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

FORM 10-Q

ý   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33139

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

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

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

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

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

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

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

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

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

There were 416,494,442 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding as of August 2, 2011.


HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

INDEX

 
   
  Page

PART I. FINANCIAL INFORMATION

   
     

ITEM 1.

 

Condensed Consolidated Financial Statements (Unaudited)

   

 

Report of Independent Registered Public Accounting Firm

 

1

 

Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010

 

2

 

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010

 

3

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010

 

4-5

 

Notes to Condensed Consolidated Financial Statements

 

6-33

     

ITEM 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

34-67

     

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

68

     

ITEM 4.

 

Controls and Procedures

 

68

PART II. OTHER INFORMATION

   
     

ITEM 1.

 

Legal Proceedings

 

69

     

ITEM 1A.

 

Risk Factors

 

69-70

     

ITEM 6.

 

Exhibits

 

70

SIGNATURE

 

71

EXHIBIT INDEX

 

72


Table of Contents

PART I—FINANCIAL INFORMATION

ITEM l.    Condensed Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have reviewed the accompanying condensed consolidated balance sheet of Hertz Global Holdings, Inc. and its subsidiaries as of June 30, 2011, and the related consolidated statements of operations for the three-month and six-month periods ended June 30, 2011 and June 30, 2010 and the consolidated statements of cash flows for the six-month periods ended June 30, 2011 and June 30, 2010. These interim financial statements are the responsibility of the Company's management.

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

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

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2010, and the related consolidated statements of operations, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February 25, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2010, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 5, 2011

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars)

Unaudited

 
  June 30,
2011
  December 31,
2010
 

ASSETS

             

Cash and cash equivalents

  $ 747,582   $ 2,374,170  

Restricted cash and cash equivalents

    274,289     207,576  

Receivables, less allowance for doubtful accounts of $19,099 and $19,708

    1,447,170     1,356,553  

Inventories, at lower of cost or market

    99,999     87,429  

Prepaid expenses and other assets

    464,947     352,782  

Revenue earning equipment, at cost:

             
 

Cars

    10,787,553     8,435,077  
   

Less accumulated depreciation

    (1,264,859 )   (1,199,355 )
 

Other equipment

    2,790,005     2,756,101  
   

Less accumulated depreciation

    (1,087,346 )   (1,052,414 )
           
     

Total revenue earning equipment

    11,225,353     8,939,409  
           

Property and equipment, at cost:

             
 

Land, buildings and leasehold improvements

    1,119,172     1,071,987  
 

Service equipment and other

    1,001,807     900,271  
           

    2,120,979     1,972,258  
   

Less accumulated depreciation

    (902,437 )   (808,689 )
           
     

Total property and equipment

    1,218,542     1,163,569  
           

Other intangible assets, net

    2,522,540     2,550,559  

Goodwill

    307,212     300,174  
           
     

Total assets

  $ 18,307,634   $ 17,332,221  
           

LIABILITIES AND EQUITY

             

Accounts payable

  $ 1,560,856   $ 944,973  

Accrued liabilities

    1,043,938     1,070,082  

Accrued taxes

    134,397     108,940  

Debt

    11,693,593     11,306,429  

Public liability and property damage

    286,018     278,685  

Deferred taxes on income

    1,457,194     1,491,789  
           
     

Total liabilities

    16,175,996     15,200,898  
           

Commitments and contingencies

             

Equity:

             

Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity

             
 

Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding

         
 

Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 416,415,936 and 413,462,889 shares issued and outstanding

    4,164     4,135  
 

Additional paid-in capital

    3,203,452     3,183,225  
 

Accumulated deficit

    (1,187,977 )   (1,110,362 )
 

Accumulated other comprehensive income

    97,262     37,823  
           
     

Total Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity

    2,116,901     2,114,821  

Noncontrolling interest

    14,737     16,502  
           
     

Total equity

    2,131,638     2,131,323  
           
     

Total liabilities and equity

  $ 18,307,634   $ 17,332,221  
           

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Unaudited

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2011   2010   2011   2010  

Revenues:

                         
 

Car rental

  $ 1,731,200   $ 1,582,983   $ 3,210,138   $ 2,979,554  
 

Equipment rental

    301,641     265,706     569,727     502,677  
 

Other

    39,452     30,897     72,431     58,243  
                   
   

Total revenues

    2,072,293     1,879,586     3,852,296     3,540,474  
                   

Expenses:

                         
 

Direct operating

    1,187,306     1,075,037     2,260,971     2,088,036  
 

Depreciation of revenue earning equipment and lease charges

    419,669     456,720     855,758     915,893  
 

Selling, general and administrative

    195,591     171,985     377,812     339,728  
 

Interest expense

    165,826     188,873     362,715     369,971  
 

Interest income

    (1,546 )   (6,791 )   (3,401 )   (9,069 )
 

Other (income) expense, net

    10,801         62,677      
                   
   

Total expenses

    1,977,647     1,885,824     3,916,532     3,704,559  
                   

Income (loss) before income taxes

    94,646     (6,238 )   (64,236 )   (164,085 )

Provision for taxes on income

    (34,561 )   (14,210 )   (4,621 )   (3,190 )
                   

Net income (loss)

    60,085     (20,448 )   (68,857 )   (167,275 )

Less: Net income attributable to noncontrolling interest

    (5,087 )   (4,673 )   (8,760 )   (8,251 )
                   

Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders

  $ 54,998   $ (25,121 ) $ (77,617 ) $ (175,526 )
                   

Weighted average shares outstanding (in thousands)

                         
 

Basic

    415,947     411,834     415,011     411,290  
 

Diluted

    451,818     411,834     415,011     411,290  

Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders:

                         
 

Basic

  $ 0.13   $ (0.06 ) $ (0.19 ) $ (0.43 )
 

Diluted

  $ 0.12   $ (0.06 ) $ (0.19 ) $ (0.43 )

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

Unaudited

 
  Six Months Ended
June 30,
 
 
  2011   2010  

Cash flows from operating activities:

             
 

Net loss

  $ (68,857 ) $ (167,275 )
 

Adjustments to reconcile net loss to net cash provided by operating activities:

             
   

Depreciation of revenue earning equipment

    809,433     881,540  
   

Depreciation of property and equipment

    77,140     78,571  
   

Amortization of other intangible assets

    33,679     32,700  
   

Amortization and write-off of deferred financing costs

    64,251     38,508  
   

Amortization and write-off of debt discount

    22,677     21,104  
   

Stock-based compensation charges

    16,630     19,308  
   

(Gain) loss on derivatives

    (2,203 )   5,047  
   

Amortization of cash flow hedges

        38,868  
   

Provision for losses on doubtful accounts

    14,313     10,295  
   

Asset writedowns

    23,311     14,215  
   

Deferred taxes on income

    (29,184 )   (3,818 )
   

Gain on sale of property and equipment

    (4,748 )   (2,176 )
 

Changes in assets and liabilities, net of effects of acquisition:

             
   

Receivables

    (187,818 )   (105,472 )
   

Inventories, prepaid expenses and other assets

    (57,878 )   (25,509 )
   

Accounts payable

    138,214     254,809  
   

Accrued liabilities

    (179,327 )   (69,523 )
   

Accrued taxes

    21,667     (5,220 )
   

Public liability and property damage

    (4,393 )   252  
           
     

Net cash provided by operating activities

    686,907     1,016,224  
           

Cash flows from investing activities:

             
 

Net change in restricted cash and cash equivalents

    (60,233 )   (389,242 )
 

Revenue earning equipment expenditures

    (5,466,856 )   (5,317,298 )
 

Proceeds from disposal of revenue earning equipment

    3,488,890     3,443,510  
 

Property and equipment expenditures

    (125,370 )   (92,018 )
 

Proceeds from disposal of property and equipment

    28,388     15,194  
 

Acquisitions, net of cash acquired

    (10,976 )   (157 )
 

(Purchase) sale of short-term investments, net

    (32,891 )   3,171  
 

Other investing activities

    1,303     817  
           
     

Net cash used in investing activities

  $ (2,177,745 ) $ (2,336,023 )
           

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Thousands of Dollars)

Unaudited

 
  Six Months Ended
June 30,
 
 
  2011   2010  

Cash flows from financing activities:

             
 

Proceeds from issuance of long-term debt

  $ 3,028,591   $ 681,370  
 

Payment of long-term debt

    (3,631,480 )   (756,964 )
 

Short-term borrowings:

             
   

Proceeds

    285,803     274,730  
   

Payments

    (489,217 )   (281,009 )
   

Proceeds (payments) under the revolving lines of credit, net

    728,855     1,423,403  
 

Distributions to noncontrolling interest

    (10,500 )   (7,630 )
 

Proceeds from employee stock purchase plan

    1,716     1,222  
 

Proceeds from exercise of stock options

    11,581     2,250  
 

Proceeds from disgorgement of stockholder short-swing profits

    72     111  
 

Net settlement on vesting of restricted stock

    (11,381 )   (5,670 )
 

Payment of financing costs

    (81,392 )   (24,972 )
           
     

Net cash provided by (used in) financing activities

    (167,352 )   1,306,841  
           

Effect of foreign exchange rate changes on cash and cash equivalents

    31,602     (75,836 )
           

Net change in cash and cash equivalents during the period

    (1,626,588 )   (88,794 )

Cash and cash equivalents at beginning of period

    2,374,170     985,642  
           

Cash and cash equivalents at end of period

  $ 747,582   $ 896,848  
           

Supplemental disclosures of cash flow information:

             

Cash paid during the period for:

             
 

Interest (net of amounts capitalized)

  $ 343,383   $ 264,563  
 

Income taxes

    25,338     30,694  

Supplemental disclosures of non-cash flow information:

             
 

Purchases of revenue earning equipment included in accounts payable and accrued liabilities

  $ 628,695   $ 828,881  
 

Sales of revenue earning equipment included in receivables

    263,954     530,856  
 

Purchases of property and equipment included in accounts payable

    59,633     29,125  
 

Sales of property and equipment included in receivables

    14,356     5,259  

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1—Background

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

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

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

or collectively the "Sponsors," acquired all of Hertz's common stock from Ford Holdings LLC. We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition."

In March 2011, the Sponsors sold 50,000,000 shares of their Hertz Holdings common stock to Goldman, Sachs & Co. as the sole underwriter in the registered public offering of those shares.

As a result of our initial public offering in November 2006 and subsequent offerings in June 2007, May 2009, June 2009 and March 2011, the Sponsors reduced their holdings to approximately 39% of the outstanding shares of common stock of Hertz Holdings.

In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the parent company of BAMLCP. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by BAMLCP and certain of its affiliates.

Note 2—Basis of Presentation

The significant accounting policies summarized in Note 2 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the United States Securities and Exchange Commission, or "SEC," on February 25, 2011, or the "Form 10-K," have been followed in preparing the accompanying condensed consolidated financial statements.

The December 31, 2010 condensed consolidated balance sheet data was derived from our audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America, or "GAAP."

