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FORM 10-K

HERTZ GLOBAL HOLDINGS INC - HTZ

Filed: July 16, 2015 (period: December 31, 2014)

Annual report with a comprehensive overview of the company

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user

assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be

limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 1
... HERTZ GLOBAL HOLDINGS INC - HTZ Filed: July 16, 2015 (period: December 31, 2014) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

Page 2
... of June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, based on the closing price of the stock on the New York Stock Exchange on such date was $12.8 billion. As of June 30, 2015, 459,015,115 shares of the registrant's common stock were outstanding...

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 4
... the Company. Donlen conducts our fleet leasing and management services. "cars" means cars, crossovers and light trucks (including sport utility vehicles and, outside North America, light commercial vehicles); "program cars" means cars purchased by car rental companies under repurchase or guaranteed...

Page 5
... in our markets on rental volume and pricing, including on our pricing policies or use of incentives; an increase in our fleet costs as a result of an increase in the cost of new vehicles and:or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under...

Page 6
... asset impairment charges; our exposure to uninsured claims in excess of historical levels; fluctuations in interest rates and commodity prices; our exposure to fluctuations in foreign exchange rates; and other risks described from time to time in periodic and current reports that we file with the...

Page 7
... receivable for renter obligations related to damaged vehicles; reserve estimates associated with allowances for doubtful accounts, including credit memos; reserve estimates associated with probable credit card charge backs; accruals for customer rewards programs; accrued unbilled revenue; reserve...

Page 8
...certain instances an inappropriate emphasis on meeting internal budgets, business plans, and current estimates. Our former Chief Executive Officer further encouraged employees to focus on potential business risks and opportunities, and on potential financial or operating performance gaps, as well as...

Page 9
... internal control over financial reporting was not effective at December 31, 2014. In addition, our Chief Executive Officer and Chief Financial Officer have evaluated vi Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 10
... December 31, 2014. The financial statements and related financial information contained in any of our reports filed prior to this Annual Report on Form 10-K for the year ended December 31, 2014 should no longer be relied upon. vii Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by...

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... international franchisees. In addition to car rental and equipment rental businesses, we provide fleet leasing and management services through our Donlen subsidiary. CORPORATE HISTORY Hertz Holdings was incorporated in Delaware in 2005 to serve as the top-level holding company for Hertz Investors...

Page 12
..., publicly traded companies. One of the companies will continue to operate the Hertz, Dollar, Thrifty and Firefly car rental businesses as well as Donlen; and the other will operate the Hertz Equipment Rental Corporation, or "HERC." The separation is planned to be in the form of a tax-free spin-off...

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 14
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 15
... focus on service, quality and product innovation. Dollar and Thrifty are positioned as value car rental brands in the travel industry. The Dollar brand 's main focus is serving the airport vehicle rental market, which is comprised of business and leisure travelers. The majority of its locations are...

Page 16
... business or leisure purposes, as well as those needing to travel to or from airports. Our off airport customers also include people who have been referred by, or whose rental costs are being wholly or partially reimbursed by, insurance companies following accidents in which their cars were damaged...

Page 17
... seek profitable growth in the off airport rental market, both in the U.S. and internationally. Rates We rent a wide variety of makes and models of cars. We rent cars on an hourly (in select markets), daily, weekend, weekly, monthly or multimonth basis, with rental charges computed on a limited or...

Page 18
...Canada, Europe and Australia. Members reserve vehicles online, then pick up the vehicles at various locations throughout a city, at a university or a corporate campus without the need to visit a Hertz rental office. Members are charged an hourly or daily car-rental fee which includes fuel, insurance...

Page 19
... the month in which the car is returned or the original capitalized cost less a set daily depreciation amount. Guaranteed depreciation programs guarantee on an aggregate basis the residual value of the cars covered by the programs upon sale according to certain parameters which include the holding...

Page 20
... 77 company-operated car sales locations, as of December 31, 2014, dedicated to the sale of used cars from our rental fleet. We also offer Rent2Buy in 35 states and several European countries, an innovative program designed to sell used rental cars. Customers have an opportunity for a three-day test...

Page 21
... the second and third quarters of the year. As business demand declines, fleet and staff are decreased accordingly. Certain operating expenses, including real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, the costs of operating our information technology...

Page 22
... The type of new equipment that HERC sells varies by location. Hertz Entertainment Services, or "HESC" is a division of HERC that provides single-source car and equipment rental solutions to the entertainment and special events industries by offering customized vehicle and equipment rental solutions...

Page 23
... many of its customers to pay for rentals. Fleet HERC acquires its equipment from a variety of manufacturers. The equipment is typically new at the time of acquisition and is not subject to any repurchase program. The per-unit acquisition cost of units of rental equipment in HERC's fleet varies from...

Page 24
... million in revenues during the year ended December 31, 2014. Donlen Donlen provides a comprehensive array of fleet leasing, financing, telematics, and management services to commercial fleets in the U.S. and Canada. Products offered by Donlen include Vehicle financing, acquisition and remarketing...

Page 25
... types of generally insurable risks that arise in our operations: â€¢ legal liability arising from the operation of our cars and on-road equipment (vehicle liability); 14 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 26
...legal liability to members of the public and employees from other causes (general liability/workers' compensation); and risk of property damage and/or business interruption and/or increased cost of operating as a consequence of property damage. In addition, we offer optional liability insurance and...

Page 27
...To manage other risks associated with our businesses, or to comply with applicable law, we purchase other types of insurance carried by business organizations, such as worker's compensation and employer's liability, commercial crime and fidelity, performance bonds, directors' and officers' liability...

Page 28
...to honor reservations, the terms on which we deal with vehicle loss or damage (including the protections we provide to renters purchasing loss or damage waivers) and the terms and method of sale of the optional insurance coverage that we offer. Some states (including California, New York, Nevada and...

Page 29
...of the primary competitive factors in the car and equipment rental markets and that the internet has enabled cost-conscious customers, including business travelers, to more easily compare rates available from rental companies. If we try to increase our pricing, our competitors, some of whom may have...

Page 30
... car fleet could require us to make additional cash payments for tax liabilities, which could be material. We have maintained like-kind exchange programs for our U.S. car rental business, HERC and Donlen for a number of years and Dollar Thrifty maintained a similar program prior to our acquisition...

Page 31
... results of operations, particularly if our customers are unable to access our reservation systems through alternate channels. Our equipment rental fleet is subject to residual value risk upon disposition, and may not sell at the prices we expect. The market value of our equipment at the time of its...

Page 32
... of our internal controls. Any of these risks could have a material adverse impact on our results of operations, financial condition, liquidity and cash flows. 21 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 33
...are subject to change and are often much different than the domestic laws in the U.S., including laws relating to taxes, automobile-related liability, insurance rates, insurance products, consumer privacy, data security, employment matters, cost and fee recovery, and the protection of our trademarks...

Page 34
... of our systems creates risks for us. We rely heavily on communication networks and information technology systems to accept reservations, process rental and sales transactions, manage our pricing, manage our fleets of cars and equipment, manage our financing arrangements, account for our...

Page 35
... 20, 2014, a new Chief Financial Officer who started on December 9, 2013 and many other new members of our senior management team. In addition, in connection with the transition of our corporate headquarters from Park Ridge, New Jersey to Estero, Florida, we have replaced many other employees in...

Page 36
... of operations in a timely and accurate manner, which may adversely affect investor confidence in our company and, as a result, the value of our common stock. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a...

Page 37
... on our results of operations, financial condition, liquidity and cash flows. We are subject to securities class action litigation relating to our previous public disclosures. In addition, the New York Regional Office of the SEC and a state securities regulator are currently investigating the events...

Page 38
... to state tax attributes. We face risks related to liabilities and insurance. Our businesses expose us to claims for personal injury, death and property damage resulting from the use of the cars and equipment rented or sold by us, and for employment-related injury claims by our employees. Currently...

