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		~~September 30, 2022~~March 31, 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					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

Nasdaq Global Select

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

Nasdaq Global Select

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 ☒

1As 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

~~October~~April 20, ~~2022~~2023

Hertz Global Holdings, Inc.

Common Stock,

par value $0.01 per share

~~333,952,167~~315,239,847

The Hertz Corporation(1)

Common Stock,

par value $0.01 per share

100

(1)(100% owned by

Rental Car Intermediate Holdings, LLC)

Table of ` Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

Table of ` 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022		2
Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		4
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		5
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		6
The Hertz Corporation and Subsidiaries
Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022		98
Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		109
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		1110
Condensed Consolidated Statements of Changes in Stockholder's Equity (Deficit) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		1211
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~		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	2219

Note 7	Income Tax (Provision) Benefit	2220
Note 8	Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global	2421


Note 9	Stock-Based Compensation	2522
Note 10	Financial Instruments	2724
Note 11	Fair Value Measurements	2825
Note 12	Contingencies and Off-Balance Sheet Commitments	3027

Note 13	~~Related Party Transactions~~	32
~~Note 14~~	Segment Information	32


~~Note 15~~	~~Reorganization Items, Net~~	3529

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	1,006	$	2,258	Cash and cash equivalents	$	728	$	943
Restricted cash and cash equivalents:	Restricted cash and cash equivalents:					Restricted cash and cash equivalents:
Vehicle	Vehicle	203		77		Vehicle	216		180
Non-vehicle	Non-vehicle	299		316		Non-vehicle	298		295
Total restricted cash and cash equivalents	Total restricted cash and cash equivalents	502		393		Total restricted cash and cash equivalents	514		475
Total cash and cash equivalents and restricted cash and cash equivalents	Total cash and cash equivalents and restricted cash and cash equivalents	1,508		2,651		Total cash and cash equivalents and restricted cash and cash equivalents	1,242		1,418
Receivables:	Receivables:					Receivables:
Vehicle	Vehicle	222		62		Vehicle	136		111
Non-vehicle, net of allowance of $46 and $48, respectively		831		696
Non-vehicle, net of allowance of $42 and $45, respectively						Non-vehicle, net of allowance of $42 and $45, respectively	898		863
Total receivables, net	Total receivables, net	1,053		758		Total receivables, net	1,034		974
Prepaid expenses and other assets	Prepaid expenses and other assets	934		1,017		Prepaid expenses and other assets	980		1,155
Revenue earning vehicles:	Revenue earning vehicles:					Revenue earning vehicles:
Vehicles	Vehicles	13,757		10,836		Vehicles	15,746		14,281
Less: accumulated depreciation	Less: accumulated depreciation	(1,734)		(1,610)		Less: accumulated depreciation	(1,888)		(1,786)
Total revenue earning vehicles, net	Total revenue earning vehicles, net	12,023		9,226		Total revenue earning vehicles, net	13,858		12,495
Property and equipment, net	Property and equipment, net	618		608		Property and equipment, net	642		637
Operating lease right-of-use assets	Operating lease right-of-use assets	1,632		1,566		Operating lease right-of-use assets	2,067		1,887
Intangible assets, net	Intangible assets, net	2,883		2,912		Intangible assets, net	2,882		2,887
Goodwill	Goodwill	1,043		1,045		Goodwill	1,044		1,044

Total assets(1)	Total assets(1)	$	21,694	$	19,783	Total assets(1)	$	23,749	$	22,497
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:	Accounts payable:					Accounts payable:
Vehicle	Vehicle	$	112	$	56	Vehicle	$	167	$	79
Non-vehicle	Non-vehicle	502		516		Non-vehicle	553		578
Total accounts payable	Total accounts payable	614		572		Total accounts payable	720		657
Accrued liabilities	Accrued liabilities	955		863		Accrued liabilities	926		911
Accrued taxes, net	Accrued taxes, net	205		157		Accrued taxes, net	173		170
Debt:	Debt:					Debt:
Vehicle	Vehicle	10,097		7,921		Vehicle	11,789		10,886
Non-vehicle	Non-vehicle	2,979		2,986		Non-vehicle	2,975		2,977
Total debt	Total debt	13,076		10,907		Total debt	14,764		13,863
Public Warrants	Public Warrants	737		1,324		Public Warrants	735		617
Operating lease liabilities	Operating lease liabilities	1,556		1,510		Operating lease liabilities	1,977		1,802
Self-insured liabilities	Self-insured liabilities	484		463		Self-insured liabilities	457		472
Deferred income taxes, net	Deferred income taxes, net	1,306		1,010		Deferred income taxes, net	1,223		1,360

Total liabilities(1)	Total liabilities(1)	18,933		16,806		Total liabilities(1)	20,975		19,852
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies

Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.01 par value, no shares issued and outstanding	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, 477,792,170 and 477,233,278 shares issued, respectively, and 341,223,449 and 449,782,424 shares outstanding, respectively		5		5
Treasury stock, at cost, 136,568,721 and 27,450,854 common shares, respectively		(2,821)		(708)
Common stock, $0.01 par value, 479,114,852 and 478,914,062 shares issued, respectively, and 317,948,320 and 323,483,178 shares outstanding, respectively						Common stock, $0.01 par value, 479,114,852 and 478,914,062 shares issued, respectively, and 317,948,320 and 323,483,178 shares outstanding, respectively	5		5
Treasury stock, at cost, 161,166,532 and 155,430,884 common shares, respectively						Treasury stock, at cost, 161,166,532 and 155,430,884 common shares, respectively	(3,237)		(3,136)
Additional paid-in capital	Additional paid-in capital	6,308		6,209		Additional paid-in capital	6,346		6,326
Retained earnings (Accumulated deficit)	Retained earnings (Accumulated deficit)	(372)		(2,315)		Retained earnings (Accumulated deficit)	(60)		(256)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(359)		(214)		Accumulated other comprehensive income (loss)	(280)		(294)

Total stockholders' equity	Total stockholders' equity	2,761		2,977		Total stockholders' equity	2,774		2,645
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	21,694	$	19,783	Total liabilities and stockholders' equity	$	23,749	$	22,497

(1) Hertz Global Holdings, Inc.'s consolidated total assets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 include total assets of variable interest entities (“VIEs”) of ~~$952 million~~$1.4 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 include total liabilities of VIEs of ~~$951 million~~$1.4 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022

Revenues	Revenues	$	2,496	$	2,226	$	6,650	$	5,387	Revenues	$	2,047	$	1,810
Expenses:	Expenses:									Expenses:
Direct vehicle and operating	Direct vehicle and operating	1,282		1,131		3,534		2,855		Direct vehicle and operating	1,221		1,053
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	294		61		341		420		Depreciation of revenue earning vehicles and lease charges, net	381		(59)
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	36		49		105		153		Non-vehicle depreciation and amortization	35		33
Selling, general and administrative	Selling, general and administrative	246		177		738		498		Selling, general and administrative	221		235
Interest expense, net:	Interest expense, net:									Interest expense, net:
Vehicle	Vehicle	27		41		77		243		Vehicle	111		5
Non-vehicle	Non-vehicle	43		22		123		157		Non-vehicle	51		39
Total interest expense, net		70		63		200		400
Interest expense, net										Interest expense, net	162		44

Other (income) expense, net	Other (income) expense, net	(6)		(7)		(6)		(20)		Other (income) expense, net	9		(2)
Reorganization items, net		—		—		—		677
(Gain) from the sale of a business		—		—		—		(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	(73)		(16)		(584)		(16)		Change in fair value of Public Warrants	118		(50)
Total expenses	Total expenses	1,849		1,458		4,328		4,567		Total expenses	1,985		1,254
Income (loss) before income taxes	Income (loss) before income taxes	647		768		2,322		820		Income (loss) before income taxes	62		556
Income tax (provision) benefit	Income tax (provision) benefit	(70)		(160)		(379)		(193)		Income tax (provision) benefit	134		(130)
Net income (loss)	Net income (loss)	577		608		1,943		627		Net income (loss)	$	196	$	426
Net (income) loss attributable to noncontrolling interests		—		(3)		—		(1)
Net income (loss) attributable to Hertz Global		577		605		1,943		626
Dividends on Series A Preferred Stock		—		(34)		—		(34)
Net income (loss) available to Hertz Global common stockholders		$	577	$	571	$	1,943	$	592

Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	355		471		395		264		Basic	321		432
Diluted	Diluted	379		490		421		270		Diluted	323		461
Earnings (loss) per common share:	Earnings (loss) per common share:									Earnings (loss) per common share:
Basic	Basic	$	1.62	$	1.21	$	4.92	$	2.25	Basic	$	0.61	$	0.99
Diluted	Diluted	$	1.33	$	1.13	$	3.22	$	2.14	Diluted	$	0.61	$	0.82

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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Net income (loss)	Net income (loss)	$	577	$	608	$	1,943	$	627	Net income (loss)	$	196	$	426
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	(79)		(24)		(145)		(14)		Foreign currency translation adjustments	14		(7)

Total other comprehensive income (loss)	Total other comprehensive income (loss)	(79)		(24)		(145)		(14)		Total other comprehensive income (loss)	14		(7)
Total comprehensive income (loss)	Total comprehensive income (loss)	498		584		1,798		613		Total comprehensive income (loss)	$	210	$	419
Comprehensive (income) loss attributable to noncontrolling interests		—		(3)		—		(1)
Comprehensive income (loss) attributable to Hertz Global		$	498	$	581	$	1,798	$	612

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
Net income — — — — — 604 — — — 604 3 607
Other comprehensive income (loss) — — — — — — (24) — — (24) — (24)
Rights Offering, net — — 1 — 4 — — — — 4 — 4
Exercise of Public Warrants — — — — 2 — — — — 2 — 2
Distributions to noncontrolling interests, net — — — — — — — — — — (10) (10)
September 30, 2021 2 $ 1,433 472 $ 5 $ 6,482 $ (2,055) $ (226) — $ — $ 4,206 $ 12 $ 4,218

(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."~~


	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	—	—		—	—		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

~~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
Net income (loss) — — — — — 577 — — — 577
Other comprehensive income (loss) — — — — — — (79) — — (79)
Stock-based compensation charges, net of tax — — — — 33 — — — — 33
Public Warrant exercises(1)
— — — — 1 — — — — 1
Share repurchases(2)
— — (27) — — — — 28 (500) (500)
September 30, 2022 — $ — 341 $ 5 $ 6,308 $ (372) $ (359) 137 $ (2,821) $ 2,761



	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, 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)	—	—		(5)	—		—		—		—		6	(101)		(101)

March 31, 2023	—	$	—	318	$	5	$	6,346	$	(60)	$	(280)	161	$	(3,237)	$	2,774

(1) ~~See Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global."~~

~~(2)~~ The amounts presented herein may be rounded to agree to amounts in the unaudited condensed consolidated balance sheet. 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)


		Nine Months Ended September 30,					Three Months Ended March 31,
		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)	$	1,943	$	627	Net income (loss)	$	196	$	426
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	511		506		Depreciation and reserves for revenue earning vehicles, net	466		(20)
Depreciation and amortization, non-vehicle	Depreciation and amortization, non-vehicle	105		153		Depreciation and amortization, non-vehicle	35		33
Amortization of deferred financing costs and debt discount (premium)	Amortization of deferred financing costs and debt discount (premium)	38		109		Amortization of deferred financing costs and debt discount (premium)	14		11
Loss on extinguishment of debt		—		8

Stock-based compensation charges	Stock-based compensation charges	96		2		Stock-based compensation charges	21		28
Provision for receivables allowance	Provision for receivables allowance	42		95		Provision for receivables allowance	20		13
Deferred income taxes, net	Deferred income taxes, net	301		125		Deferred income taxes, net	(135)		103

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	(162)		(2)
Change in fair value of Public Warrants	Change in fair value of Public Warrants	(584)		(16)		Change in fair value of Public Warrants	118		(50)
(Gain) loss on financial instruments		(120)		(1)
Changes in financial instruments						Changes in financial instruments	108		(44)

Other	Other	(2)		(15)		Other	—		1
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Non-vehicle receivables	Non-vehicle receivables	(234)		(223)		Non-vehicle receivables	(50)		(43)
Prepaid expenses and other assets	Prepaid expenses and other assets	(80)		(53)		Prepaid expenses and other assets	(48)		(40)
Operating lease right-of-use assets	Operating lease right-of-use assets	202		203		Operating lease right-of-use assets	78		72
Non-vehicle accounts payable	Non-vehicle accounts payable	(7)		(45)		Non-vehicle accounts payable	(27)		51
Accrued liabilities	Accrued liabilities	183		(43)		Accrued liabilities	29		124
Accrued taxes, net	Accrued taxes, net	52		89		Accrued taxes, net	1		30
Operating lease liabilities	Operating lease liabilities	(223)		(214)		Operating lease liabilities	(84)		(80)
Self-insured liabilities	Self-insured liabilities	38		(13)		Self-insured liabilities	(18)		8
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	2,261		1,208		Net cash provided by (used in) operating activities	562		621
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Revenue earning vehicles expenditures	Revenue earning vehicles expenditures	(7,853)		(5,196)		Revenue earning vehicles expenditures	(2,824)		(2,985)
Proceeds from disposal of revenue earning vehicles	Proceeds from disposal of revenue earning vehicles	4,470		1,945		Proceeds from disposal of revenue earning vehicles	1,206		1,471
Non-vehicle capital asset expenditures	Non-vehicle capital asset expenditures	(104)		(41)		Non-vehicle capital asset expenditures	(45)		(30)
Proceeds from non-vehicle capital assets disposed of or to be disposed of	Proceeds from non-vehicle capital assets disposed of or to be disposed of	10		17		Proceeds from non-vehicle capital assets disposed of or to be disposed of	175		1

Collateral payments		—		(303)

Collateral returned in exchange for letters of credit	Collateral returned in exchange for letters of credit	19		268		Collateral returned in exchange for letters of credit	—		17
Return of (investment in) equity investments	Return of (investment in) equity investments	(15)		—		Return of (investment in) equity investments	—		(15)
Proceeds from the sale of a business, net of cash sold		—		871
Other		—		(1)

Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(3,473)		(2,440)		Net cash provided by (used in) investing activities	(1,488)		(1,541)
Cash flows from financing activities:						Cash flows from financing activities:
Proceeds from issuance of vehicle debt						Proceeds from issuance of vehicle debt	2,061		4,680
Repayments of vehicle debt						Repayments of vehicle debt	(1,190)		(3,492)
Proceeds from issuance of non-vehicle debt						Proceeds from issuance of non-vehicle debt	425		—
Repayments of non-vehicle debt						Repayments of non-vehicle debt	(430)		(5)
Payment of financing costs						Payment of financing costs	(8)		(24)

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)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from financing activities:
Proceeds from issuance of vehicle debt		8,282		10,462
Repayments of vehicle debt		(5,954)		(9,463)
Proceeds from issuance of non-vehicle debt		—		3,139
Repayments of non-vehicle debt		(14)		(6,346)
Payment of financing costs		(42)		(154)
Proceeds from Plan Sponsors		—		2,781
Proceeds from Rights Offering, net		—		1,639
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	(118)		(766)

Share repurchases		(2,152)		—
Early redemption payments		—		(85)
Contributions from (distributions to) noncontrolling interests		—		(25)

Other	Other	(4)		—		Other	(1)		(4)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	119		3,142		Net cash provided by (used in) financing activities	739		392
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	(50)		(22)		Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	11		(1)
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	(1,143)		1,888		Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	(176)		(529)
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	$	1,508	$	3,466	Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,242	$	2,122

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	$	151	$	227	Vehicle	$	96	$	39
Non-vehicle	Non-vehicle	97		181		Non-vehicle	36		17
Income taxes, net of refunds	Income taxes, net of refunds	60		20		Income taxes, net of refunds	11		6

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	$	88	$	7	Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	148	$	82
Sales of revenue earning vehicles included in vehicle receivables	Sales of revenue earning vehicles included in vehicle receivables	198		100		Sales of revenue earning vehicles included in vehicle receivables	117		65

Purchases of non-vehicle capital assets included in accounts payable	Purchases of non-vehicle capital assets included in accounts payable	26		21		Purchases of non-vehicle capital assets included in accounts payable	—		23

Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	7		73		Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	12		5
Public Warrants issuance		—		800

Public Warrant exercises	Public Warrant exercises	3		1		Public Warrant exercises	—		2

Accrual for purchases of treasury shares						Accrual for purchases of treasury shares	4		10

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)~~

Nine Months Ended
September 30,
2022 2021
Accrual for purchases of treasury shares 16 —
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)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	1,006	$	2,257	Cash and cash equivalents	$	728	$	943
Restricted cash and cash equivalents:	Restricted cash and cash equivalents:					Restricted cash and cash equivalents:
Vehicle	Vehicle	203		77		Vehicle	216		180
Non-vehicle	Non-vehicle	299		316		Non-vehicle	298		295
Total restricted cash and cash equivalents	Total restricted cash and cash equivalents	502		393		Total restricted cash and cash equivalents	514		475
Total cash and cash equivalents and restricted cash and cash equivalents	Total cash and cash equivalents and restricted cash and cash equivalents	1,508		2,650		Total cash and cash equivalents and restricted cash and cash equivalents	1,242		1,418
Receivables:	Receivables:					Receivables:
Vehicle	Vehicle	222		62		Vehicle	136		111
Non-vehicle, net of allowance of $46 and $48, respectively		831		695
Non-vehicle, net of allowance of $42 and $45, respectively						Non-vehicle, net of allowance of $42 and $45, respectively	898		863
Total receivables, net	Total receivables, net	1,053		757		Total receivables, net	1,034		974

Prepaid expenses and other assets	Prepaid expenses and other assets	933		1,016		Prepaid expenses and other assets	979		1,154
Revenue earning vehicles:	Revenue earning vehicles:					Revenue earning vehicles:
Vehicles	Vehicles	13,757		10,836		Vehicles	15,746		14,281
Less: accumulated depreciation	Less: accumulated depreciation	(1,734)		(1,610)		Less: accumulated depreciation	(1,888)		(1,786)
Total revenue earning vehicles, net	Total revenue earning vehicles, net	12,023		9,226		Total revenue earning vehicles, net	13,858		12,495
Property and equipment, net	Property and equipment, net	618		608		Property and equipment, net	642		637
Operating lease right-of-use assets	Operating lease right-of-use assets	1,632		1,566		Operating lease right-of-use assets	2,067		1,887
Intangible assets, net	Intangible assets, net	2,883		2,912		Intangible assets, net	2,882		2,887
Goodwill	Goodwill	1,043		1,045		Goodwill	1,044		1,044