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

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

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

For the six months ended June 30, 2010, we have revised net cash provided by operating activities and net cash used in investing activities within our consolidated statement of cash flows due to a gross-up of cash lease payments relating to our revenue earning equipment in the non-cash add back previously included in depreciation of revenue earning equipment and proceeds from disposal of revenue earning equipment.

For the six months ended June 30, 2010, we have also revised net cash used in investing activities and net cash provided by financing activities within our consolidated statement of cash flows to classify certain payments to a third party finance company for purchases of revenue earning equipment as cash outflows from financing activities as opposed to investing activities.

In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05, "Presentation of Comprehensive Income," requiring companies to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements of net income and other comprehensive income. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. These provisions will become effective for us beginning with our quarterly report for the period ended March 31, 2012.

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

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

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

Restricted cash and cash equivalents includes cash and cash equivalents that are not readily available for our normal disbursements. Restricted cash and cash equivalents are restricted for the purchase of revenue earning vehicles and other specified uses under our Fleet Debt facilities, for our Like-Kind Exchange Program, or "LKE Program," and to satisfy certain of our self-insurance regulatory reserve requirements. As of June 30, 2011 and December 31, 2010, the portion of total restricted cash and cash equivalents that was associated with our Fleet Debt facilities was $183.2 million and $115.6 million, respectively. The increase in restricted cash and cash equivalents associated with our fleet debt of $67.6 million from December 31, 2010 to June 30, 2011 was primarily related to the timing of purchases and sales of revenue earning vehicles.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 4—Goodwill and Other Intangible Assets

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

 
  Car Rental   Equipment
Rental
  Total  

Balance as of January 1, 2011

                   
 

Goodwill

  $ 336.4   $ 658.7   $ 995.1  
 

Accumulated impairment losses

    (43.0 )   (651.9 )   (694.9 )
               

    293.4     6.8     300.2  
               
 

Goodwill acquired during the period

   
1.8
   
0.2
   
2.0
 
 

Adjustments to previously recorded purchase price allocation

    (0.9 )   1.4     0.5  
 

Other changes during the period(1)

    4.3     0.2     4.5  
               

    5.2     1.8     7.0  

Balance as of June 30, 2011

                   
 

Goodwill

    341.6     660.5     1,002.1  
 

Accumulated impairment losses

    (43.0 )   (651.9 )   (694.9 )
               

  $ 298.6   $ 8.6   $ 307.2  
               

 

 
  Car Rental   Equipment
Rental
  Total  

Balance as of January 1, 2010

                   
 

Goodwill

  $ 335.8   $ 654.5   $ 990.3  
 

Accumulated impairment losses

    (43.0 )   (651.9 )   (694.9 )
               

    292.8     2.6     295.4  
               
 

Goodwill acquired during the year

   
2.7
   
4.3
   
7.0
 
 

Other changes during the year(1)

    (2.1 )   (0.1 )   (2.2 )
               

    0.6     4.2     4.8  

Balance as of December 31, 2010

                   
 

Goodwill

    336.4     658.7     995.1  
 

Accumulated impairment losses

    (43.0 )   (651.9 )   (694.9 )
               

  $ 293.4   $ 6.8   $ 300.2  
               

(1)
Primarily consists of changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

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

 
  June 30, 2011  
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Net
Carrying
Value
 

Amortizable intangible assets:

                   
 

Customer-related

  $ 606.6   $ (334.0 ) $ 272.6  
 

Other(1)

    64.6     (22.9 )   41.7  
               
   

Total

    671.2     (356.9 )   314.3  
               

Indefinite-lived intangible assets:

                   
 

Trade name

    2,190.0         2,190.0  
 

Other(2)

    18.2         18.2  
               
   

Total

    2,208.2         2,208.2  
               
     

Total other intangible assets, net

  $ 2,879.4   $ (356.9 ) $ 2,522.5  
               

 

 
  December 31, 2010  
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Net
Carrying
Value
 

Amortizable intangible assets:

                   
 

Customer-related

  $ 606.5   $ (304.6 ) $ 301.9  
 

Other(1)

    59.1     (18.6 )   40.5  
               
   

Total

    665.6     (323.2 )   342.4  
               

Indefinite-lived intangible assets:

                   
 

Trade name

    2,190.0         2,190.0  
 

Other(2)

    18.2         18.2  
               
   

Total

    2,208.2         2,208.2  
               
     

Total other intangible assets, net

  $ 2,873.8   $ (323.2 ) $ 2,550.6  
               

(1)
Other amortizable intangible assets primarily consist of our Advantage trade name and concession rights, reacquired franchise rights, non-compete agreements and technology-related intangibles.

(2)
Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.

Amortization of other intangible assets for the three months ended June 30, 2011 and 2010, was approximately $16.9 million and $16.3 million, respectively, and for the six months ended June 30, 2011 and 2010, was approximately $33.7 million and $32.7 million, respectively. Based on our amortizable intangible assets as of June 30, 2011, we expect amortization expense to be approximately $32.8 million for the remainder of 2011, $65.3 million in 2012, $64.0 million in 2013, $61.0 million in 2014, $59.8 million in 2015 and $13.4 million in 2016.

During the six months ended June 30, 2011, we added eight international car rental locations and one domestic equipment rental location through external acquisitions. These transactions have been accounted for using the acquisition method of accounting in accordance with GAAP and operating results of the acquired locations from the date of acquisition are included in our consolidated statement

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Unaudited


of operations. The allocation of the purchase price to the tangible and intangible net assets acquired is preliminary and subject to finalization. These acquisitions are not material to the consolidated amounts presented within our statement of operations for the three-month and six-month periods ended June 30, 2011.

Note 5—Taxes on Income

The effective tax rate for the three and six months ended June 30, 2011 was 36.5% and (7.2)%, respectively. The provision for taxes on income of $34.5 million in the three months ended June 30, 2011 increased from $14.2 million in the three months ended June 30, 2010, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized. The provision for taxes on income of $4.6 million in the six months ended June 30, 2011 increased from $3.2 million in the six months ended June 30, 2010, primarily due to lower loss before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

Note 6—Depreciation of Revenue Earning Equipment and Lease Charges

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

 
  Three Months Ended
June 30,
 
 
  2011   2010  

Depreciation of revenue earning equipment

  $ 453.3   $ 426.1  

Adjustment of depreciation upon disposal of revenue earning equipment

    (56.3 )   12.7  

Rents paid for vehicles leased

    22.7     17.9  
           
 

Total

  $ 419.7   $ 456.7  
           

 

 
  Six Months Ended
June 30,
 
 
  2011   2010  

Depreciation of revenue earning equipment

  $ 871.8   $ 854.0  

Adjustment of depreciation upon disposal of revenue earning equipment

    (62.4 )   27.5  

Rents paid for vehicles leased

    46.3     34.4  
           
 

Total

  $ 855.7   $ 915.9  
           

The adjustment of depreciation upon disposal of revenue earning equipment for the three months ended June 30, 2011 and 2010, included a net gain of $53.6 million and a net loss of $9.4 million, respectively, on the disposal of vehicles used in our car rental operations and a net gain of $2.7 million and a net loss of $3.3 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations. The adjustment of depreciation upon disposal of revenue earning equipment for the six months ended June 30, 2011 and 2010, included a net gain of $59.7 million and a net loss of $20.6 million, respectively, on the disposal of vehicles used in our car rental operations and a net gain of $2.7 million and a net loss of $6.9 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations.

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Depreciation rates are reviewed on a quarterly basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. During the six months ended June 30, 2011, depreciation rates being used to compute the provision for depreciation of revenue earning equipment were adjusted on certain vehicles in our car rental operations to reflect changes in the estimated residual values to be realized when revenue earning equipment is sold. These depreciation rate changes resulted in net decreases of $8.0 million and $8.6 million in depreciation expense for the three and six months ended June 30, 2011, respectively. During the three and six months ended June 30, 2011, depreciation rate changes in certain of our equipment rental operations resulted in net decreases of $1.3 million and $2.3 million in depreciation expense.

For the three months ended June 30, 2011 and 2010, our worldwide car rental operations sold approximately 42,800 and 42,000 non-program cars, respectively, a 1.9% year over year increase. For the six months ended June 30, 2011 and 2010, our worldwide car rental operations sold approximately 74,900 and 84,000 non-program cars, respectively, a 10.8% year over year decrease primarily due to an increase in car rental demand.

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Unaudited

Note 7—Debt

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

Facility
  Average
Interest
Rate at
June 30,
2011(1)
  Fixed or
Floating
Interest
Rate
  Maturity   June 30,
2011
  December 31,
2010
 

Corporate Debt

                           
 

Senior Term Facility(2)

    3.75 % Floating   3/2018   $ 1,396.5   $ 1,345.0  
 

Senior ABL Facility(2)

    2.26 % Floating   3/2016     125.0      
 

Senior Notes(3)

    7.32 % Fixed   1/2014–1/2021     2,669.1     3,229.6  
 

Senior Subordinated Notes

    10.50 % Fixed   1/2016         518.5  
 

Promissory Notes

    7.48 % Fixed   6/2012–1/2028     224.8     345.6  
 

Convertible Senior Notes

    5.25 % Fixed   6/2014     474.7     474.8  
 

Other Corporate Debt

    4.45 % Floating   Various     34.3     22.0  
 

Unamortized Net (Discount) Premium (Corporate)(4)

                  (77.6 )   (104.8 )
                         

Total Corporate Debt

                  4,846.8     5,830.7  
                         

Fleet Debt

                           

U.S. ABS Program

                           
 

U.S. Fleet Variable Funding Notes:

                           
   

Series 2009-1(5)

    1.13 % Floating   3/2013     1,713.0     1,488.0  
   

Series 2010-2(5)

    1.22 % Floating   3/2013     127.0     35.0  
 

U.S. Fleet Medium Term Notes

                           
   

Series 2009-2 Notes(5)

    4.95 % Fixed   3/2013–3/2015     1,384.3     1,384.3  
   

Series 2010-1 Notes(5)

    3.77 % Fixed   2/2014–2/2018     749.8     749.8  
   

Series 2011-1 Notes(5)

    2.86 % Fixed   3/2015–3/2017     598.0      

Other Fleet Debt

                           
 

U.S. Fleet Financing Facility

    1.44 % Floating   12/2011     165.0     163.0  
 

European Revolving Credit Facility

    5.05 % Floating   6/2013     315.3     168.6  
 

European Seasonal Revolving Credit Facility

    3.81 % Floating   11/2011     100.6      
 

European Fleet Notes

    8.50 % Fixed   7/2015     574.8     529.0  
 

European Securitization(5)

    4.51 % Floating   7/2012     332.4     236.9  
 

Canadian Securitization(5)

    1.16 % Floating   11/2011     127.9     80.4  
 

Australian Securitization(5)

    6.44 % Floating   12/2012     142.3     183.2  
 

Brazilian Fleet Financing Facility

    13.34 % Floating   12/2011     19.4     77.8  
 

Capitalized Leases

    4.64 % Floating   Various     511.9     398.1  
 

Unamortized Discount (Fleet)

                  (14.9 )   (18.4 )
                         

Total Fleet Debt

                  6,846.8     5,475.7  
                         

Total Debt

                $ 11,693.6   $ 11,306.4  
                         

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

(1)
As applicable, reference is to the June 30, 2011 weighted average interest rate (weighted by principal balance).

