Hertz Global 10Q 2022 Q1 Quarterly report

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________________________________________

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		March 31, 2022
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which Registered

Hertz Global Holdings, Inc.

Common Stock

Par value $0.01 per share

HTZ

Nasdaq Global Select

Hertz Global Holdings, Inc.

Warrants to purchase common stock

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

HTZWW

Nasdaq Global Select

The Hertz Corporation

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Hertz Global Holdings, Inc. Yes ☒ No ☐

The Hertz Corporation Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Hertz Global Holdings, Inc. Yes ☒ No ☐

The Hertz Corporation Yes ☒ No ☐

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

Hertz Global Holdings, Inc.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

☐

The Hertz Corporation

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

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

Hertz Global Holdings, Inc. Yes ☐ No ☒

The Hertz Corporation Yes ☐ No ☒

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

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

Class

Shares Outstanding as of

April 21, 2022

Hertz Global Holdings, Inc.

Common Stock,

par value $0.01 per share

412,111,348

The Hertz Corporation(1)

Common Stock,

par value $0.01 per share

100

(1)(100% owned by

Rental Car Intermediate Holdings, LLC)

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Index


		Page
Hertz Global Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021		2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021		3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and 2021		4
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2022 and 2021		5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		6
The Hertz Corporation and Subsidiaries
Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021		8
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021		9
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and 2021		10
Condensed Consolidated Statements of Changes in Stockholder's Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021		11
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021		12
Notes to the Condensed Consolidated Financial Statements
Note 1	Background	14
Note 2	Basis of Presentation	14


Note 3	Divestitures	15
Note 4	Revenue Earning Vehicles	15

Note 5	Debt	16
Note 6	Leases	20

Note 7	Income Tax (Provision) Benefit	20
Note 8	Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global	21


Note 9	Stock-Based Compensation	22
Note 10	F inancial Inst ruments	24
Note 11	Fair Value Measurements	25
Note 12	Contingencies and Off-Balance Sheet Commitments	26
Note 13	Related Party Transactions	29
Note 14	Segment Information	29


Note 15	Reorganization Items, Net	33

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)



	March 31, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	1,521	$	2,258
Restricted cash and cash equivalents:
Vehicle	301		77
Non-vehicle	300		316
Total restricted cash and cash equivalents	601		393
Total cash and cash equivalents and restricted cash and cash equivalents	2,122		2,651
Receivables:
Vehicle	93		62
Non-vehicle, net of allowance of $45 and $48, respectively	707		696
Total receivables, net	800		758
Prepaid expenses and other assets	1,331		1,017
Revenue earning vehicles:
Vehicles	12,118		10,836
Less: accumulated depreciation	(1,554)		(1,610)
Total revenue earning vehicles, net	10,564		9,226
Property and equipment, net	611		608
Operating lease right-of-use assets	1,566		1,566
Intangible assets, net	2,903		2,912
Goodwill	1,044		1,045

Total assets(1)	$	20,941	$	19,783
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:
Vehicle	$	109	$	56
Non-vehicle	566		516
Total accounts payable	675		572
Accrued liabilities	939		863
Accrued taxes, net	188		157
Debt:
Vehicle	9,098		7,921
Non-vehicle	2,984		2,986
Total debt	12,082		10,907
Public Warrants	1,272		1,324
Operating lease liabilities	1,502		1,510
Self-insured liabilities	468		463
Deferred income taxes, net	1,113		1,010



Total liabilities(1)	18,239		16,806
Commitments and contingencies	0		0



Stockholders' equity:
Preferred stock, $0.01 par value, 0 shares issued and outstanding	—		—
Common stock, $0.01 par value, 477,673,065 and 477,233,278 shares issued, respectively, and 415,256,346 and 449,782,424 shares outstanding, respectively	5		5
Treasury stock, at cost, 62,416,719 and 27,450,854 common shares, respectively	(1,430)		(708)
Additional paid-in capital	6,237		6,209
Retained earnings (Accumulated deficit)	(1,889)		(2,315)
Accumulated other comprehensive income (loss)	(221)		(214)


Total stockholders' equity	2,702		2,977
Total liabilities and stockholders' equity	$	20,941	$	19,783

(1) Hertz Global Holdings, Inc.'s consolidated total assets as of March 31, 2022 and December 31, 2021 include total assets of variable interest entities (“VIEs”) of $706 million and $734 million, respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of March 31, 2022 and December 31, 2021 include total liabilities of VIEs of $706 million and $733 million, respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions, except per share data)



	Three Months Ended March 31,
	2022		2021



Revenues	$	1,810	$	1,289
Expenses:
Direct vehicle and operating	1,053		778
Depreciation of revenue earning vehicles and lease charges, net	(59)		243
Non-vehicle depreciation and amortization	33		54
Selling, general and administrative	235		151
Interest expense, net:
Vehicle	5		104
Non-vehicle (excludes contractual interest of $53 million for the three months ended March 31, 2021)	39		44
Total interest expense, net	44		148

Other (income) expense, net	(2)		(3)
Reorganization items, net	—		42
(Gain) from the sale of a business	—		(392)
Change in fair value of Public Warrants	(50)		—
Total expenses	1,254		1,021
Income (loss) before income taxes	556		268
Income tax (provision) benefit	(130)		(79)
Net income (loss)	426		189
Net (income) loss attributable to noncontrolling interests	—		1
Net income (loss) attributable to Hertz Global	$	426	$	190



Weighted-average common shares outstanding:
Basic	432		156
Diluted	461		157
Earnings (loss) per common share:
Basic	$	0.99	$	1.22
Diluted	$	0.82	$	1.21

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)



	Three Months Ended March 31,
	2022		2021
Net income (loss)	$	426	$	189
Other comprehensive income (loss):
Foreign currency translation adjustments	(7)		17






Total other comprehensive income (loss)	(7)		17
Total comprehensive income (loss)	419		206
Comprehensive (income) loss attributable to noncontrolling interests	—		1
Comprehensive income (loss) attributable to Hertz Global	$	419	$	207

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Unaudited

(In millions)


	Preferred Stock Shares	Preferred Stock Amount		Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock Shares	Treasury Stock Amount		Stockholders' Equity Attributable to Hertz Global		Non- controlling Interests(1)		Total Stockholders' Equity
Balance as of:
December 31, 2020	—	$	—	156	$	2	$	3,047	$	(2,681)	$	(212)	2	$	(100)	$	56	$	37	$	93
Net income (loss)	—	—		—	—		—		190		—		—	—		190		(1)		189
Other comprehensive income (loss)	—	—		—	—		—		—		17		—	—		17		—		17

Stock-based compensation charges	—	—		—	—		2		—		—		—	—		2		—		2
Distributions to noncontrolling interests	—	—		—	—		—		—		—		—	—		—		(11)		(11)
March 31, 2021	—	$	—	156	$	2	$	3,049	$	(2,491)	$	(195)	2	$	(100)	$	265	$	25	$	290



	Preferred Stock Shares	Preferred Stock Amount		Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock Shares	Treasury Stock Amount		Total Stockholders' Equity
Balance as of:
December 31, 2021	—	$	—	450	$	5	$	6,209	$	(2,315)	$	(214)	27	$	(708)	$	2,977
Net income (loss)	—	—		—	—		—		426		—		—	—		426
Other comprehensive income (loss)	—	—		—	—		—		—		(7)		—	—		(7)
Net settlement on vesting of restricted stock	—	—		—	—		(4)		—		—		—	—		(4)
Stock-based compensation charges	—	—		—	—		28		—		—		—	—		28
Public Warrant exercises(2)	—	—		—	—		4		—		—		—	—		4
Share repurchases	—	—		(35)	—		—		—		—		35	(722)		(722)

March 31, 2022	—	$	—	415	$	5	$	6,237	$	(1,889)	$	(221)	62	$	(1,430)	$	2,702

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

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

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	426	$	189
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net	(20)		275
Depreciation and amortization, non-vehicle	33		54
Amortization of deferred financing costs and debt discount (premium)	11		34

Stock-based compensation charges	28		2
Provision for receivables allowance	13		29
Deferred income taxes, net	103		62


Reorganization items, net	—		(15)
(Gain) loss from the sale of a business	—		(392)

Change in fair value of Public Warrants	(50)		—
(Gain) loss on financial instruments	(44)		1

Other	(1)		(2)
Changes in assets and liabilities:
Non-vehicle receivables	(43)		(73)
Prepaid expenses and other assets	(40)		(87)
Operating lease right-of-use assets	72		78
Non-vehicle accounts payable	51		40
Accrued liabilities	124		62
Accrued taxes, net	30		36
Operating lease liabilities	(80)		(78)
Self-insured liabilities	8		(15)
Net cash provided by (used in) operating activities	621		200
Cash flows from investing activities:
Revenue earning vehicles expenditures	(2,985)		(1,517)
Proceeds from disposal of revenue earning vehicles	1,471		686
Non-vehicle capital asset expenditures	(30)		(9)
Proceeds from non-vehicle capital assets disposed of or to be disposed of	1		4


Collateral returned in exchange for letters of credit	17		—
Return of (investment in) equity investments	(15)		—
Proceeds from the sale of a business, net of cash sold	—		818

Net cash provided by (used in) investing activities	(1,541)		(18)
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	4,680		1,096
Repayments of vehicle debt	(3,492)		(946)
Proceeds from issuance of non-vehicle debt	—		560
Repayments of non-vehicle debt	(5)		(1)

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

Table of Contents

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Three Months Ended March 31,
	2022		2021
Payment of financing costs	(24)		(7)




Proceeds from exercises of Public Warrants	3		—

Share repurchases	(766)		—


Contributions from (distributions to) noncontrolling interests	—		(10)
Other	(4)		—
Net cash provided by (used in) financing activities	392		692
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(1)		(12)
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents during the period	(529)		862
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(1)	2,651		1,578
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	2,122	$	2,440

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle	$	39	$	69
Non-vehicle	17		30
Income taxes, net of refunds	6		(4)

Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	82	$	103
Sales of revenue earning vehicles included in vehicle receivables	65		119

Purchases of non-vehicle capital assets included in accounts payable	23		6
Purchases of non-vehicle capital assets included in liabilities subject to compromise	—		16
Revenue earning vehicles and non-vehicle capital assets acquired through capital lease	5		21


Public Warrant exercises	2		—
Accrual for purchases of treasury shares	10		—

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

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In millions, except par value and share data)