Total assets(1)	Total assets(1)	$	21,693	$	19,780	Total assets(1)	$	23,748	$	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	$	112	$	56	Vehicle	$	167	$	79
Non-vehicle	Non-vehicle	502		516		Non-vehicle	553		578
Total accounts payable	Total accounts payable	614		572		Total accounts payable	720		657
Accrued liabilities	Accrued liabilities	940		809		Accrued liabilities	922		890
Accrued taxes, net	Accrued taxes, net	205		157		Accrued taxes, net	172		170
Debt:	Debt:					Debt:
Vehicle	Vehicle	10,097		7,921		Vehicle	11,789		10,886
Non-vehicle	Non-vehicle	2,979		2,986		Non-vehicle	2,975		2,977
Total debt	Total debt	13,076		10,907		Total debt	14,764		13,863
Operating lease liabilities	Operating lease liabilities	1,556		1,510		Operating lease liabilities	1,977		1,802
Self-insured liabilities	Self-insured liabilities	484		463		Self-insured liabilities	457		472
Deferred income taxes, net	Deferred income taxes, net	1,309		1,012		Deferred income taxes, net	1,226		1,363

Total liabilities(1)	Total liabilities(1)	18,184		15,430		Total liabilities(1)	20,238		19,217
Commitments and contingencies	Commitments and contingencies					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	5,135		7,190		Additional paid-in capital	4,747		4,844

Retained earnings (Accumulated deficit)	Retained earnings (Accumulated deficit)	(1,267)		(2,626)		Retained earnings (Accumulated deficit)	(957)		(1,271)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(359)		(214)		Accumulated other comprehensive income (loss)	(280)		(294)

Total stockholder's equity	Total stockholder's equity	3,509		4,350		Total stockholder's equity	3,510		3,279
Total liabilities and stockholder's equity	Total liabilities and stockholder's equity	$	21,693	$	19,780	Total liabilities and stockholder's equity	$	23,748	$	22,496

(1) The Hertz Corporation's consolidated total assets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 include total assets of VIEs of ~~$952 million~~$1.4 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 include total liabilities of VIEs of ~~$951 million~~$1.4 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022

Revenues	Revenues	$	2,496	$	2,226	$	6,650	$	5,387	Revenues	$	2,047	$	1,810
Expenses:	Expenses:									Expenses:
Direct vehicle and operating	Direct vehicle and operating	1,282		1,131		3,534		2,855		Direct vehicle and operating	1,221		1,053
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	294		61		341		420		Depreciation of revenue earning vehicles and lease charges, net	381		(59)
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	36		49		105		153		Non-vehicle depreciation and amortization	35		33
Selling, general and administrative	Selling, general and administrative	246		177		738		498		Selling, general and administrative	221		235
Interest expense, net:	Interest expense, net:									Interest expense, net:
Vehicle	Vehicle	27		41		77		243		Vehicle	111		5
Non-vehicle	Non-vehicle	43		22		123		157		Non-vehicle	51		39
Total interest expense, net		70		63		200		400
Interest expense, net										Interest expense, net	162		44

Other (income) expense, net	Other (income) expense, net	(6)		(7)		(6)		(20)		Other (income) expense, net	9		(2)
Reorganization items, net		—		—		—		513
(Gain) from the sale of a business		—		—		—		(400)
(Gain) on sale of non-vehicle capital assets										(Gain) on sale of non-vehicle capital assets	(162)		—
Total expenses	Total expenses	1,922		1,474		4,912		4,419		Total expenses	1,867		1,304
Income (loss) before income taxes	Income (loss) before income taxes	574		752		1,738		968		Income (loss) before income taxes	180		506
Income tax (provision) benefit	Income tax (provision) benefit	(71)		(156)		(379)		(189)		Income tax (provision) benefit	134		(130)
Net income (loss)	Net income (loss)	503		596		1,359		779		Net income (loss)	$	314	$	376
Net (income) loss attributable to noncontrolling interests		—		(3)		—		(1)
Net income (loss) attributable to Hertz		$	503	$	593	$	1,359	$	778

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 March 31,
	2023		2022
Net income (loss)	$	314	$	376
Other comprehensive income (loss):
Foreign currency translation adjustments	14		(7)







Total other comprehensive income (loss)	14		(7)
Total comprehensive income (loss)	$	328	$	369

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
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) $ 503 $ 596 $ 1,359 $ 779
Other comprehensive income (loss):
Foreign currency translation adjustments (79) (24) (145) (14)
Total other comprehensive income (loss) (79) (24) (145) (14)
Total comprehensive income (loss) 424 572 1,214 765
Comprehensive (income) loss attributable to noncontrolling interests — (3) — (1)
Comprehensive income (loss) attributable to Hertz $ 424 $ 569 $ 1,214 $ 764

~~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
Net income (loss) — — — — 592 — 592 3 595
Contributions from Hertz Holdings — — 4 — — — 4 — 4
Other comprehensive income (loss) — — — — — (24) (24) — (24)
Distributions to noncontrolling interests — — — — — — — (10) (10)
September 30, 2021 100 $ — $ 9,587 $ 65 $ (3,005) $ (226) $ 6,421 $ 12 $ 6,433


	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

~~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 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, net of tax — — 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, net of tax — — 36 — — 36
Dividends paid to Hertz Holdings(2)
— — (881) — — (881)
June 30, 2022 100 — 5,606 (1,770) (280) 3,556
Net income (loss) — — — 503 — 503
Other comprehensive income (loss) — — — — (79) (79)
Stock-based compensation charges, net of tax — — 33 — — 33
Dividends paid to Hertz Holdings(2)
— — (504) — — (504)
September 30, 2022 100 $ — $ 5,135 $ (1,267) $ (359) $ 3,509


	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

(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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


		Nine Months Ended September 30,					Three Months Ended March 31,
		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)	$	1,359	$	779	Net income (loss)	$	314	$	376
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	511		506		Depreciation and reserves for revenue earning vehicles, net	466		(20)
Depreciation and amortization, non-vehicle	Depreciation and amortization, non-vehicle	105		153		Depreciation and amortization, non-vehicle	35		33
Amortization of deferred financing costs and debt discount (premium)	Amortization of deferred financing costs and debt discount (premium)	38		109		Amortization of deferred financing costs and debt discount (premium)	14		11
Loss on extinguishment of debt		—		8

Stock-based compensation charges	Stock-based compensation charges	96		2		Stock-based compensation charges	21		28
Provision for receivables allowance	Provision for receivables allowance	42		95		Provision for receivables allowance	20		13
Deferred income taxes, net	Deferred income taxes, net	301		121		Deferred income taxes, net	(135)		103

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

(Gain) loss on financial instruments		(120)		(1)

(Gain) loss on sale of non-vehicle capital assets						(Gain) loss on sale of non-vehicle capital assets	(162)		(2)
Changes in financial instruments						Changes in financial instruments	108		(44)
Other	Other	(2)		(15)		Other	(1)		1
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Non-vehicle receivables	Non-vehicle receivables	(234)		(223)		Non-vehicle receivables	(49)		(43)
Prepaid expenses and other assets	Prepaid expenses and other assets	(80)		(53)		Prepaid expenses and other assets	(48)		(40)
Operating lease right-of-use assets	Operating lease right-of-use assets	202		203		Operating lease right-of-use assets	78		72
Non-vehicle accounts payable	Non-vehicle accounts payable	(7)		(45)		Non-vehicle accounts payable	(27)		51
Accrued liabilities	Accrued liabilities	183		(43)		Accrued liabilities	29		124
Accrued taxes, net	Accrued taxes, net	52		89		Accrued taxes, net	—		30
Operating lease liabilities	Operating lease liabilities	(223)		(214)		Operating lease liabilities	(84)		(80)
Self-insured liabilities	Self-insured liabilities	38		(13)		Self-insured liabilities	(18)		8
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	2,261		1,208		Net cash provided by (used in) operating activities	561		621
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Revenue earning vehicles expenditures	Revenue earning vehicles expenditures	(7,853)		(5,196)		Revenue earning vehicles expenditures	(2,824)		(2,985)
Proceeds from disposal of revenue earning vehicles	Proceeds from disposal of revenue earning vehicles	4,470		1,945		Proceeds from disposal of revenue earning vehicles	1,206		1,471
Non-vehicle capital asset expenditures	Non-vehicle capital asset expenditures	(104)		(41)		Non-vehicle capital asset expenditures	(45)		(30)
Proceeds from non-vehicle capital assets disposed of or to be disposed of	Proceeds from non-vehicle capital assets disposed of or to be disposed of	10		17		Proceeds from non-vehicle capital assets disposed of or to be disposed of	175		1

Collateral payments		—		(303)

Collateral returned in exchange for letters of credit	Collateral returned in exchange for letters of credit	19		268		Collateral returned in exchange for letters of credit	—		17
Return of (investment in) equity investments	Return of (investment in) equity investments	(15)		—		Return of (investment in) equity investments	—		(15)
Proceeds from the sale of a business, net of cash sold		—		871
Other		—		(1)

Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(3,473)		(2,440)		Net cash provided by (used in) investing activities	(1,488)		(1,541)
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	8,282		10,462		Proceeds from issuance of vehicle debt	2,061		4,680
Repayments of vehicle debt	Repayments of vehicle debt	(5,954)		(9,463)		Repayments of vehicle debt	(1,190)		(3,492)
Proceeds from issuance of non-vehicle debt						Proceeds from issuance of non-vehicle debt	425		—
Repayments of non-vehicle debt						Repayments of non-vehicle debt	(430)		(5)
Payment of financing costs						Payment of financing costs	(8)		(24)

Dividends paid to Hertz Holdings						Dividends paid to Hertz Holdings	(118)		(767)

Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	740		392

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

1312

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Proceeds from issuance of non-vehicle debt		—		3,139
Repayments of non-vehicle debt		(14)		(6,346)
Payment of financing costs		(42)		(154)
Contributions from Hertz Holdings		—		5,642

Early redemption payments		—		(85)
Dividends paid to Hertz Holdings		(2,152)		—
Contributions from (distributions to) noncontrolling interests		—		(25)

Net cash provided by (used in) financing activities		120		3,170
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	(50)		(22)		Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	11		(1)
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	(1,142)		1,916		Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	(176)		(529)
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	$	1,508	$	3,466	Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	1,242	$	2,121

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	$	151	$	227	Vehicle	$	96	$	39
Non-vehicle	Non-vehicle	97		181		Non-vehicle	36		17
Income taxes, net of refunds	Income taxes, net of refunds	60		20		Income taxes, net of refunds	11		6

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	$	88	$	7	Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	148	$	82
Sales of revenue earning vehicles included in vehicle receivables	Sales of revenue earning vehicles included in vehicle receivables	198		100		Sales of revenue earning vehicles included in vehicle receivables	117		65

Purchases of non-vehicle capital assets included in accounts payable	Purchases of non-vehicle capital assets included in accounts payable	26		21		Purchases of non-vehicle capital assets included in accounts payable	—		23

Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	7		73		Revenue earning vehicles and non-vehicle capital assets acquired through finance lease	12		5

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

1413

Table of Contents

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 ~~September 30, 2022~~March 31, 2023 of Hertz Global and Hertz. Hertz Global consolidates Hertz for financial statement purposes, 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 nine months ended September 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. During the nine~~three months ended ~~September 30, 2021,~~March 31, 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 ~~$400~~$133 million ~~net of the impact of foreign currency adjustments,~~ 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 three months ended March 31, 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)	September 30, 2022		December 31, 2021		(In millions)	March 31, 2023		December 31, 2022
Revenue earning vehicles	Revenue earning vehicles	$	12,931	$	10,506	Revenue earning vehicles	$	15,108	$	13,654
Less accumulated depreciation	Less accumulated depreciation	(1,560)		(1,518)		Less accumulated depreciation	(1,752)		(1,649)
		11,371		8,988			13,356		12,005
Revenue earning vehicles held for sale, net(1)	Revenue earning vehicles held for sale, net(1)	652		238		Revenue earning vehicles held for sale, net(1)	502		490
Revenue earning vehicles, net	Revenue earning vehicles, net	$	12,023	$	9,226	Revenue earning vehicles, net	$	13,858	$	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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022
Depreciation of revenue earning vehicles	Depreciation of revenue earning vehicles	$	528	$	249	$	1,282	$	681	Depreciation of revenue earning vehicles	$	422	$	322
(Gain) loss on disposal of revenue earning vehicles	(Gain) loss on disposal of revenue earning vehicles	(238)		(197)		(956)		(290)		(Gain) loss on disposal of revenue earning vehicles	(46)		(387)
Rents paid for vehicles leased	Rents paid for vehicles leased	4		9		15		29		Rents paid for vehicles leased	5		6
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	294	$	61	$	341	$	420	Depreciation of revenue earning vehicles and lease charges, net	$	381	$	(59)

1615

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:


Facility	Facility	Weighted-Average Interest Rate as of September 31, 2022	Fixed or Floating Interest Rate	Maturity	September 30, 2022		December 31, 2021		Facility	Weighted-Average Interest Rate as of March 31, 2023	Fixed or Floating Interest Rate	Maturity	March 31, 2023		December 31, 2022
Non-Vehicle Debt	Non-Vehicle Debt								Non-Vehicle Debt
Term B Loan	Term B Loan	5.80%	Floating	6/2028	$	1,284	$	1,294	Term B Loan	7.90%	Floating	6/2028	$	1,277	$	1,281
Term C Loan	Term C Loan	5.80%	Floating	6/2028	245		245		Term C Loan	7.90%	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	N/A	Floating	6/2026	—		—
Other Non-Vehicle Debt(1)	Other Non-Vehicle Debt(1)	7.87%	Fixed	Various	12		16		Other Non-Vehicle Debt(1)	7.64%	Fixed	Various	8		9
Unamortized Debt Issuance Costs and Net (Discount) Premium	Unamortized Debt Issuance Costs and Net (Discount) Premium				(62)		(69)		Unamortized Debt Issuance Costs and Net (Discount) Premium				(55)		(58)
Total Non-Vehicle Debt	Total Non-Vehicle Debt				2,979		2,986		Total Non-Vehicle Debt				2,975		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)	4.34%	Floating	6/2024	1,823		2,813		HVF III Series 2021-A Class A(2)	6.35%	Floating	6/2024	2,452		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)	3.65%	Fixed	6/2023	188		188
					2,011		3,001						2,640		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)	2.44%	Fixed	6/2025	750		—		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	652		—		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)	3.89%	Fixed	3/2024	383		—		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)	4.22%	Fixed	9/2025	667		—		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		—
					6,769		4,000						7,529		6,769
Vehicle Debt - Other	Vehicle Debt - Other								Vehicle Debt - Other
Repurchase Facility	Repurchase Facility	4.89%	Fixed	10/2022	85		—		Repurchase Facility	6.55%	Fixed	4/2023	114		86
European ABS(2)	European ABS(2)	1.80%	Floating	10/2023	572		395		European ABS(2)	4.65%	Floating	11/2024	843		811
Hertz Canadian Securitization(2)	Hertz Canadian Securitization(2)	5.12%	Floating	6/2024	320		191		Hertz Canadian Securitization(2)	6.51%	Floating	6/2024	288		283
Australian Securitization(2)	Australian Securitization(2)	4.25%	Floating	4/2024	158		128		Australian Securitization(2)	5.28%	Floating	4/2024	159		168
New Zealand RCF	New Zealand RCF	6.22%	Floating	6/2024	34		39		New Zealand RCF	7.78%	Floating	6/2024	50		54
U.K. Financing Facility	U.K. Financing Facility	5.75%	Floating	10/2022-9/2026	100		98		U.K. Financing Facility	6.60%	Floating	4/2023-3/2027	113		101
U.K. Toyota Financing Facility	U.K. Toyota Financing Facility	2.20%	Floating	12/2022-5/2023	44		9		U.K. Toyota Financing Facility	2.20%	Floating	4/2023-11/2023	37		49
Other Vehicle Debt		2.93%	Floating	10/2022-4/2025	72		93
					1,385		953

1716

Table of Contents

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 September 31, 2022	Fixed or Floating Interest Rate	Maturity	September 30, 2022		December 31, 2021		Facility	Weighted-Average Interest Rate as of March 31, 2023	Fixed or Floating Interest Rate	Maturity	March 31, 2023		December 31, 2022
Other Vehicle Debt									Other Vehicle Debt	3.33%	Floating	4/2023 - 2/2027	78		76
													1,682		1,628
Unamortized Debt Issuance Costs and Net (Discount) Premium	Unamortized Debt Issuance Costs and Net (Discount) Premium				(68)		(33)		Unamortized Debt Issuance Costs and Net (Discount) Premium				(62)		(62)
Total Vehicle Debt	Total Vehicle Debt				10,097		7,921		Total Vehicle Debt				11,789		10,886
Total Debt	Total Debt				$	13,076	$	10,907	Total Debt				$	14,764	$	13,863

(1)Other non-vehicle debt is primarily comprised of $8$5 million and ~~$12~~$6 million in finance lease obligations as of ~~September 30, 2022~~March 31, 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 amended the First Lien RCF to change the benchmark from USD LIBOR to the Secured Overnight Financing Rate ("SOFR") based rate.

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

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

In July 2022, Hertz increased the aggregate committed amount of the First Lien RCF by $55 million where the aggregate committed amount remains at $1.9 billion and the sublimit for letters of credit by $55 million where the aggregate sublimit remains at $1.8$2.0 billion.

Vehicle Debt

HVF III U.S. ABS Program

HVF III Series ~~2021-A~~2023-1 Notes: In March ~~2022, an increase to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.0 billion to $3.2 billion.~~

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

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

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

~~HVF III Series 2022-1 Notes: In January 2022,~~2023, Hertz 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 ~~$98~~$40 million, ~~which were subsequently sold to third parties~~and accordingly, the related principal amount is eliminated in ~~July and August 2022.~~consolidation as of March 31, 2023.

HVF III Series 2023-2 Notes: In March 2023, Hertz issued the Series 2023-1 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $300 million.

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

Vehicle Debt-Other

Repurchase Facilities

Beginning in 2022, Hertz entered into and in the future may enter into repurchase agreements related to retained HVF III Series Notes (the "Repurchase Facilities"), whereby Hertz can sell and repurchase at a pre-determined price any of the retained HVF III Series Notes. Transactions occurring under the Repurchase Facilities are based on mutually agreeable terms and prevailing rates. As of March 31, 2023, transactions totaling $114 million were outstanding under Repurchase Facilities.

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

~~HVF III Series 2022-2 Notes: In January 2022, Hertz issued the Series 2022-2 Notes~~NZD$80 million with step downs in ~~four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $750 million.~~

~~HVF III Series 2022-3 Notes~~: In March 2022, Hertz issued the Series 2022-3 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $383 million. At the time of issuance, Hertz purchased the Class D Notes in an aggregate principal amount of $50 million which were subsequently sold to third parties in July 2022.