(2)
December 31, 2010 balance refers to the former facilities which were refinanced on March 11, 2011, see "2011 Events," below.

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Unaudited

(3)
References to our "Senior Notes" include the series of Hertz's unsecured senior notes set forth in the table below. As of June 30, 2011, the outstanding principal amount for each such series of the Senior Notes is also specified below.

Senior Notes
 
Outstanding Principal
8.875% Senior Notes due January 2014   $162.3 million
7.875% Senior Notes due January 2014   $306.8 million (€213.5 million)
7.50% Senior Notes due October 2018   $700 million
7.375% Senior Notes due January 2021   $500 million
6.75% Senior Notes due April 2019   $1,000 million
(4)
As of June 30, 2011 and December 31, 2010, $76.9 million and $87.7 million, respectively, of the unamortized corporate discount relates to the 5.25% Convertible Senior Notes.

(5)
Maturity reference is to the "expected final maturity date" as opposed to the subsequent "legal maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness expect the relevant indebtedness to be repaid. The legal final maturity date is the date on which the relevant indebtedness is legally due and payable.

Maturities

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

2012   $ 4,364.1   (including $4,167.7 of other short-term borrowings)
2013   $ 597.8    
2014   $ 743.1    
2015   $ 1,210.7    
2016   $ 963.9    
After 2016   $ 3,906.5    

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

Our short-term borrowings as of June 30, 2011 include, among other items, the amounts outstanding under the European Securitization, Australian Securitization, U.S. Fleet Financing Facility, U.S. Variable Funding Notes, Brazilian Fleet Financing Facility, Canadian Securitization, Capitalized Leases and European Revolving Credit Facility. These amounts are reflected as short-term borrowings, regardless of the facility maturity date, as these facilities are revolving in nature and/or the outstanding borrowings have maturities of three months or less. Short-term borrowings also include the Convertible Senior Notes which became convertible on January 1, 2011 and remain as such through September 30, 2011. As of June 30, 2011, short-term borrowings had a weighted average interest rate of 3.0%.

Letters of Credit

As of June 30, 2011, there were outstanding standby letters of credit totaling $580.3 million. Of this amount, $532.8 million was issued under the Senior Credit Facilities ($288.6 million of which was issued for the benefit of the ABS Program) and the remainder is primarily to support self-insurance programs (including insurance policies with respect to which we have agreed to indemnify the policy issuers for

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any losses) as well as airport concession obligations in the United States, Canada and Europe. As of June 30, 2011, none of these letters of credit have been drawn upon.

2011 Events

On January 1, 2011, our Convertible Senior Notes became convertible. This conversion right was triggered because our closing common stock price per share exceeded $10.77 for at least 20 trading days during the 30 consecutive trading day period ending on December 31, 2010. Since this same trigger was met in the periods ending March 31, 2011 and June 30, 2011, the Convertible Senior Notes continue to be convertible through September 30, 2011, and may be convertible thereafter, if one or more of the conversion conditions specified in the indenture is satisfied during future measurement periods. Our policy has been and continues to be to settle conversions of Convertible Senior Notes using a combination of cash and our common stock, which calls for settling the fixed dollar amount per $1,000 in principal amount in cash and settling in shares the excess conversion, if any.

In January 2011, Hertz redeemed in full its outstanding ($518.5 million principal amount) 10.50% Senior Subordinated Notes due 2016 which resulted in premiums paid of $27.2 million and the write-off of unamortized debt costs of $8.6 million. In January and February 2011, Hertz redeemed $1,105 million principal amount of its outstanding 8.875% Senior Notes due 2014 which resulted in premiums paid of $24.5 million and the write-off of unamortized debt costs of $14.4 million. Hertz used the proceeds from the September 2010 issuance of $700 million aggregate principal amount of 7.50% Senior Notes, the December 2010 issuance of $500 million aggregate principal amount of 7.375% Senior Notes and the February 2011 issuance of $500 million aggregate principal amount of 6.75% Senior Notes (see below) for these redemptions. Premiums paid during the six months ended June 30, 2011 of $51.7 million are recorded in "Other (income) expense, net" on our consolidated statement of operations.

In February 2011, Hertz issued $500 million aggregate principal amount of 6.75% Senior Notes due 2019. The 6.75% Senior Notes are guaranteed on a senior unsecured basis by the domestic subsidiaries of Hertz that guarantee its Senior Credit Facilities.

In February 2011, Hertz used existing corporate liquidity to pay off the maturing amount of the Brazilian Fleet Financing Facility.

In March 2011, Hertz issued an additional $500 million aggregate principal of the 6.75% Senior Notes due 2019 in a private offering. The proceeds of which were used in April 2011 to redeem $480 million principal amount of Hertz's outstanding 8.875% Senior Notes due 2014 which resulted in premiums paid during the three months ended June 30, 2011, of $10.7 million recorded in "Other (income) expense, net" on our consolidated statement of operations and the write-off of unamortized debt costs of $5.8 million.

In March 2011, Hertz refinanced its 2005 Senior Term Facility and 2005 Senior ABL Facility. A description of the new Senior Term Facility and Senior ABL Facility is set forth below. During the three months ended March 31, 2011, we recorded an expense of $9.3 million in "Interest expense" on our consolidated statement of operations associated with the write-off of unamortized debt costs in connection with the refinancing of our 2005 Senior Term Facility and 2005 Senior ABL Facility. Additionally, a portion of the unamortized debt costs associated with the 2005 Senior Term Facility and 2005 Senior ABL Facility are continuing to be amortized over the terms of the new Senior Term Facility and Senior ABL Facility. The determination of whether these costs were expensed or further deferred was dependent upon whether the terms of the old and new instruments were considered to be substantially different. In regards to the

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Senior Term Facility, the determination as to whether the 2005 Senior Term Facility and the new Senior Term Facility were considered to be substantially different was made on a lender by lender basis using the "net method" which compares the cash flows related to the lowest common principal balance between the old and new instruments.

In March 2011, Hertz entered into a credit agreement that provides a $1,400.0 million secured term loan facility (as amended, the "Senior Term Facility"). In addition, the Senior Term Facility includes a pre-funded synthetic letter of credit facility in an aggregate principal amount of $200.0 million. Subject to the satisfaction of certain conditions and limitations, the Senior Term Facility allows for the addition of incremental term and/or revolving loans. Hertz used approximately $1,345.0 million of borrowings under the Senior Term Facility to refinance indebtedness under the 2005 Senior Term Facility. We reflected this transaction on a gross basis in our Consolidated Statement of Cash Flows in "Proceeds from issuance of long-term debt" and "Payment of long-term debt." During the six months ended June 30, 2011, we recorded financing costs of $6.6 million in "Interest expense" on our consolidated statement of operations associated with the new Senior Term Facility.

In March 2011, Hertz, Hertz Equipment Rental Corporation and certain other of our subsidiaries entered into a credit agreement that provides for aggregate maximum borrowings of $1,800.0 million (subject to borrowing base availability) on a revolving basis under an asset-based revolving credit facility (as amended, the "Senior ABL Facility"). Up to $1,500.0 million of the Senior ABL Facility is available for the issuance of letters of credit subject to certain conditions including issuing lender participation. Subject to the satisfaction of certain conditions and limitations, the Senior ABL Facility allows for the addition of incremental revolving and/or term loan commitments. In addition, the Senior ABL Facility permits Hertz to increase the amount of commitments under the Senior ABL with the consent of each lender providing an additional commitment, subject to satisfaction of certain conditions.

In March 2011, Hertz amended the Canadian Securitization to extend the maturity date from May 2011 to November 2011.

In June 2011, Hertz Vehicle Financing LLC, or "HVF," a special purpose bankruptcy remote limited liability company of which Hertz is the sole member, closed on $598 million in aggregate principal amount of 3.5 year and 5.5 year weighted average life Series 2011-1 Rental Car Asset Backed Notes, Class A and Class B.

In June 2011, Hertz Holdings Netherlands B.V., an indirect wholly-owned subsidiary of Hertz organized under the laws of The Netherlands, entered into an accordion facility, or the "European Seasonal Revolving Credit Facility," under the European Revolving Credit Facility that provides for aggregate maximum borrowings of €100 million (the equivalent of $143.7 million as of June 30, 2011), subject to borrowing base availability.

Registration Rights

Pursuant to the terms of exchange and registration rights agreements entered into in connection with the separate issuances of the 7.5% Senior Notes due 2018, the 7.375% Senior Notes due 2021 and the 6.75% Senior Notes due 2019, Hertz has agreed to file a registration statement under the Securities Act of 1933, as amended, to permit either the exchange of such notes for registered notes or, in the alternative, the registered resale of such notes. Hertz's failure to meet its obligations under the exchange and registration rights agreements, including by failing to have the respective registration statement become effective by a specified date or failing to complete the respective exchange offer by a specified

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date, will result in Hertz incurring special interest on such notes at a per annum rate of 0.25% for the first 90 days of any period where a default has occurred and is continuing, which rate will be increased by an additional 0.25% during each subsequent 90 day period, up to a maximum of 0.50%. On March 23, 2011, Hertz filed a registration statement for such notes and on May 25, 2011, Hertz filed an amended registration statement. We do not believe the special interest obligation is probable, and as such, we have not recorded any amounts with respect to this registration payment arrangement.

Guarantees and Security

There have been no material changes to the guarantees and security provisions of the debt instruments and credit facilities under which our indebtedness as of June 30, 2011 has been issued from the terms as disclosed in our Form 10-K.

Financial Covenant Compliance

Under the new terms of our amended Senior Term Facility and Senior ABL Facility, we are not subject to ongoing financial maintenance covenants; however, under the Senior ABL Facility we are subject to a springing financial maintenance covenant upon the occurrence of certain triggering events. As of June 30, 2011, no triggering event had occurred requiring testing of the springing financial maintenance covenant.

Borrowing Capacity and Availability

As of June 30, 2011, the following facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

 
  Remaining
Capacity
  Availability Under
Borrowing Base
Limitation
 

Corporate Debt

             

Senior ABL Facility

  $ 1,340.8   $ 828.9  
           
 

Total Corporate Debt

    1,340.8     828.9  
           

Fleet Debt

             

U.S. Fleet Variable Funding Notes

    298.1     29.6  

European Seasonal Revolving Credit Facility

    43.1     43.1  

European Securitization

    174.3     34.6  

Canadian Securitization

    101.4     20.3  

Australian Securitization

    121.2     2.6  

Brazilian Fleet Financing Facility

    0.9      

Capitalized Leases

    15.0      
           
 

Total Fleet Debt

    754.0     130.2  
           

Total

  $ 2,094.8   $ 959.1  
           

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

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Unaudited


assets in the relevant collateral pool. We refer to the amount of debt we can borrow given a certain pool of assets as the "borrowing base."