Page 39
...to a reduction in revenue and profitability. For further discussion regarding how changes in the regulation of insurance intermediaries may affect us, see Item 1, ''Business-Risk Management'' in this Annual Report. If customers decline to purchase supplemental liability insurance products from us as...

Page 40
... to manage these risks depends on financial market conditions as well as our financial and operating performance, which, in turn, is subject to a wide range of risks, including those described under "Risks Related to Our Business" included in this Annual Report. If our capital resources (including...

Page 41
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 42
... in "Risks Related to Our Business." Additionally, the documentation of various of our (and/or our special purpose subsidiaries') financing facilities require us to file certain quarterly and annual reports and certain of our subsidiaries to file statutory financial statements within certain time...

Page 43
... for its fleet management services, consultation call center staff and certain financial systems functions. Donlen has other sales offices located throughout the U.S. 32 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 45
... 1,000 largest publicly traded issuers. The Morningstar Rental & Leasing Services Industry Group is a published, market capitalization-weighted index representing stocks of companies that rent or lease various durable goods to the commercial and consumer market including cars and trucks, medical and...

Page 46
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 47
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 48
... Report under the caption Item 8, "Financial Statements and Supplementary Data." Our results from September 1, 2011 include the results of Donlen, our fleet leasing and management services subsidiary which we acquired in 2011. See Note 19, "Earnings Per Share" for reconciliation of net income used...

Page 49
... except per share data) Year Ended December 31, 2011 Unaudited Statement of Operations Data Revenues: Worldwide car rental Worldwide equipment rental All other operations Total revenues Expenses: Direct operating Depreciation of revenue earning equipment and lease charges, net Selling, general and...

Page 50
... Per Unit Per Month - important to management and investors as depreciation of revenue earning equipment and lease charges, is one of our largest expenses for the car rental business and is driven by the number of vehicles, expected residual values at the time of disposal and expected hold period...

Page 51
..., including amounts charged to customers for the fueling and delivery of equipment and sale of loss damage waivers, as well as revenues from the sale of new equipment and consumables; and All other operations revenues - revenues from fleet leasing and management services (Donlen) and other business...

Page 52
.... Revenues related to our fleet leasing and management services are generally not seasonal. 2014 Operating Highlights Highlights of our business and financial performance in 2014 and key factors influencing our results include: â€¢ In November 2014, we announced a new fleet strategy for the U.S. Car...

Page 53
... things, the failure to file certain quarterly and annual reports and matters relating to the restatement; and Incurred approximately $9 million in costs associated with the Dollar Thrifty integration. 42 â€¢ Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document...

Page 54
... volume and pricing during the period. Higher revenues in our Donlen operations year over year were primarily the result of higher volume during the period. 43 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 55
...per-vehicle depreciation rates due to declining residual values and a reduction in the planned holding period for the fleet as we implemented our new fleet strategy. Additionally, 2013 U.S. Car Rental segment depreciation was favorably impacted by $79 million of Dollar Thrifty acquisition accounting...

Page 56
... car rental segments, lower depreciation per unit per month in our International car rental segment and stronger volumes and pricing in our Worldwide Equipment Rental segment. Additionally, 2013 included $79 million of Dollar Thrifty acquisition adjustments and an assumed longer fleet holding...

Page 57
...Total revenues Direct operating expenses Depreciation of revenue earning equipment and lease charges, net Income before income taxes Adjusted pre-tax income (b) Transaction days (in thousands)(c) Total RPD(d) Average fleet (e) Fleet efficiency (e) Net depreciation per unit per month (f) Program cars...

Page 58
... activity in the second, third and fourth quarters of 2014; Increased vehicle damage expenses of $59 million which reflects a 35% increase in expense per transaction day due to age and mileage of the fleet, as well as growth in our off airport business; Increased damage related liability and third...

Page 59
... liability and personal accident insurance products of $16 million, field systems of $15 million, service vehicles of $11 million and customer service expenses of $8 million. 48 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 60
... 2014, our international car rental operations had a total of approximately 5,470 corporate and franchisee locations in approximately 144 countries including Canada, Australia, New Zealand and in the regions of Europe, Latin and South America, Caribbean, Asia, Africa and the Middle East. Years Ended...

Page 61
... million increase in restructuring costs and a $11 million increase in reservations and customer service expenses due to the shift in our business mix to more airports driven by the expansion of our value brands. Depreciation of revenue earning equipment and lease charges, net increased $4 million...

Page 62
... of revenue earning equipment and lease charges, net increased $30 million, or 10%, from the prior year. The increase was driven by a 5% increase in the average acquisition cost of rental equipment operated during the period and a $17 million decrease in gain on sale of used equipment as HERC sold...

Page 63
...to the Notes to our consolidated financial statements included in this Annual Report under the caption Item 8, "Financial Statements and Supplementary Data." Adjusted pre-tax income is calculated as income before income taxes plus certain non-cash acquisition accounting charges, debt-related charges...

Page 64
... operational process changes. Amount in 2014 also includes consulting costs and legal fees related to the accounting review and investigation, one-time costs to terminate certain marketing and co-branding agreements, and costs associated with the separation of certain executives during the year...

Page 65
... Senior Convertible Notes. In 2014, primarily comprised of impairments related to our former corporate headquarters building in New Jersey and HERC revenue earning equipment held for sale. Additionally, 2014 includes asset write-downs of assets associated with a terminated business relationship. In...

Page 66
...in analyzing underlying trends. Average fleet used to calculate net depreciation per unit per month in our U.S. Car Rental segment includes Advantage sublease and Hertz 24/7 vehicles as these vehicles have associated lease charges. Net depreciation per unit per month represents the amount of average...

Page 67
...(123) 1,259 (10) 1,249 Same-store revenue growth is calculated as the year over year change in revenue for locations that are open at the end of the period reported and have been operating under our direction for more than twelve months. The same-store revenue amounts are adjusted in all periods to...

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... Rental All Other Operations Corporate Total direct operating Depreciation of revenue earning equipment and lease charges, net: U.S. Car Rental International Car Rental Worldwide Equipment Rental All Other Operations Total depreciation of revenue earning equipment and lease charges, net Selling...

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...Equipment Rental All Other Operations Corporate Total adjusted pre-tax income (loss) NM - Not Meaningful (a) For further details regarding the restatement see Note 21, "Quarterly Financial Information (Unaudited) " to the Notes to our consolidated financial statements included in this Annual Report...

Page 70
... 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. Total RPD is calculated as total revenue less revenue from fleet subleases and ancillary revenue associated with retail car sales, divided...

Page 71
...31, 2013 foreign exchange rates) for the quarters noted below ($ in millions except for Total RPD): U.S. CTR RENTTL SEGMENT For the (uarters Ended Ts Restated Dec. 31, 2014 ((4) Revenues Advantage sublease revenue Ancillary retail car sales revenue Total rental revenue Transaction days (in thousands...

Page 72
... in 2014 also include consulting costs and legal fees related to the accounting review and investigation, one-time costs to terminate certain marketing and co-branding agreements, and costs associated with the separation of certain executives during the year. Acquisition related costs and charges...

Page 73
... include duplicate facility rent, certain moving expenses, and other costs that are direct and incremental due to the relocation. In the fourth quarter of 2014, represents impairments related to our former corporate headquarters building in New Jersey and HERC assets. In the second quarter of 2014...

Page 74
...in analyzing underlying trends. Average fleet used to calculate net depreciation per unit per month in our U.S. Car Rental segment includes Advantage sublease and Hertz 24/7 vehicles as these vehicles have associated lease charges. Net depreciation per unit per month represents the amount of average...

Page 75
... last year primarily driven by increases in volume and pricing in our North America locations. Our Donlen leasing operation's revenue results benefited from strong lease revenue and new account wins. Direct Operating Expenses Three Months Ended December 31, 2014 Compared with Three Months Ended...

