10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

Commission File Number 001-33139

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

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

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

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

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

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

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

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

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

There were 420,318,854 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding as of August 1, 2012.

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

INDEX

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Report of Independent Registered Public Accounting Firm	1
	Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	2
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011	3
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2012 and 2011	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011	5-6
	Notes to Condensed Consolidated Financial Statements	7-31
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32-65
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	66
ITEM 4.	Controls and Procedures	66
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	67
ITEM 1A.	Risk Factors	67
ITEM 6.	Exhibits	67
SIGNATURE		68
EXHIBIT INDEX		69

PART I—FINANCIAL INFORMATION

ITEM l.    Condensed Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Hertz Global Holdings, Inc.:

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

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

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

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

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 2, 2012

1

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars)

Unaudited

	June 30, 2012			December 31, 2011
ASSETS
Cash and cash equivalents	$	586,201		$	931,779
Restricted cash and cash equivalents		175,449			308,039
Receivables, less allowance for doubtful accounts of $21,899 and $20,282		1,448,271			1,616,382
Inventories, at lower of cost or market		101,712			83,978
Prepaid expenses and other assets		419,209			421,758
Revenue earning equipment, at cost:
Cars		12,027,004			9,678,765
Less accumulated depreciation		(1,619,009	)		(1,360,012	)
Other equipment		3,046,549			2,830,176
Less accumulated depreciation		(1,016,585	)		(1,043,520	)
Total revenue earning equipment		12,437,959			10,105,409
Property and equipment, at cost:
Land, buildings and leasehold improvements		1,172,743			1,146,112
Service equipment and other		1,112,298			1,050,915
		2,285,041			2,197,027
Less accumulated depreciation		(1,020,772	)		(945,173	)
Total property and equipment		1,264,269			1,251,854
Other intangible assets, net		2,544,011			2,562,234
Goodwill		452,408			392,094
Total assets	$	19,429,489		$	17,673,527
LIABILITIES AND EQUITY
Accounts payable	$	1,487,086		$	897,489
Accrued liabilities		1,064,410			1,128,458
Accrued taxes		165,576			125,803
Debt		12,467,873			11,317,090
Public liability and property damage		270,640			281,534
Deferred taxes on income		1,707,966			1,688,478
Total liabilities		17,163,551			15,438,852
Commitments and contingencies
Equity:
Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity
Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding		—			—
Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 420,302,667 and 417,022,853 shares issued and outstanding		4,203			4,170
Additional paid-in capital		3,210,281			3,205,964
Accumulated deficit		(910,508	)		(947,064	)
Accumulated other comprehensive loss		(38,057	)		(28,414	)
Total Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity		2,265,919			2,234,656
Noncontrolling interest		19			19
Total equity		2,265,938			2,234,675
Total liabilities and equity	$	19,429,489		$	17,673,527

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

2

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands of Dollars, except share and per share data)

Unaudited

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues:
Car rental	$	1,849,327		$	1,731,200		$	3,472,558		$	3,210,138
Equipment rental		334,199			301,641			635,525			569,727
Other		41,622			39,452			77,990			72,431
Total revenues		2,225,148			2,072,293			4,186,073			3,852,296
Expenses:
Direct operating		1,188,933			1,187,306			2,304,080			2,260,971
Depreciation of revenue earning equipment and lease charges		519,750			419,669			1,033,867			855,758
Selling, general and administrative		206,569			195,591			414,321			377,812
Interest expense		152,184			165,826			314,451			362,715
Interest income		(468	)		(1,546	)		(1,560	)		(3,401	)
Other (income) expense, net		(554	)		10,801			(1,011	)		62,677
Total expenses		2,066,414			1,977,647			4,064,148			3,916,532
Income (loss) before income taxes		158,734			94,646			121,925			(64,236	)
Provision for taxes on income		(65,847	)		(34,561	)		(85,370	)		(4,621	)
Net income (loss)		92,887			60,085			36,555			(68,857	)
Less: Net income attributable to noncontrolling interest		—			(5,087	)		—			(8,760	)
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	92,887		$	54,998		$	36,555		$	(77,617	)
Weighted average shares outstanding (in thousands):
Basic		420,036			415,947			419,056			415,011
Diluted		447,448			451,818			447,881			415,011
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders:
Basic	$	0.22		$	0.13		$	0.09		$	(0.19	)
Diluted	$	0.21		$	0.12		$	0.08		$	(0.19	)

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

3

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands of Dollars)

Unaudited

	Three Months Ended June 30, 2012						Three Months Ended June 30, 2011
Net income				$	92,887					$	60,085
Other comprehensive income (loss), net of tax:
Translation adjustment changes, (net of tax of 2012: $1,756 and 2011: $324)	$	(46,090	)				$	16,259
Unrealized holding gains on securities, (net of tax of 2012: $9 and 2011: $765)		11						1,202
Other, (net of tax of 2012: $0 and 2011: $0)		196						(18	)
Unrealized loss on Euro-denominated debt, (net of tax of 2012: $0 and 2011: $(2,150))		—						(3,357	)
Defined benefit pension plans
Net gains arising during the period, (net of tax of 2012: $1,251 and 2011: $888)		2,196						15,699
Defined benefit pension plans		2,196						15,699
Other comprehensive income (loss)					(43,687	)					29,785
Comprehensive income					49,200						89,870
Less: Comprehensive income attributable to noncontrolling interest					—						(5,087	)
Comprehensive income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders				$	49,200					$	84,783

	Six Months Ended June 30, 2012						Six Months Ended June 30, 2011
Net income (loss)				$	36,555					$	(68,857	)
Other comprehensive income (loss), net of tax:
Translation adjustment changes, (net of tax of 2012: $382 and 2011: ($1,650))	$	(16,520	)				$	58,730
Unrealized holding gains on securities, (net of tax of 2012: $1,968 and 2011: $765)		3,097						1,235
Other, (net of tax of 2012: $0 and 2011: $0)		108						(60	)
Unrealized loss on Euro-denominated debt, (net of tax of 2012: $0 and 2011: $(9,548))		—						(14,915	)
Defined benefit pension plans
Net gains arising during the period, (net of tax of 2012: $2,338 and 2011: $1,675)		3,672						17,082
Defined benefit pension plans		3,672						17,082
Other comprehensive income (loss)					(9,643	)					62,072
Comprehensive income (loss)					26,912						(6,785	)
Less: Comprehensive income attributable to noncontrolling interest					—						(8,760	)
Comprehensive income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders				$	26,912					$	(15,545	)

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

4

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

Unaudited

	Six Months Ended June 30,
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	36,555		$	(68,857	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of revenue earning equipment		989,300			809,433
Depreciation of property and equipment		83,756			77,140
Amortization of other intangible assets		39,029			33,679
Amortization and write-off of deferred financing costs		30,560			64,251
Amortization and write-off of debt discount		14,888			22,677
Stock-based compensation charges		14,977			16,630
Gain on derivatives		(856	)		(2,203	)
Loss on revaluation of foreign denominated debt		2,498			—
Provision for losses on doubtful accounts		13,582			14,313
Asset writedowns		3,181			23,311
Deferred taxes on income		31,329			(29,184	)
Gain on sale of property and equipment		(716	)		(4,748	)
Changes in assets and liabilities, net of effects of acquisition:
Receivables		(226,556	)		(187,818	)
Inventories, prepaid expenses and other assets		(33,056	)		(57,878	)
Accounts payable		142,051			138,214
Accrued liabilities		7,926			(179,327	)
Accrued taxes		16,806			21,667
Public liability and property damage		(6,842	)		(4,393	)
Net cash provided by operating activities		1,158,412			686,907
Cash flows from investing activities:
Net change in restricted cash and cash equivalents		130,137			(60,233	)
Revenue earning equipment expenditures		(5,698,892	)		(5,466,856	)
Proceeds from disposal of revenue earning equipment		3,608,323			3,488,890
Property and equipment expenditures		(137,168	)		(125,370	)
Proceeds from disposal of property and equipment		56,421			28,388
Acquisitions, net of cash acquired		(161,844	)		(10,976	)
Purchase of short-term investments, net		—			(32,891	)
Other investing activities		(625	)		1,303
Net cash used in investing activities	$	(2,203,648	)	$	(2,177,745	)

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

5

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Thousands of Dollars)

Unaudited

	Six Months Ended June 30,
	2012			2011
Cash flows from financing activities:
Proceeds from issuance of long-term debt	$	270,529		$	3,028,591
Payment of long-term debt		(643,083	)		(3,631,480	)
Short-term borrowings:
Proceeds		246,664			285,803
Payments		(656,231	)		(489,217	)
Proceeds (payments) under the revolving lines of credit, net		1,543,770			728,855
Distributions to noncontrolling interest		—			(10,500	)
Purchase of noncontrolling interest		(38,000	)		—
Proceeds from employee stock purchase plan		1,988			1,716
Proceeds from exercise of stock options		5,742			11,581
Proceeds from disgorgement of stockholder short-swing profits		17			72
Net settlement on vesting of restricted stock		(19,976	)		(11,381	)
Payment of financing costs		(6,949	)		(81,392	)
Net cash provided by (used in) financing activities		704,471			(167,352	)
Effect of foreign exchange rate changes on cash and cash equivalents		(4,813	)		31,602
Net decrease in cash and cash equivalents during the period		(345,578	)		(1,626,588	)
Cash and cash equivalents at beginning of period		931,779			2,374,170
Cash and cash equivalents at end of period	$	586,201		$	747,582
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amounts capitalized)	$	281,864		$	343,383
Income taxes		37,655			25,338
Supplemental disclosures of non-cash flow information:
Purchases of revenue earning equipment included in accounts payable and accrued liabilities	$	598,620		$	628,695
Sales of revenue earning equipment included in receivables		178,409			263,954
Purchases of property and equipment included in accounts payable		42,060			59,633
Sales of property and equipment included in receivables		9,163			14,356

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

6

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1—Background

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

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

On December 21, 2005, investment funds associated with or designated by:

•

Clayton, Dubilier & Rice, Inc., which was succeeded by Clayton, Dubilier & Rice, LLC, or "CD&R,"



•

The Carlyle Group, or "Carlyle," and



•

Merrill Lynch Global Private Equity, Inc., or "MLGPE,"

acquired all of Hertz's common stock from Ford Holdings LLC. In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the former parent company of MLGPE. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by the investment funds associated with MLGPE. We refer to CD&R, Carlyle and MLGPE collectively as the "Sponsors." We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition."

After giving effect to our initial public offering in November 2006 and subsequent offerings, the Sponsors' holdings represent approximately 38% of the outstanding shares of common stock of Hertz Holdings as of June 30, 2012.

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

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

Note 2—Basis of Presentation and Recently Issued Accounting Pronouncements

Basis of Presentation

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

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

7

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

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

In our opinion, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been made. Results for interim periods are not necessarily indicative of results for a full year.

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

Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board, or "FASB," issued Accounting Standards Update No. 2011-05, "Presentation of Comprehensive Income," requiring companies to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements of net income and other comprehensive income. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. These provisions became effective for us beginning with the quarterly report for the period ended March 31, 2012. In December 2011, the FASB issued Accounting Standards Update No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05," which defers the timing of implementing only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments.

Note 3—Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

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

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

Restricted cash and cash equivalents includes cash and cash equivalents that are not readily available for our normal disbursements. Restricted cash and cash equivalents are restricted for the purchase of revenue earning vehicles and other specified uses under our Fleet Debt facilities, for our Like-Kind Exchange Program, or "LKE Program," and to satisfy certain of our self-insurance regulatory reserve requirements. As of June 30, 2012 and December 31, 2011, the portion of total restricted cash and cash equivalents that was associated with our Fleet Debt facilities was $104.0 million and $213.6 million, respectively. The decrease in restricted cash and cash equivalents associated with our fleet debt of $109.6 million from December 31, 2011 to June 30, 2012 was primarily related to the timing of purchases and sales of revenue earning vehicles.

8

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 4—Goodwill and Other Intangible Assets

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

	Car Rental			Equipment Rental			Total
Balance as of January 1, 2012
Goodwill	$	419.3		$	693.8		$	1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
		373.2			18.9			392.1
Goodwill acquired during the period		—			76.8			76.8
Adjustments to previously recorded purchase price allocation		(15.1	)		—			(15.1	)
Other changes during the period(1)		(0.9	)		(0.5	)		(1.4	)
		(16.0	)		76.3			60.3
Balance as of June 30, 2012
Goodwill		403.3			770.1			1,173.4
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
	$	357.2		$	95.2		$	452.4

	Car Rental			Equipment Rental			Total
Balance as of January 1, 2011
Goodwill	$	367.9		$	681.7		$	1,049.6
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
		321.8			6.8			328.6
Goodwill acquired during the year		53.1			12.3			65.4
Adjustments to previously recorded purchase price allocation		(0.9	)		(0.1	)		(1.0	)
Other changes during the year(1)		(0.8	)		(0.1	)		(0.9	)
		51.4			12.1			63.5
Balance as of December 31, 2011
Goodwill		419.3			693.8			1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
	$	373.2		$	18.9		$	392.1

(1)

Primarily consists of changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.

9

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

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

	June 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer-related	$	689.7	$	(399.4	)	$	290.3
Other(1)		78.4		(32.9	)		45.5
Total		768.1		(432.3	)		335.8
Indefinite-lived intangible assets:
Trade name		2,190.0		—			2,190.0
Other(2)		18.2		—			18.2
Total		2,208.2		—			2,208.2
Total other intangible assets, net	$	2,976.3	$	(432.3	)	$	2,544.0

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer-related	$	672.6	$	(365.5	)	$	307.1
Other(1)		74.7		(27.8	)		46.9
Total		747.3		(393.3	)		354.0
Indefinite-lived intangible assets:
Trade name		2,190.0		—			2,190.0
Other(2)		18.2		—			18.2
Total		2,208.2		—			2,208.2
Total other intangible assets, net	$	2,955.5	$	(393.3	)	$	2,562.2

(1)

Other amortizable intangible assets primarily consist of our Advantage trade name and concession rights, Donlen trade name, reacquired franchise rights, non-compete agreements and technology-related intangibles.

(2)

Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.

Amortization of other intangible assets for the three months ended June 30, 2012 and 2011, was approximately $19.8 million and $16.9 million, respectively, and for the six months ended June 30, 2012 and 2011, was approximately $39.0 million and $33.7 million, respectively. Based on our amortizable intangible assets as of June 30, 2012, we expect amortization expense to be approximately $37.9 million for the remainder of 2012, $75.3 million in 2013, $71.4 million in 2014, $69.1 million in 2015, $20.6 million in 2016 and $8.6 million in 2017.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

On September 1, 2011, Hertz acquired 100% of the equity interest in Donlen, a leading provider of fleet leasing and management services. The amount of revenue and earnings of the combined entity had the acquisition date been January 1, 2010, are as follows (in millions):

	Revenue		Earnings (Loss)
2011 supplemental pro forma for the second quarter of 2011 (combined entity)	$	2,171.0	$	58.2
2011 supplemental pro forma for the first half of 2011 (combined entity)		4,045.0		(72.1	)

2011 supplemental pro forma revenue for the three months ended June 30, 2011 excludes $1.2 million related to deferred revenue which was eliminated as part of acquisition accounting. 2011 supplemental pro forma earnings for the three months ended June 30, 2011 excludes $0.7 million related to deferred income which was eliminated as part of acquisition accounting. 2011 supplemental pro forma revenue for the six months ended June 30, 2011 excludes $2.6 million related to deferred revenue which was eliminated as part of acquisition accounting. 2011 supplemental pro forma earnings for the six months ended June 30, 2011 excludes $1.6 million related to deferred income which was eliminated as part of acquisition accounting.

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

Other Acquisitions

Additionally, during the six months ended June 30, 2012, we added nine domestic equipment rental locations through external acquisitions. These acquisitions are not material to the consolidated amounts presented within our statement of operations for the three-month and six-month periods ended June 30, 2012.

Note 5—Taxes on Income

The effective tax rate for the three and six months ended June 30, 2012 was 41.5% and 70.0%, respectively. The provision for taxes on income of $65.8 million in the three months ended June 30, 2012 increased from $34.5 million in the three months ended June 30, 2011, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized. The provision for taxes on income of $85.3 million in the six months ended June 30, 2012 increased from $4.6 million in the six months ended June 30, 2011, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 6—Depreciation of Revenue Earning Equipment and Lease Charges

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

	Three Months Ended June 30,
	2012			2011
Depreciation of revenue earning equipment	$	539.5		$	453.3
Adjustment of depreciation upon disposal of revenue earning equipment		(41.2	)		(56.3	)
Rents paid for vehicles leased		21.5			22.7
Total	$	519.8		$	419.7

	Six Months Ended June 30,
	2012			2011
Depreciation of revenue earning equipment	$	1,069.9		$	871.8
Adjustment of depreciation upon disposal of revenue earning equipment		(80.6	)		(62.4	)
Rents paid for vehicles leased		44.6			46.3
Total	$	1,033.9		$	855.7

The adjustment of depreciation upon disposal of revenue earning equipment for the three months ended June 30, 2012 and 2011, included net gains of $38.3 million and $53.6 million, respectively, on the disposal of vehicles used in our car rental operations and net gains of $2.9 million and $2.7 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations. The adjustment of depreciation upon disposal of revenue earning equipment for the six months ended June 30, 2012 and 2011, included net gains of $73.2 million and $59.7 million, respectively, on the disposal of vehicles used in our car rental operations and net gains of $7.4 million and $2.7 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations.

Depreciation rates are reviewed on a quarterly basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. During the six months ended June 30, 2012, depreciation rates being used to compute the provision for depreciation of revenue earning equipment were adjusted on certain vehicles in our car rental operations to reflect changes in the estimated residual values to be realized when revenue earning equipment is sold. These depreciation rate changes resulted in net decreases of $37.1 million and $37.3 million in depreciation expense for the three and six months ended June 30, 2012, respectively. During the three-month and six-month periods ended June 30, 2012, there was no impact from depreciation rate changes in our equipment rental operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 7—Debt

Our debt consists of the following (in millions of dollars):

Facility	Average Interest Rate at June 30, 2012(1)			Fixed or Floating Interest Rate	Maturity	June 30, 2012			December 31, 2011
Corporate Debt
Senior Term Facility		3.75	%	Floating	3/2018	$	1,382.5		$	1,389.5
Senior ABL Facility		2.50	%	Floating	3/2016		410.0			—
Senior Notes(2)		7.09	%	Fixed	10/2018–1/2021		2,450.0			2,638.6
Promissory Notes		6.96	%	Fixed	6/2012–1/2028		48.7			224.7
Convertible Senior Notes		5.25	%	Fixed	6/2014		474.7			474.7
Other Corporate Debt		5.39	%	Floating	Various		52.0			49.6
Unamortized Net Discount (Corporate)(3)							(50.0	)		(72.3	)
Total Corporate Debt							4,767.9			4,704.8
Fleet Debt
U.S. ABS Program
U.S. Fleet Variable Funding Notes:
Series 2009-1(4)		1.24	%	Floating	3/2013		2,025.0			1,000.0
Series 2010-2(4)		1.38	%	Floating	3/2013		200.0			170.0
Series 2011-2(4)		N/A		Floating	4/2012		—			175.0
							2,225.0			1,345.0
U.S. Fleet Medium Term Notes
Series 2009-2(4)		4.95	%	Fixed	3/2013–3/2015		1,384.3			1,384.3
Series 2010-1(4)		3.77	%	Fixed	2/2014–2/2018		749.8			749.8
Series 2011-1(4)		2.86	%	Fixed	3/2015–3/2017		598.0			598.0
							2,732.1			2,732.1
Donlen ABS Program
Donlen GN II Variable Funding Notes		1.17	%	Floating	8/2012		879.1			811.2
Other Fleet Debt
U.S. Fleet Financing Facility		3.00	%	Floating	9/2015		136.0			136.0
European Revolving Credit Facility		3.13	%	Floating	6/2015		261.8			200.6
European Fleet Notes		8.50	%	Fixed	7/2015		498.7			517.7
European Securitization(4)		2.78	%	Floating	7/2013		316.5			256.2
Canadian Securitization		2.13	%	Floating	6/2013		131.7			68.3
Australian Securitization(4)		5.31	%	Floating	12/2012		154.2			169.3
Brazilian Fleet Financing Facility		14.22	%	Floating	2/2013		14.8			23.1
Capitalized Leases		4.40	%	Floating	Various		358.4			363.7
Unamortized Discount (Fleet)							(8.3	)		(10.9	)
							1,863.8			1,724.0
Total Fleet Debt							7,700.0			6,612.3
Total Debt						$	12,467.9		$	11,317.1

Note:

For further information on the definitions and terms of our debt, see Note 4 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data."

(1)

As applicable, reference is to the June 30, 2012 weighted average interest rate (weighted by principal balance).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

(2)

References to our "Senior Notes" include the series of Hertz's unsecured senior notes set forth in the table below. As of June 30, 2012, the outstanding principal amount for each such series of the Senior Notes is also specified below.

	Outstanding Principal (in millions)
Senior Notes	June 30, 2012		December 31, 2011
8.875% Senior Notes due January 2014	$	—	$	162.3
7.875% Senior Notes due January 2014		—		276.3	(€213.5)
7.50% Senior Notes due October 2018		700.0		700.0
7.375% Senior Notes due January 2021		500.0		500.0
6.75% Senior Notes due April 2019		1,250.0		1,000.0
	$	2,450.0	$	2,638.6

(3)

As of June 30, 2012 and December 31, 2011, $53.4 million and $65.5 million, respectively, of the unamortized corporate discount relates to the 5.25% Convertible Senior Notes.

(4)

Maturity reference is to the "expected final maturity date" as opposed to the subsequent "legal maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness expect the relevant indebtedness to be repaid. The legal final maturity date is the date on which the relevant indebtedness is legally due and payable.

Maturities

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

2013	$	5,993.7	(including $5,390.0 of other short-term borrowings*)
2014	$	280.0
2015	$	1,211.3
2016	$	888.4
2017	$	244.7
After 2017	$	3,908.1

*

Our short-term borrowings as of June 30, 2012 include, among other items, the amounts outstanding under the European Securitization, Australian Securitization, Senior ABL Facility, U.S. Fleet Financing Facility, U.S. Fleet Variable Funding Notes, Brazilian Fleet Financing Facility, Canadian Securitization, Capitalized Leases, European Revolving Credit Facility and the Donlen GN II Variable Funding Notes. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2012 and remain as such through September 30, 2012. As of June 30, 2012, short-term borrowings had a weighted average interest rate of 2.3%.

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

Letters of Credit

As of June 30, 2012, there were outstanding standby letters of credit totaling $608.8 million. Of this amount, $563.1 million was issued under the Senior Credit Facilities ($291.0 million of which was issued for the benefit of the U.S. ABS Program and $64.6 million was related to other debt obligations) and the remainder is primarily to support self-insurance programs (including insurance policies with respect to

14

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

which we have agreed to indemnify the policy issuers for any losses) as well as airport concession obligations in the United States, Canada and Europe. As of June 30, 2012, none of these letters of credit have been drawn upon.

2012 Events

On January 1, 2012, our Convertible Senior Notes became convertible. This conversion right was triggered because our closing common stock price per share exceeded $10.77 for at least 20 trading days during the 30 consecutive trading day period ending on December 31, 2011. Since this same trigger was met in the second quarter of 2012, the Convertible Senior Notes continue to be convertible through September 30, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the indenture is satisfied during future measurement periods. Our policy has been and continues to be to settle conversions of Convertible Senior Notes using a combination of cash and our common stock, which calls for settling the fixed dollar amount per $1,000 in principal amount in cash and settling in shares the excess conversion, if any.

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

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

In March 2012, Hertz amended the Canadian Securitization to extend the maturity date from March 2012 to May 2012. In the second quarter 2012, the maturity date was extended to June 2013.

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

In May 2012, the borrowing capacity of the Series 2009-1 under our U.S. Fleet Variable Funding Notes was increased by $250 million.

In June 2012, Hertz amended the European Revolving Credit Facility to extend the maturity date from June 2013 to June 2015.

In June 2012, Hertz amended the Brazilian Fleet Financing Facility to extend the maturity date from June 2012 to February 2013.

In June 2012, Hertz amended the European Seasonal Revolving Credit Facility under the European Revolving Credit Facility to create a commitment period running from June 2012 to November 2012 that provides for aggregate maximum borrowings of €85.7 million (the equivalent of $106.9 million as of June 30, 2012), subject to borrowing base availability.

During the first half of 2012, Donlen's GN II Variable Funding Notes remained outstanding and lender commitments thereunder were increased to permit aggregate maximum borrowings of $900.0 million (subject to borrowing base availability).

See Note 17—Subsequent Events.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Registration Rights

Pursuant to the terms of exchange and registration rights agreements entered into in connection with the issuance of $250 million in aggregate principal amount of the 6.75% Senior Notes due 2019 in March 2012, Hertz has agreed to file a registration statement under the Securities Act of 1933, as amended, to permit either the exchange of such notes for registered notes or, in the alternative, the registered resale of such notes. Hertz's failure to meet its obligations under the exchange and registration rights agreement, including by failing to have the registration statement become effective by March 2013 or failing to complete the exchange offer by April 2013, will result in Hertz incurring special interest on such notes at a per annum rate of 0.25% for the first 90 days of any period where a default has occurred and is continuing, which rate will be increased by an additional 0.25% during each subsequent 90 day period, up to a maximum of 0.50%. We do not believe the special interest obligation is probable, and as such, we have not recorded any amounts with respect to this registration payment arrangement.

Guarantees and Security

There have been no material changes to the guarantees and security provisions of the debt instruments and credit facilities under which our indebtedness as of June 30, 2012 has been issued from the terms disclosed in our Form 10-K.

Financial Covenant Compliance

Under the terms of our Senior Term Facility and Senior ABL Facility, we are not subject to ongoing financial maintenance covenants; however, under the Senior ABL Facility, failure to maintain certain levels of liquidity will subject the Hertz credit group to a contractually specified fixed charge coverage ratio of not less than 1:1 for the four quarters most recently ended. As of June 30, 2012, we were not subject to such contractually specified fixed charge coverage ratio.

Borrowing Capacity and Availability

As of June 30, 2012, the following facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

	Remaining Capacity		Availability Under Borrowing Base Limitation
Corporate Debt
Senior ABL Facility	$	1,027.6	$	782.4
Total Corporate Debt		1,027.6		782.4
Fleet Debt
U.S. Fleet Variable Funding Notes		163.1		36.8
Donlen GN II Variable Funding Notes		26.1		2.1
U.S. Fleet Financing Facility		54.0		16.2
European Revolving Credit Facility		119.3		66.7
European Securitization		157.3		16.8
Canadian Securitization		63.4		20.6
Australian Securitization		97.8		—
Capitalized Leases		132.2		25.6
Total Fleet Debt		813.2		184.8
Total	$	1,840.8	$	967.2

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

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

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

We refer to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt we could borrow given the collateral we possess at such time).

As of June 30, 2012, the Senior Term Facility had approximately $0.3 million available under the letter of credit facility and the Senior ABL Facility had $1,081.6 million available under the letter of credit facility sublimit, subject to borrowing base restrictions.

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

Some of these special purpose entities are consolidated variable interest entities, of which Hertz is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of rental vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of June 30, 2012 and December 31, 2011, our International Fleet Financing No. 1 B.V., International Fleet Financing No. 2 B.V. and HA Funding Pty, Ltd. variable interest entities had total assets primarily comprised of loans receivable and revenue earning equipment of $528.1 million and $456.3 million, respectively, and total liabilities primarily comprised of debt of $527.6 million and $455.8 million, respectively.

Note 8—Employee Retirement Benefits

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

	Pension Benefits
													Postretirement Benefits (U.S.)
	U.S.						Non-U.S.
	Three Months Ended June 30,
	2012			2011			2012			2011			2012		2011
Components of Net Periodic Benefit Cost:
Service cost	$	7.0		$	6.9		$	0.3		$	1.8		$	0.1	$	—
Interest cost		7.4			7.5			2.3			2.8			0.2		0.3
Expected return on plan assets		(8.0	)		(8.1	)		(3.0	)		(3.1	)		—		—
Net amortizations		3.2			2.3			(0.1	)		(0.3	)		—		0.1
Settlement loss		—			0.4			—			—			—		—
Curtailment gain		—			—			—			(13.1	)		—		—
Net pension/postretirement expense	$	9.6		$	9.0		$	(0.5	)	$	(11.9	)	$	0.3	$	0.4

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

	Pension Benefits
													Postretirement Benefits (U.S.)
	U.S.						Non-U.S.
	Six Months Ended June 30,
	2012			2011			2012			2011			2012		2011
Components of Net Periodic Benefit Cost:
Service cost	$	13.3		$	13.1		$	0.6		$	3.5		$	0.2	$	0.1
Interest cost		13.9			14.0			4.6			5.6			0.4		0.5
Expected return on plan assets		(15.3	)		(15.2	)		(6.0	)		(6.2	)		—		—
Net amortizations		6.0			4.3			(0.1	)		(0.6	)		—		0.1
Settlement loss		—			0.7			—			—			—		—
Curtailment gain		—			—			—			(13.1	)		—		—
Net pension/postretirement expense	$	17.9		$	16.9		$	(0.9	)	$	(10.8	)	$	0.6	$	0.7

Our policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements. From time to time we make contributions beyond those legally required. For the three and six months ended June 30, 2012, we contributed $11.8 million and $32.2 million, respectively, to our worldwide pension plans, including discretionary contributions of $0.0 million and $3.2 million, respectively, to our United Kingdom, or "U.K.," defined benefit pension plan and benefit payments made through unfunded plans. For the three and six months ended June 30, 2011, we contributed $12.3 million and $57.1 million, respectively, to our worldwide pension plans, including discretionary contributions of $0.8 million and $13.2 million, respectively, to our U.K. defined benefit pension plan and benefit payments made through unfunded plans. The level of future contributions will vary, and is dependent on a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.

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

We also sponsor postretirement health care and life insurance benefits for a limited number of employees with hire dates prior to January 1, 1990. The postretirement health care plan is contributory with participants' contributions adjusted annually. An unfunded liability is recorded. We also have a key officer postretirement car benefit plan that provides the use of a vehicle from our fleet and insurance for the participants' benefit for retired Senior Vice Presidents and above who have a minimum of 20 years of service and who retire at age 58 or above. The assigned car benefit is available for 15 years post-retirement or until the participant reaches the age of 80, whichever occurs last.

We participate in various "multiemployer" pension plans. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our condensed consolidated balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan's funding of vested benefits. At least one

18

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

multiemployer plan in which we participate is reported to have, and other of our multiemployer plans could have, significant underfunded liabilities. Such underfunding may increase in the event other employers become insolvent or withdraw from the applicable plan or upon the inability or failure of withdrawing employers to pay their withdrawal liability. In addition, such underfunding may increase as a result of lower than expected returns on pension fund assets or other funding deficiencies. The occurrence of any of these events could have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Note 9—Stock-Based Compensation

In March 2012, we granted 527,360 Restricted Stock Units, or "RSUs," to certain executives and employees at fair values ranging from $13.65 to $14.47, 747,423 Performance Stock Units, or "PSUs," at a fair value of $13.65, and 1,083,962 PSUs (referred to as Price Vesting Units, or "PVUs") at fair values ranging from $10.13 to $11.26 under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or the "Omnibus Plan." The PSUs have a performance condition under which the number of units that will ultimately be awarded will vary from 0% to 150% of the original grant, based on 2012 and 2013 Corporate EBITDA results. "EBITDA" means consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation (which includes revenue earning equipment lease charges) and amortization and "Corporate EBITDA," represents EBITDA as adjusted for car rental fleet interest, car rental fleet depreciation and certain other items, as provided in the applicable award agreements. Of the PVUs granted, one half will fully vest after three years if the stock price appreciates 15% over the grant date price, and one half will fully vest after four years if the stock price appreciates 25% over the grant date price. Partial attainment of the stock appreciation targets will result in partial vesting. The achievement of the market condition for the PVUs is determined based on the average closing stock price for the 20 trading day period ending March 6, 2015 and 2016, respectively. In May 2012, Hertz Holdings granted 146,301 RSUs at a fair value of $15.48.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Compensation expense	$	7.5		$	7.6		$	15.0		$	16.6
Income tax benefit		(2.9	)		(3.0	)		(5.8	)		(6.4	)
Total	$	4.6		$	4.6		$	9.2		$	10.2

As of June 30, 2012, there was approximately $51.2 million of total unrecognized compensation cost related to non-vested stock options, RSUs and PSUs granted by Hertz Holdings under the Prior Plans and the Omnibus Plan. The total unrecognized compensation cost is expected to be recognized over the remaining 1.6 years, on a weighted average basis, of the requisite service period that began on the grant dates.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 10—Segment Information

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

Adjusted pre-tax income is calculated as income (loss) before income taxes plus non-cash purchase accounting charges, non-cash debt charges relating to the amortization and write-off of debt financing costs and debt discounts and certain one-time charges and non-operational items. Adjusted pre-tax income is important to management because it allows management to assess operational performance of our business, exclusive of the items mentioned above. It also allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally. The contribution of our reportable segments to revenues and adjusted pre-tax income (loss) and the reconciliation to consolidated amounts are summarized below (in millions of dollars).