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

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

As of June 30, 2011, the Senior Term Facility had approximately $0.5 million available under the letter of credit facility and the Senior ABL Facility had $1,111.7 million available under the letter of credit facility sublimit, subject to borrowing base restrictions.

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

Some of these special purpose entities are consolidated variable interest entities, of which Hertz is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of rental vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of June 30, 2011 and December 31, 2010, our International Fleet Financing No. 1 B.V., International Fleet Financing No. 2 B.V. and HA Funding Pty, Ltd. variable interest entities had total assets primarily comprised of loans receivable and revenue earning equipment of $651.4 million and $652.1 million, respectively, and total liabilities primarily comprised of debt of $650.8 million and $651.6 million, respectively.

Note 8—Employee Retirement Benefits

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

 
  Pension Benefits    
   
 
 
  Postretirement
Benefits (U.S.)
 
 
  U.S.   Non-U.S.  
 
  Three Months Ended June 30,  
 
  2011   2010   2011   2010   2011   2010  

Components of Net Periodic Benefit Cost:

                                     
 

Service cost

  $ 6.9   $ 6.7   $ 1.8   $ 1.2   $   $  
 

Interest cost

    7.5     6.8     2.8     2.5     0.3     0.2  
 

Expected return on plan assets

    (8.1 )   (6.7 )   (3.1 )   (2.4 )        
 

Net amortization

    2.3     1.6     (0.3 )       0.1     (0.1 )
 

Settlement loss

    0.4     0.1                  
 

Curtailment gain

            (13.1 )            
                           
 

Net pension/postretirement expense

  $ 9.0   $ 8.5   $ (11.9 ) $ 1.3   $ 0.4   $ 0.1  
                           

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  Pension Benefits    
   
 
 
  Postretirement
Benefits (U.S.)
 
 
  U.S.   Non-U.S.  
 
  Six Months Ended June 30  
 
  2011   2010   2011   2010   2011   2010  

Components of Net Periodic Benefit Cost:

                                     
 

Service cost

  $ 13.1   $ 13.4   $ 3.5   $ 2.5   $ 0.1   $ 0.1  
 

Interest cost

    14.0     13.6     5.6     5.1     0.5     0.4  
 

Expected return on plan assets

    (15.2 )   (13.4 )   (6.2 )   (4.9 )        
 

Net amortization

    4.3     3.3     (0.6 )   (0.1 )   0.1     (0.2 )
 

Settlement loss

    0.7     0.4                  
 

Curtailment gain

            (13.1 )            
                           
 

Net pension/postretirement expense

  $ 16.9   $ 17.3   $ (10.8 ) $ 2.6   $ 0.7   $ 0.3  
                           

Our policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements. From time to time we make contributions beyond those legally required. For the three and six months ended June 30, 2011, we contributed $12.3 million and $57.1 million, respectively, to our worldwide pension plans, including discretionary contributions of $0.8 million and $13.2 million, respectively, to our United Kingdom, or "U.K.," defined benefit pension plan and benefit payments made through unfunded plans. For the three and six months ended June 30, 2010, we contributed $10.6 million and $46.6 million, respectively, to our worldwide pension plans, including discretionary contributions of $1.4 million and $3.2 million, respectively, to our U.K. defined benefit pension plan and benefit payments made through unfunded plans. Based upon the significant decline in asset values in 2008, which were in line with the overall market declines, it is likely we will continue to make cash contributions in 2011 and possibly in future years.

We sponsor a defined benefit pension plan in the U.K. On June 30, 2011, we approved an agreement with the trustees of that plan to cease all future benefit accruals to existing members and to close the plan to new members. We will introduce a defined contribution plan with company matching contributions to replace the defined benefit pension plan. The company matching contributions will generally be 100% of the employee contributions, up to 8% of pay, except that current members of the defined benefit plan will receive an enhanced match for five years. On scheme closure this will result in somewhat lower contributions this year into the defined benefit plan, which will be offset by matching contributions to the new defined contribution plan. We have recognized a gain of $13.1 million for the U.K. plan that represents unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily related to inactive employees.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 9—Stock-Based Compensation

In March 2011, we granted 371,505 Restricted Stock Units, or "RSUs," to certain executives and employees at fair values ranging from $14.60 to $15.02, 499,515 Performance Stock Units, or "PSUs," at a fair value of $14.60, and 193,798 PSUs at a fair value of $10.19 under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or the "Omnibus Plan." For the PSUs, 499,515 have a performance condition under which the number of units that will ultimately be awarded will vary from 0% to 150% of the original grant, based on the sum of 2011 and 2012 Corporate EBITDA results. The remaining 193,798 PSUs granted contain a market condition whereby the 20 day average trailing stock price must equal or exceed a certain price target at any time during the five year performance period. In May 2011, we granted 130,275 RSUs at a fair value of $16.39.

In March 2011, we granted options to acquire 2,108,944 shares of our common stock to certain executives and employees at exercise prices ranging from $14.60 to $15.02 under the Omnibus Plan.

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

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2011   2010   2011   2010  

Compensation Expense

  $ 7.6   $ 10.3   $ 16.6   $ 19.3  

Income Tax Benefit

    (3.0 )   (4.0 )   (6.4 )   (7.5 )
                   
 

Total

  $ 4.6   $ 6.3   $ 10.2   $ 11.8  
                   

As of June 30, 2011, there was approximately $49.4 million of total unrecognized compensation cost related to non-vested stock options, RSUs and PSUs granted by Hertz Holdings under the Prior Plans and the Omnibus Plan, including costs related to modifying the exercise prices of certain option grants in order to preserve the intrinsic value of the options, consistent with applicable tax law, to reflect special cash dividends of $4.32 per share paid on June 30, 2006 and $1.12 per share paid on November 21, 2006. The total unrecognized compensation cost is expected to be recognized over the remaining 1.7 years, on a weighted average basis, of the requisite service period that began on the grant dates.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 10—Segment Information

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

Adjusted pre-tax income (loss) is the measure utilized by management in making decisions about allocating resources to segments and measuring their performance. We believe this measure best reflects the financial results from ongoing operations. Adjusted pre-tax income (loss) is calculated as income (loss) before income taxes plus other reconciling items, non-cash purchase accounting charges, non-cash debt charges and certain one-time charges and non-operational items. The contribution of our reportable segments to revenues and adjusted pre-tax income (loss) and the reconciliation to consolidated amounts are summarized below (in millions of dollars).

 
  Three Months Ended June 30,  
 
  Revenues   Adjusted Pre-Tax Income
(Loss)
 
 
  2011   2010   2011   2010  

Car rental

  $ 1,768.8   $ 1,611.4   $ 242.2   $ 174.9  

Equipment rental

    301.7     265.8     33.4     14.4  
                   
   

Total reportable segments

    2,070.5     1,877.2     275.6     189.3  

Other

    1.8     2.4              
                       
   

Total

  $ 2,072.3   $ 1,879.6              
                       

Adjustments:

                         
 

Other reconciling items(1)

                (91.2 )   (93.5 )
 

Purchase accounting(2)

                (22.5 )   (22.5 )
 

Non-cash debt charges(3)

                (27.1 )   (49.6 )
 

Restructuring charges

                (33.7 )   (20.3 )
 

Restructuring related charges(4)

                (2.8 )   (2.0 )
 

Derivative losses(5)

                    (0.6 )
 

Acquisition related costs

                (6.1 )   (7.0 )
 

Pension adjustment(6)

                13.1      
 

Premiums paid on debt(7)

                (10.7 )    
                       
   

Income (loss) before income taxes

              $ 94.6   $ (6.2 )
                       

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

 

 
  Six Months Ended June 30,  
 
  Revenues   Adjusted Pre-Tax Income
(Loss)
 
 
  2011   2010   2011   2010  

Car rental

  $ 3,279.1   $ 3,033.1   $ 303.5   $ 202.0  

Equipment rental

    569.9     502.8     43.6     9.4  
                   
   

Total reportable segments

    3,849.0     3,535.9     347.1     211.4  

Other

    3.3     4.6              
                       
   

Total

  $ 3,852.3   $ 3,540.5              
                       

Adjustments:

                         
 

Other reconciling items(1)

                (178.7 )   (184.9 )
 

Purchase accounting(2)

                (43.1 )   (44.6 )
 

Non-cash debt charges(3)

                (87.0 )   (98.4 )
 

Restructuring charges

                (38.4 )   (31.0 )
 

Restructuring related charges(4)

                (3.3 )   (7.3 )
 

Derivative losses(5)

                    (2.3 )
 

Acquisition related costs

                (9.0 )   (7.0 )
 

Management transition costs

                (2.5 )    
 

Pension adjustment(6)

                13.1      
 

Premiums paid on debt(7)

                (62.4 )    
                       
   

Loss before income taxes

              $ (64.2 ) $ (164.1 )
                       

(1)
Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities such as our third-party claim management services.

(2)
Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased amortization of intangible assets.

(3)
Represents non-cash debt charges relating to the amortization and write-off of deferred debt financing costs and debt discounts. For the three and six months ended June 30, 2010, also includes $18.0 million and $38.9 million, respectively, associated with the amortization of amounts pertaining to the de-designation of the Hertz Vehicle Financing LLC, or "HVF," interest rate swaps as effective hedging instruments.

(4)
Represents incremental costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.

(5)
Represents the mark-to-market adjustment on our interest rate cap.

(6)
Represents a gain for the U.K. pension plan relating to unamortized prior service cost from a 2010 amendment that eliminated discretionary pension increases related to pre-1997 service primarily pertaining to inactive employees.

