OPERATIONS AND SELECTED OPERATING DATA BY SEGMENT

Americas RAC


		Three Months Ended June 30,						Percent Increase/(Decrease)	Six Months Ended June 30,						Percent Increase/(Decrease)		Three Months Ended June 30,						Percent Increase/(Decrease)	Six Months Ended June 30,						Percent Increase/(Decrease)
($ In millions, except as noted)	($ In millions, except as noted)	2022			2021				2022			2021				($ In millions, except as noted)	2023			2022				2023			2022
Total revenues	Total revenues	$	1,973		$	1,643		20%	$	3,531		$	2,610		35%	Total revenues	$	2,015		$	1,973		2%	$	3,745		$	3,531		6%
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	61		$	80		(24)	$	(32)		$	290		NM	Depreciation of revenue earning vehicles and lease charges, net	$	272		$	61		NM	$	621		$	(32)		NM
Direct vehicle and operating expenses	Direct vehicle and operating expenses	$	1,002		$	793		26	$	1,905		$	1,434		33	Direct vehicle and operating expenses	$	1,139		$	1,002		14	$	2,178		$	1,905		14
Direct vehicle and operating expenses as a percentage of total revenues	Direct vehicle and operating expenses as a percentage of total revenues	51		%	48		%		54		%	55		%		Direct vehicle and operating expenses as a percentage of total revenues	57		%	51		%		58		%	54		%
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	$	30		$	43		(31)	$	56		$	87		(36)	Non-vehicle depreciation and amortization	$	27		$	30		(9)	$	55		$	56		(2)
Selling, general and administrative expenses	Selling, general and administrative expenses	$	99		$	69		42	$	185		$	121		53	Selling, general and administrative expenses	$	148		$	99		50	$	253		$	185		37
Selling, general and administrative expenses as a percentage of total revenues	Selling, general and administrative expenses as a percentage of total revenues	5		%	4		%		5		%	5		%		Selling, general and administrative expenses as a percentage of total revenues	7		%	5		%		7		%	5		%
Vehicle interest expense	Vehicle interest expense	$	35		$	77		(55)	$	37		$	149		(75)	Vehicle interest expense	$	113		$	35		NM	$	206		$	37		NM
Reorganization items, net		$	—		$	94		(100)	$	—		$	80		(100)

Adjusted EBITDA	Adjusted EBITDA	$	770		$	664		16	$	1,411		$	690		NM	Adjusted EBITDA	$	331		$	770		(57)	$	592		$	1,411		(58)
Transaction Days (in thousands)(b)	Transaction Days (in thousands)(b)	29,160			24,992			17	54,739			45,243			21	Transaction Days (in thousands)(b)	32,469			29,160			11	60,348			54,739			10
Average Vehicles (in whole units)(f)	Average Vehicles (in whole units)(f)	422,113			350,122			21	409,867			325,364			26	Average Vehicles (in whole units)(f)	457,405			422,113			8	435,194			409,867			6
Average Rentable Vehicles (in whole units)(c)	Average Rentable Vehicles (in whole units)(c)	399,588			344,150			16	386,363			320,232			21	Average Rentable Vehicles (in whole units)(c)	431,921			399,588			8	412,717			386,363			7
Vehicle Utilization(c)	Vehicle Utilization(c)	80		%	80		%		78		%	78		%		Vehicle Utilization(c)	83		%	80		%		81		%	78		%
Total RPD (in dollars)(d)		$	67.67		$	65.70		3	$	64.50		$	57.67		12
Total RPD (in whole dollars)(d)																Total RPD (in whole dollars)(d)	$	62.03		$	67.52		(8)	$	62.03		$	64.39		(4)
Total RPU Per Month (in whole dollars)(e)	Total RPU Per Month (in whole dollars)(e)	$	1,646		$	1,590		4	$	1,523		$	1,358		12	Total RPU Per Month (in whole dollars)(e)	$	1,554		$	1,643		(5)	$	1,512		$	1,520		(1)
Depreciation Per Unit Per Month (in whole dollars)(f)	Depreciation Per Unit Per Month (in whole dollars)(f)	$	49		$	77		(36)	$	(13)		$	149		NM	Depreciation Per Unit Per Month (in whole dollars)(f)	$	198		$	49		NM	$	238		$	(13)		NM
Percentage of program vehicles as of period end	Percentage of program vehicles as of period end	1		%	5		%		1		%	5		%		Percentage of program vehicles as of period end	1		%	1		%		1		%	1		%

Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

NM - Not meaningful

Three Months Ended June 30, ~~2022~~2023 Compared with Three Months Ended June 30, ~~2021~~2022

Total Americas RAC revenues increased ~~$331~~$42 million in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to higher ~~volume and pricing. Excluding an unfavorable $3 million fx impact, revenues increased $334 million.~~volume. The increase in Transaction Days was driven by volume increases across most leisure categories and ride sharing due to increased travel demand. The ~~increase~~decrease in Total RPD was ~~due~~driven primarily ~~to higher pricing across~~by the ~~industry resulting from increased~~significant surge in travel demand and ~~industry-wide constraints on vehicles due to the Chip Shortage continuing to affect new vehicle production~~tighter fleet levels during the second quarter of 2022. Airport revenues comprised ~~72%~~69% of total revenues for the segment in the second quarter of ~~2022~~2023 compared to ~~71%~~72% the second quarter of ~~2021.~~2022. Americas RAC revenues were impacted by an unfavorable $4 million fx impact.

Depreciation of revenue earning vehicles and lease charges, net for Americas RAC ~~decreased $20~~increased $211 million in the second quarter of ~~2022~~2023 compared to ~~2021. Depreciation Per Unit Per Month decreased to $49 in the second quarter of~~ 2022 ~~compared to $77 in the second quarter of 2021~~ due primarily to ~~strength in residual values and an increase in~~lower per unit gains recognized on ~~the disposition of vehicles.~~vehicle dispositions. Average Vehicles increased in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 due to ~~increased~~ travel demand.

DOE for Americas RAC increased $137 million in the second quarter of 2023 compared to 2022 due primarily to increased fleet-related costs driven by higher damage costs and increased volume.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

~~DOE~~SG&A for Americas RAC increased ~~$209~~$49 million in the second quarter of ~~2022~~2023 compared to ~~2021 due primarily to higher personnel costs as well as fleet-related costs driven by the increased travel demand discussed above and fleet age.~~

~~SG&A for Americas RAC increased $29 million in the second quarter of~~ 2022 ~~compared to 2021~~ due primarily to increased IT costs, advertising ~~spend.~~spend and personnel costs.

Vehicle interest expense for Americas RAC ~~decreased $42~~increased $78 million in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~$20 million of net gains on~~higher debt levels and higher average interest ~~rate caps on the HVF III ABS Notes and a decrease resulting from lower average~~ rates resulting from the issuance of the HVF III ~~ABS~~Series 2023 Notes and ~~the full repayment and termination of~~higher benchmark rates on the HVF ~~II ABS Notes in accordance with the Plan of Reorganization in 2021.~~

In the second quarter of 2021, Americas RAC incurred $94 million of net reorganization charges primarily related to the loss on extinguishment of certain vehicle debt resulting from the implementation of the Plan of Reorganization and certain contract-related charges.III 2021-A Notes.

Six ~~months ended~~Months Ended June 30, ~~2022~~2023 Compared with Six ~~months ended~~Months Ended June 30, ~~2021~~2022

Total Americas RAC revenues increased ~~$921~~$213 million in the first half of ~~2022~~2023 compared to ~~2021~~2022 due primarily to higher ~~volume and pricing. Excluding an unfavorable $3 million fx impact, revenues increased $924 million.~~volume. The increase in Transaction Days was driven primarily by volume increases in most leisure and business categories as travel demand increased. The ~~increase~~decrease in Total RPD was driven primarily by ~~higher pricing across~~ the ~~industry due to growth~~significant surge in travel demand during the second quarter of 2022 and ~~industry-wide constraints on vehicles due to the Chip Shortage affecting new vehicle production.~~tighter fleet levels in 2022. Airport revenues comprised ~~72%~~69% of total revenues for the segment in the first half of ~~2022~~2023 as compared to ~~68%~~72% in the first half of ~~2021, due primarily to the lifting of air travel restrictions.~~2022. Americas RAC revenues were impacted by an unfavorable $7 million fx impact.

Depreciation of revenue earning vehicles and lease charges, net for Americas RAC ~~decreased $321~~increased $653 million in the first half of ~~2022~~2023 compared to ~~2021. Depreciation Per Unit Per Month in the first half of~~ 2022 ~~changed to a negative expense of $13 compared to an expense of $149 in the first half of 2021,~~ due primarily to ~~strength in residual values and an increase in~~lower per unit gains recognized on ~~the disposition~~vehicle dispositions, higher fleet levels and lower volume of ~~vehicles.~~vehicle dispositions in 2023, partially offset by longer vehicle holding periods resulting in lower depreciation rates. Average Vehicles increased due to ~~increased~~ travel demand.

DOE for Americas RAC increased ~~$471~~$273 million in the first half of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~higher personnel costs as well as~~increased fleet-related costs driven by ~~the~~higher damage costs and increased ~~travel demand discussed above and fleet age.~~volume.

SG&A for Americas RAC increased ~~$64~~$68 million in the first half of ~~2022~~2023 compared to the first half of ~~2021,~~2022 due primarily to increased personnel and IT costs and advertising spend.