	Three Months Ended June 30,
	Revenues				Adjusted Pre-Tax Income (Loss)
	2012		2011		2012			2011
Car rental	$	1,889.6	$	1,768.8	$	277.4		$	242.2
Equipment rental		335.0		301.7		42.5			33.4
Total reportable segments		2,224.6		2,070.5		319.9			275.6
Other		0.5		1.8
Total	$	2,225.1	$	2,072.3
Adjustments:
Other reconciling items(1)						(86.0	)		(91.2	)
Purchase accounting(2)						(29.0	)		(22.5	)
Non-cash debt charges(3)						(20.6	)		(27.1	)
Restructuring charges						(16.1	)		(33.7	)
Restructuring related charges(4)						(5.0	)		(2.8	)
Acquisition related costs						(4.5	)		(6.1	)
Pension adjustment(5)						—			13.1
Premiums paid on debt(6)						—			(10.7	)
Income before income taxes					$	158.7		$	94.6

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Unaudited

	Six Months Ended June 30,
	Revenues				Adjusted Pre-Tax Income (Loss)
	2012		2011		2012			2011
Car rental	$	3,547.9	$	3,279.1	$	369.0		$	303.5
Equipment rental		637.1		569.9		68.4			43.6
Total reportable segments		4,185.0		3,849.0		437.4			347.1
Other		1.1		3.3
Total	$	4,186.1	$	3,852.3
Adjustments:
Other reconciling items(1)						(174.2	)		(178.7	)
Purchase accounting(2)						(53.0	)		(43.1	)
Non-cash debt charges(3)						(45.8	)		(87.0	)
Restructuring charges						(25.5	)		(38.4	)
Restructuring related charges(4)						(5.6	)		(3.3	)
Acquisition related costs						(11.4	)		(9.0	)
Management transition costs						—			(2.5	)
Pension adjustment(5)						—			13.1
Premiums paid on debt(6)						—			(62.4	)
Income (loss) before income taxes					$	121.9		$	(64.2	)

(1)

Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities.

(2)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.

(3)

Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.

(4)

Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.

(5)

Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.

(6)

Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

Total assets increased $1,756.0 million from December 31, 2011 to June 30, 2012. The increase was primarily related to increases in our car rental and equipment rental segments' revenue earning equipment, partly offset by decreases in our cash and cash equivalents, primarily relating to the redemption of our 8.875% Senior Notes and our 7.875% Senior Notes, restricted cash and cash equivalents and fleet receivables, due to the timing of sales of revenue earning equipment.

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Unaudited

Note 11—Total Equity

			Common Stock										Accumulated Other Comprehensive Loss
	Preferred Stock						Additional Paid-In Capital			Accumulated Deficit						Non- Controlling Interest		Total Equity
(In Millions)			Shares		Amount
December 31, 2011	$	—		417.0	$	4.2	$	3,206.0		$	(947.1	)	$	(28.4	)	$	—	$	2,234.7
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											36.6								36.6
Other comprehensive loss														(9.7	)				(9.7	)
Employee stock purchase plan				0.2				2.3											2.3
Net settlement on vesting of restricted stock				2.1				(20.0	)										(20.0	)
Stock-based employee compensation charges, net of tax								15.0											15.0
Exercise of stock options, net of tax				1.0				5.7											5.7
Common shares issued to Directors								1.3											1.3
June 30, 2012	$	—		420.3	$	4.2	$	3,210.3		$	(910.5	)	$	(38.1	)	$	—	$	2,265.9

			Common Stock										Accumulated Other Comprehensive Income (Loss)
	Preferred Stock						Additional Paid-In Capital			Accumulated Deficit					Non- Controlling Interest			Total Equity
(In Millions)			Shares		Amount
December 31, 2010	$	—		413.5	$	4.1	$	3,183.2		$	(1,123.2	)	$	37.8	$	16.5		$	2,118.4
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											(77.6	)							(77.6	)
Other comprehensive income														62.1					62.1
Net income relating to noncontrolling interest																8.7			8.7
Dividend payment to noncontrolling interest																(10.5	)		(10.5	)
Employee stock purchase plan				0.1				2.0											2.0
Net settlement on vesting of restricted stock				1.2				(11.4	)										(11.4	)
Stock-based employee compensation charges, net of tax								16.6											16.6
Exercise of stock options, net of tax				1.6		0.1		11.6											11.7
Common shares issued to Directors								1.4											1.4
June 30, 2011	$	—		416.4	$	4.2	$	3,203.4		$	(1,200.8	)	$	99.9	$	14.7		$	2,121.4

Accumulated other comprehensive loss as of June 30, 2012 and December 31, 2011 includes accumulated translation gains of $74.8 million and $91.3 million, respectively, pension benefits of $(96.0) million and $(99.6) million, respectively, unrealized losses on our Euro-denominated debt of $(19.4) million and $(19.4) million, respectively, unrealized holding gains of $3.4 million and $0.3 million, respectively, and other of $(0.9) million and $(1.0) million, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 12—Restructuring

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

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

During the first and second quarter of 2012, we continued to streamline operations and reduce costs with the closure of several car rental and equipment rental locations globally as well as a reduction in our workforce by approximately 65 employees and 280 employees, respectively.

From January 1, 2007 through June 30, 2012, we incurred $556.0 million ($273.3 million for our car rental segment, $228.2 million for our equipment rental segment and $54.5 million of other) of restructuring charges.

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Type:
Termination benefits	$	13.5	$	3.4	$	16.2	$	4.4
Pension and post retirement expense		—		0.3		—		0.3
Consultant costs		0.4		0.2		0.6		0.3
Asset writedowns		—		22.6		2.7		23.3
Facility closure and lease obligation costs		2.2		6.9		6.0		10.0
Other		—		0.3		—		0.1
Total	$	16.1	$	33.7	$	25.5	$	38.4

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Caption:
Direct operating	$	7.0	$	30.4	$	14.6	$	34.5
Selling, general and administrative		9.1		3.3		10.9		3.9
Total	$	16.1	$	33.7	$	25.5	$	38.4

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Segment:
Car rental	$	11.8	$	3.5	$	17.0	$	4.5
Equipment rental		2.5		29.8		6.7		33.6
Other reconciling items		1.8		0.4		1.8		0.3
Total	$	16.1	$	33.7	$	25.5	$	38.4

During the three and six months ended June 30, 2012, the after-tax effect of the restructuring charges decreased the income per share by $0.02 and $0.04, respectively. During the three and six months ended June 30, 2011, the after-tax effect of the restructuring charges decreased the income per share by $0.05 and increased the loss per share by $0.06, respectively.

The following table sets forth the activity affecting the restructuring accrual during the six months ended June 30, 2012 (in millions of dollars). We expect to pay the remaining restructuring obligations relating to termination benefits over the next twelve months. The remainder of the restructuring accrual relates to future lease obligations which will be paid over the remaining term of the applicable leases.

	Termination Benefits			Pension and Post Retirement Expense		Consultant Costs			Other			Total
Balance as of January 1, 2012	$	9.1		$	0.2	$	0.6		$	11.7		$	21.6
Charges incurred		16.2			—		0.6			8.7			25.5
Cash payments		(8.4	)		—		(0.7	)		(1.8	)		(10.9	)
Other(1)		0.2			—		(0.1	)		(8.8	)		(8.7	)
Balance as of June 30, 2012	$	17.1		$	0.2	$	0.4		$	9.8		$	27.5

(1)

Consists of decreases of $6.2 million for facility closures and $2.7 million for asset writedowns, partly offset by an increase of $0.2 million due to foreign currency translation.

Note 13—Financial Instruments

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Fair value approximates the amount indicated on the balance sheet at June 30, 2012 and December 31, 2011 because of the short-term maturity of these instruments. Money market accounts, whose fair value at June 30, 2012, is measured using Level 1 inputs, totaling $273.2 million and $118.6 million are

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively. Money market accounts, whose fair value at December 31, 2011, is measured using Level 1 inputs, totaling $566.0 million and $142.9 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively.

Marketable Securities

Marketable securities held by us consist of equity securities classified as available-for-sale, which are carried at fair value and are included within "Prepaid expenses and other assets." Unrealized gains and losses, net of related income taxes, are included in "Accumulated other comprehensive loss." As of June 30, 2012 and December 31, 2011, the fair value of marketable securities was $38.3 million and $33.2 million, respectively. For the three and six months ended June, 30, 2012, unrealized gains of $0.1 million and $5.1 million, respectively, were recorded in "Accumulated other comprehensive loss." For the three and six months ended June, 30, 2011, unrealized gains of $2.0 million and $2.0 million, respectively, were recorded in "Accumulated other comprehensive loss." Fair values for marketable securities are based on Level 1 inputs consisting of quoted market prices.

Debt

For borrowings with an initial maturity of 93 days or less, fair value approximates carrying value because of the short-term nature of these instruments. For all other debt, fair value is estimated based on quoted market rates as well as borrowing rates currently available to us for loans with similar terms and average maturities (Level 2 inputs). The aggregate fair value of all debt at June 30, 2012 was $13,151.6 million, compared to its aggregate unpaid principal balance of $12,526.2 million. The aggregate fair value of all debt at December 31, 2011 was $11,832.5 million, compared to its aggregate unpaid principal balance of $11,400.3 million.

Derivative Instruments and Hedging Activities

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

	Fair Value of Derivative Instruments(1)
	Asset Derivatives(2)				Liability Derivatives(2)
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
Derivatives not designated as hedging instruments under ASC 815:
Gasoline swaps	$	—	$	—	$	2.7	$	0.4
Interest rate caps		—		0.5		—		0.4
Foreign exchange forward contracts		6.4		4.4		1.0		1.9
Interest rate swaps		—		—		0.1		0.2
Foreign exchange options		0.1		0.1		—		—
Total derivatives not designated as hedging instruments under ASC 815	$	6.5	$	5.0	$	3.8	$	2.9

(1)

All fair value measurements were primarily based upon significant observable (Level 2) inputs.

(2)

All asset derivatives are recorded in "Prepaid expenses and other assets" and all liability derivatives are recorded in "Accrued liabilities" on our condensed consolidated balance sheets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

	Location of Gain or (Loss) Recognized on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		Three Months Ended June 30,
		2012			2011
Derivatives Not Designated as Hedging Instruments under ASC 815:
Gasoline swaps	Direct operating	$	(3.3	)	$	(0.2	)
Interest rate caps	Selling, general and administrative		(0.1	)		—
Foreign exchange forward contracts	Selling, general and administrative		(7.7	)		(7.3	)
Foreign exchange options	Selling, general and administrative		0.1			—
Total		$	(11.0	)	$	(7.5	)

	Location of Gain or (Loss) Recognized on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		Six Months Ended June 30,
		2012			2011
Derivatives Not Designated as Hedging Instruments under ASC 815:
Gasoline swaps	Direct operating	$	(1.5	)	$	2.9
Interest rate caps	Selling, general and administrative		(0.1	)		—
Foreign exchange forward contracts	Selling, general and administrative		(5.6	)		(7.9	)
Foreign exchange options	Selling, general and administrative		0.1			—
Total		$	(7.1	)	$	(5.0	)

In conjunction with the refinanced Series 2009-1 and the Series 2010-2, HVF purchased an interest rate cap for $6.7 million, with a maximum notional amount equal to the refinanced Series 2009-1 and the Series 2010-2 with a combined maximum principal amount of $2.1 billion, a strike rate of 5% and expected maturity date of March 25, 2013. Additionally, Hertz sold a 5% interest rate cap for $6.2 million, with a matching notional amount and term to the HVF interest rate cap. In March 2012, an additional $250 million of the Series 2009-1 notes was issued, for which HVF and Hertz amended their interest rate cap agreements to increase the maximum notional amounts by $250 million. Also, in December 2010, the Australian Securitization was completed and our Australian operating subsidiary purchased an interest rate cap for $0.5 million, with a maximum notional amount equal to the Australian Securitization maximum principal amount of A$250 million, a strike rate of 7% and expected maturity date of December 2012. Additionally, Hertz sold a 7% interest rate cap for $0.4 million with a matching notional amount and term to the Australian operating subsidiary's interest rate cap. The fair values of all interest rate caps were calculated using a discounted cash flow method and applying observable market data (i.e. the 1-month LIBOR yield curve and credit default swap spreads). Gains and losses resulting from changes in the fair value of these interest rate caps are included in our results of operations in the periods incurred.

In connection with our acquisition of Donlen, we acquired interest rate swaps with a total notional amount of $23.2 million at June 30, 2012, associated with floating rate debt. These interest rate swaps

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

are used to effectively convert an amount of floating rate debt into fixed rate debt. The fair values of these interest rate swaps were calculated using a discounted cash flow method and applying observable market data (i.e. the 1-month LIBOR yield curve). Gains and losses resulting from changes in the fair value of these interest rate swaps are included in our results of operations in the periods incurred (in Selling, general and administrative).

We purchase unleaded gasoline and diesel fuel at prevailing market rates and maintain a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. We currently have in place swaps to cover a portion of our fuel price exposure through May 2013. We presently hedge a portion of our overall unleaded gasoline and diesel fuel purchases with commodity swaps and have contracts in place that settle on a monthly basis. As of June 30, 2012, our outstanding commodity instruments for unleaded gasoline and diesel fuel totaled approximately 5.1 million gallons and 0.3 million gallons, respectively. The fair value of these commodity instruments was calculated using a discounted cash flow method and applying observable market data (including NYMEX RBOB Gasoline and U.S. Department of Energy surveys). Gains and losses resulting from changes in the fair value of these commodity instruments are included in our results of operations in the periods incurred.

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing locally. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to foreign exchange options are limited to the premium paid for the right to exercise the option and the future performance of the option's counterparty. Premiums paid for options outstanding as of June 30, 2012, were approximately $0.2 million. We limit counterparties to the transactions to financial institutions that have strong credit ratings. As of June 30, 2012 and December 31, 2011, the total notional amount of these foreign exchange options was $7.5 million and $9.1 million, respectively. As of June 30, 2012, these foreign exchange options mature through April 2013. The fair value of the foreign exchange options was calculated using a discounted cash flow method and applying observable market data (i.e. foreign currency exchange rates). Gains and losses resulting from changes in the fair value of these options are included in our results of operations in the periods incurred.

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations. As of June 30, 2012, the total notional amount of these forward contracts was $780.8 million, maturing within two months. The fair value of these foreign currency forward contracts was calculated based on foreign currency forward exchange rates.

Note 14—Related Party Transactions

Relationship with Hertz Investors, Inc. and the Sponsors

Other than as disclosed below, in the six months ended June 30, 2012, there were no material changes to our relationship with Hertz Investors, Inc. or the Sponsors.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Financing Arrangements with Related Parties

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

As of June 30, 2012 and December 31, 2011, approximately $174 million and $174 million, respectively, of our outstanding debt was with related parties.

For information on our total indebtedness, see Note 7—Debt.

Note 15—Contingencies and Off-Balance Sheet Commitments

Off-Balance Sheet Commitments

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

Indemnification Obligations

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

Sponsors; Directors

Hertz has entered into customary indemnification agreements with Hertz Holdings, the Sponsors and our stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, our stockholders affiliated with the Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We also entered into indemnification agreements with each of our directors. We do not believe that these indemnifications are reasonably likely to have a material impact on us.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Environmental

We have indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which we may be held responsible could be substantial. The probable expenses that we expect to incur for such matters have been accrued, and those expenses are reflected in our condensed consolidated financial statements. As of June 30, 2012 and December 31, 2011, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in our condensed consolidated balance sheets in "Accrued liabilities" were $1.4 million and $1.5 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Legal Proceedings

From time to time we are a party to various legal proceedings. We are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles and equipment rented from us and our licensees. The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment, as stated on our balance sheet, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on a non-discounted basis. Reserve requirements are based on actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and costs. At June 30, 2012 and December 31, 2011 our liability recorded for public liability and property damage matters was $270.6 million and $281.5 million, respectively. We believe that our analysis is based on the most relevant information available, combined with reasonable assumptions, and that we may prudently rely on this information to determine the estimated liability. We note the liability is subject to significant uncertainties. The adequacy of the liability reserve is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

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

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

In June 2012, in Davis Landscape, Ltd. et al. v. Hertz Equipment Rental Corporation, the judge denied our motion for partial summary judgment on the Loss Damage Waiver claim and, in July 2012, the judge

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

granted our motion for partial summary judgment on the Environmental Recovery Fee claim. The court also entered an order referring the case to mediation by private consent of the parties.

In May 2012, all briefing was completed in Janet Sobel and Daniel Dugan, PhD., individually and on behalf of all others similarly situated v. The Hertz Corporation on the two outstanding issues—unjust enrichment and damages. The briefing included expert reports as submitted by both sides.

In May 2012, in Michael Shames et al. v. The Hertz Corporation et al., the district court issued an order preliminarily approving the settlement of this action; certifying a settlement class; certifying a class representative and lead counsel; and providing for class notice. The court also scheduled a final approval hearing for October 29, 2012. We have accrued our best estimate of the ultimate cost which is not material to our financial condition.

In June 2012, a mediation was held in Fun Services of Kansas City, Inc., individually and as the representative of a class of similarly-situated persons v. Hertz Equipment Rental Corporation. As a result of the mediation, the parties have reached an agreement in principle to settle this class action. A draft settlement agreement that addresses compensation to class members, class counsel fees and the claims process, and which would be subject to court approval, is being finalized by the parties' counsel. We have accrued our best estimate of the ultimate cost which is not material to our financial condition.

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

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

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

We have established reserves for matters where we believe that the losses are probable and reasonably estimated. Other than with respect to the aggregate reserve established for claims for public liability and property damage, none of those reserves are material. For matters where we have not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. Litigation is subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed in our Form 10-K or in our other filings with Securities and Exchange Commission, could be decided unfavorably to us or any of our subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to our consolidated financial condition, results of operations or cash flows in any particular reporting period.

30

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 16—Earnings (Loss) Per Share

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	92.9	$	55.0	$	36.6	$	(77.6	)
Denominator:
Weighted average shares used in basic computation		420.0		415.9		419.1		415.0
Add: Stock options, RSUs and PSUs		4.4		8.3		5.5		—
Add: Potential issuance of common stock upon conversion of Convertible Senior Notes		23.0		27.6		23.3		—
Weighted average shares used in diluted computation		447.4		451.8		447.9		415.0
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic	$	0.22	$	0.13	$	0.09	$	(0.19	)
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted	$	0.21	$	0.12	$	0.08	$	(0.19	)

Diluted earnings (loss) per share computations for the three and six months ended June 30, 2012 excluded the weighted-average impact of the assumed exercise of approximately 4.6 million shares, of stock options, RSUs and PSUs, because such impact would be antidilutive. Diluted earnings (loss) per share computations for the three and six months ended June 30, 2011 excluded the weighted-average impact of the assumed exercise of approximately 5.0 million and 21.2 million shares, respectively, of stock options, RSUs and PSUs, because such impact would be antidilutive. Additionally, for the six months ended June 30, 2011, there was no impact to the diluted earnings (loss) per share computations associated with the outstanding Convertible Senior Notes, because such impact would be anti-dilutive.

Note 17—Subsequent Events

In July 2012, Hertz amended the Donlen GN II Variable Funding Notes to permit aggregate maximum borrowings of $1.0 billion (subject to borrowing base availability) and to extend the maturity date from August 2012 to December 2012.

In July 2012, Hertz amended the European Securitization to extend the maturity date from July 2013 to July 2014.

31

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

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

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

Cautionary Note Regarding Forward-Looking Statements

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

Some important factors that could affect our actual results include, among others, those that may be disclosed from time to time in subsequent reports filed with the SEC, those described under "Item 1A—Risk Factors" included in Hertz Global Holding, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC, on February 27, 2012, or our "Form 10-K" and the following:

•

our ability to obtain regulatory approval for and to consummate an acquisition of Dollar Thrifty Automotive Group, or "Dollar Thrifty";

•

the risk that expected synergies, operational efficiencies and cost savings from an acquisition of Dollar Thrifty may not be fully realized or realized within the expected time frame;

•

the operational and profitability impact of divestitures that may be required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty;

32

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

•

levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets;

•

significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets, including on our pricing policies or use of incentives;

•

occurrences that disrupt rental activity during our peak periods;

•

our ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability;

•

an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;

•

our ability to accurately estimate future levels of rental activity and adjust the size of our fleet accordingly;

•

our ability to maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning equipment and to refinance our existing indebtedness;

•

safety recalls by the manufacturers of our vehicles and equipment;

•

a major disruption in our communication or centralized information networks;

•

financial instability of the manufacturers of our vehicles and equipment;

•

any impact on us from the actions of our licensees, franchisees, dealers and independent contractors;

•

our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);

•

shortages of fuel and increases or volatility in fuel costs;

•

our ability to successfully integrate acquisitions and complete dispositions;

•

our ability to maintain favorable brand recognition;

•

costs and risks associated with litigation;

•

risks related to our indebtedness, including our substantial amount of debt, our ability to incur substantially more debt and increases in interest rates or in our borrowing margins;

•

our ability to meet the financial and other covenants contained in our Senior Credit Facilities, our outstanding unsecured Senior Notes and certain asset-backed and asset-based arrangements;

•

changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings;

•

changes in existing or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect our operations, the cost thereof or applicable tax rates;

•

changes to our senior management team;

•

the effect of tangible and intangible asset impairment charges;

•

the impact of our derivative instruments, which can be affected by fluctuations in interest rates and commodity prices;

33

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

•

our exposure to fluctuations in foreign exchange rates; and

•

other risks described from time to time in periodic and current reports that we file with the SEC.

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

Corporate History

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

On December 21, 2005, investment funds associated with or designated by:

•

Clayton, Dubilier & Rice, Inc., which was succeeded by Clayton, Dubilier & Rice, LLC, or "CD&R,"



•

The Carlyle Group, or "Carlyle," and



•

Merrill Lynch Global Private Equity, Inc., or "MLGPE,"

acquired all of Hertz's common stock from Ford Holdings LLC. In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the former parent company of MLGPE. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by the investment funds associated with MLGPE. We refer to CD&R, Carlyle and MLGPE collectively as the "Sponsors." We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition."

After giving effect to our initial public offering in November 2006 and subsequent offerings, the Sponsors' holdings represent approximately 38% of the outstanding shares of common stock of Hertz Holdings as of June 30, 2012.

Overview of Our Business

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

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

•

Car rental revenues (revenues from all company-operated car rental and fleet leasing operations and management services, including charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling of vehicles and the sale of loss or collision damage waivers, liability insurance coverage and other products);



•

Equipment rental revenues (revenues from all company-operated equipment rental operations, including amounts charged to customers for the fueling and delivery of equipment and sale of loss damage waivers, as well as revenues from the sale of new equipment and consumables); and



•

Other revenues (primarily relating to fees and certain cost reimbursements from our licensees).

34

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

Our expenses primarily consist of:

•

Direct operating expenses (primarily wages and related benefits; commissions and concession fees paid to airport authorities, travel agents and others; facility, self-insurance and reservation costs; the cost of new equipment and consumables purchased for resale; and other costs relating to the operation and rental of revenue earning equipment, such as damage, maintenance and fuel costs);



•

Depreciation expense and lease charges relating to revenue earning equipment (including net gains or losses on the disposal of such equipment). Revenue earning equipment includes cars and rental equipment;



•

Selling, general and administrative expenses (including advertising); and



•

Interest expense.

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

Car Rental

In the U.S., as of June 30, 2012, the percentage of non-program cars was 83% as compared to 68% as of June 30, 2011. Internationally, as of June 30, 2012, the percentage of non-program cars was 65%, compared to 58% as of June 30, 2011. In the U.S., as of December 31, 2011, the percentage of non-program cars was 79% as compared to 72% as of December 31, 2010. Internationally, as of December 31, 2011, the percentage of non-program cars was 75%, compared to 70% as of December 31, 2010.

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

In the six months ended June 30, 2012, our monthly per vehicle depreciation costs decreased as compared to the prior year period due to improved residual values in the U.S., a continued move towards a greater proportion of non-program vehicles, mix optimization and improved procurement and remarketing efforts.

Depreciation rates are reviewed on a quarterly basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. During the six months ended June 30, 2012, depreciation rates being used to compute the provision for

35

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

depreciation of revenue earning equipment were adjusted on certain vehicles in our car rental operations to reflect changes in the estimated residual values to be realized when revenue earning equipment is sold. These depreciation rate changes resulted in net decreases of $37.1 million and $37.3 million in depreciation expense for the three and six months ended June 30, 2012, respectively.

For the three months ended June 30, 2012 and 2011, our worldwide car rental operations sold approximately 41,200 and 42,800 non-program cars, respectively, a 3.8% year over year decrease. The year over year decrease was primarily due to the impact of the events in Japan last year. For the six months ended June 30, 2012 and 2011, our worldwide car rental operations sold approximately 83,600 and 74,900 non-program cars, respectively, an 11.6% year over year increase. The year over year increase was primarily due to an overall increase in the number of cars in the fleet, an increase in the percentage of non-program cars, and a robust used car market. We believe the residual values have remained fairly strong primarily due to continued short supply of vehicle inventory and aided by strong new vehicle sales.

For the six months ended June 30, 2012, we experienced a 9.9% increase in transaction days versus the prior period in the United States while rental rate revenue per transaction day, or "RPD," declined by 3.7%. During the six months ended June 30, 2012, in our European operations, we experienced a 2.5% decline in transaction days and a 3.2% decline in RPD when compared to the six months ended June 30, 2011.

Our U.S. off-airport operations represented $608.9 million and $551.2 million of our total car rental revenues in the six months ended June 30, 2012 and 2011, respectively. As of June 30, 2012, we have approximately 2,350 off-airport locations. Our strategy includes selected openings of new off-airport locations, the disciplined evaluation of existing locations and the pursuit of same-store sales growth. Our strategy also includes increasing penetration in the off-airport market and growing the online leisure market, particularly in the longer length weekly sector, which is characterized by lower vehicle costs and lower transaction costs at a lower RPD. Increasing our penetration in these sectors is consistent with our long-term strategy to generate profitable growth. When we open a new off-airport location, we incur a number of costs, including those relating to site selection, lease negotiation, recruitment of employees, selection and development of managers, initial sales activities and integration of our systems with those of the companies who will reimburse the location's replacement renters for their rentals. A new off-airport location, once opened, takes time to generate its full potential revenues and, as a result, revenues at new locations do not initially cover their start-up costs and often do not, for some time, cover the costs of their ongoing operations.

On September 1, 2011, Hertz acquired 100% of the equity interest in Donlen, a leading provider of fleet leasing and management services for corporate fleets. For the three and six months ended June 30, 2012, Donlen had an average of approximately 146,100 and 143,800 vehicles, respectively, under lease and management. Donlen provides Hertz an immediate leadership position in long-term car, truck and equipment leasing and fleet management. Donlen's fleet management programs provide outsourced solutions to reduce fleet operating costs and improve driver productivity. These programs include administration of preventive maintenance, advisory services, and fuel and accident management along with other complementary services. Additionally, Donlen brings to Hertz a specialized consulting and technology expertise that will enable us to model, measure and manage fleet performance more effectively and efficiently.

As of June 30, 2012, our worldwide car rental operations had a total of approximately 8,760 corporate and licensee locations in approximately 150 countries in North America, Europe, Latin America, Asia, Australia, Africa, the Middle East and New Zealand.

36

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

While Hertz Holdings withdrew its exchange offer for Dollar Thrifty's common stock in October 2011, we continue to believe that a merger with Dollar Thrifty is in the best interests of both companies. We remain engaged with the Federal Trade Commission to secure antitrust clearance to potentially acquire Dollar Thrifty, which would require (among other things) the divestiture of our Advantage business, which would be sold at a loss. We can offer no assurance that any transaction with Dollar Thrifty will be commenced or consummated.

Equipment Rental

HERC experienced higher rental volumes and pricing for six months ended June 30, 2012 compared to the prior year period as the industry continued its recovery in North America. We continued to see growth in our specialty services such as Pump & Power, Industrial Plant Services and Hertz Entertainment Services. Additionally, there continues to be opportunities for the remainder of 2012 as the uncertain economic outlook makes rental solutions attractive to customers.

On January 19, 2012, HERC acquired Cinelease Holdings, LLC, or "Cinelease," a U.S. market leader in lighting and grip rentals to the television industry.

As of June 30, 2012, HERC had a total of approximately 330 branches in the U.S., Canada, France, Spain, China and Saudi Arabia.

Seasonality

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

Restructuring

During the first and second quarter of 2012, we continued to streamline operations and reduce costs with the closure of several car rental and equipment rental locations globally as well as a reduction in our workforce by approximately 65 employees and 280 employees, respectively.

For the three and six months ended June 30, 2012, our consolidated statement of operations includes restructuring charges of $16.1 million and $25.5 million, respectively. For the three and six months ended June 30, 2011, our consolidated statement of operations includes restructuring charges of $33.7 million and $38.4 million, respectively.

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

37

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

RESULTS OF OPERATIONS

Three Months Ended June 30, 2012 Compared with Three Months Ended June 30, 2011

Summary

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

							Percentage of Revenues
	Three Months Ended June 30,						Three Months Ended June 30,
	2012			2011			2012			2011
Revenues:
Car rental	$	1,849.3		$	1,731.2			83.1	%		83.5	%
Equipment rental		334.2			301.6			15.0			14.6
Other		41.6			39.5			1.9			1.9
Total revenues		2,225.1			2,072.3			100.0			100.0
Expenses:
Direct operating		1,188.9			1,187.3			53.4			57.3
Depreciation of revenue earning equipment and lease charges		519.8			419.7			23.4			20.3
Selling, general and administrative		206.6			195.6			9.3			9.4
Interest expense		152.2			165.8			6.8			8.0
Interest income		(0.5	)		(1.5	)		—			(0.1	)
Other (income) expense, net		(0.6	)		10.8			—			0.5
Total expenses		2,066.4			1,977.7			92.9			95.4
Income before income taxes		158.7			94.6			7.1			4.6
Provision for taxes on income		(65.8	)		(34.5	)		(2.9	)		(1.7	)
Net income		92.9			60.1			4.2			2.9
Less: Net income attributable to noncontrolling interest		—			(5.1	)		—			(0.2	)
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	92.9		$	55.0			4.2	%		2.7	%

38

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

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

	Three Months Ended or as of June 30,
	2012			2011
Selected Car Rental Operating Data:
Worldwide number of transactions (in thousands)		7,517			7,146
Domestic (Hertz)		5,620			5,255
International (Hertz)		1,897			1,891
Worldwide transaction days (in thousands)(a)		37,256			34,826
Domestic (Hertz)		26,312			23,889
International (Hertz)		10,944			10,937
Worldwide rental rate revenue per transaction day(b)	$	39.50		$	40.87
Domestic (Hertz)	$	38.10		$	39.32
International (Hertz)	$	42.85		$	44.25
Worldwide average number of cars during the period		656,200			487,300
Domestic (Hertz company-operated)		353,100			328,200
International (Hertz company-operated)		157,000			159,100
Donlen (under lease and maintenance)		146,100			N/A
Adjusted pre-tax income (in millions of dollars)(c)	$	277.4		$	242.2
Worldwide revenue earning equipment, net (in millions of dollars)	$	10,408.0		$	9,522.7
Selected Worldwide Equipment Rental Operating Data:
Rental and rental related revenue (in millions of dollars)(d)	$	303.0		$	266.1
Same store revenue growth, including growth initiatives(e)		7.3	%		10.4	%
Average acquisition cost of rental equipment operated during the period (in millions of dollars)	$	3,003.6		$	2,778.8
Adjusted pre-tax income (in millions of dollars)(c)	$	42.5		$	33.4
Revenue earning equipment, net (in millions of dollars)	$	2,030.0		$	1,702.7

(a)

Transaction days represent the total number of days that vehicles were on rent in a given period.

(b)

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

39

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

car rental segment revenues to our rental rate revenue and rental rate revenue per transaction day (based on December 31, 2011 foreign exchange rates) for the three months ended June 30, 2012 and 2011 (in millions of dollars, except as noted):

	Three Months Ended June 30,
	2012			2011
Car rental segment revenues	$	1,889.6		$	1,768.8
Non-rental rate revenue		(419.4	)		(290.3	)
Foreign currency adjustment		1.3			(55.3	)
Rental rate revenue	$	1,471.5		$	1,423.2
Transaction days (in thousands)		37,256			34,826
Rental rate revenue per transaction day (in whole dollars)	$	39.50		$	40.87

(c)

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

	Three Months Ended June 30,
	2012			2011
Adjusted pre-tax income:
Car rental	$	277.4		$	242.2
Equipment rental		42.5			33.4
Total reportable segments		319.9			275.6
Adjustments:
Other reconciling items(1)		(86.0	)		(91.2	)
Purchase accounting(2)		(29.0	)		(22.5	)
Non-cash debt charges(3)		(20.6	)		(27.1	)
Restructuring charges		(16.1	)		(33.7	)
Restructuring related charges(4)		(5.0	)		(2.8	)
Acquisition related costs		(4.5	)		(6.1	)
Pension adjustment(5)		—			13.1
Premiums paid on debt(6)		—			(10.7	)
Income before income taxes	$	158.7		$	94.6

(1)

Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities.



(2)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.



(3)

Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.

40

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

(4)

Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.



(5)

Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.



(6)

Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

(d)

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

	Three Months Ended June 30,
	2012			2011
Equipment rental segment revenues	$	335.0		$	301.7
Equipment sales and other revenue		(31.3	)		(29.4	)
Foreign currency adjustment		(0.7	)		(6.2	)
Rental and rental related revenue	$	303.0		$	266.1

(e)

Same store revenue growth is calculated as the year over year change in revenue for locations that are open at the end of the period reported and have been operating under our direction for more than twelve months. The same store revenue amounts are adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends.