	March 31, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	1,520	$	2,257
Restricted cash and cash equivalents:
Vehicle	301		77
Non-vehicle	300		316
Total restricted cash and cash equivalents	601		393
Total cash and cash equivalents and restricted cash and cash equivalents	2,121		2,650
Receivables:
Vehicle	93		62
Non-vehicle, net of allowance of $45 and $48, respectively	706		695
Total receivables, net	799		757

Prepaid expenses and other assets	1,332		1,016
Revenue earning vehicles:
Vehicles	12,118		10,836
Less: accumulated depreciation	(1,554)		(1,610)
Total revenue earning vehicles, net	10,564		9,226
Property and equipment, net	611		608
Operating lease right-of-use assets	1,566		1,566
Intangible assets, net	2,903		2,912
Goodwill	1,044		1,045

Total assets(1)	$	20,940	$	19,780
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable:
Vehicle	$	109	$	56
Non-vehicle	566		516
Total accounts payable	675		572
Accrued liabilities	929		809
Accrued taxes, net	188		157
Debt:
Vehicle	9,098		7,921
Non-vehicle	2,984		2,986
Total debt	12,082		10,907
Operating lease liabilities	1,502		1,510
Self-insured liabilities	468		463
Deferred income taxes, net	1,116		1,012



Total liabilities(1)	16,960		15,430
Commitments and contingencies	0		0
Stockholder's equity:
Common stock, $0.01 par value, 3,000 shares authorized and 100 shares issued and outstanding	—		—
Additional paid-in capital	6,451		7,190

Retained earnings (Accumulated deficit)	(2,250)		(2,626)
Accumulated other comprehensive income (loss)	(221)		(214)


Total stockholder's equity	3,980		4,350
Total liabilities and stockholder's equity	$	20,940	$	19,780

(1) The Hertz Corporation's consolidated total assets as of March 31, 2022 and December 31, 2021 include total assets of VIEs of $706 million and $734 million, respectively, which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of March 31, 2022 and December 31, 2021 include total liabilities of VIEs of $706 million and $733 million, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In millions)



	Three Months Ended March 31,
	2022		2021



Revenues	$	1,810	$	1,289
Expenses:
Direct vehicle and operating	1,053		778
Depreciation of revenue earning vehicles and lease charges, net	(59)		243
Non-vehicle depreciation and amortization	33		54
Selling, general and administrative	235		151
Interest expense, net:
Vehicle	5		104
Non-vehicle (excludes contractual interest of $53 million for the three months ended March 31, 2021)	39		44
Total interest expense, net	44		148


Other (income) expense, net	(2)		(3)
Reorganization items, net	—		42
(Gain) from the sale of a business	—		(392)
Total expenses	1,304		1,021
Income (loss) before income taxes	506		268
Income tax (provision) benefit	(130)		(79)
Net income (loss)	376		189
Net (income) loss attributable to noncontrolling interests	—		1
Net income (loss) attributable to Hertz	$	376	$	190

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

(In millions)



	Three Months Ended March 31,
	2022		2021
Net income (loss)	$	376	$	189
Other comprehensive income (loss):
Foreign currency translation adjustments	(7)		17






Total other comprehensive income (loss)	(7)		17
Total comprehensive income (loss)	369		206
Comprehensive (income) loss attributable to noncontrolling interests	—		1
Comprehensive income (loss) attributable to Hertz	$	369	$	207

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Unaudited

(In millions, except share data)


	Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Stockholder's Equity Attributable to Hertz		Noncontrolling Interests(1)		Total Stockholder's Equity (Deficit)
Balance as of:
December 31, 2020	100	$	—	$	3,953	$	(3,783)	$	(212)	$	(42)	$	37	$	(5)
Net income (loss)	—	—		—		190		—		190		(1)		189
Other comprehensive income (loss)	—	—		—		—		17		17		—		17
Stock-based compensation charges	—	—		2		—		—		2		—		2
Distributions to noncontrolling interests	—	—		—		—		—		—		(11)		(11)
March 31, 2021	100	$	—	$	3,955	$	(3,593)	$	(195)	$	167	$	25	$	192


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

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

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

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

Table of Contents

THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	376	$	189
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net	(20)		275
Depreciation and amortization, non-vehicle	33		54
Amortization of deferred financing costs and debt discount (premium)	11		34

Stock-based compensation charges	28		2
Provision for receivables allowance	13		29
Deferred income taxes, net	103		62


Reorganization items, net	—		(15)
(Gain) loss from the sale of a business	—		(392)

(Gain) loss on financial instruments	(44)		1
Other	(1)		(2)
Changes in assets and liabilities:
Non-vehicle receivables	(43)		(73)
Prepaid expenses and other assets	(40)		(87)
Operating lease right-of-use assets	72		78
Non-vehicle accounts payable	51		40
Accrued liabilities	124		62
Accrued taxes, net	30		36
Operating lease liabilities	(80)		(78)
Self-insured liabilities	8		(15)
Net cash provided by (used in) operating activities	621		200
Cash flows from investing activities:
Revenue earning vehicles expenditures	(2,985)		(1,517)
Proceeds from disposal of revenue earning vehicles	1,471		686
Non-vehicle capital asset expenditures	(30)		(9)
Proceeds from non-vehicle capital assets disposed of or to be disposed of	1		4
Return of (investment in) equity investments	(15)		—

Collateral returned in exchange for letters of credit	17		—
Proceeds from the sale of a business, net of cash sold	—		818

Net cash provided by (used in) investing activities	(1,541)		(18)
Cash flows from financing activities:
Proceeds from issuance of vehicle debt	4,680		1,096
Repayments of vehicle debt	(3,492)		(946)
Proceeds from issuance of non-vehicle debt	—		560
Repayments of non-vehicle debt	(5)		(1)
Payment of financing costs	(24)		(7)

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

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THE HERTZ CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(In millions)


	Three Months Ended March 31,
	2022		2021
Dividends paid to Hertz Holdings	(767)		—
Contributions from (distributions to) noncontrolling interests	—		(10)

Net cash provided by (used in) financing activities	392		692
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(1)		(12)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period	(529)		862
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(1)	2,650		1,550
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	2,121	$	2,412

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle	$	39	$	69
Non-vehicle	17		30
Income taxes, net of refunds	6		(4)

Supplemental disclosures of non-cash information:

Purchases of revenue earning vehicles included in accounts payable, net of incentives	$	82	$	103
Sales of revenue earning vehicles included in vehicle receivables	65		119

Purchases of non-vehicle capital assets included in accounts payable	23		6
Purchases of non-vehicle capital assets included in liabilities subject to compromise	—		16
Revenue earning vehicles and non-vehicle capital assets acquired through capital lease	5		21

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1—Background

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

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

Note 2—Basis of Presentation

Basis of Presentation

This Quarterly Report on Form 10-Q combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2022 of Hertz Global and Hertz. Hertz Global consolidates Hertz for financial statement purposes, therefore, disclosures that relate to activities of Hertz also apply to Hertz Global. In the sections that combine disclosure of Hertz Global and Hertz, this report refers to actions as being actions of the Company, or Hertz Global, which is appropriate because the business is one enterprise and Hertz Global operates the business through Hertz. When appropriate, Hertz Global and Hertz are named specifically for their individual disclosures and any significant differences between the operations and results of Hertz Global and Hertz are separately disclosed and explained.

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

Certain charges related to the Chapter 11 Cases were recorded as reorganization items, net in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 pursuant to the provisions of Accounting Standards Codification (“ASC”) 852, Reorganizations. See Note 15, "Reorganization Items, Net," for additional information.

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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

In connection with the Company's emergence from Chapter 11 and how the Company's chief operating decision maker ("CODM") regularly reviews operating results and allocates resources, the Company modified its reportable segments during the second quarter of 2021, as disclosed in Note 14, "Segment Information." Additionally, beginning in second quarter 2021, non-vehicle depreciation expense is reported on a separate line item in the consolidated statement of operations. Certain prior period amounts have been reclassified to conform with current period presentation.

Principles of Consolidation

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

Note 3—Divestitures

Donlen Sale

On March 30, 2021, the Company completed the sale of substantially all of the assets and certain liabilities of its Donlen subsidiary. In the three months ended March 31, 2021, the Company recognized a pre-tax gain in its corporate operations of $392 million, net of the impact of foreign currency adjustments, subject to certain post-closing adjustments in the second quarter of 2021.

Note 4—Revenue Earning Vehicles

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



(In millions)	March 31, 2022		December 31, 2021
Revenue earning vehicles	$	11,624	$	10,506
Less accumulated depreciation	(1,437)		(1,518)
	10,187		8,988
Revenue earning vehicles held for sale, net(1)	377		238
Revenue earning vehicles, net	$	10,564	$	9,226

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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


	Three Months Ended March 31,
(In millions)	2022		2021
Depreciation of revenue earning vehicles	$	322	$	265
(Gain) loss on disposal of revenue earning vehicles	(387)		(33)
Rents paid for vehicles leased	6		11
Depreciation of revenue earning vehicles and lease charges, net	$	(59)	$	243

Note 5—Debt

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



Facility	Weighted-Average Interest Rate as of March 31, 2022	Fixed or Floating Interest Rate	Maturity	March 31, 2022		December 31, 2021
Non-Vehicle Debt
Term B Loan	3.75%	Floating	6/2028	$	1,290	$	1,294
Term C Loan	3.75%	Floating	6/2028	245		245
Senior Notes Due 2026	4.63%	Fixed	12/2026	500		500
Senior Notes Due 2029	5.00%	Fixed	12/2029	1,000		1,000
First Lien RCF	N/A	Floating	6/2026	—		—
Other Non-Vehicle Debt(1)	7.98%	Fixed	Various	15		16
Unamortized Debt Issuance Costs and Net (Discount) Premium				(66)		(69)
Total Non-Vehicle Debt				2,984		2,986
Vehicle Debt
HVF III U.S. ABS Program
HVF III U.S. Vehicle Variable Funding Notes
HVF III Series 2021-A Class A(2)	1.77%	Floating	6/2023	1,423		2,813
HVF III Series 2021-A Class B(2)	3.65%	Fixed	6/2023	188		188
				1,611		3,001
HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2021-1(2)	1.66%	Fixed	12/2024	2,000		2,000
HVF III Series 2021-2(2)	2.12%	Fixed	12/2026	2,000		2,000
HVF III Series 2022-1(2)	2.07%	Fixed	6/2025	653		—
HVF III Series 2022-2(2)	2.42%	Fixed	6/2027	653		—
HVF III Series 2022-3(2)	3.53%	Fixed	3/2024	333		—
HVF III Series 2022-4(2)	3.87%	Fixed	9/2025	580		—
HVF III Series 2022-5(2)	4.03%	Fixed	9/2027	317		—
				6,536		4,000
Vehicle Debt - Other
European ABS(2)	1.80%	Floating	10/2023	418		395
Hertz Canadian Securitization(2)	2.85%	Floating	1/2023	216		191
Australian Securitization(2)	1.67%	Floating	4/2024	135		128

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited



Facility	Weighted-Average Interest Rate as of March 31, 2022	Fixed or Floating Interest Rate	Maturity	March 31, 2022		December 31, 2021
New Zealand RCF	3.94%	Floating	6/2022	42		39
U.K. Financing Facility	4.25%	Floating	4/2022-3/2025	90		98
U.K. Toyota Financing Facility	2.20%	Floating	8/2022-2/2023	8		9
Other Vehicle Debt	2.90%	Floating	4/2022-3/2025	94		93
				1,003		953
Unamortized Debt Issuance Costs and Net (Discount) Premium				(52)		(33)
Total Vehicle Debt				9,098		7,921
Total Debt				$	12,082	$	10,907

(1)Other non-vehicle debt is primarily comprised of $11 million and $12 million in capital lease obligations as of March 31, 2022 and December 31, 2021, respectively.