Vehicle interest expense for Americas RAC ~~decreased $111~~increased $168 million in the first half of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~$60~~the realization of $88 million of previously unrealized gains onresulting from the unwind of certain interest rate caps onin the ~~HVF III ABS Notes and lower~~first quarter of 2023, higher debt levels ~~resulting from vehicle dispositions associated with the Chapter 11 Cases~~ and ~~lower~~higher average interest rates resulting from the issuance of the HVF III ~~ABS~~Series 2023 Notes and ~~the full repayment and termination of~~higher benchmark rates on the HVF ~~II ABS Notes in accordance with~~III 2021-A Notes. This was partially offset by a $98 million realized gain on the ~~Plan~~unwind of ~~Reorganization.~~

In the first half of 2021, Americas RAC incurred $80 million of net reorganization charges primarily related to the loss on extinguishment of certain vehicle debt resulting from the implementation of the Plan of Reorganization and certain contract-related chargesinterest rate caps in the first ~~half~~quarter of ~~2021.~~2023.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

International RAC


		Three Months Ended June 30,						Percent Increase/(Decrease)		Six Months Ended June 30,											Percent Increase/(Decrease)		Three Months Ended June 30,										Percent Increase/(Decrease)		Six Months Ended June 30,						Percent Increase/(Decrease)
($ in millions, except as noted)	($ in millions, except as noted)	2022			2021				2022				2021					($ in millions, except as noted)		2023				2022							2023				2022
Total revenues	Total revenues	$	371		$	230			61%				$	623				$	415				50%			Total revenues	$	422				$		371	14%			$	739		$	623	19%
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	45		$	36		26		$	79				$	69					14	Depreciation of revenue earning vehicles and lease charges, net	$	57				$	45				27		$	89		$	79		13
Direct vehicle and operating expenses	Direct vehicle and operating expenses	$	197		$	154		28		$	348				$	279					25	Direct vehicle and operating expenses	$	211				$	197				7		$	393		$	348		13
Direct vehicle and operating expenses as a percentage of total revenues	Direct vehicle and operating expenses as a percentage of total revenues	53		%	67		%			56		%			67		%					Direct vehicle and operating expenses as a percentage of total revenues	50		%			53		%					53		%	56		%
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	$	4		$	4		9		$	7				$	9					(22)	Non-vehicle depreciation and amortization	$	3				$	4				(36)		$	5		$	7		(23)
Selling, general and administrative expenses	Selling, general and administrative expenses	$	47		$	40		20		$	89				$	70					27	Selling, general and administrative expenses	$	45				$	47				(6)		$	82		$	89		(7)
Selling, general and administrative expenses as a percentage of total revenues	Selling, general and administrative expenses as a percentage of total revenues	13		%	17		%			14		%			17		%					Selling, general and administrative expenses as a percentage of total revenues	11		%			13		%					11		%	14		%
Vehicle interest expense	Vehicle interest expense	$	10		$	21		(52)		$	13				$	41					(69)	Vehicle interest expense	$	19				$	10				88		$	37		$	13		NM
Reorganization items, net		$	—		$	12		(100)		$	—				$	12					(100)

Adjusted EBITDA	Adjusted EBITDA	$	92		$	(1)		NM		$	119				$	(9)					NM	Adjusted EBITDA	$	96				$	92				4		$	149		$	119		25
Transaction Days (in thousands)(b)	Transaction Days (in thousands)(b)	6,284			4,893			28		11,326					9,291						22	Transaction Days (in thousands)(b)	7,237					6,284					15		13,145			11,326			16
Average Vehicles (in whole units)(f)	Average Vehicles (in whole units)(f)	91,194			71,044			28		87,392					69,019						27	Average Vehicles (in whole units)(f)	103,872					91,194					14		97,709			87,392			12
Average Rentable Vehicles (in whole units)(c)	Average Rentable Vehicles (in whole units)(c)	90,648			69,807			30		86,508					67,478						28	Average Rentable Vehicles (in whole units)(c)	101,892					90,648					12		95,834			86,508			11
Vehicle Utilization(c)	Vehicle Utilization(c)	76		%	77		%			72		%			76		%					Vehicle Utilization(c)	78		%			76		%					76		%	72		%
Total RPD (in dollars)(d)		$	61.96		$	44.45		39		$	56.82				$	42.31					34
Total RPD (in whole dollars)(d)																						Total RPD (in whole dollars)(d)	$	57.16				$	57.77				(1)		$	55.37		$	52.98		5
Total RPU Per Month (in whole dollars)(e)	Total RPU Per Month (in whole dollars)(e)	$	1,432		$	1,039		38		$	1,240				$	971					28	Total RPU Per Month (in whole dollars)(e)	$	1,353				$	1,335				1		$	1,266		$	1,156		9
Depreciation Per Unit Per Month (in whole dollars)(f)	Depreciation Per Unit Per Month (in whole dollars)(f)	$	172		$	160		7		$	156				$	158					(2)	Depreciation Per Unit Per Month (in whole dollars)(f)	$	180				$	160				13		$	149		$	145		3
Percentage of program vehicles as of period end	Percentage of program vehicles as of period end	31		%	36		%			31		%			36		%					Percentage of program vehicles as of period end	32		%			31		%					32		%	31		%

Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.

NM - Not meaningful

Three Months Ended June 30, ~~2022~~2023 Compared with Three Months Ended June 30, ~~2021~~2022

Total revenues for International RAC increased ~~$141~~$52 million in the second quarter of ~~2022~~2023 compared to ~~2021~~2022 due to higher ~~pricing and~~ volume. Excluding an unfavorable $41 million fx impact, revenues increased $182 million due primarily to higher pricing across the industry resulting from growth in travel demand and industry-wide constraints on vehicle supply due to the Chip Shortage affecting new vehicle production. The increase in Transaction Days was driven by higher volume in most leisure categories, primarily in Europe, due to increased travel demand. Total RPD was relatively flat compared to the second quarter of 2022.

Depreciation of revenue earning vehicles and lease charges, net for International RAC in the second quarter of 2023 increased $9$12 million compared to 2022 due primarily to higher vehicle acquisition costs and fleet levels, partially offset by a higher volume of vehicle dispositions. Average Vehicles for International RAC increased in the second quarter of 2023 due to increased travel demand.

DOE for International RAC increased $14 million in the second quarter of ~~2022~~2023 compared to ~~2021. Excluding an unfavorable $5 million fx impact, depreciation~~2022 due primarily to higher volume driven by the increased ~~$15 million. Average Vehicles~~travel demand.

SG&A for International RAC ~~increased due~~ in part to fleet purchasing constraints in 2021 and longer vehicle holding periods resulting from new vehicle production constraints due to the Chip Shortage. Depreciation Per Unit Per Month for International RAC increased to $172 for the second quarter of ~~2022 compared~~2023 was comparable to ~~$160 for the second quarter of 2021 period due in part to increase in per unit costs of current year fleet, partly offset by strength in residual values.~~2022.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

~~DOE~~Vehicle interest expense for International RAC increased ~~$43~~$9 million in the second quarter of ~~2022~~2023 compared to ~~2021. Excluding an unfavorable $23 million fx impact, DOE increased $66 million~~2022 due primarily to higher ~~volume driven by the increased travel demand discussed above.~~

SG&A for International RAC increased $8 million in the second quarter of 2022 compared 2021. Excluding an unfavorable $5 million fx impact, SG&A increased $13 million due primarily to increased advertising spend.

~~Vehicle~~market interest ~~expense for International RAC decreased $11 million in the second quarter of 2022 compared to 2021 due primarily to lower~~rates and higher debt levels ~~and gains on interest rate caps.~~

In the second quarter of 2021, International RAC incurred $12 million of net reorganization charges primarily related to advisory fees related to debt refinancings and the loss on extinguishment of the European Vehicle Notes resulting from the ~~implementation~~incorporation of the ~~Plan of Reorganization.~~Italian fleet within the European ABS financing structure.

Six Months Ended June 30, ~~2022~~2023 Compared with Six Months Ended June 30, ~~2021~~2022

Total revenues for International RAC increased ~~$207~~$116 million in the first half of ~~2022~~2023 compared to ~~2021~~2022 due primarily to higher ~~pricing~~volume and ~~volume. Total RPD increased 34% driven primarily by higher pricing across the industry due to industry-wide constraints on vehicle supply due to the Chip Shortage affecting new vehicle production.~~pricing. Transaction Days increased ~~22%~~16% driven primarily by higher volume in most leisure and business categories due to ~~easing~~increased travel demand. Total RPD increased 5% driven primarily by higher pricing across the industry primarily in the first quarter of ~~government-imposed~~2023 resulting from growth in travel ~~restrictions. Excluding~~demand in most leisure and business categories. Total revenues were impacted by an unfavorable ~~$58~~$18 million fx ~~impact, revenues increased $265 million.~~impact.

Depreciation of revenue earning vehicles and lease charges, net for International RAC increased $9$10 million in the first half of ~~2022~~2023 compared to ~~2021. Excluding an unfavorable $8 million fx impact, depreciation increased $17 million.~~2022 due in part to higher vehicle acquisition costs and fleet levels, partially offset by a higher volume of vehicle dispositions. Average Vehicles for International RAC increased ~~due~~ in ~~part to fleet purchasing constraints in 2021 and longer vehicle holding periods resulting from new vehicle production constraints~~2023 due to ~~the Chip Shortage. Depreciation Per Unit Per Month for International RAC decreased to $156 in the first half of 2022 compared to $158 in the first half of 2021 due to strength in residual values.~~increased travel demand.

DOE for International RAC increased ~~$69~~$46 million in the first half of ~~2022~~2023 compared to ~~2021. Excluding an unfavorable $33 million fx impact, DOE increased $102 million~~2022 due primarily to higher volume driven by increased travel ~~demand.~~demand and an unfavorable $11 million fx impact.

SG&A for International RAC ~~increased $19~~decreased $6 million in the first half of ~~2022~~2023 compared to ~~2021. Excluding an~~2022 and was impacted by unfavorable $8$3 million fx ~~impact, SG&A increased $27 million due primarily to increased facility costs and advertising spend, partially offset by lower personnel costs.~~impact.

Vehicle interest expense for International RAC ~~decreased $28~~increased $24 million in the first half of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~lower~~higher market interest rates and higher debt levels ~~and gains on interest rate caps.~~

In the first half of 2021, International RAC incurred $12 million of net reorganization charges primarily related primarily to advisory fees related to debt refinancings and the loss on extinguishment of the European Vehicle Notes resulting from the ~~implementation~~incorporation of the ~~Plan of Reorganization during~~Italian fleet within the ~~first half of 2021.~~European ABS financing structure.