REVENUES

	Three Months Ended June 30,
(in millions of dollars)	2012		2011		$ Change			% Change
Revenues by Segment
Car rental	$	1,889.6	$	1,768.8	$	120.8			6.8	%
Equipment rental		335.0		301.7		33.3			11.0	%
Other reconciling items		0.5		1.8		(1.3	)		(68.3	)%
Total revenues	$	2,225.1	$	2,072.3	$	152.8			7.4	%

Car Rental Segment

Revenues from our car rental segment increased 6.8%, primarily as a result of increases in car rental transaction days worldwide of 7.0%, refueling fees of $5.3 million and airport concession recovery fees of $4.6 million. The three months ended June 30, 2012 also includes $115.4 million of revenues related to Donlen, which was acquired on September 1, 2011. These increases were partly offset by the effects of foreign currency translation of approximately $54.7 million and a decrease in worldwide RPD.

41

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

RPD for worldwide car rental for the three months ended June 30, 2012 decreased 3.4% from 2011, due to decreases in U.S. and International RPD of 3.1% and 3.2%, respectively, and a mix shift to the U.S. due to uncertain economic conditions in Europe. U.S. off-airport RPD declined by 4.0% and U.S. airport RPD decreased 2.2%. U.S. airport RPD was negatively impacted by a mix shift to longer life, lower RPD rentals (including mix shift towards off-airport and the Advantage brand). International RPD decreased primarily due to a decrease in Europe's airport RPD which was due to the competitive pricing environment and uncertain economic conditions.

Equipment Rental Segment

Revenues from our equipment rental segment increased 11.0%, primarily due to increases of 12.6% and 3.6% in equipment rental volumes and pricing, respectively, partially offset by the effects of foreign currency translation of approximately $6.3 million. The increase in volume was primarily due to strong industrial and improving construction performance. Our acquisition of Cinelease in January 2012 also contributed to the revenue increase.

Other

Revenues from all other sources decreased $1.3 million, primarily due to a decrease in revenues from our third-party claim management services.

EXPENSES

	Three Months Ended June 30,
(in millions of dollars)	2012			2011			$ Change			% Change
Expenses:
Fleet related expenses	$	287.3		$	287.0		$	0.3			0.1	%
Personnel related expenses		384.0			373.5			10.5			2.8	%
Other direct operating expenses		517.6			526.8			(9.2	)		(1.7	)%
Direct operating		1,188.9			1,187.3			1.6			0.1	%
Depreciation of revenue earning equipment and lease charges		519.8			419.7			100.1			23.8	%
Selling, general and administrative		206.6			195.6			11.0			5.6	%
Interest expense		152.2			165.8			(13.6	)		(8.2	)%
Interest income		(0.5	)		(1.5	)		1.0			(69.7	)%
Other (income) expense, net		(0.6	)		10.8			(11.4	)		(105.1	)%
Total expenses	$	2,066.4		$	1,977.7		$	88.7			4.5	%

Total expenses increased 4.5%, but total expenses as a percentage of revenues decreased from 95.4% for the three months ended June 30, 2011 to 92.9% for the three months ended June 30, 2012.

Direct Operating Expenses

Car Rental Segment

Direct operating expenses for our car rental segment of $995.8 million for the three months ended June 30, 2012 increased 1.8% from $977.9 million for the three months ended June 30, 2011 as a result

42

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

of increases in other direct operating expenses and personnel related expenses, partly offset by a decrease in fleet related expenses.

Other direct operating expenses for our car rental segment of $449.7 million for the three months ended June 30, 2012 increased 3.4% from the three months ended June 30, 2011. The increase was primarily related to increases in facilities expense of $8.0 million, commissions of $4.9 million, field systems expenses of $4.0 million, concession fees of $3.8 million and restructuring and restructuring related charges of $5.5 million, partially offset by the effects of foreign currency translation of approximately $13.1 million. These increases were primarily a result of improved worldwide rental volume demand and additional locations associated with off-airport expansion.

Personnel related expenses for our car rental segment of $314.8 million for the three months ended June 30, 2012 increased 2.7% from the three months ended June 30, 2011. The increase was primarily related to increases in salaries and related expenses of $16.6 million associated with improved volume and additional off-airport locations in 2012. These increases were partially offset by the effects of foreign currency translation of approximately $7.4 million.

Fleet related expenses for our car rental segment of $231.3 million for the three months ended June 30, 2012 decreased 2.2% from the three months ended June 30, 2011. The decrease was primarily related to the effects of foreign currency translation of approximately $9.8 million and a decrease of $3.6 million in vehicle damage costs due to higher collections from customers on damaged or wrecked vehicles. These decreases were partly offset by increases in gasoline costs of $8.9 million.

Equipment Rental Segment

Direct operating expenses for our equipment rental segment of $195.4 million for the three months ended June 30, 2012 decreased 6.4% from $208.7 million for the three months ended June 30, 2011 as a result of decreases in other direct operating expenses partly offset by increases in fleet related expenses and personnel related expenses.

Other direct operating expenses for our equipment rental segment of $79.2 million for the three months ended June 30, 2012 decreased $22.2 million, or 21.9% from the three months ended June 30, 2011. The decrease was primarily related to a decrease in restructuring charges of $27.2 million, partly offset by $2.9 million of other direct operating expenses associated with Cinelease, which was acquired in January 2012, and $1.5 million in cost of sales due to higher equipment sales.

Fleet related expenses for our equipment rental segment of $55.9 million for the three months ended June 30, 2012 increased $5.5 million, or 11.0% from the three months ended June 30, 2011. The increase was primarily related to increased rental volume resulting in increased freight and delivery costs of $2.4 million, increased insurance, license and tax expenses of $1.5 million, and higher maintenance costs of $0.9 million.

Personnel related expenses for our equipment rental segment of $60.2 million for the three months ended June 30, 2012 increased $3.2 million, or 5.7%, from the three months ended June 30, 2011. The increase was related to salaries and related expenses of $4.1 million due to increased volumes and new branch openings, as well as $1.7 million of personnel related expenses associated with Cinelease, which was acquired in January 2012. These increases were partially offset by lower incentives of $1.6 million and the effects of foreign currency translation of approximately $1.2 million.

43

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

Depreciation of Revenue Earning Equipment and Lease Charges

Car Rental Segment

Depreciation of revenue earning equipment and lease charges for our car rental segment of $454.1 million for the three months ended June 30, 2012 increased 27.9% from $355.1 million for the three months ended June 30, 2011. The increase was primarily due to the acquisition of Donlen and its related depreciation expense of $94.5 million, as well as an increase in our average fleet size of 4.7% (exclusive of vehicles acquired through the Donlen acquisition), partly offset by lower net depreciation per vehicle, a higher mix of non-program cars and the effects of foreign currency translation of approximately $12.8 million.

Equipment Rental Segment

Depreciation of revenue earning equipment and lease charges in our equipment rental segment of $65.7 million for the three months ended June 30, 2012 increased 1.8% from $64.6 million for the three months ended June 30, 2011. The increase was primarily due to an 8.1% increase in the average acquisition cost of rental equipment operated during the period, partly offset by higher residual values on the disposal of used equipment, and the effects of foreign currency translation of approximately $1.2 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $11.0 million or 5.6% from the prior year period, due to increases in administrative expenses and sales promotion expenses, partially offset by a decrease in advertising expenses.

Administrative expenses increased $14.1 million, or 11.8%, primarily due to the acquisition of Donlen, which added $6.8 million in administrative expenses. Additionally, restructuring and restructuring related charges increased by $6.6 million and benefits expenses increased by $5.6 million. These increases were partly offset by the effects of foreign currency translation of approximately $4.5 million.

Sales promotion expenses increased $1.1 million, or 2.9% primarily related to increases in sales salaries and commissions due to improved results.

Advertising expenses decreased $4.2 million, or 10.5%, primarily due to higher media and production costs in 2011 related to the advertising campaign ("Gas and Brake"), as well as the effects of foreign currency translation of approximately $1.6 million.

Interest Expense

Car Rental Segment

Interest expense for our car rental segment of $77.2 million for the three months ended June 30, 2012 decreased 2.2% from $79.0 million for the three months ended June 30, 2011. The decrease was primarily due to the effects of foreign currency translation, lower fleet levels and interest rates in Europe, and lower interest rates in Brazil, partly offset by an increase in the weighted average debt outstanding as result of an increased fleet size in the U.S., and by Donlen's additional interest expense.

Equipment Rental Segment

Interest expense for our equipment rental segment of $11.5 million for the three months ended June 30, 2012 decreased 6.4% from $12.2 million for the three months ended June 30, 2011. The decrease was

44

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

primarily due to lower interest rates in Europe, partially offset by an increase in weighted average debt outstanding as a result of an increased fleet size.

Other

Other interest expense relating to interest on corporate debt of $63.5 million for the three months ended June 30, 2012 decreased 14.9% from $74.6 million for the three months ended June 30, 2011. The decrease was primarily due to the prior year's write-off of unamortized debt costs in connection with the redemption of a portion of our 8.875% Senior Notes, as well as a decrease in the average debt outstanding and interest rates in 2012, mainly due to the redemption of the remainder of our 8.875% Senior Notes and 7.875% Senior Notes in the first quarter of 2012.

Interest Income

Interest income decreased $1.0 million from the prior year period.

Other (Income) Expense, Net

Other (income) expense, net for the three months ended June 30, 2012 and 2011, reflected income of $0.6 million and expense of $10.8 million, respectively. The expense in 2011 was primarily due to $10.7 million in premiums paid in connection with the redemption of a portion of our 8.875% Senior Notes.

ADJUSTED PRE-TAX INCOME (LOSS)

Car Rental Segment

Adjusted pre-tax income for our car rental segment of $277.4 million increased 14.5% from $242.2 million for the three months ended June 30, 2011. The increase was primarily due to stronger volumes, lower net depreciation per vehicle and disciplined cost management, partly offset by decreased pricing. Adjustments to our car rental segment income before income taxes for the three months ended June 30, 2012 totaled $42.6 million (which consists of purchase accounting of $17.2 million, restructuring and restructuring related charges of $14.9 million, and non-cash debt charges of $10.6 million, partly offset by a gain on derivatives of $0.1 million). Adjustments to our car rental segment income before income taxes for the three months ended June 30, 2011 totaled $10.1 million (which consists of non-cash debt charges of $10.6 million, purchase accounting of $8.5 million and restructuring and restructuring related charges of $4.0 million, and derivative losses of $0.1 million, partly offset by pension adjustments of $13.1 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

Equipment Rental Segment

Adjusted pre-tax income for our equipment rental segment of $42.5 million increased 27.2% from $33.4 million for the three months ended June 30, 2011. The increase was primarily due to stronger volumes and pricing, strong cost management performance and higher residual values on the disposal of used equipment. Adjustments to our equipment rental segment income before income taxes for the three months ended June 30, 2012 totaled $14.4 million (which consists of purchase accounting of $10.8 million, restructuring charges of $2.5 million, and non-cash debt charges of $1.1 million). Adjustments to our equipment rental income before income taxes for the three months ended June 30, 2011 totaled $46.7 million (which consists of restructuring and restructuring related charges of $32.1 million, purchase accounting of $13.1 million, and non-cash debt charges of $1.5 million). See

45

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

footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

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

	Three Months Ended June 30,
(in millions of dollars)	2012			2011			$ Change			% Change
Income before income taxes	$	158.7		$	94.6		$	64.1			67.7	%
Provision for taxes on income		(65.8	)		(34.5	)		(31.3	)		90.5	%
Net income		92.9			60.1			32.8			54.6	%
Less: Net income attributable to noncontrolling interest		—			(5.1	)		5.1			(100.0	)%
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	92.9		$	55.0		$	37.9			68.9	%

Provision for Taxes on Income

The effective tax rate for the three months ended June 30, 2012 was 41.5% as compared to 36.5% in the three months ended June 30, 2011. The provision for taxes on income increased $31.3 million, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest decreased $5.1 million due to Hertz's purchase of the noncontrolling interest of Navigation Solutions, L.L.C. on December 31, 2011, thereby increasing its ownership interest from 65% to 100%.

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

The net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders increased 68.9% primarily due to higher rental volumes in our worldwide car and equipment rental operations, disciplined cost management, lower net depreciation per vehicle in our car rental operations, increased pricing in our equipment rental operations and improved residual values on the disposal of certain used equipment, partly offset by lower pricing in our worldwide car rental operations. The impact of changes in exchange rates on net income was mitigated by the fact that not only revenues but also most expenses outside of the United States were incurred in local currencies.

46

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

Six Months Ended June 30, 2012 Compared with Six Months Ended June 30, 2011

Summary

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

							Percentage of Revenues
	Six Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues:
Car rental	$	3,472.6		$	3,210.1			83.0	%		83.3	%
Equipment rental		635.5			569.7			15.2			14.8
Other		78.0			72.5			1.8			1.9
Total revenues		4,186.1			3,852.3			100.0			100.0
Expenses:
Direct operating		2,304.1			2,261.0			55.0			58.7
Depreciation of revenue earning equipment and lease charges		1,033.9			855.7			24.7			22.2
Selling, general and administrative		414.3			377.8			9.9			9.8
Interest expense		314.5			362.7			7.5			9.4
Interest income		(1.6	)		(3.4	)		—			—
Other (income) expense, net		(1.0	)		62.7			—			1.6
Total expenses		4,064.2			3,916.5			97.1			101.7
Income (loss) before income taxes		121.9			(64.2	)		2.9			(1.7	)
Provision for taxes on income		(85.3	)		(4.6	)		(2.0	)		(0.1	)
Net income (loss)		36.6			(68.8	)		0.9			(1.8	)
Less: Net income attributable to noncontrolling interest		—			(8.8	)		—			(0.2	)
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	36.6		$	(77.6	)		0.9	%		(2.0	)%

47

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

The following table sets forth certain of our selected car rental, equipment rental and other operating data for the six months ended or as of June 30, 2012 and 2011:

	Six Months Ended or as of June 30,
	2012			2011
Selected Car Rental Operating Data:
Worldwide number of transactions (in thousands)		13,905			13,174
Domestic (Hertz)		10,457			9,733
International (Hertz)		3,448			3,441
Worldwide transaction days (in thousands)(a)		68,925			64,476
Domestic (Hertz)		49,137			44,710
International (Hertz)		19,788			19,766
Worldwide rental rate revenue per transaction day(a)(b)	$	39.89		$	41.38
Domestic (Hertz)	$	38.77		$	40.26
International (Hertz)	$	42.69		$	43.92
Worldwide average number of cars during the period		625,500			457,300
Domestic (Hertz company-operated)		336,800			311,900
International (Hertz company-operated)		144,900			145,400
Donlen (under lease and maintenance)		143,800			N/A
Adjusted pre-tax income (in millions of dollars)(a)(c)	$	369.0		$	303.5
Worldwide revenue earning equipment, net (in millions of dollars)	$	10,408.0		$	9,522.7
Selected Worldwide Equipment Rental Operating Data:
Rental and rental related revenue (in millions of dollars)(a)(d)	$	577.3		$	507.5
Same store revenue growth, including growth initiatives(a)		8.1	%		9.9	%
Average acquisition cost of rental equipment operated during the period (in millions of dollars)	$	2,951.6		$	2,769.2
Adjusted pre-tax income (in millions of dollars)(a)(c)	$	68.4		$	43.6
Revenue earning equipment, net (in millions of dollars)	$	2,030.0		$	1,702.7

(a)

For further details relating to car rental transaction days, car rental rate revenue per transaction day, adjusted pre-tax income, equipment rental and rental related revenue and equipment rental same store revenue growth including growth initiatives, see "Three Months Ended June 30, 2012 Compared with Three Months Ended June 30, 2011—Summary."

(b)

The following table reconciles our car rental segment revenues to our rental rate revenue and rental rate revenue per transaction day (based on December 31, 2011 foreign exchange rates) for the six months ended June 30, 2012 and 2011 (in millions of dollars, except as noted):

	Six Months Ended June 30,
	2012			2011
Car rental segment revenues	$	3,547.9		$	3,279.1
Non-rental rate revenue		(788.7	)		(535.9	)
Foreign currency adjustment		(9.6	)		(75.0	)
Rental rate revenue	$	2,749.6		$	2,668.2
Transaction days (in thousands)		68,925			64,476
Rental rate revenue per transaction day (in whole dollars)	$	39.89		$	41.38

48

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

(c)

The contribution of our reportable segments to adjusted pre-tax income and reconciliation to consolidated amounts are presented below (in millions of dollars):

	Six Months Ended June 30,
	2012			2011
Adjusted pre-tax income:
Car rental	$	369.0		$	303.5
Equipment rental		68.4			43.6
Total reportable segments		437.4			347.1
Adjustments:
Other reconciling items(1)		(174.2	)		(178.7	)
Purchase accounting(2)		(53.0	)		(43.1	)
Non-cash debt charges(3)		(45.8	)		(87.0	)
Restructuring charges		(25.5	)		(38.4	)
Restructuring related charges(4)		(5.6	)		(3.3	)
Acquisition related costs		(11.4	)		(9.0	)
Management transition costs		—			(2.5	)
Pension adjustment(5)		—			13.1
Premiums paid on debt(6)		—			(62.4	)
Income before income taxes	$	121.9		$	(64.2	)

(1)

Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities.



(2)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.



(3)

Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.



(4)

Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.



(5)

Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.



(6)

Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

(d)

The following table reconciles our equipment rental segment revenues to our equipment rental and rental related revenue (based on December 31, 2011 foreign exchange rates) for the six months ended June 30, 2012 and 2011 (in millions of dollars):

	Six Months Ended June 30,
	2012			2011
Equipment rental segment revenues	$	637.1		$	569.9
Equipment sales and other revenue		(57.6	)		(52.8	)
Foreign currency adjustment		(2.2	)		(9.6	)
Rental and rental related revenue	$	577.3		$	507.5

49

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

REVENUES

	Six Months Ended June 30,
(in millions of dollars)	2012		2011		$ Change			% Change
Revenues by Segment
Car rental	$	3,547.9	$	3,279.1	$	268.8			8.2	%
Equipment rental		637.1		569.9		67.2			11.8	%
Other reconciling items		1.1		3.3		(2.2	)		(65.2	)%
Total revenues	$	4,186.1	$	3,852.3	$	333.8			8.7	%

Car Rental Segment

Revenues from our car rental segment increased 8.2%, primarily as a result of increases in car rental transaction days worldwide of 6.9%, refueling fees of $13.6 million and airport concession recovery fees of $9.5 million. The six months ended June 30, 2012 also includes $225.8 million of revenues related to Donlen. These increases were partly offset by the effects of foreign currency translation of approximately $62.3 million and a decrease in worldwide RPD.

RPD for worldwide car rental for the six months ended June 30, 2012 decreased 3.6% from 2011, due to decreases in U.S. and International RPD of 3.7% and 2.8%, respectively, and a mix shift to the U.S. due to uncertain economic conditions in Europe. U.S. off-airport RPD declined by 3.6% and U.S. airport RPD decreased 3.3%. U.S. airport RPD was negatively impacted by a mix shift to longer life, lower RPD rentals (including mix shift towards off-airport and the Advantage brand). International RPD decreased primarily due to a decrease in Europe's airport RPD which was due to the competitive pricing environment and uncertain economic conditions.

Equipment Rental Segment

Revenues from our equipment rental segment increased 11.8%, primarily due to increases of 11.0% and 3.6% in equipment rental volumes and pricing, respectively, partially offset by the effects of foreign currency translation of approximately $8.4 million. The increase in volume was primarily due to strong industrial and improving construction performance. Our acquisition of Cinelease in January 2012 also contributed to the revenue increase.

Other

Revenues from all other sources decreased $2.2 million, primarily due to a decrease in revenues from our third-party claim management services.

50

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

EXPENSES

	Six Months Ended June 30,
(in millions of dollars)	2012			2011			$ Change			% Change
Expenses:
Fleet related expenses	$	538.3		$	536.9		$	1.4			0.3	%
Personnel related expenses		765.5			739.5			26.0			3.5	%
Other direct operating expenses		1,000.3			984.6			15.7			1.6	%
Direct operating		2,304.1			2,261.0			43.1			1.9	%
Depreciation of revenue earning equipment and lease charges		1,033.9			855.7			178.2			20.8	%
Selling, general and administrative		414.3			377.8			36.5			9.7	%
Interest expense		314.5			362.7			(48.2	)		(13.3	)%
Interest income		(1.6	)		(3.4	)		1.8			(54.1	)%
Other (income) expense, net		(1.0	)		62.7			(63.7	)		(101.6	)%
Total expenses	$	4,064.2		$	3,916.5		$	147.7			3.8	%

Total expenses increased 3.8%, but total expenses as a percentage of revenues decreased from 101.7% for the six months ended June 30, 2011 to 97.1% for the six months ended June 30, 2012.

Direct Operating Expenses

Car Rental Segment

Direct operating expenses for our car rental segment of $1,925.5 million for the six months ended June 30, 2012 increased $43.8 million, or 2.3%, from the six months ended June 30, 2011 as a result of increases in other direct operating expenses and personnel related expenses, partially offset by lower fleet related expenses.

Other direct operating expenses for our car rental segment of $867.3 million for the six months ended June 30, 2012 increased $33.8 million, or 4.1% from the six months ended June 30, 2011. The increase was primarily related to increases in facilities expenses of $11.7 million, restructuring and restructuring related charges of $8.5 million, commissions of $8.0 million, concession fees of $7.5 million, computer expenses of $4.9 million and field administrative expenses of $4.5 million, partially offset by the effects of foreign currency translation of approximately $15.4 million. The increases were primarily a result of improved worldwide rental volume demand, additional locations associated with off-airport expansion, and increased litigation expenses.

Personnel related expenses for our car rental segment of $625.8 million for the six months ended June 30, 2012 increased $19.1 million, or 3.1%, from the six months ended June 30, 2011. The increase was related to increases in salaries and related expenses associated with improved volume and compensation for employees at additional off-airport locations in 2012.

Fleet related expenses for our car rental segment of $432.5 million for the six months ended June 30, 2012 decreased $9.1 million, or 2.1% from the six months ended June 30, 2011. The decrease was primarily related to the effects of foreign currency translation of $11.4 million, lower vehicle damage costs of $9.3 million due to higher collections from customers on damaged or wrecked vehicles, lower self insurance expenses of $3.4 million and lower vehicle license taxes of $1.9 million. These decreases were partially offset by increases in gasoline costs of $17.0 million.

51

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

Equipment Rental Segment

Direct operating expenses for our equipment rental segment of $382.7 million for the six months ended June 30, 2012 increased 0.9% from $379.5 million for the six months ended June 30, 2011 as a result of increases in fleet related expenses and personnel related expenses, partially offset by lower other direct operating expenses.

Fleet related expenses for our equipment rental segment of $105.9 million for the six months ended June 30, 2012 increased $10.5 million, or 11.0% from the six months ended June 30, 2011. The increase was primarily related to increased rental volume resulting in increased freight and delivery costs of $3.6 million, higher maintenance costs of $2.4 million, and increased insurance, license and tax expenses of $1.8 million. Additionally, Cinelease added $1.7 million of fleet related expenses.

Personnel related expenses for our equipment rental segment of $121.4 million for the six months ended June 30, 2012 increased $8.4 million, or 7.4% from the six months ended June 30, 2011. The increase was primarily related to increases in salaries and related expenses of $6.2 million, due to increased volumes and new branch openings. Additionally, Cinelease added $3.2 million of personnel related expenses.

Other direct operating expenses for our equipment rental segment of $155.5 million for the six months ended June 30, 2012 decreased $15.6 million, or 9.1% from the six months ended June 30, 2011. The decrease was primarily related to a decrease in restructuring charges of $26.6 million, partly offset by $6.0 million of other direct operating expenses associated with Cinelease, which was acquired in January 2012, as well as increased re-rent expenses of $2.7 million and higher cost of sales of $2.1 million due to higher equipment sales.

Depreciation of Revenue Earning Equipment and Lease Charges

Car Rental Segment

Depreciation of revenue earning equipment and lease charges for our car rental segment of $905.8 million for the six months ended June 30, 2012 increased 25.1% from $723.9 million for the six months ended June 30, 2011. The increase was primarily due to the acquisition of Donlen and its related depreciation expense of $184.5 million, as well as an increase in our average fleet size of 5.3% (exclusive of vehicles acquired through the Donlen acquisition), partly offset by lower net depreciation per vehicle, higher vehicle residual values, a higher mix of non-program cars and the effects of foreign currency translation of approximately $14.7 million.

Equipment Rental Segment

Depreciation of revenue earning equipment and lease charges in our equipment rental segment of $128.1 million for the six months ended June 30, 2012 decreased 2.8% from $131.8 million for the six months ended June 30, 2011. The decrease was primarily due to higher residual values on the disposal of used equipment, partly offset by a 6.6% increase in the average acquisition cost of rental equipment operated during the period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $36.5 million, or 9.7%, due to increases in administrative expenses, advertising expenses, and sales promotion expenses.

52

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

Administrative expenses increased $31.6 million, or 13.6%, primarily due to the acquisition of Donlen, which added $12.9 million in administrative expenses. Additionally, salaries and related expenses increased $11.4 million, restructuring and restructuring related charges increased by $7.8 million, consulting expenses increased $5.4 million and legal expenses increased $4.9 million. These increases were partly offset by the effects of foreign currency translation of approximately $7.6 million.

Advertising expenses increased $4.0 million, or 5.5%, primarily due to increased media advertising, higher airline miles expense associated with increased volume, and costs related to our new customer loyalty program, partially offset by the effects of foreign currency translation of approximately $1.9 million.

Sales promotion expenses increased $0.9 million, or 1.3%, primarily related to increases in sales salaries and commissions due to improved results, partially offset by the effects of foreign currency translation.

Interest Expense

Car Rental Segment

Interest expense for our car rental segment of $157.7 million for the six months ended June 30, 2012 increased 2.1% from $154.5 million for the six months ended June 30, 2011. The increase was primarily due to the acquisition of Donlen and an increase in the weighted-average debt outstanding, partially offset by the effects of foreign currency translation.

Equipment Rental Segment

Interest expense for our equipment rental segment of $24.3 million for the six months ended June 30, 2012 increased 4.2% from $23.3 million for the six months ended June 30, 2011. The increase was primarily due to increases in the weighted-average debt outstanding as a result of an increase in average fleet size and in the Senior Term Facility and Senior ABL Facility interest rates.

Other

Other interest expense relating to interest on corporate debt of $132.5 million for the six months ended June 30, 2012 decreased 28.3% from $184.9 million for the six months ended June 30, 2011. The decrease was primarily due larger write-off's last year of unamortized debt costs in connection with refinancing activity, lower rates achieved with the refinancing of our Senior Notes and Senior Subordinated Notes, and a decrease in the weighted-average debt outstanding and interest rates.

Interest Income

Interest income increased $1.8 million from the prior year period.

Other (Income) Expense, Net

Other (income) expense, net for the six months ended June 30, 2012 and 2011, reflected income of $1.0 million and expense of $62.7 million, respectively. The expense in 2011 was primarily due to $62.4 million in premiums paid in connection with the redemption of our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

53

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

ADJUSTED PRE-TAX INCOME (LOSS)

Car Rental Segment

Adjusted pre-tax income for our car rental segment of $369.0 million increased $65.5 million from $303.5 million for the six months ended June 30, 2011. The increase was primarily due to stronger volumes, lower net depreciation per vehicle, improved residual values and disciplined cost management, partly offset by decreased pricing. Adjustments to our car rental segment income before income taxes for the six months ended June 30, 2012 totaled $72.6 million (which consists of purchase accounting of $30.2 million, non-cash debt charges of $21.7 million, and restructuring and restructuring related charges of $20.7 million). Adjustments to our car rental segment income before income taxes for the six months ended June 30, 2011 totaled $30.4 million (which consists of non-cash debt charges of $20.8 million, purchase accounting of $16.6 million and restructuring and restructuring related charges of $5.5 million and derivative losses of $0.6 million, partly offset by pension adjustments of $13.1 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

Equipment Rental Segment

Adjusted pre-tax income for our equipment rental segment of $68.4 million increased $24.8 million from $43.6 million for the six months ended June 30, 2011. The increase was primarily due to stronger volumes and pricing, strong cost management performance and higher residual values on the disposal of used equipment. Adjustments to our equipment rental segment income before income taxes for the six months ended June 30, 2012 totaled $30.2 million (which consists of purchase accounting of $20.8 million, restructuring and restructuring related charges of $6.7 million, and non-cash debt charges of $2.7 million). Adjustments to our equipment rental loss before income taxes for the six months ended June 30, 2011 totaled $64.6 million (which consists of restructuring and restructuring related charges of $35.9 million, purchase accounting of $24.8 million, and non-cash debt charges of $3.9 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

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

	Six Months Ended June 30,
(in millions of dollars)	2012			2011			$ Change			% Change
Income (loss) before income taxes	$	121.9		$	(64.2	)	$	186.1			N/M
Provision for taxes on income		(85.3	)		(4.6	)		(80.7	)		N/M
Net income (loss)		36.6			(68.8	)		105.4			(153.1	)%
Less: Net income attributable to noncontrolling interest		—			(8.8	)		8.8			(100.0	)%
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	36.6		$	(77.6	)	$	114.2			(147.1	)%

Provision for Taxes on Income

The effective tax rate for the six months ended June 30, 2012 was 70.0% as compared to (7.2)% in the six months ended June 30, 2011. The provision for taxes on income increased $80.7 million, primarily due

54

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

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

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest decreased $8.8 million due to Hertz's purchase of the noncontrolling interest of Navigation Solutions, L.L.C. on December 31, 2011, thereby increasing its ownership interest from 65% to 100%.

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

The net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders increased $114.2 million primarily due to higher rental volumes in our worldwide car and equipment rental operations, improved residual values on the disposal of certain vehicles and used equipment, lower net depreciation per vehicle in our car rental operations, disciplined cost management and increased pricing in our equipment rental operations, partly offset by lower pricing in our worldwide car rental operations. The impact of changes in exchange rates on net income was mitigated by the fact that not only revenues but also most expenses outside of the United States were incurred in local currencies.

LIQUIDITY AND CAPITAL RESOURCES

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

Cash Flows

As of June 30, 2012, we had cash and cash equivalents of $586.2 million, a decrease of $345.6 million from $931.8 million as of December 31, 2011. The following table summarizes such decrease:

	Six Months Ended June 30,
(in millions of dollars)	2012			2011			$ Change
Cash provided by (used in):
Operating activities	$	1,158.4		$	686.9		$	471.5
Investing activities		(2,203.7	)		(2,177.7	)		(26.0	)
Financing activities		704.5			(167.4	)		871.9
Effect of exchange rate changes		(4.8	)		31.6			(36.4	)
Net change in cash and cash equivalents	$	(345.6	)	$	(1,626.6	)	$	1,281.0

During the six months ended June 30, 2012, we generated $471.5 million more cash from operating activities compared with the same period in 2011. The increase was primarily a result of improvements in the operating performance of our business as well as due to the timing of our payments.

Our primary use of cash in investing activities is for the acquisition of revenue earning equipment, which consists of cars and equipment. During the six months ended June 30, 2012, we used $26.0 million more cash for investing activities compared with the same period in 2011. The increase in the use of funds was primarily due to increases in revenue earning equipment expenditures and acquisitions during the period, partly offset by a decrease in the year-over-year change in restricted cash and cash equivalents and an increase in the proceeds from disposal of revenue earning equipment in our car rental operations. The increase in revenue earning equipment expenditures was primarily due to higher car

55

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

and equipment rental volumes. The increase in the proceeds from the disposal of revenue earning equipment was primarily related to improved residual values. As of June 30, 2012 and December 31, 2011, we had $175.4 million and $308.0 million, respectively, of restricted cash and cash equivalents to be used for the purchase of revenue earning vehicles and other specified uses under our fleet financing facilities, our Like Kind Exchange Program, or "LKE Program," and to satisfy certain of our self-insurance regulatory reserve requirements. The decrease in restricted cash and cash equivalents of $132.6 million from December 31, 2011 to June 30, 2012, primarily related to the timing of purchases and sales of revenue earning vehicles.

During the six months ended June 30, 2012, cash flows from financing activities increased by $871.9 million compared with the same period in 2011. The increase was primarily due to payment of a greater amount of pre-funded debt associated with our Senior Note redemptions in the prior year.

Capital Expenditures

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

	Revenue Earning Equipment							Property and Equipment
	Capital Expenditures		Disposal Proceeds			Net Capital Expenditures		Capital Expenditures		Disposal Proceeds			Net Capital Expenditures
2012
First Quarter	$	2,648.7	$	(2,009.3	)	$	639.4	$	74.2	$	(47.6	)	$	26.6
Second Quarter		3,050.2		(1,599.0	)		1,451.2		63.0		(8.8	)		54.2
	$	5,698.9	$	(3,608.3	)	$	2,090.6	$	137.2	$	(56.4	)	$	80.8
2011
First Quarter	$	1,963.8	$	(1,690.2	)	$	273.6	$	56.8	$	(14.5	)	$	42.3
Second Quarter		3,503.0		(1,798.7	)		1,704.3		68.6		(13.9	)		54.7
	$	5,466.8	$	(3,488.9	)	$	1,977.9	$	125.4	$	(28.4	)	$	97.0

	Six Months Ended June 30,
	2012		2011		$ Change		% Change
Revenue earning equipment expenditures
Car rental	$	5,369.5	$	5,211.3	$	158.2		3.0	%
Equipment rental		329.4		255.5		73.9		28.9	%
Total	$	5,698.9	$	5,466.8	$	232.1		4.2	%

The increase in our car rental operations revenue earning equipment expenditures was primarily due to higher rental volumes during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 which required us to increase our fleet levels. The increase in our equipment rental operations revenue earning equipment expenditures was primarily due to the timing of purchases and payments, partly offset by better utilization of our existing equipment during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011.