~~HVF III Series 2022-4 Notes~~: In March 2022, Hertz issued the Series 2022-4 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $667 million. At the time of issuance, Hertz purchased the Class D Notes in an aggregate principal of $87 million which were subsequently sold to third parties in August 2022.

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

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

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

~~(In millions)~~

~~Aggregate Principal Amount~~

~~HVF III Series 2022-2 Class D Notes~~

~~HVF III Series 2022-5 Class D Notes~~

~~Total~~

~~145~~

~~Vehicle Debt-Other~~

~~Repurchase Facility~~

In June 2022, Hertz entered into a repurchase agreement related to the outstanding HVF III Series 2022 Class D Notes (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 September 30, 2022, transactions totaling $85 million were outstanding under the Repurchase Facility and such transactions bear interest at a rate of SOFR plus 185 basis points and have a 30-day tenor.

~~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.~~

~~In October 2022, Hertz New Zealand Holdings Limited amended its credit agreement to provide for aggregate maximum borrowings up to NZD$85 million, for a seasonal commitment period~~committed capacity through ~~March~~May 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to NZD$60 million.

~~Table of Contents~~

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

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

~~Unaudited~~

~~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. 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.~~

~~In July 2022, Hertz U.K. Limited amended the U.K. Toyota Financing Facility to increase aggregate maximum borrowings from £25 million to £42 million and extended the maturity to June 2023.~~

~~Hertz Canadian Securitization~~

In June 2022, 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 million, for a seasonal commitment period through November 2022. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to CAD$350 million. Additionally, the Hertz Canadian Securitization was amended to extend the maturity of the aggregate maximum borrowings of CAD$350 million to June 2024.

Borrowing Capacity and Availability

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

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

The following facilities were available to the Company as of March 31, 2023 and are presented net of any outstanding letters of credit:



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


First Lien RCF	$	1,512	$	1,512
Total Non-Vehicle Debt	1,512		1,512
Vehicle Debt
HVF III Series 2021-A	1,267		—

European ABS	350		—
Hertz Canadian Securitization	—		—
Australian Securitization	8		—

U.K. Financing Facility	10		3
U.K. Toyota Financing Facility	14		2
Total Vehicle Debt	1,649		5
Total	$	3,161	$	1,517

Letters of Credit

As of March 31, 2023, there were outstanding standby letters of credit totaling $749 million comprised primarily of $245 million issued under the term loan "C" facility (the "Term C Loan") and $488 million issued under the First Lien RCF. As of March 31, 2023, no capacity remains to issue letters of credit under the Term C Loan. Such letters of credit have been issued primarily 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 March 31, 2023, none of the issued letters of credit were drawn.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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

(In millions) Remaining
Capacity Availability Under
Borrowing Base
Limitation
Non-Vehicle Debt
First Lien RCF $ 1,572 $ 1,572
Total Non-Vehicle Debt 1,572 1,572
Vehicle Debt
HVF III Series 2021-A 1,897 —
European ABS 159 —
Hertz Canadian Securitization 11 —
Australian Securitization 5 —
U.K. Financing Facility 9 —
U.K. Toyota Financing Facility 2 —
Total Vehicle Debt 2,083 —
Total $ 3,655 $ 1,572

~~Letters of Credit~~

As of September 30, 2022, there were outstanding standby letters of credit totaling $633 million comprised primarily of $245 million issued under the term loan "C" facility (the "Term C Loan") and $373 million issued under the First Lien RCF. As of September 30, 2022, 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, as well as to support the Company's vehicle rental concessions and leaseholds. As of September 30, 2022, none of the issued letters of credit have been drawn upon.

Pledges Related to Vehicle Financing

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

The Company has a 25% ownership interest in IFF No. 2, whose sole purpose is to provide commitments to lend under the European ABS in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF No. 2 is a VIE and the Company is the primary beneficiary; therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the accompanying unaudited condensed consolidated financial statements. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, IFF No. 2 had total assets of ~~$952 million~~$1.4 billion and ~~$734 million,~~$1.3 billion, respectively, comprised primarily of intercompany receivables, and total liabilities of ~~$951 million~~$1.4 billion and ~~$733 million,~~$1.3 billion, respectively, comprised primarily of debt.

~~Table of Contents~~

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

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

~~Unaudited~~

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~~The financial covenant was effective beginning in the third quarter of 2021. As of ~~September 30, 2022,~~March 31, 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 ~~September 30, 2022,~~March 31, 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022
Operating lease income from vehicle rentals	Operating lease income from vehicle rentals	$	2,368	$	2,122	$	6,315	$	5,018	Operating lease income from vehicle rentals	$	1,859	$	1,721
Operating lease income from fleet leasing		—		—		—		149

Variable operating lease income	Variable operating lease income	58		47		159		87		Variable operating lease income	132		44
Revenue accounted for under Topic 842	Revenue accounted for under Topic 842	2,426		2,169		6,474		5,254		Revenue accounted for under Topic 842	1,991		1,765
Revenue accounted for under Topic 606	Revenue accounted for under Topic 606	70		57		176		133		Revenue accounted for under Topic 606	56		45
Total revenues	Total revenues	$	2,496	$	2,226	$	6,650	$	5,387	Total revenues	$	2,047	$	1,810

~~Note 7—Income Tax (Provision) Benefit~~

~~Hertz Global~~

For the three months ended September 30, 2022, Hertz Global recorded a tax provision of $70 million which resulted in an effective tax rate of 11%. For the three months ended September 30, 2021, Hertz Global recorded a tax provision of $160 million, which resulted in an effective tax rate of 21%.

The change in tax in the three months ended September 30, 2022 compared to 2021 is driven by the release of state valuation allowances in 2022, the non-taxable change in fair value of the Public Warrants, and reduced income before income taxes.

For the nine months ended September 30, 2022, Hertz Global recorded a tax provision of $379 million which resulted in an effective tax rate of 16%. For the nine months ended September 30, 2021, Hertz Global recorded a tax provision of $193 million, which resulted in an effective tax rate of 23%.

The change in tax in the nine months of 2022 compared to 2021 is driven by improvements in Hertz Global’s financial performance, as well as the impact of changes to state and foreign valuation allowances, the non-taxable change in fair value of the Public Warrants, non-deductible bankruptcy costs incurred in 2021, and tax benefits associated with the restructuring in Europe recognized in 2021.

2219

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Note 7—Income Tax (Provision) Benefit

Hertz Global

For the three months ended March 31, 2023, Hertz Global recorded a tax benefit of $134 million which resulted in an effective tax rate of (214%).1 For the three months ended March 31, 2022, Hertz Global recorded a tax provision of $130 million, which resulted in an effective tax rate of 23%.

The change in tax in the three months ended March 31, 2023 compared to 2022 is driven by recognition of uncertain tax benefits related to our tax restructuring of European operations and lower pre-tax income, offset by the non-deductibility of change in the fair value of warrants.

As of September 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 Global 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~~related to our tax restructuring of European ~~restructuring qualifies~~operations qualified as an ordinary loss. ~~In May of 2022,~~On February 9, 2023, Hertz Global and the IRS ~~began a review~~agreed to the character and amount of the ~~character~~loss. This resulted in an additional $163 million of ordinary loss recognized in the ~~loss on the European restructuring and their review is ongoing. A favorable outcome from this proceeding could result in a full or partial release of the valuation allowance.~~three months ended March 31, 2023.

On August 16, 2022, the Inflation Reduction Act ~~(IRA)~~("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. ~~The Company~~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 ~~purchased~~placed in service after December 31, 2022. ~~We are expecting~~An estimate of these credits has been included in the ~~U.S. Treasury to issue additional guidance related to these incentives and will complete our analysis of~~tax calculation for the ~~potential impact to the company as additional guidance is published.~~three months ended March 31, 2023.

Hertz

For the three months ended ~~September 30, 2022,~~March 31, 2023, Hertz recorded a tax ~~provision~~benefit of ~~$71~~$134 million which resulted in an effective tax rate of ~~12%~~(74%). For the three months ended ~~September 30, 2021, the Company~~March 31, 2022, Hertz recorded a tax provision of ~~$156~~$130 million, which resulted in an effective tax rate of ~~21%~~26%.

The change in tax in the three months ended ~~September 30, 2022~~March 31, 2023 compared to 2021 is driven by ~~the release~~recognition of ~~state valuation allowances in 2022 and reduced income before income taxes.~~

For the nine months ended September 30, 2022, Hertz recorded a tax provision of $379 million which resulted in an effective tax rate of 22%. For the nine months ended September 30, 2021, the Company recorded a tax provision of $189 million, which resulted in an effective tax rate of 20%.

~~The change in tax in the nine months of 2022 compared to 2021 is driven by improvements in Hertz’s financial performance, as well as~~uncertain tax benefits ~~associated with the~~related to our tax restructuring ~~in Europe recognized in 2021, the impact~~ of ~~changes to state~~European operations and ~~foreign valuation allowances, and non-deductible bankruptcy costs incurred in 2021.~~lower pre-tax income.

As of September 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 of 2022,~~On February 9, 2023, Hertz and the IRS ~~began a review~~agreed to the character and amount of the ~~character~~loss. This resulted in an additional $163 million of ~~the loss on the European restructuring and their review is ongoing. A favorable outcome from this proceeding could result in a full or partial release of the valuation allowance.~~ordinary loss.

On August 16, 2022, the ~~Inflation Reduction Act (IRA)~~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. ~~The Company~~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 electric vehicles ~~purchased~~placed in service after December 31, 2022. ~~We are expecting~~An estimate of these credits has been included in the ~~U.S. Treasury to issue additional guidance related to these incentives and will complete our analysis of~~tax calculation for the ~~potential impact to the company as additional guidance is published.~~three months ended March 31, 2023.

1 Amounts are calculated from the underlying numbers in thousands, and as a result, may not agree to the amounts shown in the Hertz Global Statement of Operations 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 8—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global

Public Warrants

During the three ~~and nine~~ months ended ~~September 30, 2022, 40,815 and 230,705~~March 31, 2023, 27,897 Public Warrants were exercised ~~respectively,~~ of which ~~4,897 and 51,547, respectively,~~19,444 were cashless exercises and ~~35,918 and 179,158, respectively,~~8,453 were exercised for $13.80 per share. As of ~~September 30, 2022,~~March 31, 2023, a cumulative ~~6,270,985~~6,314,136 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. See Note 11, "Fair Value Measurements."

Share Repurchase Programs for Common Stock

In November 2021, Hertz Global's 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. During the second quarter of 2022, the Company completed the 2021 Share Repurchase Program. 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. 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 September 30, 2022.~~

In June 2022, Hertz Global's 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 months ended ~~September 30, 2022,~~March 31, 2023, a total of ~~27,232,916~~5,735,648 shares of Hertz Global's common stock were repurchased under ~~this program~~the 2022 Share Repurchase Program at an average share price of ~~$18.36~~$17.44 for an aggregate purchase price of ~~$500~~$100 million. As of ~~September 30, 2022,~~March 31, 2023, a total of ~~28,440,846~~53,038,657 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 ~~$520~~$935 million. ~~These amounts~~

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

Between ~~October~~April 1, ~~2022~~2023 and ~~October~~April 20, ~~2022,~~2023, a total of ~~7,273,263~~2,691,587 shares of Hertz Global's common stock were repurchased at an average share price of ~~$16.91~~$15.60 for an aggregate purchase price of ~~$123~~$42 million.

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

Computation of Earnings (Loss) Per Common Share

For the three and nine months ended September 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.

2421

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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(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
Numerator:	Numerator:									Numerator:
Net income (loss) attributable to Hertz Global		$	577	$	605	$	1,943	$	626
Series A Preferred Stock(2)		—		(34)		—		(34)

Net income (loss) available to Hertz Global common stockholders, basic	Net income (loss) available to Hertz Global common stockholders, basic	$	577	$	571	$	1,943	$	592	Net income (loss) available to Hertz Global common stockholders, basic	$	196	$	426
Change in fair value of Public Warrants	Change in fair value of Public Warrants	(73)		(16)		(584)		(16)		Change in fair value of Public Warrants	—		(50)

Net income (loss) available to Hertz Global common stockholders, diluted	Net income (loss) available to Hertz Global common stockholders, diluted	$	503	$	555	$	1,359	$	576	Net income (loss) available to Hertz Global common stockholders, diluted	$	196	$	376
Denominator:	Denominator:									Denominator:

Basic weighted-average common shares outstanding	Basic weighted-average common shares outstanding	355		471		395		264		Basic weighted-average common shares outstanding	321		432
Dilutive effect of stock options, RSUs and PSUs	Dilutive effect of stock options, RSUs and PSUs	2		—		1		—		Dilutive effect of stock options, RSUs and PSUs	1		—
Dilutive effect of Public Warrants	Dilutive effect of Public Warrants	22		19		25		6		Dilutive effect of Public Warrants	—		29
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding	379		490		421		270		Diluted weighted-average shares outstanding	323		461

Antidilutive Public Warrants										Antidilutive Public Warrants	17		—
Antidilutive stock options, RSUs and PSUs	Antidilutive stock options, RSUs and PSUs	8		—		6		—		Antidilutive stock options, RSUs and PSUs	6		5
Total antidilutive	Total antidilutive	8		—		6		—		Total antidilutive	23		5
Earnings (loss) per common share:	Earnings (loss) per common share:									Earnings (loss) per common share:
Basic	Basic	$	1.62	$	1.21	$	4.92	$	2.25	Basic	$	0.61	$	0.99
Diluted	Diluted	$	1.33	$	1.13	$	3.22	$	2.14	Diluted	$	0.61	$	0.82

(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.

~~(2) Undeclared dividends on each share of Series A Preferred Stock were accumulated at a rate of 9% per annum, on the basis of a 365 day year.~~

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 ~~September 30, 2022, 41,873,636~~March 31, 2023, 46,486,293 shares of the Company's common stock are authorized and remain available for future grants under 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 nine months ended September 30, 2022,~~total compensation expense ~~of $32 million, net of $2 million~~and related income tax ~~benefit, and $95 million, net of $6 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 March 31,
(In millions)	2023		2022
Compensation expense	$	21	$	28
Income tax benefit	(5)		(1)
Total	$	16	$	27

As of ~~September 30, 2022,~~March 31, 2023, there was ~~$250~~$231 million of total unrecognized compensation cost expected to be recognized over the remaining ~~2.2~~2.3 years, on a weighted average basis, of the requisite service period that began on the grant dates.

2522

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 ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 is presented below:


Options	Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)		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	$	—
Outstanding as of January 1, 2023								Outstanding as of January 1, 2023	3,144,983	$	26.17	8.2	$	—
Granted	Granted	—	—		—	—		Granted	—	—		—	—
Exercised	Exercised	—	—		—	—		Exercised	—	—		—	—
Forfeited or Expired	Forfeited or Expired	(458,360)	26.17		—	—		Forfeited or Expired	(130,548)	26.17		—	—
Outstanding as of September 30, 2022		3,220,495	—		8.6	—
Exercisable as of September 30, 2022		(133,840)	26.17		0.7	—
Non-vested as of September 30, 2022		3,086,655
Outstanding as of March 31, 2023								Outstanding as of March 31, 2023	3,014,435	26.17		8.2	—
Exercisable as of March 31, 2023								Exercisable as of March 31, 2023	(1,302,809)	26.17		7.7	—
Non-vested as of March 31, 2023								Non-vested as of March 31, 2023	1,711,626

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

A summary of the PSU activity for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 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		—	$	—	$	—
Outstanding as of January 1, 2023							Outstanding as of January 1, 2023	9,292,749	$	17.62	$	143
Granted(1)	Granted(1)	9,989,839	17.72		—		Granted(1)	523,128	17.32		—
Vested	Vested	—	—		—		Vested	—	—		—
Forfeited or Expired	Forfeited or Expired	(31,098)	22.02		—		Forfeited or Expired	(6,259)	19.44		—
Outstanding as of September 30, 2022		9,958,741	17.71		162
Outstanding as of March 31, 2023							Outstanding as of March 31, 2023	9,809,618	17.60		160

(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 March 31, 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 three months ended March 31, 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	1,730,336	17.69		—
Vested	(238,266)	20.27		—
Forfeited or Expired	(18,505)	22.86		—
Outstanding as of March 31, 2023	4,886,328	19.73		80

2623

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

~~Restricted Stock and Restricted Stock Units ("RSUs")~~

~~A summary of RSU activity for the nine months ended September 30, 2022 is presented below:~~

Shares Weighted-
Average
Fair Value Aggregate Intrinsic
Value (In millions)
Outstanding as of December 31, 2021 1,726,286 $ 26.17 $ 43
Granted 3,932,818 20.01 —
Vested (573,423) 26.17 —
Forfeited or Expired (186,175) 24.78 —
Outstanding as of September 30, 2022 4,899,506 21.28 80

Additional information pertaining to RSU activity is as follows:


	Nine Months Ended September 30,
	~~2022~~
~~Total fair value of awards that vested (in millions)~~	$	15
~~Weighted-average grant-date fair value of awards granted~~	$	~~20.01~~


	Three Months Ended March 31,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	13
Weighted-average grant-date fair value of awards granted	$	17.69	$	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 ~~September 30, 2022,~~March 31, 2023, there were approximately ~~58,000~~80,000 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 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 ~~September 30, 2022~~March 31, 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.

~~Table of Contents~~

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

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

~~Unaudited~~

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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Fair Value

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


		Fair Value of Financial Instruments									Fair Value of Financial Instruments
		Asset Derivatives(1)				Liability Derivatives(1)					Asset Derivatives(1)				Liability Derivatives(1)
(In millions)	(In millions)	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021		(In millions)	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Interest rate instruments(2)	Interest rate instruments(2)	$	145	$	12	$	—	$	—	Interest rate instruments(2)	$	21	$	140	$	—	$	—
Foreign currency forward contracts	Foreign currency forward contracts	4		1		2		2		Foreign currency forward contracts	3		1		4		2
Total	Total	$	149	$	13	$	2	$	2	Total	$	24	$	141	$	4	$	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.

(2) The activity in the first quarter of 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									Location of Gain (Loss) Recognized on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
			Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
(In millions)	(In millions)		2022		2021		2022		2021		(In millions)		2023		2022
Interest rate instruments~~(1)~~	Interest rate instruments~~(1)~~	Vehicle interest expense, net	$	54	$	—	$	119	$	(3)	Interest rate instruments~~(1)~~	Vehicle interest expense, net	$	4	$	44
Foreign currency forward contracts	Foreign currency forward contracts	Other (income) expense, net	8		—		6		—		Foreign currency forward contracts	Other (income) expense, net	(5)		(1)
Total	Total		$	62	$	—	$	125	$	(3)	Total		$	(1)	$	43

~~(1) For~~

In the ~~nine months ended September 30, 2021, gains and (losses) on~~first quarter of 2023, the Company sold certain of its interest rate ~~instruments were recorded~~caps resulting in ~~selling, general and administrative expense in~~a net gain of $10 million based on the ~~accompanying unaudited condensed consolidated income statement.~~recognition of a $98 million realized gain on the unwind, of which $88 million was previously unrealized.

