[10-Q] Hertz Global Holdings Warrants Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________________
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
| OR | ||||||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the transition period from _________ to _________ | ||||||||
| Commission File Number | Exact Name of Registrant as Specified in its Charter, Principal Executive Office Address, Zip Code and Telephone Number | State of Incorporation | I.R.S. Employer Identification No. | |||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which Registered | ||||||||||||||||||||||||
| Hertz Global Holdings, Inc. | Par value $0.01 per share | The | ||||||||||||||||||||||||
| Hertz Global Holdings, Inc. | Each exercisable for one share of Hertz Global Holdings, Inc. common stock at an exercise price of $13.61 per share, subject to adjustment | The | ||||||||||||||||||||||||
| The Hertz Corporation | None | None | None | |||||||||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Hertz Global Holdings, Inc. Yes ☒ No ☐
The Hertz Corporation1 Yes ☐ No ☒
1As a voluntary filer, The Hertz Corporation is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). The Hertz Corporation has filed all reports pursuant to Section 13 or 15(d) of the Exchange Act during the preceding 12 months as if it was subject to such filing requirements.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Hertz Global Holdings, Inc. Yes ☒ No ☐
The Hertz Corporation Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Hertz Global Holdings, Inc. | Large accelerated filer | ☐ | ☒ | Non-accelerated filer | ☐ | |||||||||||||||
| Smaller reporting company | Emerging growth company | |||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||
| The Hertz Corporation | Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | |||||||||||||||
| Smaller reporting company | Emerging growth company | |||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Hertz Global Holdings, Inc. Yes ☐ No ☒
The Hertz Corporation Yes ☐ No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
| Class | Shares Outstanding as of | July 31, 2025 | ||||||||||||||||||
| Hertz Global Holdings, Inc. | Common Stock, | par value $0.01 per share | ||||||||||||||||||
The Hertz Corporation(1) | Common Stock, | par value $0.01 per share | ||||||||||||||||||
(1)(100% owned by Rental Car Intermediate Holdings, LLC) | ||||||||||||||||||||
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
ITEM 1. | Condensed Consolidated Financial Statements (Unaudited) | 1 | ||||||
ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 42 | ||||||
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 66 | ||||||
ITEM 4. | Controls and Procedures | 66 | ||||||
PART II. OTHER INFORMATION | ||||||||
ITEM 1. | Legal Proceedings | 67 | ||||||
ITEM 1A. | Risk Factors | 67 | ||||||
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 67 | ||||||
ITEM 3. | Defaults Upon Senior Securities | 67 | ||||||
ITEM 5. | Other Information | 67 | ||||||
ITEM 6. | Exhibits | 67 | ||||||
EXHIBIT INDEX | 68 | |||||||
SIGNATURE | 71 | |||||||
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Index
| Page | ||||||||
| Hertz Global Holdings, Inc. and Subsidiaries | ||||||||
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 2 | |||||||
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 | 3 | |||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024 | 5 | |||||||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 | 6 | |||||||
| The Hertz Corporation and Subsidiaries | ||||||||
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 8 | |||||||
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 | 9 | |||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 | 10 | |||||||
Condensed Consolidated Statements of Changes in Stockholder's Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024 | 11 | |||||||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 | 12 | |||||||
| Notes to the Condensed Consolidated Financial Statements | ||||||||
Note 1 | Background | 14 | ||||||
Note 2 | Basis of Presentation and Recently Issued Accounting Pronouncements | 14 | ||||||
Note 3 | Divestitures | 15 | ||||||
Note 4 | Revenue Earning Vehicles | 16 | ||||||
Note 5 | Debt | 17 | ||||||
Note 6 | Leases | 23 | ||||||
Note 7 | Income Tax (Provision) Benefit | 24 | ||||||
Note 8 | Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global | 25 | ||||||
Note 9 | Stock-Based Compensation | 26 | ||||||
Note 10 | Financial Instruments | 28 | ||||||
Note 11 | Fair Value Measurements | 29 | ||||||
Note 12 | Contingencies and Off-Balance Sheet Commitments | 32 | ||||||
Note 13 | Segment Information | 35 | ||||||
1
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In millions, except par value and share data)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and cash equivalents: | |||||||||||
| Vehicle | |||||||||||
| Non-vehicle | |||||||||||
| Total restricted cash and cash equivalents | |||||||||||
| Total cash and cash equivalents and restricted cash and cash equivalents | |||||||||||
| Receivables: | |||||||||||
| Vehicle | |||||||||||
Non-vehicle, net of allowance of $ | |||||||||||
| Total receivables, net | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Revenue earning vehicles: | |||||||||||
| Vehicles | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Total revenue earning vehicles, net | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
Total assets(1) | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Accounts payable: | |||||||||||
| Vehicle | $ | $ | |||||||||
| Non-vehicle | |||||||||||
| Total accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Accrued taxes, net | |||||||||||
| Debt: | |||||||||||
| Vehicle | |||||||||||
| Non-vehicle | |||||||||||
| Total debt | |||||||||||
| Public Warrants | |||||||||||
| Operating lease liabilities | |||||||||||
| Self-insured liabilities | |||||||||||
| Deferred income taxes, net | |||||||||||
Total liabilities(1) | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings (Accumulated deficit) | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total stockholders' equity (deficit) | ( | ||||||||||
| Total liabilities and stockholders' equity (deficit) | $ | $ | |||||||||
(1) Hertz Global Holdings, Inc.'s consolidated total assets as of June 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIEs”) of $1.6 billion and $1.4 billion, respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $1.6 billion and $1.4 billion, respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
2
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In millions, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Direct vehicle and operating | |||||||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | |||||||||||||||||||||||
| Non-vehicle depreciation and amortization | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Interest expense, net: | |||||||||||||||||||||||
| Vehicle | |||||||||||||||||||||||
| Non-vehicle | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||
| (Gain) on sale of non-vehicle capital assets | ( | ( | |||||||||||||||||||||
| Change in fair value of Public Warrants | ( | ( | |||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
Income (loss) before income taxes | ( | ( | ( | ( | |||||||||||||||||||
Income tax (provision) benefit | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
3
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
(In millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Total comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Unaudited
(In millions)
| Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings (Accumulated deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock Shares | Treasury Stock Amount | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted stock | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation forfeitures(1) | — | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted stock | — | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
(1) Represents former chief executive officer ("CEO") awards forfeited in March 2024. See also Note 9, "Stock-Based Compensation."
| Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings (Accumulated deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock Shares | Treasury Stock Amount | Total Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted stock | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net settlement on vesting of restricted stock | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
5
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and reserves for revenue earning vehicles, net | |||||||||||
| Depreciation and amortization, non-vehicle | |||||||||||
| Amortization of deferred financing costs and debt discount (premium) | |||||||||||
| Non-cash paid-in-kind ("PIK") interest on Exchangeable Notes | |||||||||||
| Stock-based compensation charges | |||||||||||
| Stock-based compensation forfeitures | ( | ||||||||||
| Provision for receivables allowance | |||||||||||
| Deferred income taxes, net | ( | ( | |||||||||
| (Gain) loss on sale of non-vehicle capital assets | ( | ||||||||||
| Change in fair value of Public Warrants | ( | ||||||||||
| Changes in financial instruments | |||||||||||
| Other | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Non-vehicle receivables | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Operating lease right-of-use assets | |||||||||||
| Non-vehicle accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Accrued taxes, net | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Self-insured liabilities | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Revenue earning vehicles expenditures | ( | ( | |||||||||
| Proceeds from disposal of revenue earning vehicles | |||||||||||
| Non-vehicle capital asset expenditures | ( | ( | |||||||||
| Proceeds from disposal of non-vehicle capital assets | |||||||||||
| Return of (investment in) equity investments | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of vehicle debt | |||||||||||
| Repayments of vehicle debt | ( | ( | |||||||||
| Proceeds from issuance of non-vehicle debt | |||||||||||
| Repayments of non-vehicle debt | ( | ( | |||||||||
| Payment of financing costs | ( | ( | |||||||||
The accompanying notes are an integral part of these financial statements.
6
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Other | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | |||||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period | ( | ( | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest, net of amounts capitalized: | |||||||||||
| Vehicle | $ | $ | |||||||||
| Non-vehicle | |||||||||||
| Income taxes, net of refunds | |||||||||||
| Supplemental disclosures of non-cash information: | |||||||||||
| Purchases of revenue earning vehicles included in accounts payable, net of incentives | $ | $ | |||||||||
| Sales of revenue earning vehicles included in vehicle receivables | |||||||||||
| Purchases of non-vehicle capital assets included in accounts payable | |||||||||||
| Revenue earning vehicles and non-vehicle capital assets acquired through finance lease | |||||||||||
The accompanying notes are an integral part of these financial statements.
7
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In millions, except par value and share data)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and cash equivalents: | |||||||||||
| Vehicle | |||||||||||
| Non-vehicle | |||||||||||
| Total restricted cash and cash equivalents | |||||||||||
| Total cash and cash equivalents and restricted cash and cash equivalents | |||||||||||
| Receivables: | |||||||||||
| Vehicle | |||||||||||
Non-vehicle, net of allowance of $ | |||||||||||
| Total receivables, net | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Revenue earning vehicles: | |||||||||||
| Vehicles | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Total revenue earning vehicles, net | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
Total assets(1) | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDER'S EQUITY | |||||||||||
| Accounts payable: | |||||||||||
| Vehicle | $ | $ | |||||||||
| Non-vehicle | |||||||||||
| Total accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Accrued taxes, net | |||||||||||
| Debt: | |||||||||||
| Vehicle | |||||||||||
| Non-vehicle | |||||||||||
| Total debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Self-insured liabilities | |||||||||||
| Deferred income taxes, net | |||||||||||
Total liabilities(1) | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholder's equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings (Accumulated deficit) | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total stockholder's equity (deficit) | ( | ||||||||||
| Total liabilities and stockholder's equity (deficit) | $ | $ | |||||||||
(1) The Hertz Corporation's consolidated total assets as of June 30, 2025 and December 31, 2024 include total assets of VIEs of $1.6 billion, and $1.4 billion, respectively, which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $1.6 billion and $1.4 billion, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Direct vehicle and operating | |||||||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | |||||||||||||||||||||||
| Non-vehicle depreciation and amortization | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Interest expense, net: | |||||||||||||||||||||||
| Vehicle | |||||||||||||||||||||||
| Non-vehicle | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||
| (Gain) on sale of non-vehicle capital assets | ( | ( | |||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
Income (loss) before income taxes | ( | ( | ( | ( | |||||||||||||||||||
Income tax (provision) benefit | ( | ||||||||||||||||||||||
Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
(In millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Total comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
Unaudited
(In millions, except share data)
| Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholder's Equity | ||||||||||||||||||||||||||||||
| Balance as of: | |||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | |||||||||||||||||||||||||||||||
Stock-based compensation forfeitures(1) | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Dividends paid to Hertz Holdings | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| March 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends paid to Hertz Holdings | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
(1) Represents former chief executive officer ("CEO") awards forfeited in March 2024. See also Note 9, "Stock-Based Compensation."
| Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholder's Equity (Deficit) | ||||||||||||||||||||||||||||||
| Balance as of: | |||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends paid to Hertz Holdings | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| March 31, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation charges | — | — | — | — | |||||||||||||||||||||||||||||||
| Dividends paid to Hertz Holdings | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and reserves for revenue earning vehicles, net | |||||||||||
| Depreciation and amortization, non-vehicle | |||||||||||
| Amortization of deferred financing costs and debt discount (premium) | |||||||||||
| Non-cash PIK interest on Exchangeable Notes | |||||||||||
| Stock-based compensation charges | |||||||||||
| Stock-based compensation forfeitures | ( | ||||||||||
| Provision for receivables allowance | |||||||||||
| Deferred income taxes, net | ( | ( | |||||||||
| (Gain) loss on sale of non-vehicle capital assets | ( | ||||||||||
| Changes in financial instruments | |||||||||||
| Other | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Non-vehicle receivables | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Operating lease right-of-use assets | |||||||||||
| Non-vehicle accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Accrued taxes, net | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Self-insured liabilities | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Revenue earning vehicles expenditures | ( | ( | |||||||||
| Proceeds from disposal of revenue earning vehicles | |||||||||||
| Non-vehicle capital asset expenditures | ( | ( | |||||||||
| Proceeds from disposal of non-vehicle capital assets | |||||||||||
| Return of (investment in) equity investments | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of vehicle debt | |||||||||||
| Repayments of vehicle debt | ( | ( | |||||||||
| Proceeds from issuance of non-vehicle debt | |||||||||||
| Repayments of non-vehicle debt | ( | ( | |||||||||
| Payment of financing costs | ( | ( | |||||||||
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Dividends paid to Hertz Holdings | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | |||||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the period | ( | ( | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest, net of amounts capitalized: | |||||||||||
| Vehicle | $ | $ | |||||||||
| Non-vehicle | |||||||||||
| Income taxes, net of refunds | |||||||||||
| Supplemental disclosures of non-cash information: | |||||||||||
| Purchases of revenue earning vehicles included in accounts payable, net of incentives | $ | $ | |||||||||
| Sales of revenue earning vehicles included in vehicle receivables | |||||||||||
| Purchases of non-vehicle capital assets included in accounts payable | |||||||||||
| Revenue earning vehicles and non-vehicle capital assets acquired through finance lease | |||||||||||
The accompanying notes are an integral part of these financial statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1—Background
Hertz Global Holdings, Inc. ("Hertz Global" when including its subsidiaries and VIEs and "Hertz Holdings" when excluding its subsidiaries and VIEs) was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns The Hertz Corporation ("Hertz" and interchangeably with Hertz Global, the "Company"), Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918.
Hertz operates its vehicle rental business globally primarily through the Hertz, Dollar and Thrifty brands from company-operated and franchisee locations in the United States ("U.S."), Europe, Africa, Asia, Australia, Canada, the Caribbean, Latin America, the Middle East and New Zealand. The Company also sells vehicles through Hertz Car Sales.
Note 2—Basis of Presentation and Recently Issued Accounting Pronouncements
Basis of Presentation
This Quarterly Report on Form 10-Q ("Quarterly Report") combines the quarterly reports on Form 10-Q for the quarterly period ended June 30, 2025 of Hertz Global and Hertz. Hertz Global consolidates Hertz for financial statement purposes and, therefore, disclosures that relate to activities of Hertz also apply to Hertz Global. In the sections that combine disclosure of Hertz Global and Hertz, this report refers to actions as being actions of the Company, or Hertz Global, which is appropriate because the business is one enterprise and Hertz Global operates the business through Hertz. When appropriate, Hertz Global and Hertz are named specifically for their individual disclosures and any significant differences between the operations and results of Hertz Global and Hertz are separately disclosed and explained.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The Company's vehicle rental operations are typically a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months for the majority of countries where the Company generates revenues.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.
The December 31, 2024 unaudited condensed consolidated balance sheet data is derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K"), as filed with the Securities and Exchange Commission ("SEC") on February 18, 2025.
Principles of Consolidation
The unaudited condensed consolidated financial statements of Hertz Global include the accounts of Hertz Global, its wholly owned and majority owned U.S. and international subsidiaries and its VIEs, as applicable. The unaudited condensed consolidated financial statements of Hertz include the accounts of Hertz, its wholly owned and majority owned U.S. and international subsidiaries and its VIEs, as applicable. The Company consolidates a VIE when it is
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
deemed the primary beneficiary of the VIE. All significant intercompany transactions have been eliminated in consolidation.
Recently Issued Accounting Pronouncements
Not yet adopted
Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board ("FASB") issued guidance to enhance income tax disclosures related to, among other items, rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The Company intends to adopt the guidance when it becomes effective using a retrospective application and will include the required disclosures in its Annual Report on Form 10-K for the year ending December 31, 2025.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued guidance to enhance disclosures related to, among other items, specified information about certain costs and expenses for commonly presented expense captions included in the financial statements. The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 using either a prospective or retrospective transition method. Early adoption is permitted. The Company is in the process of determining the method and timing of adoption and assessing the overall impact of adopting this guidance on its disclosures.
Note 3—Divestitures
Sale-Leasebacks of Non-Vehicle Capital Assets
In June 2025, the Company sold and leased back certain land and buildings, inclusive of site improvements, associated with operating sites in its Americas RAC segment. The Company recognized a total pre-tax gain of $89 40 years, inclusive of extensions the Company currently intends to exercise. The Company accounted for the buildings portion of the sales proceeds as financial liabilities, as the criteria for a sale were not met. The financial liabilities are classified as other non-vehicle debt and included in non-vehicle debt in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2025.
In July 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment. The Company expects to recognize a pre-tax gain between $35 million and $40 million. The sale qualifies for sale-leaseback accounting, in which the leaseback will be classified as an operating lease with an expected term of 50 years, inclusive of extensions the Company currently intends to exercise.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Note 4—Revenue Earning Vehicles
The components of revenue earning vehicles, net are as follows:
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Revenue earning vehicles | $ | $ | |||||||||
| Less accumulated depreciation | ( | ( | |||||||||
Revenue earning vehicles held for sale, net(1) | |||||||||||
Revenue earning vehicles, net(2) | $ | $ | |||||||||
(1) Represents the carrying amount of vehicles classified as held for sale as of the respective balance sheet date.
(2) Includes an impairment charge recognized against the Company's revenue earning vehicles in the third quarter of 2024.
Depreciation of revenue earning vehicles and lease charges, net includes the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Depreciation of revenue earning vehicles | $ | $ | $ | $ | |||||||||||||||||||
(Gain) loss on disposal of revenue earning vehicles(1)(2) | ( | ||||||||||||||||||||||
| Rents paid for vehicles leased | |||||||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes costs associated with the sales of vehicles of $72 million and $154 million for the three and six months ended June 30, 2025, respectively. Includes costs associated with the sales of vehicles of $54 million and $99 million for the three and six months ended June 30, 2024, respectively.
(2) Includes the write-down to fair value for vehicles classified as held for sale, including the EV Disposal Groups for the three and six months ended June 30, 2024, as defined and disclosed below.