Page 76
.... Other direct operating expenses increased $28 million, or 7%, from 2013 and is primarily comprised of increases in reservations expense due to the growth in the number of off airport locations, restructuring costs associated with our business transformation initiative and customer service expenses...

Page 77
...values and a reduction in the planned hold period as we implemented our new fleet strategy. Additionally, fourth quarter 2013 included $8 million of Dollar Thrifty acquisition accounting adjustments to reduce this expense. Increases in the Worldwide Equipment Rental segment and our Donlen operations...

Page 78
...of a $19 million economic loss settlement we received in the second quarter 2014 related to a class action lawsuit filed against a vehicle manufacturer stemming from recalls of their vehicles in previous years. Three Months Ended March 31, 2014 Compared with Three Months Ended March 31, 2013. We had...

Page 79
...held by our subsidiaries outside of the United States and Canada. Generally, our intent is to use cash held in these foreign subsidiaries to fund our local operations or acquisitions by those local subsidiaries. Cash Flows As of December 31, 2014, we had cash and cash equivalents of $490 million, an...

Page 80
... capital projects (including the construction of our new worldwide corporate headquarters in Estero, Florida) and purchases of rental vehicles and equipment to be used in our operations. Our primary sources of funding are operating cash flows, cash received on the disposal of vehicles and equipment...

Page 81
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 82
...see Item 1A, "Risk Factors" included in this Annual Report. We rely significantly on asset-backed and asset-based financing arrangements to purchase cars for our U.S. and international car rental fleet. The amount of financing available to us pursuant to these programs depends on a number of factors...

Page 83
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 84
... Hertz Vehicle Financing LLC, Rental Car Finance Corp., DNRS II LLC, Hertz Fleet Lease Funding LP, Donlen Trust and various international subsidiaries that facilitate our international securitizations) are available to satisfy the claims of our general creditors. For more information, refer to Note...

Page 85
... expenditures for revenue earning equipment in our International Car Rental segment was primarily due to the timing of purchases and higher disposal proceeds in 73 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 86
... related to the move including employee relocation, severance and associated costs will be in the range of $8 million to $12 million. In the first quarter of 2014, we re-evaluated our plan to lease our new headquarters building in Estero, Florida and have since decided to fund the construction costs...

Page 87
..., directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising...

Page 88
... a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation. 76 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 89
... programs limit our residual risk with respect to vehicles purchased under these programs. For all other vehicles, as well as equipment acquired by our equipment rental business, we use historical experience, industry residual value guidebooks and the monitoring 77 Source: HERTZ GLOBAL HOLDINGS...

Page 90
... applicable revenue earning equipment at the expected time of disposal. The residual values for rental vehicles are affected by many factors, including make, model and options, age, physical condition, mileage, sale location, time of the year and channel of disposition (e.g., auction, retail, dealer...

Page 91
...to applicable limits under the United States Internal Revenue Code. Certain eligible participants under the 401(k) Plan will also receive additional employer contribution amounts to their 401(k) Plan account depending on their years of service and age. Effective January 1, 2014, the Hertz Retirement...

Page 92
..., Donlen and Worldwide Equipment Rental. We performed the impairment analyses for our reporting units, using our business and long-term strategic plans, revised to reflect the current economic conditions. Our weighted average cost of capital used in the discounted cash flow model was calculated...

Page 93
... risk-free interest rate is the implied zero-coupon yield for U.S. Treasury securities having a maturity approximately equal to the expected term of the options, as of the grant dates. The non-cash stock-based compensation expense associated with the Hertz Global Holdings, Inc. Stock Incentive Plan...

Page 94
... damage insurable risks, see "Item 1-Business-Risk Management" in this Annual Report. Market Risks We are exposed to a variety of market risks, including the effects of changes in interest rates (including credit spreads), foreign currency exchange rates and fluctuations in fuel prices. We manage...

Page 95
... 1031 of the Internal Revenue Code. The program has resulted in deferral of federal and state income taxes for fiscal years 2006 through 2009 and 2013, 2014 and part of 2010 and 2012. These programs allow tax deferral if a qualified replacement asset is acquired within a specific time period after...

Page 96
... used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial 84 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015...

Page 97
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 98
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 99
..., except per share data) Years Ended December 31, 2014 2013 (Ts Restated) 2012 (Ts Restated) Revenues: Worldwide car rental Worldwide equipment rental All other operations Total revenues Expenses: Direct operating Depreciation of revenue earning equipment and lease charges, net Selling, general and...

Page 100
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 101
...comprehensive income Proceeds from employee stock purchase plan Net settlement on vesting of restricted stock Stock-based employee compensation charges Exercise of stock options Common shares issued to Directors Conversion of Convertible Senior Notes, net of tax of $3 Share Repurchase(a) December 31...

Page 102
...of acquisition: Receivables Inventories, prepaid expenses and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by operating activities Cash flows from investing activities Net change in restricted cash and cash equivalents Revenue...

Page 103
...amounts capitalized) Income taxes, net of refunds Supplemental disclosures of non-cash flow information: Purchases of revenue earning equipment included in accounts payable and accrued liabilities Sales of revenue earning equipment included in receivables Purchases of property and equipment included...

Page 104
..., publicly traded companies. One of the companies will continue to operate the Hertz, Dollar, Thrifty and Firefly car rental businesses as well as Donlen; and the other will operate the Hertz Equipment Rental Corporation, or "HERC." The separation is planned to be in the form of a tax-free spin-off...

Page 105
... amounts receivable for renter obligations related to damaged vehicles; reserve estimates associated with allowances for doubtful accounts, including credit memos; 93 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 106
...current estimates. The Company's former Chief Executive Officer further encouraged employees to focus on potential business risks and opportunities, and on potential financial or operating performance gaps, as well as ways of ameliorating potential risks or gaps, including through accounting reviews...

Page 107
... employed for doubtful customer accounts and credit memo allowances for the international car rental business inappropriately used inaccurate write-off rates for receivables, aggregated receivables with significantly different credit risks for purposes of analysis and did not include a reserve...

Page 108
... Salvaged Vehicles (U.S. Car Rental) - This restatement matter relates to the reserve for estimated vehicle damages incurred in the U.S. car rental business but not reported as of period ends. The methodology used to estimate the reserve was changed without appropriate supporting documentation...

Page 109
...-tax earnings was $13 million in 2013 and cumulatively. (o) Hertz #1 Gold Points Liability (U.S. Car Rental) - The Company has made adjustments to the reserves established for the liability associated with the redemption of points earned by customers enrolled in the Hertz Gold Plus Rewards Program...

Page 110
... tax assets and liabilities associated with depreciation of intangible assets and net operating loss carryforwards. (t) Change in Accounting Principle - In 2014, the Company changed its method of calculating the market-related value of pension assets for purposes of determining the expected return...

Page 111
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 112
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 113
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 114
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 115
...acquisition: Receivables Inventories, prepaid expenses and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by (used in) operating activities Cash flows from investing activities: Net change in restricted cash and cash equivalents...

Page 116
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 117
...acquisition: Receivables Inventories, prepaid expenses and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by (used in) operating activities Cash flows from investing activities: Net change in restricted cash and cash equivalents...

Page 118
... in the United States of America ("U.S. GAAP"). In 2014, the Company changed its method of calculating the market-related value of pension assets for the U.S. Plan for purposes of determining the expected return on plan assets and accounting for asset gains and losses. The new method uses fair value...

Page 119
... financial statements include depreciation of revenue earning equipment, reserves for litigation and other contingencies, accounting for income taxes and related uncertain tax positions, pension and postretirement benefit costs, the fair value of assets and liabilities acquired in business...

Page 120
...aggregate basis the residual value of the cars covered by the programs upon sale according to certain parameters which include the holding period, mileage and condition of the cars. These repurchase and guaranteed depreciation programs limit the Company's residual risk with respect to cars purchased...

Page 121
... value less costs to sell. Financial Instruments The Company is exposed to a variety of market risks, including the effects of changes in interest rates, gasoline and diesel fuel prices and foreign currency exchange rates. The Company manages exposure to these market risks through regular operating...