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.

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~~Public Warrants

During the three months ended March 31, 2023, 27,897 Public Warrants were exercised of which 19,444 were cashless exercises and 8,453 were exercised for $13.80 per share. As of March 31, 2023, a cumulative 6,314,136 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 March 31, 2023 and December 31, 2022. See Note 11, "Fair Value Measurements."

Share Repurchase Programs for Common Stock

In June 2022, Hertz Global's 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 months ended March 31, 2023, a total of 5,735,648 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $17.44 for an aggregate purchase price of $100 million. As of March 31, 2023, a total of 53,038,657 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 $935 million.

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

Between April 1, 2023 and April 20, 2023, a total of 2,691,587 shares of Hertz Global's common stock were repurchased at an average share price of $15.60 for an aggregate purchase price of $42 million.

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 ~~cash, restricted cash, accounts receivable, accounts payable and accrued liabilities, to~~Public Warrants when computing diluted earnings (loss) per common share, when the ~~extent the underlying liability will be settled in cash, approximates the carrying values because~~impact of ~~the short-term nature of these instruments.~~Public Warrants is dilutive.

2821

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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



	Three Months Ended March 31,
(In millions, except per share data)(1)	2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	196	$	426
Change in fair value of Public Warrants	—		(50)

Net income (loss) available to Hertz Global common stockholders, diluted	$	196	$	376
Denominator:


Basic weighted-average common shares outstanding	321		432
Dilutive effect of stock options, RSUs and PSUs	1		—
Dilutive effect of Public Warrants	—		29
Diluted weighted-average shares outstanding	323		461
Antidilutive Public Warrants	17		—
Antidilutive stock options, RSUs and PSUs	6		5
Total antidilutive	23		5
Earnings (loss) per common share:
Basic	$	0.61	$	0.99
Diluted	$	0.61	$	0.82

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 Directors approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of March 31, 2023, 46,486,293 shares of the ~~debt facilities~~Company's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan. Vesting of the outstanding equity awards is ~~estimated based on quoted market rates~~also subject to accelerated vesting as ~~well as borrowing rates currently available to~~set forth in the ~~Company for loans with similar terms and average maturities (i.e. Level 2 inputs).~~

September 30, 2022 December 31, 2021
(In millions) Nominal Unpaid Principal Balance Aggregate Fair Value Nominal Unpaid Principal Balance Aggregate Fair Value
Non-Vehicle Debt $ 3,041 $ 2,620 $ 3,055 $ 3,065
Vehicle Debt 10,165 9,465 7,954 7,908
Total $ 13,206 $ 12,085 $ 11,009 $ 10,973
2021 Omnibus Plan.

~~Assets~~A summary of the total compensation expense and ~~Liabilities Measured at Fair Value~~related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:


	Three Months Ended March 31,
(In millions)	2023		2022
Compensation expense	$	21	$	28
Income tax benefit	(5)		(1)
Total	$	16	$	27

As of March 31, 2023, there was $231 million of total unrecognized compensation cost expected to be recognized over the remaining 2.3 years, on a ~~Recurring Basis~~weighted average basis, of the requisite service period that began on the grant dates.

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 three months ended March 31, 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	(130,548)	26.17		—	—
Outstanding as of March 31, 2023	3,014,435	26.17		8.2	—
Exercisable as of March 31, 2023	(1,302,809)	26.17		7.7	—
Non-vested as of March 31, 2023	1,711,626

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

A summary of the PSU activity for the three months ended March 31, 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)	523,128	17.32		—
Vested	—	—		—
Forfeited or Expired	(6,259)	19.44		—
Outstanding as of March 31, 2023	9,809,618	17.60		160

(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 March 31, 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 three months ended March 31, 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	1,730,336	17.69		—
Vested	(238,266)	20.27		—
Forfeited or Expired	(18,505)	22.86		—
Outstanding as of March 31, 2023	4,886,328	19.73		80

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:


	Three Months Ended March 31,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	13
Weighted-average grant-date fair value of awards granted	$	17.69	$	20.60

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

Deferred Stock Units

As of March 31, 2023, there were approximately 80,000 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 March 31, 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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Fair Value

The following table summarizes the ~~Company's cash equivalents, restricted cash equivalents and Public Warrants that are measured at~~estimated fair value of financial instruments:


	Fair Value of Financial Instruments
	Asset Derivatives(1)				Liability Derivatives(1)
(In millions)	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Interest rate instruments(2)	$	21	$	140	$	—	$	—
Foreign currency forward contracts	3		1		4		2
Total	$	24	$	141	$	4	$	2

(2) The activity in the first quarter of 2023 is primarily due to net cash received on ~~a recurring basis and are categorized using~~monthly settlements, including the ~~fair value hierarchy as follows:~~

September 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 $ 791 $ — $ — $ 791 $ 1,678 $ — $ — $ 1,678
Liabilities:
Public Warrants $ 737 $ — $ — $ 737 $ 1,324 $ — $ — $ 1,324

~~Cash Equivalents and Restricted Cash Equivalents~~sale of interest rate caps disclosed below.

The ~~Company’s cash equivalents~~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 March 31,
(In millions)		2023		2022
Interest rate instruments	Vehicle interest expense, net	$	4	$	44
Foreign currency forward contracts	Other (income) expense, net	(5)		(1)
Total		$	(1)	$	43

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.

The Company's foreign currency forward contracts and ~~restricted cash equivalents primarily consist of investments in money market funds and bank money market and interest-bearing accounts.~~certain interest rate instruments are subject to enforceable master netting agreements with their counterparties. The Company ~~determines~~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.

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 ~~cash equivalents~~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 ~~restricted cash equivalents using~~non-financial assets and liabilities of the Company to be measured on either a ~~market approach based~~recurring basis or on ~~quoted prices in active markets (i.e. Level 1 inputs).~~a nonrecurring basis.

Public Warrants

Share Repurchase Programs for Common Stock

In June 2022, Hertz Global's 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 months ended March 31, 2023, a total of 5,735,648 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $17.44 for an aggregate purchase price of $100 million. As of March 31, 2023, a total of 53,038,657 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 $935 million.

Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of March 31, 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 March 31,
(In millions, except per share data)(1)	2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	196	$	426
Change in fair value of Public Warrants	—		(50)

Net income (loss) available to Hertz Global common stockholders, diluted	$	196	$	376
Denominator:


Basic weighted-average common shares outstanding	321		432
Dilutive effect of stock options, RSUs and PSUs	1		—
Dilutive effect of Public Warrants	—		29
Diluted weighted-average shares outstanding	323		461
Antidilutive Public Warrants	17		—
Antidilutive stock options, RSUs and PSUs	6		5
Total antidilutive	23		5
Earnings (loss) per common share:
Basic	$	0.61	$	0.99
Diluted	$	0.61	$	0.82

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 March 31, 2023, 46,486,293 shares of the Company's common stock are authorized and remain available for future grants under 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 March 31,
(In millions)	2023		2022
Compensation expense	$	21	$	28
Income tax benefit	(5)		(1)
Total	$	16	$	27

As of March 31, 2023, there was $231 million of total unrecognized compensation cost expected to be recognized over the remaining 2.3 years, on a weighted average basis, of the requisite service period that began on the grant dates.

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 three months ended March 31, 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	(130,548)	26.17		—	—
Outstanding as of March 31, 2023	3,014,435	26.17		8.2	—
Exercisable as of March 31, 2023	(1,302,809)	26.17		7.7	—
Non-vested as of March 31, 2023	1,711,626

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

A summary of the PSU activity for the three months ended March 31, 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)	523,128	17.32		—
Vested	—	—		—
Forfeited or Expired	(6,259)	19.44		—
Outstanding as of March 31, 2023	9,809,618	17.60		160

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

As of March 31, 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 three months ended March 31, 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	1,730,336	17.69		—
Vested	(238,266)	20.27		—
Forfeited or Expired	(18,505)	22.86		—
Outstanding as of March 31, 2023	4,886,328	19.73		80

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:


	Three Months Ended March 31,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	13
Weighted-average grant-date fair value of awards granted	$	17.69	$	20.60

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

Deferred Stock Units

As of March 31, 2023, there were approximately 80,000 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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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)	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Interest rate instruments(2)	$	21	$	140	$	—	$	—
Foreign currency forward contracts	3		1		4		2
Total	$	24	$	141	$	4	$	2

(2) The activity in the first quarter of 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 March 31,
(In millions)		2023		2022
Interest rate instruments	Vehicle interest expense, net	$	4	$	44
Foreign currency forward contracts	Other (income) expense, net	(5)		(1)
Total		$	(1)	$	43

Note 11—Fair Value Measurements

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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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).



	March 31, 2023				December 31, 2022
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-Vehicle Debt	$	3,030	$	2,802	$	3,035	$	2,685
Vehicle Debt	11,851		11,313		10,948		10,304
Total	$	14,881	$	14,115	$	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:


	March 31, 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	$	453	$	—	$	—	$	453	$	443	$	—	$	—	$	443

Liabilities:
Public Warrants	$	735	$	—	$	—	$	735	$	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 ~~September 30, 2022~~March 31, 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 nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, the fair value ~~adjustments were gains~~adjustment was a loss of ~~$73~~$118 million and ~~$584~~a gain of $50 million, respectively, and ~~are~~is 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 nine~~ months ended ~~September 30,~~March 31, 2023 and 2022.

Financial Instruments

The fair value of the Company's financial instruments as of ~~September 30, 2022~~March 31, 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.

2926

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company's liability recorded for self-insured liabilities was ~~$484~~$457 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 nine~~ months ended ~~September 30, 2022~~March 31, 2023 or the period after ~~September 30, 2022,~~March 31, 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”), 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 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 February 25, 2022, the Defendants answered the Complaint. Thereafter, discovery commenced andappeal. Oral argument is ~~now complete. The parties submitted cross-motions for summary judgment and oral argument on those motions is currently~~ scheduled for ~~November 9, 2022.~~October 26, 2023 before a panel of Third Circuit judges. The Defendants intend to continue to vigorously defend against the claims in this ~~matter.~~matter through the appellate process. The Company cannot predict the ultimate outcome or timing of this litigation.

Claims Related to Alleged False Arrests - ~~As a large company, we are subject to various proceedings, lawsuits, disputes, inquiries, and claims arising in the ordinary course of our business. One~~A group of claims ~~involves~~involving allegations that the police detained or arrested individuals in error after the Company reported rental cars as ~~stolen.~~stolen have been advanced against the Company. These claims first arose from actions allegedly taken by the Company prior to its emergence from bankruptcy reorganization; some claims allege post-emergence behavior by the Company. These claims have been the subject of press coverage and the Company has received 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 services or

3027

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

~~reorganization; some~~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 ~~allege post-emergence behavior~~for an aggregated amount of approximately $168 million (the "Settlement"), all of which amount was paid by the ~~Company. Claims are~~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 ~~courts~~court in Delaware (captioned Flannery, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-07-100and ~~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,~~. The majority~~were dismissed with prejudice. In the small number of ~~these~~ claims ~~involve vehicles that were not timely returned to~~remaining, the Company ~~after their contracted return date. These claims have been the subject of press coverage~~continues to vigorously defend itself and the Company has received inquiries on the matter from certain members of government. The Company has policies to help ensure the proper treatment of its customers and to seek to protect itself against the theft of its services or assets; the Company has been vigorously defending itself against these claims. While the Company has made settlement offers to certain individuals in connection with these matters, it believes that the ultimate resolution of such remaining claims will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action pending in Delaware Superior Court, Hertz Global Holdings, Inc., et al. v. ACE American Insurance Co., et al., C.A. No. N22C-05-130 MMJ (CCLD). The Company believes that a meaningful portion of the amount being paid for the Settlements will ultimately be recovered from its insurance carriers.

The Company has established reserves for matters where the Company believes that losses are probable and can be reasonably estimated. Other than the aggregate reserve established for claims for self-insured liabilities, none of those reserves are material. For matters where the Company has not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. These matters are subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse 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~~three months ended 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 former31, 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 complaints also sought recovery for the costs~~recorded a tax benefit of ~~an SEC investigation that~~$134 million which resulted in an ~~administrative order on December~~effective tax rate of (214%).1 For the three months ended March 31, 2018 with respect to events generally involving the restatements included in Old Hertz Holdings Form 10-K for the year ended December 31, 2014 and other damages resulting from the necessity of the restatements. The Company is pursuing these legal proceedings in accordance with its clawback policy and contractual rights. In October 2019, the Company entered into a confidential settlement agreement with Elyse Douglas and, on April 14, 2021, the Bankruptcy Court approved a Settlement Agreement between the Company and Scott Sider, closing the Florida action. Additionally, on December 29, 2021, the Company entered into a confidential settlement agreement with Jeff Zimmerman, leaving Mark Frissora as the sole remaining defendant in the New Jersey action. Fact and expert discovery have been completed and competing dispositive motions were due by October 14, 2022. Pursuant to the agreements governing the separation of Herc Holdings Inc. from2022, Hertz Global ~~that occurred on June 30, 2016, Herc Holdings Inc. is entitled to 15%~~recorded a tax provision of ~~the net proceeds~~$130 million, which resulted in an effective tax rate of ~~any repayment or recovery from these cases.~~23%.

~~Indemnification Obligations~~The change in tax in the three months ended March 31, 2023 compared to 2022 is driven by recognition of uncertain tax benefits related to our tax restructuring of European operations and lower pre-tax income, offset by the non-deductibility of 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 the character and amount of the loss. This resulted in an additional $163 million of ordinary loss recognized in the three months ended March 31, 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 months ended March 31, 2023.

Hertz

For the three months ended March 31, 2023, Hertz recorded a tax benefit of $134 million which resulted in an effective tax rate of (74%). For the three months ended March 31, 2022, Hertz recorded a tax provision of $130 million, which resulted in an effective tax rate of 26%.

The change in tax in the three months ended March 31, 2023 compared to 2021 is driven by recognition of uncertain tax benefits related to our tax restructuring of European operations and lower pre-tax income.

As previously disclosed, Hertz filed a 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 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 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 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 months ended March 31, 2023.

1 Amounts are calculated from the underlying numbers in thousands, and as a result, may not agree to the amounts shown in the Hertz Global Statement of Operations 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 8—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global

Public Warrants

Share Repurchase Programs for Common Stock

In November 2021, Hertz Global's Board of Directors approved a share repurchase program (the "2021 Share Repurchase Program") that authorized the ~~ordinary course~~repurchase of ~~business,~~up to $2.0 billion worth of shares of Hertz Global's outstanding common stock. During the second quarter of 2022, the Company ~~has executed contracts involving indemnification obligations customary~~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 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 months ended March 31, 2023, a total of 5,735,648 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $17.44 for an aggregate purchase price of $100 million. As of March 31, 2023, a total of 53,038,657 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 $935 million.

Common shares repurchased are included in treasury stock in the ~~rental car industry~~accompanying Hertz Global unaudited condensed consolidated balance sheet as of March 31, 2023 and ~~indemnifications specific to~~December 31, 2022.

Between April 1, 2023 and April 20, 2023, a ~~transaction~~total of 2,691,587 shares of Hertz Global's common stock were repurchased at an average share price of $15.60 for an aggregate purchase price of $42 million.

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 ~~sale~~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 ~~a business. These indemnification obligations might include claims relating~~common stock, and can be discontinued at any time. There can be no assurance as 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,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 ~~has indemnified various~~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.

3121

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

~~parties for~~The following table sets forth the ~~costs associated with remediating numerous hazardous substance storage, recycling or disposal sites~~computation of basic and diluted earnings (loss) per common share:



	Three Months Ended March 31,
(In millions, except per share data)(1)	2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	196	$	426
Change in fair value of Public Warrants	—		(50)

Net income (loss) available to Hertz Global common stockholders, diluted	$	196	$	376
Denominator:


Basic weighted-average common shares outstanding	321		432
Dilutive effect of stock options, RSUs and PSUs	1		—
Dilutive effect of Public Warrants	—		29
Diluted weighted-average shares outstanding	323		461
Antidilutive Public Warrants	17		—
Antidilutive stock options, RSUs and PSUs	6		5
Total antidilutive	23		5
Earnings (loss) per common share:
Basic	$	0.61	$	0.99
Diluted	$	0.61	$	0.82

(1) The table above is denoted 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 rental car businessmillions, excluding earnings (loss) per common share. Amounts are calculated from the ~~equipment rental business~~underlying numbers in ~~2016,~~thousands, and as a result, may not agree to 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 evaluatesamounts shown in the ~~probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.~~table when calculated in millions.

Note ~~13—Related Party Transactions~~

~~Transactions and Agreements between Hertz Holdings and Hertz~~

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 in May 2022 with no outstanding balance.~~

~~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 nine months ended September 30, 2021, 767 distributed $10 million and $25 million, respectively, to American Entertainment Properties Corp. along with the return of certain vehicles. The 767 Lease Agreement was terminated effective October 31, 2021. Prior to the termination of the 767 Lease Agreement, the Company determined that it was the primary beneficiary of 767 due to its power to direct the activities of 767 that most significantly impacted 767's economic performance and the Company's obligation to absorb 25% of 767's gains/losses and, accordingly, 767 was consolidated by the Company as a VIE.

~~Note 14—Segment Information~~9—Stock-Based Compensation

The ~~Company’s chief operating decision maker ("CODM") assesses performance~~stock-based compensation expense associated with the Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and ~~allocates resources based upon~~recorded at Hertz. In 2021, Hertz Global's Board of Directors approved the ~~financial information~~Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of March 31, 2023, 46,486,293 shares of the Company's common stock are authorized and remain available for future grants under the ~~Company’s reportable segments. The Company has identified two reportable segments, which are consistent with its operating segments and organized based on~~2021 Omnibus Plan. Vesting of the ~~products and services provided and~~outstanding equity awards is also subject to accelerated vesting as set forth in the ~~geographic areas in which business is conducted, as follows:~~2021 Omnibus Plan.

•~~Americas RAC – rental~~A summary of ~~vehicles (cars, crossovers, vans~~the total compensation expense and ~~light trucks),~~related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as ~~well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and~~follows:


	Three Months Ended March 31,
(In millions)	2023		2022
Compensation expense	$	21	$	28
Income tax benefit	(5)		(1)
Total	$	16	$	27

•~~International RAC – rental and leasing~~As of ~~vehicles (cars, crossovers, vans and light trucks), as well as sales~~March 31, 2023, there was $231 million of ~~value-added services internationally and consists primarily~~total unrecognized compensation cost expected to be recognized over the remaining 2.3 years, on a weighted average basis, of the ~~Company's Europe and other international locations.~~requisite service period that began on the grant dates.