56

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

	Six Months Ended June 30,
	2012		2011		$ Change			% Change
Property and equipment expenditures
Car rental	$	109.8	$	98.5	$	11.3			11.4	%
Equipment rental		15.8		12.7		3.1			23.8	%
Other		11.6		14.2		(2.6	)		(18.5	)%
Total	$	137.2	$	125.4	$	11.8			9.3	%

The net increase in property and equipment expenditures were primarily due to increased locations in our car rental operations, continued improvement in economic conditions and business performance during the first half of the year.

Financing

Our primary liquidity needs include servicing of corporate and fleet related debt, the payment of operating expenses and purchases of rental vehicles and equipment to be used in our operations. Our primary sources of funding are operating cash flows, cash received on the disposal of vehicles and equipment, borrowings under our asset-backed securitizations and our asset-based revolving credit facilities and access to the credit markets generally.

As of June 30, 2012, we had $12,467.9 million of total indebtedness outstanding. Cash paid for interest during the six months ended June 30, 2012, was $281.9 million, net of amounts capitalized. Accordingly, we are highly leveraged and a substantial portion of our liquidity needs arise from debt service on our indebtedness and from the funding of our costs of operations and capital expenditures.

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

Maturities

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

2013	$	5,993.7	(including $5,390.0 of other short-term borrowings*)
2014	$	280.0
2015	$	1,211.3
2016	$	888.4
2017	$	244.7
After 2017	$	3,908.1

*

Our short-term borrowings as of June 30, 2012 include, among other items, the amounts outstanding under the European Securitization, Australian Securitization, Senior ABL Facility, U.S. Fleet Financing Facility, U.S. Fleet Variable Funding Notes, Brazilian Fleet Financing Facility, Canadian Securitization, Capitalized Leases, European Revolving Credit Facility and the Donlen GN II Variable Funding Notes. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2012 and remain as such through September 30, 2012. As of June 30, 2012, short-term borrowings had a weighted average interest rate of 2.3%.

57

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

We believe that cash generated from operations and cash received on the disposal of vehicles and equipment, together with amounts available under various liquidity facilities will be adequate to permit us to meet our debt maturities over the next twelve months.

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

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

In March 2012, Hertz amended the Canadian Securitization to extend the maturity date from March 2012 to May 2012. In the second quarter 2012, the maturity date was extended to June 2013.

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

In May 2012, the borrowing capacity of the Series 2009-1 under our U.S. Fleet Variable Funding Notes was increased by $250 million.

In June 2012, Hertz amended the European Revolving Credit Facility to extend the maturity date from June 2013 to June 2015.

In June 2012, Hertz amended the Brazilian Fleet Financing Facility to extend the maturity date from June 2012 to February 2013.

In June 2012, Hertz amended the European Seasonal Revolving Credit Facility under the European Revolving Credit Facility to create a commitment period running from June 2012 to November 2012 that provides for aggregate maximum borrowings of €85.7 million (the equivalent of $106.9 million as of June 30, 2012), subject to borrowing base availability.

During the first half of 2012, Donlen's GN II Variable Funding Notes remained outstanding and lender commitments thereunder were increased to permit aggregate maximum borrowings of $900.0 million (subject to borrowing base availability).

For subsequent events relating to our indebtedness, see Note 17 to the Notes to our condensed consolidated financial statements included in this Report.

Registration Rights and Indentures for the Senior Notes

Pursuant to the terms of exchange and registration rights agreements entered into in connection with the issuance of $250 million in aggregate principal amount of the 6.75% Senior Notes due 2019 in March 2012, Hertz has agreed to file a registration statement under the Securities Act of 1933, as amended, to permit either the exchange of such notes for registered notes or, in the alternative, the registered resale of such notes. Hertz's failure to meet its obligations under the exchange and registration rights agreement, including by failing to have the registration statement become effective by March 2013 or failing to complete the exchange offer by April 2013, will result in Hertz incurring special interest on such notes at a per annum rate of 0.25% for the first 90 days of any period where a default has occurred and is continuing, which rate will be increased by an additional 0.25% during each subsequent 90 day period, up to a maximum of 0.50%. We do not believe the special interest obligation is probable, and as such, we have not recorded any amounts with respect to this registration payment arrangement.

58

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

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

The indentures for the Senior Notes contain covenants that, among other things, limit or restrict the ability of the Hertz credit group to incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain restricted payments (including paying dividends, redeeming stock or making other distributions to parent entities of Hertz and other persons outside of the Hertz credit group), make investments, create liens, transfer or sell assets, merge or consolidate, and enter into certain transactions with Hertz's affiliates that are not members of the Hertz credit group.

Other Financing Risks

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

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

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

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

59

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

Covenants

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

Under the terms of our Senior Term Facility and Senior ABL Facility, we are not subject to ongoing financial maintenance covenants; however, under the Senior ABL Facility, failure to maintain certain levels of liquidity will subject the Hertz credit group to a contractually specified fixed charge coverage ratio of not less than 1:1 for the four quarters most recently ended. As of June 30, 2012, we were not subject to such contractually specified fixed charge coverage ratio.

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

Borrowing Capacity and Availability

As of June 30, 2012, the following facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

	Remaining Capacity		Availability Under Borrowing Base Limitation
Corporate Debt
Senior ABL Facility	$	1,027.6	$	782.4
Total Corporate Debt		1,027.6		782.4
Fleet Debt
U.S. Fleet Variable Funding Notes		163.1		36.8
Donlen GN II Variable Funding Notes		26.1		2.1
U.S. Fleet Financing Facility		54.0		16.2
European Revolving Credit Facility		119.3		66.7
European Securitization		157.3		16.8
Canadian Securitization		63.4		20.6
Australian Securitization		97.8		—
Capitalized Leases		132.2		25.6
Total Fleet Debt		813.2		184.8
Total	$	1,840.8	$	967.2

Our borrowing capacity and availability primarily comes from our "revolving credit facilities," which are a combination of asset-backed securitization facilities and asset-based revolving credit facilities. Creditors under each of our revolving credit facilities have a claim on a specific pool of assets as collateral. Our

60

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

ability to borrow under each revolving credit facility is a function of, among other things, the value of the assets in the relevant collateral pool. We refer to the amount of debt we can borrow given a certain pool of assets as the "borrowing base."

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

We refer to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt we could borrow given the collateral we possess at such time).

As of June 30, 2012, the Senior Term Facility had approximately $0.3 million available under the letter of credit facility and the Senior ABL Facility had $1,081.6 million available under the letter of credit facility sublimit, subject to borrowing base restrictions.

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

Some of these special purpose entities are consolidated variable interest entities, of which Hertz is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of rental vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of June 30, 2012 and December 31, 2011, our International Fleet Financing No. 1 B.V., International Fleet Financing No. 2 B.V. and HA Funding Pty, Ltd. variable interest entities had total assets primarily comprised of loans receivable and revenue earning equipment of $528.1 million and $456.3 million, respectively, and total liabilities primarily comprised of debt of $527.6 million and $455.8 million, respectively.

Off-Balance Sheet Commitments and Arrangements

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

Indemnification Obligations

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

Sponsors; Directors

Hertz has entered into customary indemnification agreements with Hertz Holdings, the Sponsors and our stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, our stockholders affiliated with the Sponsors and their respective affiliates, directors,

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

officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We also entered into indemnification agreements with each of our directors. We do not believe that these indemnifications are reasonably likely to have a material impact on us.

Environmental

We have indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which we may be held responsible could be substantial. The probable expenses that we expect to incur for such matters have been accrued, and those expenses are reflected in our condensed consolidated financial statements. As of June 30, 2012 and December 31, 2011, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in our condensed consolidated balance sheets in "Accrued liabilities" were $1.4 million and $1.5 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Risk Management

For a discussion of additional risks arising from our operations, including vehicle liability, general liability and property damage insurable risks, see "Item 1—Business—Risk Management" in our Form 10-K.

Market Risks

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

Interest Rate Risk

From time to time, we may enter into interest rate swap agreements and/or interest rate cap agreements to manage interest rate risk. See Notes 7 and 13 to the Notes to our condensed consolidated financial

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

statements included in this Report and Notes 4 and 13 to the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data."

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

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming various changes in market interest rates. Assuming a hypothetical increase of one percentage point in interest rates on our debt portfolio as of June 30, 2012, our net income would decrease by an estimated $37.9 million over a twelve-month period.

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

Foreign Currency Risk

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

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

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations.

For the three and six months ended June 30, 2012, our consolidated statement of operations contained realized and unrealized losses relating to the effects of foreign currency of $1.0 million and $5.4 million, respectively.

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

Other Risks

We purchase unleaded gasoline and diesel fuel at prevailing market rates and maintain a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. For the three-month and six-month periods ended June 30, 2012, we recognized losses of $3.3 million and $1.5 million, respectively, in "Direct operating" on our consolidated statement of operations relating to our gasoline swaps. See Note 13 to the Notes to our condensed consolidated financial statements included in this Report.

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

Inflation

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

Income Taxes

In January 2006, we implemented a LKE Program for our U.S. car rental business. Pursuant to the program, we dispose of vehicles and acquire replacement vehicles in a form intended to allow such dispositions and replacements to qualify as tax-deferred "like-kind exchanges" pursuant to section 1031 of the Internal Revenue Code. The program has resulted in deferral of federal and state income taxes for fiscal years 2006, 2007, 2008 and 2009 and part of 2010. A LKE Program for HERC has also been in place for several years. The program allows tax deferral if a qualified replacement asset is acquired within a specific time period after asset disposal. Accordingly, if a qualified replacement asset is not purchased within this limited time period, taxable gain is recognized. Over the last few years, for strategic purposes, such as cash management and fleet reduction, we have recognized some taxable gains in the program. In 2009, the bankruptcy filing of an original equipment manufacturer, or "OEM," also resulted in minimal gain recognition. We had sufficient net operating losses to fully offset the taxable gains recognized. We cannot offer assurance that the expected tax deferral will continue or that the relevant law concerning the programs will remain in its current form. An extended reduction in our car rental fleet could result in reduced deferrals in the future, which in turn could require us to make material cash payments for federal and state income tax liabilities. Our inability to obtain replacement financing as our fleet financing facilities mature would likely result in an extended reduction in the fleet. In the event of an extended fleet reduction, we believe the likelihood of making material cash tax payments in the near future is low because of our significant net operating losses. In August 2010, we elected to temporarily suspend the U.S. car rental LKE Program allowing cash proceeds from sales of vehicles to be utilized for various business purposes, including paying down existing debt obligations, future growth initiatives and for general operating purposes. From August 2010 through 2011, recognized tax gains on vehicle dispositions resulting from the LKE suspension were more than offset by 100% tax depreciation on newly acquired vehicles. During 2012 50% bonus depreciation is allowed, which will continue to support suspension of the LKE Program through 2012 without adverse tax implications. The timing of reinstating the LKE Program is under continued analysis.

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

Employee Retirement Benefits

Pension

We sponsor defined benefit pension plans worldwide. Pension obligations give rise to significant expenses that are dependent on assumptions discussed in Note 5 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial

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

Statements and Supplementary Data." Our 2012 worldwide pre-tax pension expense is expected to be approximately $34.5 million, which would represent an increase of $13.2 million from 2011. The anticipated increase in expense compared to 2011 is primarily due to lower expected rates of return in 2012, lower discount rates at the end of 2011 compared to 2010 and a curtailment gain in the U.K. recorded in 2011.

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

Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board, or "FASB," issued Accounting Standards Update No. 2011-05, "Presentation of Comprehensive Income," requiring companies to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements of net income and other comprehensive income. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. These provisions became effective for us beginning with the quarterly report for the period ended March 31, 2012. In December 2011, the FASB issued Accounting Standards Update No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05," which defers the timing of implementing only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments.

Other Financial Information

With respect to the unaudited interim financial information of Hertz Global Holdings, Inc. as of June 30, 2012 and for the three-month and six-month periods ended June 30, 2012 and 2011 included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they applied limited procedures in accordance with professional standards for reviews of such unaudited interim financial information. However, their separate report dated August 2, 2012 included in this Form 10-Q herein states that they did not audit and they do not express an opinion on such unaudited interim financial information. Accordingly, the degree of reliance on their report should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on such unaudited interim financial information because that report is not a "report" or "part" of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

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ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

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

ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

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

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

In June 2012, in Davis Landscape, Ltd. et al. v. Hertz Equipment Rental Corporation, the judge denied our motion for partial summary judgment on the Loss Damage Waiver claim and, in July 2012, the judge granted our motion for partial summary judgment on the Environmental Recovery Fee claim. The court also entered an order referring the case to mediation by private consent of the parties.

In May 2012, all briefing was completed in Janet Sobel and Daniel Dugan, PhD., individually and on behalf of all others similarly situated v. The Hertz Corporation on the two outstanding issues—unjust enrichment and damages. The briefing included expert reports as submitted by both sides.

In May 2012, in Michael Shames et al. v. The Hertz Corporation et al., the district court issued an order preliminarily approving the settlement of this action; certifying a settlement class; certifying a class representative and lead counsel; and providing for class notice. The court also scheduled a final approval hearing for October 29, 2012. We have accrued our best estimate of the ultimate cost which is not material to our financial condition.

In June 2012, a mediation was held in Fun Services of Kansas City, Inc., individually and as the representative of a class of similarly-situated persons v. Hertz Equipment Rental Corporation. As a result of the mediation, the parties have reached an agreement in principle to settle this class action. A draft settlement agreement that addresses compensation to class members, class counsel fees and the claims process, and which would be subject to court approval, is being finalized by the parties' counsel. We have accrued our best estimate of the ultimate cost which is not material to our financial condition.

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

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

ITEM 1A.    RISK FACTORS

There is no material change in the information reported under "Part I—Item 1A—Risk Factors" contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

ITEM 6.    EXHIBITS

(a)

Exhibits:

The attached list of exhibits in the "Exhibit Index" immediately following the signature page to this Report is filed as part of this Form 10-Q and is incorporated herein by reference in response to this item.

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SIGNATURE

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

Date: August 2, 2012	HERTZ GLOBAL HOLDINGS, INC. (Registrant)
	By:	/s/ ELYSE DOUGLAS
		Elyse Douglas Executive Vice President and Chief Financial Officer (principal financial officer and duly authorized officer)

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EXHIBIT INDEX

Exhibit Number	Description
10.7.8	Form of Price Vested Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan.
10.7.9	Form of Non-Employee Director Restricted Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan.
10.7.10	Form of Director Designee Restricted Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan.
15	Letter from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated August 2, 2012, relating to Financial Information
31.1–31.2	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32.1–32.2	18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

Note:

Certain instruments with respect to various additional obligations, which could be considered as long-term debt, have not been filed as exhibits to this Report because the total amount of securities authorized under any such instrument does not exceed 10% of our total assets on a consolidated basis. We agree to furnish to the SEC upon request a copy of any such instrument defining the rights of the holders of such long-term debt.

*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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EX-10.7.8

Exhibit 10.7.8

FORM OF PRICE VESTED STOCK UNIT AGREEMENT

This PRICE VESTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set forth on the signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the participant section of the signature page hereof (the “Participant”).

1.  Grant of Price Vested Stock Units.  The Company hereby evidences and confirms its grant to the Participant, effective as of the Grant Date, of the number of performance stock units (the “Price Vested Stock Units”) set forth on the signature page hereof and which shall be subject to the adjustments as provided in this Agreement.  This Agreement is subordinate to, and the terms and conditions of the Price Vested Stock Units granted hereunder are subject to, the terms and conditions of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “Plan”), which are incorporated by reference herein.  If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern.  Any capitalized terms used herein without definition shall have the meanings set forth in the Plan.

2.  Vesting of Price Vested Stock Units.

(a)  General Vesting Requirements.

(i)  Except as otherwise provided in this Section 2, the Restriction Period applicable to the Price Vested Stock Units shall lapse, if at all, as to (1) 50% of the Price Vested Stock Units subject to this Agreement multiplied by (2) the Three Year Vesting Percentage, as of the Three Year Certification Date, subject to (x) the continued employment of the Participant by the Company or any Subsidiary thereof through the third anniversary of the Grant Date, (y) the achievement of the Three Year Performance Criteria set forth on the signature page hereof and (z) the Committee’s certification of the achievement of the Three Year Performance Criteria and Three Year Vesting Percentage in accordance with Section 3(a).  Price Vested Stock Units that cease to be subject to a Restriction Period in accordance with this Section 2(a)(i) shall be settled as provided in Section 3.

(ii)  Except as otherwise provided in this Section 2, the Restriction Period applicable to the Price Vested Stock Units shall lapse, if at all, as to (1) 50% of the Price Vested Stock Units subject to this Agreement multiplied by (2) the Four Year Vesting Percentage, as of the Four Year Certification Date, subject to (x) the continued employment of the Participant by the Company or any Subsidiary thereof through the fourth anniversary of the Grant Date, (y) the achievement of the Four Year Performance Criteria set forth on the signature page hereof and (z) the Committee’s certification of the achievement of the Four Year Performance

1

Criteria and Four Year Vesting Percentage in accordance with Section 3(a).  Price Vested Stock Units that cease to be subject to a Restriction Period in accordance with this Section 2(a)(ii) shall be settled as provided in Section 3.

(b)  If the Committee certifies on the Three Year Certification Date that the Three Year Vesting Percentage is less than 100%, then 50% of the Price Vested Stock Units subject to this Agreement (less the number of Price Vested Stock Units for which the Restriction Period lapsed pursuant to Section 2(a)(i)) shall immediately be forfeited and canceled.  If the Committee certifies on the Four Year Certification Date that the Four Year Vesting Percentage is less than 100%, then 50% of the Price Vested Stock Units subject to this Agreement (less the number of Price Vested Stock Units for which the Restriction Period lapsed pursuant to Section 2(a)(ii)) shall immediately be forfeited and canceled.

(c)  Termination of Employment.

(i)  Death or Disability During Three Year Performance Period.  If the Participant’s employment is terminated due to death or Disability prior to the third anniversary of the Grant Date, the Participant or, as the case may be, the Participant’s estate, shall retain a portion of his or her Price Vested Stock Units equal to the 50% of Price Vested Stock Units subject to this Agreement multiplied by a fraction (which shall not be greater than 1), the numerator of which is the number of whole months that have elapsed from the Grant Date to the date of termination and the denominator of which is 36 (the “Three Year Retained Award”).  The remainder of the Price Vested Stock Units shall be forfeited and canceled as of the date of the Participant’s termination.  The Restriction Period applicable to the Three Year Retained Award shall lapse, if at all, pursuant to this Section 2(c)(i), as to (1) the Price Vested Stock Units subject to the Three Year Retained Award multiplied by (2) the Three Year Vesting Percentage, as of the Three Year Certification Date.  Settlement of the Price Vested Stock Units with respect to which the Restriction Period on the Three Year Retained Award lapses shall be made as provided in Section 3.  Any Price Vested Stock Units under the Three Year Retained Award with respect to which the Restriction Period does not lapse in accordance with this Section 2(c)(i) shall be immediately forfeited and canceled.

(ii)  Death or Disability During Four Year Performance Period.  If the Participant’s employment is terminated due to death or Disability prior to the fourth anniversary of the Grant Date, the Participant or, as the case may be, the Participant’s estate, shall retain a portion of his or her Price Vested Stock Units equal to the 50% of Price Vested Stock Units subject to this Agreement multiplied by a fraction (which shall not be greater than 1), the numerator of which is the number of whole months that have elapsed from the Grant Date to the date of termination and the denominator of which is 48 (the “Four Year Retained

2

Award”).  The remainder of the Price Vested Stock Units shall be forfeited and canceled as of the date of the Participant’s termination.  The Restriction Period applicable to the Four Year Retained Award shall lapse, if at all, pursuant to this Section 2(c)(ii), as to (1) the Price Vested Stock Units subject to the Four Year Retained Award multiplied by (2) the Four Year Vesting Percentage, as of the Four Year Certification Date.  Settlement of the Price Vested Stock Units with respect to which the Restriction Period on the Four Year Retained Award lapses shall be made as provided in Section 3.  Any Price Vested Stock Units under the Four Year Retained Award with respect to which the Restriction Period does not lapse in accordance with this Section 2(c)(ii) shall be immediately forfeited and canceled.

(iii)  Any Other Reason.  If the Participant’s employment terminates (whether by the Participant or by the Company or a Subsidiary) for any reason other than death or Disability, any outstanding Price Vested Stock Units shall immediately be forfeited and canceled effective as of the date of the Participant’s termination.

(d)  Change in Control.

(i)  In the event of a Change in Control, the Restriction Period applicable to any outstanding Price Vested Stock Units subject to this Agreement shall lapse immediately prior to such Change in Control and shall be settled as set forth in Section 3.

(ii)  Notwithstanding section 2(d)(i), no cancellation, termination, lapse of Restriction Period or settlement or other payment shall occur with respect to the Price Vested Stock Units if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Price Vested Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan.

3.  Certification and Settlement of Price Vested Stock Units.

(a)  Certification.  No later than 30 days after the end of the Three Year Performance Period, the Committee shall certify, in writing, the determination of the Three Year Performance Criteria and Three Year Vesting Percentage.  No later than 30 days after the end of the Four Year Performance Period, the Committee shall certify, in writing, the determination of the Four Year Performance Criteria and Four Year Vesting Percentage.  The date on which the Committee makes the certification with respect to the Three Year Performance Criteria and Three Year Vesting Percentage is referred to herein as the “Three Year Certification Date”, and the date on which the Committee makes the

3

certification with respect to the Four Year Performance Criteria and Four Year Vesting Percentage is referred to herein as the “Four Year Certification Date”.

(b)  Settlement.  Subject to Section 9(g), not later than 30 days after the lapse of the Restriction Period with respect to any Price Vested Stock Units, the Company shall issue to the Participant one share of Common Stock underlying each Price Vested Stock Unit as to which the Restriction Period has lapsed or, if the Committee so determines in its sole discretion, an amount in cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such shares of Common Stock.  Upon issuance, such shares of Common Stock may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with all applicable law, this Agreement and any other agreement to which such shares are subject.  The Participant’s settlement rights pursuant to this Agreement shall be no greater than the right of any unsecured general creditor of the Company.

4.  Forfeiture.  Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Covered Period, the Participant engages in Wrongful Conduct, then any Price Vested Stock Units for which the Restriction Period has not then lapsed shall automatically terminate and be canceled upon the date on which the Participant first engaged in such Wrongful Conduct.  If the Participant engages in Wrongful Conduct or if the Participant’s employment is terminated for Cause, the Participant shall pay to the Company in cash any Performance-Based Financial Gain the Participant realized from the lapse of the Restriction Period applicable to all or a portion of the Price Vested Stock Units having a Vesting Date within the Wrongful Conduct Period.  By entering into this Agreement, the Participant hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Participant any amounts the Participant owes to the Company under this Section 4 to the extent permitted by law.  This right of set-off is in addition to any other remedies the Company may have against the Participant for the Participant’s breach of this Section 4.  The Participant’s obligations under this Section 4 shall be cumulative (but not duplicative) of any similar obligations the Participant has under the Plan, this Agreement, any Company policy, standard or code (including, without limitation, the Company’s Standards of Business Conduct), or any other agreement with the Company or any Subsidiary.

5.  Effect of Financial Restatements.  In the event that the Participant commits misconduct, fraud or gross negligence (whether or not such misconduct, fraud or gross negligence is deemed or could be deemed to be an event constituting Cause) and as a result of, or in connection with, such misconduct, fraud or gross negligence the Company restates any of its financial statements, then the Committee may require any or all of the following:

(a)  that the Participant forfeit some or all of the Price Vested Stock Units subject to this Agreement held by the Participant at the time of such restatement,

4

(b)  that the Participant forfeit (or pay to the Company) some or all of the cash or the shares of Common Stock held by the Participant at the time of such restatement that had been received in settlement of Price Vested Stock Units subject to this Agreement during the twelve-month period prior to the financial restatement (or such other period as determined by the Committee), and

(c)  that the Participant pay to the Company in cash all or a portion of the proceeds that the Participant realized from the sale of shares of Common Stock that had been received in settlement of any Price Vested Stock Units subject to this Agreement within the period commencing twelve months prior to the financial restatement (or such other period as determined by the Committee).

6.  Issuance of Shares.

(a)  Notwithstanding any other provision of this Agreement, the Participant may not sell the shares of Common Stock acquired upon settlement of the Price Vested Stock Units unless such shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act.  The sale of such shares must also comply with other applicable laws and regulations governing the Common Stock and Participant may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such laws and regulations.

(b)  The shares of Common Stock issued in settlement of the Price Vested Stock Units shall be registered in the Participant’s name, or, if applicable, in the names of the Participant’s heirs or estate.  In the Company’s discretion, such shares may be issued either in certificated form or in uncertificated, book entry form.  The certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.  If delivered in certificate form, the Company may deliver a share certificate to the Participant, or deliver shares electronically or in certificate form to the Participant’s designated broker on the Participant’s behalf.  If the Participant is deceased (or if Disabled and if necessary) at the time that a delivery of share certificates is to be made, the certificates will be delivered to the Participant’s estate, executor, administrator, legally authorized guardian or personal representative (as applicable).

(c)  The grant of the Price Vested Stock Units and issuance of shares of Common Stock upon settlement of the Price Vested Stock Units will be subject to and in compliance with all applicable requirements of federal, state or foreign law with respect to such securities.  No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any

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shares subject to the Price Vested Stock Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Price Vested Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

(d)  The Company will not be required to issue fractional shares of Common Stock upon settlement of the Price Vested Stock Units.

(e)  The Company may postpone the issuance and delivery of any shares of Common Stock provided for under this Agreement for so long as the Company determines to be necessary or advisable to satisfy the following: (1) the completion or amendment of any registration of such shares or satisfaction of any exemption from registration under any securities law, rule, or regulation; (2) compliance with any requests for representations; and receipt of proof satisfactory to the Company that a person seeking such shares on the Participant’s behalf upon the Participant’s Disability (if necessary), or upon the Participant’s estate’s behalf after the death of the Participant, is appropriately authorized.

7.  Participant’s Rights with Respect to the Price Vested Stock Units.

(a)  Restrictions on Transferability.  The Price Vested Stock Units granted hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than with the consent of the Company or by will or by the laws of descent and distribution to the estate of the Participant upon the Participant’s death; provided that any such permitted transferee shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary or the estate were the Participant. Any attempt by the Participant, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Price Vested Stock Units or any interest therein or any rights relating thereto without complying with the provisions of the Plan and this Agreement, including this Section 7(a), shall be void and of no effect.  The Company will not be required to recognize on its books any action taken in contravention of these restrictions.

(b)  No Rights as Stockholder.  The Participant shall not have any rights as a stockholder of the Company with respect to any shares of Common Stock corresponding to the Price Vested Stock Units granted hereby unless and until shares of Common Stock are issued to the Participant in respect thereof.

8.  Adjustment in Capitalization.  In the event of any Adjustment Event affecting the Common Stock, the Committee shall make an equitable and proportionate anti-dilution adjustment to offset any resultant change in the pre-share price of the Common Stock and preserve the intrinsic value of any Awards granted under the Plan.  Such

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mandatory adjustment may include a change in any or all of the number and kind of shares of Common Stock or other equity interests underlying the Price Vested Stock Units, and may include a change in the Base Stock Price, Three Year Performance Stock Hurdle Price, and/or Four Year Performance Stock Hurdle Price.  In addition, the Committee may make provisions for a cash payment to a Participant or a person who has an outstanding Award in such event.  The number of shares of Common Stock or other equity interests underlying the Price Vested Stock Units shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with section 162(m) of the Code to the extent the Price Vested Stock Units are subject to such section of the Code and shall not result in adverse tax consequences to the Participant under section 409A of the Code.

9.  Miscellaneous.

(a)  Binding Effect; Benefits.  This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(b)  Assignability.  Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Participant without the prior written consent of the other party.

(c)  No Right to Continued Employment.  Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate the Participant’s employment at any time, or confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries (regardless of whether such termination results in (1) the failure of any Award to vest; (2) the forfeiture of any unvested or vested portion of any Award; and/or (3) any other adverse effect on the individual’s interests under the Plan).  Nothing in the Plan or this Agreement shall confer on the Participant the right to receive any future Awards under the Plan.

(d)  Notices.  All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Participant, as the case may be, at the following addresses or to such other address as the Company or the Participant, as the case may be, shall specify by notice to the other:

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If to the Company, to it at:

Hertz Global Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey 07656

Attention: General Counsel

Fax: (201) 594-3122

If to the Participant, to the Participant at his or her most recent address as shown on the books and records of the Company or Subsidiary employing the Participant.

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.

(e)  Amendment.  This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Price Vested Stock Units as determined in the discretion of the Committee, except as provided in the Plan, or in any other written document signed by the Participant and the Company.  This Agreement may not be amended, modified or supplemented orally.

(f)  Interpretation.  The Committee shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award.  Any determination or interpretation by the Committee under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.

(g)  Tax Withholding.  The Company shall have the right and power to deduct from all amounts paid to the Participant in cash or shares (whether under the Plan or otherwise) or to require the Participant to remit to the Company promptly upon notification of the amount due, an amount (which may include shares of Common Stock) to satisfy the minimum federal, state or local or foreign taxes or other obligations required by law to be withheld with respect thereto with respect to the Price Vested Stock Units.  No shares of Common Stock shall be issued unless and until arrangements satisfactory to the Committee shall have been made to satisfy the statutory minimum withholding tax obligations applicable with respect to such Price Vested Stock Units.  The Company may defer payments of cash or issuance or delivery of Common Stock until such requirements are satisfied.  Without limiting the generality of the foregoing, the Participant may elect to tender shares of Common Stock (including shares of Common Stock issuable in respect of the Price Vested Stock Units) to satisfy, in whole or in part, the amount required to be withheld (provided that such amount shall not be in

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excess of the minimum amount required to satisfy the statutory withholding tax obligations).

(h)  Applicable Law.  This Agreement shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

(i)  Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation.  By entering into this Agreement and accepting the Price Vested Stock Units evidenced hereby, the Participant acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any contractual or other right to receive future grants of Awards; (c) that participation in the Plan is voluntary; (d) that the value of the Price Vested Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (e) that the future value of the Common Stock is unknown and cannot be predicted with certainty.

(j)  Employee Data Privacy.  The Participant authorizes any Affiliate of the Company that employs the Participant or that otherwise has or lawfully obtains personal data relating to the Participant to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with this Agreement or the administration of the Plan.

(k)  Consent to Electronic Delivery.  By entering into this Agreement and accepting the Price Vested Stock Units evidenced hereby, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Price Vested Stock Units via Company web site or other electronic delivery.

(l)  Compensation Recovery Policy.  Without limiting any other provision of this Agreement, the Price Vested Stock Units granted hereunder shall be subject to the Compensation Recovery Policy under the Company’s Standards of Business Conduct (as amended from time to time, and including any successor or replacement policy or standard) to the extent applicable.

(m)  Company Rights.  The existence of the Price Vested Stock Units does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the

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Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(n)  Severability.  If a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement which do not violate any statute or public policy shall continue in full force and effect.   Further, it is the parties’ intent that any court order striking any portion of this Agreement should modify the terms as narrowly as possible to give as much effect as possible to the intentions of the parties’ under this Agreement.

(o)  Further Assurances.  The Participant agrees to use his or her reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for the Participant’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.

(p)  Headings and Captions.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(q)  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the          day of                     ,              (the “Grant Date”).

HERTZ GLOBAL HOLDINGS, INC.
By:
	Name:
	Title:
PARTICIPANT
«Name»
By:

Number of Price Vested Stock Units granted hereby:
Base Stock Price:
Three Year Performance Period:	The period of time commencing on the Grant Date through and including [                    ].
Three Year Performance Hurdle Stock Price:
Three Year Performance Criteria:	The 20 Day Average Trailing Stock Price as of [                    ].
Three Year Vesting Percentage:	For Three Year Performance Criteria that is equal to or below the Base Stock Price, the Three Year Vesting Percentage shall be 0%. For Three Year Performance Criteria that is equal to or above the Three Year Performance Hurdle Stock Price, the Three Year Vesting Percentage shall be 100%. Linear interpolation will be used to determine the applicable Three Year Vesting Percentage for Three Year Performance Criteria that is between the Base Stock Price and Three Year Performance Hurdle Stock Price.
Four Year Performance Period:	The period of time commencing on the Grant Date through and including [                    ].

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Four Year Performance Hurdle Stock Price:
Four Year Performance Criteria:	The 20 Day Average Trailing Stock Price as of [                    ].
Four Year Vesting Percentage:	For Four Year Performance Criteria that is equal to or below the Base Stock Price, the Four Year Vesting Percentage shall be 0%. For Four Year Performance Criteria that is equal to or above the Four Year Performance Hurdle Stock Price, the Four Year Vesting Percentage shall be 100%. Linear interpolation will be used to determine the applicable Four Year Vesting Percentage for Four Year Performance Criteria that is between the Base Stock Price and Four Year Performance Hurdle Stock Price.

[For purposes of this Agreement, the “20 Day Average Trailing Stock Price” means the average Fair Market Value of the Common Stock for a period of 20 consecutive trading days ending on and including the applicable determination date (or, if such determination date is not a trading day, ending on and including the trading day that immediately precedes such determination date).]

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EX-10.7.9

Exhibit 10.7.9

FORM OF RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set forth on the signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the director section of the signature page hereof (the “Director”).

1.  Grant of Restricted Stock Units.  The Company hereby evidences and confirms its grant to the Director, effective as of the Grant Date, of the number of restricted stock units (the “Restricted Stock Units”) set forth on the signature page hereof.  This Agreement is subordinate to, and the terms and conditions of the Restricted Stock Units granted hereunder are subject to, the terms and conditions of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “Plan”), which are incorporated by reference herein.  If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern.  Any capitalized terms used herein without definition shall have the meanings set forth in the Plan.