(7)
Represents premiums paid to redeem our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

Total assets increased $975.4 million from December 31, 2010 to June 30, 2011. The increase was primarily related to an increase in our car rental segment's revenue earning equipment, partly offset by a decrease in other cash and cash equivalents primarily relating to the redemption of our 10.5% Senior Subordinated Notes and a portion of our 8.875% Senior Notes.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 11—Total Equity

 
   
  Common Stock    
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
   
 
 
  Preferred
Stock
  Additional
Paid-In
Capital
  Accumulated
Deficit
  Non-
controlling
Interest
  Total
Equity
 
(in Millions)
  Shares   Amount  

December 31, 2010

  $     413.5   $ 4.1   $ 3,183.2   $ (1,110.4 ) $ 37.9   $ 16.5   $ 2,131.3  
 

Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders

                            (77.6 )               (77.6 )
 

Translation adjustment changes, net of tax

                                  58.7           58.7  
 

Unrealized holding gains on securities, net of tax

                                  1.2           1.2  
 

Unrealized gain on Euro-denominated debt, net of tax

                                  (14.9 )         (14.9 )
 

Defined benefit pension plans, net of tax

                                  14.4           14.4  
                                                 
 

Total Comprehensive Loss

                                              (18.2 )
                                                 
 

Net income relating to noncontrolling interest

                                        8.7     8.7  
 

Dividend payment to noncontrolling interest

                                        (10.5 )   (10.5 )
 

Employee stock purchase plan

          0.1           2.0                       2.0  
 

Net settlement on vesting of restricted stock

          1.2           (11.4 )                     (11.4 )
 

Stock-based employee compensation charges, net of tax

                      16.6                       16.6  
 

Exercise of stock options, net of tax

          1.6     0.1     11.6                       11.7  
 

Common shares issued to Directors

                      1.4                       1.4  
                                   

June 30, 2011

  $     416.4   $ 4.2   $ 3,203.4   $ (1,188.0 ) $ 97.3   $ 14.7   $ 2,131.6  
                                   

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

 

 
   
   
   
   
   
  Accumulated
Other
Comprehensive
Income
(Loss)
   
   
 
 
   
  Common Stock    
   
   
   
 
 
  Preferred
Stock
  Additional
Paid-In
Capital
  Accumulated
Deficit
  Non-
controlling
Interest
  Total
Equity
 
(in Millions)
  Shares   Amount  

December 31, 2009

  $     410.2   $ 4.1   $ 3,141.7   $ (1,062.3 ) $ (3.3 ) $ 17.2   $ 2,097.4  
 

Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders

                            (175.5 )               (175.5 )
 

Change in fair value of derivatives qualifying as cash flow hedges, net of tax

                                  29.0           29.0  
 

Translation adjustment changes, net of tax

                                  (83.2 )         (83.2 )
 

Unrealized gain on Euro-denominated debt, net of tax

                                  27.6           27.6  
 

Defined benefit pension plans, net of tax

                                  (0.9 )         (0.9 )
                                                 
 

Total Comprehensive Loss

                                              (203.0 )
                                                 
 

Dividend payment to noncontrolling interest

                                        (7.5 )   (7.5 )
 

Net income relating to noncontrolling interest

                                        8.2     8.2  
 

Employee stock purchase plan

          0.2           1.2                       1.2  
 

Net settlement on vesting of restricted stock

          1.5           (5.7 )                     (5.7 )
 

Stock-based employee compensation charges, net of tax

                      19.3                       19.3  
 

Exercise of stock options, net of tax

                      2.3                       2.3  
 

Common shares issued to Directors

                      1.3                       1.3  
 

Phantom shares issued to Directors

                      0.1                       0.1  
 

Proceeds from disgorgement of stockholder short-swing profits, net of tax

                      0.1                       0.1  
                                   

June 30, 2010

  $     411.9   $ 4.1   $ 3,160.3   $ (1,237.8 ) $ (30.8 ) $ 17.9   $ 1,913.7  
                                   

Accumulated other comprehensive income as of June 30, 2011 and December 31, 2010 includes accumulated translation gains of $173.6 million and $114.9 million, respectively, pension benefits of $(55.8) million and $(70.2) million, respectively, unrealized losses on our Euro-denominated debt of $(21.7) million and $(6.8) million, respectively, and unrealized holding gains of $1.3 million and $0.1 million respectively.

Note 12—Restructuring

As part of our ongoing effort to implement our strategy of reducing operating costs, we have evaluated our workforce and operations and made adjustments, including headcount reductions and business process reengineering resulting in optimized work flow at rental locations and maintenance facilities as well as streamlined our back-office operations and evaluated potential outsourcing opportunities. When we made adjustments to our workforce and operations, we incurred incremental expenses that delay the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited


benefit of a more efficient workforce and operating structure, but we believe that increased operating efficiency and reduced costs associated with the operation of our business are important to our long-term competitiveness.

During 2007 through 2010, we announced several initiatives to improve our competitiveness and industry leadership through targeted job reductions. These initiatives included, but were not limited to, job reductions at our corporate headquarters and back-office operations in the U.S. and Europe. As part of our re-engineering optimization we outsourced selected functions globally. In addition, we streamlined operations and reduced costs by initiating the closure of targeted car rental locations and equipment rental branches throughout the world. The largest of these closures occurred in 2008 which resulted in closures of approximately 250 off-airport locations and 22 branches in our U.S. equipment rental business. These initiatives impacted approximately 8,500 employees.

During the first quarter of 2011, we continued to streamline operations and reduce costs with the closure of several car rental and equipment rental locations globally as well as a reduction in our workforce by approximately 100 employees.

During the second quarter of 2011, we continued to streamline operations and reduce costs with the closure of twelve equipment rental locations in the U.S., consolidation of our European headquarters and the reduction in our global workforce by approximately 50 employees.

From January 1, 2007 through June 30, 2011, we incurred $512.7 million ($244.2 million for our car rental segment, $214.7 million for our equipment rental segment and $53.8 million of other) of restructuring charges.

Additional efficiency and cost saving initiatives are being developed during 2011. However, we presently do not have firm plans or estimates of any related expenses.

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

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2011   2010   2011   2010  

By Type:

                         
 

Involuntary termination benefits

  $ 3.4   $ 1.4   $ 4.4   $ 4.8  
 

Pension and post retirement expense

    0.3     0.3     0.3     0.6  
 

Consultant costs

    0.2         0.3     0.7  
 

Asset writedowns

    22.6     13.7     23.3     14.5  
 

Facility closure and lease obligation costs

    6.9     3.0     10.0     6.6  
 

Relocation costs and temporary labor costs

        1.2         2.5  
 

Other

    0.3     0.7     0.1     1.3  
                   
   

Total

  $ 33.7   $ 20.3   $ 38.4   $ 31.0  
                   

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

 

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2011   2010   2011   2010  

By Caption:

                         
 

Direct operating

  $ 30.4   $ 18.3   $ 34.5   $ 25.3  
 

Selling, general and administrative

    3.3     2.0     3.9     5.7  
                   
   

Total

  $ 33.7   $ 20.3   $ 38.4   $ 31.0  
                   

 

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2011   2010   2011   2010  

By Segment:

                         
 

Car rental

  $ 3.5   $ 4.2   $ 4.5   $ 9.5  
 

Equipment rental

    29.8     16.0     33.6     20.9  
 

Other reconciling items

    0.4     0.1     0.3     0.6  
                   
   

Total

  $ 33.7   $ 20.3   $ 38.4   $ 31.0  
                   

During the three and six months ended June 30, 2011, the after-tax effect of the restructuring charges decreased the income per share by $0.05 and increased the loss per share by $0.06, respectively. During the three and six months ended June 30, 2010, the after-tax effect of the restructuring charges increased the loss per share by $0.03 and $0.05, respectively.

The following table sets forth the activity affecting the restructuring accrual during the six months ended June 30, 2011 (in millions of dollars). We expect to pay the remaining restructuring obligations relating to involuntary termination benefits over the next twelve months. The remainder of the restructuring accrual relates to future lease obligations which will be paid over the remaining term of the applicable leases.

 
  Involuntary
Termination
Benefits
  Pension
and Post
Retirement
Expense
  Consultant
Costs
  Other   Total  

Balance as of January 1, 2011

  $ 6.3   $ 0.2   $ 0.1   $ 10.9   $ 17.5  
 

Charges incurred

    4.4     0.3     0.3     33.4     38.4  
 

Cash payments

    (7.8 )       (0.1 )   (0.8 )   (8.7 )
 

Other(1)

    0.1     (0.2 )       (26.0 )   (26.1 )
                       

Balance as of June 30, 2011

  $ 3.0   $ 0.3   $ 0.3   $ 17.5   $ 21.1  
                       

(1)
Consists of decreases of $23.3 million for asset writedowns, $2.8 million for facility closures, $0.3 million FAS 88 pension adjustment and $0.2 million for involuntary benefits, partly offset by an increase of $0.5 million due to foreign currency translation.

Note 13—Financial Instruments

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Fair value approximates the amount indicated on the balance sheet at June 30, 2011 and December 31, 2010 because of the short-term maturity of these instruments. Money market accounts, whose fair value at June 30, 2011, is measured using Level 1 inputs, totaling $309.8 million and $103.4 million are

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited


included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively. Money market accounts, whose fair value at December 31, 2010, is measured using Level 1 inputs, totaling $1,747.9 million and $24.1 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively.

Marketable Securities

Marketable securities held by us consist of equity securities classified as available-for-sale, which are carried at fair value and are included within "Prepaid expenses and other assets." Unrealized gains and losses, net of related income taxes, are included in "Accumulated other comprehensive income." As of June 30, 2011 and December 31, 2010, the fair value of marketable securities was $34.9 million and $0.0 million, respectively. For the three and six months ended June, 30, 2011, unrealized gains of $2.0 million and $2.0 million, respectively, were recorded in "Accumulated other comprehensive income." Fair values for marketable securities are based on Level 1 inputs consisting of quoted market prices.

Debt

For borrowings with an initial maturity of 93 days or less, fair value approximates carrying value because of the short-term nature of these instruments. For all other debt, fair value is estimated based on quoted market rates as well as borrowing rates currently available to us for loans with similar terms and average maturities (Level 2 inputs). The aggregate fair value of all debt at June 30, 2011 was $12,496.1 million, compared to its aggregate unpaid principal balance of $11,786.1 million. The aggregate fair value of all debt at December 31, 2010 was $12,063.5 million, compared to its aggregate unpaid principal balance of $11,429.6 million.

Derivative Instruments and Hedging Activities

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

 
  Fair Value of Derivative Instruments(1)  
 
  Asset Derivatives(2)   Liability Derivatives(2)  
 
  June 30,
2011
  December 31,
2010
  June 30,
2011
  December 31,
2010
 

Derivatives not designated as hedging instruments under ASC 815:

                         
 

Gasoline swaps

  $ 1.3   $ 3.1   $   $  
 

Interest rate caps

    2.4     7.2     2.4     7.2  
 

Foreign exchange forward contracts

    1.8     2.6     13.7     11.1  
 

Foreign exchange options

    0.2     0.1          
                   
   

Total derivatives not designated as hedging instruments under ASC 815

  $ 5.7   $ 13.0   $ 16.1   $ 18.3  
                   

(1)
All fair value measurements were primarily based upon significant observable (Level 2) inputs.