Footnotes to the Results of Operations and Selected Operating Data by Segment Tables

(a)Adjusted Corporate EBITDA is calculated as net income (loss) ~~attributable to Hertz or Hertz Global,~~, adjusted for income taxes; non-vehicle depreciation and amortization; non-vehicle debt interest, net; vehicle debt-related charges; restructuring and restructuring related charges; ~~information technology and finance transformation costs; reorganization items, net; pre-reorganization items and non-debtor financing charges; gain from the sale of a business;~~ unrealized (gains) losses from financial ~~instruments~~instruments; gain on sale of non-vehicle capital assets; change in fair value of Public Warrants and certain other miscellaneous items. When evaluating our operating performance, investors should not consider Adjusted Corporate EBITDA in isolation of, or as a substitute for, measures of our financial performance determined in accordance with U.S. GAAP. The reconciliations to the most comparable consolidated U.S. GAAP measure are presented below:

Hertz


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Net income (loss)	$	240	$	480	$	554	$	856
Adjustments:
Income tax provision (benefit)	18		178		(116)		308
Non-vehicle depreciation and amortization	32		36		67		69
Non-vehicle debt interest, net	56		41		107		80
Vehicle debt-related charges(1)	10		9		20		16

Restructuring and restructuring related charges(2)	5		15		8		21






Unrealized (gains) losses on financial instruments(3)	(2)		(21)		106		(65)
Gain on sale of non-vehicle capital assets(4)	—		—		(162)		—
Other items(5)	(12)		26		—		93
Adjusted Corporate EBITDA	$	347	$	764	$	584	$	1,378

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

~~determined in accordance with U.S. GAAP. The reconciliations to the most comparable consolidated U.S. GAAP measure are presented below:~~

~~Hertz~~

Three Months Ended
June 30, Six Months Ended
June 30,
(In millions) 2022 2021 2022 2021
Net income (loss) attributable to Hertz $ 480 $ (4) $ 856 $ 185
Adjustments:
Income tax provision (benefit) 178 (46) 308 33
Non-vehicle depreciation and amortization 36 50 69 104
Non-vehicle debt interest, net(1)
41 91 80 135
Vehicle debt-related charges(2)
9 26 16 54
Restructuring and restructuring related charges(3)
15 37 21 50
Reorganization items, net(4)
— 469 — 513
Pre-reorganization and non-debtor financing charges(5)
— 17 — 40
Gain from the Donlen Sale(6)
— (8) — (400)
Unrealized (gains) losses on financial instruments(7)
(21) — (65) —
Other items(8)
26 7 93 (72)
Adjusted Corporate EBITDA $ 764 $ 639 $ 1,378 $ 642

Hertz Global

Three Months Ended
June 30, Six Months Ended
June 30,
(In millions) 2022 2021 2022 2021
Net income (loss) attributable to Hertz Global $ 940 $ (168) $ 1,366 $ 21
Adjustments:
Income tax provision (benefit) 179 (46) 309 33
Non-vehicle depreciation and amortization 36 50 69 104
Non-vehicle debt interest, net(1)
41 91 80 135
Vehicle debt-related charges(2)
9 26 16 54
Restructuring and restructuring related charges(3)
15 37 21 50
Reorganization items, net(4)
— 633 — 677
Pre-reorganization and non-debtor financing charges(5)
— 17 — 40
Gain from the Donlen Sale(6)
— (8) — (400)
Unrealized (gains) losses on financial instruments(7)
(21) — (65) —
Change in fair value of Public Warrants(9)
(461) — (511) —
Other items(8)
26 7 93 (72)
Adjusted Corporate EBITDA $ 764 $ 639 $ 1,378 $ 642


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Net income (loss)	$	139	$	940	$	335	$	1,366
Adjustments:
Income tax provision (benefit)	19		179		(115)		309
Non-vehicle depreciation and amortization	32		36		67		69
Non-vehicle debt interest, net	56		41		107		80
Vehicle debt-related charges(1)	10		9		20		16
Restructuring and restructuring related charges(2)	5		15		8		21





Unrealized (gains) losses on financial instruments(3)	(2)		(21)		106		(65)
Gain on sale of non-vehicle capital assets(4)	—		—		(162)		—
Change in fair value of Public Warrants(6)	100		(461)		218		(511)
Other items(5)	(12)		26		—		93
Adjusted Corporate EBITDA	$	347	$	764	$	584	$	1,378

(1)~~In 2021, includes $8 million of loss on extinguishment of debt associated with the payoff and termination of the HIL Credit Agreement resulting from the implementation of the Plan of Reorganization.~~

~~(2)~~Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.

~~(3)~~(2)Represents charges incurred under restructuring actions as defined in U.S. GAAP. Also includes restructuring related charges such as incremental costs incurred directly supporting business transformation initiatives.

~~(4)Represents charges incurred associated with the filing of and the emergence from the Chapter 11 Cases, as disclosed in Note 15, "Reorganization Items, Net," in Part I, Item 1 of this Quarterly Report.~~

~~(5)~~Represents charges incurred prior to the filing of the Chapter 11 Cases which are comprised of preparation charges for the reorganization, such as professional fees. Also, includes certain non-debtor financing and professional fee charges.

~~(6)Represents the net gain from the sale of our Donlen business on March 30, 2021 as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.~~

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

~~(7)~~(3)Represents unrealized (gains) losses on derivative financial instruments. In 2023, also includes the realization of $88 million of previously unrealized gains resulting from the unwind of certain interest rate caps. See Note 10, "Financial Instruments," in Part I, Item 1 of this Quarterly Report.

~~(8)~~(4)Represents gain on sale of certain non-vehicle capital assets sold in March 2023. See Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.

(5)Represents miscellaneous items. For the three and six months ended June 30, 2023, primarily includes a loss recovery settlement, partially offset by certain IT related charges. For the three and six months ended June 30, 2022, primarily includes bankruptcy claims, certain professional fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges. For 2021, includes $100 million associated with the suspension of depreciation during the first quarter for the Donlen business while classified as held for sale, partially offset by letter of credit fees recorded in the first half of the year and charges for a multiemployer pension plan withdrawal liability recorded in the first quarter.

~~(9)~~(6)Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.

(b)Transaction Days represents the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period.

(c)Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days. Available Car Days represents Average Rentable Vehicles multiplied by the number of days in a given period. Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels and is determined using a simple average of such vehicles at the beginning and end of a given period. ~~Effective in the first quarter~~


	Americas RAC				International RAC
	Three Months Ended June 30,
	2023		2022		2023		2022
Transaction Days (in thousands)	32,469		29,160		7,237		6,284
Average Rentable Vehicles (in whole units)	431,921		399,588		101,892		90,648
Number of days in period (in whole units)	91		91		91		91
Available Car Days (in thousands)	39,304		36,366		9,271		8,248
Vehicle Utilization	83	%	80	%	78	%	76	%

Table of 2022, as discussed above, we revised our calculation of Vehicle Utilization to use Average Rentable Vehicles in the denominator. Accordingly, prior periods have been restated to conform with the revised definition. Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days.Contents

Americas RAC International RAC
Three Months Ended June 30,
2022 2021 2022 2021
Transaction Days (in thousands) 29,160 24,992 6,284 4,893
Average Rentable Vehicles (in whole units) 399,588 344,150 90,648 69,807
Number of days in period (in whole units) 91 91 91 91
Available Car Days (in thousands) 36,366 31,319 8,248 6,352
Vehicle Utilization 80 % 80 % 76 % 77 %
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

Americas RAC International RAC
Six Months Ended June 30,
2022 2021 2022 2021
Transaction Days (in thousands) 54,739 45,243 11,326 9,291
Average Rentable Vehicles (in whole units) 386,363 320,232 86,508 67,478
Number of days in period (in whole units) 181 181 181 181
Available Car Days (in thousands) 69,952 58,000 15,664 12,216
Vehicle Utilization 78 % 78 % 72 % 76 %
THE HERTZ CORPORATION AND SUBSIDIARIES

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


	Americas RAC				International RAC
	Six Months Ended June 30,
	2023		2022		2023		2022
Transaction Days (in thousands)	60,348		54,739		13,145		11,326
Average Rentable Vehicles (in whole units)	412,717		386,363		95,834		86,508
Number of days in period (in whole units)	181		181		181		181
Available Car Days (in thousands)	74,725		69,952		17,354		15,664
Vehicle Utilization	81	%	78	%	76	%	72	%

(d)Total RPD is calculated as revenues with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates ("Total Revenues - adjusted for foreign currency"), divided by the total number of Transaction Days. As discussed above, effective in the third quarter of 2021, we revised our calculation of Total RPD to include ancillary retail vehicle sales revenues, and accordingly, prior periods have been restated to conform with the revised definition. Our management believes eliminating the effect of fluctuations in foreign currency exchange rates is useful in analyzing underlying trends. The calculation of Total RPD is shown below:


		Americas RAC				International RAC					Americas RAC				International RAC
		Three Months Ended June 30,									Three Months Ended June 30,
($ in millions, except as noted)	($ in millions, except as noted)	2022		2021		2022		2021		($ in millions, except as noted)	2023		2022		2023		2022
Revenues	Revenues	$	1,973	$	1,643	$	371	$	230	Revenues	$	2,015	$	1,973	$	422	$	371

Foreign currency adjustment(1)	Foreign currency adjustment(1)	—		(1)		18		(12)		Foreign currency adjustment(1)	(1)		(4)		(8)		(8)
Total Revenues - adjusted for foreign currency	Total Revenues - adjusted for foreign currency	$	1,973	$	1,642	$	389	$	218	Total Revenues - adjusted for foreign currency	$	2,014	$	1,969	$	414	$	363
Transaction Days (in thousands)	Transaction Days (in thousands)	29,160		24,992		6,284		4,893		Transaction Days (in thousands)	32,469		29,160		7,237		6,284
Total RPD (in dollars)		$	67.67	$	65.70	$	61.96	$	44.45
Total RPD (in whole dollars)										Total RPD (in whole dollars)	$	62.03	$	67.52	$	57.16	$	57.77

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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


		Americas RAC				International RAC					Americas RAC				International RAC
		Six Months Ended June 30,									Six Months Ended June 30,
($ in millions, except as noted)	($ in millions, except as noted)	2022		2021		2022		2021		($ in millions, except as noted)	2023		2022		2023		2022
Revenues	Revenues	$	3,531	$	2,610	$	623	$	415	Revenues	$	3,745	$	3,531	$	739	$	623

Foreign currency adjustment(1)	Foreign currency adjustment(1)	—		(1)		21		(22)		Foreign currency adjustment(1)	(2)		(7)		(11)		(23)
Total Revenues - adjusted for foreign currency	Total Revenues - adjusted for foreign currency	$	3,531	$	2,609	$	644	$	393	Total Revenues - adjusted for foreign currency	$	3,743	$	3,524	$	728	$	600
Transaction Days (in thousands)	Transaction Days (in thousands)	54,739		45,243		11,326		9,291		Transaction Days (in thousands)	60,348		54,739		13,145		11,326
Total RPD (in whole dollars)	Total RPD (in whole dollars)	$	64.50	$	57.67	$	56.82	$	42.31	Total RPD (in whole dollars)	$	62.03	$	64.39	$	55.37	$	52.98

(1)Based on December 31, ~~2021~~2022 foreign currency exchange rates for all periods presented.