3222

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

In the second quarter of 2021, as a result of the Donlen Sale, as disclosed in Note 3, "Divestitures," the All Other Operations reportable segment, which consisted primarily of the Company's former Donlen business, was no longer deemed a reportable segment.Stock Options and Stock Appreciation Rights

~~In addition to its reportable segments and other operating activities,~~A summary of stock option activity for 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.three months ended March 31, 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	(130,548)	26.17		—	—
Outstanding as of March 31, 2023	3,014,435	26.17		8.2	—
Exercisable as of March 31, 2023	(1,302,809)	26.17		7.7	—
Non-vested as of March 31, 2023	1,711,626

~~The following tables provide significant statement~~Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")

A summary of ~~operations and balance sheet information by reportable segment~~the PSU activity for ~~each of Hertz Global and Hertz, as well as Adjusted EBITDA,~~ the ~~measure used to determine segment profitability.~~three months ended March 31, 2023 is presented below:

Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2022 2021 2022 2021
Revenues
Americas RAC $ 2,042 $ 1,914 $ 5,573 $ 4,524
International RAC 454 312 1,077 727
Total reportable segments 2,496 2,226 6,650 5,251
All other operations(1)
— — — 136
Total Hertz Global and Hertz $ 2,496 $ 2,226 $ 6,650 $ 5,387
Depreciation of revenue earning vehicles and lease charges, net
Americas RAC $ 252 $ 24 $ 220 $ 314
International RAC 42 37 121 106
Total Hertz Global and Hertz $ 294 $ 61 $ 341 $ 420
Adjusted EBITDA
Americas RAC $ 564 $ 830 $ 1,975 $ 1,520
International RAC 150 78 269 69
Total reportable segments 714 908 2,244 1,589
All other operations(1)
— — — 13
Corporate (96) (48) (248) (100)
Total Hertz Global and Hertz $ 618 $ 860 $ 1,996 $ 1,502


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of January 1, 2023	9,292,749	$	17.62	$	143
Granted(1)	523,128	17.32		—
Vested	—	—		—
Forfeited or Expired	(6,259)	19.44		—
Outstanding as of March 31, 2023	9,809,618	17.60		160

(1) ~~Substantially comprised~~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 ~~Company's Donlen business, which was sold on March 30, 2021 as~~performance period could range between 0% and 200% of the original target award amount (100%) disclosed in ~~Note 3, "Divestitures."~~the table above.

As of March 31, 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 three months ended March 31, 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	1,730,336	17.69		—
Vested	(238,266)	20.27		—
Forfeited or Expired	(18,505)	22.86		—
Outstanding as of March 31, 2023	4,886,328	19.73		80

3323

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

As of
(In millions) September 30, 2022 December 31, 2021
Revenue earning vehicles, net
Americas RAC $ 10,373 $ 7,897
International RAC 1,650 1,329
Total Hertz Global and Hertz $ 12,023 $ 9,226
Total assets
Americas RAC $ 16,743 $ 14,352
International RAC 3,267 2,978
Total reportable segments 20,010 17,330
Corporate 1,684 2,453
Total Hertz Global(1)
21,694 19,783
Corporate - Hertz (1) (3)
Total Hertz(1)
$ 21,693 $ 19,780
Additional information pertaining to RSU activity is as follows:

~~(1)~~


	Three Months Ended March 31,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	13
Weighted-average grant-date fair value of awards granted	$	17.69	$	20.60

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

Deferred Stock Units

As of March 31, 2023, there were approximately 80,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 10—Financial Instruments

The ~~consolidated total assets~~Company employs established risk management policies and procedures, and, under the terms of ~~Hertz Global~~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 ~~Hertz~~currency exchange rates. Although the instruments utilized involve varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate concentrations of risk and the counterparties to the agreements are expected to perform fully under the terms of the agreements. The Company monitors counterparty credit risk, including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives Association ("ISDA") master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any such agreements against any other amounts owed with regard to any other agreements between the parties to each such agreement.

None of the Company's financial instruments have been designated as hedging instruments as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021 include total assets of VIEs of $952 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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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)	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Interest rate instruments(2)	$	21	$	140	$	—	$	—
Foreign currency forward contracts	3		1		4		2
Total	$	24	$	141	$	4	$	2

(2) The activity in the first quarter of 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 March 31,
(In millions)		2023		2022
Interest rate instruments	Vehicle interest expense, net	$	4	$	44
Foreign currency forward contracts	Other (income) expense, net	(5)		(1)
Total		$	(1)	$	43

Note 11—Fair Value Measurements

Fair Value Disclosures

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Debt Obligations



	March 31, 2023				December 31, 2022
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-Vehicle Debt	$	3,030	$	2,802	$	3,035	$	2,685
Vehicle Debt	11,851		11,313		10,948		10,304
Total	$	14,881	$	14,115	$	13,983	$	12,989

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	March 31, 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	$	453	$	—	$	—	$	453	$	443	$	—	$	—	$	443

Liabilities:
Public Warrants	$	735	$	—	$	—	$	735	$	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 March 31, 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 months ended March 31, 2023 and 2022, the fair value adjustment was a loss of $118 million and a gain of $50 million, respectively, and is recorded in change in fair value of Public Warrants in the accompanying unaudited condensed consolidated statement of operations for Hertz Global for the three months ended March 31, 2023 and 2022.

Financial Instruments

The fair value of the Company's financial instruments as of March 31, 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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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 March 31, 2023 and December 31, 2022, the Company's liability recorded for self-insured liabilities was $457 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 months ended March 31, 2023 or the period after March 31, 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”), 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 26, 2023 before a panel of Third Circuit judges. The Defendants intend to continue to vigorously defend against the claims in this matter through the appellate process. The Company cannot predict the ultimate outcome or timing of this litigation.

Claims Related to Alleged False Arrests - A group of claims involving allegations that the police detained or arrested individuals in error after the Company reported rental cars as stolen have been advanced against the Company. These claims first arose from actions allegedly taken by the Company prior to its emergence from bankruptcy reorganization; some claims allege post-emergence behavior by the Company. These claims have been the subject of press coverage and the Company has received 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 services or

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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

~~Hertz Global~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2022 2021 2022 2021
Adjusted EBITDA:
Americas RAC $ 564 $ 830 $ 1,975 $ 1,520
International RAC 150 78 269 69
Total reportable segments 714 908 2,244 1,589
All other operations(1)
— — — 13
Corporate(2)
(96) (48) (248) (100)
Total Hertz Global 618 860 1,996 1,502
Adjustments:
Non-vehicle depreciation and amortization (36) (49) (105) (153)
Non-vehicle debt interest, net(3)
(43) (22) (123) (157)
Vehicle debt-related charges(4)
(9) (8) (25) (62)
Restructuring and restructuring related charges(5)
(8) (22) (29) (72)
Reorganization items, net(6)
— — — (677)
Pre-reorganization charges and non-debtor financing charges(7)
— (1) — (41)
Gain from the Donlen Sale(8)
— — — 400
Change in fair value of Public Warrants(9)
73 16 584 16
Unrealized gains (losses) on financial instruments(10)
55 1 120 1
Other items(11)
(3) (7) (96) 63
Income (loss) before income taxes $ 647 $ 768 $ 2,322 $ 820

~~Table of Contents~~

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

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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

~~Unaudited~~

~~Hertz~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2022 2021 2022 2021
Adjusted EBITDA:
Americas RAC $ 564 $ 830 $ 1,975 $ 1,520
International RAC 150 78 269 69
Total reportable segments 714 908 2,244 1,589
All other operations(1)
— — — 13
Corporate(2)
(96) (48) (248) (100)
Total Hertz 618 860 1,996 1,502
Adjustments:
Non-vehicle depreciation and amortization (36) (49) (105) (153)
Non-vehicle debt interest, net(3)
(43) (22) (123) (157)
Vehicle debt-related charges(4)
(9) (8) (25) (62)
Restructuring and restructuring related charges(5)
(8) (22) (29) (72)
Reorganization items, net(6)
— — — (513)
Pre-reorganization charges and non-debtor financing charges(7)
— (1) — (41)
Gain from the Donlen Sale(8)
— — — 400
Unrealized gains (losses) on financial instruments(10)
55 1 120 1
Other items(11)
(3) (7) (96) 63
Income (loss) before income taxes $ 574 $ 752 $ 1,738 $ 968

~~(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 nine months ended September 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 recorded in the first half of the year. For the three and nine months ended September 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 nine months ended September 30, 2021.

~~Table of Contents~~

~~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 September 30, 2021		Nine Months Ended September 30, 2021


~~Professional fees and other bankruptcy related costs~~	$	—	$	~~257~~
~~Loss on extinguishment of debt(1)~~	—		~~191~~
~~Backstop fee~~	—		~~164~~
~~Breakup fee(2)~~	—		77
~~Contract settlements~~	—		25
~~Cancellation of share-based compensation grants(3)~~	—		~~(10)~~
~~Net gain on settlement of liabilities subject to compromise~~	—		~~(22)~~
~~Other, net~~	—		~~(5)~~
~~Reorganization items, net~~	$	—	$	~~677~~

Hertz


~~(In millions)~~	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021

~~Professional fees and other bankruptcy related costs~~	$	—	$	~~257~~
~~Loss on extinguishment of debt(1)~~	—		~~191~~
~~Breakup fee(2)~~	—		77
~~Contract settlements~~	—		25
~~Cancellation of share-based compensation grants(3)~~	—		~~(10)~~
~~Net gain on settlement of liabilities subject to compromise~~	—		~~(22)~~
~~Other, net~~	—		~~(5)~~
~~Reorganization items, net~~	$	—	$	~~513~~

~~(1) Includes loss on extinguishment~~The change in tax in the three months ended March 31, 2023 compared to 2021 is driven by recognition of debt resulting from the implementation of the Plan of Reorganization. Primarily composed of write offs of unamortized deferred loan origination costs and early termination fees associated with terminated debt agreements.

(2) Breakup fee paid to prior plan sponsors and certain 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~~uncertain tax benefits related to ~~the unrecognized portion~~our tax restructuring of ~~share-based compensation in reorganization expense in the accompanying unaudited condensed consolidated statements of~~European operations ~~for the~~ ~~nine months ended September 30, 2021.~~and lower pre-tax income.

As previously disclosed, Hertz filed a request for a pre-filing agreement with the IRS in December 2021 to determine whether the loss related to our tax restructuring of ~~December 31, 2021, $25~~European operations qualified as an ordinary loss. On February 9, 2023, Hertz and the IRS agreed to the character and amount of the loss. This resulted in an additional $163 million ~~was recorded in accounts payable in the accompanying unaudited condensed consolidated balance sheet, which was paid through the claim settlement process during the first half~~ of ~~2022. Cash payments during the nine months ended September 30, 2021 were $485 million.~~ordinary loss.

1 Amounts are calculated from the underlying numbers in thousands, and as a result, may not agree to the amounts shown in the Hertz Global Statement of Operations 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 8—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global

Public Warrants

Share Repurchase Programs for Common Stock

In June 2022, Hertz Global's 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 months ended March 31, 2023, a total of 5,735,648 shares of Hertz Global's common stock were repurchased under the 2022 Share Repurchase Program at an average share price of $17.44 for an aggregate purchase price of $100 million. As of March 31, 2023, a total of 53,038,657 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 $935 million.

Common shares repurchased are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of March 31, 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 March 31,
(In millions, except per share data)(1)	2023		2022
Numerator:


Net income (loss) available to Hertz Global common stockholders, basic	$	196	$	426
Change in fair value of Public Warrants	—		(50)

Net income (loss) available to Hertz Global common stockholders, diluted	$	196	$	376
Denominator:


Basic weighted-average common shares outstanding	321		432
Dilutive effect of stock options, RSUs and PSUs	1		—
Dilutive effect of Public Warrants	—		29
Diluted weighted-average shares outstanding	323		461
Antidilutive Public Warrants	17		—
Antidilutive stock options, RSUs and PSUs	6		5
Total antidilutive	23		5
Earnings (loss) per common share:
Basic	$	0.61	$	0.99
Diluted	$	0.61	$	0.82

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 March 31,
(In millions)	2023		2022
Compensation expense	$	21	$	28
Income tax benefit	(5)		(1)
Total	$	16	$	27

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 three months ended March 31, 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	(130,548)	26.17		—	—
Outstanding as of March 31, 2023	3,014,435	26.17		8.2	—
Exercisable as of March 31, 2023	(1,302,809)	26.17		7.7	—
Non-vested as of March 31, 2023	1,711,626

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

A summary of the PSU activity for the three months ended March 31, 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)	523,128	17.32		—
Vested	—	—		—
Forfeited or Expired	(6,259)	19.44		—
Outstanding as of March 31, 2023	9,809,618	17.60		160

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

As of March 31, 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 three months ended March 31, 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	1,730,336	17.69		—
Vested	(238,266)	20.27		—
Forfeited or Expired	(18,505)	22.86		—
Outstanding as of March 31, 2023	4,886,328	19.73		80

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:


	Three Months Ended March 31,
	2023		2022
Total fair value of awards that vested (in millions)	$	5	$	13
Weighted-average grant-date fair value of awards granted	$	17.69	$	20.60

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

Deferred Stock Units

As of March 31, 2023, there were approximately 80,000 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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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)	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Interest rate instruments(2)	$	21	$	140	$	—	$	—
Foreign currency forward contracts	3		1		4		2
Total	$	24	$	141	$	4	$	2

(2) The activity in the first quarter of 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 March 31,
(In millions)		2023		2022
Interest rate instruments	Vehicle interest expense, net	$	4	$	44
Foreign currency forward contracts	Other (income) expense, net	(5)		(1)
Total		$	(1)	$	43

Note 11—Fair Value Measurements

Fair Value Disclosures

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Debt Obligations



	March 31, 2023				December 31, 2022
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-Vehicle Debt	$	3,030	$	2,802	$	3,035	$	2,685
Vehicle Debt	11,851		11,313		10,948		10,304
Total	$	14,881	$	14,115	$	13,983	$	12,989

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	March 31, 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	$	453	$	—	$	—	$	453	$	443	$	—	$	—	$	443

Liabilities:
Public Warrants	$	735	$	—	$	—	$	735	$	617	$	—	$	—	$	617

Cash Equivalents and Restricted Cash Equivalents

Public Warrants

Financial Instruments

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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 March 31, 2023 and December 31, 2022, the Company's liability recorded for self-insured liabilities was $457 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 months ended March 31, 2023 or the period after March 31, 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”), 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 26, 2023 before a panel of Third Circuit judges. The Defendants intend to continue to vigorously defend against the claims in this matter through the appellate process. The Company cannot predict the ultimate outcome or timing of this litigation.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Other Proceedings

Litigation Against Former Executives - The Company filed litigation in the U.S. District Court for the District of New Jersey against former executives Mark Frissora, Elyse Douglas and John Jefferey Zimmerman on March 25, 2019, and in state court in Florida against former executive Scott Sider on March 28, 2019. The complaints predominantly alleged breach of contract and sought repayment of incentive-based compensation received by the defendants in connection with restatements included in the former Hertz Global Holdings, Inc. ("Old Hertz Holdings") Form 10-K for the year ended December 31, 2014 and related accounting for prior periods. The complaints also sought recovery for the costs of an SEC investigation that resulted in an administrative order on December 31, 2018 with respect to events generally involving the restatements included in Old Hertz Holdings Form 10-K for the year ended December 31, 2014 and other damages resulting from the necessity of the restatements. The Company is pursuing these legal proceedings in accordance with its clawback policy and contractual rights. In October 2019, the Company entered into a confidential settlement agreement with Elyse Douglas and, on April 14, 2021, the Bankruptcy Court approved a Settlement Agreement between the Company and Scott Sider, closing the Florida action. Additionally, on December 29, 2021, the Company entered into a confidential settlement agreement with Jeff Zimmerman, leaving Mark Frissora as the sole remaining defendant in the New Jersey action. Fact and expert discovery have been completed and competing dispositive motions were fully briefed as of October 26, 2022. Pursuant to the agreements governing the separation of Herc Holdings Inc. from Hertz Global that occurred on June 30, 2016, Herc Holdings Inc. is entitled to 15% of the net proceeds of any repayment or recovery from these cases.

Indemnification Obligations

In the ordinary course of business, the Company has executed contracts involving indemnification obligations customary in the relevant industry and indemnifications specific to a transaction such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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 March 31,
(In millions)	2023		2022
Revenues
Americas RAC	$	1,730	$	1,558
International RAC	317		252


Total Hertz Global and Hertz	$	2,047	$	1,810

Depreciation of revenue earning vehicles and lease charges, net
Americas RAC	$	349	$	(93)
International RAC	32		34


Total Hertz Global and Hertz	$	381	$	(59)

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited


	Three Months Ended March 31,
(In millions)	2023		2022
Adjusted EBITDA
Americas RAC	$	261	$	641
International RAC	53		27
Total reportable segments	314		668

Corporate	(77)		(54)
Total Hertz Global and Hertz	$	237	$	614


	As of
(In millions)	March 31, 2023		December 31, 2022
Revenue earning vehicles, net
Americas RAC	$	12,119	$	10,813
International RAC	1,739		1,682
Total Hertz Global and Hertz	$	13,858	$	12,495
Total assets
Americas RAC	$	18,923	$	17,645
International RAC	3,596		3,638
Total reportable segments	22,519		21,283

Corporate	1,230		1,214
Total Hertz Global(1)	23,749		22,497
Corporate - Hertz	(1)		(1)
Total Hertz(1)	$	23,748	$	22,496

(1) The consolidated total assets of Hertz Global and Hertz as of March 31, 2023 and December 31, 2022 include total assets of VIEs of $1.4 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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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

Hertz Global



	Three Months Ended March 31,
(In millions)	2023		2022
Adjusted EBITDA:
Americas RAC	$	261	$	641
International RAC	53		27
Total reportable segments	314		668

Corporate(1)	(77)		(54)
Total Hertz Global	237		614
Adjustments:
Non-vehicle depreciation and amortization	(35)		(33)
Non-vehicle debt interest, net	(51)		(39)
Vehicle debt-related charges(2)	(10)		(7)

Restructuring and restructuring related charges(3)	(3)		(6)





Change in fair value of Public Warrants(4)	(118)		50
Unrealized gains (losses) on financial instruments(5)	(108)		44
Gain on sale of non-vehicle capital assets(6)	162		—
Other items(7)	(12)		(67)
Income (loss) before income taxes	$	62	$	556

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Hertz



	Three Months Ended March 31,
(In millions)	2023		2022
Adjusted EBITDA:
Americas RAC	$	261	$	641
International RAC	53		27
Total reportable segments	314		668

Corporate(1)	(77)		(54)
Total Hertz	237		614
Adjustments:
Non-vehicle depreciation and amortization	(35)		(33)
Non-vehicle debt interest, net	(51)		(39)
Vehicle debt-related charges(2)	(10)		(7)

Restructuring and restructuring related charges(3)	(3)		(6)






Unrealized gains (losses) on financial instruments(5)	(108)		44
Gain on sale of non-vehicle capital assets(6)	162		—
Other items(7)	(12)		(67)
Income (loss) before income taxes	$	180	$	506

(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 months ended March 31, 2023, primarily includes certain IT related charges. For the three months ended March 31, 2022 primarily includes bankruptcy claims, certain non-cash stock-based compensation charges, certain professional fees and charges related to the settlement of bankruptcy claims.

