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3月前
Hertz Transformation Drives Structural Revenue Gains and Builds Sustainable MomentumFebruary 26, 2026 8:16 AM
Business Wire
“Hertz sits on a stronger foundation today than we did one year ago,” said Gil West, Chief Executive Officer of Hertz. “In the fourth quarter, we delivered measurable progress and our strongest year-over-year revenue performance in nearly two years, despite a complex environment. We achieved a $2 billion improvement in profitability in our first full year under the Back-to-Basics strategy, driven by meaningful gains in revenue, utilization, unit economics, and customer experience.”
"With a healthier fleet and improving residual performance, we are building from a position of strength and have begun to expand retail and mobility capabilities bolstering the Hertz platform. Spanning Rent-A-Car, Service, Fleet, and Mobility, we believe these businesses will generate value well beyond traditional rental, and ultimately redefine the role Hertz plays in the future of mobility.”
Hertz Global Holdings, Inc. (NASDAQ: HTZ) ("Hertz," "Hertz Global," or the "Company") today reported results for its fourth quarter and full year 2025.
Q4 AND FULL YEAR 2025 HIGHLIGHTS
Revenue totaled $2.0 billion in the fourth quarter and $8.5 billion for full-year 2025, reflecting sequential improvement in pricing and resulting in Hertz's strongest year-over-year revenue performance since Q1 2024.
Year-over-year Revenue per Unit (RPU) and Revenue Per Day (RPD) metrics improved sequentially through 2025. This momentum has continued into Q1 2026 as the Company expects to deliver mid-single digit revenue growth, driven by continued progress on internal revenue management initiatives and a positive industry pricing environment.
Profitability improved more than $2 billion year over year, with net loss totaling $194 million in Q4 and $747 million for the full year; Diluted EPS showed a significant year-over-year improvement, landing at $(0.72) for the quarter and $(2.43) for 2025.
Adjusted Corporate EBITDA for Q4 was $(205) million, an improvement of approximately $150 million year-over-year. This includes more than a $100 million impact from several transitory headwinds. Full year Adjusted Corporate EBITDA was $(339) million, an improvement of more than $1 billion year over year as revenue optimization, utilization gains, and cost controls took hold.
Utilization was 78% in the fourth quarter and averaged 81% for the full year, a year-over-year improvement of 200 basis points, driving improved RPU.
Depreciation per Unit per Month (DPU) was $330 in Q4 and $300 for the full year, representing a year-over-year improvement of 44%, supported by disciplined fleet rotation. Depreciation was weighed down by an approximately $60 million non-cash charge driven by a revised third party forecast of residual values.
Q4 adjusted Direct Operating Expense (DOE) per transaction day improved by 6% year over year through rigorous cost control and operational discipline. DOE declined 3% year over year in the fourth quarter and 4% for the full year while Transaction Days declined 1% and 3% respectively.
Customer experience continued to improve in 2025, with Net Promoter Score increasing nearly 50% year-over-year, reflecting measurable gains in rental ease, fleet quality, and service reliability.
Hertz ended the fourth quarter with approximately $1.5 billion of liquidity and potential access to more than $1 billion of liquidity enhancements.
Transitory Q4 Headwinds
A number of compounding external events impacted EBITDA in the fourth quarter by more than $100 million. This included a government shutdown coupled with FAA flight cancellations, multiple technology vendor outages, and a nearly 3 times higher than normal level of vehicles on recall.
DPU was in line with the Company’s full-year North Star target, but above its quarterly target due to a revised Black Book residual outlook and softer seasonal wholesale pricing amid elevated OEM and rental de-fleeting activity. This resulted in an approximately $60 million non-cash depreciation charge. Looking ahead, the Company sees a more normalized residual value outlook for 2026.
Excluding these items, our core EBITDA production was in line with our expectations, reflecting continued progress on our revenue and cost initiatives.
2025 Summary
2025 was a critical year in the Hertz transformation, and underscored that the structural improvements the Company is making are permanent while the headwinds it faces are transitory. The traditional rental car business is improving, guided by its North Star metrics of DPU sub $300, RPU over $1,500, and DOE per transaction day in the low $30s.
Over the course of the year, Hertz completed its fleet rotation and successfully secured model year 2026 buys at its target prices and volumes. This enabled model year 2025 sales through Hertz Car Sales, continuing the Company’s short-hold strategy and introducing a richer, more optimized car-class mix to its fleet. Hertz's average fleet age was less than ten months and the lowest its been in almost a decade.
Through these actions, Hertz achieved a full year EBITDA improvement of more than $1 billion year over year. The Company drove sequential improvements in revenue, RPU, and RPD, while also improving utilization and driving DPU down in line with the North Star target. Hertz also brought DOE per transaction day down despite lower volumes and saw a nearly 50% improvement in customer satisfaction – a result of an intentional effort to improve operations and customer experience.
Q1 2026 Insights
Hertz’s early first quarter performance indicates that its commercial strategy continues to deliver sustained value in 2026. January revenue results show meaningful improvement year over year, with February trending more positively and March continuing that trajectory. The Company expects a mid-single digit increase in revenue for the quarter, supported by a constructive demand environment and increased year-over-year RPD. With respect to the fleet, the Company also sees signs that residual values are improving from Q4’s seasonal lows. Looking ahead to the rest of the year, the Company remains focused on growing the off-airport and mobility business and accelerating revenue growth while staying disciplined on costs.
Platform for Growth
The Company is building on the transformation of the core rental car business by establishing a diversified, value-creating platform for growth. This platform spans four strategic areas – Rent-a-Car, Service, Fleet, and Mobility – each with unique potential to scale. The Company is focused on developing capabilities across its platform, including continuing the digital evolution of Hertz Car Sales in Fleet, exploring growth and franchise opportunities in Rent-a-Car, piloting new offerings in Service, and expanding revenue channels, assets, and capabilities in Mobility.
EARNINGS WEBCAST INFORMATION
Hertz Global's live webcast and conference call to discuss its fourth quarter and full year 2025 results will be held on February 26, 2026 at 9:00 a.m. Eastern Time. The conference call will be broadcast live in listen-only mode on the Company’s Investor Relations website at IR.Hertz.com. If you would like to access the call by phone and ask a question, please go to https://events.q4inc.com/analyst/447223111?pwd=dj5kBgTF, and you will be provided with dial in details. Investors are encouraged to dial in approximately 15 minutes prior to the call. A web replay will remain available on the website for approximately one year. The earnings release and related supplemental schedules containing the reconciliations of non-GAAP measures will be available on the Hertz website, IR.Hertz.com.
ABOUT HERTZ
Hertz Global Holdings, Inc. is one of the world’s leading car rental and mobility solutions providers. Its subsidiaries, including The Hertz Corporation, and licensees operate the Hertz, Dollar, Thrifty, and Firefly vehicle rental brands, with approximately 11,000 rental locations in 160 countries around the globe. The Company also operates the Hertz Car Sales brand, which offers a range of quality, competitively priced used cars for sale online and at locations across the United States, and the Hertz 24/7 car-sharing business in Europe. For more information about Hertz, visit www.hertz.com.
SUMMARY RESULTS
Three Months Ended
December 31,
Percent
Inc/(Dec)
2025 vs 2024
($ in millions, except earnings per share or where noted)
2025
2024
Hertz Global - Consolidated
Total revenues
$
2,028
$
2,040
(1)%
Net income (loss)
$
(194
)
$
(479
)
(59)%
Diluted earnings (loss) per share
$
(0.72
)
$
(1.56
)
(54)%
Net income (loss) margin
(10
)%
(23
)%
Adjusted net income (loss)(a)
$
(252
)
$
(362
)
(30)%
Adjusted diluted earnings (loss) per share(a)
$
(0.63
)
$
(1.18
)
(47)%
Adjusted Corporate EBITDA(a)
$
(205
)
$
(357
)
(43)%
Adjusted Corporate EBITDA Margin(a)
(10
)%
(18
)%
Average Vehicles (in whole units)
516,867
532,884
(3)%
Average Rentable Vehicles (in whole units)
498,120
497,875
—%
Vehicle Utilization
78
%
79
%
Transaction Days (in thousands)
35,804
35,998
(1)%
Total RPD (in dollars)(b)
$
55.67
$
56.27
(1)%
Total RPU Per Month (in whole dollars)(b)
$
1,334
$
1,356
(2)%
Depreciation Per Unit Per Month (in whole dollars)(b)
$
330
$
418
(21)%
Adjusted DOE per Transaction Day (in dollars)(b)
$
36.39
$
38.81
(6)%
Americas RAC Segment
Total revenues
$
1,621
$
1,669
(3)%
Adjusted EBITDA
$
(128
)
$
(297
)
(57)%
Adjusted EBITDA Margin
(8
)%
(18
)%
Average Vehicles (in whole units)
415,264
432,909
(4)%
Average Rentable Vehicles (in whole units)
398,106
399,927
—%
Vehicle Utilization
79
%
80
%
Transaction Days (in thousands)
28,857
29,298
(2)%
Total RPD (in dollars)(b)
$
56.11
$
56.89
(1)%
Total RPU Per Month (in whole dollars)(b)
$
1,356
$
1,389
(2)%
Depreciation Per Unit Per Month (in whole dollars)(b)
$
346
$
458
(24)%
Adjusted DOE per Transaction Day (in dollars)(b)
$
36.94
$
39.73
(7)%
International RAC Segment
Total revenues
$
407
$
371
10%
Adjusted EBITDA
$
(1
)
$
1
NM
Adjusted EBITDA Margin
—
%
—
%
Average Vehicles (in whole units)
101,603
99,975
2%
Average Rentable Vehicles (in whole units)
100,013
97,948
2%
Vehicle Utilization
75
%
74
%
Transaction Days (in thousands)
6,948
6,700
4%
Total RPD (in dollars)(b)
$
53.89
$
53.57
1%
Total RPU Per Month (in whole dollars)(b)
$
1,248
$
1,221
2%
Depreciation Per Unit Per Month (in whole dollars)(b)
$
263
$
241
9%
Adjusted DOE per Transaction Day (in dollars)(b)
$
34.54
$
34.78
(1)%
NM = Not meaningful
(a)
Represents a non-GAAP measure. See the accompanying reconciliations included in Supplemental Schedule II for 2025 and 2024.
