8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 2, 2007 (July 27, 2007)

HERTZ GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-33139	20-3530539
(State of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)
	225 Brae Boulevard
	Park Ridge, New Jersey 07656-0713
	(Address of principal executive offices, including zip code)
	(201) 307-2000
	(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

See Item 7.01 below.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2007, Hertz Global Holdings, Inc. (“Hertz Holdings”) and its wholly owned subsidiary, The Hertz Corporation (“Hertz” and, together with Hertz Holdings, the “Companies”), announced that Paul J. Siracusa, the Companies’ Executive Vice President and Chief Financial Officer, will retire, effective August 31, 2007 and in connection with his retirement, Mr. Siracusa and the Companies entered into a separation agreement and release on August 1, 2007.

Elyse Douglas, currently the Companies’ Staff Vice President and Treasurer, will serve as Chief Financial Officer on an interim basis while the Companies consider internal and external candidates to fill the position.  Anthony Fiore, currently Staff Vice President, Global Tax, will serve as Treasurer on an interim basis, while maintaining his responsibilities overseeing the Companies’ tax departments.  A copy of the press release regarding this announcement is attached as Exhibit 99.1 to this current report and is incorporated by reference herein.

Under the terms of Mr. Siracusa’s separation agreement and release, for one year following his retirement Mr. Siracusa will provide (or make himself available to provide) consulting services, up to 20 hours per month on average, for a total payment of $120,000 plus expenses.  In addition, the Companies will pay him the following amounts, by no later than 30 days following August 31, 2007 and less deductions required by law:  his full bonus for calendar year 2007 of $382,200; $2,869,707 as provided in his change in control agreement with Hertz; long-term incentive plan awards of $300,000 for 2007 and $340,000 for 2008; and $25,000 that Mr. Siracusa may use for outplacement or any other services as he sees fit.  The Companies also agreed to waive certain restrictive covenants in Mr. Siracusa’s change in control agreement, though Mr. Siracusa will continue to be subject to certain restrictive covenants in the separation agreement described below.  The Companies further agreed that Mr. Siracusa and his spouse would continue to be provided health benefits through July 17, 2012. Mr. Siracusa’s stock options (identified in his separation and release agreement) that would have vested in May 2008 and May 2009 will vest on the later of the effective date of Mr. Siracusa’s separation agreement and release and August 31, 2007, and his retirement will be deemed to be a retirement at or after normal retirement age for purposes of all his options.  As a result, all of Mr. Siracusa’s options will remain exercisable for 180 days from the expiration of the Lock-Up Period as defined in the lock-up agreement delivered by Mr. Siracusa to Goldman, Sachs & Co., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters of the June 2007 secondary public offering of Hertz Holdings’ common stock.

Mr. Siracusa released all claims he may have against the Companies, other than claims for accrued and vested retirement benefits, COBRA medical coverage, workers compensation, enforcement of the separation agreement or his change in control agreement or claims with the U.S. Equal Employment Opportunity Commission.  Mr. Siracusa also agreed to customary confidentiality and return-of-property provisions and that for two years following his separation from the Companies, he will not engage in, consult with, advise or assist any business competing with the Companies nor will he retain or attempt to retain the services of any of the Companies’ employees or others providing services to or on behalf of the Companies during the term of his employment.

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Item 7.01  Regulation FD Disclosure.

On August 1, 2007, Hertz Holdings issued a press release (“Earnings Release”) announcing its financial results for the three months ended June 30, 2007.  As described in the Earnings Release, Hertz Holdings will host a conference call for investors to discuss its financial results for the three months ended June 30, 2007 on August 2, 2007.  A copy of the press release is attached as Exhibit 99.2 to this current report and incorporated by reference herein.  Hertz Holdings utilized certain non-GAAP financial measures in the Earnings Release that are detailed in the document attached as Exhibit 99.3 to this current report and incorporated by reference herein.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this report include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  You should not place undue reliance on these statements. Forward-looking statements include information concerning Hertz Holdings’ outlook, anticipated revenues, results of operations and implementation of productivity and efficiency initiatives, including targeted job reductions, and the anticipated savings and restructuring charges expected to be realized or incurred in connection therewith.  These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “forecast” or similar expressions.  These statements are based on certain assumptions that Hertz Holdings has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that Hertz Holdings believes are appropriate in these circumstances.  As you read this report, you should understand that these statements are not guarantees of performance or results.  They involve risks, uncertainties and assumptions. Many factors could affect Hertz Holdings’ actual results and its ability to implement its cost savings and efficiency initiatives successfully, and could cause Hertz Holdings’ actual results to differ materially from those expressed in the forward-looking statements.  Some important factors include: Hertz Holdings’ operations; economic performance; financial condition; management forecasts; efficiencies, cost savings and opportunities to increase productivity and profitability; income and margins; liquidity; anticipated growth; economies of scale; the economy; future economic performance; Hertz Holdings’ ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease); future acquisitions and dispositions; litigation; potential and contingent liabilities; management’s plans; taxes; and refinancing of existing debt.  In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this report might not prove to be accurate and you should not place undue reliance upon them.  All forward-looking statements attributable to Hertz Holdings or persons acting on Hertz Holdings’ behalf are expressly qualified in their entirety by the foregoing cautionary statements.  All such statements speak only as of the date made, and Hertz Holdings undertakes 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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Hertz Holdings cautions you therefore that you should not rely unduly on these forward-looking statements.  You should understand that the risks and uncertainties discussed in “Risk Factors” and elsewhere in Hertz Holdings’ Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the United States Securities and Exchange Commission, or the “SEC,” on March 30, 2007, and its Quarterly Report on Form 10-Q for the three months ended March 31, 2007, as filed with the SEC on May 11, 2007, could affect Hertz Holdings’ future results and the outcome of its implementation of its cost savings and efficiency initiatives, and could cause those results or other outcomes to differ materially from those expressed or implied in Hertz Holdings’ forward-looking statements.

Item 9.01  Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Hertz Holdings dated July 27, 2007.

Exhibit 99.2 Press Release of Hertz Holdings dated August 1, 2007.

Exhibit 99.3 Non-GAAP Measures: Definitions and Use/Importance.

Exhibits 99.1, 99.2 and 99.3 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HERTZ GLOBAL HOLDINGS, INC.
	(Registrant)
	By:	/s/ Paul J. Siracusa
	Name:	Paul J. Siracusa
	Title:	Executive Vice President and
		Chief Financial Officer
Date: August 2, 2007

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EX-99.1

Exhibit 99.1

Press Release

HERTZ ANNOUNCES RETIREMENT OF CHIEF FINANCIAL OFFICER

Paul Siracusa’s retirement to take effect August 31, 2007

Elyse Douglas appointed interim CFO while an internal and external search is conducted

PARK RIDGE, NEW JERSEY, July 27, 2007 — Hertz Global Holdings, Inc. (NYSE: HTZ) today announced that Paul J. Siracusa, Executive Vice President and Chief Financial Officer, has informed the Company that he will retire, effective August 31, 2007.  Elyse Douglas, currently the Company’s Staff Vice President and Treasurer, will serve as CFO on an interim basis while the Company considers internal and external candidates to fill the CFO position.  Anthony Fiore, currently Staff Vice President, Global Tax, will serve as Treasurer on an interim basis, while maintaining his responsibilities overseeing the Company’s tax department. Additionally, Mr. Siracusa has agreed to act in a consulting capacity over the next 12 months.

Ms. Douglas has an extensive finance and accounting background.  She joined Hertz as Treasurer in July 2006.  Prior to joining Hertz, she served as Senior Vice President and Treasurer of Coty Inc. from December 1999 until July 2006, and as Assistant Treasurer of Nabisco from June 1995 until December 1999. She also worked in financial services for 12 years and spent 3 years early in her career in public accounting.  Ms. Douglas graduated with a BS in Accounting from Villanova University, has an MBA from NYU Stern School of Business,

and also is a CPA and CFA.

Mr. Siracusa joined Hertz in 1969, and has served as CFO for the last ten years.  Prior to that appointment, he served as CFO of Hertz Europe and in a number of leadership roles in the finance area of Hertz’s U.S. car rental operations.