(e) Total RPU Per Month is calculated as Total Revenues - adjusted for foreign currency divided by the Average Rentable Vehicles in each period and then divided by the number of months in the period reported. As discussed above, effective in the third quarter 2021, we revised our calculation of Total RPU to include ancillary retail vehicle sales revenues and effective in the first quarter of 2022, we revised our calculation of Total RPU to use Average Rentable Vehicles as the denominator. Accordingly, prior periods have been restated to conform with the revised definition.

Americas RAC International RAC
Three Months Ended June 30,
($ in millions, except as noted) 2022 2021 2022 2021
Total Revenues - adjusted for foreign currency $ 1,973 $ 1,642 $ 389 $ 218
Average Rentable Vehicles (in whole units) 399,588 344,150 90,648 69,807
Total revenue per unit (in whole dollars) $ 4,938 $ 4,771 $ 4,295 $ 3,116
Number of months in period (in whole units)
3 3 3 3
Total RPU Per Month (in whole dollars) $ 1,646 $ 1,590 $ 1,432 $ 1,039


		Americas RAC				International RAC					Americas RAC				International RAC
		Six Months Ended June 30,									Three Months Ended June 30,
($ in millions, except as noted)	($ in millions, except as noted)	2022		2021		2022		2021		($ in millions, except as noted)	2023		2022		2023		2022
Total Rental Revenues		$	3,531	$	2,609	$	644	$	393
Total Revenues - adjusted for foreign currency										Total Revenues - adjusted for foreign currency	$	2,014	$	1,969	$	414	$	363
Average Rentable Vehicles (in whole units)	Average Rentable Vehicles (in whole units)	386,363		320,232		86,508		67,478		Average Rentable Vehicles (in whole units)	431,921		399,588		101,892		90,648
Total revenue per unit (in whole dollars)	Total revenue per unit (in whole dollars)	$	9,139	$	8,147	$	7,440	$	5,825	Total revenue per unit (in whole dollars)	$	4,663	$	4,928	$	4,060	$	4,005
Number of months in period (in whole units)	Number of months in period (in whole units)	6		6		6		6		Number of months in period (in whole units)	3		3		3		3
Total RPU Per Month (in whole dollars)	Total RPU Per Month (in whole dollars)	$	1,523	$	1,358	$	1,240	$	971	Total RPU Per Month (in whole dollars)	$	1,554	$	1,643	$	1,353	$	1,335

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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


	Americas RAC				International RAC
	Six Months Ended June 30,
($ in millions, except as noted)	2023		2022		2023		2022
Total Rental Revenues	$	3,743	$	3,524	$	728	$	600
Average Rentable Vehicles (in whole units)	412,717		386,363		95,834		86,508
Total revenue per unit (in whole dollars)	$	9,070	$	9,122	$	7,595	$	6,936
Number of months in period (in whole units)	6		6		6		6
Total RPU Per Month (in whole dollars)	$	1,512	$	1,520	$	1,266	$	1,156

(f) Depreciation Per Unit Per Month represents the amount of average depreciation expense and lease charges, per vehicle per month and is calculated as depreciation of revenue earning vehicles and lease charges, net, with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates, divided by the Average Vehicles in each period, which is determined using a simple average of the number of vehicles at the beginning and end of a period, and then dividing by the number of months in the period reported. Our management believes eliminating the effect of fluctuations in foreign currency exchange rates is useful in analyzing underlying trends. The calculation of Depreciation Per Unit Per Month is shown below:


		Americas RAC				International RAC					Americas RAC				International RAC
		Three Months Ended June 30,									Three Months Ended June 30,
($ in millions, except as noted)	($ in millions, except as noted)	2022		2021		2022		2021		($ in millions, except as noted)	2023		2022		2023		2022
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	61	$	80	$	45	$	36	Depreciation of revenue earning vehicles and lease charges, net	$	272	$	61	$	57	$	45
Foreign currency adjustment(1)	Foreign currency adjustment(1)	—		1		3		(2)		Foreign currency adjustment(1)	—		1		(1)		(1)
Adjusted depreciation of revenue earning vehicles and lease charges	Adjusted depreciation of revenue earning vehicles and lease charges	$	61	$	81	$	48	$	34	Adjusted depreciation of revenue earning vehicles and lease charges	$	272	$	62	$	56	$	44
Average Vehicles (in whole units)	Average Vehicles (in whole units)	422,113		350,122		91,194		71,044		Average Vehicles (in whole units)	457,405		422,113		103,872		91,194
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	$	145	$	231	$	526	$	480	Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	$	595	$	146	$	539	$	479
Number of months in period (in whole units)	Number of months in period (in whole units)	3		3		3		3		Number of months in period (in whole units)	3		3		3		3
Depreciation Per Unit Per Month (in whole dollars)	Depreciation Per Unit Per Month (in whole dollars)	$	49	$	77	$	172	$	160	Depreciation Per Unit Per Month (in whole dollars)	$	198	$	49	$	180	$	160


		Americas RAC				International RAC					Americas RAC				International RAC
		Six Months Ended June 30,									Six Months Ended June 30,
($ in millions, except as noted)	($ in millions, except as noted)	2022		2021		2022		2021		($ in millions, except as noted)	2023		2022		2023		2022
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	(32)	$	290	$	79	$	69	Depreciation of revenue earning vehicles and lease charges, net	$	621	$	(32)	$	89	$	79
Foreign currency adjustment(1)	Foreign currency adjustment(1)	—		1		3		(4)		Foreign currency adjustment(1)	1		—		(2)		(3)
Adjusted depreciation of revenue earning vehicles and lease charges	Adjusted depreciation of revenue earning vehicles and lease charges	$	(32)	$	291	$	82	$	65	Adjusted depreciation of revenue earning vehicles and lease charges	$	622	$	(32)	$	87	$	76
Average Vehicles (in whole units)	Average Vehicles (in whole units)	409,867		325,364		87,392		69,019		Average Vehicles (in whole units)	435,194		409,867		97,709		87,392
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	$	(78)	$	894	$	934	$	948	Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	$	1,429	$	(77)	$	895	$	869
Number of months in period (in whole units)	Number of months in period (in whole units)	6		6		6		6		Number of months in period (in whole units)	6		6		6		6
Depreciation Per Unit Per Month (in whole dollars)	Depreciation Per Unit Per Month (in whole dollars)	$	(13)	$	149	$	156	$	158	Depreciation Per Unit Per Month (in whole dollars)	$	238	$	(13)	$	149	$	145

(1)Based on December 31, ~~2021~~2022 foreign currency exchange rates for all periods presented.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

LIQUIDITY AND CAPITAL RESOURCES

Our U.S. and international operations are funded by cash provided by operating activities and by extensive financing arrangements ~~both debt and equity,~~ maintained by us in the U.S. and internationally.

Cash and Cash Equivalents

As of June 30, ~~2022,~~2023, we had ~~$1.0 billion~~$681 million of cash and cash equivalents and ~~$522~~$484 million of restricted cash and cash equivalents. As of June 30, ~~2022, $321~~2023, $267 million of cash and cash equivalents and ~~$91~~$62 million of restricted cash and cash equivalents were held by our subsidiaries outside of the U.S. We do not assert permanent reinvestment with respect to our non-U.S. earnings, and if not in the form of loan repayments or subject to favorable tax treaties, repatriation of some of these funds under current regulatory and tax law for use in domestic operations could expose us to additional cash taxes.

We believe that cash and cash equivalents generated by our operations and cash received on the disposal of vehicles, together with amounts available under various liquidity facilities and refinancing options available to us in the capital markets, will be sufficient to fund our operating activities and obligations for the next twelve months.

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

Cash Flows - Hertz

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Hertz had cash and cash equivalents of ~~$1.0 billion~~$681 million and ~~$2.3 billion,~~$943 million, respectively, and restricted cash and cash equivalents of ~~$522~~$484 million and ~~$393~~$475 million, respectively. The following table summarizes the net change in cash and cash equivalents and restricted cash and cash equivalents for the periods shown:


		Six Months Ended June 30,							Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		$ Change		(In millions)	2023		2022		$ Change
Cash provided by (used in):	Cash provided by (used in):							Cash provided by (used in):
Operating activities	Operating activities	$	1,330	$	465	$	865	Operating activities	$	1,057	$	1,330	$	(273)
Investing activities	Investing activities	(3,251)		(2,316)		(935)		Investing activities	(3,725)		(3,251)		(474)
Financing activities	Financing activities	859		3,004		(2,145)		Financing activities	2,402		859		1,543
Effect of exchange rate changes	Effect of exchange rate changes	(25)		(8)		(17)		Effect of exchange rate changes	13		(25)		38
Net change in cash and cash equivalents and restricted cash and cash equivalents	Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(1,087)	$	1,145	$	(2,232)	Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(253)	$	(1,087)	$	834

During the first half of ~~2022,~~2023, cash flows from operating activities ~~increased by $865~~decreased $273 million period over period due primarily to a ~~$758~~$309 million change in working capital accounts, partially offset by a $36 million change in net income, ~~attributable to Hertz,~~ as adjusted for non-cash and non-operating ~~items, and a $107 million change in working capital accounts.~~items. Cash flows from working capital accounts ~~increased~~decreased due primarily to ~~the reduction of reorganization items~~higher value added tax receivables in 2023 associated with fleet acquisitions and ~~professional fees and the elimination of certain expense prepayment requirements while~~a decrease in ~~Chapter 11, partially offset by the payment of~~accrued liabilities due in part to bankruptcy claims in 2022 ~~that had been previously deferred~~ and ~~subject to compromise while~~incentive payments in ~~Chapter 11 in 2021.~~2023.