(b)
Based on December 31, 2024 foreign exchange rates.
UNAUDITED FINANCIAL DATA, SUPPLEMENTAL SCHEDULES, NON-GAAP MEASURES AND DEFINITIONS
In this earnings release, we include select unaudited financial data of Hertz Global, Supplemental Schedules, which are provided to present segment results, and reconciliations of non-GAAP measures to their most comparable GAAP measures. Following the Supplemental Schedules, the Company provides definitions for terminology used throughout the earnings release and the Company’s rationale regarding the importance and usefulness of non-GAAP measures for investors and management.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this release, and in related comments by the Company's management, include “forward-looking statements.” Forward-looking statements are identified by words such as "believe," "expect," "project," "potential," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts," "guidance" or similar expressions, and include information concerning our liquidity, our results of operations, our business strategies, economic and industry conditions and other information. These forward-looking statements are based on certain assumptions that the Company has made in light of its experience in the industry, as well as its perceptions of historical trends, current conditions, expected future developments and other factors. The Company believes these judgments are reasonable, but you should understand that these forward-looking statements are not guarantees of future performance or results, and that the Company’s 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, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished to the SEC.
Important factors that could affect the Company's actual results and cause them to differ materially from those expressed in forward-looking statements include, among other things.
mix of program and non-program vehicles in the Company's fleet, which can lead to increased exposure to residual value risk upon disposition;
the potential for residual values associated with non-program vehicles in the Company's fleet to decline, including suddenly or unexpectedly, or fail to follow historical seasonal patterns;
the Company's ability to purchase adequate supplies of competitively priced vehicles at a reasonable cost in order to efficiently service rental demand, including upon any disruptions in the global supply chain;
the Company's ability to effectively dispose of vehicles, at the times and through the channels, that maximize the Company's returns;
the age of the Company's fleet, and its impact on vehicle carrying costs, customer service scores, as well as on the Company's ability to sell vehicles at acceptable prices and times;
disruptions in the supply chain, including in connection with any increases in tariffs or changes in tariff policies or trade agreements;
whether a manufacturer of the Company's program vehicle fulfills its repurchase obligations;
the frequency or extent of manufacturer safety recalls;
levels of travel demand, particularly business and leisure travel in the U.S. and in global markets;
seasonality and other occurrences that disrupt rental activity during the Company's peak periods, including in critical geographies;
the Company's ability to accurately estimate future levels of rental activity and adjust the number, location and mix of vehicles used in the Company's rental operations accordingly;
the Company's ability to implement its business strategy or strategic transactions, including the Company's ability to implement plans to support a modern mobility ecosystem;
the Company's ability to achieve cost savings and normalized depreciation levels, as well as revenue enhancements from its profitability initiatives and other operational programs;
the Company's ability to adequately respond to changes in technology impacting the mobility industry;
significant changes in the competitive environment and the effect of competition in the Company's markets on rental volume and pricing;
the Company's reliance on third-party distribution channels and related prices, commission structures and transaction volumes;
the Company's ability to offer services for a favorable customer experience, and to retain and develop customer loyalty and market share;
the Company's ability to maintain its network of leases and vehicle rental concessions at airports and other key locations in the U.S. and internationally;
the Company's ability to maintain favorable brand recognition and a coordinated branding and portfolio strategy;
the Company's ability to attract and retain effective front-line employees, senior management and other key employees;
the Company's ability to effectively manage its union relations and labor agreement negotiations;
the Company's ability to manage and respond to cybersecurity threats and cyber attacks on the Company's information technology systems or those of the Company's third-party providers;
the Company's ability, and that of the Company's key third-party partners, to prevent the misuse or theft of information the Company possesses, including as a result of cyber attacks and other security threats;
the Company's ability to evaluate, maintain, upgrade and consolidate its information technology systems;
the Company's ability to comply with current and future laws and regulations in the U.S. and internationally regarding data protection, data security and privacy risks;
risks associated with operating in many different countries, including the risk of a violation or alleged violation of applicable anti-corruption or anti-bribery laws and the Company's ability to repatriate cash from non-U.S. affiliates without adverse tax consequences;
risks relating to tax laws and those tax laws that affect the Company's ability to recapture accelerated tax depreciation and expensing, as well as any adverse determinations or rulings by tax authorities;
the Company's ability to utilize its net operating loss carryforwards;
the Company's exposure to uninsured liabilities relating to personal injury, death and property damage, or otherwise, including material litigation;
the potential for adverse changes in laws, regulations, policies or other activities of governments, agencies and similar organizations, including those related to environmental matters, optional insurance products or policies, franchising and licensing matters, the ability to pass-through rental car related expenses or taxes, among others, that affect the Company's operations, the Company's costs or applicable tax rates;
the risk of an impairment of the Company's long-lived assets, which risk could be impacted by, among other things, the timing of our fleet rotation;
the Company's ability to recover its goodwill and indefinite-lived intangible assets when performing impairment analysis;
the potential for changes in management's best estimates and assessments;
the Company's ability to maintain an effective compliance program;
the availability of earnings and funds from the Company's subsidiaries;
the Company's ability to comply, and the cost and burden of complying, with corporate and social responsibility regulations or expectations of stakeholders, and otherwise advance the Company's corporate responsibility priorities;
the availability of additional, or continued sources, of financing at acceptable rates for the Company's revenue earning vehicles and to refinance the Company's existing indebtedness, and the Company's ability to comply with the covenants in the agreements governing its indebtedness;
the extent to which the Company's consolidated assets secure its outstanding indebtedness;
volatility in the Company's share price, the Company's ownership structure and certain provisions of the Company's charter documents, which could, among other things, negatively affect the market price of the Company's common stock;
the Company's ability to implement an effective business continuity plan to protect the business in exigent circumstances;
the Company's ability to effectively maintain effective internal control over financial reporting; and
the Company's ability to execute strategic transactions.