2.  Vesting of Restricted Stock Units.

(a)  Vesting.  Except as otherwise provided in this Section 2, the Restriction Period applicable to the Restricted Stock Units shall lapse, if at all, on the first business day immediately preceding the date of the Company’s annual shareholder meeting in [        ] (the “Vesting Date”), subject to the Director’s continued services on the Board of the Company through such Vesting Date.

(b)  Termination of Services.

(i)  Death or Disability.  If the Director ceases to serve on the Board of the Company due to death or Disability prior to the Vesting Date, the Restriction Period shall lapse immediately upon such cessation with respect to all Restricted Stock Units.  Such Restricted Stock Units shall be settled as provided in Section 3.

(ii)  Any Other Reason.  If the Director ceases to serve on the Board of the Company (whether by the Director or the Company) for any reason other than death or Disability prior to the Vesting Date, all outstanding Restricted Stock Units shall immediately be forfeited and canceled effective as of the date of the Director’s cessation.

(c)  Change in Control.

(i)  In the event of a Change in Control, the Restriction Period applicable to all outstanding Restricted Stock Units shall lapse immediately prior to such

1

Change in Control and all such Restricted Stock Units shall be settled as set forth in Section 3.

(ii)  Notwithstanding Section 2(c)(i), no cancellation, termination, lapse of Restriction Period or settlement or other payment shall occur with respect to the Restricted Stock Units if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan.

(d)  Committee Discretion.  Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units under this Agreement, at such times and upon such terms and conditions as the Committee shall determine.

3.  Settlement of Restricted Stock Units.  Subject to other applicable provisions of this Agreement, not later than 30 days after the lapse of the Restriction Period with respect to any Restricted Stock Units, the Company shall issue to the Director one share of Common Stock underlying each Restricted Stock Unit as to which the Restriction Period has lapsed, or, if the Committee so determines in its sole discretion, an amount in cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such shares of Common Stock.  Upon issuance, such shares of Common Stock may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with applicable law, this Agreement and any other agreement to which such shares are subject.  The Director’s settlement rights pursuant to this Agreement shall be no greater than the right of any unsecured general creditor of the Company.

4.  Forfeiture.  Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Restriction Period, the Director engages in Wrongful Conduct (as defined herein), then any Restricted Stock Units for which the Restriction Period has not then lapsed shall automatically terminate and be canceled upon the date on which the Director first engaged in such Wrongful Conduct.  If the Director engages in Wrongful Conduct, the Company may require the Director to pay in cash any Restriction-Based Financial Gain the Director realized from the lapse of the Restriction Period applicable to all or a portion of the Restricted Stock Units with respect to which the Restriction Period lapsed within the Wrongful Conduct Period (as defined herein).  By entering into this Agreement, the Director hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Director any amounts the Director owes to the Company under this Section 4 to the extent permitted by law.  This right of set-off is in addition to any other remedies the Company may have against the Director for the Director’s Wrongful Conduct.  The Director’s obligations

2

under this Section 4 shall be cumulative (but not duplicative) of any similar obligations the Director has under the Plan, this Agreement, any Company policy, standard or code, or any other agreement with the Company or any Subsidiary.

For purposes of this Agreement, and notwithstanding anything in the Plan to the contrary, “Wrongful Conduct” means the breach or violation by the Director of the Company’s Standards of Business Conduct, Corporate Governance Guidelines or Directors’ Code of Business Conduct and Ethics (each as amended from time to time, and including any successor or replacement policy or standard).

For purposes of this Agreement, and notwithstanding anything in the Plan to the contrary, “Wrongful Conduct Period” means the twelve-month period ending on the date of the Participant’s Wrongful Conduct (or such other period as determined by the Committee).

5.  Issuance of Shares.

(a)  Notwithstanding any other provision of this Agreement, the Director may not sell the shares of Common Stock acquired upon vesting of the Restricted Stock Units unless such shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act.  The sale of such shares must also comply with other applicable laws and regulations governing the Common Stock and Director may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such laws and regulations.

(b)  The shares of Common Stock issued in settlement of the Restricted Stock Units shall be registered in the Director’s name, or, if applicable, in the names of the Director’s heirs or estate (or in the name of such other persons or entities provided by the Director and approved by the Committee or Board).  In the Company’s discretion, such shares may be issued either in certificated form or in uncertificated, book entry form.  The certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.  If delivered in certificated form, the Company may deliver a share certificate to the Director, or deliver shares electronically or in certificated form to the Director’s designated broker on the Director’s behalf.  If the Director is deceased (or if Disabled and if necessary) at the time that a delivery of share certificates is to be made, the certificates will be delivered to the Director’s estate, executor, administrator, legally authorized guardian or personal representative (as applicable).

(c)  The grant of the Restricted Stock Units and issuance of shares of Common Stock upon settlement of the Restricted Stock Units will be subject to and in compliance with all applicable requirements of federal, state or foreign law with respect to such

3

securities.  No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Restricted Stock Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Restricted Stock Units, the Company may require the Director to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

(d)  The Company will not be required to issue fractional shares of Common Stock upon settlement of the Restricted Stock Units.

(e)  The Company may postpone the issuance and delivery of any shares of Common Stock provided for under this Agreement for so long as the Company determines to be necessary or advisable to satisfy the following: (1) the completion or amendment of any registration of such shares or satisfaction of any exemption from registration under any securities law, rule, or regulation; (2) compliance with any requests for representations; and receipt of proof satisfactory to the Company that a person seeking such shares on the Director’s behalf upon the Director’s Disability (if necessary), or upon the Director’s estate’s behalf after the death of the Director, is appropriately authorized.

6.  Director’s Rights with Respect to the Restricted Stock Units.

(a)  Restrictions on Transferability.  The Restricted Stock Units granted hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than with the consent of the Company or by will or by the laws of descent and distribution to the estate of the Director upon the Director’s death (or to such other persons or entities as provided under Section 11.1 of the Plan and approved by the Committee or Board); provided that any such permitted transferee shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such permitted transferee were the Director.  Any attempt by the Director, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Restricted Stock Units or any interest therein or any rights relating thereto without complying with the provisions of the Plan and this Agreement, including this Section 6(a), shall be void and of no effect.  The Company will not be required to recognize on its books any action taken in contravention of these restrictions.

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(b)  No Rights as Stockholder.  The Director shall not have any rights as a stockholder of the Company with respect to any shares of Common Stock corresponding to the Restricted Stock Units granted hereby unless and until shares of Common Stock are issued to the Director in respect thereof.

7.  Adjustment in Capitalization.  In the event of any Adjustment Event affecting the Common Stock, the Committee shall make an equitable and proportionate anti-dilution adjustment to offset any resultant change in the pre-share price of the Common Stock and preserve the intrinsic value of any Awards granted under the Plan.  Such mandatory adjustment may include a change in any or all of the number and kind of shares of Common Stock or other equity interests underlying the Restricted Stock Units.  In addition, the Committee may make provisions for a cash payment to a Director or a person who has an outstanding Award in such event.  The number of shares of Common Stock or other equity interests underlying the Restricted Stock Units shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with section 162(m) of the Code to the extent the Restricted Stock Units are subject to such section of the Code and shall not result in adverse tax consequences to the Director under section 409A of the Code.

8.  Miscellaneous.

(a)  Binding Effect; Benefits.  This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(b)  Assignability.  Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Director without the prior written consent of the other party.

(c)  No Right to Continued Service on the Board.  Nothing in the Plan or this Agreement shall confer upon the Director any right to continue serving on the Board of the Company.  This Agreement is not to be construed as a contract of service relationship between the Company and Director.  Nothing in the Plan or this Agreement shall confer on the Director the right to receive any future Awards under the Plan.  For purposes of determining the status of Director’s position on the Board of the “Company” under this Agreement, such term shall include the Company and, to the extent applicable, its Subsidiaries.

(d)  Notices.  All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if

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delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Director, as the case may be, at the following addresses or to such other address as the Company or the Director, as the case may be, shall specify by notice to the other:

If to the Company, to it at:

Hertz Global Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey  07656

Attention: General Counsel

Fax: (201) 594-3122

If to the Director, to the Director at his or her most recent address as shown on the books and records of the Company.

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.

(e)  Amendment.  This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Restricted Stock Units as determined in the discretion of the Committee, except as provided in the Plan, or in any other written document signed by the Director and the Company.  This Agreement may not be amended, modified or supplemented orally.

(f)  Interpretation.  The Committee shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award.  Any determination or interpretation by the Committee under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.

(g)  Tax Withholding.  The Company or one of its Subsidiaries may require the Director to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting or settlement of the Restricted Stock Units.

(h)  Applicable Law.  This Agreement shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

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(i)  Limitation on Rights; No Right to Future Grants.  By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Director acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any contractual or other right to receive future grants of Awards; (c) that participation in the Plan is voluntary; and (d) that the future value of the Common Stock is unknown and cannot be predicted with certainty.

(j)  Data Privacy.  The Director authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Director to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with this Agreement or the administration of the Plan.

(k)  Consent to Electronic Delivery.  By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Director hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Director pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company web site or other electronic delivery.

(l)  Compensation Recovery Policy.  Without limiting any other provision of this Agreement, the Restricted Stock Units granted hereunder shall be subject to such compensation recovery policies of the Company as are in effect from time to time with the respect to the Director.

(m)  Company Rights.  The existence of the Restricted Stock Units does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(n)  Severability.  If a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement which do not violate any statute or public policy shall continue in full force and effect.  Further, it is the parties’ intent that any court order

7

striking any portion of this Agreement should modify the terms as narrowly as possible to give as much effect as possible to the intentions of the parties’ under this Agreement.

(o)  Further Assurances.  The Director agrees to use his or her reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for the Director’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.

(p)  Headings and Captions.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(q)  Counterparts.  This Agreement may be executed in any number of counterparts, including by facsimile, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[signature page follows]

8

IN WITNESS WHEREOF, the Company and the Director have executed this Agreement as of the          day of                     ,              (the “Grant Date”).

	HERTZ GLOBAL HOLDINGS, INC.
	By:
		Name:
		Title:
	DIRECTOR
	«Name»
	By:
	Address of Director:
	«Address»
Restricted Stock Units granted hereby:

9

EX-10.7.10

Exhibit 10.7.10

FORM OF RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set forth on the signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the entity whose name is set forth on the grantee section of the signature page hereof (the “Grantee”), as assignee of rights of the individual named on the signature page hereof (the “Director”) to receive compensation for his services as a director of the Company.

1.  Grant of Restricted Stock Units.  The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of the number of restricted stock units (the “Restricted Stock Units”) set forth on the signature page hereof.  This Agreement is subordinate to, and the terms and conditions of the Restricted Stock Units granted hereunder are subject to, the terms and conditions of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “Plan”), which are incorporated by reference herein.  If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern.  Any capitalized terms used herein without definition shall have the meanings set forth in the Plan.

2.  Vesting of Restricted Stock Units.

(a)  Vesting.  Except as otherwise provided in this Section 2, the Restriction Period applicable to the Restricted Stock Units shall lapse, if at all, on the first business day immediately preceding the date of the Company’s annual shareholder meeting in [        ] (the “Vesting Date”), subject to the Director’s continued services on the Board of the Company through such Vesting Date.

(b)  Termination of Services.

(i)  Death or Disability.  If the Director ceases to serve on the Board of the Company due to death or Disability prior to the Vesting Date, the Restriction Period shall lapse immediately upon such cessation with respect to all Restricted Stock Units.  Such Restricted Stock Units shall be settled as provided in Section 3.

(ii)  Any Other Reason.  If the Director ceases to serve on the Board of the Company (whether by the Director or the Company) for any reason other than death or Disability prior to the Vesting Date, all outstanding Restricted Stock Units shall immediately be forfeited and canceled effective as of the date of the Director’s cessation.

(c)  Change in Control.

(i)  In the event of a Change in Control, the Restriction Period applicable to all outstanding Restricted Stock Units shall lapse immediately prior to such Change in Control and all such Restricted Stock Units shall be settled as set forth in Section 3.

(ii)  Notwithstanding Section 2(c)(i), no cancellation, termination, lapse of Restriction Period or settlement or other payment shall occur with respect to the Restricted Stock Units if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan.

(d)  Committee Discretion.  Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units under this Agreement, at such times and upon such terms and conditions as the Committee shall determine.

3.  Settlement of Restricted Stock Units.  Subject to other applicable provisions of this Agreement, not later than 30 days after the lapse of the Restriction Period with respect to any Restricted Stock Units, the Company shall issue to the Grantee one share of Common Stock underlying each Restricted Stock Unit as to which the Restriction Period has lapsed, or, if the Committee so determines in its sole discretion, an amount in cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such shares of Common Stock.  Upon issuance, such shares of Common Stock may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with applicable law, this Agreement and any other agreement to which such shares are subject.  The Grantee’s settlement rights pursuant to this Agreement shall be no greater than the right of any unsecured general creditor of the Company.

4.  Forfeiture.  Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Restriction Period, the Director engages in Wrongful Conduct (as defined herein), then any Restricted Stock Units for which the Restriction Period has not then lapsed shall automatically terminate and be canceled upon the date on which the Director first engaged in such Wrongful Conduct.  If the Director engages in Wrongful Conduct, the Company may require the Grantee to pay in cash any Restriction-Based Financial Gain the Grantee realized from the lapse of the Restriction Period applicable to all or a portion of the Restricted Stock Units with respect to which the Restriction Period lapsed within the Wrongful Conduct Period (as defined herein).  By entering into this Agreement, the Grantee hereby consents to and authorizes the Company and the

2

Subsidiaries to deduct from any amounts payable by such entities to the Grantee any amounts the Grantee owes to the Company under this Section 4 to the extent permitted by law.  This right of set-off is in addition to any other remedies the Company may have against the Director for the Director’s Wrongful Conduct.  The Grantee’s obligations under this Section 4 shall be cumulative (but not duplicative) of any similar obligations the Director has under the Plan, this Agreement, any Company policy, standard or code, or any other agreement with the Company or any Subsidiary.

For purposes of this Agreement, and notwithstanding anything in the Plan to the contrary, “Wrongful Conduct” means the breach or violation by the Director of the Company’s Standards of Business Conduct, Corporate Governance Guidelines or Directors’ Code of Business Conduct and Ethics (each as amended from time to time, and including any successor or replacement policy or standard).

For purposes of this Agreement, and notwithstanding anything in the Plan to the contrary, “Wrongful Conduct Period” means the twelve-month period ending on the date of the Participant’s Wrongful Conduct (or such other period as determined by the Committee).

5.  Issuance of Shares.

(a)  Notwithstanding any other provision of this Agreement, the Grantee may not sell the shares of Common Stock acquired upon vesting of the Restricted Stock Units unless such shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act.  The sale of such shares must also comply with other applicable laws and regulations governing the Common Stock and Grantee may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such laws and regulations.

(b)  The shares of Common Stock issued in settlement of the Restricted Stock Units shall be registered in the Grantee’s name (or in the name of such other persons or entities provided by the Grantee and approved by the Committee or Board).  In the Company’s discretion, such shares may be issued either in certificated form or in uncertificated, book entry form.  The certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.  If delivered in certificated form, the Company may deliver a share certificate to the Grantee, or deliver shares electronically or in certificated form to the Grantee’s designated broker on the Grantee’s behalf.

(c)  The grant of the Restricted Stock Units and issuance of shares of Common Stock upon settlement of the Restricted Stock Units will be subject to and in compliance with all applicable requirements of federal, state or foreign law with respect to such

3

securities.  No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Restricted Stock Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Restricted Stock Units, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

(d)  The Company will not be required to issue fractional shares of Common Stock upon settlement of the Restricted Stock Units.

(e)  The Company may postpone the issuance and delivery of any shares of Common Stock provided for under this Agreement for so long as the Company determines to be necessary or advisable to satisfy the completion or amendment of any registration of such shares or satisfaction of any exemption from registration under any securities law, rule, or regulation.

6.  Grantee’s Rights with Respect to the Restricted Stock Units.

(a)  Restrictions on Transferability.  The Restricted Stock Units granted hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than with the consent of the Company (or to such other persons or entities as provided under Section 11.1 of the Plan and approved by the Committee or Board); provided that any such permitted transferee shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such permitted transferee were the Grantee.  Any attempt by the Grantee, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Restricted Stock Units or any interest therein or any rights relating thereto without complying with the provisions of the Plan and this Agreement, including this Section 6(a), shall be void and of no effect.  The Company will not be required to recognize on its books any action taken in contravention of these restrictions.

(b)  No Rights as Stockholder.  The Grantee shall not have any rights as a stockholder of the Company with respect to any shares of Common Stock corresponding to the Restricted Stock Units granted hereby unless and until shares of Common Stock are issued to the Grantee in respect thereof.

4

7.  Adjustment in Capitalization.  In the event of any Adjustment Event affecting the Common Stock, the Committee shall make an equitable and proportionate anti-dilution adjustment to offset any resultant change in the pre-share price of the Common Stock and preserve the intrinsic value of any Awards granted under the Plan.  Such mandatory adjustment may include a change in any or all of the number and kind of shares of Common Stock or other equity interests underlying the Restricted Stock Units.  In addition, the Committee may make provisions for a cash payment to the Grantee or a person who has an outstanding Award in such event.  The number of shares of Common Stock or other equity interests underlying the Restricted Stock Units shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with section 162(m) of the Code to the extent the Restricted Stock Units are subject to such section of the Code and shall not result in adverse tax consequences to the Director or Grantee under section 409A of the Code.

8.  Miscellaneous.

(a)  Binding Effect; Benefits.  This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(b)  Assignability.  Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Grantee without the prior written consent of the other party.

(c)  No Right to Continued Service on the Board.  Nothing in the Plan or this Agreement shall confer upon the Director any right to continue serving on the Board of the Company.  This Agreement is not to be construed as a contract of service relationship between the Company and Director.  Nothing in the Plan or this Agreement shall confer on the Director or Grantee the right to receive any future Awards under the Plan.  For purposes of determining the status of Director’s position on the Board of the “Company” under this Agreement, such term shall include the Company and, to the extent applicable, its Subsidiaries.

(d)  Notices.  All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, as the case may be, at the following addresses or to such other address as the Company or the Grantee, as the case may be, shall specify by notice to the other:

5

If to the Company, to it at:

Hertz Global Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey  07656

Attention: General Counsel

Fax: (201) 594-3122

If to the Grantee, to the Grantee at its most recent address as shown on the books and records of the Company.

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.

(e)  Amendment.  This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Restricted Stock Units as determined in the discretion of the Committee, except as provided in the Plan, or in any other written document signed by the Grantee and the Company.  This Agreement may not be amended, modified or supplemented orally.

(f)  Interpretation.  The Committee shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award.  Any determination or interpretation by the Committee under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.

(g)  Tax Withholding.  The Company or one of its Subsidiaries may require the Grantee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting or settlement of the Restricted Stock Units.

(h)  Applicable Law.  This Agreement shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

(i)  Limitation on Rights; No Right to Future Grants.  By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Grantee acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any

6

contractual or other right to receive future grants of Awards; (c) that participation in the Plan is voluntary; and (d) that the future value of the Common Stock is unknown and cannot be predicted with certainty.

(j)  Data Privacy.  The Grantee authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Grantee to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with this Agreement or the administration of the Plan.

(k)  Consent to Electronic Delivery.  By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Grantee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company web site or other electronic delivery.

(l)  Compensation Recovery Policy.  Without limiting any other provision of this Agreement, the Restricted Stock Units granted hereunder shall be subject to such compensation recovery policies of the Company as are in effect from time to time with the respect to the Director.

(m)  Company Rights.  The existence of the Restricted Stock Units does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(n)  Severability.  If a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement which do not violate any statute or public policy shall continue in full force and effect.   Further, it is the parties’ intent that any court order striking any portion of this Agreement should modify the terms as narrowly as possible to give as much effect as possible to the intentions of the parties’ under this Agreement.

(o)  Further Assurances.  The Grantee agrees to use its reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the

7

conditions precedent for the Grantee’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.

(p)  Headings and Captions.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(q)  Counterparts.  This Agreement may be executed in any number of counterparts, including by facsimile, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[signature page follows]

8

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the        day of                (the “Grant Date”).

	HERTZ GLOBAL HOLDINGS, INC.
	By:
		Name:
		Title:
	GRANTEE
	«Name»
	By:
	Address of Grantee:
	«Address»
Restricted Stock Units granted hereby:

EX-15

EXHIBIT 15

August 2, 2012

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We are aware that our report dated August 2, 2012 on our review of interim financial information of Hertz Global Holdings, Inc. and its subsidiaries (the "Company") for the three-month and six-month periods ended June 30, 2012 and June 30, 2011 and included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2012 is incorporated by reference in the Registration Statements on Form S-8 (File Nos. 333-168808, 333-138812 and 333-151103) and on Form S-3 (File Nos. 333-159348 and 333-173125).

Very truly yours,

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Mark P. Frissora, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Hertz Global Holdings, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2012

By:	/s/ MARK P. FRISSORA
	Mark P. Frissora Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Elyse Douglas, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Hertz Global Holdings, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 2, 2012

By:	/s/ ELYSE DOUGLAS
	Elyse Douglas Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of Hertz Global Holdings, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark P. Frissora, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 2, 2012
	By:	/s/ MARK P. FRISSORA
		Mark P. Frissora Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of Hertz Global Holdings, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Elyse Douglas, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 2, 2012
	By:	/s/ ELYSE DOUGLAS
		Elyse Douglas Chief Financial Officer

XML

Goodwill and Other Intangible Assets (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Jun. 30, 2012 Other Acquisitions Equipment Rental location	Jun. 30, 2011 Donlen Corporation	Jun. 30, 2011 Donlen Corporation	Sep. 01, 2011 Donlen Corporation
Revenue and earnings of the combined entity
Percentage of equity interest acquired						100.00%
Revenue				$ 2,171.0	$ 4,045.0
Earnings (Loss)				58.2	(72.1)
Deferred revenue excluded from supplemental pro forma revenue	1.2	2.6
Deferred income excluded from supplemental pro forma earnings	$ 0.7	$ 1.6
Number of locations acquired			9

XML

Restructuring (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended			6 Months Ended		60 Months Ended	66 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended	66 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended	66 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended			3 Months Ended	6 Months Ended
	Jun. 30, 2012 employee	Mar. 31, 2012 employee	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011 employee	Jun. 30, 2012	Jun. 30, 2012 Car Rental	Jun. 30, 2011 Car Rental	Jun. 30, 2012 Car Rental	Jun. 30, 2011 Car Rental	Dec. 31, 2008 Car Rental location	Jun. 30, 2012 Car Rental	Jun. 30, 2012 Equipment Rental	Jun. 30, 2011 Equipment Rental	Jun. 30, 2012 Equipment Rental	Jun. 30, 2011 Equipment Rental	Dec. 31, 2008 Equipment Rental branch	Jun. 30, 2012 Equipment Rental	Jun. 30, 2012 Other	Jun. 30, 2012 Other reconciling items	Jun. 30, 2011 Other reconciling items	Jun. 30, 2012 Other reconciling items	Jun. 30, 2011 Other reconciling items	Jun. 30, 2012 Direct operating	Jun. 30, 2011 Direct operating	Jun. 30, 2012 Direct operating	Jun. 30, 2011 Direct operating	Jun. 30, 2012 Selling, general and administrative	Jun. 30, 2011 Selling, general and administrative	Jun. 30, 2012 Selling, general and administrative	Jun. 30, 2011 Selling, general and administrative	Jun. 30, 2011 Asset writedowns	Jun. 30, 2012 Asset writedowns	Jun. 30, 2011 Asset writedowns	Jun. 30, 2012 Termination benefits	Jun. 30, 2011 Termination benefits	Jun. 30, 2012 Termination benefits	Jun. 30, 2011 Termination benefits	Jun. 30, 2011 Pension and post retirement expense	Jun. 30, 2011 Pension and post retirement expense	Jun. 30, 2012 Pension and post retirement expense	Dec. 31, 2011 Pension and post retirement expense	Jun. 30, 2012 Consultant costs	Jun. 30, 2011 Consultant costs	Jun. 30, 2012 Consultant costs	Jun. 30, 2011 Consultant costs	Jun. 30, 2012 Facility closure and lease obligation costs	Jun. 30, 2011 Facility closure and lease obligation costs	Jun. 30, 2012 Facility closure and lease obligation costs	Jun. 30, 2011 Facility closure and lease obligation costs	Jun. 30, 2012 Facility closures	Jun. 30, 2011 Other	Jun. 30, 2012 Other	Jun. 30, 2011 Other	Jun. 30, 2012 Foreign currency translation
Restructuring details
Number of off-airport locations closed												250
Number of branches in U.S. equipment rental segment closed																		22
Number of employees impacted	280	65				8,960
Restructuring charges incurred to date							$ 556.0						$ 273.3						$ 228.2	$ 54.5
Restructuring charges	16.1		33.7	25.5	38.4			11.8	3.5	17.0	4.5			2.5	29.8	6.7	33.6				1.8	0.4	1.8	0.3	7.0	30.4	14.6	34.5	9.1	3.3	10.9	3.9	22.6	2.7	23.3	13.5	3.4	16.2	4.4	0.3	0.3			0.4	0.2	0.6	0.3	2.2	6.9	6.0	10.0		0.3	8.7	0.1
Increase (decrease) in loss per share (in dollars per share)					$ 0.06
Increase (decrease) in income per share (in dollars per share)	$ (0.02)		$ (0.05)	$ (0.04)
Expected duration for payment of restructuring obligations																																						12 months
Restructuring reserve
Restructuring reserve, Balance at beginning of period		21.6		21.6																																		9.1				0.2	0.2			0.6								11.7
Charges incurred	16.1		33.7	25.5	38.4			11.8	3.5	17.0	4.5			2.5	29.8	6.7	33.6				1.8	0.4	1.8	0.3	7.0	30.4	14.6	34.5	9.1	3.3	10.9	3.9	22.6	2.7	23.3	13.5	3.4	16.2	4.4	0.3	0.3			0.4	0.2	0.6	0.3	2.2	6.9	6.0	10.0		0.3	8.7	0.1
Cash payments				(10.9)																																		(8.4)								(0.7)								(1.8)
Other				(8.7)																														2.7				0.2								(0.1)						6.2		(8.8)		0.2
Restructuring reserve, Balance at end of period	$ 27.5			$ 27.5		$ 21.6	$ 27.5																													$ 17.1		$ 17.1				$ 0.2	$ 0.2	$ 0.4		$ 0.4								$ 9.8

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Segment Information (Details) (USD $)	3 Months Ended		6 Months Ended							3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 segment	Jun. 30, 2011	Jun. 30, 2012 Senior Subordinated Notes	Jun. 30, 2012 8.875% Senior Notes due January 2014	Feb. 29, 2012 8.875% Senior Notes due January 2014	Jun. 30, 2012 7.875% Senior Notes due January 2014	Feb. 29, 2012 7.875% Senior Notes due January 2014	Jun. 30, 2012 Total reportable segments	Jun. 30, 2011 Total reportable segments	Jun. 30, 2012 Total reportable segments	Jun. 30, 2011 Total reportable segments	Jun. 30, 2012 Car Rental	Jun. 30, 2011 Car Rental	Jun. 30, 2012 Car Rental	Jun. 30, 2011 Car Rental	Jun. 30, 2012 Equipment Rental	Jun. 30, 2011 Equipment Rental	Jun. 30, 2012 Equipment Rental	Jun. 30, 2011 Equipment Rental	Jun. 30, 2012 Other reconciling items	Jun. 30, 2011 Other reconciling items	Jun. 30, 2012 Other reconciling items	Jun. 30, 2011 Other reconciling items	Jun. 30, 2012 Purchase accounting	Jun. 30, 2011 Purchase accounting	Jun. 30, 2012 Purchase accounting	Jun. 30, 2011 Purchase accounting	Jun. 30, 2012 Non Cash debt charges	Jun. 30, 2011 Non Cash debt charges	Jun. 30, 2012 Non Cash debt charges	Jun. 30, 2011 Non Cash debt charges	Jun. 30, 2012 Restructuring charges	Jun. 30, 2011 Restructuring charges	Jun. 30, 2012 Restructuring charges	Jun. 30, 2011 Restructuring charges	Jun. 30, 2012 Restructuring related charges	Jun. 30, 2011 Restructuring related charges	Jun. 30, 2012 Restructuring related charges	Jun. 30, 2011 Restructuring related charges	Jun. 30, 2011 Management transition costs	Jun. 30, 2012 Acquisition related costs	Jun. 30, 2011 Acquisition related costs	Jun. 30, 2012 Acquisition related costs	Jun. 30, 2011 Acquisition related costs	Jun. 30, 2011 Pension adjustment	Jun. 30, 2011 Pension adjustment	Jun. 30, 2011 Premiums paid on debt	Jun. 30, 2011 Premiums paid on debt	Jun. 30, 2012 Other	Jun. 30, 2011 Other	Jun. 30, 2012 Other	Jun. 30, 2011 Other
Segment Information
Number of reportable segments			2
Reconciliation of adjusted pre-tax income to income (loss) before income taxes
Revenues	$ 2,225,148,000	$ 2,072,293,000	$ 4,186,073,000	$ 3,852,296,000						$ 2,224,600,000	$ 2,070,500,000	$ 4,185,000,000	$ 3,849,000,000	$ 1,889,600,000	$ 1,768,800,000	$ 3,547,900,000	$ 3,279,100,000	$ 335,000,000	$ 301,700,000	$ 637,100,000	$ 569,900,000																														$ 500,000	$ 1,800,000	$ 1,100,000	$ 3,300,000
Adjustments:
Adjusted pre-tax income (loss)	158,734,000	94,646,000	121,925,000	(64,236,000)						319,900,000	275,600,000	437,400,000	347,100,000	277,400,000	242,200,000	369,000,000	303,500,000	42,500,000	33,400,000	68,400,000	43,600,000	(86,000,000)	(91,200,000)	(174,200,000)	(178,700,000)	(29,000,000)	(22,500,000)	(53,000,000)	(43,100,000)	(20,600,000)	(27,100,000)	(45,800,000)	(87,000,000)	(16,100,000)	(33,700,000)	(25,500,000)	(38,400,000)	(5,000,000)	(2,800,000)	(5,600,000)	(3,300,000)	(2,500,000)	(4,500,000)	(6,100,000)	(11,400,000)	(9,000,000)	13,100,000	13,100,000	(10,700,000)	(62,400,000)
Interest rate (as a percent)					10.50%	8.875%	8.875%	7.875%	7.875%
Increase (decrease) in assets			$ 1,756,000,000

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2012

Financial Instruments

Summary of financial assets and liabilities measured at fair value on a recurring basis

	Fair Value of Derivative Instruments(1)
	Asset Derivatives(2)				Liability Derivatives(2)
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
Derivatives not designated as hedging instruments under ASC 815:
Gasoline swaps	$	—	$	—	$	2.7	$	0.4
Interest rate caps		—		0.5		—		0.4
Foreign exchange forward contracts		6.4		4.4		1.0		1.9
Interest rate swaps		—		—		0.1		0.2
Foreign exchange options		0.1		0.1		—		—
Total derivatives not designated as hedging instruments under ASC 815	$	6.5	$	5.0	$	3.8	$	2.9

(1)

All fair value measurements were primarily based upon significant observable (Level 2) inputs.

(2)

All asset derivatives are recorded in "Prepaid expenses and other assets" and all liability derivatives are recorded in "Accrued liabilities" on our condensed consolidated balance sheets.

Schedule of gain (loss) on derivative instruments not designated as hedges recognized in income

	Location of Gain or (Loss) Recognized on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		Three Months Ended June 30,
		2012			2011
Derivatives Not Designated as Hedging Instruments under ASC 815:
Gasoline swaps	Direct operating	$	(3.3	)	$	(0.2	)
Interest rate caps	Selling, general and administrative		(0.1	)		—
Foreign exchange forward contracts	Selling, general and administrative		(7.7	)		(7.3	)
Foreign exchange options	Selling, general and administrative		0.1			—
Total		$	(11.0	)	$	(7.5	)

	Location of Gain or (Loss) Recognized on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		Six Months Ended June 30,
		2012			2011
Derivatives Not Designated as Hedging Instruments under ASC 815:
Gasoline swaps	Direct operating	$	(1.5	)	$	2.9
Interest rate caps	Selling, general and administrative		(0.1	)		—
Foreign exchange forward contracts	Selling, general and administrative		(5.6	)		(7.9	)
Foreign exchange options	Selling, general and administrative		0.1			—
Total		$	(7.1	)	$	(5.0	)

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2012

Goodwill and Other Intangible Assets

Summary of changes in goodwill, by segment

	Car Rental			Equipment Rental			Total
Balance as of January 1, 2012
Goodwill	$	419.3		$	693.8		$	1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
		373.2			18.9			392.1
Goodwill acquired during the period		—			76.8			76.8
Adjustments to previously recorded purchase price allocation		(15.1	)		—			(15.1	)
Other changes during the period(1)		(0.9	)		(0.5	)		(1.4	)
		(16.0	)		76.3			60.3
Balance as of June 30, 2012
Goodwill		403.3			770.1			1,173.4
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
	$	357.2		$	95.2		$	452.4

	Car Rental			Equipment Rental			Total
Balance as of January 1, 2011
Goodwill	$	367.9		$	681.7		$	1,049.6
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
		321.8			6.8			328.6
Goodwill acquired during the year		53.1			12.3			65.4
Adjustments to previously recorded purchase price allocation		(0.9	)		(0.1	)		(1.0	)
Other changes during the year(1)		(0.8	)		(0.1	)		(0.9	)
		51.4			12.1			63.5
Balance as of December 31, 2011
Goodwill		419.3			693.8			1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
	$	373.2		$	18.9		$	392.1

(1)

Primarily consists of changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.