(2)
All asset derivatives are recorded in "Prepaid expenses and other assets" and all liability derivatives are recorded in "Accrued liabilities" on our condensed consolidated balance sheets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

 
  Amount of Gain or
(Loss) Recognized in
Other Comprehensive
Income (Loss)
on Derivative
(Effective Portion)
  Amount of Gain or
(Loss) Reclassified
from Accumulated
Other Comprehensive
Income (Loss)
into Income
(Effective Portion)
 
 
  Three Months Ended June 30,  
 
  2011   2010   2011   2010  

Derivatives in ASC 815 Cash Flow Hedging Relationship:

                         
 

HVF interest rate swaps

  $   $ (5.6 ) $   $ (23.6 )(1)

 

 
  Amount of Gain or
(Loss) Recognized in
Other Comprehensive
Income (Loss)
on Derivative
(Effective Portion)
  Amount of Gain or
(Loss) Reclassified
from Accumulated
Other Comprehensive
Income (Loss)
into Income
(Effective Portion)
 
 
  Six Months Ended June 30,  
 
  2011   2010   2011   2010  

Derivatives in ASC 815 Cash Flow Hedging Relationship:

                         
 

HVF interest rate swaps

  $   $ (8.8 ) $   $ (50.5 )(1)

Note:
As of December 31, 2010, the HVF interest rate swaps and associated debt matured. The location of the effective portion reclassified from "Accumulated other comprehensive income" into income is in "Interest expense" on our consolidated statement of operations. No amount of gain or loss was recognized in income (ineffective portion) during the three and six months ended June 30, 2011 and 2010.

(1)
Includes the amortization of amounts in "Accumulated other comprehensive income" associated with the de-designation of a previous cash flow hedging relationship.

 
   
  Amount of Gain or
(Loss) Recognized in
Income on Derivative
 
 
  Location of Gain or (Loss)
Recognized on Derivative
  Three Months Ended
June 30,
 
 
   
  2011   2010  

Derivatives Not Designated as Hedging Instruments under ASC 815:

                 
 

Gasoline swaps

  Direct operating   $ (0.2 ) $ (2.5 )
 

Interest rate caps

  Selling, general and administrative         (0.6 )
 

Foreign exchange forward contracts

  Selling, general and administrative     (7.3 )   (10.1 )
 

Foreign exchange options

  Selling, general and administrative          
               
   

Total

      $ (7.5 ) $ (13.2 )
               

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

 

 
   
  Amount of Gain or
(Loss) Recognized in
Income on Derivative
 
 
  Location of Gain or (Loss)
Recognized on Derivative
  Six Months Ended
June 30,
 
 
   
  2011   2010  

Derivatives Not Designated as Hedging Instruments under ASC 815:

                 
 

Gasoline swaps

  Direct operating   $ 2.9   $ (1.7 )
 

Interest rate caps

  Selling, general and administrative         (2.3 )
 

Foreign exchange forward contracts

  Selling, general and administrative     (7.9 )   (1.4 )
 

Foreign exchange options

  Selling, general and administrative         (0.1 )
               
   

Total

      $ (5.0 ) $ (5.5 )
               

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

We purchase unleaded gasoline and diesel fuel at prevailing market rates and maintain a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. We currently have in place swaps to cover a portion of our fuel price exposure through January 2012. We presently hedge a portion of our overall unleaded gasoline and diesel fuel purchases with commodity swaps and have contracts in place that settle on a monthly basis. As of June 30, 2011, our outstanding commodity instruments for unleaded gasoline and diesel fuel totaled approximately 6.6 million gallons and 1.8 million gallons, respectively. The fair value of these commodity instruments was calculated using a discounted cash flow method and applying observable market data (i.e., NYMEX RBOB Gasoline and U.S. Department of Energy surveys, etc.). Gains and losses resulting from changes in the fair value of these commodity instruments are included in our results of operations in the periods incurred.

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing for working capital needs. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to foreign exchange options are limited to the premium paid for the right to exercise the option and the future performance of the option's counterparty. Premiums paid for options outstanding as of June 30,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited


2011, were approximately $0.2 million. We limit counterparties to the transactions to financial institutions that have strong credit ratings. As of June 30, 2011 and December 31, 2010, the total notional amount of these foreign exchange options was $7.1 million and $3.5 million, respectively. As of June 30, 2011, these foreign exchange options mature through January 2012. The fair value of the foreign exchange options was calculated using a discounted cash flow method and applying observable market data (i.e. foreign currency exchange rates). Gains and losses resulting from changes in the fair value of these options are included in our results of operations in the periods incurred.

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations. As of June 30, 2011 and December 31, 2010, the total notional amount of these forward contracts was $808.8 million and $721.8 million, respectively. As of June 30, 2011 these foreign currency forward contracts mature within four months. The fair value of these foreign currency forward contracts was calculated based on foreign currency forward exchange rates.

On October 1, 2006, we designated our 7.875% Senior Notes due 2014 as an effective net investment hedge of our Euro-denominated net investment in our international operations. As a result of this net investment hedge designation, as of June 30, 2011 and December 31, 2010, losses of $21.7 million (net of tax of $14.7 million) and $6.8 million (net of tax of $5.1 million), respectively, attributable to the translation of our 7.875% Senior Notes due 2014 into the U.S. dollar are recorded in our condensed consolidated balance sheet in "Accumulated other comprehensive income."

Note 14—Related Party Transactions

Relationship with Hertz Investors, Inc. and the Sponsors

Other than as disclosed below, in the six months ended June 30, 2011, there were no material changes to our relationship with Hertz Investors, Inc. or the Sponsors.

On March 31, 2011, the Sponsors sold 50 million of our common shares to Goldman, Sachs & Co. as the sole underwriter in the registered public offering of those shares. Following this offering, the Sponsors continue to own an aggregate of approximately 160 million shares, or approximately 39% of our outstanding common stock.

Financing Arrangements with Related Parties

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

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

As of June 30, 2011 and December 31, 2010, approximately $197 million and $255 million, respectively, of our outstanding debt was with related parties.

See Note 7—Debt.

Note 15—Contingencies and Off-Balance Sheet Commitments

Off-Balance Sheet Commitments

As of June 30, 2011 and December 31, 2010, the following guarantees (including indemnification commitments) were issued and outstanding.

Indemnification Obligations

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

Sponsors; Directors

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

Environmental

We have indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which we may be held responsible could be substantial. The probable expenses that we expect to incur for such matters have been accrued, and those expenses are reflected in our condensed consolidated financial statements. As of June 30, 2011 and December 31, 2010, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in our condensed consolidated balance sheets in "Accrued liabilities" were $1.7 million and $1.6 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions,

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited


including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Legal Proceedings

From time to time we are a party to various legal proceedings. We are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles and equipment rented from us and our licensees. The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment, as stated on our balance sheet, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on a non-discounted basis. Reserve requirements are based on actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. At June 30, 2011 and December 31, 2010 our liability recorded for public liability and property damage matters was $286.0 million and $278.7 million, respectively. We believe that our analysis was based on the most relevant information available, combined with reasonable assumptions, and that we may prudently rely on this information to determine the estimated liability. We note the liability is subject to significant uncertainties. The adequacy of the liability reserve is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

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

The following recent development pertaining to a legal proceeding described in our Form 10-K is furnished on a supplemental basis:

In May 2011, the judge in the related cases of Janet Sobel et al. v. The Hertz Corporation and Lydia Lee et al. v. Enterprise Rent-A-Car Company et al. denied the plaintiffs' motion for final approval of the proposed settlement and denied the plaintiffs' motion for attorneys' fees, expenses and incentive awards as moot. The court concluded that the absence of evidence as to the actual value to the class of the coupons offered in settlement and the value of the claims to be surrendered precluded a finding that the settlement is fair, reasonable and adequate.

None of the other legal proceedings described in our Form 10-K have experienced material changes.

In addition to the above mentioned and those described in our Form 10-K or in our other filings with Securities and Exchange Commission, various other legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against us and our subsidiaries. Other than with respect to the aggregate claims for public liability and property damage

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited


pending against us, management does not believe that any of the matters resolved, or pending against us, are material to us and our subsidiaries taken as a whole.

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

Note 16—Earnings (Loss) Per Share

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

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

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2011   2010   2011   2010  

Basic and diluted earnings (loss) per share:

                         

Numerator:

                         
 

Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders

  $ 55.0   $ (25.1 ) $ (77.6 ) $ (175.5 )
                   

Denominator:

                         
 

Weighted average shares used in basic computation

    415.9     411.8     415.0     411.3  
 

Add: Stock options, RSUs and PSUs

    8.3              
 

Add: Potential issuance of common stock upon conversion of Convertible Senior Notes

    27.6              
                   
 

Weighted average shares used in diluted computation

    451.8     411.8     415.0     411.3  
                   

Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic

  $ 0.13   $ (0.06 ) $ (0.19 ) $ (0.43 )

Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted

  $ 0.12   $ (0.06 ) $ (0.19 ) $ (0.43 )

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Diluted earnings (loss) per share computations for the three and six months ended June 30, 2011 excluded the weighted-average impact of the assumed exercise of approximately 5.0 million and 21.2 million shares, respectively, of stock options, RSUs and PSUs, respectively, because such impact would be antidilutive. Additionally, for the six months ended June 30, 2011, there was no impact to the diluted earnings (loss) per share computations associated with the Convertible Senior Notes, because such impact would be antidilutive. Diluted earnings (loss) per share computations for the three and six months ended June 30, 2010 excluded the weighted-average impact of the assumed exercise of approximately 23.7 million stock options, RSUs and PSUs because such impact would be antidilutive. Additionally, for the three and six months ended June 30, 2010, there was no impact to the diluted earnings (loss) per share computations associated with the Convertible Senior Notes, because such impact would be antidilutive.

Note 17—Subsequent Events

On July 12, 2011, Hertz entered into a definitive merger agreement under which it will acquire a fleet leasing and management services company, Donlen Corporation, or "Donlen," for an aggregate purchase price of $250 million, subject to adjustment either upward or downward based on the net assets of Donlen at closing. In addition, Hertz will assume or refinance approximately $680 million of Donlen's outstanding fleet debt. The transaction is subject to customary closing conditions and regulatory approvals and has been approved by the board of directors and stockholders of Donlen.

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

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

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

Cautionary Note Regarding Forward-Looking Statements

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

Some important factors that could affect our actual results include, among others, those that may be disclosed from time to time in subsequent reports filed with the SEC, those described under "Item 1A—Risk Factors" included in Hertz Holdings' Annual Report on Form 10-K and for the fiscal year ended December 31, 2010, filed with the SEC, on February 25, 2011, or our "Form 10-K," and in Part II, "Item 1ARisk Factors" included in this Form 10-Q and the following, which were derived in part from the risks set forth in the Form 10-K:

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

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

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

Corporate History

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

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

or collectively the "Sponsors," acquired all of Hertz's common stock from Ford Holdings LLC. We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition."

In March 2011, the Sponsors sold 50,000,000 shares of their Hertz Holdings common stock to Goldman, Sachs & Co. as the sole underwriter in the registered public offering of those shares.

As a result of our initial public offering in November 2006 and subsequent offerings in June 2007, May 2009, June 2009 and March 2011, the Sponsors reduced their holdings to approximately 39% of the outstanding shares of common stock of Hertz Holdings.

In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the parent company of BAMLCP. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by BAMLCP and certain of its affiliates.