Additional information concerning these and other factors can be found in the Company's filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date of this release, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
UNAUDITED FINANCIAL INFORMATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
December 31,
Twelve Months Ended
December 31,
(In millions, except per share data)
2025
2024
2025
2024
Revenues
$
2,028
$
2,040
$
8,504
$
9,049
Expenses:
Direct vehicle and operating
1,367
1,413
5,489
5,689
Depreciation of revenue earning vehicles and lease charges, net
520
670
1,927
3,611
Depreciation and amortization of non-vehicle assets
29
32
117
139
Selling, general and administrative
251
225
957
819
Interest expense, net:
Vehicle
155
143
608
590
Non-vehicle
24
117
469
369
Total interest expense, net
179
260
1,077
959
Other (income) expense, net
(5
)
2
(3
)
4
(Gain) on sale of non-vehicle capital assets
(16
)
—
(144
)
—
Legal settlement
—
—
(154
)
—
Bankruptcy-related litigation reserve
12
4
24
292
Long-Lived Assets impairment
—
—
—
1,048
Change in fair value of Public Warrants
(86
)
(3
)
44
(275
)
Total expenses
2,251
2,603
9,334
12,286
Income (loss) before income taxes
(223
)
(563
)
(830
)
(3,237
)
Income tax (provision) benefit
29
84
83
375
Net income (loss)
$
(194
)
$
(479
)
$
(747
)
$
(2,862
)
Weighted average number of shares outstanding:
Basic
312
307
310
306
Diluted
399
307
322
306
Earnings (loss) per share:
Basic
$
(0.62
)
$
(1.56
)
$
(2.41
)
$
(9.34
)
Diluted
$
(0.72
)
$
(1.56
)
$
(2.43
)
$
(9.34
)
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
December 31,
2025
December 31,
2024
ASSETS
Cash and cash equivalents
$
565
$
592
Restricted cash and cash equivalents:
Vehicle
317
258
Non-vehicle
285
283
Total restricted cash and cash equivalents
602
541
Total cash and cash equivalents and restricted cash and cash equivalents
1,167
1,133
Receivables:
Vehicle
381
389
Non-vehicle, net of allowance of $91 and $58, respectively
729
816
Total receivables, net
1,110
1,205
Prepaid expenses and other assets
782
894
Revenue earning vehicles:
Vehicles
14,039
12,714
Less: accumulated depreciation
(1,513
)
(751
)
Total revenue earning vehicles, net
12,526
11,963
Property and equipment, net
566
623
Operating lease right-of-use assets
2,257
2,088
Intangible assets, net
2,858
2,852
Goodwill
1,045
1,044
Total assets
$
22,311
$
21,802
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable:
Vehicle
$
342
$
161
Non-vehicle
517
481
Total accounts payable
859
642
Accrued liabilities
1,231
1,174
Accrued taxes, net
131
158
Debt:
Vehicle
11,629
11,231
Non-vehicle
5,425
5,104
Total debt
17,054
16,335
Public Warrants
222
178
Operating lease liabilities
2,275
2,073
Self-insured liabilities
648
617
Deferred income taxes, net
350
472
Total liabilities
22,770
21,649
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, no shares issued and outstanding
—
—
Common stock, $0.01 par value, 486,543,836 and 481,502,623 shares issued, respectively, and 311,731,792 and 306,690,579 shares outstanding, respectively
5
5
Treasury stock, at cost, 174,812,044 and 174,812,044 common shares, respectively
(3,430
)
(3,430
)
Additional paid-in capital
6,447
6,396
Retained earnings (Accumulated deficit)
(3,249
)
(2,502
)
Accumulated other comprehensive income (loss)
(232
)
(316
)
Total stockholders' equity (deficit)
(459
)
153
Total liabilities and stockholders' equity (deficit)
$
22,311
$
21,802
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
December 31,
Twelve Months Ended
December 31,
(In millions)
2025
2024
2025
2024
Cash flows from operating activities:
Net income (loss)
$
(194
)
$
(479
)
$
(747
)
$
(2,862
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and reserves for revenue earning vehicles, net
563
764
2,148
3,983
Depreciation and amortization, non-vehicle
29
32
117
139
Amortization of deferred financing costs and debt discount (premium)
25
20
86
74
PIK Interest on Exchangeable Notes
—
—
21
—
Stock-based compensation charges
17
15
63
63
Stock-based compensation forfeitures
—
—
—
(68
)
Provision for receivables allowance
41
26
127
120
Deferred income taxes, net
(44
)
(80
)
(132
)
(459
)
Long-Lived Assets impairment
—
—
—
1,048
(Gain) loss on sale of non-vehicle capital assets
(16
)
—
(144
)
—
Change in fair value of Public Warrants
(86
)
(3
)
44
(275
)
Changes in financial instruments
(109
)
15
(37
)
7
Other
1
(25
)
6
(26
)
Changes in assets and liabilities:
Non-vehicle receivables
11
68
(11
)
23
Prepaid expenses and other assets
18
28
(12
)
8
Operating lease right-of-use assets
114
105
437
386
Non-vehicle accounts payable
(31
)
4
12
(14
)
Accrued liabilities
4
14
63
324
Accrued taxes, net
(38
)
(46
)
(35
)
18
Operating lease liabilities
(99
)
(109
)
(403
)
(417
)
Self-insured liabilities
(13
)
65
22
152
Net cash provided by (used in) operating activities
193
414
1,625
2,224
Cash flows from investing activities:
Revenue earning vehicles expenditures
(2,384
)
(2,666
)
(10,183
)
(10,524
)
Proceeds from disposal of revenue earning vehicles
2,116
3,022
8,086
7,678
Non-vehicle capital asset expenditures
(27
)
(24
)
(97
)
(105
)
Proceeds from non-vehicle capital assets disposed of
23
4
200
23
Return of (investment in) equity investments
(1
)
2
(1
)
(1
)
Net cash provided by (used in) investing activities
(273
)
338
(1,995
)
(2,929
)
Cash flows from financing activities:
Proceeds from issuance of vehicle debt
1,307
614
5,931
3,873
Repayments of vehicle debt
(1,476
)
(1,547
)
(5,761
)
(4,827
)
Proceeds from issuance of non-vehicle debt
670
1,176
2,501
4,646
Repayments of non-vehicle debt
(790
)
(732
)
(2,168
)
(2,966
)
Payment of financing costs
(14
)
(9
)
(82
)
(64
)
Purchase of Capped Call Transactions, net
—
—
(38
)
—
Other
(2
)
—
(11
)
(4
)
Net cash provided by (used in) financing activities
(305
)
(498
)
372
658
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
3
(26
)
32
(26
)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period
(382
)
228
34
(73
)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period
1,549
905
1,133
1,206
Cash and cash equivalents and restricted cash and cash equivalents at end of period
$
1,167
$
1,133
$
1,167
$
1,133
Supplemental Schedule I
HERTZ GLOBAL HOLDINGS, INC.
CONDENSED STATEMENT OF OPERATIONS BY SEGMENT
Unaudited
Three Months Ended December 31, 2025
Three Months Ended December 31, 2024
(In millions)
Americas RAC
International
RAC
Corporate
Hertz Global
Americas RAC
International
RAC
Corporate
Hertz Global
Revenues
$
1,621
$
407
$
—
$
2,028
$
1,669
$
371
$
—
$
2,040
Expenses:
Direct vehicle and operating
1,108
263
(4
)
1,367
1,173
240
—
1,413
Depreciation of revenue earning vehicles and lease charges, net
432
88
—
520
595
75
—
670
Depreciation and amortization of non-vehicle assets
24
4
1
29
28
3
1
32
Selling, general and administrative
131
44
76
251
108
84
33
225
Interest expense, net:
Vehicle
130
25
—
155
116
27
—
143
Non-vehicle
1
(4
)
27
24
(1
)
(4
)
122
117
Total interest expense, net
131
21
27
179
115
23
122
260
Other (income) expense, net
(2
)
(3
)
—
(5
)
(2
)
—
4
2
(Gain) on sale of non-vehicle capital assets
(16
)
—
—
(16
)
—
—
—
—
Legal settlement
—
—
—
—
—
—
—
—
Bankruptcy-related litigation reserve
—
—
12
12
—
—
4
4
Long-Lived Assets impairment
—
—
—
—
—
—
—
—
Change in fair value of Public Warrants
—
—
(86
)
(86
)
—
—
(3
)
(3
)
Total expenses
1,808
417
26
2,251
2,017
425
161
2,603
Income (loss) before income taxes
$
(187
)
$
(10
)
$
(26
)
(223
)
$
(348
)
$
(54
)
$
(161
)
(563
)
Income tax (provision) benefit
29
84
Net income (loss)
$
(194
)
$
(479
)
Supplemental Schedule I (continued)
HERTZ GLOBAL HOLDINGS, INC.
CONDENSED STATEMENT OF OPERATIONS BY SEGMENT
Unaudited
Twelve Months Ended December 31, 2025
Twelve Months Ended December 31, 2024
(In millions)
Americas RAC
International
RAC
Corporate
Hertz Global
Americas RAC
International
RAC
Corporate
Hertz Global
Revenues
$
6,759
$
1,745
$
—
$
8,504
$
7,398
$
1,651
$
—
$
9,049
Expenses:
Direct vehicle and operating
4,461
1,031
(3
)
5,489
4,726
971
(8
)
5,689
Depreciation of revenue earning vehicles and lease charges, net
1,574
353
—
1,927
3,198
413
—
3,611
Depreciation and amortization of non-vehicle assets
96
14
7
117
109
13
17
139
Selling, general and administrative
504
228
225
957
482
244
93
819
Interest expense, net:
Vehicle
510
98
—
608
479
111
—
590
Non-vehicle
2
(16
)
483
469
(4
)
(18
)
391
369
Total interest expense, net
512
82
483
1,077
475
93
391
959
Other (income) expense, net
—
(8
)
5
(3
)
—
2
2
4
(Gain) on sale of non-vehicle capital assets
(144
)
—
—
(144
)
—
—
—
—
Legal settlement
(154
)
—
—
(154
)
—
—
—
—
Bankruptcy-related litigation reserve
—
—
24
24
—
—
292
292
Long-Lived Assets impairment
—
—
—
—
865
183
—
1,048
Change in fair value of Public Warrants
—
—
44
44
—
—
(275
)
(275
)
Total expenses
6,849
1,700
785
9,334
9,855
1,919
512
12,286
Income (loss) before income taxes
$
(90
)
$
45
$
(785
)
(830
)
$
(2,457
)
$
(268
)
$
(512
)
(3,237
)
Income tax (provision) benefit
83
375
Net income (loss)
$
(747
)
$
(2,862
)
Supplemental Schedule II
HERTZ GLOBAL HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURE - ADJUSTED NET INCOME (LOSS), ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE AND ADJUSTED CORPORATE EBITDA
Unaudited
Three Months Ended
December 31,
Twelve Months Ended
December 31,
(In millions, except per share data)
2025
2024
2025
2024
Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share:
Net income (loss)(a)
$
(194
)
$
(479
)
$
(747
)
$
(2,862
)
Adjustments:
Income tax provision (benefit)
(29
)
(84
)
(83
)
(375
)
Vehicle and non-vehicle debt-related charges(b)
32
26
109
86
Restructuring and restructuring related charges(c)
7
21
18
66
Acquisition accounting-related depreciation and amortization(d)
—
1
1
2
Unrealized (gains) losses on financial instruments(e)
(108
)
15
(37
)
7
(Gain) on sale of non-vehicle capital assets(f)
(16
)
—
(144
)
—
Legal settlement(g)
—
—
(154
)
—
Bankruptcy-related litigation reserve(h)
12
4
24
292
Long-Lived Assets impairment(i)
—
—
—
1,048
Change in fair value of Public Warrants
(86
)
(3
)
44
(275
)
Other items(j)(k)
46
16
91
62
Adjusted pre-tax income (loss)(l)
(336
)
(483
)
(878
)
(1,949
)
Income tax (provision) benefit on adjusted pre-tax income (loss)(m)
84
121
219
487
Adjusted Net Income (Loss)
$
(252
)
$
(362
)
$
(659
)
$
(1,462
)
Weighted-average number of diluted shares outstanding
399
307
322
306
Adjusted Diluted Earnings (Loss) Per Share(n)
$
(0.63
)
$
(1.18
)
$
(2.05
)
$
(4.77
)
Supplemental Schedule II (continued)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
(In millions, except per share data)
2025
2024
2025
2024
Adjusted Corporate EBITDA:
Net income (loss)
$
(194
)
$
(479
)
$
(747
)
$
(2,862
)
Adjustments:
Income tax provision (benefit)
(29
)
(84
)
(83
)
(375
)
Non-vehicle depreciation and amortization
29
32
117
139
Non-vehicle debt interest, net of interest income(o)
127
109
498
375
Vehicle debt-related charges(b)
11
12
46
45
Restructuring and restructuring related charges(c)
7
21
18
66
Unrealized (gains) losses on financial instruments(e)
(108
)
15
(37
)
7
(Gain) on sale of non-vehicle capital assets(f)
(16
)
—
(144
)
—
Legal settlement(g)
—
—
(154
)
—
Bankruptcy-related litigation reserve(h)
12
4
24
292
Long-Lived Assets impairment(i)
—
—
—
1,048
Non-cash stock-based compensation forfeitures(p)
—
—
—
(64
)
Change in fair value of Public Warrants
(86
)
(3
)
44
(275
)
Other items(j)
42
16
79
63
Adjusted Corporate EBITDA(q)
$
(205
)
$
(357
)
$
(339
)
$
(1,541
)
Adjusted Corporate EBITDA margin
(10
)%
(18
)%
(4
)%
(17
)%
(a)
Net income (loss) margin for the three and twelve months ended December 31, 2025 was (10)% and (9)%, respectively. Net income (loss) margin for the three and twelve months ended December 31, 2024 was (23)% and (32)%, respectively.