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

Non-vehicle Debt

In March 2022, the First Lien RCF was amended to (i) increase the aggregate committed amount from $1.3 billion to $1.5 billion, (ii) increase the sublimit for letters of credit from $1.1 billion to $1.4 billion and (iii) change the benchmark from USD LIBOR to the Secured Overnight Financing Rate ("SOFR") based rate.

Vehicle Debt

HVF III U.S. ABS Program

HVF III Series 2021-A Notes: In March 2022, the Series 2021-A Notes were amended to increase the maximum principal amount from $3.0 billion to $3.2 billion.

HVF III Series 2022-1 Notes: In January 2022, Hertz issued the Series 2022-1 Notes in four classes (Class A, Class B, Class C and Class D) in an aggregate principal amount of $750 million.

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

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

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

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

HVF III Various Series 2022 Class D Notes: At the time of the respective HVF III initial offerings disclosed above, an affiliate of HVF III purchased the Class D Notes. Accordingly, the related principal amounts below are eliminated in consolidation as of March 31, 2022.


(In millions)	Aggregate Principal Amount

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

Vehicle Debt-Other

Australian Securitization

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

New Zealand RCF

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

U.K. Financing Facility

In April 2022, Hertz U.K. Limited amended the U.K. Financing Facility to provide for aggregate maximum borrowings of up to £120 million, for a seasonal commitment period through October 2022. Following the expiration of the seasonal commitment period, aggregate maximum borrowings will revert to £100 million. Additionally, the U.K. Financing Facility was amended to extend the maturity of the aggregate maximum borrowings of £100 million to October 2023.

U.K. Toyota Financing Facility

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

Borrowing Capacity and Availability

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time).

The following facilities were available to the Company as of March 31, 2022 and are presented net of any outstanding letters of credit:



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


First Lien RCF	$	1,138	$	1,138
Total Non-Vehicle Debt	1,138		1,138
Vehicle Debt
HVF III Series 2021-A	1,595		—

European ABS	413		—
Hertz Canadian Securitization	64		—
Australian Securitization	53		—

U.K. Financing Facility	41		—
U.K. Toyota Financing Facility	25		6
Total Vehicle Debt	2,191		6
Total	$	3,329	$	1,144

Letters of Credit

As of March 31, 2022, there were outstanding standby letters of credit totaling $585 million comprised primarily of $232 million issued under the Term C Loan and $337 million were issued under the First Lien RCF. As of March 31, 2022, there remains $13 million of capacity to issue letters of credit under the Term C Loan. Such letters of credit have been issued primarily to support the Company's insurance programs and to provide credit enhancement for the Company's asset-backed securitization facilities, as well as to support the Company's vehicle rental concessions and leaseholds. As of March 31, 2022, none of the issued letters of credit have been drawn upon.

Pledges Related to Vehicle Financing

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

The Company has a 25% ownership interest in IFF No. 2, whose sole purpose is to provide commitments to lend under the European ABS in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF No. 2 is a VIE and the Company is the primary beneficiary; therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the accompanying unaudited condensed consolidated financial statements. As of March 31, 2022 and December 31, 2021, IFF No. 2 had total assets of $706 million and $734 million, respectively, comprised primarily of intercompany receivables, and total liabilities of $706 million and $733 million, respectively, comprised primarily of debt.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Covenant Compliance

The First Lien Credit Agreement requires Hertz to comply with the following financial covenant: a First Lien Ratio of less than or equal to 3.00 to 1.00 in the first and last quarters of the calendar year and 3.50 to 1.00 in the second and third quarters of the calendar year. The financial covenant disclosed above was effective beginning in the third quarter of 2021. As of March 31, 2022, Hertz was in compliance with the First Lien Ratio.

In addition to financial covenants, the First Lien Credit Agreement contains customary affirmative covenants including, among other things, the delivery of quarterly and annual financial statements and compliance certificates, conduct of business, maintenance of property and insurance, compliance with environmental laws and the granting of security interest for the benefit of the secured parties under that agreement on after-acquired real property, fixtures and future subsidiaries. The First Lien Credit Agreement also contains customary negative covenants, including, among other things, restrictions on the incurrence of liens, indebtedness, asset dispositions and restricted payments. As of March 31, 2022, the Company was in compliance with all covenants in the First Lien Credit Agreement.

Note 6—Leases

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



	Three Months Ended March 31,
(In millions)	2022		2021
Operating lease income from vehicle rentals	$	1,721	$	1,099
Operating lease income from fleet leasing	—		149
Variable operating lease income	44		1
Revenue accounted for under Topic 842	1,765		1,249
Revenue accounted for under Topic 606	45		40
Total revenues	$	1,810	$	1,289

Note 7—Income Tax (Provision) Benefit

Hertz Global

The effective tax rate is 23% and 29% for the three months ended March 31, 2022 and 2021, respectively. Hertz Global recorded a tax provision of $130 million and $79 million for the three months ended March 31, 2022 and 2021, respectively. The increase in the tax provision for three months ended March 31, 2022 compared to the 2021 period is driven primarily by improvements in Hertz Global's financial performance and changes in the mix of earnings and losses for jurisdictions for which no tax benefit can be recognized.

As of March 31, 2022, the Company has approximately $670 million gross, or $141 million U.S. federal tax effected, of capital loss carryforward relating to a European restructuring for which a full valuation allowance is recorded. The Company filed a request for a pre-filing agreement with the Internal Revenue Service ("IRS") in December 2021, to determine whether the capital loss on European restructuring qualifies as an ordinary loss. During the first quarter of 2022, the Company received notice from the IRS of its acceptance of this request. A favorable outcome from this proceeding could result in a full or partial release of the valuation allowance.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

Hertz

The effective tax rate is 26% and 29% for the three months ended March 31, 2022 and 2021, respectively. Hertz recorded a tax provision of $130 million and $79 million for the three months ended March 31, 2022 and 2021, respectively. The increase in the tax provision in the three months ended March 31, 2022 compared to the 2021, period is driven primarily by improvements in Hertz's financial performance and changes in the mix of earnings and losses for jurisdictions for which no tax benefit can be recognized.

As of March 31, 2022, the Company has approximately $670 million gross, or $141 million U.S. federal tax effected, of capital loss carryforward relating to a European restructuring for which a full valuation allowance is recorded. The Company filed a request for a pre-filing agreement with the IRS in December 2021, to determine whether the capital loss on European restructuring qualifies as an ordinary loss. During the first quarter of 2022, the Company received notice from the IRS of its acceptance of this request. A favorable outcome from this proceeding could result in a full or partial release of the valuation allowance.

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

Public Warrants

During the three months ended March 31, 2022, 145,190 Public Warrants were exercised of which 33,427 were cashless exercises and 111,763 were exercised for $13.80 per share. As of March 31, 2022, a cumulative 6,185,470 Public Warrants have been exercised since their original issuance in June 2021. The Public Warrants are recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. See Note 11, "Fair Value Measurements."

Share Repurchase Program for Common Stock

In November 2021, Hertz Global's Board of Directors approved a share repurchase program that authorizes the repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock. Between January 1, 2022 and March 31, 2022, a total of 34,964,965 shares of Hertz Global's common stock were repurchased at an average share price of $20.65 resulting in an aggregate purchase price of $722 million. These amounts are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of March 31, 2022. Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

Between April 1, 2022 and April 21, 2022, a total of 3,159,382 shares of Hertz Global's common stock were repurchased at an average share price of $22.16 resulting in an aggregate purchase price of $70 million, resulting in a total of 55,230,373 shares of Hertz Global's common stock repurchased for a total of $1.2 billion since the inception of the program.

Computation of Earnings (Loss) Per Common Share

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

For the three months ended March 31, 2022, the diluted weighted-average shares outstanding included the dilutive impact of Public Warrants where the Company assumed share settlement of the Public Warrants as of the beginning of the reporting period. Additionally, the Company removes the change in fair value of Public Warrants when computing diluted earnings (loss) per common share, when the impact of Public Warrants is dilutive.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited

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



	Three Months Ended March 31,
(In millions, except per share data)	2022		2021
Numerator:


Net income (loss) attributable and available to Hertz Global common stockholders, basic	$	426	$	190
Change in fair value of Public Warrants	(50)		—

Net income (loss) available to Hertz Global common stockholders, diluted	$	376	$	190
Denominator:


Basic weighted-average common shares outstanding	432		156
Dilutive effect of stock options, RSUs and PSUs	—		1
Dilutive effect of Public Warrants	29		—
Diluted weighted-average shares outstanding	461		157

Antidilutive stock options, RSUs and PSUs	5		1
Total antidilutive	5		1
Earnings (loss) per common share:
Basic	$	0.99	$	1.22
Diluted	$	0.82	$	1.21

Note 9—Stock-Based Compensation

During the fourth quarter of 2021, Hertz Global's Board of Directors approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of March 31, 2022, 42,173,566 shares of the Company's common stock are authorized and remain available for future grants under the 2021 Omnibus Plan.