Overview of Our Business

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

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

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

Our expenses primarily consist of:

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

On July 12, 2011, Hertz entered into a definitive merger agreement under which it will acquire a fleet leasing and management services company, Donlen Corporation, or "Donlen," for an aggregate purchase price of $250 million, subject to adjustment either upward or downward based on the net assets of Donlen at closing. In addition, Hertz will assume or refinance approximately $680 million of Donlen's outstanding fleet debt. The transaction is subject to customary closing conditions and regulatory approvals and has been approved by the board of directors and stockholders of Donlen.

Car Rental

In the U.S., as of June 30, 2011, the percentage of non-program cars was 68% as compared to 61% as of June 30, 2010. Internationally, as of June 30, 2011, the percentage of non-program cars was 58% as compared to 48% as of June 30, 2010. In the U.S., as of December 31, 2010, the percentage of non-program cars was 72% as compared to 67% as of December 31, 2009. Internationally, as of

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


December 31, 2010, the percentage of non-program cars was 70%, compared to 71% as of December 31, 2009.

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

In the six months ended June 30, 2011, our vehicle depreciation costs decreased as compared to the prior year period due to improved residual values, a continued move towards a greater proportion of non-program vehicles, mix optimization and improved procurement and remarketing efforts. We believe the increase in residual values is partially due to the recent events in Japan and we are unsure if they will remain this high as these events work their way through the vehicle and equipment supply chain.

For the six months ended June 30, 2011, we experienced a 6.5% increase in transaction days versus the prior period in the United States, while rental rate revenue per transaction day, or "RPD," declined by 3.0%. During the six months ended June 30, 2011, in our European operations, we experienced a 6.9% improvement in transaction days while RPD declined by 2.5% compared to the six months ended June 30, 2010.

Our U.S. off-airport operations represented $550.3 million and $496.0 million of our total car rental revenues in the six months ended June 30, 2011 and 2010, respectively. As of June 30, 2011, we have approximately 2,030 off-airport locations. Our strategy includes selected openings of new off-airport locations, the disciplined evaluation of existing locations and the pursuit of same-store sales growth. Our strategy also includes increasing penetration in the off-airport market and growing the online leisure market, particularly in the longer length weekly sector, which is characterized by lower vehicle costs and lower transaction costs at a lower RPD. Increasing our penetration in these sectors is consistent with our long-term strategy to generate profitable growth. When we open a new off-airport location, we incur a number of costs, including those relating to site selection, lease negotiation, recruitment of employees, selection and development of managers, initial sales activities and integration of our systems with those of the companies who will reimburse the location's replacement renters for their rentals. A new off-airport location, once opened, takes time to generate its full potential revenues and, as a result, revenues at new locations do not initially cover their start-up costs and often do not, for some time, cover the costs of their ongoing operations.

Equipment Rental

HERC experienced higher rental volumes and pricing worldwide for the six months ended June 30, 2011 compared to the prior year period as the industry begins to recover and fleet levels begin to align with demand in the industry. Specifically, we saw increases in HERC specialty services as well as government work.

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

HERC locations:

 
  Total   U.S.   Canada   France   Spain   Italy   China   Saudi Arabia  

December 31, 2010

    322     210     38     65     4     1     4      
 

Net increase (decrease)

    (8 )   (9 )                       1  
 

Additions relating to acquisitions

    1     1                          
                                   

June 30, 2011

    315     202     38     65     4     1     4     1  
                                   

Seasonality

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

Restructuring

During the first quarter of 2011, we continued to streamline operations and reduce costs with the closure of several car rental and equipment rental locations globally as well as a reduction in our workforce by approximately 100 employees.

During the second quarter of 2011, we continued to streamline operations and reduce costs with the closure of twelve equipment rental locations in the U.S., consolidation of our European headquarters and the reduction in our global workforce by approximately 50 employees.

For the three and six months ended June 30, 2011, our consolidated statement of operations includes restructuring charges of $33.7 million and $38.4 million, respectively. For the three and six months ended June 30, 2010, our consolidated statement of operations includes restructuring charges relating to the initiatives discussed above of $20.3 million and $31.0 million, respectively.

Additional efficiency and cost saving initiatives are being developed during 2011. However, we presently do not have firm plans or estimates of any related expenses. See Note 12 to the Notes to our condensed consolidated financial statements included in this Report.

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

RESULTS OF OPERATIONS

Three Months Ended June 30, 2011 Compared with Three Months Ended June 30, 2010

Summary

The following table sets forth the percentage of total revenues represented by the various line items in our consolidated statements of operations for the three months ended June 30, 2011 and 2010 (in millions of dollars):

 
   
   
  Percentage of Revenues  
 
  Three Months Ended
June 30,
  Three Months Ended
June 30,
 
 
  2011   2010   2011   2010  

Revenues:

                         
 

Car rental

  $ 1,731.2   $ 1,583.0     83.5 %   84.2 %
 

Equipment rental

    301.6     265.7     14.6     14.1  
 

Other

    39.5     30.9     1.9     1.7  
                   
   

Total revenues

    2,072.3     1,879.6     100.0     100.0  
                   

Expenses:

                         
 

Direct operating

    1,187.3     1,075.0     57.3     57.2  
 

Depreciation of revenue earning equipment and lease charges

    419.7     456.7     20.3     24.3  
 

Selling, general and administrative

    195.6     172.0     9.4     9.2  
 

Interest expense

    165.8     188.9     8.0     10.0  
 

Interest income

    (1.5 )   (6.8 )   (0.1 )   (0.4 )
 

Other (income) expense, net

    10.8         0.5      
                   
   

Total expenses

    1,977.7     1,885.8     95.4     100.3  
                   

Income (loss) before income taxes

    94.6     (6.2 )   4.6     (0.3 )

Provision for taxes on income

    (34.5 )   (14.2 )   (1.7 )   (0.8 )
                   

Net income (loss)

    60.1     (20.4 )   2.9     (1.1 )

Less: Net income attributable to noncontrolling interest

    (5.1 )   (4.7 )   (0.2 )   (0.2 )
                   

Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders

  $ 55.0   $ (25.1 )   2.7 %   (1.3 )%
                   

40


Table of Contents

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

The following table sets forth certain of our selected car rental, equipment rental and other operating data for the three months ended or as of June 30, 2011 and 2010:

 
  Three Months Ended
or as of June 30,
 
 
  2011   2010  

Selected Car Rental Operating Data:

             
 

Worldwide number of transactions (in thousands)

    7,146     6,821  
   

Domestic

    5,255     5,021  
   

International

    1,891     1,800  
 

Worldwide transaction days (in thousands)(a)

    34,826     32,194  
   

Domestic

    23,889     22,061  
   

International

    10,937     10,133  
 

Worldwide rental rate revenue per transaction day(b)

  $ 41.16   $ 42.83  
   

Domestic

  $ 39.32   $ 41.07  
   

International

  $ 45.17   $ 46.66  
 

Worldwide average number of company-operated cars during the period

    487,600     448,400  
   

Domestic

    328,200     300,000  
   

International

    159,400     148,400  
 

Adjusted pre-tax income (in millions of dollars)(c)

  $ 242.2   $ 174.9  
 

Worldwide revenue earning equipment, net (in millions of dollars)

  $ 9,522.7   $ 8,762.1  

Selected Worldwide Equipment Rental Operating Data:

             
 

Rental and rental related revenue (in millions of dollars)(d)

  $ 267.8   $ 239.6  
 

Same store revenue growth (decline), including growth initiatives(e)

    10.4 %   (5.0 )%
 

Average acquisition cost of rental equipment operated during the period (in millions of dollars)

  $ 2,778.8   $ 2,704.4  
 

Adjusted pre-tax income (in millions of dollars)(c)

  $ 33.4   $ 14.4  
 

Revenue earning equipment, net (in millions of dollars)

  $ 1,702.7   $ 1,649.1  

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

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

41


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

 
  Three Months Ended
June 30,
 
 
  2011   2010  

Car rental segment revenues

  $ 1,768.8   $ 1,611.4  

Non-rental rate revenue

    (292.4 )   (261.4 )

Foreign currency adjustment

    (43.1 )   29.0  
           

Rental rate revenue

  $ 1,433.3   $ 1,379.0  
           

Transaction days (in thousands)

    34,826     32,194  

Rental rate revenue per transaction day (in whole dollars)

  $ 41.16   $ 42.83  
(c)
Adjusted pre-tax income is calculated as income (loss) before income taxes plus non-cash purchase accounting charges, non-cash debt charges and certain one-time charges and non-operational items. Adjusted pre-tax income is the measure utilized by management in making decisions about allocating resources to segments and measuring their performance. Management believes this measure best reflects the financial results from ongoing operations. The contribution of our reportable segments to adjusted pre-tax income and reconciliation to consolidated amounts are presented below (in millions of dollars):

 
  Three Months Ended
June 30,
 
 
  2011   2010  

Adjusted pre-tax income:

             
 

Car rental

  $ 242.2   $ 174.9  
 

Equipment rental

    33.4     14.4  
           
     

Total reportable segments

    275.6     189.3  

Adjustments:

             
   

Other reconciling items(1)

    (91.2 )   (93.5 )
   

Purchase accounting(2)

    (22.5 )   (22.5 )
   

Non-cash debt charges(3)

    (27.1 )   (49.6 )
   

Restructuring charges

    (33.7 )   (20.3 )
   

Restructuring related charges(4)

    (2.8 )   (2.0 )
   

Derivative losses(5)

        (0.6 )
   

Acquisition related costs

    (6.1 )   (7.0 )
   

Pension adjustment(6)

    13.1      
   

Premiums paid on debt(7)

    (10.7 )    
           
     

Income (loss) before income taxes

  $ 94.6   $ (6.2 )
           

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

(d)
Equipment rental and rental related revenue consists of all revenue, net of discounts, associated with the rental of equipment including charges for delivery, loss damage waivers and fueling, but excluding revenue arising from the sale of equipment, parts and supplies and certain other ancillary revenue. Rental and rental related revenue is adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management as it is utilized in the measurement of rental revenue generated per dollar invested in fleet on an annualized basis and is comparable with the reporting of other industry participants. The following table reconciles our equipment rental segment revenues to our equipment rental and rental related revenue (based on December 31, 2010 foreign exchange rates) for the three months ended June 30, 2011 and 2010 (in millions of dollars):

 
  Three Months Ended
June 30,
 
 
  2011   2010  

Equipment rental segment revenues

  $ 301.7   $ 265.8  

Equipment sales and other revenue

    (29.4 )   (28.7 )

Foreign currency adjustment

    (4.5 )   2.5  
           

Rental and rental related revenue

  $ 267.8   $ 239.6  
           
(e)
Same store revenue growth or decline is calculated as the year over year change in revenue for locations that are open at the end of the period reported and have been operating under our direction for more than twelve months. The same store revenue amounts are adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends.