Our primary investing activities relate to the acquisition and disposal of revenue earning vehicles. During the first half of ~~2022,~~2023, there was a ~~$935~~$474 million increase in the cash used in investing activities period over period due primarily to ~~$818~~an $575 million increase in revenue earning vehicle expenditures, net primarily resulting from increased vehicle acquisition costs in our International RAC segment and lower per unit gains recognized on vehicle dispositions in the 2023 period in our Americas RAC segment, partially offset by $168 million of net proceeds received in 2023 from the ~~Donlen Sale~~sale of certain non-vehicle capital assets as disclosed in ~~2021 with no comparable~~Note 3, "Divestitures," in ~~the 2022 period and a $265 million net increase in cash expenditures primarily resulting from the acquisition~~Part I, Item 1 of vehicles to meet increased travel demand, partially offset by $208 million related to cash collateral payments, net of returns, for certain outstanding letters of credit upon emergence from bankruptcy in 2021.this Quarterly Report.

Net financing cash inflows were ~~$859 million~~$2.4 billion in the first half of ~~2022~~2023 compared to ~~cash inflows of $3.0 billion~~$859 million in the ~~2021~~2022 period. The ~~$2.1~~$1.5 billion ~~decrease~~increase in cash inflows ~~was~~is due in part to a ~~$5.6~~$1.4 billion ~~contribution from Hertz Holdings~~reduction in ~~2021 with no comparable in 2022, $1.6 billion of~~ dividends paid to Hertz Holdings ~~to fund~~in 2023 primarily used for share repurchases and a $501 million increase in ~~2022, partially offset by $4.9 billion of~~ net proceeds ~~primarily related to the issuance of new vehicle~~from non-vehicle debt ~~in 2022.~~

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

resulting primarily from a draw on the First Lien RCF in the second quarter of 2023, partially offset by a decrease of $406 million in net proceeds from vehicle debt resulting from less issuances in 2023 versus 2022.

Cash Flows - Hertz Global

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Hertz Global had cash and cash equivalents of ~~$1.0 billion~~$682 million and ~~$2.3 billion,~~$943 million, respectively, and restricted cash and cash equivalents of ~~$522~~$484 million and ~~$393~~$475 million, respectively. The following table summarizes the net change in cash and cash equivalents and restricted cash and cash equivalents for the periods shown:


		Six Months Ended June 30,							Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		$ Change		(In millions)	2023		2022		$ Change
Cash provided by (used in):	Cash provided by (used in):							Cash provided by (used in):
Operating activities	Operating activities	$	1,329	$	465	$	864	Operating activities	$	1,059	$	1,329	$	(270)
Investing activities	Investing activities	(3,251)		(2,316)		(935)		Investing activities	(3,725)		(3,251)		(474)
Financing activities	Financing activities	859		2,976		(2,117)		Financing activities	2,401		859		1,542
Effect of exchange rate changes	Effect of exchange rate changes	(25)		(8)		(17)		Effect of exchange rate changes	13		(25)		38
Net change in cash and cash equivalents and restricted cash and cash equivalents	Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(1,088)	$	1,117	$	(2,205)	Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(252)	$	(1,088)	$	836

Fluctuations in operating, investing and financing cash flows from period to period were due to the same factors as those disclosed for Hertz above, with the exception of cash inflows or outflows related to the repurchase of our common stock and the exercise of Public Warrants as disclosed in Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," in Part I, Item 1 of this Quarterly Report.

~~Equity Financing~~

Share Repurchase Programs for Common Stock

In November 2021, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, the 2021 Share Repurchase Program that authorized the repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock. Between January 1, 2022 and June 30, 2022, a total of 80,677,021 shares of Hertz Global's common stock were repurchased at an average share price of $19.74 for an aggregate purchase price of $1.6 billion. During the second quarter of 2022, the ~~Company completed the~~ 2021 Share Repurchase ~~Program.~~Program was completed. A total of 97,783,047 shares of Hertz Global common stock were repurchased since the inception of ~~this program~~the 2021 Share Repurchase Program for an aggregate purchase price of $2.0 billion. ~~These amounts are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2022.~~

In June 2022, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, the 2022 Share Repurchase Program that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. InDuring the three and six months ended June ~~2022,~~30, 2023, a total of ~~1,207,930~~6,266,607 and 12,002,255 shares of Hertz Global's common stock were repurchased under ~~this program~~the 2022 Share Repurchase Program at an average share price of ~~$16.56~~$15.96 and $16.67 for an aggregate purchase price of ~~$20 million. These amounts are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as~~$100 million and $200 million, excluding applicable excise tax, respectively. As of June 30, ~~2022.~~

Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022 in Part I, Item I of this Quarterly Report.

Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Debt Financing

~~Vehicle~~Non-vehicle Debt ~~Financing~~

In ~~January 2022,~~March 2023, Hertz increased the aggregate committed amount of the First Lien RCF from $1.9 billion to $2.0 billion.

In May 2023, Hertz amended the First Lien Credit Agreement to change the benchmark interest rate on the Term B Loan and the Term C Loan from USD LIBOR to SOFR in connection with the cessation of USD LIBOR.

Vehicle Debt

Americas RAC

HVF III U.S. ABS Program

The following HVF III Series ~~2022-1~~2023 Fixed Rate Rental Car Asset Backed Notes were issued in March 2023:

•HVF III Series 2023-1 Notes in an aggregate principal amount of ~~$750~~$500 million. At the time of issuance, Hertz, an affiliate of HVF III, purchased the Class D Notes ~~and as a result approximately $98 million of the aggregate principal amount is eliminated in consolidation. In July 2022, $81 million of the Series 2022-1 Class D Notes were sold to a third party.~~

~~In January 2022, HVF III Series 2022-2 Notes were issued~~ in an aggregate principal amount of ~~$750 million. Hertz purchased~~$40 million, and accordingly, the ~~Class D Notes, and as a result approximately $98 million of the aggregate~~related principal amount is eliminated in consolidation.

•

~~In January 2022, the Australian Securitization was amended to increase the aggregate maximum borrowings to AUD250 million and to extend the maturity to April 2024.~~

~~In March 2022,~~ HVF III Series ~~2022-3~~2023-2 Notes ~~were issued~~ in an aggregate principal amount of ~~$383~~$300 million. Hertz purchased the Class D Notes, and as a result approximately $50 million of the aggregate principal amount is eliminated in consolidation. In July 2022, all of the Series 2022-3 Class D Notes were sold to a third party.

~~In March 2022,~~There is subordination within each of the preceding series based on class. Proceeds from the issuance of the HVF III Series ~~2022-4~~2023-1 Notes ~~were issued in an aggregate principal amount of $667 million. Hertz purchased the Class D Notes,~~ and ~~as a result approximately $87 million of the aggregate principal amount is eliminated in consolidation.~~

~~In March 2022,~~ HVF III Series ~~2022-5~~2023-2 Notes were ~~issued in an aggregate principal amount of $364 million. Hertz purchased the Class D Notes, and as a result approximately $47 million of the aggregate principal amount is eliminated in consolidation.~~

~~In March 2022, an increase~~used to ~~the commitments for~~repay amounts outstanding on the Series 2021-A Notes ~~was made, increasing~~and for the purchase or refinancing of electric vehicles.

The HVF III Series 2021-A Notes were amended in June 2023 to increase the maximum principal amount that may be outstanding from ~~$3.0~~$3.9 billion to ~~$3.2~~$4.1 billion. Additionally, the maturity dates of the Series 2021-A Class A Notes and Class B Notes were extended to June 2025 and August 2025, respectively.

~~In March 2022, Hertz U.K. Limited amended the U.K. Toyota Financing Facility to increase aggregate maximum borrowings from £10 million to £25 million and extended the maturity to October 2022.~~Repurchase Facilities

~~In April 2022, Hertz New Zealand Holdings Limited, an indirect, wholly-owned subsidiary~~As of ~~Hertz, amended its credit agreement to extend~~June 30, 2023, transactions totaling $115 million were outstanding under the ~~maturity to June 2024.~~Repurchase Facilities.

~~In April 2022,~~ Hertz ~~U.K. Limited~~Canadian Securitization

The Hertz Canadian Securitization was amended ~~the U.K. Financing Facility~~in June 2023 to provide for aggregate maximum borrowings of upCAD$475 million and extended the maturity date to ~~£120~~June 2025. Additionally, the Hertz Canadian Securitization was amended to provide for aggregate maximum borrowings of CAD$575 million for a seasonal commitment period through ~~October 2022.~~November 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to ~~£100~~CAD$475 million. ~~Additionally, the U.K. Financing Facility~~

International RAC

New Zealand RCF

The New Zealand RCF was amended in March 2023 to extend ~~the maturity of the~~its seasonal commitment period and provide for aggregate maximum borrowings of ~~£100~~NZD$80 million with step downs in committed capacity through May 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings reverted to ~~October 2023.~~NZD$60 million.

In May 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.2 billion to $3.6 billion. In June 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.6 billion to $3.8 billion. Additionally, the maturity date of the Series 2021-A Notes Class A Notes was extended to June 2024.

In June 2022, Hertz entered into the Repurchase Facility, whereby Hertz may sell the HVF III Series 2022 Class D Notes to the Repurchase Facility counterparty and repurchase such notes from time to time. Transactions occurring under the Repurchase Facility are based on mutually agreeable terms and prevailing rates. As of June 30, 2022, transactions totaling $236 million were outstanding under the Repurchase Facility and such transactions bear interest at a rate of SOFR plus 150 basis points and have a 30-day tenor.Australian Securitization

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

InThe Australian Securitization was amended in June ~~2022,~~2023 to provide for aggregate maximum borrowings of AUD$340 million and the ~~Hertz Canadian Securitization~~maturity date extended to June 2025.