During the three months ended March 31, 2022, compensation expense of $27 million, net of $1 million tax benefit, was recognized for grants under the 2021 Omnibus Plan and recorded in selling, general and administrative expense in the accompany unaudited condensed consolidated income statement. As of March 31, 2022, there was $304 million of total unrecognized compensation cost expected to be recognized over the remaining 2.7 years, on a weighted average basis, of the requisite service period that began on the grant dates.

Stock Options

A summary of stock option activity as of March 31, 2022 is presented below:


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2021	3,678,855	$	26.17	9.9	$	—
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited or Expired	(65,720)	26.17		—	—
Outstanding as of March 31, 2022	3,613,135	26.17		9.6	—
Exercisable as of March 31, 2022	(26,440)	26.17		9.6	—
Non-vested as of March 31, 2022	3,586,695

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Performance Stock Units ("PSUs")

A summary of the PSU activity as of March 31, 2022 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2021	—	$	—	$	—
Granted	9,929,111	17.73		—
Vested	—	—		—
Forfeited or Expired	—	—		—
Outstanding as of March 31, 2022	9,929,111	17.73		220

Compensation expense for PSUs is based on the grant date fair value. For grants issued in 2022, vesting eligibility is based on market, performance and service conditions of three to five years. Certain of these PSUs were valued on the grant date using a Monte Carlo simulation model that incorporates the assumptions noted in the following table:


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

Restricted Stock and Restricted Stock Units ("RSUs")

A summary of RSU activity as of March 31, 2022 is presented below:


	Shares	Weighted- Average Fair Value		Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2021	1,726,286	$	26.17	$	43
Granted	3,354,079	20.60		—
Vested	(508,813)	26.17		—
Forfeited or Expired	(21,907)	26.17		—
Outstanding as of March 31, 2022	4,549,645	22.06		101

Additional information pertaining to RSU activity is as follows:


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

For RSU grants issued in 2022, the vesting period is three years. For RSU grants issued in 2021, the vesting period is three years except for 500,000 shares that vested in the first quarter of 2022 and 100,000 shares which vest in the fourth quarter of 2022.

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Deferred Stock Units

As of March 31, 2022, there were approximately 35,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.

Note 10—Financial Instruments

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

None of the Company's financial instruments have been designated as hedging instruments as of March 31, 2022 and December 31, 2021.

Interest Rate Risk

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

Currency Exchange Rate Risk

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

Fair Value

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


	Fair Value of Financial Instruments
	Asset Derivatives(1)				Liability Derivatives(1)
(In millions)	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Interest rate instruments	$	60	$	12	$	—	$	—
Foreign currency forward contracts	2		1		3		2
Total	$	62	$	13	$	3	$	2

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

During the first quarter of 2022, the Company recognized a gain of $44 million on interest rate instruments which was recorded in vehicle interest expense, net in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2022. The amounts recognized in income for derivative instruments were not material for the three months ended March 31, 2021.

The Company's foreign currency forward contracts and certain interest rate instruments are subject to enforceable master netting agreements with their counterparties. The Company does not offset such derivative assets and

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liabilities in its unaudited condensed consolidated balance sheets, and the potential effect of the Company’s use of the master netting arrangements is not material.

Note 11—Fair Value Measurements

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

Fair Value Disclosures

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

Debt Obligations

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



	March 31, 2022				December 31, 2021
(In millions)	Nominal Unpaid Principal Balance		Aggregate Fair Value		Nominal Unpaid Principal Balance		Aggregate Fair Value
Non-Vehicle Debt	$	3,050	$	2,921	$	3,055	$	3,065
Vehicle Debt	9,150		8,852		7,954		7,908
Total	$	12,200	$	11,773	$	11,009	$	10,973

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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


	March 31, 2022								December 31, 2021
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets:
Cash equivalents and restricted cash equivalents	$	1,130	$	—	$	—	$	1,130	$	1,678	$	—	$	—	$	1,678

Liabilities:
Public Warrants	$	1,272	$	—	$	—	$	1,272	$	1,324	$	—	$	—	$	1,324

Cash Equivalents and Restricted Cash Equivalents

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

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Public Warrants

Hertz Global's Public Warrants are classified as liabilities at fair value in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity. See Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information. The Company calculates the fair value based on the end-of-day quoted market price, a Level 1 input of the fair value hierarchy. For the three months ended March 31, 2022, the fair value adjustment was a gain of $50 million and is recorded in change in fair value of Public Warrants in the accompanying unaudited condensed consolidated statement of operations for Hertz Global for the three months ended March 31, 2022.

Financial Instruments

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

Note 12—Contingencies and Off-Balance Sheet Commitments

Legal Proceedings

Self-Insured Liabilities

The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and international vehicles, as stated in the accompanying unaudited condensed consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. As of March 31, 2022 and December 31, 2021, the Company's liability recorded for self-insured liabilities is $468 million and $463 million, respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties. The adequacy of the liability is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

Loss Contingencies

From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business, including claims by employees, former employees and governmental investigations. The Company has summarized below the material legal proceedings to which the Company was a party during the three months ended March 31, 2022 or the period after March 31, 2022, but before the filing of this Quarterly Report.

Make-Whole and Post-Petition Interest Claims - On July 1, 2021, Wells Fargo Bank, N.A., in its capacity as indenture trustee of (1) 6.250% Unsecured Notes due 2022 (the "2022 Notes"), (2) 5.500% Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125% Unsecured Notes due 2026 (the "2026 Notes"), and (4) 6.000% Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the “Notes”), filed a complaint (the “Complaint”) against The Hertz Corporation, Dollar Rent A Car, Inc., Dollar Thrifty Automotive Group, Inc., Donlen Corporation, DTG Operations, Inc., DTG Supply, LLC, Firefly Rent A Car LLC, Hertz Car Sales LLC, Hertz Global Services Corporation, Hertz Local Edition Corp., Hertz Local Edition Transporting, Inc., Hertz System, Inc., Hertz Technologies, Inc., Hertz Transporting, Inc., Rental Car Group Company, LLC, Smartz Vehicle Rental Corporation, Thrifty Car Sales, Inc., Thrifty, LLC, Thrifty

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Insurance Agency, Inc., Thrifty Rent A Car System, LLC, and TRAC Asia Pacific, Inc. (collectively referred to in this summary as “Defendants”). The filing of the Complaint initiated the adversary proceeding captioned Wells Fargo Bank, National Association v. The Hertz Corporation, et al. pending in the United States Bankruptcy Court for the District of Delaware, Adv. Pro. No. 21-50995 (MFW). The Complaint seeks a declaratory judgment that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that they assert total $271,684,720 plus interest at the contractual default rate or in the alternative are entitled to payment post-petition interest at the applicable contractual rate that they assert totals $124,512,653 plus interest at the New York statutory rate. On July 2, 2021, Defendants were summoned to file a motion or answer to the Complaint within 30 days. On August 2, 2021, the Defendants filed a motion to dismiss both counts for declaratory judgment, which was argued before Judge Walrath on November 9, 2021. On December 22, 2021, the Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on the 2022 and 2024 Notes and (ii) post-petition interest at the contract rate. As a result, only Wells Fargo’s claims for a redemption premium with respect to the 2026 and 2028 Senior Notes now remain. Additionally, note holders that elected to participate in the rights offering held in June 2021 (the "2021 Rights Offering") waived their right to collect on the make whole premium. Therefore, since some of the 2026 and 2028 note holders elected to participate in the 2021 Rights Offering, the total amount which may be owed with respect to the asserted make whole premium for those series of notes will be reduced further. The Defendants dispute that any such amounts are owed and intend to respond and otherwise vigorously defend claims set forth therein. The Company cannot predict the outcome or timing of this litigation.

There is a potential that the Bankruptcy Court's decision could be appealed and overturned. In that instance, some creditors in the Chapter 11 Cases may assert that the Company owes additional interest and, in certain cases, additional make whole or other premiums. These claims could be material. The Company retains all rights with respect to any such asserted amounts and intends to vigorously defend against any such asserted claims. There can be no assurance regarding the outcome of any of the litigation regarding the validity or, if deemed valid, the amount of any such additional asserted interest and make whole claims and as such, the Company cannot predict the outcome or timing of any such litigation.

The Company maintains an internal compliance program through which it from time to time identifies potential violations of laws and regulations applicable to the Company. When the Company identifies such matters, the Company conducts an internal investigation and otherwise cooperates with governmental authorities, as appropriate.

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

Other Proceedings

Litigation Against Former Executives - The Company filed litigation in the U.S. District Court for the District of New Jersey against Mark Frissora, Elyse Douglas and John Jefferey Zimmerman on March 25, 2019, and in state court in Florida against Scott Sider on March 28, 2019, all of whom were former executive officers of Old Hertz Holdings. The complaints predominantly allege breach of contract and seek repayment of incentive-based compensation received by the defendants in connection with restatements included in the Old Hertz Holdings Form 10-K for the year ended December 31, 2014 and related accounting for prior periods. The Company is also seeking recovery for the costs of the SEC investigation that resulted in an administrative order on December 31, 2018 with respect to events generally involving the restatements included in Old Hertz Holdings Form 10-K for the year ended December

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31, 2014 and other damages resulting from the necessity of the restatements. The Company is pursuing these legal proceedings in accordance with its clawback policy and contractual rights. In October 2019, the Company entered into a confidential Settlement Agreement with Elyse Douglas. In September and October 2020, the judge in the New Jersey action entered orders requiring the parties and applicable insurers to attend and participate in mediation. The attorneys in the Florida action voluntarily agreed to participate in the same mediation which was held on November 30, 2020. The mediation was unsuccessful, but settlement discussions continued and, on April 14, 2021, the Bankruptcy Court approved a Settlement Agreement between the Company and Scott Sider. The Florida action is now closed. On December 29, 2021, the Company entered into a settlement agreement with Jeff Zimmerman, leaving Mark Frissora as the sole remaining defendant in this litigation. Fact discovery has now been completed in the New Jersey action and the case will proceed to the pre-trial phase of experts’ reports and experts’ depositions. Pursuant to the agreements governing the separation of Herc Holdings from Hertz Global that occurred on June 30, 2016, Herc Holdings is entitled to 15% of the net proceeds of any repayment or recovery.