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

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 ~~September 30, 2022~~March 31, 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.

~~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)~~

•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.

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)

•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 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.

~~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)~~

OVERVIEW OF OUR BUSINESS AND OPERATING ENVIRONMENT

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. ~~Also, the global semiconductor microchip manufacturing shortage (the "Chip Shortage") and other supply chain constraints may continue to have an impact on our business.~~ 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.

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)

Also included are ancillary revenues associated with retail vehicle sales and certain royalty fees from our franchisees (such fees are 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 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 we generate our revenues. To accommodate increased demand, we increase our available fleet and staff. As demand declines, fleet and staff are decreased accordingly. A number of our other major operating costs, including airport concession fees, commissions and vehicle liability expenses, are directly related to revenues or transaction volumes. 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.

~~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. As a result, on May 22, 2020, 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 the Bankruptcy Court. On

~~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)~~

~~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.~~

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 Chip Shortage and other supply chain constraints.

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 September 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 nine months ended September 30, 2022 and 2021.~~

4035

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)

Three Months Ended March 31, 2023 Operating Overview

The following charts provide the period-over-period change for several key factors influencing our results for the three months ended March 31, 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.

4136

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)

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ


		Three Months Ended September 30,				Percent Increase/(Decrease)		Nine Months Ended September 30,									Percent Increase/(Decrease)		Three Months Ended March 31,							Percent Increase/(Decrease)
($ In millions)	($ In millions)	2022		2021			2022			2021				($ In millions)		2023				2022
Total revenues	Total revenues	$	2,496	$	2,226		12%			$	6,650			$	5,387				23%		Total revenues	$	2,047		$		1,810	13%
Direct vehicle and operating expenses	Direct vehicle and operating expenses	1,282		1,131		13		3,534				2,855					24	Direct vehicle and operating expenses	1,221				1,053			16
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	294		61		NM		341				420					(19)	Depreciation of revenue earning vehicles and lease charges, net	381				(59)			NM
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	36		49		(26)		105				153					(31)	Non-vehicle depreciation and amortization	35				33			7
Selling, general and administrative expenses	Selling, general and administrative expenses	246		177		39		738				498					48	Selling, general and administrative expenses	221				235			(6)
Interest expense, net:	Interest expense, net:																	Interest expense, net:
Vehicle	Vehicle	27		41		(36)		77				243					(68)	Vehicle	111				5			NM
Non-vehicle	Non-vehicle	43		22		NM		123				157					(22)	Non-vehicle	51				39			30
Total interest expense, net		70		63		11		200				400					(50)
Interest expense, net																		Interest expense, net	162				44			NM

Other (income) expense, net	Other (income) expense, net	(6)		(7)		(15)		(6)				(20)					(71)	Other (income) expense, net	9				(2)			NM
Reorganization items, net		—		—		NM		—				513					(100)
(Gain) from the sale of a business		—		—		NM		—				(400)					(100)
(Gain) from the sale of non-vehicle capital assets																		(Gain) from the sale of non-vehicle capital assets	(162)				—			NM
Income (loss) before income taxes	Income (loss) before income taxes	574		752		(24)		1,738				968					80	Income (loss) before income taxes	180				506			(64)
Income tax (provision) benefit	Income tax (provision) benefit	(71)		(156)		(54)		(379)				(189)					100	Income tax (provision) benefit	134				(130)			NM
Net income (loss)	Net income (loss)	503		596		(16)		1,359				779					74	Net income (loss)	$	314			$	376		(17)
Net (income) loss attributable to noncontrolling interests		—		(3)		(100)		—				(1)					(100)
Net income (loss) attributable to Hertz		$	503	$	593	(15)		$	1,359			$	778				75

Adjusted Corporate EBITDA(a)	Adjusted Corporate EBITDA(a)	$	618	$	860	(28)		$	1,996			$	1,502				33	Adjusted Corporate EBITDA(a)	$	237			$	614		(61)

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 ~~September 30, 2022~~March 31, 2023 Compared with Three Months Ended ~~September 30, 2021~~March 31, 2022

Total revenues increased ~~$270~~$237 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to increased travel demand. Total revenues increased ~~$142~~$172 million and ~~$128~~$64 million in our ~~International~~Americas RAC and ~~Americas~~International RAC segments, respectively. Excluding an unfavorable ~~$64~~$17 million fx impact, revenues for our International RAC segment increased ~~$207~~$81 million due primarily to higher ~~pricing~~volume and ~~volume.~~pricing. Americas RAC revenues increased due primarily to higher volume.

DOE increased ~~$151~~$168 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~an increase~~increases of ~~$117~~$136 million and ~~$33~~$32 million in our Americas RAC and International RAC segments, respectively. DOE in our Americas RAC segment increased due primarily to fleet-related costs ~~incurred to address high out of service levels.~~driven by increased volume, higher collision and maintenance costs. Excluding an unfavorable ~~$31~~$10 million fx impact, DOE in our International RAC segment increased ~~$63~~$42 million due primarily to higher volume.

Depreciation of revenue earning vehicles and lease charges, net increased ~~$233~~$440 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 of which ~~$228~~$443 million can be attributed to our Americas RAC segment and is due primarily to lower per unit gains recognized on vehicle dispositions and higher vehicle acquisition costs, partially offset by ~~increased gains recognized~~the impact of an extension of the estimated holding period on ~~vehicle dispositions.~~various portions of our fleet in the first quarter of 2023. This resulted in lower gross depreciation of revenue earning vehicles and lease charges, net over the estimated holding period as described in Note 2, "Significant Accounting Policies," in Part II, Item 8 of our 2022 Form 10-K.

SG&A ~~increased $69~~decreased $14 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to decreased non-cash stock-based compensation costs in our corporate operations, ~~and increased advertising spend and personnel costs in our Americas RAC and International RAC segments.~~

~~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)~~

Vehicle interest expense, net decreased $15 million in the third quarter of 2022 compared to 2021 due primarily to $51 million of unrealized gains on interest rate caps primarily in our Americas RAC segment, partially offset by ~~higher debt levels resulting from the issuance of the HVF III 2022 Series Notes~~increased personnel and ~~higher benchmark rates.~~

Non-vehicle interest expense, net increased $22 million in the third quarter of 2022 compared to 2021 due primarily to higher debt levels resulting from the issuance of the Senior Notes Due 2026 and Senior Notes Due 2029 in the fourth quarter of 2021 and higher benchmark rates.

For the three months ended September 30, 2022, we recorded a tax provision of $71 million which resulted in an effective tax rate of 12%. For the three months ended September 30, 2021, we recorded a tax provision of $156 million, which resulted in an effective tax rate of 21%. The change in tax in the three months ended September 30, 2022 compared to 2021 is driven by the release of state valuation allowances in 2022 and reduced income before income taxes.

~~Nine months ended September 30, 2022 Compared with Nine months ended September 30, 2021~~

Total revenues increased $1.3 billion in the nine months ended September 30, 2022 compared to 2021 due primarily to an increase of $1.0 billion and $350 million in our Americas RAC and International RAC segments, respectively, partially offset by a decrease of $136 million in All other operations. Revenues for our Americas RAC segment increased due primarily to higher volume and pricing. Excluding an unfavorable $122 million fx impact, revenues for our International RAC segment increased $472 million resulting from higher pricing and volume. All other operations decreased due to the Donlen Sale in the first quarter of 2021.

DOE increased $678 million in the nine months ended September 30, 2022 compared to 2021 due primarily to an increase of $587 million and $103 million in our Americas RAC and International RAC segments, respectively, partially offset by a decrease of $6 million in our corporate operations. The increase in Americas RAC DOE was due primarily to higher personnel costs as well as fleet-related costs driven by higher volume and fleet age. Excluding an unfavorable $64 million fx impact DOE for International RAC increased $167 million due to higher volume driven by increased travel demand. The decrease in our corporate operations was due primarily to lower personnel costs.

Depreciation of revenue earning vehicles and lease charges decreased $79 million in the nine months ended September 30, 2022 compared to 2021 largely driven by our Americas RAC segment. The decrease of $94 million in our Americas RAC segment was due primarily to gains recognized on increased vehicle dispositions.

SG&A increased $240 million in the nine months ended September 30, 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, increased facility costs in our International RAC segment and increased personnelIT costs in our Americas RAC segment.

Vehicle interest expense, net ~~decreased $166~~increased $105 million in the ~~nine months ended September 30, 2022~~first quarter of 2023 compared to 2021 due primarily to $118 million of unrealized gains on interest rate caps primarily in our Americas RAC segment, partially offset by higher debt levels primarily in our Americas RAC segment and higher benchmark rates.

Non-vehicle interest expense, net decreased $34 million in the nine months ended September 30, 2022 compared to 2021 due primarily to lower average rates partially offset by higher benchmark rates and higher debt levels.

~~We had other income of $6 million in the nine months ended September 30,~~ 2022 due primarily to ~~realized~~the realization of $88 million of previously unrealized gains ~~on foreign currency derivative instruments. We had other income of $20 million in~~resulting from the ~~nine months ended September 30, 2021 due in part to the gain on the sales~~unwind of certain ~~franchises~~interest rate caps in ~~our Americas RAC segment and income from an equity investment in our corporate operations.~~

We incurred $513 million of net reorganization charges in the nine months ended September 30, 2021, primarily in our corporate operations, which was comprised primarily of professional fees associated with the Chapter 11 Cases,

4337

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)

the ~~loss on extinguishment~~first quarter of ~~certain~~2023, higher debt levels and higher average interest rates primarily in our Americas RAC segment resulting from the ~~implementation~~issuance of the ~~Plan~~HVF III Series 2023 Notes and higher benchmark rates on the HVF III 2021-A Notes. This was partially offset by a $98 million realized gain on the unwind of ~~Reorganization,~~certain interest rate caps in the first quarter of 2023.

Non-vehicle interest expense, net increased $12 million in the first quarter of 2023 compared to 2022 due primarily to higher benchmark rates.

In the first quarter of 2023, we recognized a ~~prior plan sponsor breakup fee and other miscellaneous charges related to~~gain of $162 million on the ~~implementation~~sale of ~~the Plan~~certain non-vehicle capital assets in our Americas RAC segment, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of ~~Reorganization.~~this Quarterly Report.

For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we recorded a tax ~~provision~~benefit of ~~$379~~$134 million which resulted in an effective tax rate of ~~22%~~(74%). For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we recorded a tax provision of ~~$189~~$130 million, which resulted in an effective tax rate of ~~20%~~26%. The change in tax in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~2021~~2022 is driven primarily by ~~improvements in our financial performance, as well as~~recognition of uncertain tax benefits ~~associated with the~~related to our tax restructuring ~~in Europe recognized in 2021, the impact~~ of ~~changes to state~~European operations and ~~foreign valuation allowances, and non-deductible bankruptcy costs incurred in 2021.~~lower pre-tax income.

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ GLOBAL

The above discussion for Hertz also applies to Hertz Global.

Hertz Global had ~~$73~~a loss of $118 million and ~~$584~~a gain of $50 million ~~of income~~ from the change in fair value of Public Warrants that was incremental to Hertz for the ~~third quarter and nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, respectively. ~~For the third quarter and nine months ended September 30, 2021, Hertz Global had $16 million of income from the change in fair value of Public Warrants that was incremental to Hertz.~~

Hertz Global also had $164 million of reorganization items, net for the nine months ended September 30, 2021 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.

4438

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)

RESULTS OF OPERATIONS AND SELECTED OPERATING DATA BY SEGMENT

Americas RAC


		Three Months Ended September 30,						Percent Increase/(Decrease)	Nine Months Ended September 30,						Percent Increase/(Decrease)		Three Months Ended March 31,						Percent Increase/(Decrease)
($ In millions, except as noted)	($ In millions, except as noted)	2022			2021				2022			2021				($ In millions, except as noted)	2023			2022
Total revenues	Total revenues	$	2,042		$	1,914		7%	$	5,573		$	4,524		23%	Total revenues	$	1,730		$	1,558		11%
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	252		$	24		NM	$	220		$	314		(30)	Depreciation of revenue earning vehicles and lease charges, net	$	349		$	(93)		NM
Direct vehicle and operating expenses	Direct vehicle and operating expenses	$	1,077		$	960		12	$	2,982		$	2,394		25	Direct vehicle and operating expenses	$	1,039		$	903		15
Direct vehicle and operating expenses as a percentage of total revenues	Direct vehicle and operating expenses as a percentage of total revenues	53		%	50		%		54		%	53		%		Direct vehicle and operating expenses as a percentage of total revenues	60		%	58		%
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	$	29		$	42		(31)	$	85		$	130		(34)	Non-vehicle depreciation and amortization	$	28		$	26		6
Selling, general and administrative expenses	Selling, general and administrative expenses	$	85		$	72		18	$	270		$	191		42	Selling, general and administrative expenses	$	105		$	86		22
Selling, general and administrative expenses as a percentage of total revenues	Selling, general and administrative expenses as a percentage of total revenues	4		%	4		%		5		%	4		%		Selling, general and administrative expenses as a percentage of total revenues	6		%	6		%
Vehicle interest expense	Vehicle interest expense	$	31		$	34		(8)	$	68		$	182		(62)	Vehicle interest expense	$	93		$	2		NM
Reorganization items, net		$	—		$	—		—	$	—		$	80		(100)

Adjusted EBITDA	Adjusted EBITDA	$	564		$	830		(32)	$	1,975		$	1,520		30	Adjusted EBITDA	$	261		$	641		(59)
Transaction Days (in thousands)(b)	Transaction Days (in thousands)(b)	29,653			27,627			7	84,392			72,870			16	Transaction Days (in thousands)(b)	27,879			25,579			9
Average Vehicles (in whole units)(f)	Average Vehicles (in whole units)(f)	425,596			387,368			10	415,110			346,032			20	Average Vehicles (in whole units)(f)	412,983			397,620			4
Average Rentable Vehicles (in whole units)(c)	Average Rentable Vehicles (in whole units)(c)	397,488			372,326			7	390,071			337,597			16	Average Rentable Vehicles (in whole units)(c)	393,512			373,153			5
Vehicle Utilization(c)	Vehicle Utilization(c)	81		%	81		%		79		%	79		%		Vehicle Utilization(c)	79		%	76		%
Total RPD (in dollars)(d)		$	68.90		$	69.25		(1)	$	66.05		$	62.06		6
Total RPD (in whole dollars)(d)																Total RPD (in whole dollars)(d)	$	62.03		$	60.81		2
Total RPU Per Month (in whole dollars)(e)	Total RPU Per Month (in whole dollars)(e)	$	1,713		$	1,713		—	$	1,588		$	1,488		7	Total RPU Per Month (in whole dollars)(e)	$	1,465		$	1,390		5
Depreciation Per Unit Per Month (in whole dollars)(f)	Depreciation Per Unit Per Month (in whole dollars)(f)	$	198		$	21		NM	$	59		$	101		(41)	Depreciation Per Unit Per Month (in whole dollars)(f)	$	282		$	(78)		NM
Percentage of program vehicles as of period end	Percentage of program vehicles as of period end	—		%	5		%		—		%	5		%		Percentage of program vehicles as of period end	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 ~~September 30, 2022~~March 31, 2023 Compared with Three Months Ended ~~September 30, 2021~~March 31, 2022

Total Americas RAC revenues increased ~~$128~~$172 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to higher volume. The increase in Transaction Days was driven by volume increases across most leisure and business categories due to increased travel demand. Total RPD in the ~~third~~first quarter of ~~2022~~2023 was largely consistent with ~~2021.~~2022. Airport revenues comprised ~~69%~~68% of total revenues for the segment in the ~~third~~first quarter of ~~2022~~2023 compared to ~~72%~~71% the ~~third~~first quarter of ~~2021.~~2022.

Depreciation of revenue earning vehicles and lease charges, net for Americas RAC increased ~~$228~~$443 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021.~~2022. Depreciation Per Unit Per Month increased to ~~$198~~$282 in the ~~third~~first quarter of 2023 compared to a negative expense of $78 in the first quarter of 2022 ~~compared to $21 in the third quarter of 2021~~ due primarily to ~~higher vehicle acquisition costs and~~ lower per unit gains recognized on vehicle ~~dispositions.~~dispositions and higher vehicle acquisition costs, partially offset by the impact of an extension of the estimated holding period on various portions of our fleet in the first quarter of 2023. This resulted in lower gross depreciation of revenue earning vehicles and lease charges, net over the estimated holding period as described in Note 2, "Significant Accounting Policies," in Part II, Item 8 of our 2022 Form 10-K. Average Vehicles increased in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 due to travel demand.

DOE for Americas RAC increased $136 million in the first quarter of 2023 compared to 2022 due primarily to higher fleet-related costs driven by increased volume discussed above, higher collision and maintenance costs.

SG&A for Americas RAC increased $19 million in the first quarter of 2023 compared to 2022 due primarily to increased personnel and IT costs.

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 for Americas RAC increased $117 million in the third quarter of 2022 compared to 2021 due primarily to higher fleet-related costs incurred to address high out of service levels and higher personnel costs.

~~SG&A for Americas RAC increased $13 million in the third quarter of 2022 compared to 2021 due primarily to increased advertising spend and personnel costs.~~

Vehicle interest expense for Americas RAC ~~decreased $3~~increased $91 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 due primarily to ~~$43~~the realization of $88 million of previously unrealized gains onresulting from the unwind of certain interest rate caps onin the ~~HVF III ABS Notes, partially offset by~~first quarter of 2023, higher debt levels ~~resulting from the issuance of the HVF III 2022 Series Notes~~ and higher ~~benchmark rates.~~

~~Nine months ended September 30, 2022 Compared with Nine months ended September 30, 2021~~

Total Americas RAC revenues increased $1.0 billion in the nine months ended September 30, 2022 compared to 2021 due primarily to higher volume and pricing. The increase in Transaction Days was driven primarily by volume increases in most leisure categories as travel demand increased. The increase in Total RPD was driven primarily by higher pricing across the industry due to growth in travel demand and industry-wide supply chain constraints on vehicles due in part to the Chip Shortage affecting new vehicle production. Airport revenues comprised 71% of total revenues for the segment in the nine months ended September 30, 2022 as compared to 70% in the nine months ended September 30, 2021.