U.K. Financing Facility

The U.K. Financing Facility was amended in June 2023 to provide for aggregate maximum borrowings of £135 million and the maturity date extended to November 2024. Additionally, the U.K. Financing Facility was amended to provide for aggregate maximum borrowings of ~~CAD$450~~£155 million for a seasonal commitment period through ~~November 2022.~~October 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to ~~CAD$350~~£135 million. ~~Additionally, the Hertz Canadian Securitization was amended to extend the maturity of the aggregate maximum borrowings of CAD$350 million to June 2024.~~

~~In July 2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.8 billion to $3.9 billion.~~

~~Non-vehicle Debt Financing~~

In March 2022, Hertz increased the aggregate committed amount of the First Lien RCF from $1.3 billion to $1.5 billion and the sublimit for letters of credit from $1.1 billion to $1.4 billion and amended the First Lien RCF to change the benchmark from USD LIBOR to the SOFR based rate. In May 2022, Hertz increased the aggregate committed amount of the First Lien RCF from $1.5 billion to $1.7 billion and the sublimit for letters of credit from $1.4 billion to $1.6 billion. In June 2022, Hertz increased the aggregate committed amount of the First Lien RCF from $1.7 billion to $1.9 billion and the sublimit for letters of credit from $1.6 billion to $1.8 billion.

Substantially all of our revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor of the lenders under the various credit facilities, other secured financings and asset-backed securities programs. None of the value of such assets (including the assets owned by Hertz Vehicle Financing III LLC and various international subsidiaries that facilitate our international securitizations) will be available to satisfy the claims of unsecured creditors unless the secured creditors are paid in full.

Refer to Note 5, "Debt," in Part I, Item 1 of this Quarterly Report for information on our outstanding debt obligations and our borrowing capacity and availability under our revolving credit facilities as of June 30, ~~2022.~~2023. Cash paid for interest on vehicle debt during the first half of 2023 and 2022 ~~and 2021~~ was ~~$92~~$207 million and ~~$203~~$92 million, respectively. The ~~$111~~$115 million ~~decrease~~increase in cash paid for vehicle debt interest is due primarily to ~~the payoff~~higher debt levels and ~~termination of vehicle debt in accordance with the Plan of Reorganization in 2021 and lower average rates from the issuance of HVF III ABS Notes.~~higher interest rates. Cash paid for interest on non-vehicle debt during the first half of 2023 and 2022 ~~and 2021~~ was ~~$74~~$117 million and ~~$158~~$74 million, respectively. The ~~$84~~$43 million ~~decrease~~increase in cash paid for non-vehicle debt interest is due primarily to ~~the payoff and termination of non-vehicle debt in accordance with the Plan of Reorganization in 2021.~~higher benchmark rates, partially offset by interest income due to higher market rates.

Our available corporate liquidity, which excludes unused commitments under our vehicle debt, was as follows:


(In millions)	(In millions)	June 30, 2022		December 31, 2021		(In millions)	June 30, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	1,041	$	2,257	Cash and cash equivalents	$	681	$	943
Availability under the First Lien RCF	Availability under the First Lien RCF	1,449		925		Availability under the First Lien RCF	745		1,514
Corporate liquidity	Corporate liquidity	$	2,490	$	3,182	Corporate liquidity	$	1,426	$	2,457

Letters of Credit

As of June 30, ~~2022,~~2023, there were outstanding standby letters of credit totaling ~~$701 million~~$1.0 billion comprised primarily of $245 million issued under the Term C Loan and ~~$441~~$755 million issued under the First Lien RCF. As of June 30, ~~2022,~~2023, no capacity remains to issue letters of credit under the Term C Loan. Such letters of credit have been issued primarily to ~~support our insurance programs and to~~ provide credit enhancement for our asset-backed securitization facilities and to support our insurance programs, as well as to support our vehicle rental concessions and leaseholds. As of June 30, ~~2022,~~2023, none of the issued letters of credit ~~have been drawn upon.~~

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

were drawn.

Covenants

The First Lien Credit Agreement requires us to comply with the following financial covenant: a First Lien Ratio of less than or equal to 3.00 to 1.00 in the first and last quarters of the calendar year and 3.50 to 1.00 in the second and third quarters of the calendar year. ~~This financial covenant was effective beginning in the third quarter of 2021.~~ As of June 30, ~~2022,~~2023, we were in compliance with the First Lien Ratio.

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

customary negative covenants, including, among other things, the incurrence of liens, indebtedness, asset dispositions and restricted payments. As of June 30, ~~2022,~~2023, we were in compliance with all covenants in the First Lien Credit Agreement.

Capital Expenditures

Revenue Earning Vehicles Expenditures and Disposals

The table below sets forth our revenue earning vehicles expenditures and related disposal proceeds for the periods shown:


Cash inflow (cash outflow)	Cash inflow (cash outflow)	Revenue Earning Vehicles						Cash inflow (cash outflow)	Revenue Earning Vehicles
(In millions)	(In millions)	Capital Expenditures		Disposal Proceeds		Net Capital Expenditures		(In millions)	Capital Expenditures		Disposal Proceeds		Net Capital Expenditures
2023								2023
First Quarter								First Quarter	$	(2,824)	$	1,206	$	(1,618)
Second Quarter								Second Quarter	(3,719)		1,560		(2,159)

Total								Total	$	(6,543)	$	2,766	$	(3,777)
2022	2022							2022
First Quarter	First Quarter	$	(2,985)	$	1,471	$	(1,514)	First Quarter	$	(2,985)	$	1,471	$	(1,514)
Second Quarter	Second Quarter	(3,104)		1,416		(1,688)		Second Quarter	(3,104)		1,416		(1,688)

Total	Total	$	(6,089)	$	2,887	$	(3,202)	Total	$	(6,089)	$	2,887	$	(3,202)
2021
First Quarter		$	(1,517)	$	686	$	(831)
Second Quarter		(2,619)		513		(2,106)

Total		$	(4,136)	$	1,199	$	(2,937)

The table below sets forth expenditures for revenue earning vehicles, net of disposal proceeds:

Cash inflow (cash outflow) Six Months Ended
June 30,
($ in millions) 2022 2021 $ Change % Change
Americas RAC $ (2,787) $ (2,471) $ (316) 13
International RAC (415) (382) (33) 9
All other operations(1)
— (84) 84 (100)
Total $ (3,202) $ (2,937) $ (265) 9

~~(1) Substantially comprised of our Donlen business, which was sold on March 30, 2021 as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.~~


Cash inflow (cash outflow)	Six Months Ended June 30,
($ in millions)	2023		2022		$ Change		% Change
Americas RAC	$	(3,109)	$	(2,787)	$	(322)	12
International RAC	(668)		(415)		(253)		61
Total	$	(3,777)	$	(3,202)	$	(575)	18

Revenue earning vehicle expenditures increased approximately ~~$2.0 billion,~~$454 million, or ~~47%~~7%, in the first half of ~~2022~~2023 compared to the ~~2021~~2022 period, primarily in our ~~Americas~~International RAC segment, resulting from increased vehicle ~~acquisitions to refresh our fleet following Chapter 11 in 2021.~~acquisition costs. Revenue earning vehicle disposal proceeds ~~increased $1.7 billion~~decreased $121 million for the first half of ~~2022~~2023 compared to the ~~2021~~2022 period resulting primarily from ~~increased~~lower per unit gains recognized on vehicle dispositions ~~due to strength~~ in ~~residual values.~~our Americas RAC segment.

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

Non-Vehicle Capital Asset Expenditures and Disposals

The table below sets forth our non-vehicle capital asset expenditures and related disposal proceeds from non-vehicle capital assets disposed of or to be disposed of for the periods shown:


Cash inflow (cash outflow)	Cash inflow (cash outflow)	Non-Vehicle Capital Assets						Cash inflow (cash outflow)	Non-Vehicle Capital Assets
(In millions)	(In millions)	Capital Expenditures		Disposal Proceeds		Net Capital Expenditures		(In millions)	Capital Expenditures		Disposal Proceeds		Net Capital Expenditures
2023								2023
First Quarter								First Quarter	$	(45)	$	175	$	130
Second Quarter								Second Quarter	(78)		1		(77)

Total								Total	$	(123)	$	176	$	53
2022	2022							2022
First Quarter	First Quarter	$	(30)	$	1	$	(29)	First Quarter	$	(30)	$	1	$	(29)
Second Quarter	Second Quarter	(29)		5		(24)		Second Quarter	(29)		5		(24)

Total	Total	$	(59)	$	6	$	(53)	Total	$	(59)	$	6	$	(53)
2021
First Quarter		$	(9)	$	4	$	(5)
Second Quarter		(8)		6		(2)

Total		$	(17)	$	10	$	(7)

The table below sets forth non-vehicle capital asset expenditures, net of disposal proceeds:


Cash inflow (cash outflow)	Cash inflow (cash outflow)	Six Months Ended June 30,							Cash inflow (cash outflow)	Six Months Ended June 30,
($ in millions)	($ in millions)	2022		2021		$ Change		% Change	($ in millions)	2023		2022		$ Change		% Change
Americas RAC	Americas RAC	$	(45)	$	(3)	$	(42)	NM	Americas RAC	$	108	$	(45)	$	153	NM
International RAC	International RAC	(5)		(1)		(4)		NM	International RAC	(9)		(5)		(4)		80
All other operations(1)		—		(1)		1		(100)
Corporate	Corporate	(3)		(2)		(1)		50	Corporate	(46)		(3)		(43)		NM
Total	Total	$	(53)	$	(7)	$	(46)	NM	Total	$	53	$	(53)	$	106	NM

~~(1) Substantially comprised~~NM - Not meaningful

In the first half of 2023, proceeds for non-vehicle capital assets increased by $170 million compared to 2022, primarily in our ~~Donlen business, which was sold on March 30, 2021~~Americas RAC segment, resulting primarily from the sale of certain non-vehicle capital assets as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.

~~NM - Not meaningful~~

In the first half of ~~2022,~~2023, expenditures for non-vehicle capital assets increased by ~~$42~~$64 million compared to the ~~2021~~2022 period, primarily in our ~~Americas RAC segment, resulting from the restart of location refurbishment projects put on hold during the Chapter 11 Cases.~~corporate operations, driven in part by increased IT-related and electric vehicle charging infrastructure spend.

CONTRACTUAL OBLIGATIONS

As of June 30, ~~2022,~~2023, there have been no material changes outside of the ordinary course of business with respect to our material cash requirements for our known contractual and other obligations as set forth in the table included in Part II, Item 7 of our ~~2021~~2022 Form 10-K. Changes to our aggregate indebtedness, including related interest and terms of new issuances, are disclosed in Note 5, "Debt," in Part I, Item 1 of this Quarterly Report.