Claims Relating to Alleged False Arrests - As a large company, we are subject to various proceedings, lawsuits, disputes, inquiries, and claims arising in the ordinary course of our business. One series of claims involves claimants seeking monetary damages from the Company in connection with allegations that police detained or arrested them in error after the Company reported their rental cars as stolen. The claims arise from activities alleged to have occurred prior to the Company’s emergence from its bankruptcy reorganization. The overwhelming majority of these cases involve vehicles that were not returned to the Company within a reasonable time period following their contracted return date. These claims have been the subject of press coverage and the Company has received inquiries on the matter from certain elected officials. The Company will continue to defend itself as appropriate and has established policies to help ensure proper treatment of its customers as well as to prosecute those involved in the theft of services or assets of the Company. We currently believe that the eventual outcome of these claims will not have a materially adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Indemnification Obligations

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

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Note 13—Related Party Transactions

Transactions and Agreements between Hertz Holdings and Hertz

In May 2021, upon expiration of a loan originated in May 2020 with Hertz Holdings, Hertz entered into a new master loan agreement with Hertz Holdings for a facility size of $25 million with an expiration in May 2022 (the "2021 Master Loan"). The interest rate is based on the U.S. Dollar LIBOR rate plus a margin. As of December 31, 2021, there was no outstanding balance under the 2021 Master Loan. As of March 31, 2022, there is no outstanding balance under the 2021 Master Loan.

767 Auto Leasing LLC

In January 2018, Hertz entered into a Master Motor Vehicle Lease and Management Agreement (the “767 Lease Agreement”) pursuant to which Hertz granted 767 Auto Leasing LLC (“767”), an entity affiliated with a related party until May 2020, the option to acquire certain vehicles from Hertz. During the three months ended March 31, 2021, 767 distributed $10 million to American Entertainment Properties Corp. along with the return of certain vehicles. The 767 Lease Agreement was terminated effective October 31, 2021. Prior to the termination of the 767 Lease Agreement, the Company determined that it was the primary beneficiary of 767 due to its power to direct the activities of 767 that most significantly impacted 767's economic performance and the Company's obligation to absorb 25% of 767's gains/losses and, accordingly, 767 was consolidated by the Company as a VIE.

Note 14—Segment Information

The Company’s CODM assesses performance and allocates resources based upon the financial information for the Company’s reportable segments. In the second quarter of 2021, in connection with the emergence from Chapter 11 and changes in how the Company's CODM regularly reviews operating results and allocates resources, the Company revised its reportable segments to include Canada, Latin America and the Caribbean in its Americas RAC reportable segment, which were previously included in its International RAC reportable segment. Accordingly, prior periods have been restated to conform with the revised presentation. The Company has identified 2 reportable segments, which are consistent with its operating segments and organized based on the products and services provided and the geographic areas in which business is conducted, as follows:

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

•International RAC – rental and leasing of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services internationally and consists primarily of the Company's Europe and other international locations.

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

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

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


	Three Months Ended March 31,
(In millions)	2022		2021
Revenues
Americas RAC	$	1,558	$	967
International RAC	252		186
Total reportable segments	1,810		1,153
All other operations(1)	—		136
Total Hertz Global and Hertz	$	1,810	$	1,289
Depreciation of revenue earning vehicles and lease charges, net
Americas RAC	$	(93)	$	210
International RAC	34		33


Total Hertz Global and Hertz	$	(59)	$	243

Adjusted EBITDA
Americas RAC	$	641	$	26
International RAC	27		(8)
Total reportable segments	668		18
All other operations(1)	—		13
Corporate	(54)		(29)
Total Hertz Global and Hertz	$	614	$	2

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


	As of
(In millions)	March 31, 2022		December 31, 2021
Revenue earning vehicles, net
Americas RAC	$	9,247	$	7,897
International RAC	1,317		1,329
Total Hertz Global and Hertz	$	10,564	$	9,226
Total assets
Americas RAC	$	15,959	$	14,352
International RAC	3,004		2,978
Total reportable segments	18,963		17,330

Corporate	1,978		2,453
Total Hertz Global(1)	20,941		19,783
Corporate - Hertz	(1)		(3)
Total Hertz(1)	$	20,940	$	19,780

(1) The consolidated total assets of Hertz Global and Hertz as of March 31, 2022 and December 31, 2021 include total assets of VIEs of $706 million and $734 million, respectively, which can only be used to settle obligations of the VIEs. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.

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

Hertz Global



	Three Months Ended March 31,
(In millions)	2022		2021
Adjusted EBITDA:
Americas RAC	$	641	$	26
International RAC	27		(8)
Total reportable segments	668		18
All other operations(1)	—		13
Corporate(2)	(54)		(29)
Total Hertz Global	614		2
Adjustments:
Non-vehicle depreciation and amortization	(33)		(54)
Non-vehicle debt interest, net	(39)		(44)
Vehicle debt-related charges(3)	(7)		(28)

Restructuring and restructuring related charges(4)	(6)		(12)

Information technology and finance transformation costs(5)	1		(6)
Reorganization items, net(6)	—		(42)
Pre-reorganization charges and non-debtor financing charges(7)	—		(23)
Gain from the Donlen Sale(8)	—		392
Change in fair value of Public Warrants(9)	50		—
Unrealized gains (losses) on financial instruments(10)	44		—
Other items(11)	(68)		83
Income (loss) before income taxes	$	556	$	268

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Hertz



	Three Months Ended March 31,
(In millions)	2022		2021
Adjusted EBITDA:
Americas RAC	$	641	$	26
International RAC	27		(8)
Total reportable segments	668		18
All other operations(1)	—		13
Corporate(2)	(54)		(29)
Total Hertz	614		2
Adjustments:
Non-vehicle depreciation and amortization	(33)		(54)
Non-vehicle debt interest, net	(39)		(44)
Vehicle debt-related charges(3)	(7)		(28)

Restructuring and restructuring related charges(4)	(6)		(12)


Information technology and finance transformation costs(5)	1		(6)
Reorganization items, net(6)	—		(42)
Pre-reorganization charges and non-debtor financing charges(7)	—		(23)
Gain from the Donlen Sale(8)	—		392
Unrealized gains (losses) on financial instruments(10)	44		—
Other items(11)	(68)		83
Income (loss) before income taxes	$	506	$	268

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

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

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

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

(5)Represents costs associated with the Company’s information technology and finance transformation programs, both of which were multi-year initiatives to upgrade and modernize the Company’s systems and processes.

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

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

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

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

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

(11)Represents miscellaneous items. For the three months ended March 31, 2022, primarily includes bankruptcy claims, certain non-cash stock-based compensation charges, certain professional fees and charges related to the settlement of bankruptcy claims. For three months ended March 31, 2021, includes $100 million associated with the suspension of depreciation for the Donlen business while classified as held for sale, partially offset by charges for a multiemployer pension plan withdrawal liability.

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Note 15—Reorganization Items, Net

The Debtors incurred incremental costs as a result of the Chapter 11 Cases and settlement of liabilities under the Plan of Reorganization which were recorded as reorganization items, net in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2021.

During the three months ended March 31, 2021, the Company incurred $42 million of charges primarily for professional fees of $57 million, partially offset by $15 million in write-offs for certain pre-petition claims and lease settlements. During the three months ended March 31, 2021, cash payments were $58 million for reorganization items. There were no cash payments for the three months ended March 31, 2022. As of March 31, 2022 and December 31, 2021, $25 million was recorded in accounts payable in the accompanying unaudited condensed consolidated balance sheet.

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THE HERTZ CORPORATION AND SUBSIDIARIES

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

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

The statements in this MD&A regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. The following MD&A provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operations.

This MD&A should be read in conjunction with the MD&A presented in our 2021 Form 10-K together with the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” Part II, Item 1A, "Risk Factors,” and our unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (this "Quarterly Report"), which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated financial statements and the accompanying notes including revenue earning vehicle depreciation and various claims and contingencies related to lawsuits, taxes and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and our knowledge of actions that we may undertake in the future in determining the estimates that will affect our unaudited condensed consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe to be appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates.

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

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

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

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

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

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

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

OUR COMPANY

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

OVERVIEW OF OUR BUSINESS AND OPERATING ENVIRONMENT

Impact of COVID-19 on our Business Environment

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

Voluntary Petitions for Bankruptcy and Emergence

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

Our Business

We are engaged principally in the business of renting vehicles primarily through our Hertz, Dollar and Thrifty brands. Our profitability is primarily a function of the volume, mix and pricing of rental transactions and the utilization of vehicles, the related ownership cost of vehicles and other operating costs. Significant changes in the purchase price or residual values of vehicles or interest rates can have a significant effect on our profitability depending on our ability to adjust pricing for these changes. We continue to balance our mix of non-program and program vehicles based on market conditions, including residual values. Our business requires significant expenditures for vehicles, and as such, we require substantial liquidity to finance such expenditures.

Our strategy is focused on excellence in execution of our rental operations, electrification of the fleet, shared mobility, connected cars and exiting vehicles from the fleet directly to consumers. Our revenues are primarily derived from rental and related charges and consist of worldwide vehicle rental revenues from all company-operated vehicle rental operations and charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling of vehicles and revenues associated with value-added services, including the sale of loss or collision damage waivers, theft protection, liability and personal accident/effects insurance coverage, premium emergency roadside service and other products and fees. Also included are ancillary revenues associated with retail vehicle sales and certain royalty fees from our franchisees (such fees are less than 2% of total revenues each period).

Our expenses primarily consist of:

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

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

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

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

•Interest expense, net.

Our vehicle rental operations are a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months ("our peak season") for the majority of countries where we generate our revenues. To accommodate increased demand, we increase our available fleet and staff. As demand declines, fleet and staff are decreased accordingly. A number of our other major operating costs, including

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

airport concession fees, commissions and vehicle liability expenses, are directly related to revenues or transaction volumes. We also maintain a flexible workforce, with a significant number of part-time and seasonal workers. Certain operating expenses, including real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, and minimum staffing costs, remain fixed and cannot be adjusted for demand.

Our Reportable Segments

In the second quarter of 2021, in connection with our emergence from Chapter 11, and changes in how our CODM regularly reviews operating results and allocates resources, we revised our reportable segments to include Canada, Latin America and the Caribbean in our Americas RAC reportable segment, which were previously included in our International RAC reportable segment. Accordingly, prior periods have been restated to conform with the revised presentation. We have identified two reportable segments, which are consistent with our operating segments and organized based on the products and services provided and the geographic areas in which business is conducted, as follows:

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

•International RAC – Rental and leasing of vehicles, as well as sales of value-added services, internationally and consists primarily of our Europe and other international locations.

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

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

Three Months Ended March 31, 2022 Operating Overview

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

The following charts provide several key factors influencing our results for the three months ended March 31, 2022 and 2021.

