Hertz 2015 Annual Report Download - page 145

Table of Contents
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Pursuant to the Nomination and Standstill Agreement, the Company and the Icahn Group entered into a confidentiality agreement pursuant to
which the Icahn Group agreed to treat any and all information concerning or relating to Hertz Holdings or any of its subsidiaries or affiliates
furnished to the Icahn Group or their representatives as confidential. In addition, the Company and the Icahn Group agreed to enter into a
customary registration rights agreement.
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In connection with its car and equipment rental businesses, the Company enters into millions of rental transactions every year involving millions of
customers. In order to conduct those businesses, the Company also procures goods and services from thousands of vendors. Some of those
customers and vendors may be affiliated with members of the Company's Board. The Company believes that all such rental and procurement
transactions have been conducted on an arms‑length basis and involved terms no less favorable to the Company than those that it believes would
have been obtained in the absence of such affiliation. It is Company management’s policy to bring to the attention of its Board any transaction with
a related party, even if the transaction arises in the ordinary course of business, if the terms of the transaction would be less favorable to the
Company than those to which it would agree to in normal commercial circumstances.
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In March 2014, the Company announced a $1 billion share repurchase program (the "2014 share repurchase program"). The program replaced the
$300 million share repurchase program that the Company announced in 2013, under which the Company repurchased 4 million shares of its
common stock at an aggregate purchase price of $87 million during the year ended December 31, 2013. The 2014 share repurchase program
permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions,
in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. The
timing and extent to which the Company repurchases its shares will depend upon, among other things, market conditions, share price, liquidity
targets and other factors. Share repurchases may be commenced or suspended at any time or from time to time without prior notice. During 2015,
the Company repurchased 37 million shares at an aggregate purchase price of approximately $605 million under the 2014 share repurchase
program. Repurchases are included in treasury stock in the accompanying condensed consolidated balance sheets as of December 31, 2015. As
of December 31, 2015, the approximate dollar value of shares that may yet be purchased under the 2014 share repurchase program is $396
million.
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Basic earnings per share has been computed based upon the weighted average number of common shares outstanding. Diluted earnings per share
has been computed based upon the weighted average number of common shares outstanding plus the effect of all potentially dilutive common
stock equivalents, except when the effect would be anti-dilutive.
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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.