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

Indemnification Obligations

There have been no significant changes to our indemnification obligations as compared to those disclosed in Note ~~14,~~15, "Contingencies and Off-Balance Sheet Commitments," in Part II, Item 8 of our ~~2021~~2022 Form 10-K.

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.

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There have been no significant changes due to recently issued accounting pronouncements as compared to those disclosed in Note 2, "Significant Accounting Policies," in Part II, Item 8 of our ~~2021~~2022 Form 10-K.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this Quarterly Report include "forward-looking statements." Forward-looking statements are identified by words such as "believe," "expect," "project," "potential," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts," "guidance" or similar expressions, and include information concerning our liquidity, our results of operations, our business strategies and other information about our business. 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. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of future 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.

Important factors that could affect our actual results and cause them to differ materially from those expressed in forward-looking statements include, among other things, those that may be disclosed from time to time in subsequent reports filed with or furnished to the SEC, those described under Item 1A, "Risk Factors," included in our ~~2021~~2022 Form 10-K and this Quarterly Report and the following, which were derived in part from the risks set forth in Item 1A, "Risk Factors," of our ~~2021~~2022 Form 10-K and this Quarterly Report:

•the length and severity of COVID-19 and the impact on our vehicle rental business as a result of travel restrictions and business closures or disruptions, as well as the impact on our employee retention and talent management strategies;

•the impact of macroeconomic conditions resulting in inflationary cost pressures resulting in labor and supply chain constraints, increased vehicle acquisition costs, and reductions in travel demand, among others;

•our ability to purchase adequate supplies of competitively priced vehicles at a reasonable cost in order to efficiently service rental demand, including as a result of disruptions in the ~~continuing~~ global ~~semiconductor microchip manufacturing shortage (the "Chip Shortage") and other raw material~~ supply ~~constraints;~~

•the impact of the conflict between Russia and Ukraine on supply chains and raw materials for the automotive industry and uncertainty on overall consumer sentiment and travel demand, especially in Europe;

•~~the impact on the value of our non-program vehicles upon disposition when the Chip Shortage and other raw material supply constraints are alleviated;~~chain;

•our ability to attract and retain effective frontline employees, senior management and other key employees;

•levels of travel demand, particularly business and leisure travel in the U.S. and in global markets;

•significant changes in the competitive environment and the effect of competition in our markets on rental volume and pricing;

•occurrences that disrupt rental activity during our peak ~~periods;~~periods particularly in critical geographies;

•our ability to accurately estimate future levels of rental activity and adjust the number and mix of vehicles used in our rental operations accordingly;

•our ability to implement our business strategy or strategic transactions, including our ability to implement plans to support a ~~large scale~~large-scale electric vehicle fleet, execute our rideshare strategy and to play a central role in the modern mobility ecosystem;

•our ability to adequately respond to changes in technology ~~customer demands and market competition;~~impacting the mobility industry;

•the mix of vehicles in our fleet, including but not limited to program and non-program vehicles, ~~in our fleet~~which can lead to increased exposure to residual ~~risk;~~risk upon disposition;

•increases in vehicle holding periods, which may result in additional maintenance costs and lower customer satisfaction;

•financial instability of the manufacturers of our vehicles, which could impact their ability to fulfill obligations under repurchase or guaranteed depreciation programs;

•increases in the level of recall activity by the manufacturers of our vehicles, which may increase our costs and can disrupt our rental activity;

•our access to third-party distribution channels and related prices, commission structures and transaction volumes associated with those channels;

•our ability to offer an excellent customer experience, retain and increase customer loyalty and increase market share;

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

•our ability to ~~dispose of vehicles in the used-vehicle market and use the proceeds of such sales to acquire replacement vehicles;~~

•~~financial instability of the manufacturers of our vehicles, which could impact their ability to fulfill obligations under repurchase or guaranteed depreciation programs;~~

•~~an increase in our vehicle costs or disruption to our rental activity due to safety recalls by the manufacturers of our vehicles;~~

•~~our access to third-party distribution channels and related prices, commission structures and transaction volumes;~~

•~~our ability to offer an excellent customer experience, and retain and increase customer loyalty and market share;~~

•~~our ability to~~ maintain our network of leases and vehicle rental concessions at airports and other key locations in the U.S. and internationally;

•our ability to maintain favorable brand recognition and a coordinated branding and portfolio strategy;

•~~major disruption in~~ our ~~communication or centralized information networks or a failure~~ability to ~~maintain, upgrade~~effectively manage our union relations and ~~consolidate our information technology systems;~~labor agreement negotiations;

•our ability, and that of our key third-party partners, to prevent the misuse or theft of information we possess, including as a result of cyber security breaches and other security threats, as well as ~~our ability~~ to comply with privacy ~~regulations;~~regulations across the globe;

•a major disruption in our communication or centralized information networks or a failure to maintain, upgrade and consolidate our information technology systems;

•risks associated with operating in many different countries, including the risk of a violation or alleged violation of applicable anti-corruption or anti-bribery laws and our ability to repatriate cash from non-U.S. affiliates without adverse tax consequences;

•risks relating to tax laws, including those that affect our ability to offset future tax on fleet dispositions, as well as any adverse determinations or rulings by tax authorities;

•our ability to utilize our net operating loss carryforwards;

•~~risks~~our exposure to uninsured liabilities relating to ~~tax laws, including those that affect our ability to deduct certain business interest expenses~~personal injury, death and ~~offset previously-deferred tax gains, as well as any adverse determinations~~property damage, or ~~rulings by tax authorities;~~otherwise;

•changes in laws, regulations, policies or other activities of governments, agencies and similar organizations, including those related to accounting principles, that affect our operations, our costs or applicable tax rates;

•the recoverability of our goodwill and indefinite-lived intangible assets when performing impairment analysis;

•costs and risks associated with potential litigation and investigations, compliance with and changes in laws and regulations and potential exposures under environmental laws and regulations;

•our ability to comply with ESG regulations, meet increasing ESG expectations of stakeholders, and otherwise achieve ESG goals;

•the availability of additional or continued sources of financing at acceptable rates for our revenue earning vehicles and to refinance our existing ~~indebtedness.~~indebtedness;

•volatility in our stock price and certain provisions of our charter documents which could negatively affect the market price of our common stock;

•our ability to effectively maintain effective internal controls over financial reporting; and

•our ability to implement an effective business continuity plan to protect the business in exigent circumstances.

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 of this Quarterly Report and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 fuel 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.

There have been no material changes to the information reported under Part II, Item 7A of our ~~2021~~2022 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

HERTZ GLOBAL

Evaluation of Disclosure Controls and Procedures

Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that as of June 30, ~~2022,~~2023, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, ~~2022~~2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

HERTZ

Evaluation of Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of certain pending legal proceedings see Note 12, "Contingencies and Off-Balance Sheet Commitments," in Part I, Item 1 of this Quarterly Report.

ITEM 1A. RISK FACTORS

Part I, Item 1A of our ~~2021~~2022 Form 10-K for the year ended December 31, ~~2021,~~2022 includes certain risk factors that could materially affect our business, financial condition or future results. There have been no material changes into those risk ~~factors, except as listed below:~~

~~Risks Related to our Business~~

~~Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine.~~

The global economy has been negatively impacted by the military conflict between Russia and Ukraine. Furthermore, governments in the U.S., United Kingdom, and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. Shortages in materials and increased costs for transportation, energy, and raw material, as well as uncertainty on overall consumer sentiment and travel demand, especially in Europe, are some of the negative impacts of the Russia-Ukraine military conflict on the global economy. In particular, shortages and increased costs relating to raw materials extracted from, or components produced in, Russia and/or Ukraine, which are important to the vehicle manufacturing industry including the production of electric vehicle batteries, may impact vehicle production volumes, delivery schedules and costs. Further escalation of geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and further exacerbate supply chain issues in the automotive industry. In addition, the effects of the ongoing conflict could heighten many of our known risks described in Part I, Item 1A, ~~"Risk Factors"~~ ~~in our 2021 Form 10-K.~~factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides a breakdown of our equity security repurchases during the second quarter of ~~2022.~~2023.

(a)
Total number of shares purchased (b)
Average price paid per share (c)
Total number of shares purchased as part of the publicly announced plan or program (d)
Maximum number (or approximate dollar value) of shares that may yet be purchased under the publicly announced plan or program
(In thousands)
Common Stock
April 1 – April 30, 2022 4,527,052 $ 22.26 4,527,052 $ 769,702
May 1 – May 31, 2022 21,877,455 $ 19.14 21,877,455 $ 351,020
June 1 – June 30, 2022 20,515,479 $ 18.09 20,515,479 $ 1,979,998
Total 46,919,986 $ 18.98 46,919,986 $ 1,979,998


	(a) Total number of shares purchased	(b) Average price paid per share		(c) Total number of shares purchased as part of the publicly announced plan or program	(d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the publicly announced plan or program (In thousands)
Common Stock
April 1 – April 30, 2023	3,940,251	$	15.58	3,940,251	$	1,003,983
May 1 – May 31, 2023	1,330,688	$	16.00	1,330,688	$	982,686
June 1 – June 30, 2023	995,668	$	17.41	995,668	$	965,354
Total	6,266,607	$	15.96	6,266,607	$	965,354

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

quarter of 2022, the ~~Company completed the~~ 2021 Share Repurchase ~~Program.~~Program was completed. A total of 97,783,047 shares of Hertz Global common stock were repurchased since the inception of ~~this program~~the 2021 Share Repurchase Program for an aggregate purchase price of $2.0 billion.

In June 2022, Hertz Global's independent Audit Committee recommended, and its Board of Directors approved, the 2022 Share Repurchase Program that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. InDuring the three and six months ended June ~~2022,~~30, 2023, a total of ~~1,207,930~~6,266,607 and 12,002,255 shares of Hertz Global's common stock were repurchased under ~~this program~~the 2022 Share Repurchase Program at an average share price of ~~$16.56~~$15.96 and $16.67 for an aggregate purchase price of ~~$20 million.~~$100 million and $200 million, excluding applicable excise tax, respectively. As of June 30, 2023, a total of 59,305,264 shares of Hertz Global's common stock have been repurchased since the inception of the 2022 Share Repurchase Program for an aggregate purchase price of $1.0 billion, excluding applicable excise tax.