(b)
Represents debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.
(c)
Represents charges incurred under restructuring actions as defined in U.S. GAAP. Also includes restructuring related charges such as incremental costs incurred related to personnel reductions, litigation and closure of underperforming locations.
(d)
Represents incremental expense associated with the amortization of other intangible assets and depreciation of property and equipment relating to acquisition accounting.
(e)
Represents unrealized gains (losses) on derivative financial instruments, including the Exchange Features 2029 and Exchange Feature 2030.
(f)
Represents gains on the sales of certain non-vehicle assets primarily in the second and third quarters of 2025.
(g)
Represents the gain related to the receipt of a settlement distribution in September 2025 in connection with the Company’s participation in a class action settlement.
(h)
Represents an increase to an existing bankruptcy-related litigation reserve initially recorded in September 2024, including interest which continues to accrue during each subsequent reporting period.
(i)
Represents Long-Lived Assets impairment charges recognized in the third quarter of 2024.
(j)
Represents miscellaneous items. For 2025, primarily includes a pension plan settlement reserve adjustment, a one-time settlement agreement to restructure an IT contract, certain IT-related charges, cloud computing costs, an unfavorable litigation ruling and certain concession-related adjustments. For 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages, partially offset by certain litigation settlements and a loss recovery settlement.
(k)
Also includes letter of credit fees.
(l)
The table below reconciles expenses as reported in the condensed consolidated unaudited statement of operations to adjusted expenses utilized in calculating Adjusted Pretax Income (Loss) and Adjusted Net Income (Loss), all of which are deemed non-GAAP measures.
(in millions)
Three Months Ended December 31, 2025
Three Months Ended December 31, 2024
Expenses:
As Reported
Adjustment
As Adjusted
As Reported
Adjustment
As Adjusted
Direct vehicle and operating
$
1,367
$
(41
)
$
1,326
$
1,413
$
(6
)
$
1,407
Depreciation of revenue earning vehicles and lease charges, net
520
—
520
670
3
673
Depreciation and amortization of non-vehicle assets
29
—
29
32
—
32
Selling, general and administrative
251
(6
)
245
225
(35
)
190
Interest expense, net:
Vehicle
155
(11
)
144
143
(11
)
132
Non-vehicle
24
76
100
117
(26
)
91
Total interest expense, net
179
65
244
260
(37
)
223
Other (income) expense, net
(5
)
5
—
2
(5
)
(3
)
(Gain) on sale of non-vehicle capital assets
(16
)
16
—
—
—
—
Bankruptcy-related litigation reserve
12
(12
)
—
4
(4
)
—
Change in fair value of Public Warrants
(86
)
86
—
(3
)
3
—
Total expenses
$
2,251
$
113
$
2,364
$
2,603
$
(81
)
$
2,522
(in millions)
Twelve Months Ended December 31, 2025
Twelve Months Ended December 31, 2024
Expenses:
As Reported
Adjustment
As Adjusted
As Reported
Adjustment
As Adjusted
Direct vehicle and operating
$
5,489
$
(55
)
$
5,434
$
5,689
$
(31
)
$
5,658
Depreciation of revenue earning vehicles and lease charges, net
1,927
—
1,927
3,611
8
3,619
Depreciation and amortization of non-vehicle assets
117
—
117
139
—
139
Selling, general and administrative
957
(30
)
927
819
(96
)
723
Interest expense, net:
Vehicle
608
(46
)
562
590
(50
)
540
Non-vehicle
469
(56
)
413
369
(51
)
318
Total interest expense, net
1,077
(102
)
975
959
(101
)
858
Other (income) expense, net
(3
)
5
2
4
(2
)
2
(Gain) on sale of non-vehicle capital assets
(144
)
144
—
—
—
—
Legal settlement
(154
)
154
—
—
—
—
Bankruptcy-related litigation reserve
24
(24
)
—
292
(292
)
—
Long-Lived Assets impairment
—
—
—
1,048
(1,048
)
—
Change in fair value of Public Warrants
44
(44
)
—
(275
)
275
—
Total expenses
$
9,334
$
48
$
9,382
$
12,286
$
(1,287
)
$
10,999
(m)
Derived utilizing an effective rate of 25% for the three and twelve months ended December 31, 2025 and 2024, respectively, applied to the respective Adjusted Pre-tax Income (Loss).
(n)
Adjustments used to reconcile diluted earnings (loss) per share on a GAAP basis to Adjusted Diluted Earnings (Loss) Per Share are comprised of the same adjustments, inclusive of the tax impact, used to reconcile net income (loss) to Adjusted Net Income (Loss) divided by the weighted-average diluted shares outstanding during the period.
(o)
Excludes gains (losses) related to the fair value of the Exchange Features 2029 and Exchange Feature 2030.
(p)
Represents former CEO awards forfeited in March 2024.
(q)
The table below reconciles expenses as reported in the condensed consolidated unaudited statement of operations to adjusted expenses utilized in calculating Adjusted Corporate EBITDA, both of which are deemed non-GAAP measures.