Page 122
... of the Hertz, Dollar, Thrifty and Firefly brands under franchise agreements. The Company also derives revenue from other forms of rental related activities, such as sales of loss damage waivers, insurance products, fuel and fuel service charges, navigation units, new equipment sales and other...

Page 123
...and repairs, including the cost of minor replacements, to maintenance expense. Costs of major replacements of units of property are capitalized to property and equipment accounts and depreciated. 2014 impairments and asset write-downs During the second quarter 2014, the Company terminated a business...

Page 124
... Level 3 - Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. Environmental Liabilities The use of automobiles and other vehicles is subject to various governmental controls designed to limit environmental damage, including those...

Page 125
... and did not have a material impact on the Company's financial position, results of operations or cash flows. 113 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is...

Page 126
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 127
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 128
...$87.50 per share in cash paid in the tender offer. The total purchase price was approximately $2,592 million, which was comprised of $2,551 million of cash, including the Company's use of approximately $404 million of cash and cash equivalents available from Dollar Thrifty, and the fair value of its...

Page 129
... acquired and liabilities assumed in the acquisition based on their estimated fair values as of the close of the acquisition (in millions): Cash and cash equivalents Restricted cash and cash equivalents Receivables Inventories Prepaid expenses and other assets Revenue earning equipment Property...

Page 130
... the results of operations of the Advantage business and locations to be divested where Dollar Thrifty operated at least one of its brands prior to the consummation of the Dollar Thrifty acquisition. Including an estimated amount of leasing revenue to be earned by Hertz from leasing vehicles to the...

Page 131
... in exchange for certain payments and the orderly return of such vehicles to Hertz. In addition, the Simply Wheelz Purchase Agreement, the Simply Wheelz Support Agreement and the Simply Wheelz Credit Agreement, which had no amounts outstanding at the time, were terminated. Note 6-Debt The Company...

Page 132
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 133
... liquidity needs arise from debt service on its indebtedness and from the funding of its costs of operations, acquisitions and capital expenditures. The Company believes that cash generated from operations and cash received on the disposal of vehicles and equipment, together with amounts available...

Page 134
... parent (Hertz Investors, Inc.) and certain of its direct and indirect U.S. subsidiaries (subject to certain exceptions, including Hertz International Limited, 122 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 135
... and in February 2014, the Company added Firefly Rent A Car LLC as a guarantor under certain of its debt instruments and credit facilities, including the Senior Term Facility. The Company refers to Hertz and its subsidiaries as the Hertz credit group. The Senior Credit Facilities contain a number of...

Page 136
... the Company's closing common stock price per share exceeded $10.77 for at least 20 trading days during the 30 consecutive trading day period ending on December 31, 2012. 124 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 137
... Holdings and Hertz, whether directly or indirectly. HVF II U.S. ABS Program In November 2013, Hertz established a securitization platform, the HVF II U.S. ABS Program, designed to facilitate its financing activities relating to the vehicle fleet used by Hertz in the U.S. daily car rental operations...

Page 138
... the sale of the HVF II Series 2013-A Notes were used to refinance nearly all of the outstanding Series 2009-1 Variable Funding Rental Car Asset-Backed Notes previously issued by HVF, the collateral for which consisted primarily of a substantial portion of the rental car fleet used in Hertz 's and...

Page 139
...five year Series 2013-1 Rental Car Backed Notes, Class A and Class B, or the "HVF Series 2013-1 Notes," collectively. See Note 20, "Subsequent Events" regarding additional waivers related to the HVF U.S. Fleet Medium Term Notes. 127 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by...

Page 140
... rental car fleet used in Hertz's, Dollar Thrifty's and Firefly's U.S. car rental operations and contractual rights related to such vehicles that have been allocated as the collateral for RCFC's financings. References to the "RCFC U.S. ABS Program " include RCFC's U.S. Fleet Variable Funding Notes...

Page 141
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 142
... in the owned rental car fleet used in its car rental operations in France and The Netherlands and certain contractual rights related to such vehicles. In March 2014, the maturity date of the European Securitization was extended from July 2014 to July 2015. In October 2014, the Company entered into...

Page 143
... owned rental car fleet used in its car rental operations in Australia and certain contractual rights related to such vehicles. In October 2014, the maturity date of the Australian Securitization was extended to December 2016. See Note 20, "Subsequent Events" regarding additional waivers related to...

Page 144
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 145
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 146
... four quarters most recently ended. As of December 31, 2014, the Company was not subject to the fixed charge coverage ratio test. Cash Restrictions Certain amounts of cash and cash equivalents are restricted for the purchase of revenue earning vehicles and other specified uses under the Fleet Debt...

Page 147
... United States Internal Revenue Code. Certain eligible participants under the 401(k) Plan will also receive additional employer contribution amounts to their 401(k) Plan account depending on their years of service and age. The Company reserves the right to change its benefit offerings, at any time...

Page 148
... employees who become plan members on or after January 1, 2014 were eligible for a flat 3% annual compensation credit, regardless of the member's number of months of continuous service. The Company also sponsors postretirement health care and life insurance benefits for a limited number of employees...

Page 149
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 150
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 151
... managers and is benchmarked to the Barclays Long Govt/Credit Index. The Plan assumes a 7.4% rate of return on assets expected long-term annual weightedaverage for the Plan in total. In 2014, the Company changed its method of calculating the market-related value of pension assets for the U.S. Plan...

Page 152
... funds managed by professional investment managers. The U.K. Plan assumes a 7.5% rate of return on assets expected long-term weighted-average for the Plan in total. 140 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 153
...a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation. 141 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

Page 154
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 155
...was paid in December 2012. Note 8-Stock-Based Compensation Plans On February 28, 2008, the Company's Board of Directors adopted the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or the "Omnibus Plan," which was approved by its stockholders at the annual meeting of stockholders held on May...

Page 156
... Company will recognize compensation cost on a straight-line basis over the vesting period. The value of each option award is estimated on the grant date using a Black-Scholes option valuation model that incorporates the assumptions noted in the following table. Because the stock of Hertz Holdings...

Page 157
... $ Additional information pertaining to option activity under the plans is as follows: Years ended December 31, (In millions) 2014 2013 2012 Aggregate intrinsic value of stock options exercised Cash received from the exercise of stock options Fair value of options that vested Tax benefit realized...

Page 158
... net interest expense, consolidated income taxes and consolidated depreciation (which includes revenue earning equipment lease charges) and amortization and "Corporate EBITDA," represents EBITDA as adjusted for car rental fleet interest, car rental fleet depreciation and certain other items, as...

Page 159
... recognized compensation cost for the amount of the discount on the stock purchased by its employees under the ESPP of $1 million in each of the years ended December 31, 2013 and 2012. The plan was suspended in 2014 due to the Company's non-timely SEC filing status. Note 9-Revenue Earning Equipment...

Page 160
...Contents HERTZ GLOBTL HOLDINGS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) Years Ended December 31, Increase (decrease) (In millions) 2014 2013 (Ts Restated) 2012 (Ts Restated) U.S. Car Rental International Car Rental Worldwide Equipment Rental Total Note 10-Taxes...

Page 161
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 162
.... The open tax years for these jurisdictions span from 2003 to 2014. The Internal Revenue service completed their audit of the Company's 2007 to 2011 tax returns and had no changes to the previously filed tax returns. Several U.S. state and non-U.S. jurisdictions are under audit. 150 Source: HERTZ...

Page 163
... leases with terms up to 50 years. A number of its operating leases contain renewal options. These renewal options vary, but the majority include clauses for renewal for various term lengths at various rates, both fixed and market. 151 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered...

Page 164
...the Company's Donlen operating segment which provides fleet leasing and management services and is not considered a separate reportable segment in accordance with applicable accounting standards, together with other business activities, such as its claim management services. â€¢ â€¢ In addition to...