Components of other intangible assets by major classes

	June 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer-related	$	689.7	$	(399.4	)	$	290.3
Other(1)		78.4		(32.9	)		45.5
Total		768.1		(432.3	)		335.8
Indefinite-lived intangible assets:
Trade name		2,190.0		—			2,190.0
Other(2)		18.2		—			18.2
Total		2,208.2		—			2,208.2
Total other intangible assets, net	$	2,976.3	$	(432.3	)	$	2,544.0

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer-related	$	672.6	$	(365.5	)	$	307.1
Other(1)		74.7		(27.8	)		46.9
Total		747.3		(393.3	)		354.0
Indefinite-lived intangible assets:
Trade name		2,190.0		—			2,190.0
Other(2)		18.2		—			18.2
Total		2,208.2		—			2,208.2
Total other intangible assets, net	$	2,955.5	$	(393.3	)	$	2,562.2

(1)

Other amortizable intangible assets primarily consist of our Advantage trade name and concession rights, Donlen trade name, reacquired franchise rights, non-compete agreements and technology-related intangibles.

(2)

Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.

Schedule of revenue and earnings of the combined entity

	Revenue		Earnings (Loss)
2011 supplemental pro forma for the second quarter of 2011 (combined entity)	$	2,171.0	$	58.2
2011 supplemental pro forma for the first half of 2011 (combined entity)		4,045.0		(72.1	)

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Financing Arrangements with Related Parties
Outstanding debt with related parties	$ 174	$ 174

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Depreciation of Revenue Earning Equipment and Lease Charges (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenue earning equipment
Net gains included in adjustment of depreciation upon disposal of revenue earning equipment	$ 41.2	$ 56.3	$ 80.6	$ 62.4
Net increase (decrease) in depreciation expenses	37.1		37.3
Equipment Rental
Revenue earning equipment
Net gains included in adjustment of depreciation upon disposal of revenue earning equipment	2.9	2.7	7.4	2.7
Car Rental
Revenue earning equipment
Net gains included in adjustment of depreciation upon disposal of revenue earning equipment	$ 38.3	$ 53.6	$ 73.2	$ 59.7

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Goodwill and Other Intangible Assets (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Goodwill
Balance at the beginning of the period	$ 1,113,100,000	$ 1,049,600,000
Accumulated impairment losses at the beginning of the period	(721,000,000)	(721,000,000)
Net goodwill, balance at the beginning of the period	392,094,000	328,600,000
Goodwill acquired during the period	76,800,000	65,400,000
Adjustments to previously recorded purchase price allocation	(15,100,000)	(1,000,000)
Other changes during the period	(1,400,000)	(900,000)
Total changes in goodwill	60,300,000	63,500,000
Balance at the end of the period	1,173,400,000	1,113,100,000
Accumulated impairment losses at the end of the period	(721,000,000)	(721,000,000)
Net goodwill, balance at the end of the period	452,408,000	392,094,000
Car Rental
Goodwill
Balance at the beginning of the period	419,300,000	367,900,000
Accumulated impairment losses at the beginning of the period	(46,100,000)	(46,100,000)
Net goodwill, balance at the beginning of the period	373,200,000	321,800,000
Goodwill acquired during the period		53,100,000
Adjustments to previously recorded purchase price allocation	(15,100,000)	(900,000)
Other changes during the period	(900,000)	(800,000)
Total changes in goodwill	(16,000,000)	51,400,000
Balance at the end of the period	403,300,000	419,300,000
Accumulated impairment losses at the end of the period	(46,100,000)	(46,100,000)
Net goodwill, balance at the end of the period	357,200,000	373,200,000
Equipment Rental
Goodwill
Balance at the beginning of the period	693,800,000	681,700,000
Accumulated impairment losses at the beginning of the period	(674,900,000)	(674,900,000)
Net goodwill, balance at the beginning of the period	18,900,000	6,800,000
Goodwill acquired during the period	76,800,000	12,300,000
Adjustments to previously recorded purchase price allocation		(100,000)
Other changes during the period	(500,000)	(100,000)
Total changes in goodwill	76,300,000	12,100,000
Balance at the end of the period	770,100,000	693,800,000
Accumulated impairment losses at the end of the period	(674,900,000)	(674,900,000)
Net goodwill, balance at the end of the period	$ 95,200,000	$ 18,900,000

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Earnings (Loss) Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Numerator:
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$ 92,887	$ 54,998	$ 36,555	$ (77,617)
Denominator:
Weighted average shares used in basic computation	420,036,000	415,947,000	419,056,000	415,011,000
Add: Stock options, RSUs and PSUs (in shares)	4,400,000	8,300,000	5,500,000
Add: Potential issuance of common stock upon conversion of Convertible Senior Notes (in shares)	23,000,000	27,600,000	23,300,000
Weighted average shares used in diluted computation	447,448,000	451,818,000	447,881,000	415,011,000
Earnings Per Share:
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic (in dollars per share)	$ 0.22	$ 0.13	$ 0.09	$ (0.19)
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted (in dollars per share)	$ 0.21	$ 0.12	$ 0.08	$ (0.19)
Anti-dilutive securities (in shares)	4,600,000	5,000,000	4,600,000	21,200,000

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Total Equity (Details) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Balance			$ 2,234,675,000	$ 2,118,400,000
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	92,887,000	54,998,000	36,555,000	(77,617,000)
Other comprehensive income (Loss)	(43,687,000)	29,785,000	(9,643,000)	62,072,000
Net income relating to noncontrolling interest				8,700,000
Dividend payment to noncontrolling interest				(10,500,000)
Employee stock purchase plan			2,300,000	2,000,000
Net settlement on vesting of restricted stock			(20,000,000)	(11,400,000)
Stock-based employee compensation charges, net of tax			15,000,000	16,600,000
Exercise of stock options, net of tax			5,700,000	11,700,000
Common shares issued to Directors			1,300,000	1,400,000
Balance	2,265,938,000	2,121,400,000	2,265,938,000	2,121,400,000
Accumulated translation gains included in accumulated other comprehensive income (loss)	74,800,000		74,800,000		91,300,000
Pension benefits included in accumulated other comprehensive income (loss)	(96,000,000)		(96,000,000)		(99,600,000)
Unrealized losses on our Euro-denominated debt included in accumulated other comprehensive income (loss)	(19,400,000)		(19,400,000)		(19,400,000)
Unrealized holding gains (losses) on securities	3,400,000		3,400,000		300,000
Unrealized holding gains (losses) on others	(900,000)		(900,000)		(1,000,000)
Common Stock
Balance			4,200,000	4,100,000
Balance at beginning of period (in shares)			417.0	413.5
Employee stock purchase plan (in shares)			0.2	0.1
Net settlement on vesting of restricted stock (in shares)			2.1	1.2
Exercise of stock options, net of tax				100,000
Exercise of stock options (in shares)			1.0	1.6
Balance	4,200,000	4,200,000	4,200,000	4,200,000
Balance at end of period (in shares)	420.3	416.4	420.3	416.4
Additional Paid-In Capital
Balance			3,206,000,000	3,183,200,000
Employee stock purchase plan			2,300,000	2,000,000
Net settlement on vesting of restricted stock			(20,000,000)	(11,400,000)
Stock-based employee compensation charges, net of tax			15,000,000	16,600,000
Exercise of stock options, net of tax			5,700,000	11,600,000
Common shares issued to Directors			1,300,000	1,400,000
Balance	3,210,300,000	3,203,400,000	3,210,300,000	3,203,400,000
Accumulated Deficit
Balance			(947,100,000)	(1,123,200,000)
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders			36,600,000	(77,600,000)
Balance	(910,500,000)	(1,200,800,000)	(910,500,000)	(1,200,800,000)
Accumulated Other Comprehensive Income (Loss)
Balance			(28,400,000)	37,800,000
Other comprehensive income (Loss)			(9,700,000)	62,100,000
Balance	(38,100,000)	99,900,000	(38,100,000)	99,900,000
Non-controlling Interest
Balance				16,500,000
Net income relating to noncontrolling interest				8,700,000
Dividend payment to noncontrolling interest				(10,500,000)
Balance		$ 14,700,000		$ 14,700,000

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Basis of Presentation and Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2012

Basis of Presentation and Recently Issued Accounting Pronouncements

Basis of Presentation and Recently Issued Accounting Pronouncements

Note 2—Basis of Presentation and Recently Issued Accounting Pronouncements

Basis of Presentation

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

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

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

In our opinion, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been made. Results for interim periods are not necessarily indicative of results for a full year.

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

Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board, or "FASB," issued Accounting Standards Update No. 2011-05, "Presentation of Comprehensive Income," requiring companies to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements of net income and other comprehensive income. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. These provisions became effective for us beginning with the quarterly report for the period ended March 31, 2012. In December 2011, the FASB issued Accounting Standards Update No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05," which defers the timing of implementing only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments.

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Debt (Details)	6 Months Ended									6 Months Ended			1 Months Ended														1 Months Ended	6 Months Ended		6 Months Ended				1 Months Ended	6 Months Ended
	Jun. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Jun. 30, 2012 Letters of credit USD ($)	Jun. 30, 2012 Corporate Debt USD ($)	Dec. 31, 2011 Corporate Debt USD ($)	Jun. 30, 2012 Senior credit facility USD ($)	Jun. 30, 2012 Senior Term Facility USD ($)	Dec. 31, 2011 Senior Term Facility USD ($)	Jun. 30, 2012 Senior Term Facility Letters of credit USD ($)	Jun. 30, 2012 Senior ABL Facility USD ($)	Jun. 30, 2012 Senior ABL Facility Minimum	Jun. 30, 2012 Senior ABL Facility Letters of credit USD ($)	Mar. 31, 2012 Senior Notes USD ($)	Jun. 30, 2012 Senior Notes USD ($)	Dec. 31, 2011 Senior Notes USD ($)	Jun. 30, 2012 8.875% Senior Notes due January 2014	Feb. 29, 2012 8.875% Senior Notes due January 2014	Dec. 31, 2011 8.875% Senior Notes due January 2014 USD ($)	Jun. 30, 2012 7.875% Senior Notes due January 2014	Feb. 29, 2012 7.875% Senior Notes due January 2014	Dec. 31, 2011 7.875% Senior Notes due January 2014 USD ($)	Dec. 31, 2011 7.875% Senior Notes due January 2014 EUR (€)	Jun. 30, 2012 7.50% Senior Notes due October 2018 USD ($)	Dec. 31, 2011 7.50% Senior Notes due October 2018 USD ($)	Jun. 30, 2012 7.375% Senior Notes due January 2021 USD ($)	Dec. 31, 2011 7.375% Senior Notes due January 2021 USD ($)	Mar. 31, 2012 6.75% Senior Notes due April 2019 USD ($)	Jun. 30, 2012 6.75% Senior Notes due April 2019 USD ($)	Dec. 31, 2011 6.75% Senior Notes due April 2019 USD ($)	Jun. 30, 2012 6.75% Senior Notes due April 2019 Maximum	Jun. 30, 2012 Senior Subordinated Notes	Jun. 30, 2012 Promissory Notes USD ($)	Dec. 31, 2011 Promissory Notes USD ($)	Dec. 31, 2011 Convertible Senior Notes USD ($)	Jun. 30, 2012 Convertible Senior Notes USD ($) feature	Jun. 30, 2012 Other Corporate Debt USD ($)	Dec. 31, 2011 Other Corporate Debt USD ($)	Jun. 30, 2012 Fleet Debt USD ($)	Dec. 31, 2011 Fleet Debt USD ($)	Jun. 30, 2012 U.S. ABS Program Letters of credit USD ($)	Jun. 30, 2012 U.S. Fleet Variable Funding Notes USD ($)	Dec. 31, 2011 U.S. Fleet Variable Funding Notes USD ($)	Jun. 30, 2012 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	May 31, 2012 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	Mar. 31, 2012 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	Dec. 31, 2011 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	Jun. 30, 2012 U.S. Fleet Variable Funding Notes Series 2010-2 USD ($)	Dec. 31, 2011 U.S. Fleet Variable Funding Notes Series 2010-2 USD ($)	Dec. 31, 2011 U.S. Fleet Variable Funding Notes Series 2011-2 USD ($)	Jun. 30, 2012 U.S. Fleet Medium Term Notes USD ($)	Dec. 31, 2011 U.S. Fleet Medium Term Notes USD ($)	Jun. 30, 2012 U.S. Fleet Medium Term Notes Series 2009-2 Notes USD ($)	Dec. 31, 2011 U.S. Fleet Medium Term Notes Series 2009-2 Notes USD ($)	Jun. 30, 2012 U.S. Fleet Medium Term Notes Series 2010-1 Notes USD ($)	Dec. 31, 2011 U.S. Fleet Medium Term Notes Series 2010-1 Notes USD ($)	Jun. 30, 2012 U.S. Fleet Medium Term Notes Series 2011-1 Notes USD ($)	Dec. 31, 2011 U.S. Fleet Medium Term Notes Series 2011-1 Notes USD ($)	Jun. 30, 2012 Donlen GN II Variable Funding Note USD ($)	Dec. 31, 2011 Donlen GN II Variable Funding Note USD ($)	Jun. 30, 2012 Other Fleet Debt USD ($)	Dec. 31, 2011 Other Fleet Debt USD ($)	Jun. 30, 2012 U.S. Fleet Financing Facility USD ($)	Dec. 31, 2011 U.S. Fleet Financing Facility USD ($)	Jun. 30, 2012 European Revolving Credit Facility USD ($)	Jun. 30, 2012 European Revolving Credit Facility EUR (€)	Dec. 31, 2011 European Revolving Credit Facility USD ($)	Jun. 30, 2012 European Fleet Notes USD ($)	Dec. 31, 2011 European Fleet Notes USD ($)	Jun. 30, 2012 European Securitization USD ($)	Dec. 31, 2011 European Securitization USD ($)	Jun. 30, 2012 Canadian Securitization USD ($)	Dec. 31, 2011 Canadian Securitization USD ($)	Jun. 30, 2012 Australian Securitization USD ($)	Dec. 31, 2011 Australian Securitization USD ($)	Jun. 30, 2012 Brazilian Fleet Financing USD ($)	Dec. 31, 2011 Brazilian Fleet Financing USD ($)	Jun. 30, 2012 Capitalized Leases USD ($)	Dec. 31, 2011 Capitalized Leases USD ($)
Debt
Average Interest Rate (as a percent)							3.75%			2.50%				7.09%																		6.96%			5.25%	5.39%							1.24%				1.38%					4.95%		3.77%		2.86%		1.17%				3.00%		3.13%	3.13%		8.50%		2.78%		2.13%		5.31%		14.22%		4.40%
Outstanding principal							$ 1,382,500,000	$ 1,389,500,000		$ 410,000,000				$ 2,450,000,000	$ 2,638,600,000			$ 162,300,000			$ 276,300,000	€ 213,500,000	$ 700,000,000	$ 700,000,000	$ 500,000,000	$ 500,000,000		$ 1,250,000,000	$ 1,000,000,000			$ 48,700,000	$ 224,700,000	$ 474,700,000	$ 474,700,000	$ 52,000,000	$ 49,600,000				$ 2,225,000,000	$ 1,345,000,000	$ 2,025,000,000			$ 1,000,000,000	$ 200,000,000	$ 170,000,000	$ 175,000,000	$ 2,732,100,000	$ 2,732,100,000	$ 1,384,300,000	$ 1,384,300,000	$ 749,800,000	$ 749,800,000	$ 598,000,000	$ 598,000,000	$ 879,100,000	$ 811,200,000	$ 1,863,800,000	$ 1,724,000,000	$ 136,000,000	$ 136,000,000	$ 261,800,000		$ 200,600,000	$ 498,700,000	$ 517,700,000	$ 316,500,000	$ 256,200,000	$ 131,700,000	$ 68,300,000	$ 154,200,000	$ 169,300,000	$ 14,800,000	$ 23,100,000	$ 358,400,000	$ 363,700,000
Unamortized Net Discount				(50,000,000)	(72,300,000)																													65,500,000	53,400,000			(8,300,000)	(10,900,000)
Total Debt	12,467,873,000	11,317,090,000		4,767,900,000	4,704,800,000																																	7,700,000,000	6,612,300,000
Interest rate (as a percent)																8.875%	8.875%		7.875%	7.875%			7.50%		7.375%			6.75%			10.50%
Aggregate amounts of maturities of debt for each of the twelve month periods
2013	5,993,700,000
Other short-term borrowings	5,390,000,000
2014	280,000,000
2015	1,211,300,000
2016	888,400,000
2017	244,700,000
After 2017	3,908,100,000
Maximum maturity period of outstanding borrowings to be reflected as short-term borrowings	3 months
Weighted average interest rate of short term borrowings (as percent)	2.30%
Period over which cash generated from operations, together with amounts available under various liquidity facilities will be adequate to permit entity to meet debt maturities	12 months
Denomination of the principal amount of notes used to determine shares to be issued on conversion of convertible senior notes																																			1,000
Minimum closing common stock price per share (in dollars per share)																																		$ 10.77
Minimum number of trading days within 30 consecutive trading days during which the closing common stock price per share exceeded the conversion price for the notes to be redeemable																																		20 days
Number of consecutive trading day periods within which the closing common stock price per share exceeded the conversion price for at least 20 trading days for the notes to be redeemable																																		30 days
Minimum number of conversion features that are required to be satisfied during future measurement period for notes to remain convertible																																			1
Letters of Credit
Outstanding standby letters of credit			608,800,000			563,100,000																																		291,000,000
Outstanding amount related to other debt obligations			64,600,000
2012 Events
Write-off of unamortized debt costs													3,200,000
Increase in the credit agreement's borrowing capacity																																												250,000,000	250,000,000
Aggregate maximum borrowings																																																										900,000,000						106,900,000	85,700,000
Additional aggregate principal issued																											250,000,000
Registration Rights
Special interest (as a percent)																												0.25%
Period of initial default per registration payment arrangement																												90 days
Increase in special interest (as a percent)																												0.25%
Period of subsequent default per registration payment arrangement																												90 days
Maximum increase in special interest (as a percent)																														0.50%
Financial Covenant Compliance
Fixed charge coverage ratio											1
Number of quarters most recently ended for which the Hertz credit group would be subject to a specified fixed charge coverage ratio										1 year
Borrowing Capacity and Availability
Remaining Capacity	1,840,800,000			1,027,600,000						1,027,600,000																												813,200,000			163,100,000																	26,100,000				54,000,000		119,300,000					157,300,000		63,400,000		97,800,000				132,200,000
Availability Under Borrowing Base Limitation	967,200,000			782,400,000					300,000	782,400,000		1,081,600,000																										184,800,000			36,800,000																	2,100,000				16,200,000		66,700,000					16,800,000		20,600,000						25,600,000
Total assets of variable interest entities	528,100,000	456,300,000
Total liabilities of variable interest entities	$ 527,600,000	$ 455,800,000

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation

Summary of the total compensation expense and associated recognized income tax benefits

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Compensation expense	$	7.5		$	7.6		$	15.0		$	16.6
Income tax benefit		(2.9	)		(3.0	)		(5.8	)		(6.4	)
Total	$	4.6		$	4.6		$	9.2		$	10.2

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Employee Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2012

Employee Retirement Benefits

Components of net periodic pension and postretirement expense

	Pension Benefits
													Postretirement Benefits (U.S.)
	U.S.						Non-U.S.
	Three Months Ended June 30,
	2012			2011			2012			2011			2012		2011
Components of Net Periodic Benefit Cost:
Service cost	$	7.0		$	6.9		$	0.3		$	1.8		$	0.1	$	—
Interest cost		7.4			7.5			2.3			2.8			0.2		0.3
Expected return on plan assets		(8.0	)		(8.1	)		(3.0	)		(3.1	)		—		—
Net amortizations		3.2			2.3			(0.1	)		(0.3	)		—		0.1
Settlement loss		—			0.4			—			—			—		—
Curtailment gain		—			—			—			(13.1	)		—		—
Net pension/postretirement expense	$	9.6		$	9.0		$	(0.5	)	$	(11.9	)	$	0.3	$	0.4

	Pension Benefits
													Postretirement Benefits (U.S.)
	U.S.						Non-U.S.
	Six Months Ended June 30,
	2012			2011			2012			2011			2012		2011
Components of Net Periodic Benefit Cost:
Service cost	$	13.3		$	13.1		$	0.6		$	3.5		$	0.2	$	0.1
Interest cost		13.9			14.0			4.6			5.6			0.4		0.5
Expected return on plan assets		(15.3	)		(15.2	)		(6.0	)		(6.2	)		—		—
Net amortizations		6.0			4.3			(0.1	)		(0.6	)		—		0.1
Settlement loss		—			0.7			—			—			—		—
Curtailment gain		—			—			—			(13.1	)		—		—
Net pension/postretirement expense	$	17.9		$	16.9		$	(0.9	)	$	(10.8	)	$	0.6	$	0.7

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Employee Retirement Benefits (Details) (USD $) In Millions, unless otherwise specified		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended			12 Months Ended
	Jun. 30, 2012 plan	Jun. 30, 2012 Pension Benefits	Jun. 30, 2011 Pension Benefits	Jun. 30, 2012 Pension Benefits	Jun. 30, 2011 Pension Benefits	Jun. 30, 2012 Pension Benefits - U.S.	Jun. 30, 2011 Pension Benefits - U.S.	Jun. 30, 2012 Pension Benefits - U.S.	Jun. 30, 2011 Pension Benefits - U.S.	Jun. 30, 2012 Pension Benefits - Non-U.S.	Jun. 30, 2011 Pension Benefits - Non-U.S.	Jun. 30, 2012 Pension Benefits - Non-U.S.	Jun. 30, 2011 Pension Benefits - Non-U.S.	Jun. 30, 2011 Pension Benefits - U.K.	Jun. 30, 2012 Pension Benefits - U.K.	Jun. 30, 2011 Pension Benefits - U.K.	Dec. 31, 2011 Pension Benefits - U.K.	Jun. 30, 2012 Pension Benefits - U.K. Maximum	Jun. 30, 2012 Postretirement Benefits (U.S.)	Jun. 30, 2011 Postretirement Benefits (U.S.)	Jun. 30, 2012 Postretirement Benefits (U.S.)	Jun. 30, 2011 Postretirement Benefits (U.S.)	Jun. 30, 2012 Key officer postretirement car benefit plan	Dec. 31, 2011 Key officer postretirement car benefit plan Minimum
Components of Net Periodic Benefit Cost:
Service cost						$ 7.0	$ 6.9	$ 13.3	$ 13.1	$ 0.3	$ 1.8	$ 0.6	$ 3.5						$ 0.1		$ 0.2	$ 0.1
Interest cost						7.4	7.5	13.9	14.0	2.3	2.8	4.6	5.6						0.2	0.3	0.4	0.5
Expected return on plan assets						(8.0)	(8.1)	(15.3)	(15.2)	(3.0)	(3.1)	(6.0)	(6.2)
Net amortizations						3.2	2.3	6.0	4.3	(0.1)	(0.3)	(0.1)	(0.6)							0.1		0.1
Settlement loss							0.4		0.7
Curtailment gain											(13.1)		(13.1)
Net pension/postretirement expense						9.6	9.0	17.9	16.9	(0.5)	(11.9)	(0.9)	(10.8)						0.3	0.4	0.6	0.7
Other disclosures
Number of multiemployer plans with significant underfunded liabilities	1
Company contributions		11.8	12.3	32.2	57.1
Discretionary cash contributions to qualified pension plan														0.8	3.2	13.2
Employer's matching contribution as percentage of employee contributions															100.00%
Percentage of employee contributions eligible for employer match																		8.00%
The period of enhanced employer matching contributions															5 years
Unamortized prior service cost																	$ 13.1
Service period																								20 years
Retirement age																								58 years
Term of available benefit until participant reaches a specific age																							15 years
Eligible age for car benefit																							80 years

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2012

Segment Information

Summary of contribution of reportable segments to revenues and adjusted pre-tax income (loss) and the reconciliation to consolidated amounts

	Three Months Ended June 30,
	Revenues				Adjusted Pre-Tax Income (Loss)
	2012		2011		2012			2011
Car rental	$	1,889.6	$	1,768.8	$	277.4		$	242.2
Equipment rental		335.0		301.7		42.5			33.4
Total reportable segments		2,224.6		2,070.5		319.9			275.6
Other		0.5		1.8
Total	$	2,225.1	$	2,072.3
Adjustments:
Other reconciling items(1)						(86.0	)		(91.2	)
Purchase accounting(2)						(29.0	)		(22.5	)
Non-cash debt charges(3)						(20.6	)		(27.1	)
Restructuring charges						(16.1	)		(33.7	)
Restructuring related charges(4)						(5.0	)		(2.8	)
Acquisition related costs						(4.5	)		(6.1	)
Pension adjustment(5)						—			13.1
Premiums paid on debt(6)						—			(10.7	)
Income before income taxes					$	158.7		$	94.6

	Six Months Ended June 30,
	Revenues				Adjusted Pre-Tax Income (Loss)
	2012		2011		2012			2011
Car rental	$	3,547.9	$	3,279.1	$	369.0		$	303.5
Equipment rental		637.1		569.9		68.4			43.6
Total reportable segments		4,185.0		3,849.0		437.4			347.1
Other		1.1		3.3
Total	$	4,186.1	$	3,852.3
Adjustments:
Other reconciling items(1)						(174.2	)		(178.7	)
Purchase accounting(2)						(53.0	)		(43.1	)
Non-cash debt charges(3)						(45.8	)		(87.0	)
Restructuring charges						(25.5	)		(38.4	)
Restructuring related charges(4)						(5.6	)		(3.3	)
Acquisition related costs						(11.4	)		(9.0	)
Management transition costs						—			(2.5	)
Pension adjustment(5)						—			13.1
Premiums paid on debt(6)						—			(62.4	)
Income (loss) before income taxes					$	121.9		$	(64.2	)

(1)

Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities.

(2)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.

(3)

Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.

(4)

Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.

(5)

Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.

(6)

Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

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Total Equity (Tables)

6 Months Ended

Jun. 30, 2012

Total Equity

Schedule of stockholders equity

			Common Stock										Accumulated Other Comprehensive Loss
	Preferred Stock						Additional Paid-In Capital			Accumulated Deficit						Non- Controlling Interest		Total Equity
(In Millions)			Shares		Amount
December 31, 2011	$	—		417.0	$	4.2	$	3,206.0		$	(947.1	)	$	(28.4	)	$	—	$	2,234.7
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											36.6								36.6
Other comprehensive loss														(9.7	)				(9.7	)
Employee stock purchase plan				0.2				2.3											2.3
Net settlement on vesting of restricted stock				2.1				(20.0	)										(20.0	)
Stock-based employee compensation charges, net of tax								15.0											15.0
Exercise of stock options, net of tax				1.0				5.7											5.7
Common shares issued to Directors								1.3											1.3
June 30, 2012	$	—		420.3	$	4.2	$	3,210.3		$	(910.5	)	$	(38.1	)	$	—	$	2,265.9

			Common Stock										Accumulated Other Comprehensive Income (Loss)
	Preferred Stock						Additional Paid-In Capital			Accumulated Deficit					Non- Controlling Interest			Total Equity
(In Millions)			Shares		Amount
December 31, 2010	$	—		413.5	$	4.1	$	3,183.2		$	(1,123.2	)	$	37.8	$	16.5		$	2,118.4
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											(77.6	)							(77.6	)
Other comprehensive income														62.1					62.1
Net income relating to noncontrolling interest																8.7			8.7
Dividend payment to noncontrolling interest																(10.5	)		(10.5	)
Employee stock purchase plan				0.1				2.0											2.0
Net settlement on vesting of restricted stock				1.2				(11.4	)										(11.4	)
Stock-based employee compensation charges, net of tax								16.6											16.6
Exercise of stock options, net of tax				1.6		0.1		11.6											11.7
Common shares issued to Directors								1.4											1.4
June 30, 2011	$	—		416.4	$	4.2	$	3,203.4		$	(1,200.8	)	$	99.9	$	14.7		$	2,121.4

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Background

6 Months Ended

Jun. 30, 2012

Background

Background

Note 1—Background

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

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

On December 21, 2005, investment funds associated with or designated by:

• •

  Clayton, Dubilier & Rice, Inc., which was succeeded by Clayton, Dubilier & Rice, LLC, or "CD&R,"
  
  

  •

  The Carlyle Group, or "Carlyle," and
  
  

  •

  Merrill Lynch Global Private Equity, Inc., or "MLGPE,"

acquired all of Hertz's common stock from Ford Holdings LLC. In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the former parent company of MLGPE. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by the investment funds associated with MLGPE. We refer to CD&R, Carlyle and MLGPE collectively as the "Sponsors." We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition."

After giving effect to our initial public offering in November 2006 and subsequent offerings, the Sponsors' holdings represent approximately 38% of the outstanding shares of common stock of Hertz Holdings as of June 30, 2012.

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

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

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Restructuring (Tables)

6 Months Ended

Jun. 30, 2012

Restructuring

Summary of restructuring charges in consolidated statement of operations

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Type:
Termination benefits	$	13.5	$	3.4	$	16.2	$	4.4
Pension and post retirement expense		—		0.3		—		0.3
Consultant costs		0.4		0.2		0.6		0.3
Asset writedowns		—		22.6		2.7		23.3
Facility closure and lease obligation costs		2.2		6.9		6.0		10.0
Other		—		0.3		—		0.1
Total	$	16.1	$	33.7	$	25.5	$	38.4

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Caption:
Direct operating	$	7.0	$	30.4	$	14.6	$	34.5
Selling, general and administrative		9.1		3.3		10.9		3.9
Total	$	16.1	$	33.7	$	25.5	$	38.4

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Segment:
Car rental	$	11.8	$	3.5	$	17.0	$	4.5
Equipment rental		2.5		29.8		6.7		33.6
Other reconciling items		1.8		0.4		1.8		0.3
Total	$	16.1	$	33.7	$	25.5	$	38.4

Schedule of activity affecting the restructuring accrual

	Termination Benefits			Pension and Post Retirement Expense		Consultant Costs			Other			Total
Balance as of January 1, 2012	$	9.1		$	0.2	$	0.6		$	11.7		$	21.6
Charges incurred		16.2			—		0.6			8.7			25.5
Cash payments		(8.4	)		—		(0.7	)		(1.8	)		(10.9	)
Other(1)		0.2			—		(0.1	)		(8.8	)		(8.7	)
Balance as of June 30, 2012	$	17.1		$	0.2	$	0.4		$	9.8		$	27.5

(1)

Consists of decreases of $6.2 million for facility closures and $2.7 million for asset writedowns, partly offset by an increase of $0.2 million due to foreign currency translation.

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Taxes on Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Taxes on Income
Effective Tax Rate (as a percent)	41.50%		70.00%
Provision for taxes on income	$ (65,847)	$ (34,561)	$ (85,370)	$ (4,621)

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Subsequent Events (Details) (Donlen GN II Variable Funding Note, USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Jul. 31, 2012 Amendment in terms of notes issued
Subsequent Events
Aggregate maximum borrowings	$ 900.0	$ 1,000.0

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 586,201	$ 931,779
Restricted cash and cash equivalents	175,449	308,039
Receivables, less allowance for doubtful accounts of $21,899 and $20,282	1,448,271	1,616,382
Inventories, at lower of cost or market	101,712	83,978
Prepaid expenses and other assets	419,209	421,758
Revenue earning equipment, at cost:
Cars	12,027,004	9,678,765
Less accumulated depreciation	(1,619,009)	(1,360,012)
Other equipment	3,046,549	2,830,176
Less accumulated depreciation	(1,016,585)	(1,043,520)
Total revenue earning equipment	12,437,959	10,105,409
Property and equipment, at cost:
Land, buildings and leasehold improvements	1,172,743	1,146,112
Service equipment and other	1,112,298	1,050,915
Total property and equipment, at cost	2,285,041	2,197,027
Less accumulated depreciation	(1,020,772)	(945,173)
Total property and equipment	1,264,269	1,251,854
Other intangible assets, net	2,544,011	2,562,234
Goodwill	452,408	392,094
Total assets	19,429,489	17,673,527
LIABILITIES AND EQUITY
Accounts payable	1,487,086	897,489
Accrued liabilities	1,064,410	1,128,458
Accrued taxes	165,576	125,803
Debt	12,467,873	11,317,090
Public liability and property damage	270,640	281,534
Deferred taxes on income	1,707,966	1,688,478
Total liabilities	17,163,551	15,438,852
Commitments and contingencies
Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity
Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding
Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 420,302,667 and 417,022,853 shares issued and outstanding	4,203	4,170
Additional paid-in capital	3,210,281	3,205,964
Accumulated deficit	(910,508)	(947,064)
Accumulated other comprehensive loss	(38,057)	(28,414)
Total Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity	2,265,919	2,234,656
Noncontrolling interest	19	19
Total equity	2,265,938	2,234,675
Total liabilities and equity	$ 19,429,489	$ 17,673,527

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Stock-Based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended				1 Months Ended				1 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	May 31, 2012 Restricted Stock Units	Mar. 31, 2012 Restricted Stock Units	Mar. 31, 2012 Restricted Stock Units Maximum	Mar. 31, 2012 Restricted Stock Units Minimum	Mar. 31, 2012 Performance Stock Units	Mar. 31, 2012 Price Vesting Units	Mar. 31, 2012 Price Vesting Units Maximum	Mar. 31, 2012 Price Vesting Units Minimum	Mar. 31, 2012 PVUs subject to performance condition Maximum	Mar. 31, 2012 PVUs subject to performance condition Minimum	Jun. 30, 2012 PVUs subject to market condition
Stock-Based Compensation
Awards granted (in shares)					146,301	527,360			747,423	1,083,962
Grant date fair value (in dollars per share)					$ 15.48		$ 14.47	$ 13.65	$ 13.65		$ 11.26	$ 10.13
Variation in number of units that will ultimately be granted as percentage of the original grant													150.00%	0.00%
Percentage vested after third year, if stock price for stock options appreciate 15%															50.00%
Percentage vested after fourth year, if stock price for stock options appreciate 25%															50.00%
Appreciation of stock price over the grant date price for options vesting in third year (as a percent)															15.00%
Appreciation of stock price over the grant date price for options vesting in fourth year (as a percent)															25.00%
Number of days of average trailing stock price which must equal or exceed a certain price target during the performance period															20 days
Compensation expense	$ 7.5	$ 7.6	$ 15.0	$ 16.6
Income Tax benefit	(2.9)	(3.0)	(5.8)	(6.4)
Total	4.6	4.6	9.2	10.2
Unrecognized compensation cost related to non-vested stock options, RSUs and PSUs granted	$ 51.2		$ 51.2
Period for recognition of total unrecognized compensation cost			1 year 7 months 6 days

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Translation adjustment changes, tax	$ 1,756	$ 324	$ 382	$ (1,650)
Unrealized holding gains on securities, tax	9	765	1,968	765
Unrealized loss on Euro-denominated debt, tax		(2,150)		(9,548)
Net gains arsing during the period, tax	$ 1,251	$ 888	$ 2,338	$ 1,675

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Background (Details)	Jun. 30, 2012	Dec. 31, 2011 Navigation Solutions LLC
Background
Common stock of Hertz Holdings owned by the sponsors (as a percent)	38.00%
Acquisition
Ownership interest immediately prior to acquisition (as a percent)		65.00%
Percentage of equity interest acquired		100.00%

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Contingencies and Off-Balance Sheet Commitments

6 Months Ended

Jun. 30, 2012

Contingencies and Off-Balance Sheet Commitments

Contingencies and Off-Balance Sheet Commitments

Note 15—Contingencies and Off-Balance Sheet Commitments

Off-Balance Sheet Commitments

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

Indemnification Obligations

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

Sponsors; Directors

Hertz has entered into customary indemnification agreements with Hertz Holdings, the Sponsors and our stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, our stockholders affiliated with the Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We also entered into indemnification agreements with each of our directors. We do not believe that these indemnifications are reasonably likely to have a material impact on us.