Electric Vehicles Held for Sale
In December 2023, the Company identified a group of electric vehicles ("EVs") in the Americas RAC segment (the "First EV Disposal Group") that it desired to sell. In March 2024, the Company identified an incremental group of EVs in the Americas RAC and International RAC segments (together with the First EV Disposal Group, the "EV Disposal Groups") that it also desired to sell. During the six months ended June 30, 2024, the Company incurred incremental charges of $176 million, primarily in the first quarter of 2024, for the write-down on the vehicles, of which $165 million and $11 million were associated with the Americas RAC and International RAC segments, respectively, and $47 million for losses incurred on the vehicles sold, primarily in the Americas RAC segment in the first quarter of 2024. These amounts are included in depreciation of revenue earning vehicles and lease charges, net in the accompanying unaudited condensed consolidated statement of operations for the six months ended June 30, 2024. The Company substantially completed the sale of the EV Disposal Groups as of December 31, 2024.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Note 5—Debt
The Company's debt, including its available credit facilities, consists of the following ($ in millions) as of June 30, 2025 and December 31, 2024:
| Facility | Weighted-Average Interest Rate as of June 30, 2025 | Fixed or Floating Interest Rate | Maturity | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Non-Vehicle Debt | ||||||||||||||||||||||||||||||||
| First Lien RCF | Floating | 3/2028 | $ | |||||||||||||||||||||||||||||
| Term B Loan | Floating | 6/2028 | ||||||||||||||||||||||||||||||
| Incremental Term B Loan | Floating | 6/2028 | ||||||||||||||||||||||||||||||
| Term C Loan | Floating | 6/2028 | ||||||||||||||||||||||||||||||
| First Lien Senior Notes | Fixed | 7/2029 | ||||||||||||||||||||||||||||||
Exchangeable Notes(1) | Fixed | 7/2029 | ||||||||||||||||||||||||||||||
| Senior Notes Due 2026 | Fixed | 12/2026 | ||||||||||||||||||||||||||||||
| Senior Notes Due 2029 | Fixed | 12/2029 | ||||||||||||||||||||||||||||||
Other Non-Vehicle Debt(2)(3) | Fixed | 6/2065 | ||||||||||||||||||||||||||||||
Fair Value of the Exchange Features(4) | N/A | N/A | N/A | |||||||||||||||||||||||||||||
Unamortized Debt Issuance Costs(5) and Net (Discount) Premium(6) | ( | ( | ||||||||||||||||||||||||||||||
| Total Non-Vehicle Debt | ||||||||||||||||||||||||||||||||
| Vehicle Debt | ||||||||||||||||||||||||||||||||
| HVF III U.S. ABS Program | ||||||||||||||||||||||||||||||||
| HVF III U.S. Vehicle Variable Funding Notes | ||||||||||||||||||||||||||||||||
HVF III Series 2021-A Class A(7) | Floating | 5/2027 | ||||||||||||||||||||||||||||||
HVF III Series 2021-A Class B(7) | Fixed | 8/2027 | ||||||||||||||||||||||||||||||
| HVF III U.S. Vehicle Medium Term Notes | ||||||||||||||||||||||||||||||||
HVF III Series 2021-2(7) | Fixed | 12/2026 | ||||||||||||||||||||||||||||||
HVF III Series 2022-1(7) | N/A | N/A | N/A | |||||||||||||||||||||||||||||
HVF III Series 2022-2(7) | Fixed | 6/2027 | ||||||||||||||||||||||||||||||
HVF III Series 2022-4(7) | Fixed | 9/2025 | ||||||||||||||||||||||||||||||
HVF III Series 2022-5(7) | Fixed | 9/2027 | ||||||||||||||||||||||||||||||
HVF III Series 2023-1(7) | Fixed | 6/2026 | ||||||||||||||||||||||||||||||
HVF III Series 2023-2(7) | Fixed | 9/2028 | ||||||||||||||||||||||||||||||
HVF III Series 2023-3(7) | Fixed | 2/2027 | ||||||||||||||||||||||||||||||
HVF III Series 2023-4(7) | Fixed | 3/2029 | ||||||||||||||||||||||||||||||
HVF III Series 2024-1(7) | Fixed | 1/2028 | ||||||||||||||||||||||||||||||
HVF III Series 2024-2(7) | Fixed | 1/2030 | ||||||||||||||||||||||||||||||
HVF III Series 2025-1(7) | Fixed | 9/2028 | ||||||||||||||||||||||||||||||
HVF III Series 2025-2(7) | Fixed | 9/2030 | ||||||||||||||||||||||||||||||
HVF III Series 2025-3(7) | Fixed | 12/2028 | ||||||||||||||||||||||||||||||
HVF III Series 2025-4(7) | Fixed | 12/2030 | ||||||||||||||||||||||||||||||
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
| Facility | Weighted-Average Interest Rate as of June 30, 2025 | Fixed or Floating Interest Rate | Maturity | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Vehicle Debt - Other | ||||||||||||||||||||||||||||||||
European ABS(7) | Floating | 4/2027 | ||||||||||||||||||||||||||||||
Hertz Canadian Securitization(7) | Floating | 4/2027 | ||||||||||||||||||||||||||||||
Australian Securitization(7) | Floating | 6/2027 | ||||||||||||||||||||||||||||||
| New Zealand RCF | Floating | 8/2026 | ||||||||||||||||||||||||||||||
| U.K. Financing Facility | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| U.K. ABS | Floating | 12/2026 | ||||||||||||||||||||||||||||||
Other Vehicle Debt(8) | Floating | 7/2025 - 7/2028 | ||||||||||||||||||||||||||||||
| Unamortized Debt Issuance Costs and Net (Discount) Premium | ( | ( | ||||||||||||||||||||||||||||||
| Total Vehicle Debt | ||||||||||||||||||||||||||||||||
| Total Debt | $ | $ | ||||||||||||||||||||||||||||||
(1) The effective interest rate of the Exchangeable Notes, inclusive of the bifurcated Exchange Features, as defined and disclosed in Note 11, "Fair Value Measurements," and PIK interest, was approximately 15.3 % and 15.0 % as of June 30, 2025 and December 31, 2024, respectively.
(2) Other non-vehicle debt as of June 30, 2025 is comprised of $6 million in financial liabilities recognized from the sales of certain non-vehicle capital assets, as disclosed in Note 3, "Divestitures."
(3) Reflects the effective interest rate of other non-vehicle debt.
(4) Reflects the fair value of the Exchange Features, as defined and disclosed in Note 11, "Fair Value Measurements."
(5) Includes $9
(6) Includes $4
(7) Maturity reference is to the earlier "expected final maturity date" as opposed to the subsequent "legal final maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness originally expect the outstanding principal of the relevant indebtedness to be repaid in full. The legal final maturity date is the date on which the outstanding principal of the relevant indebtedness is legally due and payable in full.
(8) Other vehicle debt is primarily comprised of $103 million and $94 million in finance lease obligations as of June 30, 2025 and December 31, 2024, respectively.
Non-Vehicle Debt
First Lien Credit Agreement / First Lien RCF
On April 1, 2025, an amendment to the credit agreement governing the First Lien RCF ("the First Lien Credit Agreement"), which was entered into in April 2024 ("Amendment No. 8"), expired. Amendment No. 8 contained a minimum liquidity covenant of $400 500 5.0 4.75 3.0 3.5
In May 2025, the First Lien Credit Agreement was amended ("Amendment No. 10"), which provides for the extension of the maturity date of $1.7 billion of commitments under Hertz's existing $2.0 billion First Lien RCF from June 2026 to March 2028, subject to a springing maturity date (as defined in the First Lien Credit Agreement) and
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
makes certain other amendments to the First Lien Credit Agreement. Hertz will have access to up to $2.0 billion under the First Lien RCF until June 2026, and thereafter the aggregate amount of commitments under the First Lien RCF is $1.7 billion until March 2028, after giving effect to the terms of Amendment No. 10.
Amendment No. 10 also contains a minimum liquidity covenant, consistent with that of Amendment No. 8, which requires $400 500
Exchangeable Notes
The Exchangeable Notes bear PIK interest payable semi-annually in arrears on January 15 and July 15 (the "Semi-annual PIK Event"), which began in January 2025, where PIK interest increases the principal amount of the Exchangeable Notes upon each Semi-annual PIK Event. In connection with Semi-annual PIK Event in the first quarter of 2025, the Company increased the principal amount of the Exchangeable Notes by $11 million.
Additionally, for each Semi-annual PIK Event, the Company bifurcates an associated embedded derivative (the "Exchange Feature PIK") from the Exchangeable Notes for accounting purposes utilizing applicable guidance. As a result, the Company recognized a debt discount of $3 million within non-vehicle debt in the accompanying unaudited consolidated balance sheet as of June 30, 2025, representing the initial fair value. Refer to Note 11, "Fair Value Measurements," for further details.
The net carrying amount of the Exchangeable Notes consists of the following:
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Principal | $ | $ | |||||||||
| Non-cash PIK interest | |||||||||||
Unamortized debt discounts and debt issuance costs(1) | ( | ( | |||||||||
Fair value of the Exchange Features(2) | |||||||||||
| Net carrying amount | $ | $ | |||||||||
(1) Debt discounts, including the initial fair value, at issuance, of the Exchange Features, as defined in Note 11, "Fair Value Measurements," and debt issuance costs are amortized to non-vehicle interest expense over the term of the Exchangeable Notes using the effective interest method.
(2) As defined and further disclosed in Note 11, "Fair Value Measurements."
Interest expense recognized for the Exchangeable Notes consists of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Contractual interest expense | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of debt discounts and debt issuance costs | |||||||||||||||||||||||
(Gain) loss on fair value of the Exchange Features(1) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1) As defined and further disclosed in Note 11, "Fair Value Measurements."
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Vehicle Debt
HVF III U.S. Vehicle Variable Funding Notes
In May 2025, Hertz Vehicle Financing III LLC ("HVF III"), a wholly owned, special-purpose and bankruptcy-remote subsidiary of Hertz, amended the HVF III Series 2021-A Notes, which provides for the extension of the maturity date of $2.9 billion of aggregate commitments of Class A Notes from April 2026 to May 2027. In August 2025, $780 million in non-extending commitments were voluntarily terminated.
In June 2025, HVF III amended the HVF III Series 2021-A Notes to issue new Class B Notes in which aggregate commitments were increased from $188 million to $300 million and the maturity date was extended to June 2027. The Class B Notes are subordinate to the Class A Notes.
HVF III U.S. Vehicle Medium Term Notes ("MTNs")
In March 2025, HVF III issued the Series 2025-1 (Class A, Class B, Class C and Class D) and Series 2025-2 Notes (Class A, Class B, Class C and Class D) each in aggregate principal amount of $500
In June 2025, HVF III issued the Series 2025-3 (Class A, Class B, Class C and Class D) and Series 2025-4 Notes (Class A, Class B, Class C and Class D) in aggregate principal amounts of $375 million and $310 million with maturity dates of December 2028 and December 2030, respectively.
There is subordination within each of the preceding series based on class.
Vehicle Debt-Other
European ABS
In May 2025, International Fleet Financing No. 2 BV ("IFF No. 2"), an indirect, special-purpose subsidiary of Hertz, amended the European ABS, which provides for the extension of the maturity date of total aggregate maximum borrowings of €1.2 billion, inclusive of the addition of Class B Notes, to April 2027. In August 2025, €129 million in non-extending commitments were voluntarily terminated.
In July 2025, IFF No. 2 amended the European ABS for the issuance of Class C Notes in an aggregate principal amount of €100 million. The Class C Notes can be drawn and repaid on a revolving basis and have a maturity date of April 2027. After giving effect to the issuance of the Class C Notes, total aggregate maximum borrowings available under the European ABS are €1.3 billion until April 2027.
Hertz Canadian Securitization
In May 2025, TCL Funding Limited Partnership, a bankruptcy-remote, indirect, wholly owned and special-purpose subsidiary of Hertz, amended the Hertz Canadian Securitization to increase the aggregate maximum borrowings from CAD$475 million to CAD$588 million until November 2025, reverting to CAD$475 million thereafter until the extended maturity date of April 2027.
Australian Securitization
In June 2025, HA Fleet Pty Limited, an indirect wholly-owned subsidiary of Hertz, amended the Australian Securitization to extend the maturity date to June 2027.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
U.K. ABS
In December 2024, Hertz Fleet Financing UK Limited (“HFF”), a special-purpose orphan entity, entered into the U.K. ABS. Upon entrance, the U.K. ABS was not funded. During the first quarter of 2025, the U.K. ABS aggregate maximum borrowings were increased to £215 million.
Borrowing Capacity and Availability
Borrowing capacity and availability comes from the Company's revolving credit facilities, which are a combination of variable funding asset-backed securitization facilities, cash-flow based revolving credit facilities, asset-based revolving credit facilities and the First Lien RCF. Creditors under each such asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. With respect to each such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain pool of assets as the borrowing base.
The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt the Company could borrow, assuming it possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility and, in the case of the First Lien RCF, less any issued standby letters of credit. With respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time).
The following facilities were available to the Company as of June 30, 2025 and are presented net of any outstanding letters of credit:
| (In millions) | Remaining Capacity | Availability Under Borrowing Base Limitation | |||||||||
| Non-Vehicle Debt | |||||||||||
| First Lien RCF | $ | $ | |||||||||
| Total Non-Vehicle Debt | |||||||||||
| Vehicle Debt | |||||||||||
| HVF III Series 2021-A | |||||||||||
| European ABS | |||||||||||
| Hertz Canadian Securitization | |||||||||||
| Australian Securitization | |||||||||||
| New Zealand RCF | |||||||||||
| U.K. ABS | |||||||||||
| Other Vehicle Debt | |||||||||||
| Total Vehicle Debt | |||||||||||
| Total | $ | $ | |||||||||
Letters of Credit
As of June 30, 2025, there were outstanding standby letters of credit totaling $993 million comprised primarily of $679 million issued under the First Lien RCF and $245 million issued under the Term C Loan. As of June 30, 2025, no capacity remained to issue additional letters of credit under the Term C Loan. Such letters of credit have been issued primarily to provide credit enhancement for the Company's asset-backed securitization facilities and to
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
support the Company's insurance programs, as well as to support the Company's vehicle rental concessions and leaseholds. As of June 30, 2025, none of the issued letters of credit have been drawn upon.
Pledges Related to Vehicle Financing
Substantially all of the Company's revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor of the lenders under the various credit facilities, other secured financings or asset-backed securities programs. None of the value of such assets (including the assets owned by Hertz Vehicle Financing III LLC, TCL Funding LP and each of the domestic and international subsidiaries that pledge vehicle and vehicle related assets as part of the Company's securitization programs) will be available to satisfy the claims of non-vehicle secured or unsecured creditors, unless the vehicle related secured creditors under the securitization programs are paid in full.
The Company has a 25 % ownership interest in IFF No. 2, whose sole purpose is to provide commitments to lend under the European ABS in various currencies, subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF No. 2 is a VIE, and the Company is the primary beneficiary; therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the accompanying unaudited condensed consolidated financial statements. As of June 30, 2025 and December 31, 2024, IFF No. 2 had total assets of $1.4 1.4
The Company incorporates HFF as a special-purpose orphan entity. HFF provides a vehicle financing facility for the Company's vehicle rental fleet in the U.K. through the U.K. ABS. HFF is a VIE, and the Company is the primary beneficiary; therefore, the assets, liabilities and results of operations of HFF are included in the accompanying consolidated financial statements. As of June 30, 2025 and December 31, 2024, HFF had total assets of $214 million and $2 million, respectively, comprised primarily of intercompany receivables, and total liabilities of $214 million and $2 million, respectively, comprised primarily of debt.
Covenant Compliance
The First Lien Credit Agreement requires Hertz to comply with the following financial covenant: the First Lien Ratio, which requires a ratio of less than or equal to 3.0 3.5
Additionally, the First Lien Credit Agreement, the First Lien Senior Notes, the Exchangeable Notes, the Senior Notes Due 2026 and the Senior Notes Due 2029 (collectively, the "Corporate Indebtedness") contain customary affirmative covenants, including, among other things, the delivery of quarterly and annual financial statements and/or compliance certificates, and covenants related to conduct of business, maintenance of property and insurance, compliance with environmental laws and, where applicable, the granting of security interests for the benefit of the secured parties under the applicable agreements on after-acquired real property, fixtures and future subsidiaries.
The terms of the Corporate Indebtedness contain covenants limiting the ability of Hertz and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, Hertz Global capital stock; make certain investments or other restricted payments; sell certain assets; transfer intellectual property to unrestricted subsidiaries; merge, consolidate or sell all or substantially all of its assets; and create restrictions on the ability of Hertz’s restricted subsidiaries to pay dividends or other amounts to Hertz. As per the terms of the Corporate Indebtedness, these covenants are subject to a number of important and significant limitations, qualifications and exceptions.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
As of June 30, 2025, the Company was in compliance with all covenants under the terms of the agreements governing the respective Corporate Indebtedness.
Note 6—Leases
Lessor
The Company enters into certain agreements as a lessor under which it rents vehicles and leases fleets to customers. The following table summarizes the amount of operating lease income and other income included in total revenues in the accompanying unaudited condensed consolidated statements of operations:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating lease income from vehicle rentals | $ | $ | $ | $ | |||||||||||||||||||
| Variable operating lease income | |||||||||||||||||||||||
| Revenue accounted for under Topic 842 | |||||||||||||||||||||||
| Revenue accounted for under Topic 606 | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Lessee
In June 2025, the Company sold and leased back certain land and buildings, inclusive of site improvements, associated with operating sites in its Americas RAC segment. The land portions of the sales qualified for sale-leaseback accounting, and are accounted for as operating leases with expected terms of 40 years, inclusive of extensions the Company currently intends to exercise, and have aggregate future minimum lease payments of $483 million. See Note 3, "Divestitures," for additional information.
In July 2025, the Company sold and leased back certain real estate associated with an operating site in its Americas RAC segment. The sale qualifies for sale-leaseback accounting, in which the leaseback will be classified as an operating lease with an expected term of 50 years, inclusive of extensions the Company currently intends to exercise, and will have aggregate future minimum lease payments between $375 million and $385 million. See Note 3, "Divestitures," for additional information.
The following summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's operating leases as a lessee as of June 30, 2025:
| Weighted-average remaining lease term (in years) | |||||
| Weighted-average discount rate | % | ||||
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
The following table summarizes the Company's minimum fixed lease obligations under existing agreements as a lessee, excluding variable concession obligations in excess of minimum annual guarantees and short-term leases, as of June 30, 2025:
| (In millions) | |||||
| Remainder 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| After 2029 | |||||
| Total lease payments | |||||
| Interest | ( | ||||
Operating lease liabilities as of June 30, 2025 | $ | ||||
Note 7—Income Tax (Provision) Benefit
Hertz Global
For the three months ended June 30, 2025, Hertz Global recorded a tax benefit of $22 million, which resulted in an effective tax rate of 7 %. For the three months ended June 30, 2024, Hertz Global recorded a tax provision of $392 million, which resulted in an effective tax rate of (83 %).