“I want to thank Paul for his terrific contribution over a 38 year career at Hertz,” said Mark P. Frissora, Hertz’s Chairman and Chief Executive Officer.  “Over the past 2 years, Paul and his team have done a tremendous job leading Hertz’s transition from a wholly owned subsidiary of Ford Motor Company to a private equity portfolio company and, as of November 2006, to a publicly traded company.  Paul has also provided me and the senior management team with invaluable counsel on a wide range of business issues in this transition period.  I appreciate his support and, on behalf of the senior team, wish him all the best.”

Hertz, the world’s largest general use car rental brand, operates from approximately 7,700 locations in 145 countries worldwide. Hertz is the number one airport car rental brand in the U.S. and at 69 major airports in Europe, operating both corporate and licensee locations in cities and airports in North America, Europe, Latin America, Australia and New Zealand. In addition, the Company has licensee locations in cities and airports in Africa, Asia, and the Middle East.  Operating one of the youngest fleets in the industry, Hertz is committed to offering its customers the most innovative products and services

available that set it apart from its competition, including Hertz #1 Club Gold®, Hertz NeverLost® customized, in-car navigation system, SIRIUS Satellite Radio*, and unique cars and SUVs offered through the company’s Prestige, Fun and Green Collections. Hertz also operates one of the world’s largest equipment rental businesses, Hertz Equipment Rental Corporation, offering a diverse line of equipment to customers ranging from major industrial companies to local contractors and consumers through more than 360 branches in the United States, Canada, France and Spain.

To make car rental reservations or for more information, customers can call their travel agent, or call Hertz toll-free at 1-800-654-3131. Information and reservations are also available on the web at www.hertz.com.

#    #    #

* SIRIUS is a registered trademark of SIRIUS Satellite Radio, Inc.

EX-99.2

Exhibit 99.2

HERTZ REPORTS STRONG SECOND QUARTER OPERATING RESULTS

·Record second quarter revenues of $2.18 billion, up 6.6% compared with the second quarter of 2006.  Record quarterly revenues for worldwide car and equipment rental.

·Adjusted pre-tax income for the quarter of $157.2 million, up 34.7%.

·Adjusted net income of $97.4 million, up 35.7%, or $0.30 adjusted earnings per share, compared with $0.22 in the second quarter of 2006.

·Net corporate debt decreased by $169.0 million during the first six months of 2007, driven by a $627.1 million improvement in six month cash flow over the first half of 2006.

·The Company re-affirms its full year 2007 revenue and earnings guidance.

Park Ridge, NJ (August 1, 2007) — Hertz Global Holdings, Inc. (NYSE:HTZ) (with its subsidiaries, the “Company” or “we”) reported record second quarter 2007 revenues of $2.18 billion, an increase of 6.6% over the same period in 2006.  Worldwide car rental revenues for the quarter were a record $1.74 billion, an increase of 7.5%, while revenues from worldwide equipment rental were a record $433.0 million, up 3.0% over the prior year period.

Adjusted pre-tax income(1), the measurement the Company believes best reflects financial results from ongoing operations and which the Company uses as its segment measure of profitability, for the second quarter of 2007 was $157.2 million, an increase of 34.7% over the second quarter of 2006.  Corporate EBITDA(2) for the quarter was $371.1 million, an 8.6% year-over-year improvement.

Income before income taxes and minority interest was $141.0 million, more than double the $57.3 million of income before income taxes and minority interest earned in the second quarter of 2006.  Total adjustments to reconcile from income before income taxes and minority interest to adjusted pre-tax income for the quarter totaled $16.2 million, as restructuring, purchase accounting charges and non-cash debt expense, among other adjustments, were significantly offset by credits from a change in our vacation policy and a gain on the marking to market of a derivative.(3)

The Company anticipates annualized savings of approximately $165 million from previously announced job reductions, and incurred a $16.7 million restructuring charge in the second quarter of 2007 related to these reductions.  There will be additional restructuring actions taken during 2007 which will be announced when plans are finalized.

Adjusted net income(4) was $97.4 million, an increase of 35.7% compared with the second quarter of 2006, resulting in adjusted earnings per share for the quarter of $0.30, based on

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the pro forma post-IPO diluted number of shares outstanding (324.8 million), compared with adjusted earnings per share of $0.22 in the prior year period.  Net income for the quarter was $83.7 million, or $0.26 per share on a fully diluted basis, compared with net income of $17.8 million, or $0.08 per share on a fully diluted basis, in the same period last year.

INCOME MEASUREMENTS, SECOND QUARTER 2007 & 2006(5)

	Q2 2007								Q2 2006
(in millions, except per share amounts)	Pre-tax Income			Net Income			Fully Diluted Earnings Per Share		Pre-tax Income		Net Income			Fully Diluted Earnings Per Share
Earnings Measures, as reported (EPS based on 327.6M and 230.6M shares)	$	141.0		$	83.7		$	0.26	$	57.3	$	17.8		$	0.08
Adjustments:
Purchase accounting	22.6								20.1
Non-cash interest	4.1								23.5
Mark-to-market adjustment	(10.2		)						15.0
Restructuring charges	16.7								—
Vacation accrual adjustment	(19.6		)						—
Other	2.6								0.8
Adjusted Pre-Tax Income	157.2			157.2					116.7		116.7
Assumed provision for income taxes at 35%				(55.0		)					(40.8		)
Minority interest				(4.8		)					(4.1		)
Earnings Measures, as adjusted (EPS based on pro forma fully diluted post-IPO shares of 324.8M)	$	157.2		$	97.4		$	0.30	$	116.7	$	71.8		$	0.22

The Company generated strong cash flows during the second quarter of 2007, with net corporate debt(6) decreasing from $4.41 billion as of March 31, 2007 to $4.37 billion as of June 30, 2007, and compared with $5.28 billion as of June 30, 2006.  Levered after-tax cash flows after fleet growth(6) for the second quarter of 2007 were $46.1 million, compared with a use of funds of $403.0 million in the prior year period.  The improvement is due primarily to better working capital management, lower investments in worldwide equipment rental fleet, lower net investment in car rental fleet assets, and higher earnings.  Levered after-tax cash flows after fleet growth were $169.0 million for the first six months of 2007, a $627.1 million year-over-year improvement in six month cash flows.   The change in cash flows for the first six months of the year is attributable to the same factors that affected cash flows during the second quarter.

Mark P. Frissora, the Company’s Chairman and Chief Executive Officer, said “Hertz achieved strong second quarter operating results due to a combination of revenue growth, particularly off-airport in the United States, and strong cost management, with direct

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operating expenses decreasing by almost two percentage points of revenue compared with the second quarter of 2006. Equipment rental volume in the second quarter was affected by slower growth in some segments of the U.S. non-residential construction market, but HERC nevertheless generated record revenues, profits and improved margins in the second quarter, and we see evidence of demand improvement in the current quarter.”

WORLDWIDE CAR RENTAL

Worldwide car rental revenues were a record $1.74 billion for the second quarter of 2007, an increase of 7.5% over the prior year period.  Transaction days for the quarter improved 5.3% [5.1% U.S.; 5.9% International] reflecting growth in both the airport and off-airport business in the U.S. and Europe.  Rental rate revenue per transaction day(6) for the quarter was (0.7%) below the prior year period [(1.6%) U.S.; 1.1% International].  Pricing in the United States continues to be influenced by profitable, double-digit transaction day growth in the Company’s off-airport market, including insurance replacement business, which exhibits lower price characteristics and also lower vehicle, transaction and real estate cost characteristics, combined with longer rental lengths.  Also, the insurance replacement business is subject to less economic and seasonal volatility than the airport business.  Finally, our corporate accounts, which represent about 30% of total revenue, experienced an average price increase for contract renewals during the second quarter of 3%.

Adjusted pre-tax income for the second quarter of 2007 was $153.1 million, an improvement of 35.6% over the prior year period.  The result was driven by transaction day improvement and a 1.1 percentage point (54.7% v 55.8%) improvement in direct operating expenses as a percentage of revenues compared with the second quarter of 2006.

The worldwide average number of Company-operated cars for the second quarter of 2007 was 473,000, an increase of 7.9% over the prior year period, reflecting current year volume increases to meet rental demand.

WORLDWIDE EQUIPMENT RENTAL

Worldwide equipment rental revenues were a record $433.0 million for the second quarter of 2007, a 3.0% increase over the prior year period, while pricing increased 0.5%.  Slower growth in certain segments of the U.S. non-residential construction market continues to offset otherwise strong year-over-year revenue growth in other sectors of the diversified U.S. equipment rental industry, especially the industrial market.