REVENUES

 
  Three Months Ended
June 30,
   
   
 
(in millions of dollars)
  2011   2010   $ Change   % Change  

Revenues by Segment

                         
 

Car rental

  $ 1,768.8   $ 1,611.4   $ 157.4     9.8 %
 

Equipment rental

    301.7     265.8     35.9     13.5 %
 

Other reconciling items

    1.8     2.4     (0.6 )   (25.0 )%
                     
   

Total revenues

  $ 2,072.3   $ 1,879.6   $ 192.7     10.3 %
                     

Car Rental Segment

Revenues from our car rental segment increased 9.8%, primarily as a result of increases in car rental transaction days worldwide of 8.2%, refueling fees of $15.2 million and airport concession recovery fees of $9.8 million as well as the effects of foreign currency translation of approximately $74.1 million, partly offset by a decrease in worldwide RPD.

RPD for worldwide car rental for the three months ended June 30, 2011 decreased 3.9% from 2010, due to decreases in U.S. and International RPD of 4.3% and 3.2%, respectively. U.S. off-airport RPD declined by 1.8% and U.S. airport RPD decreased 5.1%. U.S. airport RPD decreased due to the lower RPD that our Advantage brand generates, as well as the competitive pricing environment. International RPD decreased primarily due to a decrease in Europe's airport RPD.

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

Equipment Rental Segment

Revenues from our equipment rental segment increased 13.5%, primarily due to increases of 11.3% and 2.2% in equipment rental volumes and pricing, respectively, as well as the effects of foreign currency translation of approximately $8.1 million. The increase in volume was primarily due to strong industrial performance.

Other

Revenues from all other sources decreased $0.6 million.

EXPENSES

 
  Three Months Ended
June 30,
   
   
 
(in millions of dollars)
  2011   2010   $ Change   % Change  

Expenses:

                         
 

Fleet related expenses

  $ 287.0   $ 248.8   $ 38.2     15.4 %
 

Personnel related expenses

    373.5     354.7     18.8     5.3 %
 

Other direct operating expenses

    526.8     471.5     55.3     11.7 %
                     
   

Direct operating

    1,187.3     1,075.0     112.3     10.4 %
   

Depreciation of revenue earning equipment and lease charges

    419.7     456.7     (37.0 )   (8.1 )%
   

Selling, general and administrative

    195.6     172.0     23.6     13.7 %
   

Interest expense

    165.8     188.9     (23.1 )   (12.2 )%
   

Interest income

    (1.5 )   (6.8 )   5.3     (77.2 )%
   

Other (income) expense, net

    10.8         10.8     100.0 %
                     
     

Total expenses

  $ 1,977.7   $ 1,885.8   $ 91.9     4.9 %
                     

Total expenses increased 4.9%, but total expenses as a percentage of revenues decreased from 100.3% for the three months ended June 30, 2010 to 95.4% for the three months ended June 30, 2011.

Direct Operating Expenses

Car Rental Segment

Direct operating expenses for our car rental segment of $977.9 million for the three months ended June 30, 2011 increased 9.7% from $891.5 million for the three months ended June 30, 2010 as a result of increases in other direct operating expenses, fleet related expenses and personnel related expenses.

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

Equipment Rental Segment

Direct operating expenses for our equipment rental segment of $208.7 million for the three months ended June 30, 2011 increased 15.7% from $180.5 million for the three months ended June 30, 2010 as a result of increases in other direct operating expenses, fleet related expenses and personnel related expenses.

Depreciation of Revenue Earning Equipment and Lease Charges

Car Rental Segment

Depreciation of revenue earning equipment and lease charges for our car rental segment of $355.1 million for the three months ended June 30, 2011 decreased 8.9% from $389.7 million for the three months ended June 30, 2010. The decrease was primarily due to an improvement in certain vehicle residual values and a higher mix of non-program cars, partly offset by the effects of foreign currency translation of approximately $16.8 million.

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

Equipment Rental Segment

Depreciation of revenue earning equipment and lease charges in our equipment rental segment of $64.6 million for the three months ended June 30, 2011 decreased 3.6% from $67.0 million for the three months ended June 30, 2010. The decrease was primarily due to higher residual values on the disposal of used equipment, partly offset by a 2.8% increase in the average acquisition cost of rental equipment operated during the period and the effects of foreign currency translation of approximately $1.5 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 13.7%, due to increases in administrative expenses, advertising expenses and sales promotion expenses.

Interest Expense

Car Rental Segment

Interest expense for our car rental segment of $79.0 million for the three months ended June 30, 2011 decreased 18.5% from $96.9 million for the three months ended June 30, 2010. The decrease was primarily due to a decrease in interest rates, as well as a decrease in the weighted average debt outstanding.

Equipment Rental Segment

Interest expense for our equipment rental segment of $12.2 million for the three months ended June 30, 2011 increased 19.6% from $10.2 million for the three months ended June 30, 2010. The increase was primarily due to an increase in Senior Term Facility and Senior ABL Facility interest rates in 2011.

Other

Other interest expense relating to interest on corporate debt of $74.6 million for the three months ended June 30, 2011 decreased 8.8% from $81.8 million for the three months ended June 30, 2010. The decrease was primarily due to lower interest rates in 2011, partly offset by the write-off of unamortized debt costs in connection with the redemption of a portion of our 8.875% Senior Notes in 2011.

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

Interest Income

Interest income decreased $5.3 million primarily due to a value added tax reclaim received in the three months ended June 30, 2010.

Other (Income) Expense, Net

Other (income) expense, net increased $10.8 million primarily due to premiums paid in connection with the redemption of portions of our 8.875% Senior Notes during 2011.

ADJUSTED PRE-TAX INCOME (LOSS)

Car Rental Segment

Adjusted pre-tax income for our car rental segment of $242.2 million increased $67.3 million from $174.9 million for the three months ended June 30, 2010. The increase was primarily due to stronger volumes, improved residual values and disciplined cost management, partly offset by decreased pricing. Adjustments to our car rental segment income before income taxes for the three months ended June 30, 2011 totaled $10.1 million (which consists of non-cash debt charges of $10.6 million, purchase accounting of $8.5 million, restructuring and related charges of $4.0 million, pension adjustment of $(13.1) million and loss on derivatives of $0.1 million). Adjustments to our car rental segment income before income taxes for the three months ended June 30, 2010 totaled $53.5 million (which consists of non-cash debt charges of $37.7 million, purchase accounting of $9.7 million and restructuring and related charges of $6.1 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

Equipment Rental Segment

Adjusted pre-tax income for our equipment rental segment of $33.4 million increased $19.0 million from $14.4 million for the three months ended June 30, 2010. The increase was primarily due to stronger volumes and pricing, strong cost management performance and higher residual values on the disposal of used equipment. Adjustments to our equipment rental segment loss before income taxes for the three months ended June 30, 2011 totaled $46.7 million (which consists of restructuring and related charges of $32.1 million, purchase accounting of $13.1 million and non-cash debt charges of $1.5 million). Adjustments to our equipment rental loss before income taxes for the three months ended June 30, 2010 totaled $30.2 million (which consists of restructuring charges of $16.0 million, purchase accounting of $12.0 million and non-cash debt charges of $2.2 million). See footnote (c) to the table under "Results of Operations" for a summary and description of these adjustments.

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

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

 
  Three Months Ended
June 30,
   
   
 
(in millions of dollars)
  2011   2010   $ Change   % Change  

Income (loss) before income taxes

  $ 94.6   $ (6.2 ) $ 100.8     1,617.2 %

Provision for taxes on income

    (34.5 )   (14.2 )   (20.3 )   143.2 %
                     

Net income (loss)

    60.1     (20.4 )   80.5     393.8 %

Less: Net income attributable to noncontrolling interest

    (5.1 )   (4.7 )   (0.4 )   8.9 %
                     

Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders

  $ 55.0   $ (25.1 ) $ 80.1     318.9 %
                     

Provision for Taxes on Income

The effective tax rate for the three months ended June 30, 2011 was 36.5% as compared to (227.8)% in the three months ended June 30, 2010. The provision for taxes on income increased $20.3 million, primarily due to higher income before income taxes, changes in geographic earnings mix and changes in losses in certain non-U.S. jurisdictions for which tax benefits cannot be realized.

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest increased $0.4 million due to an increase in our majority-owned subsidiary Navigation Solutions, L.L.C.'s net income for the three months ended June 30, 2011 as compared to the three months ended June 30, 2010.

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

The net income attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders increased $80.1 million primarily due to higher rental volumes in our worldwide car and equipment rental operations, improved residual values on the disposal of certain vehicles and used equipment and disciplined cost management, partly offset by lower pricing in our worldwide car rental operations. The impact of changes in exchange rates on net loss was mitigated by the fact that not only revenues but also most expenses outside of the United States were incurred in local currencies.

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

Six Months Ended June 30, 2011 Compared with Six Months Ended June 30, 2010

Summary

The following table sets forth the percentage of total revenues represented by the various line items in our consolidated statements of operations for the six months ended June 30, 2011 and 2010 (in millions of dollars):

 
   
   
  Percentage of Revenues  
 
  Six Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2011   2010   2011   2010  

Revenues:

                         
 

Car rental

  $ 3,210.1   $ 2,979.6     83.3 %   84.2 %
 

Equipment rental

    569.7     502.7     14.8     14.2  
 

Other

    72.5     58.2     1.9     1.6  
                   
   

Total revenues

    3,852.3     3,540.5     100.0     100.0  
                   

Expenses:

                         
 

Direct operating

    2,261.0     2,088.0     58.7     59.0  
 

Depreciation of revenue earning equipment and lease charges

    855.7     915.9     22.2     25.9  
 

Selling, general and administrative

    377.8     339.8     9.8     9.6  
 

Interest expense

    362.7     370.0     9.4     10.4  
 

Interest income

    (3.4 )   (9.1 )       (0.3 )
 

Other (income) expense, net

    62.7         1.6      
                   
   

Total expenses

    3,916.5     3,704.6     101.7     104.6  
                   

Loss before income taxes

    (64.2 )   (164.1 )   (1.7 )   (4.6 )

Provision for taxes on income

    (4.6 )   (3.2 )   (0.1 )   (0.1 )
                   

Net loss

    (68.8 )   (167.3 )   (1.8 )   (4.7 )

Less: Net income attributable to noncontrolling interest

    (8.8 )   (8.2 )   (0.2 )   (0.3 )
                   

Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders

  $ (77.6 ) $ (175.5 )   (2.0 )%   (5.0 )%
                   

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Table of Contents

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

The following table sets forth certain of our selected car rental, equipment rental and other operating data for the six months ended or as of June 30, 2011 and 2010:

<
 
  Six Months Ended
or as of June 30,
 
 
  2011   2010  

Selected Car Rental Operating Data:

             
 

Worldwide number of transactions (in thousands)

    13,174     12,678  
   

Domestic

    9,733     9,418  
   

International

    3,441     3,260  
 

Worldwide transaction days (in thousands)(a)

    64,476     60,310  
   

Domestic

    44,710     42,001  
   

International

    19,766     18,309  
 

Worldwide rental rate revenue per transaction day(a)(b)

  $ 41.66   $ 42.77  
   

Domestic

  $ 40.26   $ 41.49  
   

International