(in millions)
Three Months Ended December 31, 2025
Three Months Ended December 31, 2024
Expenses:
As Reported
Adjustment
As Adjusted
As Reported
Adjustment
As Adjusted
Direct vehicle and operating
$
1,367
$
(41
)
$
1,326
$
1,413
$
(6
)
$
1,407
Depreciation of revenue earning vehicles and lease charges, net
520
—
520
670
3
673
Depreciation and amortization of non-vehicle assets
29
(29
)
—
32
(32
)
—
Selling, general and administrative
251
(8
)
243
225
(35
)
190
Interest expense, net:
Vehicle
155
(11
)
144
143
(11
)
132
Non-vehicle
24
(24
)
—
117
(117
)
—
Total interest expense, net
179
(35
)
144
260
(128
)
132
Other (income) expense, net
(5
)
5
—
2
(8
)
(6
)
(Gain) on sale of non-vehicle capital assets
(16
)
16
—
—
—
—
Bankruptcy-related litigation reserve
12
(12
)
—
4
(4
)
—
Change in fair value of Public Warrants
(86
)
86
—
(3
)
3
—
Total expenses
$
2,251
$
(18
)
$
2,233
$
2,603
$
(207
)
$
2,396
(in millions)
Twelve Months Ended December 31, 2025
Twelve Months Ended December 31, 2024
Expenses:
As Reported
Adjustment
As Adjusted
As Reported
Adjustment
As Adjusted
Direct vehicle and operating
$
5,489
$
(59
)
$
5,430
$
5,689
$
(31
)
$
5,658
Depreciation of revenue earning vehicles and lease charges, net
1,927
—
1,927
3,611
8
3,619
Depreciation and amortization of non-vehicle assets
117
(117
)
—
139
(139
)
—
Selling, general and administrative
957
(35
)
922
819
(33
)
786
Interest expense, net:
Vehicle
608
(46
)
562
590
(50
)
540
Non-vehicle
469
(469
)
—
369
(369
)
—
Total interest expense, net
1,077
(515
)
562
959
(419
)
540
Other (income) expense, net
(3
)
5
2
4
(17
)
(13
)
(Gain) on sale of non-vehicle capital assets
(144
)
144
—
—
—
—
Litigation settlement
(154
)
154
—
—
—
—
Bankruptcy-related litigation reserve
24
(24
)
—
292
(292
)
—
Long-Lived Assets impairment
—
—
—
1,048
(1,048
)
—
Change in fair value of Public Warrants
44
(44
)
—
(275
)
275
—
Total expenses
$
9,334
$
(491
)
$
8,843
$
12,286
$
(1,696
)
$
10,590
Supplemental Schedule III
HERTZ GLOBAL HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURE - ADJUSTED OPERATING CASH FLOW
AND ADJUSTED FREE CASH FLOW
Unaudited
Three Months Ended
December 31,
Twelve Months Ended
December 31,
(In millions)
2025
2024
2025
2024
ADJUSTED OPERATING CASH FLOW AND ADJUSTED FREE CASH FLOW:
Net cash provided by (used in) operating activities
$
193
$
414
$
1,625
$
2,224
Depreciation and reserves for revenue earning vehicles, net
(563
)
(764
)
(2,148
)
(3,983
)
Bankruptcy related payments (post emergence) and other payments
(1
)
—
(143
)
4
Adjusted operating cash flow
(371
)
(350
)
(666
)
(1,755
)
Non-vehicle capital asset proceeds (expenditures), net
(4
)
(21
)
103
(83
)
Adjusted operating cash flow before vehicle investment
(375
)
(371
)
(563
)
(1,838
)
Net fleet growth after financing
(20
)
39
165
70
Adjusted free cash flow
$
(395
)
$
(332
)
$
(398
)
$
(1,768
)
CALCULATION OF NET FLEET GROWTH AFTER FINANCING:
Revenue earning vehicles expenditures
$
(2,384
)
$
(2,666
)
$
(10,183
)
$
(10,524
)
Proceeds from disposal of revenue earning vehicles
2,116
3,022
8,086
7,678
Revenue earning vehicles capital expenditures, net
(268
)
356
(2,097
)
(2,846
)
Depreciation and reserves for revenue earning vehicles, net
563
764
2,148
3,983
Financing activity related to vehicles:
Borrowings
1,307
614
5,931
3,873
Payments
(1,476
)
(1,547
)
(5,761
)
(4,827
)
Restricted cash changes, vehicle
(146
)
(148
)
(56
)
(113
)
Net financing activity related to vehicles
(315
)
(1,081
)
114
(1,067
)
Net fleet growth after financing
$
(20
)
$
39
$
165
$
70
Supplemental Schedule IV
HERTZ GLOBAL HOLDINGS, INC.
NET DEBT CALCULATION
Unaudited
As of December 31, 2025
As of December 31, 2024
(In millions)
Vehicle
Non-Vehicle
Total
Vehicle
Non-Vehicle
Total
First Lien RCF
$
—
$
395
$
395
$
—
$
175
$
175
Term loans
—
1,977
1,977
—
1,995
1,995
First lien senior notes
—
1,250
1,250
—
1,250
1,250
Second lien exchangeable notes
—
271
271
—
250
250
Unsecured exchangeable notes
—
425
425
—
—
—
Unsecured senior notes
—
1,200
1,200
—
1,500
1,500
U.S. vehicle financing (HVF III)
9,886
—
9,886
9,431
—
9,431
International vehicle financing (Various)
1,673
—
1,673
1,752
—
1,752
Other debt
120
6
126
97
—
97
Fair value of the Exchange Features 2029
—
78
78
—
61
61
Fair value of the Exchange Feature 2030
—
54
54
—
—
—
Debt issue costs, discounts and premiums
(50
)
(231
)
(281
)
(49
)
(127
)
(176
)
Debt as reported in the balance sheet
11,629
5,425
17,054
11,231
5,104
16,335
Add:
Debt issue costs, discounts and premiums
50
231
281
49
127
176
Less:
Cash and cash equivalents
—
565
565
—
592
592
Restricted cash
317
—
317
258
—
258
Restricted cash and restricted cash equivalents associated with Term C Loan
—
245
245
—
245
245
Net Debt
$
11,362
$
4,846
$
16,208
$
11,022
$
4,394
$
15,416
LTM Adjusted Corporate EBITDA
(339
)
(1,541
)
Net Corporate Leverage
NM
(2.9)x
NM = Not meaningful
Supplemental Schedule V
HERTZ GLOBAL HOLDINGS, INC.
KEY METRICS CALCULATIONS
REVENUE, UTILIZATION AND DEPRECIATION
Unaudited
Global RAC
Three Months Ended
December 31,
Percent
Inc/(Dec)
Twelve Months Ended
December 31,
Percent
Inc/(Dec)
($ in millions, except where noted)
2025
2024
2025
2024
Total RPD
Revenues
$
2,028
$
2,040
$
8,504
$
9,049
Foreign currency adjustment(a)
(35
)
(14
)
(125
)
(81
)
Total Revenues - adjusted for foreign currency
$
1,993
$
2,026
$
8,379
$
8,968
Transaction Days (in thousands)
35,804
35,998
149,286
153,871
Total RPD (in dollars)
$
55.67
$
56.27
(1
)%
$
56.13
$
58.28
(4
)%
Total Revenue Per Unit Per Month
Total Revenues - adjusted for foreign currency
$
1,993
$
2,026
$
8,379
$
8,968
Average Rentable Vehicles (in whole units)
498,120
497,875
504,060
530,679
Total revenue per unit (in whole dollars)
$
4,002
$
4,069
$
16,624
$
16,898
Number of months in period (in whole units)
3
3
12
12
Total RPU Per Month (in whole dollars)
$
1,334
$
1,356
(2
)%
$
1,385
$
1,408
(2
)%
Vehicle Utilization
Transaction Days (in thousands)
35,804
35,998
149,286
153,871
Average Rentable Vehicles (in whole units)
498,120
497,875
504,060
530,679
Number of days in period (in whole units)
92
92
365
366
Available Car Days (in thousands)
45,832
45,805
184,042
194,257
Vehicle Utilization(b)
78
%
79
%
81
%
79
%
Depreciation Per Unit Per Month
Depreciation of revenue earning vehicles and lease charges, net
$
520
$
670
$
1,927
$
3,611
Foreign currency adjustment(a)
(8
)
(2
)
(26
)
(18
)
Adjusted depreciation of revenue earning vehicles and lease charges
$
512
$
668
$
1,901
$
3,593
Average Vehicles (in whole units)
516,867
532,884
527,379
560,279
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)
$
990
$
1,253
$
3,604
$
6,414
Number of months in period (in whole units)
3
3
12
12
Depreciation Per Unit Per Month (in whole dollars)
$
330
$
418
(21
)%
$
300
$
534
(44
)%
Adjusted DOE per Transaction Day
Direct Operating Expense – as reported
$
1,367
$
1,413
$
5,489
$
5,689
Adjustments:
Foreign Currency Adjustment(a)
(23
)
(10
)
(74
)
(49
)
Other(c)
(41
)
(6
)
(59
)
(31
)
Direct Operating Expense (DOE) – as adjusted
1,303
1,397
5,356
5,609
Transaction Days (In Thousands)
35,804
35,998
149,286
153,871
Adjusted DOE per Transaction Day
$
36.39
$
38.81
(6
)%
$
35.88
$
36.45
(2
)%
Note: Global RAC represents Americas RAC and International RAC segment information on a combined basis and excludes Corporate
(a)
Based on December 31, 2024 foreign exchange rates.
(b)
Calculated as Transaction Days divided by Available Car Days.
(c)
For Q4 2025, primarily reflects a pension plan settlement reserve adjustment and a one-time settlement agreement to restructure an IT contract. For Q4 2024, primarily reflects certain restructuring related IT costs. For FY 2025, primarily reflects a pension plan settlement reserve adjustment, a one-time settlement agreement to restructure an IT contract and certain restructuring related IT costs. For FY 2024, primarily reflects certain restructuring related IT costs and certain storm-related vehicle damages.
Supplemental Schedule V (continued)
HERTZ GLOBAL HOLDINGS, INC.