Environmental

We have indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which we may be held responsible could be substantial. The probable expenses that we expect to incur for such matters have been accrued, and those expenses are reflected in our condensed consolidated financial statements. As of June 30, 2012 and December 31, 2011, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in our condensed consolidated balance sheets in "Accrued liabilities" were $1.4 million and $1.5 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Legal Proceedings

From time to time we are a party to various legal proceedings. We are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles and equipment rented from us and our licensees. The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment, as stated on our balance sheet, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on a non-discounted basis. Reserve requirements are based on actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and costs. At June 30, 2012 and December 31, 2011 our liability recorded for public liability and property damage matters was $270.6 million and $281.5 million, respectively. We believe that our analysis is based on the most relevant information available, combined with reasonable assumptions, and that we may prudently rely on this information to determine the estimated liability. We note the liability is subject to significant uncertainties. The adequacy of the liability reserve is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

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

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

In June 2012, in Davis Landscape, Ltd. et al. v. Hertz Equipment Rental Corporation, the judge denied our motion for partial summary judgment on the Loss Damage Waiver claim and, in July 2012, the judge granted our motion for partial summary judgment on the Environmental Recovery Fee claim. The court also entered an order referring the case to mediation by private consent of the parties.

In May 2012, all briefing was completed in Janet Sobel and Daniel Dugan, PhD., individually and on behalf of all others similarly situated v. The Hertz Corporation on the two outstanding issues—unjust enrichment and damages. The briefing included expert reports as submitted by both sides.

In May 2012, in Michael Shames et al. v. The Hertz Corporation et al., the district court issued an order preliminarily approving the settlement of this action; certifying a settlement class; certifying a class representative and lead counsel; and providing for class notice. The court also scheduled a final approval hearing for October 29, 2012. We have accrued our best estimate of the ultimate cost which is not material to our financial condition.

In June 2012, a mediation was held in Fun Services of Kansas City, Inc., individually and as the representative of a class of similarly-situated persons v. Hertz Equipment Rental Corporation. As a result of the mediation, the parties have reached an agreement in principle to settle this class action. A draft settlement agreement that addresses compensation to class members, class counsel fees and the claims process, and which would be subject to court approval, is being finalized by the parties' counsel. We have accrued our best estimate of the ultimate cost which is not material to our financial condition.

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

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

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

We have established reserves for matters where we believe that the losses are probable and reasonably estimated. Other than with respect to the aggregate reserve established for claims for public liability and property damage, none of those reserves are material. For matters where we have not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. Litigation is subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed in our Form 10-K or in our other filings with Securities and Exchange Commission, could be decided unfavorably to us or any of our subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to our consolidated financial condition, results of operations or cash flows in any particular reporting period.

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Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Maximum original maturity period of highly liquid debt instruments to be considered as cash equivalents	3 months
Contractual maturity of revolving lines of credit that may exceed in certain cases	90 days
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents	$ 175,449		$ 308,039
Net change in restricted cash and cash equivalents	(130,137)	60,233
Fleet Debt
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents	104,000		213,600
Net change in restricted cash and cash equivalents	$ 109,600

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events

Subsequent Events

Note 17—Subsequent Events

In July 2012, Hertz amended the Donlen GN II Variable Funding Notes to permit aggregate maximum borrowings of $1.0 billion (subject to borrowing base availability) and to extend the maturity date from August 2012 to December 2012.

In July 2012, Hertz amended the European Securitization to extend the maturity date from July 2013 to July 2014.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Net income (loss)	$ 36,555	$ (68,857)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of revenue earning equipment	989,300	809,433
Depreciation of property and equipment	83,756	77,140
Amortization of other intangible assets	39,029	33,679
Amortization and write-off of deferred financing costs	30,560	64,251
Amortization and write-off of debt discount	14,888	22,677
Stock-based compensation charges	14,977	16,630
Gain on derivatives	(856)	(2,203)
Loss on revaluation of foreign denominated debt	2,498
Provision for losses on doubtful accounts	13,582	14,313
Asset writedowns	3,181	23,311
Deferred taxes on income	31,329	(29,184)
Gain on sale of property and equipment	(716)	(4,748)
Changes in assets and liabilities, net of effects of acquisition:
Receivables	(226,556)	(187,818)
Inventories, prepaid expenses and other assets	(33,056)	(57,878)
Accounts payable	142,051	138,214
Accrued liabilities	7,926	(179,327)
Accrued taxes	16,806	21,667
Public liability and property damage	(6,842)	(4,393)
Net cash provided by operating activities	1,158,412	686,907
Cash flows from investing activities:
Net change in restricted cash and cash equivalents	130,137	(60,233)
Revenue earning equipment expenditures	(5,698,892)	(5,466,856)
Proceeds from disposal of revenue earning equipment	3,608,323	3,488,890
Property and equipment expenditures	(137,168)	(125,370)
Proceeds from disposal of property and equipment	56,421	28,388
Acquisitions, net of cash acquired	(161,844)	(10,976)
Purchase of short-term investments, net		(32,891)
Other investing activities	(625)	1,303
Net cash used in investing activities	(2,203,648)	(2,177,745)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	270,529	3,028,591
Payment of long-term debt	(643,083)	(3,631,480)
Short-term borrowings:
Proceeds	246,664	285,803
Payments	(656,231)	(489,217)
Proceeds (payments) under the revolving lines of credit, net	1,543,770	728,855
Distributions to noncontrolling interest		(10,500)
Purchase of noncontrolling interest	(38,000)
Proceeds from employee stock purchase plan	1,988	1,716
Proceeds from exercise of stock options	5,742	11,581
Proceeds from disgorgement of stockholder short-swing profits	17	72
Net settlement on vesting of restricted stock	(19,976)	(11,381)
Payment of financing costs	(6,949)	(81,392)
Net cash provided by (used in) financing activities	704,471	(167,352)
Effect of foreign exchange rate changes on cash and cash equivalents	(4,813)	31,602
Net decrease in cash and cash equivalents during the period	(345,578)	(1,626,588)
Cash and cash equivalents at beginning of period	931,779	2,374,170
Cash and cash equivalents at end of period	586,201	747,582
Cash paid during the period for:
Interest (net of amounts capitalized)	281,864	343,383
Income taxes	37,655	25,338
Supplemental disclosures of non-cash flow information:
Purchases of revenue earning equipment included in accounts payable and accrued liabilities	598,620	628,695
Sales of revenue earning equipment included in receivables	178,409	263,954
Purchases of property and equipment included in accounts payable	42,060	59,633
Sales of property and equipment included in receivables	$ 9,163	$ 14,356

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
CONDENSED CONSOLIDATED BALANCE SHEETS
Receivables, allowance for doubtful accounts (in dollars)	$ 21,899	$ 20,282
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized	200,000,000	200,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	2,000,000,000	2,000,000,000
Common Stock, shares issued	420,302,667	417,022,853
Common Stock, shares outstanding	420,302,667	417,022,853

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Segment Information

6 Months Ended

Jun. 30, 2012

Segment Information

Segment Information

Note 10—Segment Information

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

Adjusted pre-tax income is calculated as income (loss) before income taxes plus non-cash purchase accounting charges, non-cash debt charges relating to the amortization and write-off of debt financing costs and debt discounts and certain one-time charges and non-operational items. Adjusted pre-tax income is important to management because it allows management to assess operational performance of our business, exclusive of the items mentioned above. It also allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally. The contribution of our reportable segments to revenues and adjusted pre-tax income (loss) and the reconciliation to consolidated amounts are summarized below (in millions of dollars).

	Three Months Ended June 30,
	Revenues				Adjusted Pre-Tax Income (Loss)
	2012		2011		2012			2011
Car rental	$	1,889.6	$	1,768.8	$	277.4		$	242.2
Equipment rental		335.0		301.7		42.5			33.4
Total reportable segments		2,224.6		2,070.5		319.9			275.6
Other		0.5		1.8
Total	$	2,225.1	$	2,072.3
Adjustments:
Other reconciling items(1)						(86.0	)		(91.2	)
Purchase accounting(2)						(29.0	)		(22.5	)
Non-cash debt charges(3)						(20.6	)		(27.1	)
Restructuring charges						(16.1	)		(33.7	)
Restructuring related charges(4)						(5.0	)		(2.8	)
Acquisition related costs						(4.5	)		(6.1	)
Pension adjustment(5)						—			13.1
Premiums paid on debt(6)						—			(10.7	)
Income before income taxes					$	158.7		$	94.6

	Six Months Ended June 30,
	Revenues				Adjusted Pre-Tax Income (Loss)
	2012		2011		2012			2011
Car rental	$	3,547.9	$	3,279.1	$	369.0		$	303.5
Equipment rental		637.1		569.9		68.4			43.6
Total reportable segments		4,185.0		3,849.0		437.4			347.1
Other		1.1		3.3
Total	$	4,186.1	$	3,852.3
Adjustments:
Other reconciling items(1)						(174.2	)		(178.7	)
Purchase accounting(2)						(53.0	)		(43.1	)
Non-cash debt charges(3)						(45.8	)		(87.0	)
Restructuring charges						(25.5	)		(38.4	)
Restructuring related charges(4)						(5.6	)		(3.3	)
Acquisition related costs						(11.4	)		(9.0	)
Management transition costs						—			(2.5	)
Pension adjustment(5)						—			13.1
Premiums paid on debt(6)						—			(62.4	)
Income (loss) before income taxes					$	121.9		$	(64.2	)

(1)

Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities.

(2)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased depreciation and amortization of tangible and intangible assets.

(3)

Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts.

(4)

Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.

(5)

Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.

(6)

Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

Total assets increased $1,756.0 million from December 31, 2011 to June 30, 2012. The increase was primarily related to increases in our car rental and equipment rental segments' revenue earning equipment, partly offset by decreases in our cash and cash equivalents, primarily relating to the redemption of our 8.875% Senior Notes and our 7.875% Senior Notes, restricted cash and cash equivalents and fleet receivables, due to the timing of sales of revenue earning equipment.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 01, 2012
Document and Entity Information
Entity Registrant Name	HERTZ GLOBAL HOLDINGS INC
Entity Central Index Key	0001364479
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		420,318,854
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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Total Equity

6 Months Ended

Jun. 30, 2012

Total Equity

Total Equity

Note 11—Total Equity

			Common Stock										Accumulated Other Comprehensive Loss
	Preferred Stock						Additional Paid-In Capital			Accumulated Deficit						Non- Controlling Interest		Total Equity
(In Millions)			Shares		Amount
December 31, 2011	$	—		417.0	$	4.2	$	3,206.0		$	(947.1	)	$	(28.4	)	$	—	$	2,234.7
Net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											36.6								36.6
Other comprehensive loss														(9.7	)				(9.7	)
Employee stock purchase plan				0.2				2.3											2.3
Net settlement on vesting of restricted stock				2.1				(20.0	)										(20.0	)
Stock-based employee compensation charges, net of tax								15.0											15.0
Exercise of stock options, net of tax				1.0				5.7											5.7
Common shares issued to Directors								1.3											1.3
June 30, 2012	$	—		420.3	$	4.2	$	3,210.3		$	(910.5	)	$	(38.1	)	$	—	$	2,265.9

			Common Stock										Accumulated Other Comprehensive Income (Loss)
	Preferred Stock						Additional Paid-In Capital			Accumulated Deficit					Non- Controlling Interest			Total Equity
(In Millions)			Shares		Amount
December 31, 2010	$	—		413.5	$	4.1	$	3,183.2		$	(1,123.2	)	$	37.8	$	16.5		$	2,118.4
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											(77.6	)							(77.6	)
Other comprehensive income														62.1					62.1
Net income relating to noncontrolling interest																8.7			8.7
Dividend payment to noncontrolling interest																(10.5	)		(10.5	)
Employee stock purchase plan				0.1				2.0											2.0
Net settlement on vesting of restricted stock				1.2				(11.4	)										(11.4	)
Stock-based employee compensation charges, net of tax								16.6											16.6
Exercise of stock options, net of tax				1.6		0.1		11.6											11.7
Common shares issued to Directors								1.4											1.4
June 30, 2011	$	—		416.4	$	4.2	$	3,203.4		$	(1,200.8	)	$	99.9	$	14.7		$	2,121.4

Accumulated other comprehensive loss as of June 30, 2012 and December 31, 2011 includes accumulated translation gains of $74.8 million and $91.3 million, respectively, pension benefits of $(96.0) million and $(99.6) million, respectively, unrealized losses on our Euro-denominated debt of $(19.4) million and $(19.4) million, respectively, unrealized holding gains of $3.4 million and $0.3 million, respectively, and other of $(0.9) million and $(1.0) million, respectively.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Car rental	$ 1,849,327	$ 1,731,200	$ 3,472,558	$ 3,210,138
Equipment rental	334,199	301,641	635,525	569,727
Other	41,622	39,452	77,990	72,431
Total revenues	2,225,148	2,072,293	4,186,073	3,852,296
Expenses:
Direct operating	1,188,933	1,187,306	2,304,080	2,260,971
Depreciation of revenue earning equipment and lease charges	519,750	419,669	1,033,867	855,758
Selling, general and administrative	206,569	195,591	414,321	377,812
Interest expense	152,184	165,826	314,451	362,715
Interest income	(468)	(1,546)	(1,560)	(3,401)
Other (income) expense, net	(554)	10,801	(1,011)	62,677
Total expenses	2,066,414	1,977,647	4,064,148	3,916,532
Income (loss) before income taxes	158,734	94,646	121,925	(64,236)
Provision for taxes on income	(65,847)	(34,561)	(85,370)	(4,621)
Net income (loss)	92,887	60,085	36,555	(68,857)
Less: Net income attributable to noncontrolling interest		(5,087)		(8,760)
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$ 92,887	$ 54,998	$ 36,555	$ (77,617)
Weighted average shares outstanding (in thousands):
Basic (in shares)	420,036	415,947	419,056	415,011
Diluted (in shares)	447,448	451,818	447,881	415,011
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders:
Basic (in dollars per share)	$ 0.22	$ 0.13	$ 0.09	$ (0.19)
Diluted (in dollars per share)	$ 0.21	$ 0.12	$ 0.08	$ (0.19)

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Taxes on Income

6 Months Ended

Jun. 30, 2012

Taxes on Income

Taxes on Income

Note 5—Taxes on Income

The effective tax rate for the three and six months ended June 30, 2012 was 41.5% and 70.0%, respectively. The provision for taxes on income of $65.8 million in the three months ended June 30, 2012 increased from $34.5 million in the three months ended June 30, 2011, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized. The provision for taxes on income of $85.3 million in the six months ended June 30, 2012 increased from $4.6 million in the six months ended June 30, 2011, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2012

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Note 4—Goodwill and Other Intangible Assets

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

	Car Rental			Equipment Rental			Total
Balance as of January 1, 2012
Goodwill	$	419.3		$	693.8		$	1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
		373.2			18.9			392.1
Goodwill acquired during the period		—			76.8			76.8
Adjustments to previously recorded purchase price allocation		(15.1	)		—			(15.1	)
Other changes during the period(1)		(0.9	)		(0.5	)		(1.4	)
		(16.0	)		76.3			60.3
Balance as of June 30, 2012
Goodwill		403.3			770.1			1,173.4
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
	$	357.2		$	95.2		$	452.4

	Car Rental			Equipment Rental			Total
Balance as of January 1, 2011
Goodwill	$	367.9		$	681.7		$	1,049.6
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
		321.8			6.8			328.6
Goodwill acquired during the year		53.1			12.3			65.4
Adjustments to previously recorded purchase price allocation		(0.9	)		(0.1	)		(1.0	)
Other changes during the year(1)		(0.8	)		(0.1	)		(0.9	)
		51.4			12.1			63.5
Balance as of December 31, 2011
Goodwill		419.3			693.8			1,113.1
Accumulated impairment losses		(46.1	)		(674.9	)		(721.0	)
	$	373.2		$	18.9		$	392.1

(1)

Primarily consists of changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.

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

	June 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer-related	$	689.7	$	(399.4	)	$	290.3
Other(1)		78.4		(32.9	)		45.5
Total		768.1		(432.3	)		335.8
Indefinite-lived intangible assets:
Trade name		2,190.0		—			2,190.0
Other(2)		18.2		—			18.2
Total		2,208.2		—			2,208.2
Total other intangible assets, net	$	2,976.3	$	(432.3	)	$	2,544.0

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer-related	$	672.6	$	(365.5	)	$	307.1
Other(1)		74.7		(27.8	)		46.9
Total		747.3		(393.3	)		354.0
Indefinite-lived intangible assets:
Trade name		2,190.0		—			2,190.0
Other(2)		18.2		—			18.2
Total		2,208.2		—			2,208.2
Total other intangible assets, net	$	2,955.5	$	(393.3	)	$	2,562.2

(1)

Other amortizable intangible assets primarily consist of our Advantage trade name and concession rights, Donlen trade name, reacquired franchise rights, non-compete agreements and technology-related intangibles.

(2)

Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.

Amortization of other intangible assets for the three months ended June 30, 2012 and 2011, was approximately $19.8 million and $16.9 million, respectively, and for the six months ended June 30, 2012 and 2011, was approximately $39.0 million and $33.7 million, respectively. Based on our amortizable intangible assets as of June 30, 2012, we expect amortization expense to be approximately $37.9 million for the remainder of 2012, $75.3 million in 2013, $71.4 million in 2014, $69.1 million in 2015, $20.6 million in 2016 and $8.6 million in 2017.

On September 1, 2011, Hertz acquired 100% of the equity interest in Donlen, a leading provider of fleet leasing and management services. The amount of revenue and earnings of the combined entity had the acquisition date been January 1, 2010, are as follows (in millions):

	Revenue		Earnings (Loss)
2011 supplemental pro forma for the second quarter of 2011 (combined entity)	$	2,171.0	$	58.2
2011 supplemental pro forma for the first half of 2011 (combined entity)		4,045.0		(72.1	)

2011 supplemental pro forma revenue for the three months ended June 30, 2011 excludes $1.2 million related to deferred revenue which was eliminated as part of acquisition accounting. 2011 supplemental pro forma earnings for the three months ended June 30, 2011 excludes $0.7 million related to deferred income which was eliminated as part of acquisition accounting. 2011 supplemental pro forma revenue for the six months ended June 30, 2011 excludes $2.6 million related to deferred revenue which was eliminated as part of acquisition accounting. 2011 supplemental pro forma earnings for the six months ended June 30, 2011 excludes $1.6 million related to deferred income which was eliminated as part of acquisition accounting.

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

Other Acquisitions

Additionally, during the six months ended June 30, 2012, we added nine domestic equipment rental locations through external acquisitions. These acquisitions are not material to the consolidated amounts presented within our statement of operations for the three-month and six-month periods ended June 30, 2012.

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Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2012

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Note 16—Earnings (Loss) Per Share

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	92.9	$	55.0	$	36.6	$	(77.6	)
Denominator:
Weighted average shares used in basic computation		420.0		415.9		419.1		415.0
Add: Stock options, RSUs and PSUs		4.4		8.3		5.5		—
Add: Potential issuance of common stock upon conversion of Convertible Senior Notes		23.0		27.6		23.3		—
Weighted average shares used in diluted computation		447.4		451.8		447.9		415.0
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic	$	0.22	$	0.13	$	0.09	$	(0.19	)
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted	$	0.21	$	0.12	$	0.08	$	(0.19	)

Diluted earnings (loss) per share computations for the three and six months ended June 30, 2012 excluded the weighted-average impact of the assumed exercise of approximately 4.6 million shares, of stock options, RSUs and PSUs, because such impact would be antidilutive. Diluted earnings (loss) per share computations for the three and six months ended June 30, 2011 excluded the weighted-average impact of the assumed exercise of approximately 5.0 million and 21.2 million shares, respectively, of stock options, RSUs and PSUs, because such impact would be antidilutive. Additionally, for the six months ended June 30, 2011, there was no impact to the diluted earnings (loss) per share computations associated with the outstanding Convertible Senior Notes, because such impact would be anti-dilutive.

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Restructuring

6 Months Ended

Jun. 30, 2012

Restructuring

Restructuring

Note 12—Restructuring

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

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

During the first and second quarter of 2012, we continued to streamline operations and reduce costs with the closure of several car rental and equipment rental locations globally as well as a reduction in our workforce by approximately 65 employees and 280 employees, respectively.

From January 1, 2007 through June 30, 2012, we incurred $556.0 million ($273.3 million for our car rental segment, $228.2 million for our equipment rental segment and $54.5 million of other) of restructuring charges.

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Type:
Termination benefits	$	13.5	$	3.4	$	16.2	$	4.4
Pension and post retirement expense		—		0.3		—		0.3
Consultant costs		0.4		0.2		0.6		0.3
Asset writedowns		—		22.6		2.7		23.3
Facility closure and lease obligation costs		2.2		6.9		6.0		10.0
Other		—		0.3		—		0.1
Total	$	16.1	$	33.7	$	25.5	$	38.4

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Caption:
Direct operating	$	7.0	$	30.4	$	14.6	$	34.5
Selling, general and administrative		9.1		3.3		10.9		3.9
Total	$	16.1	$	33.7	$	25.5	$	38.4

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
By Segment:
Car rental	$	11.8	$	3.5	$	17.0	$	4.5
Equipment rental		2.5		29.8		6.7		33.6
Other reconciling items		1.8		0.4		1.8		0.3
Total	$	16.1	$	33.7	$	25.5	$	38.4

During the three and six months ended June 30, 2012, the after-tax effect of the restructuring charges decreased the income per share by $0.02 and $0.04, respectively. During the three and six months ended June 30, 2011, the after-tax effect of the restructuring charges decreased the income per share by $0.05 and increased the loss per share by $0.06, respectively.

The following table sets forth the activity affecting the restructuring accrual during the six months ended June 30, 2012 (in millions of dollars). We expect to pay the remaining restructuring obligations relating to termination benefits over the next twelve months. The remainder of the restructuring accrual relates to future lease obligations which will be paid over the remaining term of the applicable leases.

	Termination Benefits			Pension and Post Retirement Expense		Consultant Costs			Other			Total
Balance as of January 1, 2012	$	9.1		$	0.2	$	0.6		$	11.7		$	21.6
Charges incurred		16.2			—		0.6			8.7			25.5
Cash payments		(8.4	)		—		(0.7	)		(1.8	)		(10.9	)
Other(1)		0.2			—		(0.1	)		(8.8	)		(8.7	)
Balance as of June 30, 2012	$	17.1		$	0.2	$	0.4		$	9.8		$	27.5

(1)

Consists of decreases of $6.2 million for facility closures and $2.7 million for asset writedowns, partly offset by an increase of $0.2 million due to foreign currency translation.

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Employee Retirement Benefits

6 Months Ended

Jun. 30, 2012

Employee Retirement Benefits

Employee Retirement Benefits

Note 8—Employee Retirement Benefits

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

	Pension Benefits
													Postretirement Benefits (U.S.)
	U.S.						Non-U.S.
	Three Months Ended June 30,
	2012			2011			2012			2011			2012		2011
Components of Net Periodic Benefit Cost:
Service cost	$	7.0		$	6.9		$	0.3		$	1.8		$	0.1	$	—
Interest cost		7.4			7.5			2.3			2.8			0.2		0.3
Expected return on plan assets		(8.0	)		(8.1	)		(3.0	)		(3.1	)		—		—
Net amortizations		3.2			2.3			(0.1	)		(0.3	)		—		0.1
Settlement loss		—			0.4			—			—			—		—
Curtailment gain		—			—			—			(13.1	)		—		—
Net pension/postretirement expense	$	9.6		$	9.0		$	(0.5	)	$	(11.9	)	$	0.3	$	0.4

	Pension Benefits
													Postretirement Benefits (U.S.)
	U.S.						Non-U.S.
	Six Months Ended June 30,
	2012			2011			2012			2011			2012		2011
Components of Net Periodic Benefit Cost:
Service cost	$	13.3		$	13.1		$	0.6		$	3.5		$	0.2	$	0.1
Interest cost		13.9			14.0			4.6			5.6			0.4		0.5
Expected return on plan assets		(15.3	)		(15.2	)		(6.0	)		(6.2	)		—		—
Net amortizations		6.0			4.3			(0.1	)		(0.6	)		—		0.1
Settlement loss		—			0.7			—			—			—		—
Curtailment gain		—			—			—			(13.1	)		—		—
Net pension/postretirement expense	$	17.9		$	16.9		$	(0.9	)	$	(10.8	)	$	0.6	$	0.7

Our policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements. From time to time we make contributions beyond those legally required. For the three and six months ended June 30, 2012, we contributed $11.8 million and $32.2 million, respectively, to our worldwide pension plans, including discretionary contributions of $0.0 million and $3.2 million, respectively, to our United Kingdom, or "U.K.," defined benefit pension plan and benefit payments made through unfunded plans. For the three and six months ended June 30, 2011, we contributed $12.3 million and $57.1 million, respectively, to our worldwide pension plans, including discretionary contributions of $0.8 million and $13.2 million, respectively, to our U.K. defined benefit pension plan and benefit payments made through unfunded plans. The level of future contributions will vary, and is dependent on a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.

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

We also sponsor postretirement health care and life insurance benefits for a limited number of employees with hire dates prior to January 1, 1990. The postretirement health care plan is contributory with participants' contributions adjusted annually. An unfunded liability is recorded. We also have a key officer postretirement car benefit plan that provides the use of a vehicle from our fleet and insurance for the participants' benefit for retired Senior Vice Presidents and above who have a minimum of 20 years of service and who retire at age 58 or above. The assigned car benefit is available for 15 years post-retirement or until the participant reaches the age of 80, whichever occurs last.

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

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Depreciation of Revenue Earning Equipment and Lease Charges

6 Months Ended

Jun. 30, 2012

Depreciation of Revenue Earning Equipment and Lease Charges

Depreciation of Revenue Earning Equipment and Lease Charges

Note 6—Depreciation of Revenue Earning Equipment and Lease Charges

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

	Three Months Ended June 30,
	2012			2011
Depreciation of revenue earning equipment	$	539.5		$	453.3
Adjustment of depreciation upon disposal of revenue earning equipment		(41.2	)		(56.3	)
Rents paid for vehicles leased		21.5			22.7
Total	$	519.8		$	419.7

	Six Months Ended June 30,
	2012			2011
Depreciation of revenue earning equipment	$	1,069.9		$	871.8
Adjustment of depreciation upon disposal of revenue earning equipment		(80.6	)		(62.4	)
Rents paid for vehicles leased		44.6			46.3
Total	$	1,033.9		$	855.7

The adjustment of depreciation upon disposal of revenue earning equipment for the three months ended June 30, 2012 and 2011, included net gains of $38.3 million and $53.6 million, respectively, on the disposal of vehicles used in our car rental operations and net gains of $2.9 million and $2.7 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations. The adjustment of depreciation upon disposal of revenue earning equipment for the six months ended June 30, 2012 and 2011, included net gains of $73.2 million and $59.7 million, respectively, on the disposal of vehicles used in our car rental operations and net gains of $7.4 million and $2.7 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations.

Depreciation rates are reviewed on a quarterly basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. During the six months ended June 30, 2012, depreciation rates being used to compute the provision for depreciation of revenue earning equipment were adjusted on certain vehicles in our car rental operations to reflect changes in the estimated residual values to be realized when revenue earning equipment is sold. These depreciation rate changes resulted in net decreases of $37.1 million and $37.3 million in depreciation expense for the three and six months ended June 30, 2012, respectively. During the three-month and six-month periods ended June 30, 2012, there was no impact from depreciation rate changes in our equipment rental operations.

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Debt

6 Months Ended

Jun. 30, 2012

Debt

Debt

Note 7—Debt

Our debt consists of the following (in millions of dollars):

Facility	Average Interest Rate at June 30, 2012(1)			Fixed or Floating Interest Rate	Maturity	June 30, 2012			December 31, 2011
Corporate Debt
Senior Term Facility		3.75	%	Floating	3/2018	$	1,382.5		$	1,389.5
Senior ABL Facility		2.50	%	Floating	3/2016		410.0			—
Senior Notes(2)		7.09	%	Fixed	10/2018–1/2021		2,450.0			2,638.6
Promissory Notes		6.96	%	Fixed	6/2012–1/2028		48.7			224.7
Convertible Senior Notes		5.25	%	Fixed	6/2014		474.7			474.7
Other Corporate Debt		5.39	%	Floating	Various		52.0			49.6
Unamortized Net Discount (Corporate)(3)							(50.0	)		(72.3	)
Total Corporate Debt							4,767.9			4,704.8
Fleet Debt
U.S. ABS Program
U.S. Fleet Variable Funding Notes:
Series 2009-1(4)		1.24	%	Floating	3/2013		2,025.0			1,000.0
Series 2010-2(4)		1.38	%	Floating	3/2013		200.0			170.0
Series 2011-2(4)		N/A		Floating	4/2012		—			175.0
							2,225.0			1,345.0
U.S. Fleet Medium Term Notes
Series 2009-2(4)		4.95	%	Fixed	3/2013–3/2015		1,384.3			1,384.3
Series 2010-1(4)		3.77	%	Fixed	2/2014–2/2018		749.8			749.8
Series 2011-1(4)		2.86	%	Fixed	3/2015–3/2017		598.0			598.0
							2,732.1			2,732.1
Donlen ABS Program
Donlen GN II Variable Funding Notes		1.17	%	Floating	8/2012		879.1			811.2
Other Fleet Debt
U.S. Fleet Financing Facility		3.00	%	Floating	9/2015		136.0			136.0
European Revolving Credit Facility		3.13	%	Floating	6/2015		261.8			200.6
European Fleet Notes		8.50	%	Fixed	7/2015		498.7			517.7
European Securitization(4)		2.78	%	Floating	7/2013		316.5			256.2
Canadian Securitization		2.13	%	Floating	6/2013		131.7			68.3
Australian Securitization(4)		5.31	%	Floating	12/2012		154.2			169.3
Brazilian Fleet Financing Facility		14.22	%	Floating	2/2013		14.8			23.1
Capitalized Leases		4.40	%	Floating	Various		358.4			363.7
Unamortized Discount (Fleet)							(8.3	)		(10.9	)
							1,863.8			1,724.0
Total Fleet Debt							7,700.0			6,612.3
Total Debt						$	12,467.9		$	11,317.1

Note:

For further information on the definitions and terms of our debt, see Note 4 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data."

(1)

As applicable, reference is to the June 30, 2012 weighted average interest rate (weighted by principal balance).

(2)

References to our "Senior Notes" include the series of Hertz's unsecured senior notes set forth in the table below. As of June 30, 2012, the outstanding principal amount for each such series of the Senior Notes is also specified below.

	Outstanding Principal (in millions)
Senior Notes	June 30, 2012		December 31, 2011
8.875% Senior Notes due January 2014	$	—	$	162.3
7.875% Senior Notes due January 2014		—		276.3	(€213.5	)
7.50% Senior Notes due October 2018		700.0		700.0
7.375% Senior Notes due January 2021		500.0		500.0
6.75% Senior Notes due April 2019		1,250.0		1,000.0
	$	2,450.0	$	2,638.6

(3)

As of June 30, 2012 and December 31, 2011, $53.4 million and $65.5 million, respectively, of the unamortized corporate discount relates to the 5.25% Convertible Senior Notes.