The change in taxes for the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by the establishment of valuation allowances on existing deferred tax assets in the second quarter of 2024 and the effects of fewer tax credits in 2025.
For the first half of 2025, Hertz Global recorded a tax benefit of $104 million, which resulted in an effective tax rate of 12 %. For the first half of 2024, Hertz Global recorded a tax benefit of $3 million, which resulted in an effective tax rate of 0 %.
The change in taxes in the first half of 2025 compared to the same period in 2024 was driven primarily by lower valuation allowances, non-taxable changes in the fair value of warrants and exchangeable debt, and lower pretax losses.
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law, bringing major changes to the U.S. tax code, beginning in 2025. Key provisions of the OBBBA include the extension of expiring Tax Cuts and Jobs Act provisions; restoration of 100% bonus depreciation for qualified property, including vehicle purchases; full write-off of research and development ("R&D") costs and changes to interest deductibility rules. The OBBBA also eliminates EV tax credits for EVs purchased after September 30, 2025. The Company is currently assessing the impact of the OBBBA on its financial statements.
Hertz
For the three months ended June 30, 2025, Hertz recorded a tax benefit of $22 million, which resulted in an effective tax rate of 11 %. For the three months ended June 30, 2024, Hertz recorded a tax provision of $391 million, which resulted in an effective tax rate of (61 %).
The change in taxes for the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by the establishment of valuation allowances on existing deferred tax assets in Q2 2024 and the effects of fewer tax credits in 2025.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
For the first half of 2025, Hertz recorded a tax benefit of $104 million, which resulted in an effective tax rate of 15 %. For the first half of 2024, Hertz recorded a tax benefit of $4 million, which resulted in an effective tax rate of 0 %.
The change in taxes in the first half of 2025 compared to the same period in 2024 was driven primarily by lower valuation allowances and lower pre-tax losses.
On July 4, 2025, the OBBBA was enacted into law, bringing major changes to the U.S. tax code, beginning in 2025. Key provisions of the OBBBA include the extension of expiring Tax Cuts and Jobs Act provisions; restoration of 100% bonus depreciation for qualified property, including vehicle purchases; full write-off of R&D costs and changes to interest deductibility rules. The OBBBA also eliminates EV tax credits for EVs purchased after September 30, 2025. The Company is currently assessing the impact of the OBBBA on its financial statements.
Note 8—Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global
Public Warrants
As of June 30, 2025, approximately 82,700,000 Public Warrants remain outstanding with an exercise price of $13.61 . There have been approximately 6,300,000 Public Warrants exercised since their original issuance in June 2021. The Public Warrants are recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. See Note 11, "Fair Value Measurements."
At-the-Market ("ATM") Equity Offering Program
In May 2025, Hertz Global filed a Form S-3 Registration Statement as well as prospectuses covering the offering, issuance and sale of up to a maximum aggregate offering price of $250 million shares of Hertz Global common stock par value $0.01 per share that may be issued and sold from time to time under an equity distribution agreement with various banking institutions, acting as the Company's agents, through an at-the-market offering program (the "ATM Program"). As of June 30, 2025, no shares of Hertz Global common stock had been sold under the ATM Program.
Computation of Earnings (Loss) Per Common Share
Basic earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding. Diluted earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, including Public Warrants and Exchangeable Notes, except when the effect would be antidilutive. Dilutive shares for stock-based instruments and Public Warrants are computed using the treasury stock method and dilutive shares for Exchangeable Notes are computed using the if-converted method. Additionally, the Company removes the income or expense impacts related to Public Warrants and Exchangeable Notes when computing diluted earnings (loss) per common share, when the impacts are dilutive.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(In millions, except per share data)(1) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) available to Hertz Global common stockholders, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic and diluted weighted-average common shares outstanding | |||||||||||||||||||||||
Antidilutive Public Warrants(2) | |||||||||||||||||||||||
| Antidilutive stock options, RSUs and PSUs | |||||||||||||||||||||||
| Antidilutive shares related to Exchangeable Notes | |||||||||||||||||||||||
| Total antidilutive | |||||||||||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) This table is denoted in millions, excluding earnings (loss) per common share. Amounts are calculated from the underlying numbers in thousands, and as a result, may not agree to the amounts shown in the table when calculated in millions.
(2) Prior period amounts have been adjusted in the current period to correct for immaterial errors. These corrections only affect the disclosure of antidilutive Public Warrants and do not impact the earnings (loss) per common share, basic and diluted, for the three and six months ended June 30, 2024.
Note 9—Stock-Based Compensation
The stock-based compensation expense associated with the Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and recorded at Hertz. In 2021, the Hertz Global's Board of Directors (the "Board") approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As of June 30, 2025, 35,416,778 shares of the Company's common stock were authorized and remain available for future grants under the 2021 Omnibus Plan. Vesting of the outstanding equity awards is also subject to accelerated vesting as set forth in the 2021 Omnibus Plan.
A summary of the total employee compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Employee compensation expense(1) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income tax benefit (expense) | ( | ( | |||||||||||||||||||||
| Employee compensation expense, net | $ | $ | $ | $ | ( | ||||||||||||||||||
(1) For the six months ended June 30, 2024, includes $68 million of former CEO awards forfeited in March 2024.
As of June 30, 2025, there was $116 million of total unrecognized employee compensation expense expected to be recognized over the remaining 1.5 years, on a weighted average basis, of the requisite service period that began on the grant dates of the outstanding awards.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Stock Options and Stock Appreciation Rights
A summary of stock option activity under the 2021 Omnibus Plan for the first half of 2025 is presented below.
| Options | Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (In millions) | |||||||||||||||||||
Outstanding as of January 1, 2025 | $ | $ | |||||||||||||||||||||
| Granted | 0.0 | — | |||||||||||||||||||||
| Exercised | 0.0 | — | |||||||||||||||||||||
| Forfeited or Expired | ( | 0.0 | — | ||||||||||||||||||||
Outstanding as of June 30, 2025 | |||||||||||||||||||||||
Exercisable as of June 30, 2025 | ( | ||||||||||||||||||||||
Non-vested as of June 30, 2025 | |||||||||||||||||||||||
Performance Stock Awards ("PSAs"), Performance Stock Units ("PSUs") and Performance Units ("PUs")
A summary of the PSU activity for the first half of 2025 under the 2021 Omnibus Plan is presented below. As of June 30, 2025, there were no
| Shares | Weighted- Average Fair Value | Aggregate Intrinsic Value (In millions) | |||||||||||||||
Outstanding as of January 1, 2025 | $ | $ | |||||||||||||||
Granted(1) | — | ||||||||||||||||
| Vested | ( | — | |||||||||||||||
| Forfeited or Expired | ( | — | |||||||||||||||
Outstanding as of June 30, 2025 | |||||||||||||||||
(1) Presented assuming the issuance at the original target award amount (100 %).
Compensation expense for PSUs is based on the grant date fair value of Hertz Global common stock. For grants issued in 2025, vesting eligibility is based on market, performance and service conditions of three years . Accordingly, the number of shares issued at the end of the performance period could range between 0 % and 200 % of the original target award amount (100 %) disclosed in the table above.
Restricted Stock and Restricted Stock Units ("RSUs")
A summary of RSU activity for the first half of 2025 under the 2021 Omnibus Plan is presented below.
| Shares | Weighted- Average Fair Value | Aggregate Intrinsic Value (In millions) | |||||||||||||||
Outstanding as of January 1, 2025 | $ | $ | |||||||||||||||
| Granted | — | ||||||||||||||||
| Vested | ( | — | |||||||||||||||
| Forfeited or Expired | ( | — | |||||||||||||||
Outstanding as of June 30, 2025 | |||||||||||||||||
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Additional information pertaining to RSU activity is as follows:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Total fair value of awards that vested (in millions) | $ | $ | |||||||||
| Weighted-average grant-date fair value of awards granted | $ | $ | |||||||||
RSU grants issued in 2025 vest ratably over a period of primarily three years .
Deferred Stock Units
As of June 30, 2025, there were approximately 311,000 outstanding shares of deferred stock units under the 2021 Omnibus Plan.
Note 10—Financial Instruments
The Company employs established risk management policies and procedures, and, under the terms of our ABS facilities, may be required to enter into interest rate derivatives, which seek to reduce the Company’s commercial risk exposure to fluctuations in interest rates and currency exchange rates. Although the instruments utilized involve varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate concentrations of risk and the counterparties to the agreements are expected to perform fully under the terms of the agreements. The Company monitors counterparty credit risk, including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives Association ("ISDA") master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any such agreements against any other amounts owed with regard to any other agreements between the parties to each such agreement.
Interest Rate Risk
The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating and fixed-rate debt.
Currency Exchange Rate Risk
The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany transactions and other cross currency obligations.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Fair Value
The following table summarizes the estimated fair value of financial instruments:
| Fair Value of Financial Instruments | |||||||||||||||||||||||
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
| (In millions) | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||
Interest rate instruments(1) | $ | $ | $ | $ | |||||||||||||||||||
Foreign currency forward contracts(1) | |||||||||||||||||||||||
Exchange Features related to Exchangeable Notes(2) | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
(1) Asset derivatives are recorded in prepaid expenses and other assets and liability derivatives are recorded in accrued liabilities in the accompanying unaudited condensed consolidated balance sheets.
(2) The Exchange Features, as defined and further disclosed in Note 11, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes and are recorded in non-vehicle debt in the accompanying unaudited condensed consolidated balance sheets.
The following table summarizes the gains or (losses) on financial instruments for the period indicated:
| Location of Gain (Loss) Recognized on Derivatives | Amount of Gain (Loss) Recognized in Income on Derivatives | |||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Interest rate instruments | Vehicle interest expense, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Foreign currency forward contracts | Selling, general and administrative expense | ( | ( | |||||||||||||||||||||||||||||
Exchange Features related to Exchangeable Notes(1) | Non-vehicle interest expense, net | ( | ( | |||||||||||||||||||||||||||||
Total | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
(1) The Exchange Features, as defined and further disclosed in Note 11, "Fair Value Measurements," were bifurcated as derivatives from the Exchangeable Notes.
The Company's foreign currency forward contracts and certain interest rate instruments are subject to enforceable master netting agreements with their counterparties. The Company does not offset such derivative assets and liabilities in its unaudited condensed consolidated balance sheets, and the potential effect of the Company’s use of the master netting arrangements is not material.
Note 11—Fair Value Measurements
Under U.S. GAAP, entities are allowed to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of its assets or liabilities that meet the criteria for this option. Irrespective of the fair value option previously described, U.S. GAAP requires certain financial and non-financial assets and liabilities of the Company to be measured on either a recurring basis or on a nonrecurring basis.
Fair Value Disclosures
The fair value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
Debt Obligations
The fair value of the debt facilities is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with similar terms and average maturities (i.e., Level 2 inputs).
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (In millions) | Nominal Unpaid Principal Balance | Aggregate Fair Value | Nominal Unpaid Principal Balance | Aggregate Fair Value | |||||||||||||||||||
| Other Non-Vehicle Debt | $ | $ | $ | ||||||||||||||||||||
| Exchangeable Notes | |||||||||||||||||||||||
| Total Non-Vehicle Debt | |||||||||||||||||||||||
| Vehicle Debt | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents and restricted cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Public Warrants | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Exchange Features | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Cash Equivalents and Restricted Cash Equivalents
The Company’s cash equivalents and restricted cash equivalents primarily consist of investments in money market funds and bank money market and interest-bearing accounts. The Company determines the fair value of cash equivalents and restricted cash equivalents using a market approach based on quoted prices in active markets (i.e., Level 1 inputs).
Public Warrants – Hertz Global
Hertz Global's Public Warrants are classified as liabilities and recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity. See Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information. The Company calculates the fair value based on the end-of-day quoted market price (i.e., a Level 1 input). For the three and six months ended June 30, 2025, the fair value adjustments included losses of $115 million and $124 million, respectively. For the three and six months ended June 30, 2024, the fair value adjustments included gains of $165 million and $251 million, respectively. These amounts are recorded in change in fair value of Public Warrants in the accompanying unaudited condensed consolidated statement of operations for Hertz Global for the three and six months ended June 30, 2025 and 2024.
Exchangeable Notes - Bifurcated Derivatives
The Exchangeable Notes contain an embedded conversion feature (the "Exchange Feature") that was required to be bifurcated and accounted for separately from the Exchangeable Notes as a derivative liability at fair value. Upon
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issuance in June 2024, the Company recognized a debt discount within non-vehicle debt, representing the initial fair value of the Exchange Feature.
As disclosed in Note 5, "Debt," the Exchangeable Notes bear PIK interest payable semi-annually on January 15 and July 15. Upon the Semi-annual PIK Event in the first quarter of 2025, the Company bifurcated the Exchange Feature PIK and recognized a debt discount of $3 million within non-vehicle debt, representing the initial fair value.
As of June 30, 2025, the fair value of the Exchange Feature and the Exchange Feature PIK (collectively, the "Exchange Features") was $175 million. Refer also to Note 10, "Financial Instruments," for further information.
The fair value of the Exchange Features was determined using a lattice model and a “with-and-without” valuation methodology. The inputs used to estimate the fair value of the Exchange Features include the probability of potential settlement scenarios, the expected timing of such settlement and an expected volatility determined by reference to historical stock volatilities. As the expected volatility input is considered unobservable, the Company has categorized the Exchange Features as Level 3 in the fair value hierarchy.
The estimated fair values of the Exchange Features were computed using the following key inputs as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Hertz Global common share price | $ | $ | |||||||||
| Expected term (years) | |||||||||||
| Risk-free interest rate | % | % | |||||||||
| Credit spread | % | % | |||||||||
| Expected volatility | % | % | |||||||||
The significant unobservable input used in the fair value measurement of the Exchange Features is expected volatility. Holding other inputs constant, an increase (decrease) in expected volatility would have resulted in a higher (lower) fair value measurement, respectively.
The following table summarizes the activity related to the Exchange Features measured at fair value utilizing significant unobservable inputs (Level 3):
| (In millions) | Exchange Features | ||||
| Balance as of December 31, 2023 | $ | ||||
| Initial recognition of derivative | |||||
| (Gain) loss in fair value recognized in earnings | ( | ||||
| Balance as of December 31, 2024 | |||||
| Initial recognition of derivative | |||||
(Gain) loss in fair value recognized in earnings(1) | |||||
| Balance as of March 31, 2025 | |||||
(Gain) loss in fair value recognized in earnings(2) | |||||
Balance as of June 30, 2025 | $ | ||||
(1) Included in non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statement of operations for the six months ended June 30, 2025.
(2) Included in non-vehicle interest expense, net in the accompanying unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025.
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Unaudited
Financial Instruments
The fair value of the Company's financial instruments as of June 30, 2025 and December 31, 2024 are disclosed in Note 10, "Financial Instruments." The Company's financial instruments, excluding the Exchange Feature as disclosed above, are priced using quoted market prices for similar assets or liabilities in active markets (i.e., Level 2 inputs).
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
In March 2024, the Company identified the EV Disposal Groups which were in response to management's determination that the supply of EVs exceeded customer demand, elevated EV damage and collision costs, and a decline in EV residual values. As a result, the EV Disposal Groups were classified as held for sale and recorded at the lower of carrying value or fair value (as determined using Level 2 inputs) less costs to sell. As of December 31, 2024, the sale of the EV Disposal Groups was substantially complete. See Note 4, "Revenue Earning Vehicles," for additional information.
Note 12—Contingencies and Off-Balance Sheet Commitments
Legal Proceedings
Self-Insured Liabilities
The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and international vehicles, as stated in the accompanying unaudited condensed consolidated balance sheets, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on actuarially determined estimates using historical claims experience. These estimates include judgment about severity of claims, frequency and volume of claims. As of June 30, 2025 and December 31, 2024, the Company's liability recorded for self-insured liabilities was $640 million and $617 million, of which $502 million and $491 million relates to liabilities incurred by the Company's Americas RAC operations, respectively. The Company believes that its analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties. The adequacy of the liability is monitored quarterly based on evolving accident claim history. If the Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.
Loss Contingencies
From time to time, the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business. The Company has summarized below the material legal proceedings to which the Company was a party during the three months ended June 30, 2025 or the period after June 30, 2025, but before the filing of this Quarterly Report.
Make-Whole and Post-Petition Interest Claims – On July 1, 2021, Wells Fargo Bank, N.A. ("Wells Fargo"), in its capacity as indenture trustee of (1) 6.250 % Unsecured Notes due 2022 (the "2022 Notes"), (2) 5.500 % Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125 % Unsecured Notes due 2026 (the "2026 Notes") and (4) 6.000 % Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the “Unsecured Notes”), filed a complaint against The Hertz Corporation and multiple direct and indirect subsidiaries thereof (collectively referred to in this paragraph summary as “defendants”). The filing of the complaint initiated the adversary proceeding captioned Wells Fargo Bank, N.A. v. The Hertz Corp., et al. in the United States Bankruptcy Court for the District of Delaware (the "Delaware Bankruptcy Court"), Adv. Pro. No. 21-50995 (MFW). The complaint seeks a declaratory judgment that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that the holders assert total approximately $272 million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert totals approximately $125 million.