Adjusted pre-tax income for the second quarter of 2007 was $96.7 million, another record, and a 10.0% improvement over the second quarter of 2006, attributable to revenue growth and a 2.3 percentage point decrease (47.6% v 49.9%) in direct operating expenses as a percentage of revenue, as well as lower fleet purchases, reflecting recent volume patterns.

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The average acquisition cost of rental equipment operated during the second quarter of 2007 increased by 7.3% to $3.21 billion, and net revenue earning equipment as of June 30, 2007 was $2.58 billion, a 4.4% increase over the amount as of June 30, 2006.

OUTLOOK

The Company re-affirms its revenue, adjusted pre-tax income, Corporate EBITDA, adjusted net income and adjusted net income per share guidance provided in its earnings announcement dated April 26, 2007.  The Company forecasts worldwide revenue of between $8.5 billion to $8.6 billion, an increase of between 5% to 7%.  The Company affirms earlier guidance for adjusted pre-tax income in the range of $600 million to $630 million, an increase of between 23% and 29%, Corporate EBITDA in the range of $1.54 billion to $1.57 billion, an increase of  between 12% to 14%, and adjusted net income of $372 million to $395 million, an increase of between 24% to 32%, or $1.15 to $1.22 per share, based on the pro forma post-IPO diluted number of shares outstanding (324.8 million).(5)

RESULTS OF THE HERTZ CORPORATION

The Company’s operating subsidiary, The Hertz Corporation (“Hertz”), posted the same revenues for the second quarter as the Company.   The second quarter of 2007 income before income taxes and minority interest and net income of Hertz were, however, slightly higher than those of the Company primarily because of costs incurred in connection with the secondary offering of the Company’s common stock in June 2007.

(1)Adjusted pre-tax income, a non-GAAP measure of profitability, represents income before income taxes and minority interest plus non-cash purchase accounting charges, non-cash debt charges relating to the amortization of debt financing costs and debt discounts and certain other one-time or non-operational items.  See the accompanying reconciliations.

(2)Corporate EBITDA, a non-GAAP measure of profitability, consists of earnings before net interest expense (other than interest expense relating to certain car rental fleet financing), income taxes, depreciation (other than depreciation related to the car rental fleet), amortization and certain other items specified in the credit agreements governing the Company’s credit facilities.  See the accompanying reconciliations.

(3)Adjustments in the second quarter of 2007 included costs incurred in connection with the secondary offering of the Company’s common stock in June 2007.   These costs are reflected in “Selling, General and Administrative Expense.”

(4)Adjusted net income, a non-GAAP measure of profitability, represents the adjusted pre-tax amount less a provision for income taxes derived utilizing a normalized income tax rate (35%) and minority interest.  See the accompanying reconciliations.

(5)Management believes that adjusted pre-tax income, Corporate EBITDA and adjusted net income are useful in measuring the comparable results of the Company period-over-period.   The GAAP measures most directly comparable to each of adjusted pre-tax income, Corporate EBITDA and

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adjusted net income are income before income taxes and minority interest (“pre-tax income”), cash flows from operating activities and net income.  Because of the forward-looking nature of the Company’s forecasted adjusted pre-tax income,  Corporate EBITDA and adjusted net income, specific quantifications of the amounts that would be required to reconcile forecasted pre-tax, cash flows from operating activities and net income to forecasted adjusted pre-tax income, Corporate EBITDA and adjusted net income are not available.  The Company believes that providing estimates of the amounts that would be required to reconcile the range of these forecasted non-GAAP measures to forecasted pre-tax, cash flows from operating activities and net income would imply a degree of precision that could be confusing or misleading to investors.

(6)Net corporate debt, levered after-tax cash flows after fleet growth and rental rate revenue per transaction day are non-GAAP measures.  See the accompanying reconciliations.

CONFERENCE CALL INFORMATION

The Hertz Global Holdings, Inc. second quarter 2007 earnings conference call will be held on Thursday, August 2, 2007, at 10:00 a.m. (EDT). To access the conference call live, dial 800-230-1092 (U.S.) or 612-332-0228 (International) using the pass code 880034 or listen via webcast at www.hertz.com/investorrelations.  The conference call will be available through August 9, 2007 by calling 800-475-6701 (U.S.) or 320-365-3844 (International) using the pass code 880034.  The press release and related tables containing the reconciliations of non-GAAP measures will be available on our website, www.hertz.com/investorrelations.

ABOUT THE COMPANY

Hertz, the world’s largest general use car rental brand, operates from approximately 7,700 locations in 145 countries worldwide. Hertz is the number one airport car rental brand in the United States and at 69 major airports in Europe as well as the only car rental company with corporate and licensee locations in Africa, Asia, Australia, Latin America and North America. Product and service initiatives such as Hertz #1 Club Gold, NeverLost customized, onboard navigation systems, SIRIUS Satellite Radio, and unique cars and SUVs offered through Hertz’s Prestige, Fun and Green collections, set Hertz apart from the competition. Hertz also operates one of the largest equipment rental companies in the United States and Canada combined, with corporate locations in France and Spain.  Hertz Global Holdings, Inc. is the corporate parent of Hertz.

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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on these statements. Forward-looking statements include information concerning the Company’s outlook, anticipated revenues, results of operations and implementation of productivity and efficiency initiatives, including targeted job reductions, and the anticipated savings and restructuring charges expected to be realized or incurred in connection therewith. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “forecast” or similar expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that the Company believes are appropriate in these circumstances. As you read this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Many factors could affect the Company’s actual results and its ability to implement its cost savings and efficiency initiatives successfully, and could cause the Company’s actual results to differ materially from those expressed in the forward-looking statements. Some important factors include: the Company’s operations; economic performance; financial condition; management forecasts; efficiencies, cost savings and opportunities to increase productivity and profitability; income and margins; liquidity; anticipated growth; economies of scale; the economy; future economic performance; the Company’s ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease); future acquisitions and dispositions; litigation; potential and contingent liabilities; management’s plans; taxes; and refinancing of existing debt. In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this press release might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The Company cautions you therefore that you should not rely unduly on these forward-looking statements. You should understand the risks and uncertainties discussed in “Risk Factors” and elsewhere in the Company’s 2006 Annual Report on
Form 10-K for the fiscal year ended December 31, 2006, as filed with the United States Securities and Exchange Commission, or the “SEC,” on March 30, 2007, and its Quarterly Report on Form 10-Q for the three months ended March 31, 2007, as filed with the SEC on May 11, 2007, could affect the Company’s future results and the outcome of its implementation of its cost savings and efficiency initiatives, and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements.

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Attachments:

Table 1:	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006
Table 2:	Condensed Consolidated Statements of Operations As Reported and As Adjusted for the Three and Six Months Ended June 30, 2007 and 2006
Table 3:	Segment Information for the Three and Six Months Ended June 30, 2007 and 2006
Table 4:	Selected Operating and Financial Data as of or for the Three and Six Months Ended June 30, 2007
Table 5:	Non-GAAP Reconciliations of Adjusted Pre-Tax Income (Loss) and Adjusted Net Income (Loss) for the Three and Six Months Ended June 30, 2007 and 2006
Table 6:	Non-GAAP Reconciliations of EBITDA, Corporate EBITDA, Unlevered Pre-Tax Cash Flow, Levered After-Tax Cash Flow before Fleet Growth and Levered After-Tax Cash Flow after Fleet Growth for the Three and Six Months Ended June 30, 2007 and 2006
Table 7:	Non-GAAP Reconciliations of Operating Cash Flows to EBITDA, Net Corporate Debt, Net Fleet Debt, Car Rental Rate Revenue per Transaction Day and Equipment Rental and Rental Related Revenue for the Three and Six Months Ended June 30, 2007 and 2006
Table 8:	Non-GAAP Reconciliations of Revenues and Adjusted Pre-Tax Income (Loss) for the Twelve Months Ended June 30, 2007 and September, 30, 2006