(4)

Maturity reference is to the "expected final maturity date" as opposed to the subsequent "legal maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness expect the relevant indebtedness to be repaid. The legal final maturity date is the date on which the relevant indebtedness is legally due and payable.

Maturities

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

2013	$	5,993.7	(including $5,390.0 of other short-term borrowings*)
2014	$	280.0
2015	$	1,211.3
2016	$	888.4
2017	$	244.7
After 2017	$	3,908.1

*

Our short-term borrowings as of June 30, 2012 include, among other items, the amounts outstanding under the European Securitization, Australian Securitization, Senior ABL Facility, U.S. Fleet Financing Facility, U.S. Fleet Variable Funding Notes, Brazilian Fleet Financing Facility, Canadian Securitization, Capitalized Leases, European Revolving Credit Facility and the Donlen GN II Variable Funding Notes. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2012 and remain as such through September 30, 2012. As of June 30, 2012, short-term borrowings had a weighted average interest rate of 2.3%.

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

Letters of Credit

As of June 30, 2012, there were outstanding standby letters of credit totaling $608.8 million. Of this amount, $563.1 million was issued under the Senior Credit Facilities ($291.0 million of which was issued for the benefit of the U.S. ABS Program and $64.6 million was related to other debt obligations) and the remainder is primarily to support self-insurance programs (including insurance policies with respect to which we have agreed to indemnify the policy issuers for any losses) as well as airport concession obligations in the United States, Canada and Europe. As of June 30, 2012, none of these letters of credit have been drawn upon.

2012 Events

On January 1, 2012, our Convertible Senior Notes became convertible. This conversion right was triggered because our closing common stock price per share exceeded $10.77 for at least 20 trading days during the 30 consecutive trading day period ending on December 31, 2011. Since this same trigger was met in the second quarter of 2012, the Convertible Senior Notes continue to be convertible through September 30, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the indenture is satisfied during future measurement periods. Our policy has been and continues to be to settle conversions of Convertible Senior Notes using a combination of cash and our common stock, which calls for settling the fixed dollar amount per $1,000 in principal amount in cash and settling in shares the excess conversion, if any.

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

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

In March 2012, Hertz amended the Canadian Securitization to extend the maturity date from March 2012 to May 2012. In the second quarter 2012, the maturity date was extended to June 2013.

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

In May 2012, the borrowing capacity of the Series 2009-1 under our U.S. Fleet Variable Funding Notes was increased by $250 million.

In June 2012, Hertz amended the European Revolving Credit Facility to extend the maturity date from June 2013 to June 2015.

In June 2012, Hertz amended the Brazilian Fleet Financing Facility to extend the maturity date from June 2012 to February 2013.

In June 2012, Hertz amended the European Seasonal Revolving Credit Facility under the European Revolving Credit Facility to create a commitment period running from June 2012 to November 2012 that provides for aggregate maximum borrowings of €85.7 million (the equivalent of $106.9 million as of June 30, 2012), subject to borrowing base availability.

During the first half of 2012, Donlen's GN II Variable Funding Notes remained outstanding and lender commitments thereunder were increased to permit aggregate maximum borrowings of $900.0 million (subject to borrowing base availability).

See Note 17—Subsequent Events.

Registration Rights

Pursuant to the terms of exchange and registration rights agreements entered into in connection with the issuance of $250 million in aggregate principal amount of the 6.75% Senior Notes due 2019 in March 2012, Hertz has agreed to file a registration statement under the Securities Act of 1933, as amended, to permit either the exchange of such notes for registered notes or, in the alternative, the registered resale of such notes. Hertz's failure to meet its obligations under the exchange and registration rights agreement, including by failing to have the registration statement become effective by March 2013 or failing to complete the exchange offer by April 2013, will result in Hertz incurring special interest on such notes at a per annum rate of 0.25% for the first 90 days of any period where a default has occurred and is continuing, which rate will be increased by an additional 0.25% during each subsequent 90 day period, up to a maximum of 0.50%. We do not believe the special interest obligation is probable, and as such, we have not recorded any amounts with respect to this registration payment arrangement.

Guarantees and Security

There have been no material changes to the guarantees and security provisions of the debt instruments and credit facilities under which our indebtedness as of June 30, 2012 has been issued from the terms disclosed in our Form 10-K.

Financial Covenant Compliance

Under the terms of our Senior Term Facility and Senior ABL Facility, we are not subject to ongoing financial maintenance covenants; however, under the Senior ABL Facility, failure to maintain certain levels of liquidity will subject the Hertz credit group to a contractually specified fixed charge coverage ratio of not less than 1:1 for the four quarters most recently ended. As of June 30, 2012, we were not subject to such contractually specified fixed charge coverage ratio.

Borrowing Capacity and Availability

As of June 30, 2012, the following facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

	Remaining Capacity		Availability Under Borrowing Base Limitation
Corporate Debt
Senior ABL Facility	$	1,027.6	$	782.4
Total Corporate Debt		1,027.6		782.4
Fleet Debt
U.S. Fleet Variable Funding Notes		163.1		36.8
Donlen GN II Variable Funding Notes		26.1		2.1
U.S. Fleet Financing Facility		54.0		16.2
European Revolving Credit Facility		119.3		66.7
European Securitization		157.3		16.8
Canadian Securitization		63.4		20.6
Australian Securitization		97.8		—
Capitalized Leases		132.2		25.6
Total Fleet Debt		813.2		184.8
Total	$	1,840.8	$	967.2

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

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

We refer to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt we could borrow given the collateral we possess at such time).

As of June 30, 2012, the Senior Term Facility had approximately $0.3 million available under the letter of credit facility and the Senior ABL Facility had $1,081.6 million available under the letter of credit facility sublimit, subject to borrowing base restrictions.

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

Some of these special purpose entities are consolidated variable interest entities, of which Hertz is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of rental vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of June 30, 2012 and December 31, 2011, our International Fleet Financing No. 1 B.V., International Fleet Financing No. 2 B.V. and HA Funding Pty, Ltd. variable interest entities had total assets primarily comprised of loans receivable and revenue earning equipment of $528.1 million and $456.3 million, respectively, and total liabilities primarily comprised of debt of $527.6 million and $455.8 million, respectively.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation

Stock-Based Compensation

Note 9—Stock-Based Compensation

In March 2012, we granted 527,360 Restricted Stock Units, or "RSUs," to certain executives and employees at fair values ranging from $13.65 to $14.47, 747,423 Performance Stock Units, or "PSUs," at a fair value of $13.65, and 1,083,962 PSUs (referred to as Price Vesting Units, or "PVUs") at fair values ranging from $10.13 to $11.26 under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or the "Omnibus Plan." The PSUs have a performance condition under which the number of units that will ultimately be awarded will vary from 0% to 150% of the original grant, based on 2012 and 2013 Corporate EBITDA results. "EBITDA" means consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation (which includes revenue earning equipment lease charges) and amortization and "Corporate EBITDA," represents EBITDA as adjusted for car rental fleet interest, car rental fleet depreciation and certain other items, as provided in the applicable award agreements. Of the PVUs granted, one half will fully vest after three years if the stock price appreciates 15% over the grant date price, and one half will fully vest after four years if the stock price appreciates 25% over the grant date price. Partial attainment of the stock appreciation targets will result in partial vesting. The achievement of the market condition for the PVUs is determined based on the average closing stock price for the 20 trading day period ending March 6, 2015 and 2016, respectively. In May 2012, Hertz Holdings granted 146,301 RSUs at a fair value of $15.48.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Compensation expense	$	7.5		$	7.6		$	15.0		$	16.6
Income tax benefit		(2.9	)		(3.0	)		(5.8	)		(6.4	)
Total	$	4.6		$	4.6		$	9.2		$	10.2

As of June 30, 2012, there was approximately $51.2 million of total unrecognized compensation cost related to non-vested stock options, RSUs and PSUs granted by Hertz Holdings under the Prior Plans and the Omnibus Plan. The total unrecognized compensation cost is expected to be recognized over the remaining 1.6 years, on a weighted average basis, of the requisite service period that began on the grant dates.

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Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2012

Earnings (Loss) Per Share

Computation of basic and diluted earnings (loss) per share

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	92.9	$	55.0	$	36.6	$	(77.6	)
Denominator:
Weighted average shares used in basic computation		420.0		415.9		419.1		415.0
Add: Stock options, RSUs and PSUs		4.4		8.3		5.5		—
Add: Potential issuance of common stock upon conversion of Convertible Senior Notes		23.0		27.6		23.3		—
Weighted average shares used in diluted computation		447.4		451.8		447.9		415.0
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic	$	0.22	$	0.13	$	0.09	$	(0.19	)
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted	$	0.21	$	0.12	$	0.08	$	(0.19	)

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Contingencies and Off-Balance Sheet Commitments (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Environmental indemnification obligations
Aggregate amounts accrued for environmental liabilities	$ 1,400,000	$ 1,500,000
Legal Proceedings
Liability recorded for public liability and property damage matters	$ 270,640,000	$ 281,534,000

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Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions

Related Party Transactions

Note 14—Related Party Transactions

Relationship with Hertz Investors, Inc. and the Sponsors

Other than as disclosed below, in the six months ended June 30, 2012, there were no material changes to our relationship with Hertz Investors, Inc. or the Sponsors.

Financing Arrangements with Related Parties

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

As of June 30, 2012 and December 31, 2011, approximately $174 million and $174 million, respectively, of our outstanding debt was with related parties.

For information on our total indebtedness, see Note 7—Debt.

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Depreciation of Revenue Earning Equipment and Lease Charges (Tables)

6 Months Ended

Jun. 30, 2012

Depreciation of Revenue Earning Equipment and Lease Charges

Depreciation of revenue earning equipment and lease charges

	Three Months Ended June 30,
	2012			2011
Depreciation of revenue earning equipment	$	539.5		$	453.3
Adjustment of depreciation upon disposal of revenue earning equipment		(41.2	)		(56.3	)
Rents paid for vehicles leased		21.5			22.7
Total	$	519.8		$	419.7

	Six Months Ended June 30,
	2012			2011
Depreciation of revenue earning equipment	$	1,069.9		$	871.8
Adjustment of depreciation upon disposal of revenue earning equipment		(80.6	)		(62.4	)
Rents paid for vehicles leased		44.6			46.3
Total	$	1,033.9		$	855.7

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Financial Instruments (Details) In Millions, unless otherwise specified	6 Months Ended											6 Months Ended		12 Months Ended	1 Months Ended		6 Months Ended				3 Months Ended		6 Months Ended					3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended			3 Months Ended	6 Months Ended		3 Months Ended		6 Months Ended					3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012 U.S. Fleet Variable Funding Notes USD ($)	Dec. 31, 2011 U.S. Fleet Variable Funding Notes USD ($)	Jun. 30, 2012 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	May 31, 2012 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	Mar. 31, 2012 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	Dec. 31, 2011 U.S. Fleet Variable Funding Notes Series 2009-1 USD ($)	Jun. 30, 2012 Australian Securitization USD ($)	Dec. 31, 2011 Australian Securitization USD ($)	Jun. 30, 2012 Unleaded gasoline swaps gallon	Jun. 30, 2012 Diesel swaps gallon	Jun. 30, 2012 Interest rate caps	Mar. 31, 2012 Interest rate caps USD ($)	Dec. 31, 2011 Interest rate caps U.S. Fleet Variable Funding Notes USD ($)	Dec. 31, 2010 Interest rate caps Australian Securitization USD ($)	Dec. 31, 2010 Interest rate caps Australian Securitization AUD	Jun. 30, 2012 Foreign exchange forward contracts USD ($)	Jun. 30, 2012 Interest rate swaps Donlen Corporation USD ($)	Jun. 30, 2012 Foreign exchange options USD ($)	Dec. 31, 2011 Foreign exchange options USD ($)	Jun. 30, 2012 Level 1 USD ($)	Jun. 30, 2011 Level 1 USD ($)	Jun. 30, 2012 Level 1 USD ($)	Jun. 30, 2011 Level 1 USD ($)	Dec. 31, 2011 Level 1 USD ($)	Jun. 30, 2012 Level 2 USD ($)	Dec. 31, 2011 Level 2 USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments USD ($)	Jun. 30, 2011 Recurring Derivatives not designated as hedging instruments USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments USD ($)	Jun. 30, 2011 Recurring Derivatives not designated as hedging instruments USD ($)	Dec. 31, 2011 Recurring Derivatives not designated as hedging instruments USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Gasoline swaps USD ($)	Jun. 30, 2011 Recurring Derivatives not designated as hedging instruments Gasoline swaps USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Gasoline swaps USD ($)	Jun. 30, 2011 Recurring Derivatives not designated as hedging instruments Gasoline swaps USD ($)	Dec. 31, 2011 Recurring Derivatives not designated as hedging instruments Gasoline swaps USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Interest rate caps USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Interest rate caps USD ($)	Dec. 31, 2011 Recurring Derivatives not designated as hedging instruments Interest rate caps USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Foreign exchange forward contracts USD ($)	Jun. 30, 2011 Recurring Derivatives not designated as hedging instruments Foreign exchange forward contracts USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Foreign exchange forward contracts USD ($)	Jun. 30, 2011 Recurring Derivatives not designated as hedging instruments Foreign exchange forward contracts USD ($)	Dec. 31, 2011 Recurring Derivatives not designated as hedging instruments Foreign exchange forward contracts USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Interest rate swaps USD ($)	Dec. 31, 2011 Recurring Derivatives not designated as hedging instruments Interest rate swaps USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Foreign exchange options USD ($)	Jun. 30, 2012 Recurring Derivatives not designated as hedging instruments Foreign exchange options USD ($)	Dec. 31, 2011 Recurring Derivatives not designated as hedging instruments Foreign exchange options USD ($)	Jun. 30, 2012 Recurring Level 2 USD ($)	Dec. 31, 2011 Recurring Level 2 USD ($)
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Money market accounts included in cash and cash equivalents at fair value																					$ 273.2		$ 273.2		$ 566.0
Money market accounts included in restricted cash and cash equivalents at fair value																					118.6		118.6		142.9
Marketable Securities
Available-for-sale marketable equity securities included in prepaid expenses and other assets at fair value																					38.3		38.3		33.2
Unrealized gains on marketable equity securities net of income taxes included in accumulated other comprehensive loss																					0.1	2.0	5.1	2.0
Debt
Maximum initial maturity period of borrowings	93 days
Aggregate fair value of all debt																										13,151.6	11,832.5
Aggregate carrying value of all debt		2,225.0	1,345.0	2,025.0			1,000.0	154.2	169.3																																										12,526.2	11,400.3
Fair Value of Derivative Instruments
Asset Derivatives																												6.5		6.5		5.0								0.5	6.4		6.4		4.4			0.1	0.1	0.1
Liability Derivatives																												3.8		3.8		2.9	2.7		2.7		0.4			0.4	1.0		1.0		1.9	0.1	0.2
Amount of Gain or (Loss) Recognized in Income on Derivative																												(11.0)	(7.5)	(7.1)	(5.0)		(3.3)	(0.2)	(1.5)	2.9		(0.1)	(0.1)		(7.7)	(7.3)	(5.6)	(7.9)				0.1	0.1
Derivative purchased, amount														6.7	0.5
Combined maximum principal amount													250	2,100		250
Increase in the credit agreement's borrowing capacity					250	250
Strike rate (as a percent)														5.00%		7.00%
Derivative sold, amount														6.2	0.4
Variable rate used to calculate fair values of all interest rate caps												1-month LIBOR						1-month LIBOR
Total notional amount																	780.8	23.2	7.5	9.1
Outstanding commodity instruments (in gallons)										5,100,000	300,000
Premiums paid for options outstanding																			$ 0.2
Maturity period																	2 months

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Depreciation of Revenue Earning Equipment and Lease Charges (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Depreciation of Revenue Earning Equipment and Lease Charges
Depreciation of revenue earning equipment	$ 539,500,000	$ 453,300,000	$ 1,069,900,000	$ 871,800,000
Adjustment of depreciation upon disposal of revenue earning equipment	(41,200,000)	(56,300,000)	(80,600,000)	(62,400,000)
Rents paid for vehicles leased	21,500,000	22,700,000	44,600,000	46,300,000
Total	$ 519,750,000	$ 419,669,000	$ 1,033,867,000	$ 855,758,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net income (loss)	$ 92,887	$ 60,085	$ 36,555	$ (68,857)
Other comprehensive income (loss), net of tax:
Translation adjustment changes, (net of tax for three months ended 2012: $1,756 and 2011: $324 & six months ended 2012: $382 and 2011: ($1,650))	(46,090)	16,259	(16,520)	58,730
Unrealized holding gains on securities, (net of tax for three months ended 2012: $9 and 2011: $765 & six months ended 2012: $1,968 and 2011: $765)	11	1,202	3,097	1,235
Other, (net of tax for three months ended 2012: $0 and 2011: $0 & six months ended 2012: $0 and 2011: $0)	196	(18)	108	(60)
Unrealized loss on Euro-denominated debt, (net of tax of 2012: $0 and 2011: $(2,150) 2012: $0 and 2011: $(9,548))		(3,357)		(14,915)
Defined benefit pension plans
Net gains arising during the period, (net of tax for three months ended 2012: $1,251 and 2011: $888 & six months ended 2012: $2,338 and 2011: $1,675)	2,196	15,699	3,672	17,082
Defined benefit pension plans	2,196	15,699	(3,672)	17,082
Other comprehensive income (Loss)	(43,687)	29,785	(9,643)	62,072
Comprehensive income (loss)	49,200	89,870	26,912	(6,785)
Less: Comprehensive income (loss) attributable to noncontrolling interest		(5,087)		(8,760)
Comprehensive income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$ 49,200	$ 84,783	$ 26,912	$ (15,545)

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Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

6 Months Ended

Jun. 30, 2012

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Note 3—Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

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

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

Restricted cash and cash equivalents includes cash and cash equivalents that are not readily available for our normal disbursements. Restricted cash and cash equivalents are restricted for the purchase of revenue earning vehicles and other specified uses under our Fleet Debt facilities, for our Like-Kind Exchange Program, or "LKE Program," and to satisfy certain of our self-insurance regulatory reserve requirements. As of June 30, 2012 and December 31, 2011, the portion of total restricted cash and cash equivalents that was associated with our Fleet Debt facilities was $104.0 million and $213.6 million, respectively. The decrease in restricted cash and cash equivalents associated with our fleet debt of $109.6 million from December 31, 2011 to June 30, 2012 was primarily related to the timing of purchases and sales of revenue earning vehicles.

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Debt (Tables)

6 Months Ended

Jun. 30, 2012

Debt

Components of debt

Facility	Average Interest Rate at June 30, 2012(1)			Fixed or Floating Interest Rate	Maturity	June 30, 2012			December 31, 2011
Corporate Debt
Senior Term Facility		3.75	%	Floating	3/2018	$	1,382.5		$	1,389.5
Senior ABL Facility		2.50	%	Floating	3/2016		410.0			—
Senior Notes(2)		7.09	%	Fixed	10/2018–1/2021		2,450.0			2,638.6
Promissory Notes		6.96	%	Fixed	6/2012–1/2028		48.7			224.7
Convertible Senior Notes		5.25	%	Fixed	6/2014		474.7			474.7
Other Corporate Debt		5.39	%	Floating	Various		52.0			49.6
Unamortized Net Discount (Corporate)(3)							(50.0	)		(72.3	)
Total Corporate Debt							4,767.9			4,704.8
Fleet Debt
U.S. ABS Program
U.S. Fleet Variable Funding Notes:
Series 2009-1(4)		1.24	%	Floating	3/2013		2,025.0			1,000.0
Series 2010-2(4)		1.38	%	Floating	3/2013		200.0			170.0
Series 2011-2(4)		N/A		Floating	4/2012		—			175.0
							2,225.0			1,345.0
U.S. Fleet Medium Term Notes
Series 2009-2(4)		4.95	%	Fixed	3/2013–3/2015		1,384.3			1,384.3
Series 2010-1(4)		3.77	%	Fixed	2/2014–2/2018		749.8			749.8
Series 2011-1(4)		2.86	%	Fixed	3/2015–3/2017		598.0			598.0
							2,732.1			2,732.1
Donlen ABS Program
Donlen GN II Variable Funding Notes		1.17	%	Floating	8/2012		879.1			811.2
Other Fleet Debt
U.S. Fleet Financing Facility		3.00	%	Floating	9/2015		136.0			136.0
European Revolving Credit Facility		3.13	%	Floating	6/2015		261.8			200.6
European Fleet Notes		8.50	%	Fixed	7/2015		498.7			517.7
European Securitization(4)		2.78	%	Floating	7/2013		316.5			256.2
Canadian Securitization		2.13	%	Floating	6/2013		131.7			68.3
Australian Securitization(4)		5.31	%	Floating	12/2012		154.2			169.3
Brazilian Fleet Financing Facility		14.22	%	Floating	2/2013		14.8			23.1
Capitalized Leases		4.40	%	Floating	Various		358.4			363.7
Unamortized Discount (Fleet)							(8.3	)		(10.9	)
							1,863.8			1,724.0
Total Fleet Debt							7,700.0			6,612.3
Total Debt						$	12,467.9		$	11,317.1

Note:

For further information on the definitions and terms of our debt, see Note 4 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data."

(1)

As applicable, reference is to the June 30, 2012 weighted average interest rate (weighted by principal balance).

(2)

References to our "Senior Notes" include the series of Hertz's unsecured senior notes set forth in the table below. As of June 30, 2012, the outstanding principal amount for each such series of the Senior Notes is also specified below.

	Outstanding Principal (in millions)
Senior Notes	June 30, 2012		December 31, 2011
8.875% Senior Notes due January 2014	$	—	$	162.3
7.875% Senior Notes due January 2014		—		276.3	(€213.5	)
7.50% Senior Notes due October 2018		700.0		700.0
7.375% Senior Notes due January 2021		500.0		500.0
6.75% Senior Notes due April 2019		1,250.0		1,000.0
	$	2,450.0	$	2,638.6

(3)

As of June 30, 2012 and December 31, 2011, $53.4 million and $65.5 million, respectively, of the unamortized corporate discount relates to the 5.25% Convertible Senior Notes.

(4)

Maturity reference is to the "expected final maturity date" as opposed to the subsequent "legal maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness expect the relevant indebtedness to be repaid. The legal final maturity date is the date on which the relevant indebtedness is legally due and payable.

Schedule of outstanding principal amount for each series of the Senior Notes

	Outstanding Principal (in millions)
Senior Notes	June 30, 2012		December 31, 2011
8.875% Senior Notes due January 2014	$	—	$	162.3
7.875% Senior Notes due January 2014		—		276.3	(€213.5	)
7.50% Senior Notes due October 2018		700.0		700.0
7.375% Senior Notes due January 2021		500.0		500.0
6.75% Senior Notes due April 2019		1,250.0		1,000.0
	$	2,450.0	$	2,638.6

Components of maturities of debt

2013	$	5,993.7	(including $5,390.0 of other short-term borrowings*)
2014	$	280.0
2015	$	1,211.3
2016	$	888.4
2017	$	244.7
After 2017	$	3,908.1

*

Our short-term borrowings as of June 30, 2012 include, among other items, the amounts outstanding under the European Securitization, Australian Securitization, Senior ABL Facility, U.S. Fleet Financing Facility, U.S. Fleet Variable Funding Notes, Brazilian Fleet Financing Facility, Canadian Securitization, Capitalized Leases, European Revolving Credit Facility and the Donlen GN II Variable Funding Notes. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2012 and remain as such through September 30, 2012. As of June 30, 2012, short-term borrowings had a weighted average interest rate of 2.3%.

Schedule of facilities available for the use of the company and its subsidiaries

	Remaining Capacity		Availability Under Borrowing Base Limitation
Corporate Debt
Senior ABL Facility	$	1,027.6	$	782.4
Total Corporate Debt		1,027.6		782.4
Fleet Debt
U.S. Fleet Variable Funding Notes		163.1		36.8
Donlen GN II Variable Funding Notes		26.1		2.1
U.S. Fleet Financing Facility		54.0		16.2
European Revolving Credit Facility		119.3		66.7
European Securitization		157.3		16.8
Canadian Securitization		63.4		20.6
Australian Securitization		97.8		—
Capitalized Leases		132.2		25.6
Total Fleet Debt		813.2		184.8
Total	$	1,840.8	$	967.2

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Goodwill and Other Intangible Assets (Details 2) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Amortizable intangible assets:
Gross Carrying Amount	$ 768,100,000		$ 768,100,000		$ 747,300,000
Accumulated Amortization	(432,300,000)		(432,300,000)		(393,300,000)
Net Carrying Value	335,800,000		335,800,000		354,000,000
Indefinite-lived intangible assets:
Gross Carrying Amount	2,208,200,000		2,208,200,000		2,208,200,000
Total Other intangible assets
Gross Carrying Amount	2,976,300,000		2,976,300,000		2,955,500,000
Accumulated Amortization	(432,300,000)		(432,300,000)		(393,300,000)
Net Carrying Value	2,544,011,000		2,544,011,000		2,562,234,000
Amortization of other intangible assets	19,800,000	16,900,000	39,029,000	33,679,000
Expected amortization expense for the remainder of 2012	37,900,000		37,900,000
Expected Amortization expense in 2013	75,300,000		75,300,000
Expected Amortization expense in 2014	71,400,000		71,400,000
Expected Amortization expense in 2015	69,100,000		69,100,000
Expected Amortization expense in 2016	20,600,000		20,600,000
Expected Amortization expense in 2017	8,600,000		8,600,000
Customer-related
Amortizable intangible assets:
Gross Carrying Amount	689,700,000		689,700,000		672,600,000
Accumulated Amortization	(399,400,000)		(399,400,000)		(365,500,000)
Net Carrying Value	290,300,000		290,300,000		307,100,000
Total Other intangible assets
Accumulated Amortization	(399,400,000)		(399,400,000)		(365,500,000)
Other amortizable intangible assets
Amortizable intangible assets:
Gross Carrying Amount	78,400,000		78,400,000		74,700,000
Accumulated Amortization	(32,900,000)		(32,900,000)		(27,800,000)
Net Carrying Value	45,500,000		45,500,000		46,900,000
Total Other intangible assets
Accumulated Amortization	(32,900,000)		(32,900,000)		(27,800,000)
Trade name
Indefinite-lived intangible assets:
Gross Carrying Amount	2,190,000,000		2,190,000,000		2,190,000,000
Other indefinite-lived intangible assets
Indefinite-lived intangible assets:
Gross Carrying Amount	$ 18,200,000		$ 18,200,000		$ 18,200,000

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Financial Instruments

6 Months Ended

Jun. 30, 2012

Financial Instruments

Financial Instruments

Note 13—Financial Instruments

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Fair value approximates the amount indicated on the balance sheet at June 30, 2012 and December 31, 2011 because of the short-term maturity of these instruments. Money market accounts, whose fair value at June 30, 2012, is measured using Level 1 inputs, totaling $273.2 million and $118.6 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively. Money market accounts, whose fair value at December 31, 2011, is measured using Level 1 inputs, totaling $566.0 million and $142.9 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively.

Marketable Securities

Marketable securities held by us consist of equity securities classified as available-for-sale, which are carried at fair value and are included within "Prepaid expenses and other assets." Unrealized gains and losses, net of related income taxes, are included in "Accumulated other comprehensive loss." As of June 30, 2012 and December 31, 2011, the fair value of marketable securities was $38.3 million and $33.2 million, respectively. For the three and six months ended June, 30, 2012, unrealized gains of $0.1 million and $5.1 million, respectively, were recorded in "Accumulated other comprehensive loss." For the three and six months ended June, 30, 2011, unrealized gains of $2.0 million and $2.0 million, respectively, were recorded in "Accumulated other comprehensive loss." Fair values for marketable securities are based on Level 1 inputs consisting of quoted market prices.

Debt

For borrowings with an initial maturity of 93 days or less, fair value approximates carrying value because of the short-term nature of these instruments. For all other debt, fair value is estimated based on quoted market rates as well as borrowing rates currently available to us for loans with similar terms and average maturities (Level 2 inputs). The aggregate fair value of all debt at June 30, 2012 was $13,151.6 million, compared to its aggregate unpaid principal balance of $12,526.2 million. The aggregate fair value of all debt at December 31, 2011 was $11,832.5 million, compared to its aggregate unpaid principal balance of $11,400.3 million.

Derivative Instruments and Hedging Activities

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

	Fair Value of Derivative Instruments(1)
	Asset Derivatives(2)				Liability Derivatives(2)
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
Derivatives not designated as hedging instruments under ASC 815:
Gasoline swaps	$	—	$	—	$	2.7	$	0.4
Interest rate caps		—		0.5		—		0.4
Foreign exchange forward contracts		6.4		4.4		1.0		1.9
Interest rate swaps		—		—		0.1		0.2
Foreign exchange options		0.1		0.1		—		—
Total derivatives not designated as hedging instruments under ASC 815	$	6.5	$	5.0	$	3.8	$	2.9

(1)

All fair value measurements were primarily based upon significant observable (Level 2) inputs.

(2)

All asset derivatives are recorded in "Prepaid expenses and other assets" and all liability derivatives are recorded in "Accrued liabilities" on our condensed consolidated balance sheets.

	Location of Gain or (Loss) Recognized on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		Three Months Ended June 30,
		2012			2011
Derivatives Not Designated as Hedging Instruments under ASC 815:
Gasoline swaps	Direct operating	$	(3.3	)	$	(0.2	)
Interest rate caps	Selling, general and administrative		(0.1	)		—
Foreign exchange forward contracts	Selling, general and administrative		(7.7	)		(7.3	)
Foreign exchange options	Selling, general and administrative		0.1			—
Total		$	(11.0	)	$	(7.5	)

	Location of Gain or (Loss) Recognized on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		Six Months Ended June 30,
		2012			2011
Derivatives Not Designated as Hedging Instruments under ASC 815:
Gasoline swaps	Direct operating	$	(1.5	)	$	2.9
Interest rate caps	Selling, general and administrative		(0.1	)		—
Foreign exchange forward contracts	Selling, general and administrative		(5.6	)		(7.9	)
Foreign exchange options	Selling, general and administrative		0.1			—
Total		$	(7.1	)	$	(5.0	)

In conjunction with the refinanced Series 2009-1 and the Series 2010-2, HVF purchased an interest rate cap for $6.7 million, with a maximum notional amount equal to the refinanced Series 2009-1 and the Series 2010-2 with a combined maximum principal amount of $2.1 billion, a strike rate of 5% and expected maturity date of March 25, 2013. Additionally, Hertz sold a 5% interest rate cap for $6.2 million, with a matching notional amount and term to the HVF interest rate cap. In March 2012, an additional $250 million of the Series 2009-1 notes was issued, for which HVF and Hertz amended their interest rate cap agreements to increase the maximum notional amounts by $250 million. Also, in December 2010, the Australian Securitization was completed and our Australian operating subsidiary purchased an interest rate cap for $0.5 million, with a maximum notional amount equal to the Australian Securitization maximum principal amount of A$250 million, a strike rate of 7% and expected maturity date of December 2012. Additionally, Hertz sold a 7% interest rate cap for $0.4 million with a matching notional amount and term to the Australian operating subsidiary's interest rate cap. The fair values of all interest rate caps were calculated using a discounted cash flow method and applying observable market data (i.e. the 1-month LIBOR yield curve and credit default swap spreads). Gains and losses resulting from changes in the fair value of these interest rate caps are included in our results of operations in the periods incurred.

In connection with our acquisition of Donlen, we acquired interest rate swaps with a total notional amount of $23.2 million at June 30, 2012, associated with floating rate debt. These interest rate swaps are used to effectively convert an amount of floating rate debt into fixed rate debt. The fair values of these interest rate swaps were calculated using a discounted cash flow method and applying observable market data (i.e. the 1-month LIBOR yield curve). Gains and losses resulting from changes in the fair value of these interest rate swaps are included in our results of operations in the periods incurred (in Selling, general and administrative).

We purchase unleaded gasoline and diesel fuel at prevailing market rates and maintain a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. We currently have in place swaps to cover a portion of our fuel price exposure through May 2013. We presently hedge a portion of our overall unleaded gasoline and diesel fuel purchases with commodity swaps and have contracts in place that settle on a monthly basis. As of June 30, 2012, our outstanding commodity instruments for unleaded gasoline and diesel fuel totaled approximately 5.1 million gallons and 0.3 million gallons, respectively. The fair value of these commodity instruments was calculated using a discounted cash flow method and applying observable market data (including NYMEX RBOB Gasoline and U.S. Department of Energy surveys). Gains and losses resulting from changes in the fair value of these commodity instruments are included in our results of operations in the periods incurred.

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing locally. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to foreign exchange options are limited to the premium paid for the right to exercise the option and the future performance of the option's counterparty. Premiums paid for options outstanding as of June 30, 2012, were approximately $0.2 million. We limit counterparties to the transactions to financial institutions that have strong credit ratings. As of June 30, 2012 and December 31, 2011, the total notional amount of these foreign exchange options was $7.5 million and $9.1 million, respectively. As of June 30, 2012, these foreign exchange options mature through April 2013. The fair value of the foreign exchange options was calculated using a discounted cash flow method and applying observable market data (i.e. foreign currency exchange rates). Gains and losses resulting from changes in the fair value of these options are included in our results of operations in the periods incurred.

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations. As of June 30, 2012, the total notional amount of these forward contracts was $780.8 million, maturing within two months. The fair value of these foreign currency forward contracts was calculated based on foreign currency forward exchange rates.