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Unaudited
The complaint also asserts the right to pre-judgment interest from July 1, 2021 to the date of any judgment. On December 22, 2021, the Delaware Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on the 2022 Notes and the 2024 Notes and (ii) post-petition interest at the contract rate. See Wells Fargo Bank, N.A. v. The Hertz Corp., et al., 637 B.R. 781 (Bankr. D. Del. Dec. 22, 2021). On November 9, 2022, the Delaware Bankruptcy Court ruled that the make-whole premium is the same as unmatured interest and is disallowed under the U.S. Bankruptcy Code, granting summary judgment in the defendants’ favor. The Delaware Bankruptcy Court certified the matter directly to the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) and, on January 25, 2023, the Third Circuit accepted Wells Fargo’s appeal. The Third Circuit held an oral argument for this appeal on October 25, 2023, and on September 10, 2024, the Third Circuit issued its opinion in Wells Fargo Bank, N.A. v. The Hertz Corp., et al., 117 F.4th 109 (3d Cir. 2024). In a 2-1 decision, a panel of the Third Circuit held that the "absolute priority rule" required Hertz to pay the make-whole premium on the 2026 Notes and on the 2028 Notes, and post-petition interest at the contract rate rather than the federal judgment rate on all Unsecured Notes, even though those amounts were disallowed under the Bankruptcy Code. As a result, the Company has accrued approximately $330 million for this litigation as of June 30, 2025, made up of approximately $260 million on the underlying claims and approximately $70 million in pre-judgment interest, which interest will continue to accrue until the date of any judgment that may be entered by the Delaware Bankruptcy Court. On October 15, 2024, the Company filed a petition with the Third Circuit for a rehearing en banc, which the Third Circuit denied on November 6, 2024. The case has now been remanded to the Delaware Bankruptcy Court for a determination of the exact amount owed by the Company. The Company and the Indenture Trustee do not agree on the proper calculation of the amounts owed, and that dispute remains to be resolved by the Delaware Bankruptcy Court. The Company also announced its intent to seek review of the Third Circuit's decision by the Supreme Court of the United States (the "U.S. Supreme Court"). As previously disclosed, the Company commenced negotiations with certain holders of the Unsecured Notes (the "Noteholders") with respect to a possible settlement of this litigation. The Company did not reach an agreement with the Noteholders, and there can be no assurance that the parties will agree to a settlement. The Company filed a petition for writ of certiorari with the U.S. Supreme Court on April 4, 2025. Wells Fargo filed a brief in opposition to the Company’s petition on April 29, 2025, and the Company filed its reply brief on May 13, 2025. On June 2, 2025, the U.S. Supreme Court issued a docket entry calling for the views of the Solicitor General of the United States, or CVSG, on whether it should grant the petition for a writ of certiorari. The Company cannot predict the ultimate outcome or timing of this litigation; if, however, the Delaware Bankruptcy Court were to enter judgment against Hertz, payment of such judgment could have a material adverse effect on the Company's financial condition, results of operations or cash flows.
Claims Related to Alleged False Arrests – A group of claims involving allegations that the police detained or arrested individuals in error after the Company reported rental cars as stolen were previously advanced against the Company. These claims first arose from actions allegedly taken by the Company prior to its emergence from bankruptcy reorganization; some claims alleged post-emergence behavior by the Company. These claims have been the subject of press coverage, and the Company has received government inquiries on the matter. The Company has policies to help guide the proper treatment of its customers and to seek to protect itself against the theft of its services or assets, and the Company has taken significant steps to modernize and update those policies. In December 2022, the Company entered into settlement agreements with 364 claimants in full and final resolutions of their claims for an aggregated amount of approximately $168 million (the "Settlement"), all of which amount was paid by the Company during December 2022. The Settlement resolved nearly all of the false arrest-related claims being advanced in the U.S. Bankruptcy Court for the District of Delaware, Adv. Pro. No. 20-11247 (MFW) and state court in Delaware (captioned Flannery, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-07-100 and Okoasia, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-09-531). Also, as a result of the Settlements, state court matters pending in Pennsylvania, captioned Lovelace, et al. v. Hertz Global Holdings, Inc., et al., Case No. 220801729, and in Florida, captioned Lizasoain, et al. v. Hertz Global Holdings, Inc., et al., Case No. 2022-015316-CA-1, were dismissed with prejudice. The Company continues to vigorously defend itself and believes that the ultimate resolution of any remaining claims will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action pending in Delaware Superior Court, Hertz Global Holdings, Inc., et al. v. ACE American Insurance Co., et al., C.A. No. N22C-05-130 MMJ (CCLD). On June 30, 2023, Hertz entered into a confidential settlement agreement with
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Unaudited
ACE American Insurance Company. On July 10, 2024, the Delaware Superior Court held a hearing on cross-motions for partial summary judgment and summary judgment. The Company entered into confidential settlement agreements with some of the remaining insurers before and after the hearing. On October 8, 2024, the Delaware Superior Court denied the Company's motion for partial summary judgment and granted the cross-motions for summary judgment and partial summary judgment in favor of the remaining general liability insurers. Thereafter, Hertz entered into settlement agreements with the remaining directors' and officers' liability insurers. On March 10, 2025, Hertz filed its notice of appeal to the Delaware Supreme Court. Hertz filed its opening brief on April 25, 2025, and the matter is now fully briefed.
Share Repurchase Program Litigation – On May 11, 2023, Angelo Cascia, a purported stockholder of Hertz Global, filed a putative class and derivative lawsuit in the Delaware Court of Chancery (the "Delaware Chancery Court") against certain current and former directors of Hertz Global, Knighthead Capital Management, LLC ("Knighthead"), Certares Opportunities LLC ("Certares") and CK Amarillo. The claims in the complaint relate to the Company’s share repurchase programs approved in November 2021 and June 2022. Among other allegations, the plaintiff claims Board members breached their fiduciary duties in approving these share repurchase programs and that Knighthead, Certares, and CK Amarillo were unjustly enriched because they gained a majority stake in Hertz Global as a result of share repurchases. Defendants filed their motion to dismiss the complaint on July 24, 2023. On March 11, 2024, the Delaware Chancery Court held a hearing on defendants' motion to dismiss. On June 20, 2024, the Delaware Chancery Court granted in part and denied in part the defendants' motion to dismiss. The Delaware Chancery Court dismissed the claims against directors Feikin, Fields, Intrieri and Vougessis with prejudice, dismissed the claims related to the 2021 buyback without prejudice and allowed the remaining claims to proceed. On August 26, 2024, the Board formed a Special Litigation Committee (the "SLC"), made up of two independent directors, to evaluate and take any necessary actions related to the remaining claims. On October 21, 2024, the Delaware Chancery Court granted a motion to stay the litigation, including all discovery, until March 21, 2025. On March 26, 2025, the Delaware Chancery Court extended the stay for an additional 30 days. On April 25, 2025, the SLC filed its report under seal with the Delaware Chancery Court. On May 9, 2025, the SLC filed an unopposed motion to terminate the derivative claims in the litigation. In response, the plaintiff informed the Delaware Chancery Court that he would not oppose the SLC’s motion to terminate the derivative claims, declared his intention to continue to prosecute the direct claims only and reserved his right to seek an award of fees based on the alleged benefit conferred to the Company.
Securities Class Action Complaint – On May 31, 2024, a complaint was filed in the United States District Court for the Middle District of Florida (the "Florida Middle District Court"), captioned Edward M. Doller v. Hertz Global Holdings, Inc. et al. (No. 2:24-CV-00513). On September 30, 2024, an amended complaint was filed, following the Florida Middle District Court's appointment of a lead plaintiff and a lead counsel. The amended complaint asserts claims against Hertz Global, former Company CEO, Stephen M. Scherr, and former Company Chief Financial Officer, Alexandra Brooks, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, including concerning statements regarding demand for EVs. Plaintiffs assert claims on behalf of a putative class, consisting of all persons and entities that purchased or otherwise acquired Hertz Global's securities between January 6, 2023 and April 24, 2024. The amended complaint seeks unspecified damages, together with interest, attorneys’ fees and other costs. Hertz Global filed a motion to dismiss the complaint on October 30, 2024. On December 19, 2024, the Florida Middle District Court stayed all proceedings, pending a ruling on the motion to dismiss.
Data Breach Claims – On April 15, 2025, Zain Jiwani filed a class action complaint against Cleo Communications U.S., LLC (“Cleo”) and the Company in the U.S. District Court for the Northern District of Illinois, Western Division (Rockford, IL) (the "Illinois Northern District, Western Division Court"). Plaintiff alleges that Cleo, a file-transfer vendor for the Company, experienced a data breach event that may have impacted the personal information of certain individuals during the secure file transfer process from the Company’s systems to third-party systems and that Company data may have been acquired by an unauthorized third party that exploited zero-day vulnerabilities within Cleo’s platform in October and December of 2024. Plaintiff alleges that the Company was negligent in failing to secure the data, breached implied contracts and was unjustly enriched. Ten similar class action complaints were filed against the Company shortly thereafter and eventually transferred to the same court, the Illinois Northern District, Western Division Court. The class actions generally seek injunctive relief and unspecified damages. The
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Unaudited
defendants' responses to the complaints have been stayed pending the Illinois Northern District, Western Division Court's entry of a global scheduling order. At this early stage of the litigation, the Company does not believe that the ultimate resolution of these actions will have a material adverse effect on our financial condition, results of operations or liquidity.
The Company has established reserves for matters where the Company believes that losses are probable and can be reasonably estimated. Other than the aggregate reserve established for claims for self-insured liabilities and the bankruptcy-related litigation, none of those reserves are material. For matters where the Company has not established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. These matters are subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the Company's consolidated financial condition, results of operations or cash flows in any particular reporting period.
Indemnification Obligations
In the ordinary course of business, the Company has executed contracts involving indemnification obligations customary in the relevant industry and indemnifications specific to a transaction, such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial contractual relationships and financial matters. Specifically, the Company has indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. In addition, Hertz entered into customary indemnification agreements with Hertz Holdings and certain of the Company's stockholders and their affiliates pursuant to which Hertz Holdings and Hertz will indemnify those entities and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of such entities and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. The Company has entered into customary indemnification agreements with each of its directors and certain of its officers. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third-party claim. In connection with the separation of the car rental business in 2016, the Company executed an agreement with Herc Holdings Inc. that contains mutual indemnification clauses and a customary indemnification provision with respect to liability arising out of, or resulting from, assumed legal matters. The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.
Note 13—Segment Information
The Company's chief operating decision maker ("CODM") is its Chief Executive Officer. The CODM uses Adjusted EBITDA to determine segment profitability, which aids the CODM in the assessment of segment operating performance and to assist in the evaluation of resource needs and allocation of resources to the Company's reportable segments. The CODM conducts regular meetings with finance and operational leaders to review targeted results versus actual results to facilitate the evaluation of Adjusted EBITDA. The Company has identified two
•Americas RAC – Rental of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean. The Company maintains a network of company-operated rental locations in this segment and has franchisees and partners that operate rental locations under the Company's brands; and
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Unaudited
•International RAC – Rental of vehicles (cars, crossovers, vans and light trucks), as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the Caribbean. The Company maintains a network of company-operated rental locations, a majority of which are in Europe, and has franchisees and partners that operate rental locations under the Company's brands.
In addition to its reportable segments, the Company has corporate operations ("Corporate"), which includes general corporate assets and expenses and net interest expense on non-vehicle debt. Corporate includes other items necessary to reconcile the reportable segments to the Company's total amounts.
The following tables provide revenue, significant expenses, other segment expenses and the segment measure of profitability, Adjusted EBITDA, by reportable segment, including a reconciliation of Adjusted EBITDA to consolidated income (loss) before income taxes for Hertz Global and Hertz.
| Three Months Ended June 30, 2025 | |||||||||||||||||
| (In millions) | Americas RAC | International RAC | Total | ||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||
| Significant segment expenses: | |||||||||||||||||
| Direct vehicle and operating | |||||||||||||||||
Depreciation of revenue earning vehicles and lease charges, net(1) | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
Other segment items(2) | ( | ||||||||||||||||
| Segment profit (loss): Adjusted EBITDA | $ | $ | $ | ||||||||||||||
Corporate(3) | ( | ||||||||||||||||
| Total Hertz Global and Hertz Adjusted EBITDA | |||||||||||||||||
| Adjustments: | |||||||||||||||||
| Non-vehicle depreciation and amortization | ( | ||||||||||||||||
Non-vehicle debt interest, net(4) | ( | ||||||||||||||||
Vehicle debt-related charges(5) | ( | ||||||||||||||||
Restructuring and restructuring related charges(6) | ( | ||||||||||||||||
Unrealized gains (losses) on financial instruments(7) | ( | ||||||||||||||||
Gain on sale of non-vehicle capital assets(8) | |||||||||||||||||
Other items(9) | ( | ||||||||||||||||
| Income (loss) before income taxes - Hertz | ( | ||||||||||||||||
Change in fair value of Public Warrants(10) | ( | ||||||||||||||||
| Income (loss) before income taxes - Hertz Global | $ | ( | |||||||||||||||
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| Three Months Ended June 30, 2024 | |||||||||||||||||
| (In millions) | Americas RAC | International RAC | Total | ||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||
| Significant segment expenses: | |||||||||||||||||
| Direct vehicle and operating | |||||||||||||||||
Depreciation of revenue earning vehicles and lease charges, net(1) | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
Other segment items(2) | |||||||||||||||||
| Segment profit (loss): Adjusted EBITDA | $ | ( | $ | ( | $ | ( | |||||||||||
Corporate(3) | ( | ||||||||||||||||
| Total Hertz Global and Hertz Adjusted EBITDA | ( | ||||||||||||||||
| Adjustments: | |||||||||||||||||
| Non-vehicle depreciation and amortization | ( | ||||||||||||||||
| Non-vehicle debt interest, net | ( | ||||||||||||||||
Vehicle debt-related charges(5) | ( | ||||||||||||||||
Restructuring and restructuring related charges(6) | ( | ||||||||||||||||
Unrealized gains (losses) on financial instruments(7) | ( | ||||||||||||||||
Other items(9) | ( | ||||||||||||||||
| Income (loss) before income taxes - Hertz | ( | ||||||||||||||||
Change in fair value of Public Warrants(10) | |||||||||||||||||
| Income (loss) before income taxes - Hertz Global | $ | ( | |||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| (In millions) | Americas RAC | International RAC | Total | ||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||
| Significant segment expenses: | |||||||||||||||||
| Direct vehicle and operating | |||||||||||||||||
Depreciation of revenue earning vehicles and lease charges, net(1) | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
Other segment items(2) | |||||||||||||||||
| Segment profit (loss): Adjusted EBITDA | $ | ( | $ | $ | ( | ||||||||||||
Corporate(3) | ( | ||||||||||||||||
| Total Hertz Global and Hertz Adjusted EBITDA | ( | ||||||||||||||||
| Adjustments: | |||||||||||||||||
| Non-vehicle depreciation and amortization | ( | ||||||||||||||||
Non-vehicle debt interest, net(4) | ( | ||||||||||||||||
Vehicle debt-related charges(5) | ( | ||||||||||||||||
Restructuring and restructuring related charges(6) | ( | ||||||||||||||||
Unrealized gains (losses) on financial instruments(7) | ( | ||||||||||||||||
Gain on sale of non-vehicle capital assets(8) | |||||||||||||||||
Other items(9) | ( | ||||||||||||||||
| Income (loss) before income taxes - Hertz | ( | ||||||||||||||||
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| Six Months Ended June 30, 2025 | |||||||||||||||||
| (In millions) | Americas RAC | International RAC | Total | ||||||||||||||
Change in fair value of Public Warrants(10) | ( | ||||||||||||||||
| Income (loss) before income taxes - Hertz Global | $ | ( | |||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||
| (In millions) | Americas RAC | International RAC | Total | ||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||
| Significant segment expenses: | |||||||||||||||||
| Direct vehicle and operating | |||||||||||||||||
Depreciation of revenue earning vehicles and lease charges, net(1) | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
Other segment items(2) | |||||||||||||||||
| Segment profit (loss): Adjusted EBITDA | $ | ( | $ | ( | $ | ( | |||||||||||
Corporate(3) | ( | ||||||||||||||||
| Total Hertz Global and Hertz Adjusted EBITDA | ( | ||||||||||||||||
| Adjustments: | |||||||||||||||||
| Non-vehicle depreciation and amortization | ( | ||||||||||||||||
| Non-vehicle debt interest, net | ( | ||||||||||||||||
Vehicle debt-related charges(5) | ( | ||||||||||||||||
Restructuring and restructuring related charges(6) | ( | ||||||||||||||||
Unrealized gains (losses) on financial instruments(7) | ( | ||||||||||||||||
Non-cash stock-based compensation forfeitures(11) | |||||||||||||||||
Other items(9) | ( | ||||||||||||||||
| Income (loss) before income taxes - Hertz | ( | ||||||||||||||||
Change in fair value of Public Warrants(10) | |||||||||||||||||
| Income (loss) before income taxes - Hertz Global | $ | ( | |||||||||||||||
(1) Includes the write-down to carrying value of vehicles classified as held for sale. In 2024, also includes the EV Disposal Groups. See Note 4, "Revenue Earning Vehicles."
(2) Represents certain other segment items that are not deemed significant segment expenses, which primarily consists of vehicle interest expense, net and other adjustments, such as intercompany royalty assessment fees, restructuring and restructuring related charges, vehicle-debt related charges and other miscellaneous items as described in footnote 9 below.
(3) Represents other reconciling items primarily consisting of general corporate expenses; as well as other business activities.
(4) Excludes gains (losses) related to the fair value of the Exchange Features, which are included in footnote 7 below.
(5) Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums which are recorded within vehicle interest expense, net.
(6) 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, closure of underperforming locations and litigation. Charges are recorded within selling, general and administrative expense.
(7) Represents unrealized gains (losses) on derivative financial instruments in which interest rate instrument gains (losses) are recorded within vehicle interest expense, net and foreign currency forward contract gains (losses) are recorded within selling, general and administrative expense. In 2025, also includes gains (losses) related to the fair value of the Exchange Features, which are recorded within non-vehicle interest expense, net. See Note 10, "Financial Instruments."
(8) Represents the gain recognized on the sales of certain non-vehicle capital assets sold in June 2025. See Note 3, "Divestitures."
(9) Represents miscellaneous items. For the three months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges and cloud computing costs. For the three months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages. For the six months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges, cloud computing costs and certain concession-related adjustments. For the six months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages, partially offset by certain litigation settlements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
(10) Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.
(11) Represents the former CEO awards forfeited in March 2024. See Note 9, "Stock-Based Compensation."