Depreciation of revenue earning vehicles and lease charges for Americas RAC decreased $94 million in the nine months ended September 30, 2022 compared to 2021. Depreciation Per Unit Per Month in the nine months ended September 30, 2022 decreased to $59 compared to $101 in the nine months ended September 30, 2021, due primarily to gains recognized on increased vehicle dispositions, partially offset by higher vehicle acquisition costs. Average Vehicles increased due to travel demand.

DOE for Americas RAC increased $587 million in the nine months ended September 30, 2022 compared to 2021 due primarily to higher personnel costs as well as fleet-related costs driven by increased volume discussed above and fleet age. During the third quarter of 2022, we incurred higher fleet-related costs to address elevated out of service levels.

SG&A for Americas RAC increased $79 million in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, due primarily to increased advertising spend and personnel costs.

~~Vehicle~~average interest expense for Americas RAC decreased $114 million in the nine months ended September 30, 2022 compared to 2021 due primarily to $105 million of unrealized gains on interest rate caps on the HVF III ABS Notes and lower benchmark rates resulting from the issuance of the HVF III ~~ABS~~Series 2023 Notes and higher benchmark rates on the HVF III 2021-A Notes. This was partially offset by ~~higher debt levels due to~~a $98 million realized gain on the ~~issuance~~unwind of interest rate caps in the ~~HVF III 2022 Series Notes.~~first quarter of 2023.

In the nine months ended September 30, 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 charges in the first half of 2021.

~~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)~~

International RAC


		Three Months Ended September 30,						Percent Increase/(Decrease)		Nine Months Ended September 30,											Percent Increase/(Decrease)		Three Months Ended March 31,									Percent Increase/(Decrease)
($ in millions, except as noted)	($ in millions, except as noted)	2022			2021				2022				2021					($ in millions, except as noted)		2023				2022
Total revenues	Total revenues	$	454		$	312			46%				$	1,077				$	727				48%			Total revenues	$	317			$		252	25%
Depreciation of revenue earning vehicles and lease charges, net	Depreciation of revenue earning vehicles and lease charges, net	$	42		$	37		13		$	121				$	106					13	Depreciation of revenue earning vehicles and lease charges, net	$	32				$	34			(8)
Direct vehicle and operating expenses	Direct vehicle and operating expenses	$	206		$	173		19		$	554				$	452					23	Direct vehicle and operating expenses	$	182				$	151			21
Direct vehicle and operating expenses as a percentage of total revenues	Direct vehicle and operating expenses as a percentage of total revenues	45		%	56		%			51		%			62		%					Direct vehicle and operating expenses as a percentage of total revenues	58		%			60		%
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	$	3		$	3		(3)		$	10				$	12					(17)	Non-vehicle depreciation and amortization	$	2				$	3			(29)
Selling, general and administrative expenses	Selling, general and administrative expenses	$	53		$	27		99		$	142				$	97					47	Selling, general and administrative expenses	$	37				$	42			(11)
Selling, general and administrative expenses as a percentage of total revenues	Selling, general and administrative expenses as a percentage of total revenues	12		%	9		%			13		%			13		%					Selling, general and administrative expenses as a percentage of total revenues	12		%			17		%
Vehicle interest expense	Vehicle interest expense	$	(4)		$	8		NM		$	9				$	49					(81)	Vehicle interest expense	$	18				$	3			NM
Reorganization items, net		$	—		$	—		—		$	—				$	12					(100)

Adjusted EBITDA	Adjusted EBITDA	$	150		$	78		93		$	269				$	69					NM	Adjusted EBITDA	$	53				$	27			97
Transaction Days (in thousands)(b)	Transaction Days (in thousands)(b)	7,470			5,862			27		18,796					15,153						24	Transaction Days (in thousands)(b)	5,908					5,042				17
Average Vehicles (in whole units)(f)	Average Vehicles (in whole units)(f)	107,144			86,124			24		93,976					74,721						26	Average Vehicles (in whole units)(f)	91,545					83,591				10
Average Rentable Vehicles (in whole units)(c)	Average Rentable Vehicles (in whole units)(c)	106,020			84,241			26		93,012					73,066						27	Average Rentable Vehicles (in whole units)(c)	89,776					82,364				9
Vehicle Utilization(c)	Vehicle Utilization(c)	77		%	76		%			74		%			76		%					Vehicle Utilization(c)	72		%			68		%
Total RPD (in dollars)(d)		$	67.28		$	51.52		31		$	60.98				$	45.87					33
Total RPD (in whole dollars)(d)																						Total RPD (in whole dollars)(d)	$	53.18				$	47.00			13
Total RPU Per Month (in whole dollars)(e)	Total RPU Per Month (in whole dollars)(e)	$	1,580		$	1,195		32		$	1,369				$	1,057					30	Total RPU Per Month (in whole dollars)(e)	$	1,167				$	959			22
Depreciation Per Unit Per Month (in whole dollars)(f)	Depreciation Per Unit Per Month (in whole dollars)(f)	$	146		$	137		6		$	152				$	150					1	Depreciation Per Unit Per Month (in whole dollars)(f)	$	115				$	129			(11)
Percentage of program vehicles as of period end	Percentage of program vehicles as of period end	30		%	39		%			30		%			39		%					Percentage of program vehicles as of period end	26		%			29		%

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 ~~September 30, 2022~~March 31, 2023 Compared with Three Months Ended ~~September 30, 2021~~March 31, 2022

Total revenues for International RAC increased ~~$142~~$64 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021~~2022 due to higher ~~pricing~~volume and ~~volume.~~pricing. Excluding an unfavorable ~~$64~~$17 million fx impact, revenues increased ~~$207 million~~$81 million. The increase in Transaction Days was driven by higher volume due to increased travel demand. Total RPD increased due primarily to higher pricing across the industry resulting from growth in travel demand in most business and ~~industry-wide capacity constraints on vehicle supply. The increase in Transaction Days was driven by higher volume due to increased travel demand.~~leisure categories.

Depreciation of revenue earning vehicles and lease charges, net for International RAC ~~increased $5 million~~ in the ~~third~~first quarter of ~~2022 compared~~2023 was comparable to ~~2021. Excluding an unfavorable $7 million fx impact, depreciation increased $12 million.~~2022. Average Vehicles for International RAC increased in ~~2022~~the first quarter of 2023 due to ~~the easing of fleet purchasing constraints that existed in 2021.~~increased travel demand. Depreciation Per Unit Per Month for International RAC ~~increased~~decreased to ~~$146~~$115 for the ~~third~~first quarter of ~~2022~~2023 compared to ~~$137~~$129 for the ~~third~~first quarter of ~~2021 period~~2022 due in part to ~~higher~~continued strength in residual values and increased vehicle ~~acquisition costs.~~dispositions.

4740

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 for International RAC increased ~~$33~~$32 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021.~~2022. Excluding an unfavorable ~~$31~~$10 million fx impact, DOE increased ~~$63~~$42 million due primarily to higher volume driven by the increased travel demand discussed above.

SG&A for International RAC ~~increased $27~~decreased $5 million in the ~~third~~first quarter of ~~2022~~2023 compared ~~2021.~~2022. Excluding an unfavorable $8$2 million fx impact, SG&A ~~increased $35 million due primarily~~was comparable to ~~increased personnel costs and advertising spend.~~2022.

Vehicle interest expense for International RAC ~~decreased $12~~increased $15 million in the ~~third~~first quarter of ~~2022~~2023 compared to ~~2021 due primarily to $8 million of unrealized gains on interest rate caps.~~

~~Nine Months Ended September 30,~~ 2022 ~~Compared with Nine Months Ended September 30, 2021~~

~~Total revenues for International RAC increased $350 million in the nine months ended September 30, 2022 compared to 2021~~ due primarily to higher pricing and volume. Total RPD increased 33% driven primarily by higher pricing across the industry due to industry-wide constraints on vehicle supply. Transaction Days increased 24% driven primarily by higher volume in most leisure categories due to easing of government-imposed travel restrictions. Excluding an unfavorable $122 million fx impact, revenues increased $472 million.

Depreciation of revenue earning vehicles and lease charges for International RAC increased $14 million in the nine months ended September 30, 2022 compared to 2021. Excluding an unfavorable $14 million fx impact, depreciation increased $29 million. Average Vehicles for International RAC increased in 2022 due to the easing of fleet purchasing constraints that existed in 2021. Depreciation Per Unit Per Month for International RAC was largely consistent for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.

DOE for International RAC increased $103 million in the nine months ended September 30, 2022 compared to 2021. Excluding an unfavorable $64 million fx impact, DOE increased $167 million due primarily to higher volume driven by increased travel demand.

SG&A for International RAC increased $45 million in the nine months ended September 30, 2022 compared to 2021. Excluding an unfavorable $17 million fx impact, SG&A increased $62 million due primarily to increased advertising spend and facility costs, partially offset by lower personnel costs.

Vehicle interest expense for International RAC decreased $40 million in the nine months ended September 30, 2022 compared to 2021 due primarily to $13 million of unrealized gains on interest rate caps and lower debt ~~levels.~~

In the nine months ended September 30, 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 Noteslevels 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; ~~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 March 31,
(In millions)	2023		2022
Net income (loss)	$	314	$	376
Adjustments:
Income tax provision (benefit)	(134)		130
Non-vehicle depreciation and amortization	35		33
Non-vehicle debt interest, net	51		39
Vehicle debt-related charges(1)	10		7

Restructuring and restructuring related charges(2)	3		6






Unrealized (gains) losses on financial instruments(3)	108		(44)
Gain on sale of non-vehicle capital assets(4)	(162)		—
Other items(5)	12		67
Adjusted Corporate EBITDA	$	237	$	614

4841

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)

~~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
September 30, Nine Months Ended
September 30,
(In millions) 2022 2021 2022 2021
Net income (loss) attributable to Hertz $ 503 $ 593 $ 1,359 $ 778
Adjustments:
Income tax provision (benefit) 71 156 379 189
Non-vehicle depreciation and amortization 36 49 105 153
Non-vehicle debt interest, net(1)
43 22 123 157
Vehicle debt-related charges(2)
9 8 25 62
Restructuring and restructuring related charges(3)
8 22 29 72
Reorganization items, net(4)
— — — 513
Pre-reorganization and non-debtor financing charges(5)
— 1 — 41
Gain from the Donlen Sale(6)
— — — (400)
Unrealized (gains) losses on financial instruments(7)
(55) (1) (120) (1)
Other items(8)
3 10 96 (62)
Adjusted Corporate EBITDA $ 618 $ 860 $ 1,996 $ 1,502

Hertz Global


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022
Net income (loss) attributable to Hertz Global		$	577	$	605	$	1,943	$	626
Net income (loss)										Net income (loss)	$	196	$	426
Adjustments:	Adjustments:									Adjustments:
Income tax provision (benefit)	Income tax provision (benefit)	70		160		379		193		Income tax provision (benefit)	(134)		130
Non-vehicle depreciation and amortization	Non-vehicle depreciation and amortization	36		49		105		153		Non-vehicle depreciation and amortization	35		33
Non-vehicle debt interest, net~~(1)~~	Non-vehicle debt interest, net~~(1)~~	43		22		123		157		Non-vehicle debt interest, net~~(1)~~	51		39
Vehicle debt-related charges~~(2)~~(1)	Vehicle debt-related charges~~(2)~~(1)	9		8		25		62		Vehicle debt-related charges~~(2)~~(1)	10		7
Restructuring and restructuring related charges~~(3)~~(2)	Restructuring and restructuring related charges~~(3)~~(2)	8		22		29		72		Restructuring and restructuring related charges~~(3)~~(2)	3		6

Reorganization items, net(4)		—		—		—		677
Pre-reorganization and non-debtor financing charges(5)		—		1		—		41
Gain from the Donlen Sale(6)		—		—		—		(400)

Unrealized (gains) losses on financial instruments~~(7)~~(3)	Unrealized (gains) losses on financial instruments~~(7)~~(3)	(55)		(1)		(120)		(1)		Unrealized (gains) losses on financial instruments~~(7)~~(3)	108		(44)
Change in fair value of Public Warrants(9)		(73)		(16)		(584)		(16)
Other items(8)		3		10		96		(62)
Gain on sale of non-vehicle capital assets(4)										Gain on sale of non-vehicle capital assets(4)	(162)		—
Change in fair value of Public Warrants(6)										Change in fair value of Public Warrants(6)	118		(50)
Other items(5)										Other items(5)	12		67
Adjusted Corporate EBITDA	Adjusted Corporate EBITDA	$	618	$	860	$	1,996	$	1,502	Adjusted Corporate EBITDA	$	237	$	614

(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 nine~~ months ended ~~September 30,~~March 31, 2023, primarily includes certain IT related charges. For the three months ended March 31, 2022 primarily includes bankruptcy claims, certain non-cash stock-based compensation charges, certain professional fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges recorded in the first half of the year. For the three and nine months ended September 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.claims.

~~(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 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.

Americas RAC International RAC
Three Months Ended September 30,
2022 2021 2022 2021
Transaction Days (in thousands) 29,653 27,627 7,470 5,862
Average Rentable Vehicles (in whole units) 397,488 372,326 106,020 84,241
Number of days in period (in whole units) 92 92 92 92
Available Car Days (in thousands) 36,585 34,261 9,754 7,749
Vehicle Utilization 81 % 81 % 77 % 76 %


		Americas RAC				International RAC					Americas RAC				International RAC
		Nine Months Ended September 30,									Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
Transaction Days (in thousands)	Transaction Days (in thousands)	84,392		72,870		18,796		15,153		Transaction Days (in thousands)	27,879		25,579		5,908		5,042
Average Rentable Vehicles (in whole units)	Average Rentable Vehicles (in whole units)	390,071		337,597		93,012		73,066		Average Rentable Vehicles (in whole units)	393,512		373,153		89,776		82,364
Number of days in period (in whole units)	Number of days in period (in whole units)	273		273		273		273		Number of days in period (in whole units)	90		90		90		90
Available Car Days (in thousands)	Available Car Days (in thousands)	106,538		92,261		25,417		19,965		Available Car Days (in thousands)	35,420		33,584		8,191		7,415
Vehicle Utilization	Vehicle Utilization	79	%	79	%	74	%	76	%	Vehicle Utilization	79	%	76	%	72	%	68	%

~~(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
Three Months Ended September 30,
($ in millions, except as noted) 2022 2021 2022 2021
Revenues $ 2,042 $ 1,914 $ 454 $ 312
Foreign currency adjustment(1)
1 (1) 49 (10)
Total Revenues - adjusted for foreign currency $ 2,043 $ 1,913 $ 503 $ 302
Transaction Days (in thousands) 29,653 27,627 7,470 5,862
Total RPD (in dollars) $ 68.90 $ 69.25 $ 67.28 $ 51.52

5042

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
Nine Months Ended September 30,
($ in millions, except as noted) 2022 2021 2022 2021
Revenues $ 5,573 $ 4,524 $ 1,077 $ 727
Foreign currency adjustment(1)
1 (2) 69 (32)
Total Revenues - adjusted for foreign currency $ 5,574 $ 4,522 $ 1,146 $ 695
Transaction Days (in thousands) 84,392 72,870 18,796 15,153
Total RPD (in whole dollars) $ 66.05 $ 62.06 $ 60.98 $ 45.87
(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. 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
	Three Months Ended March 31,
($ in millions, except as noted)	2023		2022		2023		2022
Revenues	$	1,730	$	1,558	$	317	$	252

Foreign currency adjustment(1)	(1)		(2)		(3)		(15)
Total Revenues - adjusted for foreign currency	$	1,729	$	1,556	$	314	$	237
Transaction Days (in thousands)	27,879		25,579		5,908		5,042
Total RPD (in whole dollars)	$	62.03	$	60.81	$	53.18	$	47.00

(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 September 30,
($ in millions, except as noted) 2022 2021 2022 2021
Total Revenues - adjusted for foreign currency $ 2,043 $ 1,913 $ 503 $ 302
Average Rentable Vehicles (in whole units) 397,488 372,326 106,020 84,241
Total revenue per unit (in whole dollars) $ 5,140 $ 5,138 $ 4,740 $ 3,585
Number of months in period (in whole units)
3 3 3 3
Total RPU Per Month (in whole dollars) $ 1,713 $ 1,713 $ 1,580 $ 1,195

Americas RAC International RAC
Nine Months Ended September 30,
($ in millions, except as noted) 2022 2021 2022 2021
Total Rental Revenues $ 5,574 $ 4,522 $ 1,146 $ 695
Average Rentable Vehicles (in whole units) 390,071 337,597 93,012 73,066
Total revenue per unit (in whole dollars) $ 14,289 $ 13,395 $ 12,323 $ 9,513
Number of months in period (in whole units)
9 9 9 9
Total RPU Per Month (in whole dollars) $ 1,588 $ 1,488 $ 1,369 $ 1,057

~~Table of Contents~~

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

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~


	Americas RAC				International RAC
	Three Months Ended March 31,
($ in millions, except as noted)	2023		2022		2023		2022
Total Revenues - adjusted for foreign currency	$	1,729	$	1,556	$	314	$	237
Average Rentable Vehicles (in whole units)	393,512		373,153		89,776		82,364
Total revenue per unit (in whole dollars)	$	4,395	$	4,169	$	3,500	$	2,877
Number of months in period (in whole units)	3		3		3		3
Total RPU Per Month (in whole dollars)	$	1,465	$	1,390	$	1,167	$	959

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

(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
Three Months Ended September 30,
($ in millions, except as noted) 2022 2021 2022 2021
Depreciation of revenue earning vehicles and lease charges, net $ 252 $ 24 $ 42 $ 37
Foreign currency adjustment(1)
— — 5 (1)
Adjusted depreciation of revenue earning vehicles and lease charges $ 252 $ 24 $ 47 $ 36
Average Vehicles (in whole units)
425,596 387,368 107,144 86,124
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars) $ 593 $ 62 $ 437 $ 412
Number of months in period (in whole units)
3 3 3 3
Depreciation Per Unit Per Month (in whole dollars) $ 198 $ 21 $ 146 $ 137