Page 165
...U.S. car rental International car rental Worldwide equipment rental All other operations Total Tdjusted pre-tax income(a) U.S. car rental International car rental Worldwide equipment rental All other operations Corporate Total Depreciation of revenue earning equipment and lease charges, net U.S. car...

Page 166
Table of Contents HERTZ GLOBTL HOLDINGS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) Years ended December 31, (In millions) 2014 2013 (Ts Restated) 2012 (Ts Restated) Revenue earning equipment and capital assets, non-fleet U.S. car rental: Expenditures Proceeds ...

Page 167
... HERTZ GLOBTL HOLDINGS, INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) Ts of December 31, (In millions) 2014 2013 (Ts Restated) Total assets at end of year U.S. car rental International car rental Worldwide equipment rental All other operations Corporate Total Revenue...

Page 168
... reportable segments Corporate (1) Consolidated adjusted pre-tax income (loss) Tdjustments: Acquisition accounting(2) Debt-related charges(3) Restructuring charges(4) Restructuring related charges(5) Acquisition related costs and charges(6) Integration expenses(7) Equipment Rental spin-off costs...

Page 169
... the Company's 8.50% Former European Fleet Notes. In 2013, represents extinguishment of debt for Senior Convertible Notes. In 2014, represents impairments related to the Company's former corporate headquarters building in New Jersey, HERC revenue earning equipment held for sale and assets related to...

Page 170
... from the operation of motor vehicles and equipment rented from the Company. The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment, as stated on the Company's balance sheet, represents an estimate for both reported accident claims not...

Page 171
..., directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising...

Page 172
..." for additional information. Note 15-Restructuring As part of the Company's ongoing effort to implement its strategy of reducing operating costs, as well as the integration of Dollar Thrifty the Company incurred the following restructuring costs: Years Ended December 31, (In millions) 2014 2013...

Page 173
... million related to the impairment of the Company's former corporate headquarters building in New Jersey which were recorded in direct operating and selling, general and administrative expenses, respectively. Note 16-Financial Instruments The Company employs established risk management policies and...

Page 174
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 175
...date and include management's judgment about assumptions market participants would use in pricing the asset or liability. 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...

Page 176
... information on the application of the use of fair value methodology. Cash Equivalents and Investments The Company's cash equivalents primarily consist of money market accounts which the Company measures at fair value on a recurring basis. The Company determines the fair value of cash equivalents...

Page 177
... of its corporate headquarters from Park Ridge, New Jersey to Estero, Florida. In connection with the relocation program, the Company entered into an agreement with a third-party provider of relocation services, part of which included purchases of the current residences of eligible employees on its...

Page 178
... stock of Hertz Holdings in favor of the election of all of Hertz Holdings' director nominees at each annual or special meeting of Hertz Holdings. Also pursuant to the Nomination and Standstill Agreement, during the Board Representation Period, and subject to limited exceptions, the Icahn Group...

Page 179
... amount of 4.35% Rental Car Asset-Backed Notes, Class C. The net proceeds from the sale of the HVF II Series 2015-1 Notes were used (i) to repay a portion of the outstanding principal amount of HVF II's Series 2013-A 167 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar...

Page 180
... FINTNCITL STTTEMENTS (Continued) Notes and HVF II's Series 2014-A Notes and (ii) to make loans to HVF for HVF to acquire or refinance vehicles to be leased to the Company or DTG Operations, Inc. for use in their daily rental operations. Capitalized Leases : In May 2015, the U.K. Leveraged Financing...

Page 181
...a Statement of Objections claiming that several car rental companies, including Hertz and certain of its subsidiaries, violated French competition law by receiving historic market information from twelve French airports relating to the car rental companies operating at those airports and by engaging...

Page 182
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 183
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 184
...50) (*) Net income (loss) used in diluted earnings per share calculation includes interest income on convertible senior notes, net of tax of $1 million for the year to date third quarter 2014. 172 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Research...

Page 185
... (loss) used in diluted earnings per share calculation includes interest income on convertible senior notes, net of tax of $1 million, $4 million and $2 million for the first, second and third quarter 2013, respectively, and $5 million and $7 million for the year to date second quarter and year to...

Page 186
... and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by (used in) operating activities Cash flows from investing activities: Net change in restricted cash and cash equivalents Revenue earning equipment expenditures Proceeds from...

Page 187
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 188
... acquisition: Receivables Inventories, prepaid expenses and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by operating activities Cash flows from investing activities: Net change in restricted cash and cash equivalents Revenue...

Page 189
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 190
... employed for doubtful customer accounts and credit memo allowances for the international car rental business inappropriately used inaccurate write-off rates for receivables, aggregated receivables with significantly different credit risks for purposes of analysis and did not include a reserve...

Page 191
... time. (f) Accrued Salvaged Vehicles (U.S. Car Rental) - This restatement matter relates to the reserve for estimated vehicle damages incurred in the U.S. car rental business but not reported as of period ends. The methodology used to estimate the reserve was changed without appropriate supporting...

Page 192
... matter. (o) Hertz #1 Gold Points Liability (U.S. Car Rental) - The Company has made adjustments to the reserves established for the liability associated with the redemption of points earned by customers enrolled in the Hertz Gold Plus Rewards Program. The Company determined that these reserves were...

Page 193
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 194
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 195
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 196
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 197
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 198
..., except per share data) For the Six Months Ended June 30, 2013 Ts Previously Reported Revenues: Worldwide car rental Worldwide equipment rental All other operations Total revenues Expenses: Direct operating Depreciation of revenue earning equipment and lease charges, net Selling, general and...

Page 199
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 200
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 201
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 202
...acquisition: Receivables Inventories, prepaid expenses and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by (used in) operating activities Cash flows from investing activities: Net change in restricted cash and cash equivalents...

Page 203
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 204
...acquisition: Receivables Inventories, prepaid expenses and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by (used in) operating activities Cash flows from investing activities: Net change in restricted cash and cash equivalents...

Page 205
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 206
...acquisition: Receivables Inventories, prepaid expenses and other assets Accounts payable Accrued liabilities Accrued taxes Public liability and property damage Net cash provided by (used in) operating activities Cash flows from investing activities: Net change in restricted cash and cash equivalents...

Page 207
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 208
... Cash and cash equivalents Taxes receivable Investments in subsidiaries Total assets LITBILITIES TND STOCKHOLDERS' E(UITY Accounts payable with Hertz affiliate Debt Deferred taxes on income Total liabilities Stockholders' equity: Preferred Stock, $0.01 par value, 200 shares authorized, no shares...

Page 209
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 210
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 211
...comprehensive income Proceeds from employee stock purchase plan Net settlement on vesting of restricted stock Stock-based employee compensation charges Exercise of stock options Common shares issued to Directors Conversion of Convertible Senior Notes, net of tax of $3 Share Repurchase(a) December 31...

Page 212
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 213
...million on an after-tax basis is included as a reduction to opening retained earnings as of January 1, 2012. In 2014, the Company changed its method of calculating the market-related value of pension assets for purposes of determining the expected return on plan assets and accounting for asset gains...

Page 214
...this Annual Report under the caption "Item 8-Financial Statements and Supplementary Data." Note 5 -Dividends During 2013 and 2012, Hertz Holdings received approximately $482 million and $25 million, respectively, of return of capital and cash dividends from its subsidiaries for the purchase of stock...

Page 215
... to the Notes to the consolidated financial statements included in this Annual Report under the caption Item 8, "Financial Statements and Supplementary Data." 203 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 216
... the policies or procedures may deteriorate. Management, including our new Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth...

Page 217
...certain instances an inappropriate emphasis on meeting internal budgets, business plans, and current estimates. Our former Chief Executive Officer further encouraged employees to focus on potential business risks and opportunities, and on potential financial or operating performance gaps, as well as...

Page 218
...the quarters of 2013, including the misstatements of direct operating expenses, accounts payable, accrued liabilities, allowance for doubtful accounts, prepaid expenses and other assets,and non-fleet property and equipment and the related accumulated depreciation. Additionally, the foregoing control...