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

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

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Critical Accounting Estimates

The continued uncertainty of the duration and impact from COVID-19 could have a material impact to certain critical accounting estimates, and as a result, may have an adverse impact on our future operating results.

Revenue Earning Vehicles

Our principal assets are revenue earning vehicles, which represent approximately 58% of our total assets as of March 31, 2022. As a result of a semiconductor microchip manufacturing shortage and associated impacts to residual values, changes in these variables could cause a material change in our estimates regarding depreciation expense.

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ



	Three Months Ended March 31,				Percent Increase/(Decrease)
($ In millions)	2022		2021
Total revenues	$	1,810	$	1,289	40%
Direct vehicle and operating expenses	1,053		778		35
Depreciation of revenue earning vehicles and lease charges, net	(59)		243		NM
Non-vehicle depreciation and amortization	33		54		(39)
Selling, general and administrative expenses	235		151		56
Interest expense, net:
Vehicle	5		104		(95)
Non-vehicle	39		44		(10)
Interest expense, net	44		148		(70)


Other (income) expense, net	(2)		(3)		(44)
Reorganization items, net	—		42		(100)
(Gain) from the sale of a business	—		(392)		(100)
Income (loss) before income taxes	506		268		89
Income tax (provision) benefit	(130)		(79)		65
Net income (loss)	376		189		99
Net (income) loss attributable to noncontrolling interests	—		1		(100)
Net income (loss) attributable to Hertz	$	376	$	190	98
Adjusted Corporate EBITDA(a)	$	614	$	2	NM

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

NM - Not meaningful

Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021

Total revenues increased $522 million in the first quarter of 2022 compared to 2021 due primarily to increased travel demand resulting from the easing of government-imposed travel restrictions, where there was an increase of $591 million and $67 million in our Americas RAC and International RAC segments, respectively, partially offset by a decrease of $136 million in All other operations. Americas RAC revenues increased due primarily to higher volume and pricing. Excluding a $17 million fx impact, revenues for our International RAC segment increased $83 million due primarily to higher pricing and volume. All other operations decreased due to the Donlen Sale in the first quarter of 2021.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

DOE increased $275 million in the first quarter of 2022 compared to 2021 due primarily to an increase of $262 million and $26 million in our Americas RAC and International RAC segments, respectively. DOE in our Americas RAC segment increased due primarily to higher volume driven by increased travel demand. Excluding a $10 million fx impact, DOE in our International RAC segment increased $37 million due primarily to higher volume driven by the increased travel demand discussed above.

Depreciation of revenue earning vehicles and lease charges, net decreased $302 million in the first quarter of 2022 compared to 2021 due primarily to a decrease of $303 million in our Americas RAC segment. The decrease in our Americas RAC segment was due primarily to strength in residual values and longer vehicle holding periods resulting in an increase in vehicles that were fully depreciated and an increase in gains recognized on the disposition of vehicles.

Non-vehicle depreciation and amortization decreased $21 million in the first quarter of 2022 compared to 2021 due primarily to lower depreciation expense resulting from fully depreciated intangible assets related to concession rights in our Americas RAC segment.

SG&A increased $84 million in the first quarter of 2022 compared to 2021 due primarily to bankruptcy claims and non-cash stock-based compensation costs in Corporate, increased advertising spend in our Americas RAC segment and increased facility costs in our International RAC segment, partly offset by decreased personnel costs.

Vehicle interest expense, net decreased $99 million in the first quarter of 2022 compared to 2021 due primarily to lower average rates from the issuance of HVF III ABS Notes and the payoff and termination of HVF II debt in accordance with the Plan of Reorganization in 2021 and $44 million of unrealized gains on interest rate caps on the HVF III ABS Notes primarily in our Americas RAC segment.

Non-vehicle interest expense, net decreased $4 million in the first quarter of 2022 compared to 2021 due primarily to lower average interest rates partially offset by higher debt levels.

In the first quarter of 2021, we incurred $42 million of net reorganization charges in our corporate operations primarily for professional fees associated with the Chapter 11 Cases.

The effective tax rate was 26% and 29% in the first quarter of 2022 and 2021, respectively, and we recorded a tax provision of $130 million and $79 million in the first quarter of 2022 and 2021, respectively. The increase in our tax provision was driven by improvements in our financial performance and changes in the mix of earnings and losses for jurisdictions for which no tax benefit can be recognized.

CONSOLIDATED RESULTS OF OPERATIONS – HERTZ GLOBAL

The above discussion for Hertz also applies to Hertz Global.

Hertz Global had $50 million of income from the change in fair value of Public Warrants that was incremental to Hertz for the three months ended March 31, 2022.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

RESULTS OF OPERATIONS AND SELECTED OPERATING DATA BY SEGMENT

Americas RAC



	Three Months Ended March 31,						Percent Increase/(Decrease)
($ In millions, except as noted)	2022			2021
Total revenues	$	1,558		$	967		61%
Depreciation of revenue earning vehicles and lease charges, net	$	(93)		$	210		NM
Direct vehicle and operating expenses	$	903		$	641		41
Direct vehicle and operating expenses as a percentage of total revenues	58		%	66		%
Non-vehicle depreciation and amortization	$	26		$	44		(40)
Selling, general and administrative expenses	$	86		$	52		65
Selling, general and administrative expenses as a percentage of total revenues	6		%	5		%
Vehicle interest expense	$	2		$	72		(98)
Reorganization items, net	$	—		$	(14)		(100)
Adjusted EBITDA	$	641		$	26		NM
Transaction Days (in thousands)(b)	25,579			20,251			26
Average Vehicles (in whole units)(f)	397,620			300,606			32
Average Rentable Vehicles (in whole units)(c)	373,153			296,412			26
Vehicle Utilization(c)	76		%	76		%
Total RPD (in dollars)(d)	$	60.90		$	47.75		28
Total RPU Per Month (in whole dollars)(e)	$	1,391		$	1,087		28
Depreciation Per Unit Per Month (in whole dollars)(f)	$	(78)		$	233		NM
Percentage of program vehicles as of period end	—		%	1		%

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

NM - Not meaningful

Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021

Total Americas RAC revenues increased $591 million in the first quarter of 2022 compared to 2021 due primarily to higher pricing and volume. The increase in Total RPD was due primarily to higher pricing across the industry resulting from increased travel demand and industry-wide constraints on vehicles due to the Chip Shortage continuing to affect new vehicle production during the first quarter of 2022. The increase in Transaction Days was driven by volume increases across most leisure and business categories as government-imposed travel restrictions continued to be lifted. Airport revenues comprised 71% of total revenues for the segment in the first quarter of 2022 as compared to 63% in the first quarter of 2021 due primarily to the continued lifting of air travel restrictions discussed above.

Depreciation of revenue earning vehicles and lease charges, net for Americas RAC decreased $303 million in the first quarter of 2022 compared to 2021. Depreciation Per Unit Per Month changed to a negative expense of $78 in the first quarter of 2022 compared to an expense of $233 in the first quarter of 2021 due primarily to strength in residual values and longer vehicle holding periods resulting in an increase in vehicles that were fully depreciated and an increase in gains recognized on the disposition of vehicles. Average Vehicles increased compared to 2021 due in part to longer vehicle holding periods.

DOE for Americas RAC increased $262 million in the first quarter of 2022 compared to 2021 due primarily to higher volume driven by the increased travel demand discussed above and increased vehicle maintenance costs due

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

primarily to longer vehicle holding periods resulting from new vehicle production constraints due to the Chip Shortage.

Non-vehicle depreciation and amortization decreased $18 million in the first quarter of 2022 compared to 2021 due primarily to lower depreciation expense resulting from fully depreciated intangible assets related to concession rights.

SG&A for Americas RAC increased $34 million in the first quarter of 2022 compared to 2021 due primarily to increased advertising spend.

Vehicle interest expense for Americas RAC decreased $70 million in the first quarter of 2022 compared to 2021 due to $40 million of unrealized gains on interest rate caps on the HVF III ABS Notes and a decrease resulting from lower average rates resulting from the issuance of the HVF III ABS Notes and the full repayment and termination of the HVF II ABS Notes in accordance with the Plan of Reorganization in 2021.

International RAC



	Three Months Ended March 31,						Percent Increase/(Decrease)
($ in millions, except as noted)	2022			2021
Total revenues	$	252		$	186		36%
Depreciation of revenue earning vehicles and lease charges, net	$	34		$	33		3
Direct vehicle and operating expenses	$	151		$	124		21
Direct vehicle and operating expenses as a percentage of total revenues	60		%	67		%
Non-vehicle depreciation and amortization	$	3		$	5		(28)
Selling, general and administrative expenses	$	42		$	32		34
Selling, general and administrative expenses as a percentage of total revenues	17		%	17		%
Vehicle interest expense	$	3		$	20		(87)

Adjusted EBITDA	$	27		$	(8)		NM
Transaction Days (in thousands)(b)	5,042			4,397			15
Average Vehicles (in whole units)(f)	83,591			66,995			25
Average Rentable Vehicles (in whole units)(c)	82,364			65,149			26
Vehicle Utilization(c)	68		%	75		%
Total RPD (in dollars)(d)	$	50.43		$	39.92		26
Total RPU Per Month (in whole dollars)(e)	$	1,029		$	898		15
Depreciation Per Unit Per Month (in whole dollars)(f)	$	138		$	156		(11)
Percentage of program vehicles as of period end	29		%	29		%

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

NM - Not meaningful

Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021

Total revenues for International RAC increased $67 million in the first quarter of 2022 compared to 2021 due to higher pricing and volume. Excluding a $17 million fx impact, revenues increased $83 million due primarily to higher pricing across the industry resulting from growth in travel demand as government-imposed travel restrictions continued to be eased and industry-wide constraints on vehicle supply due to the Chip Shortage affecting new vehicle production. The increase in Transaction Days was driven by higher volume in Europe as government-imposed travel restrictions were eased resulting in increased travel demand.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Depreciation of revenue earning vehicles and lease charges, net for International RAC was flat in the first quarter of 2022 compared to 2021. Excluding a $2 million fx impact, depreciation increased $4 million. Average Vehicles for International RAC increased due in part to longer vehicle holding periods resulting from new vehicle production constraints due to the Chip Shortage. Depreciation Per Unit Per Month for International RAC decreased to $138 for the first quarter of 2022 compared to $156 in the 2021 period due primarily to strength in residual values.

DOE for International RAC increased $26 million in the first quarter of 2022 compared to 2021. Excluding a $10 million fx impact, DOE increased $37 million due primarily to higher volume driven by the increased travel demand discussed above.