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Table 1

HERTZ GLOBAL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
Unaudited

	Three Months Ended						As a Percent
	June 30,						of Total Revenues
	2007			2006			2007		2006
Total revenues	$	2,175.7		$	2,040.6		100.0	%	100.0	%
Expenses:
Direct operating	1,164.7			1,137.3			53.5	%	55.7	%
Depreciation of revenue earning equipment	496.1			436.2			22.8	%	21.4	%
Selling, general and administrative	182.4			197.2			8.4	%	9.7	%
Interest, net of interest income	191.5			212.6			8.8	%	10.4	%
Total expenses	2,034.7			1,983.3			93.5	%	97.2	%
Income before income taxes and minority interest	141.0			57.3			6.5	%	2.8	%
Provision for taxes on income	(52.5		)	(35.4		)	(2.4	)%	(1.7	)%
Minority interest	(4.8		)	(4.1		)	(0.2	)%	(0.2	)%
Net income	$	83.7		$	17.8		3.9	%	0.9	%
Weighted average number of shares outstanding:
Basic	320.9			230.6
Diluted	327.6			230.6
Earnings per share:
Basic	$	0.26		$	0.08
Diluted	$	0.26		$	0.08

	Six Months Ended						As a Percent
	June 30,						of Total Revenues
	2007			2006			2007		2006
Total revenues	$	4,097.2		$	3,827.2		100.0	%	100.0	%
Expenses:
Direct operating	2,279.0			2,207.4			55.6	%	57.7	%
Depreciation of revenue earning equipment	963.9			843.5			23.5	%	22.0	%
Selling, general and administrative	382.8			359.4			9.4	%	9.4	%
Interest, net of interest income	421.1			422.9			10.3	%	11.0	%
Total expenses	4,046.8			3,833.2			98.8	%	100.1	%
Income (loss) before income taxes and minority interest	50.4			(6.0		)	1.2	%	(0.1	)%
Provision for taxes on income	(20.4		)	(18.1		)	(0.5	)%	(0.5	)%
Minority interest	(8.9		)	(7.3		)	(0.2	)%	(0.2	)%
Net income (loss)	$	21.1		$	(31.4	)	0.5	%	(0.8	)%
Weighted average number of shares outstanding:
Basic	320.8			230.1
Diluted	324.1			230.1
Earnings (loss) per share:
Basic	$	0.07		$	(0.14	)
Diluted	$	0.07		$	(0.14	)

Table 2

HERTZ GLOBAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

Unaudited

	Three Months Ended June 30, 2007
	As						As
	Reported			Adjustments			Adjusted
Total revenues	$	2,175.7		$	—		$	2,175.7
Expenses:
Direct operating	1,164.7			(14.0		)(a)	1,150.7
Depreciation of revenue earning equipment	496.1			(4.2		)(b)	491.9
Selling, general and administrative	182.4			6.1		(c)	188.5
Interest, net of interest income	191.5			(4.1		)(d)	187.4
Total expenses	2,034.7			(16.2		)	2,018.5
Income before income taxes and minority interest	141.0			16.2			157.2
Provision for taxes on income	(52.5		)	(2.5		)(e)	(55.0		)
Minority interest	(4.8		)	—			(4.8		)
Net income	$	83.7		$	13.7		$	97.4

	Three Months Ended June 30, 2006
	As						As
	Reported			Adjustments			Adjusted
Total revenues	$	2,040.6		$	—		$	2,040.6
Expenses:
Direct operating	1,137.3			(19.0		)(a)	1,118.3
Depreciation of revenue earning equipment	436.2			(0.9		)(b)	435.3
Selling, general and administrative	197.2			(15.8		)(c)	181.4
Interest, net of interest income	212.6			(23.7		)(d)	188.9
Total expenses	1,983.3			(59.4		)	1,923.9
Income before income taxes and minority interest	57.3			59.4			116.7
Provision for taxes on income	(35.4		)	(5.4		)(e)	(40.8		)
Minority interest	(4.1		)	—			(4.1		)
Net income	$	17.8		$	54.0		$	71.8

	Six Months Ended June 30, 2007
	As						As
	Reported			Adjustments			Adjusted
Total revenues	$	4,097.2		$	—		$	4,097.2
Expenses:
Direct operating	2,279.0			(45.5		)(a)	2,233.5
Depreciation of revenue earning equipment	963.9			(8.5		)(b)	955.4
Selling, general and administrative	382.8			(16.4		)(c)	366.4
Interest, net of interest income	421.1			(52.5		)(d)	368.6
Total expenses	4,046.8			(122.9		)	3,923.9
Income before income taxes and minority interest	50.4			122.9			173.3
Provision for taxes on income	(20.4		)	(40.3		)(e)	(60.7		)
Minority interest	(8.9		)	—			(8.9		)
Net income	$	21.1		$	82.6		$	103.7

	Six Months Ended June 30, 2006
	As						As
	Reported			Adjustments			Adjusted
Total revenues	$	3,827.2		$	—		$	3,827.2
Expenses:
Direct operating	2,207.4			(38.9		)(a)	2,168.5
Depreciation of revenue earning equipment	843.5			(2.8		)(b)	840.7
Selling, general and administrative	359.4			(16.5		)(c)	342.9
Interest, net of interest income	422.9			(52.9		)(d)	370.0
Total expenses	3,833.2			(111.1		)	3,722.1
Income (loss) before income taxes and minority interest	(6.0		)	111.1			105.1
Provision for taxes on income	(18.1		)	(18.7		)(e)	(36.8		)
Minority interest	(7.3		)	—			(7.3		)
Net income (loss)	$	(31.4	)	$	92.4		$	61.0

(a)Represents the increase in amortization of other intangible assets, depreciation of property and equipment and accretion of certain revalued liabilities relating to purchase accounting.  For the three and six months ended June 30, 2007, also includes restructuring charges of $12.0 million and $24.9 million, respectively.  For the three and six months ended June 30, 2007, also includes $16.1 million relating to the vacation accrual adjustment.

(b)Represents the increase in depreciation of revenue earning equipment based upon their revaluation relating to purchase accounting.

(c)Represents the increase in depreciation of property and equipment relating to purchase accounting and CEO transition payments.  For the three and six months ended June 30, 2007, also includes restructuring charges of $4.7 million and $24.4 million, respectively.  For the three and six months ended June 30, 2007, also includes $3.4 million relating to the vacation accrual adjustment, $10.2 million unrealized gain on derivative and $2.0 million of secondary offering costs.  For the three and six months ended June 30, 2006, includes losses on the mark to market of the Euro-denominated debt of $15.0 million and $21.5 million, respectively.  On October 1, 2006, we designated this Euro-denominated debt as an effective net investment hedge of our Euro-denominated net investment in our foreign operations, as such we will no longer incur unrealized exchange transaction gains or losses in our consolidated statement of operations.  For the six months ended June 30, 2006, also includes a $6.6 million gain on the sale of a swap derivative.

(d)Represents non-cash debt charges relating to the amortization of debt financing costs and debt discount.  For the three months ended June 30, 2007, also includes $12.8 million associated with the reversal of the ineffectiveness of our interest rate swaps originally recorded in the three months ended March 31, 2007 and for the three months ended March 31, 2007 and the six months ended June 30, 2007, includes the write off of $16.1 million of unamortized debt costs associated with a debt modification.

(e)Represents a provision for income taxes derived utilizing a normalized income tax rate (35%).

Table 3

HERTZ GLOBAL HOLDINGS, INC.