KEY METRICS CALCULATIONS
REVENUE, UTILIZATION AND DEPRECIATION
Unaudited
Americas RAC
Three Months Ended
December 31,
Percent
Inc/(Dec)
Twelve Months Ended
December 31,
Percent
Inc/(Dec)
($ in millions, except where noted)
2025
2024
2025
2024
Total RPD
Revenues
$
1,621
$
1,669
$
6,759
$
7,398
Foreign currency adjustment(a)
(2
)
(2
)
(10
)
(16
)
Total Revenues - adjusted for foreign currency
$
1,619
$
1,667
$
6,749
$
7,382
Transaction Days (in thousands)
28,857
29,298
119,473
124,767
Total RPD (in dollars)
$
56.11
$
56.89
(1
)%
$
56.49
$
59.17
(5
)%
Total Revenue Per Unit Per Month
Total Revenues - adjusted for foreign currency
$
1,619
$
1,667
$
6,749
$
7,382
Average Rentable Vehicles (in whole units)
398,106
399,927
400,355
426,017
Total revenue per unit (in whole dollars)
$
4,067
$
4,168
$
16,856
$
17,328
Number of months in period (in whole units)
3
3
12
12
Total RPU Per Month (in whole dollars)
$
1,356
$
1,389
(2
)%
$
1,405
$
1,444
(3
)%
Vehicle Utilization
Transaction Days (in thousands)
28,857
29,298
119,473
124,767
Average Rentable Vehicles (in whole units)
398,106
399,927
400,355
426,017
Number of days in period (in whole units)
92
92
365
366
Available Car Days (in thousands)
36,629
36,792
146,157
155,935
Vehicle Utilization(b)
79
%
80
%
82
%
80
%
Depreciation Per Unit Per Month
Depreciation of revenue earning vehicles and lease charges, net
$
432
$
595
$
1,574
$
3,198
Foreign currency adjustment(a)
—
—
(1
)
(2
)
Adjusted depreciation of revenue earning vehicles and lease charges
$
432
$
595
$
1,573
$
3,196
Average Vehicles (in whole units)
415,264
432,909
422,346
453,706
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)
$
1,039
$
1,375
$
3,724
$
7,044
Number of months in period (in whole units)
3
3
12
12
Depreciation Per Unit Per Month (in whole dollars)
$
346
$
458
(24
)%
$
310
$
587
(47
)%
Adjusted DOE per Transaction Day
Direct Operating Expense – as reported
$
1,108
$
1,173
$
4,461
$
4,726
Adjustments:
Foreign Currency Adjustment(a)
(2
)
(1
)
(6
)
(9
)
Other(c)
(40
)
(8
)
(57
)
(37
)
Direct Operating Expense (DOE) – as adjusted
1,066
1,164
4,398
4,680
Transaction Days (In Thousands)
28,857
29,298
119,473
124,767
Adjusted DOE per Transaction Day
$
36.94
$
39.73
(7
)%
$
36.81
$
37.51
(2
)%
(a)
Based on December 31, 2024 foreign exchange rates.
(b)
Calculated as Transaction Days divided by Available Car Days.
(c)
For Q4 2025, primarily reflects a pension plan settlement reserve adjustment and a one-time settlement agreement to restructure an IT contract. For Q4 2024, primarily reflects certain restructuring related IT costs. For FY 2025, primarily reflects a pension plan settlement reserve adjustment, a one-time settlement agreement to restructure an IT contract and certain restructuring related IT costs. For FY 2024, primarily reflects certain restructuring related IT costs and certain storm-related vehicle damages
Supplemental Schedule V (continued)
HERTZ GLOBAL HOLDINGS, INC.
KEY METRICS CALCULATIONS
REVENUE, UTILIZATION AND DEPRECIATION
Unaudited
International RAC
Three Months Ended
December 31,
Percent
Inc/(Dec)
Twelve Months Ended
December 31,
Percent
Inc/(Dec)
($ in millions, except where noted)
2025
2024
2025
2024
Total RPD
Revenues
$
407
$
371
$
1,745
$
1,651
Foreign currency adjustment(a)
(33
)
(12
)
(114
)
(65
)
Total Revenues - adjusted for foreign currency
$
374
$
359
$
1,631
$
1,586
Transaction Days (in thousands)
6,948
6,700
29,813
29,104
Total RPD (in dollars)
$
53.89
$
53.57
1
%
$
54.70
$
54.48
—
%
Total Revenue Per Unit Per Month
Total Revenues - adjusted for foreign currency
$
374
$
359
$
1,631
$
1,586
Average Rentable Vehicles (in whole units)
100,013
97,948
103,704
104,661
Total revenue per unit (in whole dollars)
$
3,744
$
3,664
$
15,726
$
15,150
Number of months in period (in whole units)
3
3
12
12
Total RPU Per Month (in whole dollars)
$
1,248
$
1,221
2
%
$
1,311
$
1,262
4
%
Vehicle Utilization
Transaction Days (in thousands)
6,948
6,700
29,813
29,104
Average Rentable Vehicles (in whole units)
100,013
97,948
103,704
104,661
Number of days in period (in whole units)
92
92
365
366
Available Car Days (in thousands)
9,203
9,013
37,885
38,321
Vehicle Utilization (b)
75
%
74
%
79
%
76
%
Depreciation Per Unit Per Month
Depreciation of revenue earning vehicles and lease charges, net
$
88
$
75
$
353
$
413
Foreign currency adjustment(a)
(8
)
(3
)
(25
)
(16
)
Adjusted depreciation of revenue earning vehicles and lease charges
$
80
$
72
$
328
$
397
Average Vehicles (in whole units)
101,603
99,975
105,033
106,573
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)
$
789
$
723
$
3,123
$
3,729
Number of months in period (in whole units)
3
3
12
12
Depreciation Per Unit Per Month (in whole dollars)
$
263
$
241
9
%
$
260
$
311
(16
)%
Adjusted DOE per Transaction Day
Direct Operating Expense – as reported
$
263
$
240
$
1,031
$
971
Adjustments:
Foreign Currency Adjustment(a)
(22
)
(7
)
(68
)
(39
)
Other
(1
)
—
(2
)
(2
)
Direct Operating Expense (DOE) – as adjusted
240
233
961
930
Transaction Days (In Thousands)
6,948
6,700
29,813
29,104
Adjusted DOE per Transaction Day
$
34.54
$
34.78
(1
)%
$
32.23
$
31.95
1
%
(a)
Based on December 31, 2024 foreign exchange rates.
(b)
Calculated as Transaction Days divided by Available Car Days.
NON-GAAP MEASURES AND KEY METRICS
The term “GAAP” refers to accounting principles generally accepted in the United States. Adjusted EBITDA is the Company's segment measure of profitability and complies with GAAP when used in that context.
NON-GAAP MEASURES
Non-GAAP measures are not recognized measurements under GAAP. When evaluating the Company's operating performance or liquidity, investors should not consider non-GAAP measures in isolation of, superior to, or as a substitute for measures of the Company's financial performance as determined in accordance with GAAP.
Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share ("Adjusted EPS")
Adjusted Net Income (Loss) represents income or loss attributable to the Company as adjusted to eliminate the impact of GAAP income tax; vehicle and non-vehicle debt-related charges; restructuring and restructuring related charges; acquisition accounting-related depreciation and amortization; unrealized (gains) losses on financial instruments; change in fair value of Public Warrants and certain other miscellaneous or non-recurring items on a pre-tax basis. Adjusted Net Income (Loss) includes a provision (benefit) for income taxes derived utilizing a combined statutory rate. The combined statutory rate is management's estimate of the Company's long-term tax rate. Its most comparable GAAP measure is net income (loss).
Adjusted EPS represents Adjusted Net Income (Loss) on a per diluted share basis using the weighted-average number of diluted shares outstanding for the period. Its most comparable GAAP measure is diluted earnings (loss) per share.
Adjusted Net Income (Loss) and Adjusted EPS are important operating metrics because they allow management and investors to assess operational performance of the Company's business, exclusive of the items mentioned above that are not operational in nature or comparable to those of the Company's competitors.
Adjusted Corporate EBITDA and Adjusted Corporate EBITDA Margin
Adjusted Corporate EBITDA represents income or loss attributable to the Company as adjusted to eliminate the impact of GAAP income tax; non-vehicle depreciation and amortization; non-vehicle debt interest, net; vehicle debt-related charges; restructuring and restructuring related charges; unrealized (gains) losses on financial instruments; change in fair value of Public Warrants and certain other miscellaneous or non-recurring items.
Adjusted Corporate EBITDA Margin is calculated as the ratio of Adjusted Corporate EBITDA to total revenues.
Management uses these measures as operating performance metrics for internal monitoring and planning purposes, including the preparation of the Company's annual operating budget and monthly operating reviews, and analysis of investment decisions, profitability and performance trends. These measures enable management and investors to isolate the effects on profitability of operating metrics most meaningful to the business of renting and leasing vehicles. They also allow management and investors to assess the performance of the entire business on the same basis as its reportable segments. Adjusted Corporate EBITDA is also utilized in the determination of certain executive compensation. Its most comparable GAAP measure is net income (loss) attributable to the Company.
Adjusted operating cash flow and adjusted free cash flow
Adjusted operating cash flow represents net cash provided by operating activities net of the non-cash add back for vehicle depreciation and reserves, and exclusive of bankruptcy related payments made post emergence. Adjusted operating cash flow is an important performance measure to management and investors as it provides useful information about the amount of cash generated from operations when fully burdened by fleet costs.
Adjusted free cash flow represents adjusted operating cash flow plus the impact of net non-vehicle capital expenditures and net fleet growth after financing. Adjusted free cash flow is an important performance measure to management and investors as it provides useful information about the amount of cash available for, but not limited to, the reduction of non-vehicle debt, share repurchase and acquisition.
The most comparable GAAP measure for adjusted operating cash flow and adjusted free cash flow is net cash provided by (used in) operating activities.
Net Fleet Growth After Financing
U.S. and International Rental Car segments Fleet Growth is defined as revenue earning vehicles expenditures, net of proceeds from disposals, plus vehicle depreciation and net vehicle financing, which includes borrowings, repayments and the change in restricted cash associated with vehicles. Fleet Growth is important as it allows the Company to assess the cash flow required to support its investment in revenue earning vehicles.