SG&A for International RAC increased $11 million in the first quarter of 2022 compared to 2021 due primarily to increased facility costs, partly offset by decreased personnel costs.

Vehicle interest expense for International RAC decreased $17 million in the first quarter of 2022 compared to 2021 due primarily to lower debt levels and unrealized gains on interest rate caps.

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

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

Hertz



	Three Months Ended March 31,
(In millions)	2022		2021
Net income (loss) attributable to Hertz	$	376	$	190
Adjustments:
Income tax provision (benefit)	130		79
Non-vehicle depreciation and amortization	33		54
Non-vehicle debt interest, net	39		44
Vehicle debt-related charges(1)	7		28

Restructuring and restructuring related charges(2)	6		12


Information technology and finance transformation costs(3)	(1)		6
Reorganization items, net(4)	—		42
Pre-reorganization and non-debtor financing charges(5)	—		23
Gain from the Donlen Sale(6)	—		(392)
Unrealized (gains) losses on financial instruments(7)	(44)		—
Other items(8)	68		(84)
Adjusted Corporate EBITDA	$	614	$	2

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Hertz Global



	Three Months Ended March 31,
(In millions)	2022		2021
Net income (loss) attributable to Hertz Global	$	426	$	190
Adjustments:
Income tax provision (benefit)	130		79
Non-vehicle depreciation and amortization	33		54
Non-vehicle debt interest, net	39		44
Vehicle debt-related charges(1)	7		28
Restructuring and restructuring related charges(2)	6		12

Information technology and finance transformation costs(3)	(1)		6
Reorganization items, net(4)	—		42
Pre-reorganization and non-debtor financing charges(5)	—		23
Gain from the Donlen Sale(6)	—		(392)
Unrealized (gains) losses on financial instruments(7)	(44)		—
Change in fair value of Public Warrants(9)	(50)		—
Other items(8)	68		(84)
Adjusted Corporate EBITDA	$	614	$	2

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

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

(3)Represents costs associated with our information technology and finance transformation programs, both of which were multi-year initiatives to upgrade and modernize our systems and processes.

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

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

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

(7)Represents unrealized (gains) losses on derivative financial instruments. See Note 10, "Financial Instruments," in Part I, Item 1 of this Quarterly Report.

(8)Represents miscellaneous items. For 2022, primarily includes bankruptcy claims, certain non-cash stock-based compensation charges, certain professional fees and charges related to the settlement of bankruptcy claims. For 2021, includes $100 million associated with the suspension of depreciation for the Donlen business while classified as held for sale, partially offset by charges for a multiemployer pension plan withdrawal liability.

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

(c)Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels and determined using a simple average of such vehicles at the beginning and end of a given period. Effective in the first quarter of 2022, as discussed above, we revised our calculation of Vehicle Utilization to use Average Rentable Vehicles in the denominator. Accordingly, prior periods have been restated to conform with the revised definition. Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days.



	Americas RAC				International RAC
	Three Months Ended March 31,
	2022		2021		2022		2021
Transaction Days (in thousands)	25,579		20,251		5,042		4,397
Average Rentable Vehicles (in whole units)	373,153		296,412		82,364		65,149
Number of days in period (in whole units)	90		90		90		90
Available Car Days (in thousands)	33,584		26,690		7,415		5,864
Vehicle Utilization	76	%	76	%	68	%	75	%

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



	Americas RAC				International RAC
	Three Months Ended March 31,
($ in millions, except as noted)	2022		2021		2022		2021
Revenues	$	1,558	$	967	$	252	$	186

Foreign currency adjustment(1)	—		—		2		(10)
Total Revenues - adjusted for foreign currency	$	1,558	$	967	$	254	$	176
Transaction Days (in thousands)	25,579		20,251		5,042		4,397
Total RPD (in dollars)	$	60.90	$	47.75	$	50.43	$	39.92

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

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



	Americas RAC				International RAC
	Three Months Ended March 31,
($ in millions, except as noted)	2022		2021		2022		2021
Total Revenues - adjusted for foreign currency	$	1,558	$	967	$	254	$	176
Average Rentable Vehicles (in whole units)	373,153		296,412		82,364		65,149
Total revenue per unit (in whole dollars)	$	4,174	$	3,262	$	3,087	$	2,694
Number of months in period (in whole units)	3		3		3		3
Total RPU Per Month (in whole dollars)	$	1,391	$	1,087	$	1,029	$	898

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

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



	Americas RAC				International RAC
	Three Months Ended March 31,
($ in millions, except as noted)	2022		2021		2022		2021
Depreciation of revenue earning vehicles and lease charges, net	$	(93)	$	210	$	34	$	33
Foreign currency adjustment(1)	—		—		1		(2)
Adjusted depreciation of revenue earning vehicles and lease charges	$	(93)	$	210	$	35	$	31
Average Vehicles (in whole units)	397,620		300,606		83,591		66,995
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)	$	(234)	$	698	$	415	$	468
Number of months in period (in whole units)	3		3		3		3
Depreciation Per Unit Per Month (in whole dollars)	$	(78)	$	233	$	138	$	156

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

LIQUIDITY AND CAPITAL RESOURCES

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

Cash and Cash Equivalents

As of March 31, 2022, we had $1.5 billion of cash and cash equivalents and $601 million of restricted cash and cash equivalents. As of March 31, 2022, $408 million of cash and cash equivalents and $86 million of restricted cash and cash equivalents were held by our subsidiaries outside of the U.S. We do not assert permanent reinvestment with respect to our non-U.S. earnings, and if not in the form of loan repayments or subject to favorable tax treaties, repatriation of some of these funds under current regulatory and tax law for use in domestic operations could expose us to additional cash taxes.

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Cash Flows - Hertz

As of March 31, 2022 and December 31, 2021, Hertz had cash and cash equivalents of $1.5 billion and $2.3 billion, respectively, and restricted cash and cash equivalents of $601 million and $393 million, respectively. The following table summarizes the net change in cash and cash equivalents and restricted cash and cash equivalents for the periods shown:



	Three Months Ended March 31,
(In millions)	2022		2021		$ Change
Cash provided by (used in):
Operating activities	$	621	$	200	$	421
Investing activities	(1,541)		(18)		(1,523)
Financing activities	392		692		(300)
Effect of exchange rate changes	(1)		(12)		11
Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(529)	$	862	$	(1,391)

During the three months ended March 31, 2022, cash flows from operating activities increased by $421 million period over period due primarily to a $262 million change in net income attributable to Hertz, as adjusted for non-cash and non-operating items, and a $159 million change in working capital accounts. Cash flows from working capital accounts increased due primarily to the reduction of reorganization items and professional fees and the elimination of certain expense prepayment requirements while in Chapter 11, partially offset by the payment of bankruptcy claims in 2022 that had been previously deferred and subject to compromise while in Chapter 11 in 2021.

Our primary investing activities relate to the acquisition and disposal of revenue earning vehicles. During the three months ended March 31, 2022, there was a $1.5 billion increase in the cash used in investing activities period over period due primarily to $818 million of net proceeds received from the Donlen Sale in 2021 with no comparable in the 2022 period and a $683 million net increase in cash expenditures primarily resulting from the acquisition of vehicles to meet the increased travel demand as government-imposed travel restrictions were lifted.

Net financing cash inflows were $392 million in the three months ended March 31, 2022 compared to cash inflows of $692 million in the 2021 period. The decrease in cash inflows was due in part to $767 million of dividends paid to Hertz Holdings to fund share repurchases, partially offset by $474 million of net proceeds primarily related to the issuance of new vehicle debt.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

Cash Flows - Hertz Global

As of March 31, 2022 and December 31, 2021, Hertz Global had cash and cash equivalents of $1.5 billion and $2.3 billion, respectively, and restricted cash and cash equivalents of $601 million and $393 million, respectively. The following table summarizes the net change in cash and cash equivalents and restricted cash and cash equivalents for the periods shown:



	Three Months Ended March 31,
(In millions)	2022		2021		$ Change
Cash provided by (used in):
Operating activities	$	621	$	200	$	421
Investing activities	(1,541)		(18)		(1,523)
Financing activities	392		692		(300)
Effect of exchange rate changes	(1)		(12)		11
Net change in cash and cash equivalents and restricted cash and cash equivalents	$	(529)	$	862	$	(1,391)

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

Equity Financing

Share Repurchase Program for Common Stock

In November 2021, Hertz Global's Board of Directors approved a share repurchase program that authorizes the repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock. Between January 1, 2022 and March 31, 2022, a total of 34,964,965 shares of Hertz Global's common stock were repurchased at an average share price of $20.65 resulting in an aggregate purchase price of $722 million. These amounts are included in treasury stock in the accompanying Hertz Global unaudited condensed consolidated balance sheet as of March 31, 2022 in Part I, Item 1 of this Quarterly Report. Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.

Debt Financing

In January 2022, HVF III Series 2022-1 Notes were issued in an aggregate principal amount of $750 million. An affiliate of HVF III purchased the Class D Notes, and as a result approximately $98 million of the aggregate principal amount is eliminated in consolidation.

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

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

In March 2022, HVF III Series 2022-3 Notes were issued in an aggregate principal amount of $383 million. An affiliate of HVF III purchased the Class D Notes, and as a result approximately $50 million of the aggregate principal amount is eliminated in consolidation.

In March 2022, HVF III Series 2022-4 Notes were issued in an aggregate principal amount of $667 million. An affiliate of HVF III purchased the Class D Notes, and as a result approximately $87 million of the aggregate principal amount is eliminated in consolidation.

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

In March 2022, an amendment was made to the First Lien RCF to (i) increase the aggregate committed amount from $1.3 billion to $1.5 billion, (ii) increase the sublimit for letters of credit from $1.1 billion to $1.4 billion and (iii) change the benchmark from USD LIBOR to a SOFR-based rate.

In March 2022, the Series 2021-A Notes were amended to increase the maximum principal amount from $3.0 billion to $3.2 billion.