SEGMENT INFORMATION

(In millions, except per share amounts)

Unaudited

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenues:
Car Rental	$	1,740.3		$	1,618.2		$	3,270.0		$	3,039.8
Equipment Rental	433.0			420.5			822.9			783.6
Corporate and Other	2.4			1.9			4.3			3.8
	$	2,175.7		$	2,040.6		$	4,097.2		$	3,827.2
Depreciation of property and equipment:
Car Rental	$	33.8		$	38.0		$	68.0		$	76.5
Equipment Rental	9.9			10.0			19.8			19.7
Corporate and Other	1.6			1.9			3.2			3.3
	$	45.3		$	49.9		$	91.0		$	99.5
Amortization of other intangible assets:
Car Rental	$	7.3		$	7.3		$	14.6		$	14.7
Equipment Rental	8.1			8.1			16.2			16.1
Corporate and Other	—			—			—			—
	$	15.4		$	15.4		$	30.8		$	30.8
Income (loss) before income taxes and minority interest:
Car Rental	$	145.5		$	89.4		$	128.7		$	78.3
Equipment Rental	83.8			71.3			129.8			105.8
Corporate and Other	(88.3		)	(103.4		)	(208.1		)	(190.1		)
	$	141.0		$	57.3		$	50.4		$	(6.0	)
Corporate EBITDA:
Car Rental	$	187.9		$	159.0		$	260.9		$	222.2
Equipment Rental	201.9			186.5			376.4			332.6
Corporate and Other	(18.7		)	(3.8		)	(28.5		)	(23.1		)
	$	371.1		$	341.7		$	608.8		$	531.7
Adjusted pre-tax income (loss):
Car Rental	$	153.1		$	112.9		$	190.0		$	130.4
Equipment Rental	96.7			87.9			162.3			141.2
Corporate and Other	(92.6		)	(84.1		)	(179.0		)	(166.5		)
	$	157.2		$	116.7		$	173.3		$	105.1
Adjusted net income (loss):
Car Rental	$	99.5		$	73.4		$	123.5		$	84.8
Equipment Rental	62.9			57.1			105.5			91.7
Corporate and Other	(65.0		)	(58.7		)	(125.3		)	(115.5		)
	$	97.4		$	71.8		$	103.7		$	61.0
Pro forma post-IPO diluted number of shares outstanding	324.8			324.8			324.8			324.8
Adjusted diluted earnings per share	$	0.30		$	0.22		$	0.32		$	0.19

Table 4

HERTZ GLOBAL HOLDINGS, INC.

SELECTED OPERATING AND FINANCIAL DATA

	Three			Percent		Six			Percent
	Months			change		Months			change
	Ended, or as			from		Ended, or as			from
	of June 30,			prior year		of June 30,			prior year
	2007			period		2007			period
Selected Car Rental Operating Data
Worldwide number of transactions (in thousands)	7,642			4.4	%	14,307			4.2	%
Domestic	5,744			5.1	%	10,817			4.2	%
International	1,898			2.5	%	3,490			4.2	%
Worldwide transaction days (in thousands)	32,820			5.3	%	61,756			4.8	%
Domestic	22,990			5.1	%	43,836			4.2	%
International	9,830			5.9	%	17,920			6.2	%
Worldwide rental rate revenue per transaction day (a)	$	44.18		(0.7	)%	$	44.43		(0.4	)%
Domestic	$	42.50		(1.6	)%	$	43.40		(0.9	)%
International (b)	$	48.12		1.1	%	$	46.96		0.7	%
Worldwide average number of company-operated cars during period	473,000			7.9	%	448,200			6.6	%
Domestic	326,100			8.6	%	314,300			6.8	%
International	146,900			6.4	%	133,900			6.1	%
Worldwide revenue earning equipment, net (in millions)	$	9,219.1		2.9	%	$	9,219.1		2.9	%
Selected Worldwide Equipment Rental Operating Data
Rental and rental related revenue (in millions) (a)(b)	$	378.9		3.2	%	$	726.9		5.6	%
Same store revenue growth (a)	1.2		%	(94.7	)%	3.1		%	(87.5	)%
Average acquisition cost of rental equipment operated during period (in millions)	$	3,210.0		7.3	%	$	3,156.4		9.6	%
Revenue earning equipment, net (in millions)	$	2,575.8		4.4	%	$	2,575.8		4.4	%
Other Financial Data (in millions)
Cash flows provided by operating activities	$	1,077.7		19.5	%	$	2,202.5		4.6	%
Levered after-tax cash flow before fleet growth (a)	356.9			139.2	%	796.4			55.7	%
Levered after-tax cash after fleet growth (a)	46.1			N/M		169.0			N/M
EBITDA (a)	884.5			15.3	%	1,548.3			11.9	%
Corporate EBITDA (a)	371.1			8.6	%	608.8			14.5	%

Selected Balance Sheet Data (in millions)

	June 30,		December 31,
	2007		2006
Cash and equivalents	$	401.6	$	674.5
Total revenue earning equipment, net	11,794.9		9,805.5
Total assets	19,852.4		18,677.4
Total debt	12,452.5		12,276.2
Net corporate debt (a)	4,368.3		4,537.3
Net fleet debt (a)	7,470.4		6,511.9
Stockholders’ equity	2,633.9		2,534.6

(a) Represents a non-GAAP measure, see the accompanying reconciliations and definitions.

(b) Based on 12/31/06 foreign exchange rates.

Table 5

HERTZ GLOBAL HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP EARNINGS MEASURES

(In millions, except per share amounts)

ADJUSTED PRE-TAX INCOME (LOSS) AND  ADJUSTED NET INCOME (LOSS)

	Three Months Ended June 30, 2007
	Car			Equipment			Corporate
	Rental			Rental			and Other			Total
Total revenues:	$	1,740.3		$	433.0		$	2.4		$	2,175.7
Expenses:
Direct operating and selling, general and administrative	1,080.0			245.5			21.6			1,347.1
Depreciation of revenue earning equipment	426.9			69.2			—			496.1
Interest, net of interest income	87.9			34.5			69.1			191.5
Total expenses	1,594.8			349.2			90.7			2,034.7
Income (loss) before income taxes and minority interest	145.5			83.8			(88.3		)	141.0
Adjustments:
Purchase accounting (a):
Direct operating and selling, general and administrative	9.1			8.7			0.5			18.3
Depreciation of revenue earning equipment	(0.8		)	5.1			—			4.3
Non-cash debt charges (b)	(1.5		)	2.7			2.9			4.1
Restructuring charges (c)	14.7			1.2			0.8			16.7
Vacation accrual adjustment (c)	(13.9		)	(4.8		)	(0.9		)	(19.6		)
Unrealized gain on derivative (c)	—			—			(10.2		)	(10.2		)
Secondary offering costs (c)	—			—			2.0			2.0
CEO transition costs (c)	—			—			0.6			0.6
Adjusted pre-tax income (loss)	153.1			96.7			(92.6		)	157.2
Assumed (provision) benefit for income taxes of 35%	(53.6		)	(33.8		)	32.4			(55.0		)
Minority interest	—			—			(4.8		)	(4.8		)
Adjusted net income (loss)	$	99.5		$	62.9		$	(65.0	)	$	97.4
Pro forma post-IPO diluted number of shares outstanding										324.8
Adjusted diluted earnings per share										$	0.30

	Three Months Ended June 30, 2006
	Car			Equipment			Corporate
	Rental			Rental			and Other			Total
Total revenues:	$	1,618.2		$	420.5		$	1.9		$	2,040.6
Expenses:
Direct operating and selling, general and administrative	1,053.0			252.1			29.4			1,334.5
Depreciation of revenue earning equipment	371.0			65.2			—			436.2
Interest, net of interest income	104.8			31.9			75.9			212.6
Total expenses	1,528.8			349.2			105.3			1,983.3
Income (loss) before income taxes and minority interest	89.4			71.3			(103.4		)	57.3
Adjustments:
Purchase accounting (a):
Direct operating and selling, general and administrative	9.9			8.8			0.5			19.2
Depreciation of revenue earning equipment	(5.0		)	5.9			—			0.9
Non-cash debt charges (b)	18.6			1.9			3.0			23.5
CEO transition costs (c)	—			—			0.6			0.6
Mark-to-market Euro-denominated debt (d)	—			—			15.0			15.0
Interest on HGH debt	—			—			0.2			0.2
Adjusted pre-tax income (loss)	112.9			87.9			(84.1		)	116.7
Assumed (provision) benefit for income taxes of 35%	(39.5		)	(30.8		)	29.5			(40.8		)
Minority interest	—			—			(4.1		)	(4.1		)
Adjusted net income (loss)	$	73.4		$	57.1		$	(58.7	)	$	71.8
Pro forma post-IPO diluted number of shares outstanding										324.8
Adjusted diluted earnings per share										$	0.22