		Americas RAC				International RAC					Americas RAC				International RAC
		Nine Months Ended September 30,									Three Months Ended March 31,
($ 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	$	220	$	314	$	121	$	106	Depreciation of revenue earning vehicles and lease charges, net	$	349	$	(93)	$	32	$	34
Foreign currency adjustment(1)	Foreign currency adjustment(1)	—		1		7		(5)		Foreign currency adjustment(1)	1		—		(1)		(2)
Adjusted depreciation of revenue earning vehicles and lease charges	Adjusted depreciation of revenue earning vehicles and lease charges	$	220	$	315	$	128	$	101	Adjusted depreciation of revenue earning vehicles and lease charges	$	350	$	(93)	$	31	$	32
Average Vehicles (in whole units)	Average Vehicles (in whole units)	415,110		346,032		93,976		74,721		Average Vehicles (in whole units)	412,983		397,620		91,545		83,591
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)	$	529	$	910	$	1,366	$	1,351	Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	$	847	$	(235)	$	344	$	386
Number of months in period (in whole units)	Number of months in period (in whole units)	9		9		9		9		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)	$	59	$	101	$	152	$	150	Depreciation Per Unit Per Month (in whole dollars)	$	282	$	(78)	$	115	$	129

(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 ~~September 30, 2022,~~March 31, 2023, we had ~~$1.0 billion~~$728 million of cash and cash equivalents and ~~$502~~$514 million of restricted cash and cash equivalents. As of ~~September 30, 2022, $257~~March 31, 2023, $335 million of cash and cash equivalents and ~~$102~~$75 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, Hertz had cash and cash equivalents of ~~$1.0 billion~~$728 million and ~~$2.3 billion,~~$943 million, respectively, and restricted cash and cash equivalents of ~~$502~~$514 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:


		Nine Months Ended September 30,							Three Months Ended March 31,
(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	$	2,261	$	1,208	$	1,053	Operating activities	$	561	$	621	$	(60)
Investing activities	Investing activities	(3,473)		(2,440)		(1,033)		Investing activities	(1,488)		(1,541)		53
Financing activities	Financing activities	120		3,170		(3,050)		Financing activities	740		392		348
Effect of exchange rate changes	Effect of exchange rate changes	(50)		(22)		(28)		Effect of exchange rate changes	11		(1)		12
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	$	(1,142)	$	1,916	$	(3,058)	Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(176)	$	(529)	$	353

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, cash flows from operating activities ~~increased by $1.1 billion~~decreased $60 million period over period due primarily due to a ~~$823~~$241 million change in working capital accounts, offset by a $181 million change in net income, ~~attributable to Hertz,~~ as adjusted for non-cash and non-operating ~~items, and a $230 million change in working capital accounts.~~items. Cash flows from working capital accounts ~~increased~~decreased due primarily to ~~the~~non-vehicle payments due to timing, a decrease in accrued liabilities due in part to incentive payments in 2023 and a reduction ~~of reorganization items~~in post-emergence bankruptcy and ~~professional fees and the elimination of certain expense prepayment requirements while~~other related payments in ~~Chapter 11, partially offset by the payment of bankruptcy claims in 2022 that had been previously deferred and subject to compromise while in Chapter 11 in 2021.~~2023.

Our primary investing activities relate to the acquisition and disposal of revenue earning vehicles. During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, there was a ~~$1.0 billion increase~~$53 million decrease in the cash used in investing activities period over period due primarily to ~~$871~~$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 $132~~Part I, Item 1 of this Quarterly Report, partially offset by an $104 million ~~net increase~~decrease in ~~cash~~revenue earning vehicle expenditures, net primarily resulting from ~~higher acquisition costs as we expanded~~lower per unit gains recognized on vehicle dispositions and fewer vehicle acquisitions in the 2023 period primarily in our fleet in 2022 due to travel demand, partially offset by $54 million related to cash collateral payments, net of returns, for certain outstanding letters of credit upon emergence from bankruptcy in 2021.Americas RAC segment.

Net financing cash inflows were ~~$120~~$740 million in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~cash inflows of $3.2 billion~~$392 million in the ~~2021~~2022 period. The ~~$3.1 billion decrease~~$348 million increase in cash inflows ~~was~~ due in part to a ~~$5.6 billion contribution from Hertz Holdings~~$649 million reduction in ~~2021 with no comparable in 2022, $2.2 billion of~~ dividends paid ~~to Hertz Holdings to fund share repurchases in 2022, partially offset by $4.5 billion of net proceeds primarily related to the repayment of non-vehicle debt in 2021.~~

5344

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)

to Hertz Holdings used primarily for share repurchases, partially offset by a decrease of $317 million in net proceeds from vehicle debt resulting from less issuances in the 2023 period versus 2022.

Cash Flows - Hertz Global

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, Hertz Global had cash and cash equivalents of ~~$1.0 billion~~$728 million and ~~$2.3 billion,~~$943 million, respectively, and restricted cash and cash equivalents of ~~$502~~$514 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:


		Nine Months Ended September 30,							Three Months Ended March 31,
(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	$	2,261	$	1,208	$	1,053	Operating activities	$	562	$	621	$	(59)
Investing activities	Investing activities	(3,473)		(2,440)		(1,033)		Investing activities	(1,488)		(1,541)		53
Financing activities	Financing activities	119		3,142		(3,023)		Financing activities	739		392		347
Effect of exchange rate changes	Effect of exchange rate changes	(50)		(22)		(28)		Effect of exchange rate changes	11		(1)		12
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	$	(1,143)	$	1,888	$	(3,031)	Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(176)	$	(529)	$	353

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 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. During the second quarter of 2022, the ~~Company completed the~~ 2021 Share Repurchase Program. 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.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 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. During the three months ended ~~September 30, 2022,~~March 31, 2023, a total of ~~27,232,916~~5,735,648 shares of Hertz Global's common stock were repurchased under this program at an average share price of ~~$18.36~~$17.44 for an aggregate purchase price of ~~$500~~$100 million. As of ~~September 30, 2022,~~March 31, 2023, a total of ~~28,440,846~~53,038,657 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 ~~$520~~$935 million.

These amounts are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of March 31, 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.

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)

Debt Financing

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

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

Vehicle Debt

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

•HVF III Series 2023-1 Notes were issued ~~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

~~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)~~

Class D Notes in an aggregate principal amount of ~~$98~~$40 million, ~~which were subsequently sold to third parties~~and accordingly, the related principal amount is eliminated in ~~July and August 2022.~~consolidation.

•

~~In January 2022,~~ HVF III Series ~~2022-2~~2023-2 Notes were issued ~~in four classes (Class A, Class B, Class C and Class D)~~ in an aggregate principal amount of ~~$750~~$300 million. ~~Hertz purchased the Class D Notes, and as a result approximately $98 million of the aggregate principal amount is eliminated in consolidation.~~

~~In January 2022,~~There is subordination within each of the ~~Australian Securitization was amended~~preceding series based on class. Proceeds from the issuance of the HVF III Series 2023-1 Notes and HVF III Series 2023-2 Notes were used to ~~increase~~repay amounts outstanding on the ~~aggregate maximum borrowings to AUD250~~Series 2021-A Notes and for the purchase or refinancing of electric vehicles.

As of March 31, 2023, transactions totaling $114 million ~~and to extend~~were outstanding under the ~~maturity to April 2024.~~Repurchase Facilities.

In March ~~2022, HVF III Series 2022-3 Notes were issued in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $383 million. At~~2023, the ~~time of issuance, Hertz purchased the Class D Notes in an aggregate principal amount of $50 million, which were subsequently sold to third parties in July 2022.~~

In March 2022, HVF III Series 2022-4 Notes were issued in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $667 million. At the time of issuance, Hertz purchased the Class D Notes in an aggregate principal amount of $87 million which were subsequently sold in August 2022.

In March 2022, HVF III Series 2022-5 Notes were issued in four classes (Class A, Class B, Class C and Class D) 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 to the commitments for the Series 2021-A Notes was made, increasing the maximum principal amount that may be outstanding from $3.0 billion to $3.2 billion.~~

~~In 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.~~

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

~~In April 2022, Hertz U.K. Limited amended the U.K. Financing Facility to~~its seasonal commitment period and provide for aggregate maximum borrowings of ~~up to £120~~NZD$80 million ~~for a seasonal commitment period~~with step downs in committed capacity through October 2022. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to £100 million. Additionally, the U.K. Financing Facility was amended to extend the maturity of the aggregate maximum borrowings of £100 million to October 2023.

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 September 30, 2022, transactions totaling $85 million were outstanding under the Repurchase Facility and such transactions bear interest at a rate of SOFR plus 185 basis points and have a 30-day tenor.

In June 2022, the Hertz Canadian Securitization was amended to provide for aggregate maximum borrowings of CAD$450 million, for a seasonal commitment period through November 2022. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to CAD$350 million. Additionally, the Hertz Canadian Securitization was amended to extend the maturity of the aggregate maximum borrowings of CAD$350 million to June 2024.

~~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)~~

~~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.~~

~~In July 2022, Hertz U.K. Limited amended the U.K. Toyota Financing Facility to increase aggregate maximum borrowings from £25 million to £42 million and extended the maturity to June 2023.~~

~~In October 2022, Hertz New Zealand Holdings Limited amended its credit agreement to provide for aggregate maximum borrowings up to NZD$85 million, for a seasonal commitment period through March~~ 2023. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to NZD$60 million.

~~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 ~~September 30, 2022.~~March 31, 2023. Cash paid for interest on vehicle debt during the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was ~~$151~~$96 million and ~~$227~~$39 million, respectively. The ~~$76~~$57 million ~~decrease~~increase in cash paid for vehicle debt interest is due primarily to higher debt levels resulting from the ~~payoff~~issuance of the HVF III Series 2023 Notes and ~~termination of vehicle debt in accordance with the Plan of Reorganization in 2021.~~higher interest rates. Cash paid for interest on non-vehicle debt during the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was ~~$97~~$36 million and ~~$181~~$17 million, respectively. The ~~$84~~$19 million ~~decrease~~increase in cash paid for non-vehicle debt interest is due primarily to ~~the payoff and termination of non-vehicle~~higher benchmark rates.

Our available corporate liquidity, which excludes unused commitments under our vehicle debt, ~~in accordance with the Plan of Reorganization in 2021.~~was as follows:



(In millions)	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	728	$	943
Availability under the First Lien RCF	1,512		1,514
Corporate liquidity	$	2,240	$	2,457

5646

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)

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

(In millions) September 30, 2022 December 31, 2021
Cash and cash equivalents $ 1,006 $ 2,257
Availability under the First Lien RCF 1,572 925
Corporate liquidity $ 2,578 $ 3,182

Letters of Credit

As of ~~September 30, 2022,~~March 31, 2023, there were outstanding standby letters of credit totaling ~~$633~~$749 million comprised primarily of $245 million issued under the Term C Loan and ~~$373~~$488 million issued under the First Lien RCF. As of ~~September 30, 2022,~~March 31, 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 ~~September 30, 2022,~~March 31, 2023, none of the issued letters of credit ~~have been drawn upon.~~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~~The financial covenant was effective beginning in the third quarter of 2021. As of ~~September 30, 2022,~~March 31, 2023, we were 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, the incurrence of liens, indebtedness, asset dispositions and restricted payments. As of ~~September 30, 2022,~~March 31, 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) Revenue Earning Vehicles
(In millions) Capital
Expenditures Disposal
Proceeds Net Capital
Expenditures
2022
First Quarter $ (2,985) $ 1,471 $ (1,514)
Second Quarter (3,104) 1,416 (1,688)
Third Quarter (1,764) 1,583 (181)
Total $ (7,853) $ 4,470 $ (3,383)
2021
First Quarter $ (1,517) $ 686 $ (831)
Second Quarter (2,619) 513 (2,106)
Third Quarter (1,060) 746 (314)
Total $ (5,196) $ 1,945 $ (3,251)



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




2022
First Quarter	$	(2,985)	$	1,471	$	(1,514)

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



Cash inflow (cash outflow)	Three Months Ended March 31,
($ in millions)	2023		2022		$ Change		% Change
Americas RAC	$	(1,585)	$	(1,440)	$	(145)	10
International RAC	(33)		(74)		41		(55)

Total	$	(1,618)	$	(1,514)	$	(104)	7

Revenue earning vehicle expenditures decreased approximately $161 million, or 5%, in the three months ended March 31, 2023 compared to the 2022 period, primarily in our Americas RAC segment, resulting from fewer vehicle acquisitions. Revenue earning vehicle disposal proceeds decreased $265 million for the three months ended March 31, 2023 compared to the 2022 period resulting primarily from lower per unit gains recognized on vehicle dispositions in our Americas RAC segment.

5747

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)

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

Cash inflow (cash outflow) Nine Months Ended
September 30,
($ in millions) 2022 2021 $ Change % Change
Americas RAC $ (2,651) $ (2,704) $ 53 (2)
International RAC (732) (463) (269) 58
All other operations(1)
— (84) 84 (100)
Total $ (3,383) $ (3,251) $ (132) 4

~~(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.~~

Revenue earning vehicle expenditures increased approximately $2.7 billion, or 51%, in the nine months ended September 30, 2022 compared to the 2021 period, primarily in our Americas RAC segment, resulting from higher vehicle acquisition costs. Revenue earning vehicle disposal proceeds increased $2.5 billion for the nine months ended September 30, 2022 compared to the 2021 period resulting from increased vehicle dispositions.

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) Non-Vehicle Capital Assets
(In millions) Capital
Expenditures Disposal
Proceeds Net Capital
Expenditures
2022
First Quarter $ (30) $ 1 $ (29)
Second Quarter (29) 5 (24)
Third Quarter (45) 4 (41)
Total $ (104) $ 10 $ (94)
2021
First Quarter $ (9) $ 4 $ (5)
Second Quarter (8) 6 (2)
Third Quarter (24) 7 (17)
Total $ (41) $ 17 $ (24)


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




2022
First Quarter	$	(30)	$	1	$	(29)

~~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)~~

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


Cash inflow (cash outflow)	Cash inflow (cash outflow)	Nine Months Ended September 30,							Cash inflow (cash outflow)	Three Months Ended March 31,
($ in millions)	($ in millions)	2022		2021		$ Change		% Change	($ in millions)	2023		2022		$ Change		% Change
Americas RAC	Americas RAC	$	(81)	$	(13)	$	(68)	NM	Americas RAC	$	146	$	(28)	$	174	NM
International RAC	International RAC	(8)		(3)		(5)		NM	International RAC	(3)		(2)		(1)		50
All other operations(1)		—		(1)		1		(100)

Corporate	Corporate	(5)		(7)		2		(29)	Corporate	(13)		1		(14)		NM
Total	Total	$	(94)	$	(24)	$	(70)	NM	Total	$	130	$	(29)	$	159	NM

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

In the three months ended March 31, 2023, proceeds for non-vehicle capital assets increased by $174 million compared to 2022, primarily in our Americas RAC segment, resulting primarily from the sale of ~~our Donlen business, which was sold on March 30, 2021~~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 ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, expenditures for non-vehicle capital assets increased by ~~$63~~$15 million compared to the ~~2021~~2022 period, primarily in ~~our Americas RAC segment,~~Corporate, resulting primarily from ~~the restart of location refurbishment projects put on hold during the Chapter 11 Cases~~increased IT related and electric vehicle charging infrastructure ~~spend in 2022.~~spend.

CONTRACTUAL OBLIGATIONS

As of ~~September 30, 2022,~~March 31, 2023, there have been no material changes outside of the ordinary course of business to our known contractual 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.

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.

5948

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)

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, 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;

6049

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)

•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~~personal injury, death and ~~regulations,~~property damage, or changes in such laws and regulations, that affect our ability to deduct certain business interest expenses and offset previously-deferred tax gains, as well as any adverse determinations 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.

6150

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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 Chief Financial Officer have concluded that as of ~~September 30, 2022,~~March 31, 2023, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2023, as part of our initiative to migrate technology to the cloud, we completed deployment of certain modules in our new cloud enterprise resource planning (“ERP”) system to support certain aspects of financial reporting, budgeting and forecasting, procure to pay processes and human resources management. As a result of the ERP system implementation, in the three months ended March 31, 2023, certain internal controls over financial reporting have been automated, modified or implemented to address the changes in the control environment and processes associated with the ERP system.

There were no other changes in our internal control over financial reporting that occurred during the three months ended ~~September 30, 2022~~March 31, 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

During the three months ended March 31, 2023, as part of our initiative to migrate technology to the cloud, we completed deployment of certain modules in our new ERP system to support certain aspects of financial reporting, budgeting and forecasting, procure to pay processes and human resources management.As a result of the ERP system implementation, in the three months ended March 31, 2023, certain internal controls over financial reporting have been automated, modified or implemented to address the changes in the control environment and processes associated with the ERP system.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 4. CONTROLS AND PROCEDURES (CONTINUED)

6252

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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 ~~third~~first 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
July 1 – July 31, 2022 10,856,481 $ 17.35 10,856,481 $ 1,791,677
August 1 – August 31, 2022 6,452,041 $ 20.61 6,452,041 $ 1,658,684
September 1 – September 30, 2022 9,924,394 $ 17.99 9,924,394 $ 1,480,110
Total 27,232,916 $ 18.36 27,232,916 $ 1,480,110


	(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
January 1 – January 31, 2023	1,259,972	$	16.64	1,259,972	$	1,144,408
February 1 – February 28, 2023	1,668,208	$	18.88	1,668,208	$	1,112,915
March 1 – March 31, 2023	2,807,468	$	16.94	2,807,468	$	1,065,353
Total	5,735,648	$	17.44	5,735,648	$	1,065,353

~~Table of Contents~~

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

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

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.

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.

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5. OTHER INFORMATION

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.

6454

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX


Exhibit Number		Description
























10.1	Hertz Holdings Hertz	Series 2023-1 Supplement, dated as of March 2, 2023, 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 (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 March 2, 2023).
10.2	Hertz Holdings Hertz	Series 2023-2 Supplement, dated as of March 2, 2023, 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 (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 March 2, 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

Table of Contents

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:	~~October~~April 27, ~~2022~~2023	HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION (Registrants)
		By:	/s/ ~~KENNY CHEUNG~~ALEXANDRA BROOKS
			~~Kenny Cheung~~Alexandra Brooks ~~Executive~~Senior Vice President and Interim Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

6556

~~Table of Contents~~

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

~~THE HERTZ CORPORATION AND SUBSIDIARIES~~

~~EXHIBIT INDEX~~


Exhibit Number		~~Description~~
























~~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



		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	3733
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	6251
ITEM 4.	Controls and Procedures	6251
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	6353
ITEM 1A.	Risk Factors	6353
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6353
ITEM 3.	Defaults Upon Senior Securities	6454
ITEM 5.	Other Information	6454
ITEM 6.	Exhibits	64
~~SIGNATURE~~		6554
EXHIBIT INDEX		6655
SIGNATURE		56