Page 219
... President and Chief Executive Officer is one of four new members of our Board. The three other new directors joined our Board pursuant to the nomination and standstill agreement dated September 15, 2014 between the Company and the Icahn Group, which is included as Exhibit 99.1 to our Form 8-K filed...

Page 220
...in 2014 and 2015 related to the Oracle ERP system include Established a Financial Information Systems Steering Committee co-chaired by the Chief Accounting Officer and the Chief Information Officer to monitor activities and developments associated with our financial information systems; Established...

Page 221
... have implemented new procedures and enhanced controls governing our internal management-led Disclosure Committee, sub-certification, and external reporting processes associated with the review and approval of the content of our SEC filings and other public disclosures. Information and Communication...

Page 222
Table of Contents HERTZ GLOBTL HOLDINGS, INC. TND SUBSIDITRIES We also have increased the number and quality of personnel assigned to management's internal controls assessment process. In 2014, we hired a Vice President of SOX Compliance and a Director of SOX Compliance. During 2014 and 2015 we have...

Page 223
... of Hertz Holdings and Hertz since November 2006. Mr. Berquist is 64 years old. Mr. Berquist joined Marriott International, Inc. ("Marriott") in December 2002 as Executive Vice President, Financial Information and Enterprise Risk Management and served as Chief Accounting Officer of Marriott. In 2009...

Page 224
... Corporation in 2003 as Executive Vice President of Customers. He served as President from 2009 until 2010; Executive Vice President and Chief Operating Officer from 2008 to 2009; Executive Vice President and Chief Revenue Officer from 2006 to 2008; and Executive Vice President of Marketing, Sales...

Page 225
... served as a director of Hertz Holdings and Hertz since September 2014. Mr. Merksamer is 35 years old. Mr. Merksamer is a Managing Director of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P. (a diversified holding company engaged in a variety of businesses, including investment, automotive...

Page 226
... Business Experience Mr. Durham has served as a director of Hertz Holdings and Hertz since November 2006. Mr. Durham is 64 years old. Mr. Durham served as Director, President and Chief Executive Officer of Sabre, Inc. ("Sabre"), then a NYSEâ€'listed company providing information technology services...

Page 227
... 10. DIRECTORS, EXECUTIVE OFFICERS TND CORPORTTE GOVERNTNCE, continued Vincent J. Intrieri (Class II) Business Experience Mr. Intrieri has served as a director of Hertz Holdings and Hertz since September 2014. Mr. Intrieri is 58 years old. Mr. Intrieri has been employed by Icahn related entities...

Page 228
... Corporation in 2003 as Executive Vice President of Customers. He served as President from 2009 until 2010; Executive Vice President and Chief Operating Officer from 2008 to 2009; Executive Vice President and Chief Revenue Officer from 2006 to 2008; and Executive Vice President of Marketing, Sales...

Page 229
..., Mr. Best was an independent consultant providing Cerberus Capital Management (a New York-based private equity firm) with information technology support services. From 2008 to 2012, Mr. Best served as Chief Technology Officer at Ally Financial, Inc. (formerly, GMAC). From June 2003 through December...

Page 230
... and Analysis include both Hertz Holdings and Hertz. Executive Summary Our Company's financial and operating performance during 2014 was very disappointing. With respect to all of the financial measures used to measure success under our Company's annual and long-term incentive plans, results were...

Page 231
...management team in 2014 and 2015, and we believe these changes have better positioned our Company for future success. Among our NEOs these changes involved the departure of our Chief Executive Officer, our Chief Executive Officer of Hertz Equipment Rental Corporation, our Group President, Rent-A-Car...

Page 232
... â€¢ Use of stock options: 50% of each NEO's long-term equity incentive award will consist of stock options, reflecting the Compensation Committee's view that shareholder interests are best advanced at this time with a stock incentive that only provides value when the price of Hertz Holdings' common...

Page 233
... Chief Executive Officer of Hertz Equipment Rental Corporation ("HERC") on June 2, 2014 and served in that role until his resignation on May 20, 2015, and served as our interim CEO from September 7, 2014 to November 20, 2014; Michel Taride, who is our Group President, Rentâ€'Aâ€'Car International...

Page 234
... are important to Hertz Holdings' stockholders and our Compensation Committee believes that a compensation program that rewards results both annually and on a year-over-year basis provides the framework for superior long-term performance. Our compensation should be competitive and market-based to...

Page 235
... cash bonuses to reflect superior individual performance, new responsibilities or to compensate new hires for amounts forfeited from their previous employer. Retirement Benefits and Perquisites Variable Other Determining What We Pay - Survey Group As part of determining our compensation programs...

Page 236
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 237
...served as Chief Executive Officer of HERC from June 2014 through May 2015. (3) For Mr. Taride, these amounts have been converted to U.S. dollars from pounds sterling at the 12â€' month average rate of 1.64739. Senior Executive Bonus Plan Our NEOs' compensation includes an annual cash bonus computed...

Page 238
...as those used in the 2013 Corporate Performance Modifier, with the exception of return on total capital, which entirely replaced the 40%-weighted EVAÂ® metric. 226 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 239
...Is Why We Use It Adjusted Preâ€'Tax Income ("API") Return on Total Capital 40% No Equal to our income before acquisition accounting charges, nonâ€'cash interest items, income taxes, minority interest, restructuring expenses, significant oneâ€'time items and nonâ€'cash "markâ€'toâ€'market" income...

Page 240
...â€'Aâ€'Car Americas, Hertz Rent â€'Aâ€'Car International and Hertz Equipment Rental business units for 2014. The business units used in the EICP differ slightly from the reporting segments the Company uses for its financial statements because the Compensation Committee desires to use business units...

Page 241
...time that our fleet is unavailable for rent. (3) Employee satisfaction was measured through an employee pulse survey score. The Corporateâ€'weighted Business Unit Modifier used for our NEOs who do not report to a specific business unit was determined using the weighting described above, and equaled...

Page 242
... set forth under his employment agreement. The Board elected to pay Mr. MacDonald an additional cash bonus, retroactive to the date Mr. MacDonald was appointed as interim CEO of our Company, equal to a proportionate amount of a $500,000 annual bonus, in recognition of his increased responsibilities...

Page 243
... the approach used by the Company during 2013. In March 2014, PSUs were granted to certain of our NEOs as part of their annual longâ€'term equity incentive award. PSUs represent the right to receive a share of Hertz Holdings' common stock if certain performance goals are achieved and time periods...

Page 244
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 245
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 246
.... The use of stock options reflects the Compensation Committee's view that stockholder interests are best advanced at this time with a stock incentive that only provides value when the price of Hertz Holdings' common stock increases and, because the stock options expire after five years, requires...

Page 247
...been an employee of the Company for at least 20 years, with a car from our fleet and insurance on the car for the participant's benefit. The assigned car benefit is available for 15 years postâ€'retirement or until the participant reaches the age of 80, whichever occurs last. As of June 30, 2015, Mr...

Page 248
... use of company cars, financial planning and tax preparation assistance and annual physicals. In addition, our CEO uses corporate aircraft for personal and business related air travel. Attributed costs of these personal benefits for the NEOs for the fiscal year ended December 31, 2014 are included...

Page 249
... any type of arrangement, contract or transaction which has the effect of pledging shares or hedging the value of Hertz Holdings' common stock. Tax and Tccounting Considerations Section 162(m) of the Code operates to disallow public companies from taking a federal tax deduction for compensation in...

Page 250
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 251
... 718. Assumptions used in the calculation of these amounts are included in the note entitled "Stock â€' Based Compensation" in the notes to our Company's consolidated financial statements in our Form 10â€' K for the fiscal year ended December 31, 2014. Vesting of the Corporate EBITDA PSUs granted...