The following tables provide other significant statement of operations, balance sheet and cash flow information by reportable segment for each of Hertz Global and Hertz.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Depreciation and amortization, non-vehicle assets | |||||||||||||||||||||||
| Americas RAC | $ | $ | $ | $ | |||||||||||||||||||
| International RAC | |||||||||||||||||||||||
| Total reportable segments | |||||||||||||||||||||||
Corporate | |||||||||||||||||||||||
| Total Hertz Global and Hertz | $ | $ | $ | $ | |||||||||||||||||||
| Vehicle interest expense, net | |||||||||||||||||||||||
| Americas RAC | $ | $ | $ | $ | |||||||||||||||||||
| International RAC | |||||||||||||||||||||||
| Total Hertz Global and Hertz | $ | $ | $ | $ | |||||||||||||||||||
| Non-vehicle interest expense, net | |||||||||||||||||||||||
| Americas RAC | $ | $ | $ | $ | ( | ||||||||||||||||||
| International RAC | ( | ( | ( | ( | |||||||||||||||||||
| Total reportable segments | ( | ( | ( | ( | |||||||||||||||||||
Corporate | |||||||||||||||||||||||
| Total Hertz Global and Hertz | $ | $ | $ | $ | |||||||||||||||||||
| As of | |||||||||||
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Revenue earning vehicles, net | |||||||||||
| Americas RAC | $ | $ | |||||||||
| International RAC | |||||||||||
| Total Hertz Global and Hertz | $ | $ | |||||||||
| Property and equipment, net | |||||||||||
| Americas RAC | $ | $ | |||||||||
| International RAC | |||||||||||
| Total reportable segments | |||||||||||
Corporate | |||||||||||
| Total Hertz Global and Hertz | $ | $ | |||||||||
| Total assets | |||||||||||
| Americas RAC | $ | $ | |||||||||
| International RAC | |||||||||||
| Total reportable segments | |||||||||||
Corporate | |||||||||||
Total Hertz Global(2) | |||||||||||
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
| As of | |||||||||||
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Corporate - Hertz | ( | ( | |||||||||
Total Hertz(2) | $ | $ | |||||||||
(1) Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date. See Note 4, "Revenue Earning Vehicles."
(2) The consolidated total assets of Hertz Global and Hertz as of June 30, 2025 and December 31, 2024 include total assets of VIEs of $1.6 billion and $1.4 billion, respectively, which can only be used to settle obligations of the VIEs. See "Pledges Related to Vehicle Financing" in Note 5, "Debt," for further information.
| Six Months Ended June 30, | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Revenue earning vehicles and non-vehicle capital assets | |||||||||||
| Americas RAC: | |||||||||||
Expenditures | $ | ( | $ | ( | |||||||
Proceeds from disposals | |||||||||||
Net expenditures - Hertz Global and Hertz | $ | ( | $ | ( | |||||||
| International RAC: | |||||||||||
Expenditures | $ | ( | $ | ( | |||||||
Proceeds from disposals | |||||||||||
Net expenditures - Hertz Global and Hertz | $ | ( | $ | ( | |||||||
| Corporate: | |||||||||||
Expenditures | $ | ( | $ | ( | |||||||
Proceeds from disposals | ( | ||||||||||
Net expenditures - Hertz Global and Hertz | $ | $ | ( | ||||||||
The Company operates in the U.S. and in international countries. International operations are substantially in Europe. The operations within major geographic areas for each of Hertz Global and Hertz are summarized below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
International | |||||||||||||||||||||||
Total Hertz Global and Hertz | $ | $ | $ | $ | |||||||||||||||||||
| As of | |||||||||||
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Revenue earning vehicles, net | |||||||||||
| U.S. | $ | $ | |||||||||
International | |||||||||||
Total Hertz Global and Hertz(1) | $ | $ | |||||||||
| Property and equipment, net | |||||||||||
| U.S. | $ | $ | |||||||||
International | |||||||||||
Total Hertz Global and Hertz | $ | $ | |||||||||
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unaudited
| As of | |||||||||||
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Operating lease right-of-use assets | |||||||||||
| U.S. | $ | $ | |||||||||
International | |||||||||||
Total Hertz Global and Hertz | $ | $ | |||||||||
| Total assets | |||||||||||
U.S. | $ | $ | |||||||||
| International | |||||||||||
| Total Hertz Global | |||||||||||
| U.S. - Hertz | ( | ( | |||||||||
| Total Hertz | $ | $ | |||||||||
(1) Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date. See Note 4, "Revenue Earning Vehicles."
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Hertz Global Holdings, Inc. is a holding company and its principal, wholly owned subsidiary is The Hertz Corporation. Hertz Global consolidates Hertz for financial statement purposes, and Hertz comprises approximately the entire balance of Hertz Global’s assets, liabilities and operating cash flows. In addition, Hertz’s operating revenues and operating expenses comprise nearly 100% of Hertz Global’s revenues and operating expenses. As such, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") that follows herein is for Hertz and also applies to Hertz Global in all material respects, unless otherwise noted. Differences between the operations and results of Hertz and Hertz Global are separately disclosed and explained. We sometimes use the words “we,” “our,” “us” and the “Company” in this MD&A for disclosures that relate to all of Hertz and Hertz Global.
The statements in this MD&A regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. The following MD&A provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operations. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
This MD&A should be read in conjunction with the MD&A presented in our 2024 Form 10-K together with the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” Part II, Item 1A, "Risk Factors,” and our unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (this "Quarterly Report"), which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated financial statements and the accompanying notes including revenue earning vehicle depreciation and various claims and contingencies related to lawsuits, taxes and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and our knowledge of actions that we may undertake in the future in determining the estimates that will affect our unaudited condensed consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe to be appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates.
In this MD&A, we refer to the following non-GAAP measure and key metrics:
•Adjusted Corporate EBITDA – important non-GAAP measure to management because it allows management to assess the operational performance of our business, exclusive of certain items, and allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to management and because it allows investors to assess our operational performance on the same basis that management uses internally. Adjusted EBITDA, the segment measure of profitability and accordingly a GAAP measure, is calculated exclusive of certain items which are largely consistent with those used in the calculation of Adjusted Corporate EBITDA.
•Vehicle Utilization – important key metric to management and investors as it is the measurement of the proportion of our vehicles that are being used to generate revenues relative to rentable fleet capacity. Higher Vehicle Utilization means more vehicles are being utilized to generate revenues.
•Depreciation Per Unit Per Month – important key metric to management and investors as depreciation of revenue earning vehicles and lease charges is one of our largest expenses for the vehicle rental business and is driven by the number of vehicles, expected residual values at the expected time of disposal and expected hold period of the vehicles. Depreciation Per Unit Per Month is reflective of how we are managing the costs of our vehicles and facilitates a comparison with other participants in the vehicle rental industry.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
•Total Revenue Per Transaction Day ("Total RPD," also referred to as "pricing") – important key metric to management and investors as it represents a measurement of the changes in underlying pricing in the vehicle rental business and encompasses the elements in vehicle rental pricing that management has the ability to control.
•Total Revenue Per Unit Per Month ("Total RPU") – important key metric to management and investors as it provides a measure of revenue productivity relative to the number of vehicles in our rental fleet whether owned or leased ("Average Rentable Vehicles"). Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels.
•Transaction Days – important key metric to management and investors as it represents the number of revenue generating days ("volume"). It is used as a component to measure Total RPD and Vehicle Utilization. Transaction Days represent the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period.
Our non-GAAP measure and key metrics should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. The above non-GAAP measure and key metrics are defined, and the non-GAAP measure is reconciled to its most comparable U.S. GAAP measure, in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.
OUR COMPANY
Hertz Holdings was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly owns Hertz, Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the vehicle rental and leasing business since 1918.
We operate our vehicle rental business globally from company-owned and franchisee locations in North America, Europe, Africa, Asia, Australia, the Caribbean, Latin America, the Middle East and New Zealand. We also sell vehicles through Hertz Car Sales.
OVERVIEW OF OUR BUSINESS AND OPERATING ENVIRONMENT
Our Business
We are engaged principally in the business of renting vehicles primarily through our Hertz, Dollar and Thrifty brands. Our profitability is primarily a function of the volume, mix and pricing of rental transactions and the utilization of vehicles, the related ownership cost of vehicles and other operating costs. Significant changes in the purchase price or residual values of vehicles or interest rates can have a significant effect on our profitability depending on our ability to adjust pricing for these changes. We continue to balance our mix of EVs, non-program vehicles and program vehicles based on market conditions, including residual values. Our business requires significant expenditures for vehicles, and, as such, we require substantial liquidity to finance such expenditures.
Our strategy is focused on excellence in execution of the basics. We are committed to delivering unmatched customer experiences, optimizing fleet economics and building on our leadership in ride share. We expect that continuing to build on our brand strength, global network and global fleet management capabilities, while also combining those efforts with investments in technology, shared mobility and a digital-first customer experience, will allow us to deliver on the basics and remain a central player in the modern mobility ecosystem.
Our revenues are primarily derived from rental and related charges and consist of worldwide vehicle rental revenues from all company-operated vehicle rental operations and charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling and electric charging of vehicles
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
and revenues associated with value-added services, including the sale of loss or collision damage waivers, theft protection, liability and personal accident/effects insurance coverage, premium emergency roadside service and other products and fees. Also included are collections from customers for vehicle damages, ancillary revenues associated with retail vehicle sales and certain royalty fees from our franchisees (such fees are approximately 2% of total revenues each period).
Our expenses primarily consist of:
•direct vehicle and operating expense ("DOE"), primarily wages and related benefits; commissions and concession fees paid to airport authorities, travel agents and others; facility, self-insurance and reservation costs; and other costs relating to the operation and rental of revenue earning vehicles, such as collision and damage, maintenance, fuel and electric charging costs;
•depreciation expense and lease charges, net relating to revenue earning vehicles, including gains and losses and related costs associated with the disposal of vehicles;
•depreciation and amortization expense relating to non-vehicle assets;
•selling, general and administrative expense ("SG&A"), which includes advertising costs and administrative personnel costs, along with costs for information technology and business transformation initiatives; and
•interest expense, net.
Our vehicle rental operations are a seasonal business, with decreased levels of business in the winter months and heightened activity during the spring and summer months ("our peak season") for the majority of countries where we generate our revenues. To accommodate increased demand, we seek to increase our available fleet and staff. As demand declines, we seek to reduce our fleet and staff accordingly. As a result, we strive to maintain a flexible workforce, with a significant number of part-time and seasonal workers. 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. Certain operating expenses, including real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, and minimum staffing costs, remain fixed and cannot be adjusted for demand.
Our Reportable Segments
We have identified two reportable segments, which are consistent with our operating segments and organized based on the products and services provided and the geographic areas in which business is conducted, as follows:
•Americas RAC – Rental of vehicles, as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and
•International RAC – Rental of vehicles, as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the Caribbean.
In addition to the above reportable segments, we have corporate operations. We assess performance and allocate resources based upon the financial information for our operating segments.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Three and Six Months Ended June 30, 2025 Operating Overview
The charts below provide the period-over-period change for several key factors influencing our results for the three and six months ended June 30, 2025 and 2024.
(1) Includes impact of foreign currency exchange at average rates ("fx").
(2) Results shown are in constant currency as of December 31, 2024.
(3) The percentages shown in this chart reflect Vehicle Utilization versus period-over-period change.
NM - Not meaningful
For more information on the above, see the discussion of our results on a consolidated basis and by segment that follows herein. In this MD&A, certain amounts in the following tables are denoted in millions. Amounts such as percentages are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated from the tables in millions.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Critical Accounting Estimates
Income Taxes
On July 4, 2025, the OBBBA was enacted into law, bringing major changes to the U.S. tax code, beginning in 2025. Key provisions of the OBBBA include the extension of expiring Tax Cuts and Jobs Act provisions; restoration of 100% bonus depreciation for qualified property, including vehicle purchases; full write-off of R&D costs and changes to interest deductibility rules. The OBBBA also eliminates EV tax credits for EVs purchased after September 30, 2025. We are currently assessing the impact of the OBBBA on our financial statements.
CONSOLIDATED RESULTS OF OPERATIONS – HERTZ
| Three Months Ended June 30, | Percent Increase/(Decrease) | Six Months Ended June 30, | Percent Increase/(Decrease) | ||||||||||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Total revenues | $ | 2,185 | $ | 2,353 | (7)% | $ | 3,998 | $ | 4,433 | (10)% | |||||||||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | 415 | 1,035 | (60) | 950 | 2,004 | (53) | |||||||||||||||||||||||||||||
| Direct vehicle and operating expenses | 1,394 | 1,440 | (3) | 2,668 | 2,806 | (5) | |||||||||||||||||||||||||||||
| Non-vehicle depreciation and amortization | 29 | 41 | (30) | 59 | 73 | (19) | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 246 | 243 | 1 | 465 | 405 | 15 | |||||||||||||||||||||||||||||
| Interest expense, net: | |||||||||||||||||||||||||||||||||||
| Vehicle | 152 | 149 | 2 | 292 | 290 | 1 | |||||||||||||||||||||||||||||
| Non-vehicle | 232 | 88 | NM | 359 | 163 | NM | |||||||||||||||||||||||||||||
| Interest expense, net | 384 | 237 | 62 | 651 | 453 | 44 | |||||||||||||||||||||||||||||
| Other (income) expense, net | 7 | (5) | NM | 11 | (3) | NM | |||||||||||||||||||||||||||||
| (Gain) from the sale of non-vehicle capital assets | (89) | — | NM | (89) | — | NM | |||||||||||||||||||||||||||||
Income (loss) before income taxes | (201) | (638) | (68) | (717) | (1,305) | (45) | |||||||||||||||||||||||||||||
Income tax (provision) benefit | 22 | (391) | NM | 104 | 4 | NM | |||||||||||||||||||||||||||||
Net income (loss) | $ | (179) | $ | (1,029) | (83) | $ | (613) | $ | (1,301) | (53) | |||||||||||||||||||||||||
Adjusted Corporate EBITDA(a) | $ | 1 | $ | (460) | NM | $ | (324) | $ | (1,027) | (68) | |||||||||||||||||||||||||
NM - Not meaningful
The footnote in the table above is shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.
Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024
Total revenues decreased $167 million in the second quarter of 2025 compared to the same period in 2024, resulting from a decrease of $190 million in our Americas RAC segment, partially offset by an increase of $22 million in our International RAC segment. The decrease in total revenues was due primarily to lower pricing and lower volume.
Depreciation of revenue earning vehicles and lease charges, net decreased $620 million in the second quarter of 2025 compared to the same period in 2024, of which $580 million and $40 million were attributed to our Americas RAC and International RAC segments, respectively. Depreciation of revenue earning vehicles and lease charges, net decreased due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized in the second quarter of 2025 compared to per unit losses recognized in the same period in
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix and (iii) lower Average Vehicles.
DOE decreased $46 million in the second quarter of 2025 compared to the same period in 2024, resulting from a decrease of $67 million in our Americas RAC segment, partially offset by an increase of $20 million in our International RAC segment. DOE in our Americas RAC segment decreased due primarily to lower volume, decreased collision and damage charges and lower maintenance costs, partially offset by increased self-insurance liabilities as a result of adverse experience and case development. DOE in our International RAC segment increased due primarily to higher volume and an unfavorable fx impact in the second quarter of 2025.
Non-vehicle depreciation and amortization decreased $12 million in the second quarter of 2025 compared to the same period in 2024, resulting primarily from a decrease of $8 million associated with our corporate operations. The decrease in non-vehicle depreciation and amortization in our corporate operations was due primarily to certain asset retirements in 2024 and first quarter of 2025 and an increase in assets that were fully depreciated.
SG&A increased $3 million in the second quarter of 2025 compared to the same period in 2024 driven primarily by an increase of $11 million in our International RAC segment, partially offset by a decrease of $5 million and $3 million associated with our Americas RAC segment and corporate operations, respectively. SG&A in our International RAC segment increased due primarily to higher intercompany royalty assessment fees paid to our corporate operations. SG&A in our Americas RAC segment decreased due primarily to lower advertising spend, partially offset by higher personnel charges. The decrease in SG&A associated with our corporate operations was due primarily to lower restructuring related charges and higher intercompany royalty assessment fees received from our International RAC segment, partially offset by higher personnel costs and increased professional fees.
Vehicle interest expense, net was comparable in the second quarter of 2025 compared to the same period in 2024.
Non-vehicle interest expense, net increased $144 million in the second quarter of 2025 compared to the same period in 2024 due primarily to unrealized losses related to changes in the fair value of the Exchange Features, higher debt levels and higher average interest rates.
In the second quarter of 2025, we recognized a gain of $89 million on the sales of certain non-vehicle capital assets in our Americas RAC segment, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.
In the second quarter of 2025, we recorded a tax benefit of $22 million, which resulted in an effective tax rate of 11%. In the second quarter of 2024, we recorded a tax provision of $391 million, which resulted in an effective tax rate of (61%). The change in taxes in the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by the establishment of valuation allowances on existing deferred tax assets in the second quarter of 2024 and the effects of fewer tax credits in 2025.
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
Total revenues decreased $435 million in the first half of 2025 compared to the same period in 2024, resulting primarily from a decrease of $439 million in our Americas RAC segment. The decrease in total revenues was due primarily to lower volume and lower pricing.
Depreciation of revenue earning vehicles and lease charges, net decreased $1.1 billion in the first half of 2025 compared to the same period in 2024, of which $994 million is attributable to our Americas RAC segment. Depreciation of revenue earning vehicles and lease charges, net decreased due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized on increased vehicle dispositions in the first half of 2025 compared to per unit losses recognized in the same period in 2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix, (iii) write-downs on the carrying values of the EVs classified as held for sale in the first half of 2024 and (iv) lower Average Vehicles.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
DOE decreased $138 million in the first half of 2025 compared to the same period in 2024 with a decrease of $153 million in our Americas RAC segment, partially offset by an increase of $10 million in our International RAC segment. The decrease in DOE was due primarily to lower volume.
Non-vehicle depreciation and amortization decreased $14 million in the first half of 2025 compared to the same period in 2024, resulting primarily from a decrease of $9 million associated with our corporate operations. The decrease in non-vehicle depreciation and amortization in our corporate operations was due primarily to certain asset retirements in 2024 and first quarter of 2025 and an increase in assets that were fully depreciated.
SG&A increased $60 million in the first half of 2025 compared to the same period in 2024 driven primarily by an increase of $75 million associated with our corporate operations, partially offset by a decrease of $16 million in our Americas RAC segment. The increase in SG&A associated with our corporate operations was due primarily to a non-cash stock-based compensation gain related to forfeitures of former CEO awards in March 2024, increased professional fees and higher personnel costs, partially offset by lower restructuring related costs and increased intercompany royalty assessment fees received from our International RAC segment. SG&A in our Americas RAC segment decreased due primarily to lower restructuring related charges and decreased advertising spend, partially offset by increased professional fees and higher personnel costs.
Vehicle interest expense, net was comparable in the first half of 2025 compared to the same period in 2024.