	Six Months Ended June 30, 2007
	Car			Equipment			Corporate
	Rental			Rental			and Other			Total
Total revenues:	$	3,270.0		$	822.9		$	4.3		$	4,097.2
Expenses:
Direct operating and selling, general and administrative	2,125.3			482.4			54.1			2,661.8
Depreciation of revenue earning equipment	822.8			141.1			—			963.9
Interest, net of interest income	193.2			69.6			158.3			421.1
Total expenses	3,141.3			693.1			212.4			4,046.8
Income (loss) before income taxes and minority interest	128.7			129.8			(208.1		)	50.4
Adjustments:
Purchase accounting (a):
Direct operating and selling, general and administrative	18.7			17.5			0.9			37.1
Depreciation of revenue earning equipment	(2.7		)	11.3			—			8.6
Non-cash debt charges (b)	24.8			5.5			22.2			52.5
Restructuring charges (c)	34.4			3.0			11.9			49.3
Vacation accrual adjustment (c)	(13.9		)	(4.8		)	(0.9		)	(19.6		)
Unrealized gain on derivative (c)	—			—			(10.2		)	(10.2		)
Secondary offering costs (c)	—			—			2.0			2.0
CEO transition costs (c)	—			—			3.2			3.2
Adjusted pre-tax income (loss)	190.0			162.3			(179.0		)	173.3
Assumed (provision) benefit for income taxes of 35%	(66.5		)	(56.8		)	62.6			(60.7		)
Minority interest	—			—			(8.9		)	(8.9		)
Adjusted net income (loss)	$	123.5		$	105.5		$	(125.3	)	$	103.7
Pro forma post-IPO diluted number of shares outstanding										324.8
Adjusted diluted earnings per share										$	0.32

	Six Months Ended June 30, 2006
	Car			Equipment			Corporate
	Rental			Rental			and Other			Total
Total revenues:	$	3,039.8		$	783.6		$	3.8		$	3,827.2
Expenses:
Direct operating and selling, general and administrative	2,036.1			487.6			43.1			2,566.8
Depreciation of revenue earning equipment	716.6			126.9			—			843.5
Interest, net of interest income	208.8			63.3			150.8			422.9
Total expenses	2,961.5			677.8			193.9			3,833.2
Income (loss) before income taxes and minority interest	78.3			105.8			(190.1		)	(6.0		)
Adjustments:
Purchase accounting (a):
Direct operating and selling, general and administrative	20.7			17.5			1.1			39.3
Depreciation of revenue earning equipment	(9.3		)	12.1			—			2.8
Non-cash debt charges (b)	40.7			5.8			6.2			52.7
CEO transition costs (c)	—			—			1.2			1.2
Gain on sale of swap derivative (c)	—			—			(6.6		)	(6.6		)
Mark-to-market Euro-denominated debt (d)	—			—			21.5			21.5
Interest on HGH debt	—			—			0.2			0.2
Adjusted pre-tax income (loss)	130.4			141.2			(166.5		)	105.1
Assumed (provision) benefit for income taxes of 35%	(45.6		)	(49.5		)	58.3			(36.8		)
Minority interest	—			—			(7.3		)	(7.3		)
Adjusted net income (loss)	$	84.8		$	91.7		$	(115.5	)	$	61.0
Pro forma post-IPO diluted number of shares outstanding										324.8
Adjusted diluted earnings per share										$	0.19

(a)Includes the purchase accounting effects of the acquisition of all of Hertz’s common stock on December 21, 2005, on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers’ compensation and public liability and property damages liabilities.

(b)Non-cash debt charges represents the amortization of deferred financing costs and debt discount.  For the three months ended June 30, 2007, also includes $12.8 million associated with the reversal of the ineffectiveness of our interest rates swaps originally recorded in the three months ended March 31, 2007 and for the three months ended March 31, 2007 and the six months ended June 30, 2007, includes the write off of $16.1 million of unamortized debt costs associated with a debt modification.

(c)Amounts are included within direct operating and selling, general and administrative expense in our statement of operations.

(d)Represents unrealized losses on currency translation of Euro denominated debt, which are included within selling, general and administrative expense in our statement of operations. On October 1, 2006, we designated this Euro-denominated debt as an effective net investment hedge of our Euro-denominated net investment in our foreign operations, as  such we will no longer incur unrealized exchange transaction gains or losses in our consolidated statement of operations.

Table 6

HERTZ GLOBAL HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP EARNINGS MEASURES
(In millions)

EBITDA, CORPORATE EBITDA, UNLEVERED PRE-TAX CASH FLOW,
LEVERED AFTER-TAX CASH FLOW BEFORE  FLEET GROWTH AND AFTER FLEET GROWTH

	Three Months Ended June 30, 2007
	Car			Equipment			Corporate
	Rental			Rental			and Other			Total
Income (loss) before income taxes and minority interest	$	145.5		$	83.8		$	(88.3	)	$	141.0
Depreciation and amortization	468.0			87.2			1.6			556.8
Interest, net of interest income	87.9			34.5			69.1			191.5
Minority interest	—			—			(4.8		)	(4.8		)
EBITDA	701.4			205.5			(22.4		)	884.5
Adjustments:
Car rental fleet interest	(85.4		)	—			—			(85.4		)
Car rental fleet depreciation	(426.9		)	—			—			(426.9		)
Non-cash expenses and charges (a)	(2.0		)	—			1.2			(0.8		)
Extraordinary, unusual or non-recurring gains and losses (b)	0.8			(3.6		)	2.5			(0.3		)
Corporate EBITDA	$	187.9		$	201.9		$	(18.7	)	371.1
Equipment rental maintenance capital expenditures, net										(61.6		)
Non-fleet capital expenditures, net										(52.9		)
Changes in working capital										192.0
Changes in other assets and liabilities										10.7
Unlevered pre-tax cash flow (c)										459.3
Corporate net cash interest										(97.8		)
Corporate cash taxes										(4.6		)
Levered after-tax cash flow before fleet growth (c)										356.9
Equipment rental fleet growth capital expenditures										(162.5		)
Car rental net fleet equity requirement										(148.3		)
Levered after-tax cash flow after fleet growth (c)										$	46.1

	Three Months Ended June 30, 2006
	Car			Equipment		Corporate
	Rental			Rental		and Other			Total
Income (loss) before income taxes and minority interest	$	89.4		$	71.3	$	(103.4	)	$	57.3
Depreciation and amortization	416.3			83.3		1.9			501.5
Interest, net of interest income	104.8			31.9		75.9			212.6
Minority interest	—			—		(4.1		)	(4.1		)
EBITDA	610.5			186.5		(29.7		)	767.3
Adjustments:
Car rental fleet interest	(98.3		)	—		—			(98.3		)
Car rental fleet depreciation	(371.0		)	—		—			(371.0		)
Non-cash expenses and charges (a)	17.8			—		24.4			42.2
Extraordinary, unusual or non-recurring gains and losses (b)	—			—		0.6			0.6
Sponsors’ fees	—			—		0.9			0.9
Corporate EBITDA	$	159.0		$	186.5	$	(3.8	)	341.7
Equipment rental maintenance capital expenditures, net									(56.5		)
Non-fleet capital expenditures, net									(62.4		)
Changes in working capital									34.8
Changes in other assets and liabilities									7.7
Unlevered pre-tax cash flow (c)									265.3
Corporate net cash interest									(107.3		)
Corporate cash taxes									(8.8		)
Levered after-tax cash flow before fleet growth (c)									149.2
Equipment rental fleet growth capital expenditures									(279.1		)
Car rental net fleet equity requirement									(273.1		)
Levered after-tax cash flow after fleet growth (c)									$	(403.0	)

	Six Months Ended June 30, 2007
	Car			Equipment			Corporate
	Rental			Rental			and Other			Total
Income (loss) before income taxes and minority interest	$	128.7		$	129.8		$	(208.1	)	$	50.4
Depreciation and amortization	905.4			177.1			3.2			1,085.7
Interest, net of interest income	193.2			69.6			158.3			421.1
Minority interest	—			—			(8.9		)	(8.9		)
EBITDA	1,227.3			376.5			(55.5		)	1,548.3
Adjustments:
Car rental fleet interest	(188.2		)	—			—			(188.2		)
Car rental fleet depreciation	(822.8		)	—			—			(822.8		)
Non-cash expenses and charges (a)	24.1			1.7			10.8			36.6
Extraordinary, unusual or non-recurring gains and losses (b)	20.5			(1.8		)	16.2			34.9
Corporate EBITDA	$	260.9		$	376.4		$	(28.5	)	608.8
Equipment rental maintenance capital expenditures, net										(124.2		)
Non-fleet capital expenditures, net										(84.2		)
Changes in working capital										638.0
Changes in other assets and liabilities										(33.5		)
Unlevered pre-tax cash flow (c)										1,004.9
Corporate net cash interest										(200.7		)
Corporate cash taxes										(7.8		)
Levered after-tax cash flow before fleet growth (c)										796.4
Equipment rental fleet growth capital expenditures										(154.8		)
Car rental net fleet equity requirement										(472.6		)
Levered after-tax cash flow after fleet growth (c)										$	169.0