Net Non-vehicle Debt
Net Non-vehicle Debt is calculated as non-vehicle debt as reported on the Company's balance sheet, excluding the impact of unamortized debt issuance costs associated with non-vehicle debt, less cash and cash equivalents. Non-vehicle debt consists of the Company's Senior Term Loans, Senior RCF, First Lien Senior Notes, Second Lien Exchangeable Notes, Senior Unsecured Notes, Promissory Notes and certain other non-vehicle indebtedness of its domestic and foreign subsidiaries. Net Non-vehicle Debt is important to management and investors as it helps measure the Company's corporate leverage. Net Non-vehicle Debt also assists in the evaluation of the Company's ability to service its non-vehicle debt without reference to the expense associated with the vehicle debt, which is collateralized by assets not available to lenders under the non-vehicle debt facilities.
Net Vehicle Debt
Net Vehicle Debt is calculated as vehicle debt as reported on the Company's balance sheet, excluding the impact of unamortized debt issue costs associated with vehicle debt, less restricted cash associated with vehicles. Restricted cash associated with vehicle debt is restricted for the purchase of revenue earning vehicles and other specified uses under the Company's vehicle debt facilities. Net Vehicle Debt is important to management, investors and ratings agencies as it helps measure the Company's leverage with respect to its vehicle assets.
Total Net Debt
Total Net Debt is calculated as total debt, excluding the impact of unamortized debt issuance costs, less total cash and cash equivalents and restricted cash associated with vehicle debt. Unamortized debt issuance costs are required to be reported as a deduction from the carrying amount of the related debt obligation under GAAP. Management believes that eliminating the effects that these costs have on debt will more accurately reflect the Company's net debt position. Total Net Debt is important to management, investors and ratings agencies as it helps measure the Company's gross leverage.
Net Corporate Leverage
Net Corporate Leverage is calculated as non-vehicle net debt divided by Adjusted Corporate EBITDA for the last twelve months. Net Corporate Leverage is important to management and investors as it measures the Company's corporate leverage net of unrestricted cash. Net Corporate Leverage also assists in the evaluation of the Company's ability to service its non-vehicle debt with reference to the generation of Adjusted Corporate EBITDA.
KEY METRICS
Adjusted Direct Operating Expense per Transaction Day (“adjusted DOE per day”)
Adjusted DOE per day is calculated as Direct Operating Expenses - as reported, exclusive of the impacts of foreign currency exchange rates and adjustments for certain other miscellaneous or non-recurring items, divided by the number of Transaction Days during the period. Adjusted DOE per day is important to management and investors as it measures the Company’s cost efficiency on a per unit basis excluding the impact of variable direct operating expense fluctuations attributable to changes in volume, so as not to affect the comparability of underlying trends.
Available Car Days
Available Car Days represents Average Rentable Vehicles multiplied by the number of days in a given period.
Average Vehicles ("Fleet Capacity" or "Capacity")
Average Vehicles is determined using a simple average of the number of vehicles in the fleet whether owned or leased by the Company at the beginning and end of a given period.
Average Rentable Vehicles
Average Rentable Vehicles reflects Average Vehicles excluding vehicles for sale on the Company’s retail lots or actively in the process of being sold through other disposition channels.
Depreciation Per Unit Per Month ("Depreciation Per Unit" or "DPU")
Depreciation Per Unit Per Month represents the amount of average depreciation expense and lease charges per vehicle per month, exclusive of the impacts of foreign currency exchange rates so as not to affect the comparability of underlying trends. This metric is important to management and investors as it reflects how effectively the Company is managing the costs of its vehicles and facilitates comparisons with other participants in the vehicle rental industry.
Total Revenue Per Transaction Day ("Total RPD" or "RPD"; also referred to as "pricing")
Total RPD represents revenue generated per transaction day, excluding the impact of foreign currency exchange rates so as not to affect the comparability of underlying trends. This metric is important to management and investors as it represents a measure of changes in the underlying pricing in the vehicle rental business and encompasses the elements in vehicle rental pricing that management has the ability to control.
Total Revenue Per Unit Per Month ("Total RPU", "RPU" or "Total RPU Per Month")
Total RPU Per Month represents the amount of revenue generated per vehicle in the rental fleet each month, excluding the impact of foreign currency exchange rates so as not to affect the comparability of underlying trends. This metric is important to management and investors as it provides a measure of revenue productivity relative to the number of vehicles in our rental fleet whether owned or leased, or asset efficiency.
Transaction Days ("Days"; also referred to as "volume")
Transaction Days represents the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period. This metric is important to management and investors as it represents the number of revenue-generating days.
Vehicle Utilization ("Utilization")
Vehicle Utilization represents the ratio of Transaction Days to Available Car Days. This metric is important to management and investors as it is the measurement of the proportion of vehicles that are being used to generate revenues relative to rentable fleet capacity.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260226304972/en/
Hertz Investor Relations:
investorrelations@hertz.com
Hertz Media Relations:
mediarelations@hertz.com
Original: Hertz Transformation Drives Structural Revenue Gains and Builds Sustainable Momentum
THDR
1年前
Hertz Global : Audit Committee Charter (Audit Committee Charter 12 11 2024 Approved by Board)
January 14, 2025 at 06:32 am EST
HERTZ GLOBAL HOLDINGS, INC.
AUDIT COMMITTEE CHARTER
Last updated on December 11, 2024
Pursuant to duly adopted Bylaws and Corporate Governance Guidelines, the Board of Directors (the "Board") of Hertz Global Holdings, Inc. (the "Company") has determined that the Audit Committee of the Board (the "Committee") shall assist the Board in fulfilling certain of the Board's oversight responsibilities with respect to the accounting and financial reporting processes and the audits of the Company's financial statements. The Board hereby adopts this Audit Committee Charter (the "Charter") to establish the governing principles of the Committee. This Charter amends, restates, replaces and supersedes any and all charters of the Committee previously adopted by the Board.
Purpose and Authority
The primary purpose of the Committee is to assist the Board in overseeing:
the accounting, financial, and external reporting policies and practices of the Company and the audit of the Company's financial statements;
the integrity of the Company's financial statements;
the effectiveness of the Company's internal controls, including operational policies and practices;
the independence, qualifications and performance of the Company's independent auditor;
the authority, scope, access and performance of the Company's internal audit function;
the Company's compliance with legal and regulatory requirements;
treasury and finance matters; and
enterprise risk management process, including cybersecurity and other technology risks.
In discharging its duties under this Charter, the Committee shall have the authority, in its sole discretion, to select, retain, terminate and obtain the advice of any independent legal, accounting, or other advisors as it deems necessary or appropriate to fulfill its duties and responsibilities. The Committee shall approve the terms of any engagement, including compensation, and oversee the work, of any such independent legal, accounting, or other advisors. The Company shall provide appropriate funding, as determined by the Committee, for payment of (i) compensation to the independent accountants for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Committee; and (ii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. Any accounting, legal or other consultant retained by the Committee may, but need not, be, in the case of an outside accountant, the same accounting firm employed by the Company for the purpose of rendering or issuing an audit report on the Company's annual financial statements or, in the case of an outside legal or other advisors, otherwise engaged by the Company for any other purpose.
1
Membership
For so long as the Company's common stock is listed on The Nasdaq Stock Market LLC ("Nasdaq"), the Committee shall consist of at least three directors, each of whom shall be determined by the Board to be "independent" under the rules of Nasdaq, as applicable, and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Committee members will be appointed, and may be removed, by the Board in accordance with the Bylaws of the Company. Committee members shall serve for such term or terms as the Board may determine. When appropriate, as permitted under applicable Nasdaq requirements, the Board or the Committee may delegate any of its responsibilities to subcommittees consisting of one or more members of the Committee.
Each member of the Committee must be able to read and understand fundamental financial statements, including a Company's balance sheet, income statement, and cash flow statement. At least one member of the Committee shall be financially sophisticated and qualify as an "Audit Committee Financial Expert" under applicable rules of the Securities and Exchange Commission (the "SEC") and Nasdaq. In addition, each member of the Committee must not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.
Responsibilities
The powers and responsibilities of the Committee include the matters enumerated below, as well as such other matters as may be delegated to the Committee by the Board from time to time.
1. Oversight of Financial Reporting, Disclosure and Internal Controls.
Review any significant additions or changes to the Company's existing policies or practices as they apply to accounting, financial reporting, external reporting, and asset-safeguarding.
Discuss generally the Company's earnings reports, as well as any written financial information and earnings guidance provided to analysts and ratings agencies. The Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance.
Review and discuss with management and the independent auditor the quarterly, unaudited financial statements, including disclosures made in management's discussion and analysis of financial condition and results of operations, major underlying issues and the results of the independent auditor's review prior to filing each quarterly report on Form 10-Q.
Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management's discussion and analysis of financial condition and results of operations, and major underlying issues prior to filing each annual report on Form 10-K.
Review and discuss with the Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") the procedures undertaken in connection with the CEO and CFO certifications in periodic reports, including their evaluation of the Company's disclosure controls and procedures and internal controls.
Prepare the report required by the rules of the SEC to be included in the Company's annual Proxy Statement.