Non-vehicle interest expense, net increased $196 million in the first half of 2025 compared to the same period in 2024 due primarily to unrealized losses related to changes in the fair value of the Exchange Features, higher debt levels and higher average interest rates.
In the first half of 2025, we recognized a gain of $89 million on the sales of certain non-vehicle capital assets during the second quarter of 2025 in our Americas RAC segment, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.
In the first half of 2025, we recorded a tax benefit of $104 million, which resulted in an effective tax rate of 15%. In the first half of 2024, we recorded a tax benefit of $4 million, which resulted in an effective tax rate of 0%. The change in tax in the first half of 2025 compared to the same period in 2024 was driven primarily by lower valuation allowances and lower pre-tax losses.
CONSOLIDATED RESULTS OF OPERATIONS – HERTZ GLOBAL
The above discussion for Hertz also applies to Hertz Global.
Hertz Global had losses of $115 million and $124 million from the change in fair value of Public Warrants that were incremental to Hertz for the second quarter and first half of 2025, respectively, included in Hertz Global's unaudited condensed consolidated statements of operations in Part I, Item 1 of this Quarterly Report.
Hertz Global had income of $165 million and $251 million from the change in fair value of Public Warrants that were incremental to Hertz for the second quarter and first half of 2024, respectively, included in Hertz Global's unaudited condensed consolidated statements of operations in Part I, Item 1 of this Quarterly Report.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS AND SELECTED OPERATING DATA BY SEGMENT
Americas RAC
| Three Months Ended June 30, | Percent Increase/(Decrease) | Six Months Ended June 30, | Percent Increase/(Decrease) | ||||||||||||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Total revenues | $ | 1,738 | $ | 1,928 | (10)% | $ | 3,228 | $ | 3,667 | (12)% | |||||||||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | $ | 325 | $ | 905 | (64) | $ | 787 | $ | 1,781 | (56) | |||||||||||||||||||||||||
Direct vehicle and operating expenses | $ | 1,132 | $ | 1,199 | (6) | $ | 2,198 | $ | 2,351 | (7) | |||||||||||||||||||||||||
Direct vehicle and operating expenses as a percentage of total revenues | 65 | % | 62 | % | 68 | % | 64 | % | |||||||||||||||||||||||||||
| Non-vehicle depreciation and amortization | $ | 23 | $ | 28 | (18) | $ | 49 | $ | 53 | (7) | |||||||||||||||||||||||||
Selling, general and administrative expenses | $ | 132 | $ | 137 | (4) | $ | 246 | $ | 261 | (6) | |||||||||||||||||||||||||
Selling, general and administrative expenses as a percentage of total revenues | 8 | % | 7 | % | 8 | % | 7 | % | |||||||||||||||||||||||||||
Vehicle interest expense | $ | 129 | $ | 123 | 6 | $ | 246 | $ | 239 | 3 | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 42 | $ | (403) | NM | $ | (196) | $ | (891) | (78) | |||||||||||||||||||||||||
Transaction Days (in thousands)(b) | 30,935 | 32,216 | (4) | 58,693 | 62,776 | (7) | |||||||||||||||||||||||||||||
Average Vehicles (in whole units)(f) | 435,737 | 467,863 | (7) | 424,559 | 459,224 | (8) | |||||||||||||||||||||||||||||
Average Rentable Vehicles (in whole units)(c) | 407,336 | 439,284 | (7) | 397,047 | 436,553 | (9) | |||||||||||||||||||||||||||||
Vehicle Utilization(c) | 83 | % | 81 | % | 82 | % | 79 | % | |||||||||||||||||||||||||||
Total RPD (in dollars)(d) | $ | 56.08 | $ | 59.73 | (6) | $ | 54.94 | $ | 58.30 | (6) | |||||||||||||||||||||||||
Total RPU Per Month (in whole dollars)(e) | $ | 1,420 | $ | 1,460 | (3) | $ | 1,354 | $ | 1,397 | (3) | |||||||||||||||||||||||||
Depreciation Per Unit Per Month (in whole dollars)(f) | $ | 248 | $ | 644 | (61)% | $ | 309 | $ | 646 | (52)% | |||||||||||||||||||||||||
Percentage of program vehicles as of period end | 7 | % | 4 | % | 7 | % | 4 | % | |||||||||||||||||||||||||||
NM - Not meaningful
Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.
Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024
Total Americas RAC revenues decreased $190 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower pricing and lower volume. Total RPD declined across most customer channels and Transaction Days declined primarily in our business channel, partially offset with increases in our leisure channel. Airport revenues comprised 69% of total revenues for the segment in the second quarter of 2025 compared to 70% in the same period in 2024.
Depreciation of revenue earning vehicles and lease charges, net for Americas RAC decreased $580 million in the second quarter of 2025 compared to the same period in 2024 due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized in the second quarter of 2025 compared to per unit losses recognized in the same period in 2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix and (iii) lower Average Vehicles.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
DOE for Americas RAC decreased $67 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower volume, decreased collision and damage charges and lower maintenance costs, partially offset by increased self-insurance liabilities as a result of adverse experience and case development.
SG&A for Americas RAC decreased $5 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower advertising spend, partially offset by higher personnel costs.
Vehicle interest expense for Americas RAC increased $7 million in the second quarter of 2025 compared to the same period in 2024 due primarily to higher average rates due in part to the issuance of the HVF III 2025 Notes, partially offset by lower debt levels and lower market rates.
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
Total Americas RAC revenues decreased $439 million in the first half of 2025 compared to the same period in 2024 due primarily to lower volume and lower pricing. Total RPD and Transaction Days declined across most customer channels in the first half of 2025 compared to the same period in 2024. Airport revenues comprised 69% of total revenues for the segment in the first half of 2025 compared to 68% in the same period in 2024.
Depreciation of revenue earning vehicles and lease charges, net for Americas RAC decreased $994 million in the first half of 2025 compared to the same period in 2024 due primarily to (i) impacts from our fleet refresh reducing the capital cost of newly acquired vehicles and strengthening of residual values at the expected time of disposal resulting from market improvements, (ii) per unit gains recognized on increased vehicle dispositions in the first half of 2025 compared to per unit losses recognized in the same period in 2024 resulting in part from increased dispositions of older vehicles through a more optimized disposition channel mix, (iii) write-downs on the carrying values of the EVs classified as held for sale in 2024 and (iv) lower Average Vehicles.
DOE for Americas RAC decreased $153 million in the first half of 2025 compared to the same period in 2024 due primarily to lower volume.
SG&A for Americas RAC decreased $16 million in the first half of 2025 compared to the same period in 2024 due primarily to lower restructuring related charges and decreased advertising spend, partially offset by increased professional fees and higher personnel costs.
Vehicle interest expense for Americas RAC increased $7 million in the first half of 2025 compared to the same period in 2024 due primarily to higher average rates due in part to the issuance of the HVF III 2025 Notes, partially offset by lower debt levels and lower market rates.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
International RAC
| Three Months Ended June 30, | Percent Increase/(Decrease) | Six Months Ended June 30, | Percent Increase/(Decrease) | ||||||||||||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Total revenues | $ | 447 | $ | 425 | 5% | $ | 770 | $ | 766 | —% | |||||||||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | $ | 90 | $ | 130 | (31) | $ | 163 | $ | 223 | (27) | |||||||||||||||||||||||||
Direct vehicle and operating expenses | $ | 263 | $ | 244 | 8 | $ | 470 | $ | 460 | 2 | |||||||||||||||||||||||||
Direct vehicle and operating expenses as a percentage of total revenues | 59 | % | 57 | % | 61 | % | 60 | % | |||||||||||||||||||||||||||
| Non-vehicle depreciation and amortization | $ | 4 | $ | 3 | 16 | $ | 7 | $ | 7 | (9) | |||||||||||||||||||||||||
Selling, general and administrative expenses | $ | 57 | $ | 46 | 23 | $ | 104 | $ | 103 | 1 | |||||||||||||||||||||||||
Selling, general and administrative expenses as a percentage of total revenues | 13 | % | 11 | % | 13 | % | 13 | % | |||||||||||||||||||||||||||
Vehicle interest expense | $ | 23 | $ | 26 | (8) | $ | 46 | $ | 51 | (9) | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 42 | $ | (6) | NM | $ | 25 | $ | (33) | NM | |||||||||||||||||||||||||
Transaction Days (in thousands)(b) | 7,760 | 7,505 | 3 | 13,904 | 13,799 | 1 | |||||||||||||||||||||||||||||
Average Vehicles (in whole units)(f) | 106,795 | 109,361 | (2) | 99,069 | 103,134 | (4) | |||||||||||||||||||||||||||||
Average Rentable Vehicles (in whole units)(c) | 105,518 | 106,903 | (1) | 98,017 | 101,156 | (3) | |||||||||||||||||||||||||||||
Vehicle Utilization(c) | 81 | % | 77 | % | 78 | % | 75 | % | |||||||||||||||||||||||||||
Total RPD (in dollars)(d) | $ | 53.93 | $ | 54.78 | (2) | $ | 53.11 | $ | 53.46 | (1) | |||||||||||||||||||||||||
Total RPU Per Month (in whole dollars)(e) | $ | 1,322 | $ | 1,282 | 3 | $ | 1,256 | $ | 1,216 | 3 | |||||||||||||||||||||||||
Depreciation Per Unit Per Month (in whole dollars)(f) | $ | 261 | $ | 384 | (32) | $ | 262 | $ | 348 | (25) | |||||||||||||||||||||||||
Percentage of program vehicles as of period end | 26 | % | 33 | % | 26 | % | 33 | % | |||||||||||||||||||||||||||
NM - Not meaningful
Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.
Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024
Total revenues for International RAC increased $22 million in the second quarter of 2025 compared to the same period in 2024 due primarily to a favorable $14 million fx impact in the second quarter of 2025.
Depreciation of revenue earning vehicles and lease charges, net for International RAC in the second quarter of 2025 decreased $40 million compared to the same period in 2024 due primarily to (i) per unit gains recognized on vehicle dispositions in the second quarter of 2025 compared to per unit losses recognized in the same period in 2024 and (ii) improved fleet mix resulting from our rental fleet rotation initiatives.
DOE for International RAC increased $20 million in the second quarter of 2025 compared to the same period in 2024 due primarily to higher volume. DOE for International RAC was also impacted by an unfavorable $9 million fx impact in the second quarter of 2025.
SG&A for International RAC in the second quarter of 2025 increased $11 million compared to the same period in 2024 due primarily to higher intercompany royalty assessment fees paid to our corporate operations.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Vehicle interest expense for International RAC decreased $2 million in the second quarter of 2025 compared to the same period in 2024 due primarily to lower market rates and lower debt levels.
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
Total revenues for International RAC increased $3 million in the first half of 2025 compared to the same period in 2024, due primarily to a favorable $3 million fx impact in first half of 2025.
Depreciation of revenue earning vehicles and lease charges, net for International RAC decreased $60 million in the first half of 2025 compared to the same period in 2024 due primarily to (i) per unit gains recognized on vehicle dispositions in the first half of 2025 compared to per unit losses recognized in the same period in 2024 and (ii) improved fleet mix resulting from our rental fleet rotation initiatives.
DOE for International RAC increased $10 million in the first half of 2025 compared to the same period in 2024 due primarily to higher facility rent costs and increased volume.
SG&A for International RAC was comparable in the first half of 2025 to the same period in 2024 due primarily to higher intercompany royalty assessment fees paid to our corporate operations, partially offset by decreased restructuring related charges.
Vehicle interest expense for International RAC decreased $5 million in the first half of 2025 compared to the same period in 2024 due primarily to lower market rates and lower debt levels.
Footnotes to the Results of Operations and Selected Operating Data by Segment Tables
(a)Adjusted Corporate EBITDA is calculated as net income (loss), adjusted for income taxes; non-vehicle depreciation and amortization; non-vehicle debt interest, net; vehicle debt-related charges; restructuring and restructuring related charges; unrealized (gains) losses from financial instruments; change in fair value of Public Warrants and certain other miscellaneous or non-recurring items. When evaluating our operating performance, investors should not consider Adjusted Corporate EBITDA in isolation of, or as a substitute for, measures of our financial performance determined in accordance with U.S. GAAP. The reconciliations to the most comparable consolidated U.S. GAAP measure are presented below:
Hertz
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income (loss) | $ | (179) | $ | (1,029) | $ | (613) | $ | (1,301) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Income tax provision (benefit) | (22) | 391 | (104) | (4) | |||||||||||||||||||
| Non-vehicle depreciation and amortization | 29 | 41 | 59 | 73 | |||||||||||||||||||
Non-vehicle debt interest, net(1) | 127 | 88 | 248 | 163 | |||||||||||||||||||
Vehicle debt-related charges(2) | 12 | 10 | 23 | 22 | |||||||||||||||||||
Restructuring and restructuring related charges(3) | 4 | 12 | 7 | 44 | |||||||||||||||||||
Unrealized (gains) losses on financial instruments(4) | 104 | 2 | 104 | 8 | |||||||||||||||||||
Non-cash stock-based compensation forfeitures(5) | — | — | — | (64) | |||||||||||||||||||
Gain on sale of non-vehicle capital assets(6) | (89) | — | (89) | — | |||||||||||||||||||
Other items(7) | 15 | 25 | 41 | 32 | |||||||||||||||||||
| Adjusted Corporate EBITDA | $ | 1 | $ | (460) | $ | (324) | $ | (1,027) | |||||||||||||||
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Hertz Global
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income (loss) | $ | (294) | $ | (865) | $ | (737) | $ | (1,051) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Income tax provision (benefit) | (22) | 392 | (104) | (3) | |||||||||||||||||||
| Non-vehicle depreciation and amortization | 29 | 41 | 59 | 73 | |||||||||||||||||||
Non-vehicle debt interest, net(1) | 127 | 88 | 248 | 163 | |||||||||||||||||||
Vehicle debt-related charges(2) | 12 | 10 | 23 | 22 | |||||||||||||||||||
Restructuring and restructuring related charges(3) | 4 | 12 | 7 | 44 | |||||||||||||||||||
Unrealized (gains) losses on financial instruments(4) | 104 | 2 | 104 | 8 | |||||||||||||||||||
Non-cash stock-based compensation forfeitures(5) | — | — | — | (64) | |||||||||||||||||||
Gain on sale of non-vehicle capital assets(6) | (89) | — | (89) | — | |||||||||||||||||||
Change in fair value of Public Warrants(8) | 115 | (165) | 124 | (251) | |||||||||||||||||||
Other items(7) | 15 | 25 | 41 | 32 | |||||||||||||||||||
| Adjusted Corporate EBITDA | $ | 1 | $ | (460) | $ | (324) | $ | (1,027) | |||||||||||||||
(1)In 2025, excludes gains (losses) related to the fair value of the Exchange Features, which are included in footnote 4 below.
(2)Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.
(3)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, closure of underperforming locations and litigation.
(4)Represents unrealized (gains) losses on derivative financial instruments. In 2025, also includes gains (losses) related to the fair value of the Exchange Features. See Note 10, "Financial Instruments," in Part I, Item 1 of this Quarterly Report.
(5)Represents former CEO awards forfeited in March 2024. See Note 9, "Stock-Based Compensation," in Part I, Item 1 of this Quarterly Report.
(6)Represents the gain recognized on the sales of certain non-vehicle capital assets sold in June 2025. See Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.
(7)Represents miscellaneous items. For the three months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges and cloud computing costs. For the three months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages. For the six months ended June 30, 2025, primarily includes certain litigation charges, certain IT-related charges, cloud computing costs and certain concession-related adjustments. For the six months ended June 30, 2024, primarily includes certain IT-related charges, cloud computing costs and certain storm-related damages, partially offset by certain litigation settlements.
(8)Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.
(b)Transaction Days represents the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(c)Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days. Available Car Days represents Average Rentable Vehicles multiplied by the number of days in a given period. Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels and is determined using a simple average of such vehicles at the beginning and end of a given period.
| Americas RAC | International RAC | ||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Transaction Days (in thousands) | 30,935 | 32,216 | 7,760 | 7,505 | |||||||||||||||||||
| Average Rentable Vehicles (in whole units) | 407,336 | 439,284 | 105,518 | 106,903 | |||||||||||||||||||
| Number of days in period (in whole units) | 91 | 91 | 91 | 91 | |||||||||||||||||||
| Available Car Days (in thousands) | 37,068 | 39,974 | 9,601 | 9,727 | |||||||||||||||||||
| Vehicle Utilization | 83 | % | 81 | % | 81 | % | 77 | % | |||||||||||||||
| Americas RAC | International RAC | ||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Transaction Days (in thousands) | 58,693 | 62,776 | 13,904 | 13,799 | |||||||||||||||||||
| Average Rentable Vehicles (in whole units) | 397,047 | 436,553 | 98,017 | 101,156 | |||||||||||||||||||
| Number of days in period (in whole units) | 181 | 182 | 181 | 182 | |||||||||||||||||||
| Available Car Days (in thousands) | 71,865 | 79,470 | 17,752 | 18,413 | |||||||||||||||||||
| Vehicle Utilization | 82 | % | 79 | % | 78 | % | 75 | % | |||||||||||||||
(d)Total RPD is calculated as revenues with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates ("Total Revenues - adjusted for foreign currency"), divided by the total number of Transaction Days. Our management believes eliminating the effect of fluctuations in foreign currency exchange rates is useful in analyzing underlying trends. The calculation of Total RPD is shown below:
| Americas RAC | International RAC | ||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ | 1,738 | $ | 1,928 | $ | 447 | $ | 425 | |||||||||||||||
Foreign currency adjustment(1) | (3) | (4) | (28) | (14) | |||||||||||||||||||
| Total Revenues - adjusted for foreign currency | $ | 1,735 | $ | 1,924 | $ | 419 | $ | 411 | |||||||||||||||
| Transaction Days (in thousands) | 30,935 | 32,216 | 7,760 | 7,505 | |||||||||||||||||||
| Total RPD (in dollars) | $ | 56.08 | $ | 59.73 | $ | 53.93 | $ | 54.78 | |||||||||||||||
| Americas RAC | International RAC | ||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ | 3,228 | $ | 3,667 | $ | 770 | $ | 766 | |||||||||||||||
Foreign currency adjustment(1) | (3) | (7) | (32) | (28) | |||||||||||||||||||
| Total Revenues - adjusted for foreign currency | $ | 3,225 | $ | 3,660 | $ | 738 | $ | 738 | |||||||||||||||
| Transaction Days (in thousands) | 58,693 | 62,776 | 13,904 | 13,799 | |||||||||||||||||||
| Total RPD (in dollars) | $ | 54.94 | $ | 58.30 | $ | 53.11 | $ | 53.46 | |||||||||||||||
(1)Based on December 31, 2024 foreign currency exchange rates for all periods presented.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(e) Total RPU Per Month is calculated as Total Revenues - adjusted for foreign currency divided by the Average Rentable Vehicles in each period and then divided by the number of months in the period reported.