	Six Months Ended June 30, 2006
	Car			Equipment		Corporate
	Rental			Rental		and Other			Total
Income (loss) before income taxes and minority interest	$	78.3		$	105.8	$	(190.1	)	$	(6.0	)
Depreciation and amortization	807.8			162.7		3.3			973.8
Interest, net of interest income	208.8			63.3		150.8			422.9
Minority interest	—			—		(7.3		)	(7.3		)
EBITDA	1,094.9			331.8		(43.3		)	1,383.4
Adjustments:
Car rental fleet interest	(196.3		)	—		—			(196.3		)
Car rental fleet depreciation	(716.6		)	—		—			(716.6		)
Non-cash expenses and charges (a)	40.2			0.8		23.9			64.9
Extraordinary, unusual or non-recurring gains and losses (b)	—			—		(5.4		)	(5.4		)
Sponsors’ fees	—			—		1.7			1.7
Corporate EBITDA	$	222.2		$	332.6	$	(23.1	)	531.7
Equipment rental maintenance capital expenditures, net									(109.2		)
Non-fleet capital expenditures, net									(111.4		)
Changes in working capital									406.5
Changes in other assets and liabilities									18.3
Unlevered pre-tax cash flow (c)									735.9
Corporate net cash interest									(212.3		)
Corporate cash taxes									(12.0		)
Levered after-tax cash flow before fleet growth (c)									511.6
Equipment rental fleet growth capital expenditures									(403.6		)
Car rental net fleet equity requirement									(566.1		)
Levered after-tax cash flow after fleet growth (c)									$	(458.1	)

(a)As defined in the credit agreements for the senior credit facilities, Corporate EBITDA excludes the impact of certain non-cash expenses and charges.  The adjustments reflect the following:

	Three Months Ended June 30, 2007
	Car			Equipment		Corporate
Non-Cash Expenses and Charges	Rental			Rental		and Other			Total
Non-cash amortization of debt costs included in car rental fleet interest	$	(2.0	)	$	—	$	—		$	(2.0	)
Corporate non-cash stock-based employee compensation charges	—			—		7.7			7.7
Corporate non-cash charges for pension	—			—		0.4			0.4
Corporate non-cash charges for public liability and property damage	—			—		3.3			3.3
Corporate unrealized gain on derivatives	—			—		(10.2		)	(10.2		)
Total non-cash expenses and charges	$	(2.0	)	$	—	$	1.2		$	(0.8	)

	Three Months Ended June 30, 2006
	Car		Equipment		Corporate
Non-Cash Expenses and Charges	Rental		Rental		and Other		Total
Non-cash amortization of debt costs included in car rental fleet interest	$	17.8	$	—	$	—	$	17.8
Corporate non-cash stock-based employee compensation charges	—		—		2.0		2.0
Corporate non-cash charges for pension	—		—		7.0		7.0
Corporate unrealized loss on derivatives	—		—		0.4		0.4
Corporate unrealized losses on mark-to-market of Euro-denominated debt	—		—		15.0		15.0
Total non-cash expenses and charges	$	17.8	$	—	$	24.4	$	42.2

	Six Months Ended June 30, 2007
	Car		Equipment		Corporate
Non-Cash Expenses and Charges	Rental		Rental		and Other			Total
Non-cash amortization of debt costs included in car rental fleet interest	$	23.7	$	—	$	—		$	23.7
Corporate non-cash stock-based employee compensation charges	—		—		13.8			13.8
Non-cash charges for workers’ compensation	0.4		1.7		0.1			2.2
Corporate non-cash charges for pension	—		—		1.7			1.7
Corporate non-cash charges for public liability and property damage	—		—		5.1			5.1
Corporate unrealized gain on derivatives	—		—		(9.9		)	(9.9		)
Total non-cash expenses and charges	$	24.1	$	1.7	$	10.8		$	36.6

	Six Months Ended June 30, 2006
	Car		Equipment		Corporate
Non-Cash Expenses and Charges	Rental		Rental		and Other		Total
Non-cash amortization of debt costs included in car rental fleet interest	$	39.3	$	—	$	—	$	39.3
Corporate non-cash stock-based employee compensation charges	—		—		2.0		2.0
Non-cash charges for workers’ compensation	0.9		0.8		—		1.7
Corporate unrealized loss on derivatives	—		—		0.4		0.4
Corporate unrealized losses on mark-to-market of Euro-denominated debt	—		—		21.5		21.5
Total non-cash expenses and charges	$	40.2	$	0.8	$	23.9	$	64.9

(b)As defined in the credit agreements for the senior credit facilities, Corporate EBITDA excludes the impact of extraordinary, unusual or non-recurring gains or losses or charges or credits. The adjustments reflect the following:

	Three Months Ended June 30, 2007
	Car			Equipment			Corporate
Extraordinary, Unusual or Non-Recurring Items	Rental			Rental			and Other			Total
Restructuring charges	$	14.7		$	1.2		$	0.8		$	16.7
Vacation accrual adjustment	(13.9		)	(4.8		)	(0.9		)	(19.6		)
Secondary offering costs	—			—			2.0			2.0
CEO transition costs	—			—			0.6			0.6
Total extraordinary, unusual or non-recurring items	$	0.8		$	(3.6	)	$	2.5		$	(0.3	)

	Three Months Ended June 30, 2006
	Car		Equipment		Corporate
Extraordinary, Unusual or Non-Recurring Items	Rental		Rental		and Other		Total
CEO transition costs	$	—	$	—	$	0.6	$	0.6
Total extraordinary, unusual or non-recurring items	$	—	$	—	$	0.6	$	0.6

	Six Months Ended June 30, 2007
	Car			Equipment			Corporate
Extraordinary, Unusual or Non-Recurring Items	Rental			Rental			and Other			Total
Restructuring charges	$	34.4		$	3.0		$	11.9		$	49.3
Vacation accrual adjustment	(13.9		)	(4.8		)	(0.9		)	(19.6		)
Secondary offering costs	—			—			2.0			2.0
CEO transition costs	—			—			3.2			3.2
Total extraordinary, unusual or non-recurring items	$	20.5		$	(1.8	)	$	16.2		$	34.9

	Six Months Ended June 30, 2006
	Car		Equipment		Corporate
Extraordinary, Unusual or Non-Recurring Items	Rental		Rental		and Other			Total
CEO transition costs	$	—	$	—	$	1.2		$	1.2
Gain on sale of swap derivative	—		—		(6.6		)	(6.6		)
Total extraordinary, unusual or non-recurring items	$	—	$	—	$	(5.4	)	$	(5.4	)

(c)Amounts include the effect of fluctuations in foreign currency.

Table 7

HERTZ GLOBAL HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP EARNINGS MEASURES

(In millions, except as noted)

	Three Months Ended
	June 30,
	2007			2006
Reconciliation from Operating Cash Flows to EBITDA:
Net cash provided by operating activities	$	1,077.7		$	901.5
Amortization of debt costs and debt modification costs	(16.8		)	(23.5		)
Provision for losses on doubtful accounts	(3.4		)	(4.6		)
Unrealized gain (loss) on derivatives	10.0			(0.4		)
Unrealized loss on mark-to-market of Euro-denominated debt	—			(15.0		)
Gain on ineffectiveness of interest rate swaps	12.8			—
Stock-based employee compensation	(7.7		)	(2.0		)
Provision for public liability and property damage	(45.3		)	(40.6		)
Minority interest	(4.8		)	(4.1		)
Deferred income taxes	(40.1		)	(17.8		)
Vacation accrual adjustment	19.6			—
Payments of public liability and property damage claims and expenses	41.9			51.0
Provision for taxes on income	52.5			35.4
Interest, net of interest income	191.5			212.6
Net changes in assets and liabilities	(403.4		)	(325.2		)
EBITDA	$	884.5		$	767.3