Page 252
... See the note entitled "Employee Retirement Benefits" in the notes to our consolidated financial statements in our Form 10â€' K for the fiscal year ended December 31, 2014. (4) Includes the following for 2014: Name Personal Use of Tircraft(a) Personal Use of Car and Driver (b) Financial Planning...

Page 253
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 254
... The EICP payments are based on adjusted preâ€' tax income, revenue and total return on total capital goals for the Company. The 242 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or...

Page 255
..."Stock-Based Compensation" in the notes to the Company's consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2014 for a discussion of the assumptions underlying these calculations. (3) Pursuant to the terms of Mr. Tague's employment agreement, he did not receive...

Page 256
... connection with his hire as our Chief Financial Officer in December 2013 will vest on December 9, 2016 if Mr. Kennedy continues to remain employed with us and retains at least 41,000 shares of our common stock through such date. 244 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered...

Page 257
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 258
...realized upon vesting based on $28.01 per share, the closing price of Hertz Holdings' common stock on March 1, 2014. 246 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed...

Page 259
... during last fiscal year ($) Name Plan name Number of years credited service (#) Present value of accumulated benefit(1) ($) John P. Tague The Hertz Corporation Account Balance Defined Benefit Pension Plan (the "Hertz Retirement Plan") The Hertz Corporation Benefit Equalization Plan (the "BEP...

Page 260
... in The Hertz Corporation Income Savings Plan due to Code limitations on compensation. Background on Previous Plans The Hertz Corporation Account Balance Defined Benefit Pension Plan is a tax â€'qualified pension plan for which we paid the entire cost. The benefit an employee receives is based...

Page 261
... when Hertz Holdings becomes current in its Exchange Act reporting requirements. The stock options and PSUs contemplated by Mr. Tague's employment agreement are intended to cover a multiple year period from November 20, 2014 to December 31, 2017. Based on applicable SEC and accounting rules, the...

Page 262
...that HERC's equipment rental business became a separate publicly-traded company, Mr. MacDonald was scheduled to receive an equity grant in the amount of $4,000,000 and was eligible for a matching equity grant equal to 1/3 of the stock he purchased (up to a $1,500,000 maximum match) within 60 days of...

Page 263
... process outlined in "Compensation Discussion and Analysis-Annual Cash Compensation-Annual Cash Incentive Program (EICP)" above; and (3) he became eligible for continued health and other certain benefits under Hertz's benefits plans for the same cost for 24 months after his separation. In addition...

Page 264
... as calculated in accordance with the process outlined in "Compensation Discussion and Analysis-Annual Cash Compensation-Annual Cash Incentive Program (EICP)" above; (3) became eligible for continued health and other certain benefits under Hertz's benefits plans for the same cost for 18 months after...

Page 265
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 266
..., dental and other welfare benefit plans (other than disability plans) until the earlier of the end of a number of years following the executive's termination of employment equal to the severance 254 â€¢ Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document...

Page 267
... based on the number of days elapsed since the second anniversary of the grant date. If a NEO's employment is terminated for any other reason, PSUs will be forfeited. (6) In March 2012, we made priceâ€' vested stock units grants to the NEOs pursuant to Hertz Holdings' 2008 Omnibus Plan. With respect...

Page 268
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 269
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 270
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 271
..., any amount otherwise payable in shares is paid in cash for purposes of the relevant quarter. Hertz Holdings does not pay additional fees to directors for attending Board or committee meetings. 259 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Research...

Page 272
... Board and committee service are payable quarterly in arrears. A director may elect, annually in advance, to receive shares of Hertz Holdings' common stock having the same fair market value in lieu of such cash fees. A director may elect to receive shares of phantom stock rather than receiving cash...

Page 273
... herein reflects the financial results of Hertz Holdings. Management uses EBITDA and Corporate EBITDA as operating performance and liquidity metrics for internal monitoring and planning purposes, including the preparation of our annual operating budget and monthly operating reviews, as well as...

Page 274
... Car rental fleet depreciation Car rental fleet interest Car rental fleet debt - related charges (b) Non-cash stock-based employee compensation charges (c) Restructuring and restructuring related charges (d) Acquisition related costs and charges (e) Integration expenses (f) Equipment Rental spin...

Page 275
... Notes. In 2014, primarily comprised of impairments related to our former corporate headquarters building in New Jersey and HERC revenue earning equipment held for sale. Additionally, 2014 includes write-downs of assets associated with a terminated business relationship. In 2013, primarily related...

Page 276
... compensation plans is set forth in Hertz Holdings Annual Report under the caption "Item 5-Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Equity Compensation Plan Information". Security Ownership of Certain Beneficial Owners, Directors...

Page 277
... of 391,907 shares of common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. All information regarding The Vanguard Group is based on that entity's report on Schedule 13G/A, filed February 10, 2015. 265 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July...

Page 278
...exercisable within sixty days; restricted stock units reported as owned outright or which will vest within sixty days; phantom shares issued under the Director Compensation Policy; and any shares that were purchased pursuant to Hertz Holdings' employee stock purchase plan. (5) Includes the following...

Page 279
... stock of Hertz Holdings in favor of the election of all of Hertz Holdings' director nominees at each annual or special meeting of Hertz Holdings. Also pursuant to the Nomination and Standstill Agreement, during the Board Representation Period, and subject to limited exceptions, the Icahn Group...

Page 280
...to our employees in connection with the relocation of our corporate headquarters from Park Ridge, New Jersey to Estero, Florida. In connection with the relocation program, we entered into an agreement with a third-party provider of relocation services, part of which included purchases of the current...

Page 281
... FEES TND SERVICES, continued (1) Audit fees were for services rendered in connection with the audit of the financial statements included in the Annual Reports of the Corporation and Hertz on Form 10â€' K, reviews of the financial statements included in the Corporation and Hertz's Quarterly Reports...

Page 282
...Cash Flows Notes to Consolidated Financial Statements 2. Financial Statement Schedules: Our financial statement schedules filed herewith are set forth in Part II, Item 8 of this Annual Report as follows: Hertz Global Holdings, Inc.-Schedule I-Financial Information of Registrant Hertz Global Holdings...

Page 283
... Officer Senior Executive Vice President and Chief Financial Officer Chief Executive Officer and Director Title Independent Non-Executive Chair of the Board of Directors 271 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 284
... Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.50% Senior Notes due 2018 (Incorporated by reference to Exhibit 4.1.8 to the Annual Report on Form 10-K of Hertz Global Holdings...

Page 285
...Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 7.375% Senior Notes due 2021 (Incorporated by reference to Exhibit 4.2.8 to the Annual Report on Form 10-K of Hertz Global Holdings...

Page 286
... Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.75% Senior Notes due 2019 (Incorporated by reference to Exhibit 4.3.8 to the Annual Report on Form 10-K of Hertz Global Holdings...

Page 287
... Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on November 6, 2009). Amendment No. 1 to the Second Amended and Restated Purchase and Sale Agreement, dated as of December 21, 2010, among The Hertz Corporation, Hertz Vehicle Financing LLC and Hertz General...

Page 288
... 2013, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Exchange Inc., and DB Services Americas, Inc. (Incorporated by reference to Exhibit 4.5.9 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19...

Page 289
... Trust Company Americas, as master collateral agent (Incorporated by reference to Exhibit 4.11.7 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on March 19, 2014). Second Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group...

Page 290
... 31, 2014, among Hertz Vehicle Financing II LP, as Issuer, The Hertz Corporation, as Group I Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, Certain Committed Note Purchasers, Certain Conduit Investors, Certain Funding Agents, and The Bank of New York Mellon Trust Company...

Page 291
... 2014, among The Hertz Corporation, Hertz Vehicle Financing II LP, Hertz Vehicle Financing LLC, Rental Car Finance Corp., DTG Operations, Inc., the Lenders party thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.20 to the Current Report...

Page 292
... AG New York Branch, as Administrative Agent, and SunTrust Bank, Royal Bank of Canada, and ING Capital LLC, each an additional commitment lender (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-33139) and The Hertz Corporation...