| Americas RAC | International RAC | ||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Total Revenues - adjusted for foreign currency | $ | 1,735 | $ | 1,924 | $ | 419 | $ | 411 | |||||||||||||||
| Average Rentable Vehicles (in whole units) | 407,336 | 439,284 | 105,518 | 106,903 | |||||||||||||||||||
| Total revenue per unit (in whole dollars) | $ | 4,259 | $ | 4,381 | $ | 3,967 | $ | 3,846 | |||||||||||||||
Number of months in period (in whole units) | 3 | 3 | 3 | 3 | |||||||||||||||||||
| Total RPU Per Month (in whole dollars) | $ | 1,420 | $ | 1,460 | $ | 1,322 | $ | 1,282 | |||||||||||||||
| Americas RAC | International RAC | ||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Total Revenues - adjusted for foreign currency | $ | 3,225 | $ | 3,660 | $ | 738 | $ | 738 | |||||||||||||||
| Average Rentable Vehicles (in whole units) | 397,047 | 436,553 | 98,017 | 101,156 | |||||||||||||||||||
| Total revenue per unit (in whole dollars) | $ | 8,122 | $ | 8,383 | $ | 7,534 | $ | 7,293 | |||||||||||||||
| Number of months in period (in whole units) | 6 | 6 | 6 | 6 | |||||||||||||||||||
| Total RPU Per Month (in whole dollars) | $ | 1,354 | $ | 1,397 | $ | 1,256 | $ | 1,216 | |||||||||||||||
(f) Depreciation Per Unit Per Month represents the amount of average depreciation expense and lease charges, per vehicle per month and is calculated as depreciation of revenue earning vehicles and lease charges, net, with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates, divided by the Average Vehicles in each period, which is determined using a simple average of the number of vehicles at the beginning and end of a period, and then dividing by the number of months in the period reported. Our management believes eliminating the effect of fluctuations in foreign currency exchange rates is useful in analyzing underlying trends. The calculation of Depreciation Per Unit Per Month is shown below:
| Americas RAC | International RAC | ||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | $ | 325 | $ | 905 | $ | 90 | $ | 130 | |||||||||||||||
Foreign currency adjustment(1) | (1) | (1) | (6) | (4) | |||||||||||||||||||
| Adjusted depreciation of revenue earning vehicles and lease charges | $ | 324 | $ | 904 | $ | 84 | $ | 126 | |||||||||||||||
Average Vehicles (in whole units) | 435,737 | 467,863 | 106,795 | 109,361 | |||||||||||||||||||
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars) | $ | 744 | $ | 1,932 | $ | 782 | $ | 1,153 | |||||||||||||||
Number of months in period (in whole units) | 3 | 3 | 3 | 3 | |||||||||||||||||||
| Depreciation Per Unit Per Month (in whole dollars) | $ | 248 | $ | 644 | $ | 261 | $ | 384 | |||||||||||||||
(1)Based on December 31, 2024 foreign currency exchange rates for all periods presented.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
| Americas RAC | International RAC | ||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| ($ in millions, except as noted) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Depreciation of revenue earning vehicles and lease charges, net | $ | 787 | $ | 1,781 | $ | 163 | $ | 223 | |||||||||||||||
Foreign currency adjustment(1) | (1) | (1) | (7) | (7) | |||||||||||||||||||
| Adjusted depreciation of revenue earning vehicles and lease charges | $ | 786 | $ | 1,780 | $ | 156 | $ | 216 | |||||||||||||||
Average Vehicles (in whole units) | 424,559 | 459,224 | 99,069 | 103,134 | |||||||||||||||||||
Adjusted depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars) | $ | 1,852 | $ | 3,875 | $ | 1,575 | $ | 2,090 | |||||||||||||||
Number of months in period (in whole units) | 6 | 6 | 6 | 6 | |||||||||||||||||||
| Depreciation Per Unit Per Month (in whole dollars) | $ | 309 | $ | 646 | $ | 262 | $ | 348 | |||||||||||||||
(1)Based on December 31, 2024 foreign currency exchange rates for all periods presented.
LIQUIDITY AND CAPITAL RESOURCES
Our U.S. and international operations are funded by cash provided by operating activities and by extensive financing arrangements in the U.S. and internationally.
Cash and Cash Equivalents
As of June 30, 2025, we had $503 million of cash and cash equivalents and $626 million of restricted cash and cash equivalents. As of June 30, 2025, $231 million of cash and cash equivalents and $65 million of restricted cash and cash equivalents were held by our subsidiaries outside of the U.S. We continue to assert no permanent reinvestment of foreign earnings that give rise to excess cash, provided such cash can be remitted in a tax efficient manner.
We believe that cash and cash equivalents generated by our operations and cash received on the disposal of vehicles, together with amounts available under various liquidity facilities and refinancing options available to us in the capital markets, will be sufficient to fund our operating activities and obligations for the next twelve months and for the foreseeable future thereafter.
Cash Flows – Hertz
As of June 30, 2025 and December 31, 2024, Hertz had cash and cash equivalents of $503 million and $591 million, respectively, and restricted cash and cash equivalents of $626 million and $541 million, respectively. The following table summarizes the net change in cash and cash equivalents and restricted cash and cash equivalents for the periods shown:
| Six Months Ended June 30, | |||||||||||||||||
| (In millions) | 2025 | 2024 | $ Change | ||||||||||||||
| Cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 598 | $ | 919 | $ | (321) | |||||||||||
| Investing activities | (1,564) | (2,780) | 1,216 | ||||||||||||||
| Financing activities | 933 | 1,664 | (731) | ||||||||||||||
| Effect of exchange rate changes | 30 | (15) | 45 | ||||||||||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | (3) | $ | (212) | $ | 209 | |||||||||||
During the first half of 2025, cash flows from operating activities decreased $321 million period over period due primarily to $426 million change in net income, as adjusted for non-cash and non-operating items, partially offset by
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
a $105 million change in working capital accounts. Cash flows from working capital accounts increased due primarily to a reduction in value added tax ("VAT") receivables due primarily to a VAT refund received in 2025, partially offset by a decrease in non-vehicle payables due to timing.
Our primary investing activities relate to the acquisition and disposal of revenue earning vehicles. During the first half of 2025, there was a $1.2 billion decrease in the cash used in investing activities period over period due primarily to a $1.1 billion decrease in revenue earning vehicle expenditures, net. The decrease in cash used by revenue earning vehicle expenditures, net, resulted primarily from per unit gains on increased vehicle dispositions recognized in the first half of 2025 compared to per unit losses recognized in the same period in 2024.
Net financing cash inflows were $933 million in the first half of 2025 compared to $1.7 billion in the 2024 period. The $731 million decrease in cash inflows is due primarily to a $953 million decrease in net proceeds from non-vehicle debt resulting from fewer issuances of non-vehicle debt in the first half of 2025 compared to the same period in 2024. Cash flows from financing activities were also impacted by an increase of $222 million in net proceeds from vehicle debt largely resulting from the issuances of HVF III Series 2025 Notes in the first half of 2025.
Cash Flows – Hertz Global
As of June 30, 2025 and December 31, 2024, Hertz Global had cash and cash equivalents of $503 million and $592 million, respectively, and restricted cash and cash equivalents of $626 million and $541 million, respectively. The following table summarizes the net change in cash and cash equivalents and restricted cash and cash equivalents for Hertz Global for the periods shown:
| Six Months Ended June 30, | |||||||||||||||||
| (In millions) | 2025 | 2024 | $ Change | ||||||||||||||
| Cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 597 | $ | 916 | $ | (319) | |||||||||||
| Investing activities | (1,564) | (2,780) | 1,216 | ||||||||||||||
| Financing activities | 933 | 1,667 | (734) | ||||||||||||||
| Effect of exchange rate changes | 30 | (15) | 45 | ||||||||||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | (4) | $ | (212) | $ | 208 | |||||||||||
Fluctuations in operating, investing and financing cash flows from period to period were due to the same factors as those disclosed for Hertz above, with the exception of any cash inflows or outflows related to the issuance or repurchase of our common stock and the exercise of Public Warrants, as applicable. Also see Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," in Part I, Item 1 of this Quarterly Report.
ATM Equity Offering Program
In May 2025, Hertz Global commenced the ATM Program under which Hertz Global may offer and sell, from time to time, up to a maximum aggregate offering price of $250 million shares of its common stock. As of June 30, 2025, no shares of Hertz Global common stock had been sold under the ATM Program. See also Note 8, "Public Warrants, Equity and Earnings (Loss) Per Common Share – Hertz Global," in Part I, Item 1 of this Quarterly Report.
Debt Financing
Refer to Note 5, "Debt," in Part I, Item 1 of this Quarterly Report for information on our outstanding debt obligations and our borrowing capacity and availability under our revolving credit facilities as of June 30, 2025.
Cash paid for interest on non-vehicle debt during the first half of 2025 and 2024 was $212 million and $155 million, respectively. The $57 million increase in cash paid for non-vehicle debt interest is due primarily to the issuance of
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the First Lien Senior Notes in the second quarter of 2024. Cash paid for interest on vehicle debt during the first half of 2025 and 2024 was $255 million and $247 million, respectively. The $8 million increase in cash paid for vehicle debt interest is due primarily to issuances of HVF III medium term notes in the second half of 2024 and first quarter of 2025, partially offset by lower debt levels and lower interest rates associated with the European ABS.
Our available corporate liquidity, which excludes unused commitments under our vehicle debt, was as follows:
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | 503 | $ | 591 | |||||||
| Availability under the First Lien RCF | 946 | 1,251 | |||||||||
| Corporate liquidity | $ | 1,449 | $ | 1,842 | |||||||
Non-Vehicle Debt
First Lien Credit Agreement / First Lien RCF
On April 1, 2025, Amendment No. 8 expired. Amendment No. 8 contained a minimum liquidity covenant of $400 million for each month ending in the second and third quarters of 2024 and $500 million for each month ending in the fourth quarter of 2024 and the first quarter of 2025. Amendment No. 8 also temporarily amended Hertz's First Lien Ratio to require a ratio of less than or equal to 5.0x in the second and third quarters of 2024 and 4.75x in the fourth quarter of 2024 and first quarter of 2025. Upon expiration of Amendment No. 8, the First Lien Ratio reverted to a requirement of less than or equal to 3.0x in the first and last quarters of the calendar year and 3.5x in the second and third quarters of the calendar year.
In May 2025, we entered into Amendment No. 10, which provides for the extension of the maturity date of $1.7 billion of commitments under our existing $2.0 billion First Lien RCF from June 2026 to March 2028, subject to a springing maturity date (as defined in the First Lien Credit Agreement) and makes certain other amendments to the First Lien Credit Agreement. We will have access to up to $2.0 billion under the First Lien RCF until June 2026, and thereafter the aggregate amount of commitments under the First Lien RCF is $1.7 billion until March 2028, after giving effect to the terms of Amendment No. 10.
Amendment No. 10 also contains a minimum liquidity covenant, consistent with that of Amendment No. 8, which requires $400 million for each month ending in the second and third quarters of the calendar year and $500 million for each month ending in the first and fourth quarter of the calendar year. Amendment No. 10 also adds certain limitations on Restricted Payments and Permitted Investments (each as defined in the First Lien Credit Agreement). Under the terms of Amendment No. 10, the minimum liquidity covenant and certain restrictions will sunset upon the end of the Relief Period (as defined in the First Lien Credit Agreement).
Exchangeable Notes
The Exchangeable Notes bear PIK interest payable on the Semi-annual PIK Event, where PIK interest increases the principal amount of the Exchangeable Notes upon each Semi-annual PIK Event. In connection with Semi-annual PIK Event in the first quarter of 2025, we increased the principal amount of the Exchangeable Notes by $11 million.
Additionally, for each Semi-annual PIK Event, we bifurcate the "Exchange Feature PIK" from the Exchangeable Notes for accounting purposes utilizing applicable guidance. As a result, we recognized a debt discount of $3 million within non-vehicle debt in the accompanying unaudited consolidated balance sheet as of June 30, 2025, representing the initial fair value. Refer to Note 11, "Fair Value Measurements," in Part I, Item 1 of this Quarterly Report for further details.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The net carrying amount of the Exchangeable Notes consists of the following:
| (In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Principal | $ | 250 | $ | 250 | |||||||
| Non-cash PIK interest | 11 | — | |||||||||
Unamortized debt discounts and debt issuance costs(1) | (77) | (78) | |||||||||
(Gain) loss on fair value of the Exchange Features(2) | 175 | 61 | |||||||||
| Net carrying amount | $ | 359 | $ | 233 | |||||||
(1) Debt discounts, including the initial fair value, at issuance, of the Exchange Features, as defined in Note 11, "Fair Value Measurements," in Part I, Item 1 of this Quarterly Report, and debt issuance costs are amortized to non-vehicle interest expense over the term of the Exchangeable Notes using the effective interest method.
(2) Refer also to Note 11, "Fair Value Measurements," in Part I, Item 1 of this Quarterly Report.
Interest expense recognized for the Exchangeable Notes consists of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Contractual interest expense | $ | 5 | $ | — | $ | 10 | $ | — | |||||||||||||||
| Amortization of debt discounts and debt issuance costs | 3 | — | 5 | — | |||||||||||||||||||
(Gain) loss on fair value of the Exchange Features(1) | 105 | — | 111 | — | |||||||||||||||||||
| Total | $ | 113 | $ | — | $ | 126 | $ | — | |||||||||||||||
(1) Refer also to Note 11, "Fair Value Measurements," in Part I, Item 1 of this Quarterly Report.
Letters of Credit
As of June 30, 2025, there were outstanding standby letters of credit totaling $993 million comprised primarily of $679 million issued under the First Lien RCF and $245 million issued under the Term C Loan. As of June 30, 2025, no capacity remained to issue additional letters of credit under the Term C Loan. Such letters of credit have been issued primarily to provide credit enhancement for our asset-backed securitization facilities and to support our insurance programs, as well as to support our vehicle rental concessions and leaseholds. As of June 30, 2025, none of the issued letters of credit have been drawn upon.
Vehicle Debt
Americas RAC
HVF III U.S. Vehicle Variable Funding Notes
In May 2025, HVF III amended the HVF III Series 2021-A Notes, which provides for the extension of the maturity date of $2.9 billion of aggregate commitments of Class A Notes from April 2026 to May 2027. In August 2025, $780 million in non-extending commitments were voluntarily terminated.
In June 2025, HVF III amended the HVF III Series 2021-A Notes to issue new Class B Notes in which aggregate commitments were increased from $188 million to $300 million and the maturity date was extended to June 2027. The Class B Notes are subordinate to the Class A Notes.
HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2025-1 Notes and Series 2025-2 Notes: In March 2025, HVF III issued the Series 2025-1 (Class A, Class B, Class C and Class D) and Series 2025-2 Notes (Class A, Class B, Class C and Class D) each in aggregate principal amount of $500 million with maturity dates of September 2028 and September 2030, respectively.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
In June 2025, HVF III issued the Series 2025-3 (Class A, Class B, Class C and Class D) and Series 2025-4 Notes (Class A, Class B, Class C and Class D) in aggregate principal amounts of $375 million and $310 million with maturity dates of December 2028 and December 2030, respectively.
There is subordination within each of the preceding series based on class.
Hertz Canadian Securitization
In May 2025, TCL Funding Limited Partnership, a bankruptcy-remote, indirect, wholly owned and special-purpose subsidiary of Hertz, amended the Hertz Canadian Securitization to increase the aggregate maximum borrowings from CAD$475 million to CAD$588 million until November 2025, reverting to CAD$475 million thereafter until the extended maturity date of April 2027.
International RAC
European ABS
In May 2025, IFF No. 2 amended the European ABS, which provides for the extension of the maturity date of total aggregate maximum borrowings of €1.2 billion, inclusive of the addition of Class B Notes, to April 2027. In August 2025, €129 million in non-extending commitments were voluntarily terminated.
In July 2025, IFF No. 2 amended the European ABS for the issuance of Class C Notes in an aggregate principal amount of €100 million. The Class C Notes can be drawn and repaid on a revolving basis and have a maturity date of April 2027. After giving effect to the issuance of the Class C Notes, total aggregate maximum borrowings available under the European ABS are €1.3 billion until April 2027. The Class C Notes are subordinate to the Class A Notes and Class B Notes.
Australian Securitization
In June 2025, HA Fleet Pty Limited, an indirect wholly-owned subsidiary of Hertz, amended the Australian Securitization to extend the maturity date to June 2027.
U.K. ABS
In December 2024, HFF entered into the U.K. ABS. Upon entrance, the U.K. ABS was not funded. During the first quarter of 2025, the U.K. ABS aggregate maximum borrowings were increased to £215 million.
Vehicle Financing Risks
Substantially all of our revenue earning vehicles and certain related assets are owned by special-purpose entities or are encumbered in favor of the lenders under the various credit facilities, other secured financings or asset-backed securities programs. None of the value of such assets (including the assets owned by Hertz Vehicle Financing III LLC, TCL Funding LP and each of the domestic and international subsidiaries that pledge vehicle and vehicle related assets as part of our securitization programs) will be available to satisfy the claims of non-vehicle secured or unsecured creditors, unless the vehicle related secured creditors under the securitization programs are paid in full.
Covenants
The First Lien Credit Agreement requires us to comply with the following financial covenant: the First Lien Ratio, which requires a ratio of less than or equal to 3.0x in the first and last quarters of the calendar year and 3.5x in the second and third quarters of the calendar year. Amendment No. 8 temporarily increased the First Lien Ratio and contained a minimum liquidity covenant, which sunset, as expected, on the first day of the second quarter of 2025, as discussed above. Additionally, Amendment No. 10 requires a minimum liquidity covenant, consistent with
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Amendment No. 8, and will sunset upon the end of the Relief Period, as discussed above. As of June 30, 2025, we were in compliance with the First Lien Ratio. As of June 30, 2025 and as of the filing of this Quarterly Report, we were in compliance with the minimum liquidity covenant, as discussed above.