2
Receive information from management and internal audit about any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize and report financial data and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. This includes receiving reports on all matters of significance arising from work performed by other providers of financial and internal control assurance to senior management and the Board.
Review and discuss quarterly reports from the independent auditor on all critical accounting policies and practices to be used; all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Review and discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies.
Review and discuss with management and the independent auditor any significant changes to the Company's auditing and accounting principles and practices suggested by the independent auditor, internal audit or management.
Review and discuss with management and the independent auditor management's internal control report prepared in accordance with rules promulgated by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act and the independent auditor's attestation report prior to the filing of the Company's annual report on Form 10-K, and consider whether any changes are appropriate in light of these reports.
Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as any significant off-balance sheet commitments, arrangements and structures (if any) on the Company's financial statements.
Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.
Resolve any disagreements between management and the independent auditor regarding financial reporting.
2. Oversight of Independent Auditor.
Possess sole responsibility for the appointment, retention, termination, compensation (including the fees, terms and conditions for the performance of audit or non-audit services), evaluation and oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor shall report directly to the Committee.
Before the engagement of an independent auditor and at least annually thereafter, review and discuss with the independent auditor the independent auditor's written communications to the
3
Committee regarding the relationships between the auditor and the Company that, in the auditor's professional judgment, may reasonably be thought to bear on its independence and obtain the written affirmation from the auditor of its independence.
Review the proposed audit scope for adequacy of coverage.
Review the conduct and results of the audit of the consolidated financial statements and solicit concerns from the independent auditor, including any audit problems, difficulties encountered in the course of audit work, including any restrictions on the scope of activities or access to requested information, disagreements with management and management's response and communications between the audit team and the audit firm's national office with respect to difficult auditing or accounting issues presented by the engagement.
Review with the independent auditor the Company's internal controls and the responsibilities, budget and staffing of the Company's internal audit function, including any "management" or "internal control" letter issued or proposed to be issued by such auditor to the Company. With respect to any such letter, obtain management's response and corrective action plan.
Review and evaluate the lead partner of the independent auditor, and ensure proper rotation of audit partner, lead partner and concurring partner. Consider whether it is appropriate to adopt a policy of rotating the independent auditor on a regular basis.
Obtain and review a report from the independent auditor at least annually detailing: (i) the independent auditor's internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditor and the Company.
Actively engage in a dialogue with the independent auditor regarding any disclosed relationships or services that may impact the objectivity and independence of the independent auditor. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence, taking into account the opinions of management and internal auditors. Review periodic reports from the independent auditor regarding the auditor's independence (including the auditors' fees billed for audit services, audit-related fees, tax fees, and all other non-audit services, respectively, for each fiscal year), discuss such reports with the auditor, and if so determined by the Committee, recommend that the Board take appropriate action regarding the independence of the auditor. Ensure procedures are in place for the Company's hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company's financial statements to ensure the independent auditor's independence under applicable law and listing standards. The Committee shall present its conclusions with respect to the independent auditor to the full Board.
Pre-approveall audit and permitted non-audit services and fees as required by any regulatory or listing agency; provided, however, that the Committee may delegate pre-approval authority to subcommittees comprised of one or more of its independent members, who must then provide a report to the full Committee at its next scheduled meeting. When pre-approving non-audit services by the independent auditor, the Committee shall consider whether their provision is consistent with maintaining the independent auditor's independence.
As appropriate, discuss with the national office of the independent auditor issues on which they were consulted by the Company's audit team and matters of audit quality and consistency.
4
Review with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Company's financial statements or accounting policies.
On an annual basis, obtain assurance from the independent auditor that the audit was conducted in a manner consistent with Section 10A of the Exchange Act.
At least annually, discuss with the independent auditor, out of the presence of management if deemed appropriate, the matters required to be discussed by the applicable auditing standards adopted by the Public Company Accounting Oversight Board.
Oversight of Internal Audit.
Review and participate in the appointment, replacement, reassignment, performance review and compensation, or dismissal of the chief audit executive (the "CAE"), who shall report directly to the Committee and meet with the Committee without management present at least quarterly.
Discuss with the CAE internal audit department responsibilities and approve the budget and resource plan, including making inquiries, as appropriate, of management and the CAE to determine if there are any inappropriate scope or resource limitations.
Review, in consultation with the CAE, the annual internal audit scope and risk- based plan, performance related to the plan and any changes required during the year.
At least quarterly, review internal audit results, including any difficulties encountered in the course of internal audit activities, and management's responses thereto.
At least annually, review the internal audit charter and approve any changes thereto. Develop and approve an authorization, which may be included in the internal audit charter, that the activity will have free and unrestricted access to all functions, records, property, and personnel pertinent to carrying out any engagement, subject to accountability for confidentiality and safeguarding of records and information.
Review the results of internal audit's quality assurance and improvement program as well as the results of independent external quality assurance reviews, when performed (every five years).
Oversight of Compliance, Legal and Regulatory Matters.
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. This includes overseeing management's arrangements for the prevention and deterrence of fraud.
Conduct any investigation that the Committee deems appropriate, with full access to all of the Company's records, facilities, personnel and outside advisors. This includes ensuring that appropriate action is taken against known perpetrators of fraud or related misconduct.
At least annually, review the Company's overall compliance program and its components to ensure that it is consistent with applicable guidelines, including but not limited to the United States Department of Justice and Federal Sentencing Guidelines' requirements for "Effective Compliance and Ethics Programs."
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At least annually, review the results from the Company's Standards of Business Conduct Disclosure Survey to review and assess the status of compliance with the Company's Standards of Business Conduct, applicable laws and regulations and general corporate ethics. The Committee shall also review and consider any requests for waivers of the Standards of Business Conduct pertaining to any executive officer or a director and shall make a recommendation to the Board with respect to any such request for a waiver (any director requesting a waiver will not be entitled to vote on such request).
Review and approve all related person transactions, as defined in the Company's related person transaction policy and procedures.
Regularly review reports on material litigation, any material reports or inquiries received by the Company from regulators or governmental agencies, and other matters.
5. Oversight of Treasury and Finance Matters.
Review, as appropriate, the Company's and its subsidiaries' capital markets and financing plans consistent with the prior approvals of the Board, including with respect to the Company's debt, equity or other financing arrangements (including re-financings);
Review, as appropriate, the material terms and conditions of the Company's long-term debt financings and its subsidiaries' long-term debt and equity issuances consistent with the prior approvals of the Board, including with respect to bank loans, letter of credit facilities, securitization facilities (including medium term note issuances and variable funding note issuances), collateral security or pledge agreements, promissory notes, commercial paper, and guarantees;
Review, as appropriate, the Company's dividend policy and recommend to the Board the amount and frequency of dividends (if any);
Review and approve the Company's decision to enter into swaps and other derivatives transactions that are exempt from exchange-execution and clearing under "end-user exception" regulations established by the Commodity Futures Trading Commission consistent with the prior approvals of the Board, and review and approve the Company's policies governing the Company's use of swaps and other derivatives transactions subject to the end-user exception.
Review, as appropriate, with management the financial considerations relating to the Company's pension and retirement plans; and
Review, as appropriate, with management (on a quarterly basis if requested by the Committee) the Company's performance against its annual budget plan.
6. Oversight of Risk.
Oversee, review and discuss with management, including the CAE, the Company's enterprise-wide risk management process including management's implementation and maintenance of an appropriate risk governance structure, risk assessment and risk management practices and guidelines.
Oversee, review and discuss with management, including the senior technology officer, the quality, effectiveness and matters related to the Company's security of information technology systems, capabilities for disaster recovery, data protection, cyber threat detection and cyber incident response, and management of technology-related compliance risks.
Provide oversight on significant risk exposures and control issues, including fraud risks, governance issues, and other matters needed or requested by senior management and the
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Board. This includes considering the effectiveness of the Company's control framework, including information technology security and control.
Provide oversight of the adequacy of the combined assurance being provided.
Oversee, review and provide advice on the risk management processes established and maintained by management and the procedures in place to ensure that they are operating as intended.
Self-Evaluationand Review of Charter.
At least annually, the Committee shall evaluate its own performance and compliance with this Charter and report to the Board on such evaluation.
At least annually, the Committee shall review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
Other Assignments. The Committee shall perform such other responsibilities as are consistent with the purpose of the Committee and as the Board or Committee deems appropriate.
Meetings and Procedures
The meetings and other actions of the Committee shall be governed by the provisions of the Company's Bylaws applicable to meetings and actions of the committees of the Board.
The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, but shall meet at least quarterly. The Chair, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this Charter. The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee. The Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities.
The Committee can transact business when a majority of the members are in attendance at a meeting, which will constitute a quorum. The action of a majority of those members present at a meeting, at which a quorum is present, shall be the action of the Committee. In the event the number of Committee members voting in favor of a proposal and the number of Committee members voting against such proposal are equal, the proposal shall be submitted to a vote of the Board, subject to applicable law. The Committee may also take action by unanimous written consent.
The Committee will meet in executive session at least quarterly and during these sessions the Committee will meet separately with the independent auditor, CFO, and the CAE.
The Chair of the Committee shall make reports concerning Committee meetings to the Board.
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Hertz Global Holdings Inc. published this content on January 14, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 14, 2025 at 11:31:09.727.
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