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

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

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

Refer to Note 5, "Debt," in Part I, Item 1 of this Quarterly Report for information on our outstanding debt obligations and our borrowing capacity and availability under our revolving credit facilities as of March 31, 2022. Cash paid for interest on vehicle debt during the three months ended March 31, 2022 and 2021 was $39 million and $69 million, respectively. The $30 million decrease in cash paid for vehicle debt interest is due primarily to lower average rates from the issuance of HVF III ABS Notes and the payoff and termination of HVF II debt in accordance with the Plan of Reorganization in 2021. Cash paid for interest on non-vehicle debt during the three months ended March 31, 2022 and 2021 was $17 million and $30 million, respectively. The $13 million decrease in cash paid for non-vehicle debt interest is due primarily to the payoff and termination of non-vehicle debt in accordance with the Plan of Reorganization in 2021.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

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



(In millions)	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	1,520	$	2,257
Availability under the First Lien RCF	1,138		925
Corporate liquidity	$	2,658	$	3,182

Letters of Credit

As of March 31, 2022, there were outstanding standby letters of credit totaling $585 million comprised primarily of $232 million issued under the Term C Loan and $337 million were issued under the First Lien RCF. As of March 31, 2022, there remains $13 million of capacity to issue letters of credit under the Term C Loan. Such letters of credit have been issued primarily to provide credit enhancement for our asset-backed securitization facilities, as well as to support our insurance programs and vehicle rental concessions and leaseholds. As of March 31, 2022, none of the issued letters of credit have been drawn upon.

Covenants

The First Lien Credit Agreement requires us to comply with the following financial covenant: a First Lien Ratio of less than or equal to 3.00 to 1.00 in the first and last quarters of the calendar year and 3.50 to 1.00 in the second and third quarters of the calendar year. The financial covenant disclosed above was effective beginning in the third quarter of 2021. As of March 31, 2022, we were in compliance with the First Lien Ratio.

In addition to financial covenants, the First Lien Credit Agreement contains customary affirmative covenants including, among other things, the delivery of quarterly and annual financial statements and compliance certificates, conduct of business, maintenance of property and insurance, compliance with environmental laws and the granting of security interest for the benefit of the secured parties under that agreement on after-acquired real property, fixtures and future subsidiaries. The First Lien Credit Agreement also contains customary negative covenants, including, among other things, the incurrence of liens, indebtedness, asset dispositions and restricted payments. As of March 31, 2022, we were in compliance with all covenants in the First Lien Credit Agreement.

Capital Expenditures

Revenue Earning Vehicles Expenditures and Disposals

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



Cash inflow (cash outflow)	Revenue Earning Vehicles
(In millions)	Capital Expenditures		Disposal Proceeds		Net Capital Expenditures
2022
First Quarter	$	(2,985)	$	1,471	$	(1,514)




2021
First Quarter	$	(1,517)	$	686	$	(831)

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

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



Cash inflow (cash outflow)	Three Months Ended March 31,
($ in millions)	2022		2021		$ Change		% Change
Americas RAC	$	(1,440)	$	(812)	$	(628)	77
International RAC	(74)		65		(139)		NM
All other operations(1)	—		(84)		84		(100)
Total	$	(1,514)	$	(831)	$	(683)	82

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

NM - Not meaningful

Revenue earning vehicle expenditures increased approximately $1.5 billion, or 97%, in the first quarter of 2022 compared to the 2021 period, primarily in our Americas RAC segment, resulting from the acquisition of vehicles to meet the increased travel demand as government-imposed travel restrictions were lifted. Revenue earning vehicle disposal proceeds increased $785 million for the first quarter of 2022 compared to the 2021 period due primarily to increased vehicle dispositions primarily in our Americas RAC segment.

Non-Vehicle Capital Asset Expenditures and Disposals

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


Cash inflow (cash outflow)	Non-Vehicle Capital Assets
(In millions)	Capital Expenditures		Disposal Proceeds		Net Capital Expenditures
2022
First Quarter	$	(30)	$	1	$	(29)




2021
First Quarter	$	(9)	$	4	$	(5)

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



Cash inflow (cash outflow)	Three Months Ended March 31,
($ in millions)	2022		2021		$ Change		% Change
Americas RAC	$	(28)	$	(3)	$	(25)	NM
International RAC	(2)		—		(2)		NM
All other operations(1)	—		(1)		1		(100)
Corporate	1		(1)		2		NM
Total	$	(29)	$	(5)	$	(24)	NM

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

NM - Not meaningful

In the first quarter of 2022, net expenditures for non-vehicle capital assets increased by $21 million compared to the 2021 period, primarily in our Americas RAC segment, resulting from the restart of location refurbishment projects put on hold during the Chapter 11 Cases.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

CONTRACTUAL OBLIGATIONS

As of March 31, 2022, there have been no material changes outside of the ordinary course of business to our known contractual obligations as set forth in the table included in Part II, Item 7 of our 2021 Form 10-K. Changes to our aggregate indebtedness, including related interest and terms of new issuances, are disclosed in Note 5, "Debt," in Part I, Item 1 of this Quarterly Report.

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

Indemnification Obligations

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

We regularly evaluate the probability of having to incur costs associated with these indemnification obligations and have accrued for expected losses that are probable and estimable.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this 2021 Annual Report include "forward-looking statements." Forward-looking statements are identified by words such as "believe," "expect," "project," "potential," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts," "guidance" or similar expressions, and include information concerning our liquidity, our results of operations, our business strategies and other information about our business. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of future performance or results and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.

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

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

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

•our ability to purchase adequate supplies of competitively priced vehicles at a reasonable cost as a result of the continuing global semiconductor microchip manufacturing shortage (the "Chip Shortage") and other raw material supply constraints;

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

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

•our ability to attract and retain key employees;

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

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

•occurrences that disrupt rental activity during our peak periods;

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

•our ability to implement our business strategy, including our ability to implement plans to support a large scale electric vehicle fleet and to play a central role in the modern mobility ecosystem;

•our ability to adequately respond to changes in technology, customer demands and market competition;

•the mix of program and non-program vehicles in our fleet can lead to increased exposure to residual risk;

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

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

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

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

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

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

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

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

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

•our ability to prevent the misuse or theft of information we possess, including as a result of cyber security breaches and other security threats, as well as our ability to comply with privacy regulations;

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

•our ability to utilize our net operating loss carryforwards;

•risks relating to tax laws, including those that affect our ability to deduct certain business interest expenses and offset previously-deferred tax gains, as well as any adverse determinations or rulings by tax authorities;

•changes in laws, regulations, policies or other activities of governments, agencies and similar organizations, including those related to accounting principles, that affect our operations, our costs or applicable tax rates;

•the recoverability of our goodwill and indefinite-lived intangible assets when performing impairment analysis;

•costs and risks associated with potential litigation and investigations, compliance with and changes in laws and regulations and potential exposures under environmental laws and regulations; and

•the availability of additional or continued sources of financing for our revenue earning vehicles and to refinance our existing indebtedness.

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

There have been no material changes to the information reported under Part II, Item 7A of our 2021 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

HERTZ GLOBAL

Evaluation of Disclosure Controls and Procedures

Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2022, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

HERTZ

Evaluation of Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of certain pending legal proceedings see Note 12, "Contingencies and Off-Balance Sheet Commitments," in Part I, Item 1 of this Quarterly Report.

ITEM 1A. RISK FACTORS

Part I, Item 1A of our 2021 Form 10-K for the year ended December 31, 2021, includes certain risk factors that could materially affect our business, financial condition or future results. There have been no material changes in those risk factors, except as listed below:

Risks Related to our Business

Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine.

The global economy has been negatively impacted by the military conflict between Russia and Ukraine. Furthermore, governments in the U.S., United Kingdom, and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. Shortages in materials and increased costs for transportation, energy, and raw material, as well as uncertainty on overall consumer sentiment and travel demand, especially in Europe, are some of the negative impacts of the Russia-Ukraine military conflict on the global economy. In particular, shortages and increased costs relating to raw materials extracted from, or components produced in, Russia and/or Ukraine, which are important to the vehicle manufacturing industry including the production of electric vehicle batteries, may impact vehicle production volumes, delivery schedules and costs. Further escalation of geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and further exacerbate supply chain issues in the automotive industry. In addition, the effects of the ongoing conflict could heighten many of our known risks described in Part I, Item 1A, "Risk Factors" in our 2021 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides a breakdown of our equity security repurchases during the first quarter of 2022.


	(a) Total number of shares purchased	(b) Average price paid per share		(c) Total number of shares purchased as part of the publicly announced plan or program	(d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the publicly announced plan or program (In thousands)
Common Stock
January 1 – January 31, 2022	12,238,858	$	21.65	12,238,858	$	1,327,418
February 1 – February 28, 2022	12,271,099	$	19.59	12,271,099	$	1,087,000
March 1 – March 31, 2022	10,455,008	$	20.71	10,455,008	$	870,466
Total	34,964,965	$	20.65	34,964,965	$	870,466

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a)Exhibits:

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


Date:	April 27, 2022	HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION (Registrants)
		By:	/s/ KENNY CHEUNG
			Kenny Cheung Executive Vice President and Chief Financial Officer

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THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX


Exhibit Number		Description
10.1	Hertz Holdings Hertz	Series 2022-3 Supplement, dated as of March 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 1, 2022).
10.2	Hertz Holdings Hertz	Series 2022-4 Supplement, dated as of March 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.2 to the Current Report of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 1, 2022).
10.3	Hertz Holdings Hertz	Series 2022-5 Supplement, dated as of March 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.3 to the Current Report of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 1, 2022).
10.4	Hertz Holdings Hertz	Amendment No. 1 dated August 3, 2021 to Credit Agreement dated June 30, 2021, by and among THC and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent.*
10.5	Hertz Holdings Hertz	Amendment No. 2 dated November 23, 2021 to Credit Agreement dated June 30, 2021, by and among THC and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent.*
10.6	Hertz Holdings Hertz	Amendment No. 3 dated March 31, 2022 to Credit Agreement dated June 30, 2021, by and among THC and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to the Current Report of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 1, 2022).
10.7	Hertz Holdings Hertz	Employment Agreement, dated as of February 3, 2022, between Hertz Global Holdings, Inc., and Stephen M. Scherr.* †
31.1	Hertz Holdings	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.2	Hertz Holdings	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.3	Hertz	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*
31.4	Hertz	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*
32.1	Hertz Holdings	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.2	Hertz Holdings	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
32.3	Hertz	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.4	Hertz	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
101.INS	Hertz Holdings Hertz	InIine XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Calculation Linkbase Document*

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THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)


Exhibit Number		Description
101.DEF	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Hertz Holdings Hertz	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Hertz Holdings Hertz	Cover Page Interactive Data File (Embedded within the Inline XBRL document)

______________________________________________________________________________

† Indicates management contract or compensatory plan or arrangement.

* Filed herewith

** Furnished herewith

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Hertz Global (HTZ) 10-Q2022 Q1 Quarterly report

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