Page 293
...173023) of The Hertz Corporation, as filed on March 23, 2011).â€ Form of Price Vested Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.7.8 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001...

Page 294
...the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for awards in 2015).â€ * Form of Restricted Stock Unit Agreement under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (form used for awards in 2015).â€ * The Hertz Corporation Supplemental Retirement and Savings Plan...

Page 295
... to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-33139), as filed on August 6, 2010). Second Amended and Restated Indemnification Agreement, dated as of September 18, 2009, among The Hertz Corporation, Hertz Vehicles LLC, Hertz Funding Corp., Hertz General Interest...

Page 296
...Letter Agreement, dated as of December 12, 2013 between Chrysler Group LLC and The Hertz Corporation.â€¡* Term Sheet for Employment Arrangements with Chief Executive Officer, dated as of November 20, 2014, between Hertz Global Holdings, Inc. and John P. Tague (Incorporated by reference to Exhibit 10...

Page 297
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 298
... Internal Revenue Code od 1986, as amended drom time to time, and applicable rules and regulations thereunder. Rederence to any section od the Code shall be to that section as it may be renumbered, amended, supplemented or reenacted. Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered...

Page 299
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 300
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 301
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 302
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 303
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 304
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 305
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 306
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 307
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 308
... and Directorships. Effective as of May 20, 2015, MacDonald ceased to be Chief Executive Officer of Hertz Equipment Rental Corporation ("HERC"), and resigned from all director, officer or other positions he holds on behalf of the Companies (which for the avoidance of doubt and in conformity with...

Page 309
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 310
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 311
...provisions of the principles and guidelines set forth in the Hertz Standards of Business Conduct, the terms of which are incorporated herein, including, but not limited to, the restrictions on insider trading and use of Company assets and information contained therein. b. Notwithstanding anything to...

Page 312
...individuals holding the titles of Senior Vice President who reported directly to MacDonald at any time during his employment (including under the Letter Agreement) or the titles of Executive Vice President or higher, and the members, as of the date hereof, of the Boards of Directors of the Companies...

Page 313
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 314
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 315
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 316
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 317
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 318
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 319
...that Company or Employee may terminate employment at any time with or without Cause (as defined under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or any successor Company equity plan (the "Omnibus Plan")) and without advance notice. Special Award Bonus Payable. The Company shall pay...

Page 320
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 321
... Hertz Equipment Rental Corporation ("HERC") and its subsidiaries, from the car rental business of HGH, including the Company and its subsidiaries, which results in the two entities or their respective parent companies becoming unaffiliated and independent, publicly traded companies. 7. Code...

Page 322
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 323
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 324
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 325
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 326
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 327
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 328
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 329
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 330
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 331
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 332
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 333
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 334
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 335
...(b) of she Code 11 Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or...

Page 336
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 337
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 338
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 339
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 340
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 341
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 342
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 343
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 344
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 345
...ii), in the event of a Change in Control, the Restriction Period applicable to any outstanding Performance Stock Units subject to this Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted...

Page 346
...of assets in connection with the separation of the car rental and equipment rental businesses of the Company shall not be deemed to constitute a Change in Control. Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein...

Page 347
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 348
... been paid had the applicable financial results been reported accurately, and (b) that the Participant pay to the Company in cash all or a portion of the proceeds that the Participant realized from the sale of shares of Common Stock that had been received within the three-year period prior to the...

Page 349
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 350
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 351
... delivery. (l) Claw Back or Compensation Recovery Policy. Without limiting any other provision of this Agreement, and to the extent applicable, the Performance Stock Units granted Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information...

Page 352
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 353
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 354
... would cause the Performance Stock Units subject to this Agreement to fail to be "performance-based compensation" for purposes of Section 162(m) of the Code. Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may...

Page 355
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 356
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 357
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 358
... a financial restatement in settlement of Restricted Stock Units subject to this Agreement, and (c) that the Participant pay to the Company in cash all or a portion of the proceeds that the Participant realized from the sale of shares of Common Stock that had been received within the three-year...

Page 359
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 360
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Page 361
... minimum withholding tax obligations applicable with respect to such Restricted Stock Units. To the extent permitted by Section 409A of the Code, the Company may defer payments of cash or issuance or delivery of Common Stock until such requirements are satisfied. Without limiting the generality...

Page 362
... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... Interest LLC, DTG Operations, Inc. and Rental Car Finance Corp., ("Customer") to order and purchase 2015 model year vehicles from Chrysler Group LLC ("Chrysler") under Chrysler's Guaranteed Depreciation Program ("GDP") and Long Term Daily Rental Program ("LTDR" or "Risk"). Except as otherwise set...

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...forfeiture by Customer of the applicable incentives. All LTDR orders must include DRPP Program Order Code [*REDACTED*]. All sales must be reported as Type 7 sale with the program code number [*REDACTED*]. Additional LTDR incentives (i.e. the LTDR confidential incentive) will be paid monthly. Failure...

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...*] months / [*REDACTED*] days. c. This will apply to any 2014 Model Year vehicles. d. e. Vehicles must be sold at Chrysler closed auction to receive the In-Service Retention Bonus. This bonus supersedes the Retention Bonus extended in the GDP Program Rules. Source: HERTZ GLOBAL HOLDINGS INC...

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..., Director Fleet Sales L. Stevens, Fleet Controller Senior Vice President, Fleet - The Hertz Corporation Sr. Manager, Daily Rental Sales - Chrysler Fleet Operations Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained...

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 and issued our report thereon dated July 16, 2015. Note 7 to the financial statements describes a change in accounting principle for pension and other postretirement benefit plans...

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.... Firefly Rent A Car LLC HCM Marketing Corporation HERC Intermediate Holdings. LLC Hertz Aircraft, LLC Hertz Canada Vehicles Partnership Hertz Car Sales LLC Hertz Claim Management Corporation Hertz cealership One LLC Hertz Entertainment Services Corporation Hertz Equipment Rental Corporation Hertz...

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...Sales Corporation Hertz Vehicles LLC HVF II GP Corp. Navigation Solutions, L.L.C. Rental Car Intermediate Holdings, LLC The Hertz Corporation celaware celaware celaware celaware celaware celaware celaware celaware Firefly Hertz Car Sales Hertz Rent A Car Thrifty conlen Corporation conlen Mobility...

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... collar Firefly Hertz 24/7 Matthews Equipment Limited TCL Funding Limited Partnership Western Shut-cown (1995) Limited conlen Fleet Leasing, Ltd. China Hertz Equipment Rental Company Limited Hertz Car Rental Consulting (Shanghai) Co. Ltd. Hong Kong Hertz Equipment Rental Holdings (HK) Limited Hertz...

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...Hertz Claim Management GmbH Ireland Apex Processing Limited Hertz Europe Service Centre Limited Hertz Finance Centre Limited HERTZ FLEET LIMITEc Hertz International RE Limited Hertz International Treasury Limited Probus Insurance Company Europe Limited Italy Hertz Claim Management S.r.l. Hertz Fleet...

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... Management Services Sarl United Kingdom CCL Vehicle Rentals Ltd collar Thrifty Europe Limited Hertz (U.K.) Limited Hertz Claim Management Limited Hertz Equipment Rental (UK) Limited Hertz Europe Limited Hertz Holdings III UK Limited Hertz Receivables NL BV Hertz UK Receivables Limited Hertz Vehicle...

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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... involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b) Date: Jhly 16, 2015 By: /s/ JOHN P. TAGUE John P. Taghe Chief Exechtive Officer and Director Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by...

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... Financial Officer Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by MorningstarÂ® Document Researchâ„ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages...

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... Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: July 16, 2015 By: /s/ JOHN P. TAGUE John P. Tague Chief Executive Officer and Director Source: HERTZ GLOBAL HOLDINGS...

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EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Annual Report of Hertz Global Holdings, Inc. (the "Company") on Form 10-K for the period ending December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (...

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... not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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