Repurchases under the 2022 Share Repurchase Program may be made from time to time in the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, in private transactions or otherwise. The authorization does not have a stated expiration date. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company's financial position, earnings, share price, market conditions and other factors. The repurchase program does not obligate Hertz Global to acquire any particular amount of common stock and may be discontinued at any time. There can be no assurance as to the timing or number of any share repurchases.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5. OTHER INFORMATION

The Company’s former Executive Vice President, General Counsel and Secretary, Mr. M. David Galainena retired effective June 30, 2022. On April 25, 2022, the Board of Directors of Hertz Holdings, upon recommendation of its Compensation Committee, approved certain amendments to Mr. Galainena’s compensation in light of his agreement to remain with the Company to facilitate a transition of his duties. The amendments provided Mr. Galainena certain benefits in addition to those to which he is entitled under the severance provisions of the Plan of Reorganization, contingent on his remaining with the Company through June 30, 2022 and executing a release of claims in favor of the Company. Pursuant to the amendments, on June 30, 2022, Mr. Galainena’s last day of employment (the “Employment Termination Date”), (i) he received a cash payment equal to his target bonus for fiscal year 2022, pro-rated through the Employment Termination Date, (ii) an aggregate of 26,667 restricted stock units and 80,000 stock options vested, and (iii) the exercise period for his vested stock options was extended to June 30, 2023.None.

ITEM 6. EXHIBITS

(a)Exhibits:

The attached list of exhibits in the "Exhibit Index" immediately ~~following~~preceding the signature page to this Quarterly Report is filed as part of this Quarterly Report and is incorporated herein by reference in response to this item.

6359

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX


Exhibit Number		Description
10.1	Hertz Holdings Hertz	Amendment No. 6 dated May 3, 2023 to Credit Agreement dated June 30, 2021, by and among The Hertz Corporation and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent.*
10.2	Hertz Holdings Hertz	Second Amended and Restated Series 2021-A Supplement, dated as of June 28, 2023, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, Deutsche Bank AG, New York Branch, as program agent, the several committed note purchasers party thereto, the several conduit investors party thereto, the several funding agents for the investor groups party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541) as filed June 28, 2023).
31.1	Hertz Holdings	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.2	Hertz Holdings	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.3	Hertz	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.4	Hertz	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
32.1	Hertz Holdings	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.2	Hertz Holdings	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
32.3	Hertz	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.4	Hertz	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
101.INS	Hertz Holdings Hertz	InIine XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Hertz Holdings Hertz	Cover Page Interactive Data File (Embedded within the Inline XBRL document)

______________________________________________________________________________

* Filed herewith

** Furnished herewith

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


Date:	July ~~28, 2022~~27, 2023	HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION (Registrants)
		By:	/s/ ~~KENNY CHEUNG~~ALEXANDRA BROOKS
			~~Kenny Cheung~~Alexandra Brooks Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

6461

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~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~EXHIBIT INDEX~~


Exhibit Number		~~Description~~
~~10.1~~	~~Hertz Holdings Hertz~~	Amended and Restated Series 2021-A Supplement, dated as of June 24, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, Deutsche Bank AG, New York Branch, as program agent, the several committed note purchasers party thereto, the several conduit investors party thereto, the several funding agents for the investor groups party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541) as filed June 27, 2022).
~~10.2~~	~~Hertz Holdings Hertz~~	Amendment No. 5 dated June 23, 2022 to Credit Agreement dated June 30, 2021, by and among The Hertz Corporation and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Current Report of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541) as filed June 27, 2022).
~~10.3~~	~~Hertz Holdings Hertz~~	~~Amendment No. 1 dated June 27, 2022 to Base Indenture, dated as of June 29, 2021, between Hertz Vehicle Financing III LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee~~.*
~~10.4~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to Master Motor Vehicle Operating Lease and Servicing Agreement dated as of June 29, 2021, among Hertz Vehicle Financing III LLC, as lessor, The Hertz Corporation, as lessee, servicer and guarantor, DTG Operations, Inc. as lessee, and those permitted lessees from time to time party thereto.*
~~10.5~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to Series 2021-1 Supplement, dated as of June 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee.*
~~10.6~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to Series 2021-2 Supplement, dated as of June 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee.*
~~10.7~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to Series 2022-1 Supplement, dated as of January 19, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee.*
~~10.8~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to 2022-2 Supplement, dated as of January 19, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee.*
~~10.9~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to 2022-3 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee.*
~~10.10~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to 2022-4 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee.*
~~10.11~~	~~Hertz Holdings Hertz~~	Amendment No. 1 dated June 27, 2022 to 2022-5 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee.*
~~10.12~~	~~Hertz Holdings Hertz~~	Amended and Restated Issuer Facility Agreement dated as of June 21, 2022, by and among International Fleet Financing No. 2 B.V., Hertz Europe Limited, Credit Agricole Corporate and Investment Bank, certain committed note purchasers, conduit investors and funding agents named therein, and BNP Paribas Trust Corporation U.K. Limited.*

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~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~EXHIBIT INDEX (Continued)~~


Exhibit Number		~~Description~~
~~10.13~~	~~Hertz Holdings Hertz~~	Amended and Restated Master Definitions and Constructions Agreement dated as off June 21, 2022, by and among International Fleet Financing No. 2 B.V., Hertz Automobielen Nederland B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SL, Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas Securities Services, BNP Paribas S.A., Credit Agricole Corporate and Investment Bank, Hertz Europe Limited, The Hertz Corporation, BNP Paribas Securities Services, Luxembourg Branch, TMF SFS Management BV, TMF France Management SARL, TMF SAS, KPMG S.A., BNP Paribas Trust Corporation UK Limited, BNP Paribas Securities Services, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands Branch, Sanne Trustee Services Limited, certain committed note purchasers, conduit investors and funding agents named therein, Hertz Holdings Netherlands 2 B.V. and Hertz International Limited.*
~~10.14~~	~~Hertz Holdings Hertz~~	Amended and Restated Dutch Master Lease and Servicing Agreement dated as of June 21, 2022, by and among Stuurgroep Fleet (Netherlands) B.V., Hertz Automobielen Nederland B.V., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
~~10.15~~	~~Hertz Holdings Hertz~~	Amended and Restated French Master Lease and Servicing Agreement, dated as of June 21, 2022, by and among RAC Finance SAS., Hertz France SAS., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
~~10.16~~	~~Hertz Holdings Hertz~~	Amended and Restated German Master Lease and Servicing Agreement, dated as of June 21, 2022, by and among Hertz Fleet Limited, Hertz Autovermietung GMBH, those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
~~10.17~~	~~Hertz Holdings Hertz~~	Amended and Restated Spanish Master Lease and Servicing Agreement dated as of June 21, 2022, by and among Stuurgroep Fleet (Netherlands) B.V., Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, Hertz de Espana, S.L.U., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.*
~~10.18~~	~~Hertz Holdings Hertz~~	~~Form of Restricted Stock Unit Agreement~~ ~~(2022)~~ ~~under the 2021 Omnibus Incentive Plan.~~†*
~~10.19~~	~~Hertz Holdings Hertz~~	~~Form of Performance Stock Unit Agreement~~ ~~(2022)~~ ~~under the 2021 Omnibus Incentive Plan.~~†*
~~10.20~~	~~Hertz Holdings Hertz~~	~~Form of~~ ~~Executive~~ ~~Sign-On Performance Stock Unit Agreement under the 2021 Omnibus Incentive Plan~~.†*
~~10.21~~	~~Hertz Holdings Hertz~~	~~Aircraft Time Sharing Agreement dated as of April 22, 2022 between The Hertz Corporation and Stephen M. Scherr.~~†*
~~10.22~~	~~Hertz Holdings Hertz~~	~~Confidential Severance Agreement and General Release of Claims dated June 30, 2022 between The Hertz Corporation and M. David Galainena.~~†*
~~10.23~~	~~Hertz Holdings Hertz~~	~~Confidential Severance Agreement and General Release of Claims dated June 14, 2022 between The Hertz Corporation and Angela Brav.~~†*
~~31.1~~	~~Hertz Holdings~~	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
~~31.2~~	~~Hertz Holdings~~	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
~~31.3~~	~~Hertz~~	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
~~31.4~~	~~Hertz~~	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
~~32.1~~	~~Hertz Holdings~~	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
~~32.2~~	~~Hertz Holdings~~	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
~~32.3~~	~~Hertz~~	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
~~32.4~~	~~Hertz~~	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**

~~Table of Contents~~

~~HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~EXHIBIT INDEX (Continued)~~


Exhibit Number		~~Description~~
~~101.INS~~	Hertz Holdings Hertz	~~InIine XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.~~
~~101.SCH~~	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Schema Document*
~~101.CAL~~	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
~~101.DEF~~	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Definition Linkbase Document*
~~101.LAB~~	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Label Linkbase Document*
~~101.PRE~~	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
~~104~~	Hertz Holdings Hertz	~~Cover Page Interactive Data File (Embedded within the Inline XBRL document)~~

~~______________________________________________________________________________~~

† ~~Indicates management contract or compensatory plan or arrangement~~

* Filed herewith

** Furnished herewith



		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	1
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3634
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	6157
ITEM 4.	Controls and Procedures	6157
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	6258
ITEM 1A.	Risk Factors	6258
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6258
ITEM 3.	Defaults Upon Senior Securities	6359
ITEM 5.	Other Information	6359
ITEM 6.	Exhibits	63
~~SIGNATURE~~		6459
EXHIBIT INDEX		6560
SIGNATURE		61



(In millions)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021


Professional fees and other bankruptcy related costs	$	199	$	257
Loss on extinguishment of debt(1)	191		191
Backstop fee	164		164
Breakup fee(2)	77		77
Contract settlements	25		25
Cancellation of share-based compensation grants(3)	(10)		(10)
Net gain on settlement of liabilities subject to compromise	(11)		(22)
Other, net	(2)		(5)
Reorganization items, net	$	633	$	677