Additionally, our Corporate Indebtedness contain customary affirmative covenants, including, among other things, the delivery of quarterly and annual financial statements and/or compliance certificates, and covenants related to conduct of business, maintenance of property and insurance, compliance with environmental laws and, where applicable, the granting of security interests for the benefit of the secured parties under the applicable agreements on after-acquired real property, fixtures and future subsidiaries.
The terms of our Corporate Indebtedness contain covenants limiting the ability of Hertz and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, Hertz Global capital stock; make certain investments or other restricted payments; sell certain assets; transfer intellectual property to unrestricted subsidiaries; merge, consolidate or sell all or substantially all of its assets; and create restrictions on the ability of Hertz’s restricted subsidiaries to pay dividends or other amounts to Hertz. As per the terms of the Corporate Indebtedness, these covenants are subject to a number of important and significant limitations, qualifications and exceptions.
As of June 30, 2025, we were in compliance with all covenants under the terms of agreements governing the respective Corporate Indebtedness.
Capital Expenditures
Revenue Earning Vehicles Expenditures and Disposals
The table below sets forth our revenue earning vehicles expenditures and related disposal proceeds for the periods shown.
| Cash inflow (cash outflow) | Revenue Earning Vehicles | ||||||||||||||||
| (In millions) | Capital Expenditures | Disposal Proceeds | Net Capital Expenditures | ||||||||||||||
| 2025 | |||||||||||||||||
| First Quarter | $ | (2,847) | $ | 2,124 | $ | (723) | |||||||||||
| Second Quarter | (3,049) | 2,126 | (923) | ||||||||||||||
Total | $ | (5,896) | $ | 4,250 | $ | (1,646) | |||||||||||
| 2024 | |||||||||||||||||
| First Quarter | $ | (1,904) | $ | 1,233 | $ | (671) | |||||||||||
| Second Quarter | (3,723) | 1,669 | (2,054) | ||||||||||||||
Total | $ | (5,627) | $ | 2,902 | $ | (2,725) | |||||||||||
The table below sets forth expenditures for revenue earning vehicles, net of disposal proceeds, by segment.
| Cash inflow (cash outflow) | Six Months Ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Americas RAC | $ | (1,405) | $ | (2,446) | $ | 1,041 | (43) | ||||||||||||||||
| International RAC | (241) | (279) | 38 | (14) | |||||||||||||||||||
| Total | $ | (1,646) | $ | (2,725) | $ | 1,079 | (40) | ||||||||||||||||
Proceeds from disposal of revenue earning vehicles increased $1.3 billion, or 46%, in the first half of 2025 compared to the same period in 2024, primarily in our Americas RAC segment resulting from per unit gains on increased vehicle dispositions recognized in the first half of 2025 compared to per unit losses recognized in the
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same period in 2024. Revenue earning vehicle expenditures increased $269 million, or 5%, in the first half of 2025 compared to the same period in 2024, primarily in our Americas RAC segment, resulting from increased vehicle acquisitions.
Non-Vehicle Capital Asset Expenditures and Disposals
The table below sets forth our non-vehicle capital asset expenditures and related disposal proceeds from non-vehicle capital assets disposed of or to be disposed of for the periods shown.
| Cash inflow (cash outflow) | Non-Vehicle Capital Assets | ||||||||||||||||
| (In millions) | Capital Expenditures | Disposal Proceeds | Net Capital Expenditures | ||||||||||||||
| 2025 | |||||||||||||||||
| First Quarter | $ | (22) | $ | 27 | $ | 5 | |||||||||||
| Second Quarter | (22) | 99 | 77 | ||||||||||||||
| Total | $ | (44) | $ | 126 | $ | 82 | |||||||||||
| 2024 | |||||||||||||||||
| First Quarter | $ | (33) | $ | 3 | $ | (30) | |||||||||||
| Second Quarter | (26) | 4 | (22) | ||||||||||||||
Total | $ | (59) | $ | 7 | $ | (52) | |||||||||||
The table below sets forth non-vehicle capital asset expenditures, net of disposal proceeds, by segment.
| Cash inflow (cash outflow) | Six Months Ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Americas RAC | $ | 65 | $ | (28) | $ | 93 | NM | ||||||||||||||||
| International RAC | 17 | (5) | 22 | NM | |||||||||||||||||||
| Corporate | — | (19) | 19 | (100) | |||||||||||||||||||
| Total | $ | 82 | $ | (52) | $ | 134 | NM | ||||||||||||||||
NM - Not meaningful
In the first half of 2025, proceeds for non-vehicle capital assets increased by $119 million compared to the same period in 2024, primarily in our Americas RAC segment, resulting from the disposition of certain non-vehicle capital assets, as disclosed in Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report. In the first half of 2025, expenditures for non-vehicle capital assets decreased by $15 million, or 25%, compared to the same period in 2024, primarily in our Americas RAC segment, driven in part to reduced location refurbishment spend.
CONTRACTUAL AND OTHER OBLIGATIONS
In June 2025, we sold and leased back certain land and buildings, inclusive of site improvements, associated with operating sites in our Americas RAC segment. The land portions of the sales qualified for sale-leaseback accounting, and are accounted for as operating leases with expected terms of 40 years, inclusive of extensions we currently intend to exercise, and have aggregate future minimum lease payments of $483 million. Refer to Note 6, "Leases," in Part I, Item 1 of this Quarterly Report for our minimum fixed lease obligations under existing agreements as a lessee as of June 30, 2025.
In July 2025, we sold and leased back certain real estate associated with an operating site in our Americas RAC segment. The sale qualifies for sale-leaseback accounting, in which the leaseback will be classified as an operating lease with an expected term of 50 years, inclusive of extensions the Company currently intends to exercise, and will have aggregate future minimum lease payments between $375 million and $385 million. Refer also to Note 3, "Divestitures," in Part I, Item 1 of this Quarterly Report.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Except as discussed above, as of June 30, 2025, there have been no material changes outside of the ordinary course of business with respect to our material cash requirements for our contractual and other obligations as set forth in the table included in Part II, Item 7 of our 2024 Form 10-K. Changes to our aggregate indebtedness, including related interest and terms of new issuances, are disclosed in Note 5, "Debt," in Part I, Item 1 of this Quarterly Report.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
Indemnification Obligations
There have been no significant changes to our indemnification obligations as compared to those disclosed in Note 15, "Contingencies and Off-Balance Sheet Commitments," in Part II, Item 8 of our 2024 Form 10-K.
We regularly evaluate the probability of having to incur costs associated with these indemnification obligations and have accrued for expected losses that are probable and estimable.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
There have been no significant changes to our significant accounting policies due to adoption of recently issued accounting pronouncements as compared to those disclosed in Note 2, "Significant Accounting Policies," in Part II, Item 8 of our 2024 Form 10-K. For a discussion of recently issued accounting pronouncements, see Note 2, "Basis of Presentation and Recently Issued Accounting Pronouncements," in Part I, Item 1 of this Quarterly Report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Quarterly Report include "forward-looking statements." Forward-looking statements are identified by words such as "believe," "expect," "project," "potential," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts," "guidance" or similar expressions, and include information concerning our liquidity, our results of operations, our business strategies, economic and industry conditions and other information. These forward-looking 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 these judgments are reasonable, but you should understand that these forward-looking statements are not guarantees of future performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.
Important factors that could affect our actual results and cause them to differ materially from those expressed in forward-looking statements include, among other things, those that may be disclosed from time to time in subsequent reports filed with, or furnished to, the SEC, those described under Item 1A, "Risk Factors," in our 2024 Form 10-K and set forth in this Quarterly Report, and the following, which also summarizes the principal risks of our business:
•mix of program and non-program vehicles in our fleet, which can lead to increased exposure to residual value risk upon disposition;
•the potential for residual values associated with non-program vehicles in our fleet to decline, including suddenly or unexpectedly, or fail to follow historical seasonal patterns;
•our 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;
•our ability to effectively dispose of vehicles, at the times and through the channels, that maximize our returns;
•the age of our fleet and its impact on vehicle carrying costs and customer service scores, as well as on our ability to sell vehicles at acceptable prices and times;
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
•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 our 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 our peak periods, including in critical geographies;
•our ability to accurately estimate future levels of rental activity and adjust the number, location and mix of vehicles used in our rental operations accordingly;
•our ability to implement our business strategy or strategic transactions, including our ability to implement plans to support a modern mobility ecosystem;
•our ability to achieve cost savings and normalized depreciation levels, as well as revenue enhancements from our profitability initiatives and other operational programs;
•our ability to adequately respond to changes in technology impacting the mobility industry;
•significant changes in the competitive environment and the effect of competition in our markets on rental volume and pricing;
•our reliance on third-party distribution channels and related prices, commission structures and transaction volumes;
•our ability to offer services for a favorable customer experience, and to retain and develop customer loyalty and market share;
•our ability to maintain our network of leases and vehicle rental concessions at airports and other key locations in the U.S. and internationally;
•our ability to maintain favorable brand recognition and a coordinated branding and portfolio strategy;
•our ability to attract and retain effective front-line employees, senior management and other key employees;
•our ability to effectively manage our union relations and labor agreement negotiations;
•our ability to manage and respond to cybersecurity threats and cyber attacks on our information technology systems or those of our third-party providers;
•our ability, and that of our key third-party partners, to prevent the misuse or theft of information we possess, including as a result of cyber attacks and other security threats;
•our ability to evaluate, maintain, upgrade and consolidate our information technology systems;
•our 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 our ability to repatriate cash from non-U.S. affiliates without adverse tax consequences;
•risks relating to tax laws, including the elimination of tax credits for EVs purchased after September 30, 2025 and those tax laws that affect our ability to recapture accelerated tax depreciation and expensing, as well as any adverse determinations or rulings by tax authorities;
•our ability to utilize our net operating loss carryforwards;
•our 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
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
car related expenses or taxes, among others, that affect our operations, our costs or applicable tax rates;
•the risk of an impairment of our long-lived assets, which risk could be impacted by, among other things, the timing of our fleet rotation;
•our ability to recover our goodwill and indefinite-lived intangible assets when performing impairment analysis;
•the potential for changes in management's best estimates and assessments;
•our ability to maintain an effective compliance program;
•the availability of earnings and funds from our subsidiaries;
•our ability to comply, and the cost and burden of complying, with corporate and social responsibility regulations or expectations of stakeholders, and otherwise advance our corporate responsibility priorities;
•the availability of additional, or continued sources, of financing at acceptable rates for our revenue earning vehicles and to refinance our existing indebtedness, and our ability to comply with the covenants in the agreements governing our indebtedness;
•the extent to which our consolidated assets secure our outstanding indebtedness;
•volatility in our share price, our ownership structure and certain provisions of our charter documents, which could, among other things, negatively affect the market price of our common stock;
•our ability to implement an effective business continuity plan to protect the business in exigent circumstances;
•our ability to effectively maintain effective internal control over financial reporting; and
•our ability to execute strategic transactions.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date of this Quarterly Report and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to a variety of market risks, including the effects of changes in interest rates (including credit spreads), foreign currency exchange rates and fluctuations in fuel prices. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to counterparty nonperformance on such instruments.
There have been no material changes to the information reported under Part II, Item 7A of our 2024 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
HERTZ GLOBAL
Evaluation of Disclosure Controls and Procedures
Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
HERTZ
Evaluation of Disclosure Controls and Procedures
Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of certain pending legal proceedings see Note 12, "Contingencies and Off-Balance Sheet Commitments," in Part I, Item 1 of this Quarterly Report.
ITEM 1A. RISK FACTORS
Part I, Item 1A of our 2024 Form 10-K for the year ended December 31, 2024 includes certain risk factors that could materially affect our business, financial condition or future results. There have been no material changes to those risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 5. OTHER INFORMATION
During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) entered into any (i) contract or written plan for the purchase or sale of securities of Hertz Global intended to satisfy the affirmative defense conditions of Rule 10b5-1 non-Rule 10b5-1
ITEM 6. EXHIBITS
(a)Exhibits:
The attached list of exhibits in the "Exhibit Index" immediately preceding the signature page to this Quarterly Report is filed as part of this Quarterly Report and is incorporated herein by reference in response to this item.
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EXHIBIT INDEX
Exhibit Number | Description | |||||||
| 10.1 | Hertz Holdings Hertz | Amendment No. 10, dated as of May 6, 2025, to Credit Agreement, dated as of June 30, 2021, by and among The Hertz Corporation, the subsidiary borrowers party thereto as borrowers from time to time, Rental Car Intermediate Holdings, LLC, the other guarantors party thereto, the lenders and issuing lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on May 9, 2025) | ||||||
| 10.2 | Hertz Holdings Hertz | Amendment No. 3, dated as of May 8, 2025, to Second Amended and Restated Series 2021-A Supplement, dated as of June 28, 2023, by and among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, Deutsche Bank AG, New York Branch, as program agent, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on May 9, 2025) | ||||||
| 10.3 | Hertz Holdings Hertz | Amendment No. 4, dated as of June 27, 2025, to Second Amended and Restated Series 2021-A Supplement, dated as of June 28, 2023, by and among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, Deutsche Bank AG, New York Branch, as program agent, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on June 30, 2025) | ||||||
| 10.4 | Hertz Holdings Hertz | Series 2025-3 Supplement, dated as of June 30, 2025, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on June 30, 2025) | ||||||
| 10.5 | Hertz Holdings Hertz | Series 2025-4 Supplement, dated as of June 30, 2025, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on June 30, 2025) | ||||||
| 10.6 | Hertz Holdings Hertz | Amended and Restated Issuer Facility Agreement as amended and restated on May 9, 2025, by and among International Fleet Financing No. 2 B.V., Hertz Europe Limited, Credit Agricole Corporate and Investment Bank, certain committed note purchasers, conduit investors and funding agents named therein, and BNP Paribas Trust Corporation U.K. Limited (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on May 9, 2025) | ||||||
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EXHIBIT INDEX (Continued)
Exhibit Number | Description | |||||||
| 10.7 | Hertz Holdings Hertz | Amended and Restated Master Definitions and Constructions Agreement as amended and restated on May 9, 2025, by and among International Fleet Financing No. 2 B.V., Hertz Automobielen Nederland B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SLU, Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas, BNP Paribas, Italian Branch, BNP Paribas S.A., Hertz Italiana S.R.L., IFM SPV S.R.L., Hertz Fleet Italiana S.R.L., Credit Agricole Corporate and Investment Bank, Hertz Europe Limited, The Hertz Corporation, BNP Paribas, Luxembourg Branch, TMF SFS Management BV, TMF France Management SARL, TMF France SAS, KPMG Advisory SAS, BNP Paribas Trust Corporation UK Limited, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands Branch, Banca Nazionale Del Lavoro S.P.A., Sanne Trustee Services Limited, certain committed note purchasers, conduit investors and funding agents named therein, Hertz Holdings Netherlands 2 B.V. and Hertz International Limited (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on May 9, 2025) | ||||||
| 10.8 | Hertz Holdings Hertz | Amended and Restated Dutch Master Lease and Servicing Agreement, amended and restated on May 9, 2025, by and among Stuurgroep Fleet (Netherlands) B.V., Hertz Automobielen Nederland B.V., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited* | ||||||
| 10.9 | Hertz Holdings Hertz | Amended and Restated French Master Lease and Servicing Agreement, amended and restated on May 9, 2025, by and among RAC Finance SAS., Hertz France SAS., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited* | ||||||
| 10.10 | Hertz Holdings Hertz | Amended and Restated German Master Lease and Servicing Agreement, amended and restated on May 9, 2025, by and among Hertz Fleet Limited, Hertz Autovermietung GMBH, those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited* | ||||||
| 10.11 | Hertz Holdings Hertz | Amended and Restated Italian Master Lease Agreement, amended and restated on May 9, 2025, by and among IFM SPV S.R.L., Hertz Italiana S.R.L., those Permitted Lessees from time to time becoming Lessees thereunder, Hertz Fleet Italiana S.R.L., International Fleet Financing No. 2 B.V., and Banca Finanziaria Internationazionale S.P.A.* | ||||||
| 10.12 | Hertz Holdings Hertz | Amended and Restated Spanish Master Lease and Servicing Agreement, amended and restated on May 9, 2025, by and among Stuurgroep Fleet (Netherlands) B.V., Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, Hertz de Espana, S.L.U., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited* | ||||||
| 10.13 | Hertz Holdings Hertz | Amended and Restated Belgian Master Instalment Sale and Administration Agreement, amended and restated on May 9, 2025, by and among Stuurgroep Fleet (Netherlands) B.V., Hertz Belgium BV, those Permitted Instalment Purchasers from time to time becoming Instalment Purchasers thereunder, and BNP Paribas Trust Corporation UK Limited* | ||||||
| 10.14 | Hertz Holdings Hertz | Offer Letter, dated December 11, 2024, between Christopher G. Berg and Hertz Global Holdings, Inc.†* | ||||||
| 31.1 | Hertz Holdings | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).* | ||||||
| 31.2 | Hertz Holdings | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).* | ||||||
| 31.3 | Hertz | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).* | ||||||
| 31.4 | Hertz | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).* | ||||||
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EXHIBIT INDEX (Continued)
Exhibit Number | Description | |||||||
| 32.1 | Hertz Holdings | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.** | ||||||
| 32.2 | Hertz Holdings | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.** | ||||||
| 32.3 | Hertz | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.** | ||||||
| 32.4 | Hertz | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.** | ||||||
| 101.INS | Hertz Holdings Hertz | InIine XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||
| 101.SCH | Hertz Holdings Hertz | Inline XBRL Taxonomy Extension Schema Document* | ||||||
| 101.CAL | Hertz Holdings Hertz | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | ||||||
| 101.DEF | Hertz Holdings Hertz | Inline XBRL Taxonomy Extension Definition Linkbase Document* | ||||||
| 101.LAB | Hertz Holdings Hertz | Inline XBRL Taxonomy Extension Label Linkbase Document* | ||||||
| 101.PRE | Hertz Holdings Hertz | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | ||||||
| 104 | Hertz Holdings Hertz | Cover Page Interactive Data File (Embedded within the Inline XBRL document) | ||||||
† Indicates management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| Date: | August 7, 2025 | HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION (Registrants) | |||||||||
| By: | /s/ SCOTT M. HARALSON | ||||||||||
Scott M. Haralson Executive Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Authorized Signatory) | |||||||||||
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Hertz Global Hld
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Rental & Leasing Services
Services-auto Rental & Leasing (no Drivers)
United States
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