	Six Months Ended
	June 30,
	2007			2006
Reconciliation from Operating Cash Flows to EBITDA:
Net cash provided by operating activities	$	2,202.5		$	2,106.5
Amortization of debt costs and debt modification costs	(52.4		)	(52.7		)
Provision for losses on doubtful accounts	(6.3		)	(9.2		)
Unrealized gain (loss) on derivatives	10.0			(0.4		)
Unrealized loss on mark-to-market of Euro-denominated debt	—			(21.5		)
Gain on ineffectiveness of interest rate swaps	—			1.0
Stock-based employee compensation	(13.8		)	(2.0		)
Provision for public liability and property damage	(92.3		)	(86.4		)
Minority interest	(8.9		)	(7.3		)
Deferred income taxes	(15.9		)	(18.4		)
Vacation accrual adjustment	19.6			—
Payments of public liability and property damage claims and expenses	87.1			95.0
Provision for taxes on income	20.4			18.1
Interest, net of interest income	421.1			422.9
Net changes in assets and liabilities	(1,022.8		)	(1,062.2		)
EBITDA	$	1,548.3		$	1,383.4

	June 30,			December 31,
	2007			2006
Net Corporate Debt & Net Fleet Debt
Corporate Debt
Debt, less:	$	12,452.5		$	12,276.2
U.S Fleet Debt and Pre-Acquisition Notes	5,198.2			4,845.2
International Fleet Debt	1,937.4			1,987.8
Fleet Financing Facility	178.1			165.9
Canadian Fleet Financing Facility	223.4			—
Other International Facilities	81.6			—
Fleet Debt	$	7,618.7		$	6,998.9
Corporate Debt	$	4,833.8		$	5,277.3
Corporate Restricted Cash
Restricted Cash, less:	$	212.2		$	552.5
Restricted Cash Associated with Fleet Debt	(148.3		)	(487.0		)
Corporate Restricted Cash	$	63.9		$	65.5
Net Corporate Debt
Corporate Debt, less:	$	4,833.8		$	5,277.3
Cash and Equivalents	(401.6		)	(674.5		)
Corporate Restricted Cash	(63.9		)	(65.5		)
Net Corporate Debt	$	4,368.3		$	4,537.3
Net Fleet Debt
Fleet Debt, less:	$	7,618.7		$	6,998.9
Restricted Cash Associated with Fleet Debt	(148.3		)	(487.0		)
Net Fleet Debt	$	7,470.4		$	6,511.9

HERTZ GLOBAL HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP EARNINGS MEASURES

(In millions, except as noted)

	Three Months Ended
	June 30,
	2007			2006
Car rental rate revenue per transaction day (a)
Car rental revenue per statement of operations (b)	$	1,711.7		$	1,592.7
Non-rental rate revenue (c)	(245.8		)	(226.6		)
Foreign currency adjustment	(15.8		)	20.4
Rental rate revenue	$	1,450.1		$	1,386.5
Transactions days (in thousands)	32,820			31,161
Rental rate revenue per transaction day (in whole dollars)	$	44.18		$	44.50

	Six Months Ended
	June 30,
	2007			2006
Car rental rate revenue per transaction day (a)
Car rental revenue per statement of operations (b)	$	3,216.8		$	2,992.3
Non-rental rate revenue (c)	(457.2		)	(415.6		)
Foreign currency adjustment	(15.5		)	51.9
Rental rate revenue	$	2,744.1		$	2,628.6
Transactions days (in thousands)	61,756			58,944
Rental rate revenue per transaction day (in whole dollars)	$	44.43		$	44.59

	Three Months Ended
	June 30,
	2007			2006
Equipment rental and rental related revenue (a)
Equipment rental revenue per statement of operations	$	432.8		$	420.2
Equipment sales and other revenue	(49.5		)	(53.1		)
Foreign currency adjustment	(4.4		)	(0.1		)
Rental and rental related revenue	$	378.9		$	367.0

	Six Months Ended
	June 30,
	2007			2006
Equipment rental and rental related revenue (a)
Equipment rental revenue per statement of operations	$	822.6		$	783.3
Equipment sales and other revenue	(91.3		)	(97.2		)
Foreign currency adjustment	(4.4		)	2.5
Rental and rental related revenue	$	726.9		$	688.6

(a)Based on 12/31/06 foreign exchange rates.

(b)Consists of U.S. off-airport revenues of $237.9 million and $220.7 million for the three months ended June 30, 2007 and 2006, respectively, and $455.4 million and $427.9 million for the six months ended June 30, 2007 and 2006, respectively.

(c)Consists of domestic revenues of $171.8 million and $156.4 million and international revenues of $74.0 million and  $70.2 million for the three months ended June 30, 2007 and 2006, respectively, and domestic revenues of $323.9 million and $291.2 million and international revenues of $133.3 million and $124.4 million for the six months ended June 30, 2007 and 2006, respectively.

Table 8

HERTZ GLOBAL HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP EARNINGS MEASURES
(In millions)

REVENUES & ADJUSTED PRE-TAX INCOME (LOSS)

	Last Twelve Months Ended June 30,			Six Months Ended June 30,						Year Ended December 31,
	2007			2007			2006			2006
Revenues	$	8,328.4		$	4,097.2		$	3,827.2		$	8,058.4
Income (loss) before income taxes and minority interest	$	257.0		$	50.4		$	(6.0	)	$	200.6
Adjustments:
Purchase accounting (a)	94.0			45.7			42.1			90.4
Non-cash debt charges (b)	99.3			52.5			52.7			99.5
Restructuring charges	49.3			49.3			—			—
Vacation accrual adjustment	(19.6		)	(19.6		)	—			—
Unrealized gain on derivative	(10.2		)	(10.2		)	—			—
Loss (gain) on sale of swap derivative	5.6			—			(6.6		)	(1.0		)
Secondary offering costs	2.0			2.0			—			—
CEO transition costs	11.8			3.2			1.2			9.8
Mark-to-market Euro-denominated debt (c)	(2.3		)	—			21.5			19.2
Interest on HGH debt	39.7			—			0.2			39.9
Stock-based compensation charges	13.3			—			—			13.3
Sponsor termination fee	15.0			—			—			15.0
Adjusted pre-tax income	$	554.9		$	173.3		$	105.1		$	486.7

	Last Twelve Months Ended			Three Months Ended December 31,					Year Ended
	September 30, 2006 Pro Forma (d)			2006		2005 Pro Forma (d) Combined			December 31, 2006
Revenues	$	7,910.5		$	1,990.6	$	1,842.7		$	8,058.4
Income before income taxes and minority interest	$	164.9		$	42.7	$	7.0		$	200.6
Adjustments:
Purchase accounting (a)	87.6			26.0		23.2			90.4
Non-cash debt charges (b)	104.1			22.7		27.3			99.5
(Gain) loss on sale of swap derivative	(6.6		)	5.6		—			(1.0		)
CEO transition costs	5.4			4.4		—			9.8
Mark-to-market Euro-denominated debt (c)	16.4			—		(2.8		)	19.2
Interest on HGH debt	23.8			16.1		—			39.9
Stock-based compensation charges	13.3			—		—			13.3
Sponsor termination fee	—			15.0		—			15.0
Adjusted pre-tax income	$	408.9		$	132.5	$	54.7		$	486.7

(a)Includes the purchase accounting effects of the acquisition of all of Hertz’s common stock on December 21, 2005, on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers’ compensation and public liability and property damages liabilities.

(b)Non-cash debt charges represents the amortization of deferred financing costs and debt discount.   For the six months ended June 30, 2007, includes the write off of $16.1 million of unamortized debt costs associated with a debt modification.

(c)Represents unrealized (gains) losses on currency translation of Euro-denominated debt.  On October 1, 2006, we designated this Euro-denominated debt as an effective net investment hedge of our Euro-denominated net investment in our foreign operations, as such we will no longer incur unrealized exchange transaction gains or losses in our consolidated statement of operations.

(d)Amounts presented are on a pro-forma basis to give effect to the Company’s new capital structure as if the debt associated with the acquisition of the Company on December 21, 2005 and related purchase accounting adjustments had occurred on January 1, 2005.

EX-99.3

Exhibit 99.3

Non-GAAP Measures:  Definitions and Use/Importance

On December 21, 2005 (“Closing Date”) an indirect, wholly owned subsidiary of Hertz Global Holdings, Inc. (“Hertz Holdings”) acquired all of The Hertz Corporation’s (“Hertz”) common stock from Ford Holdings LLC (“Ford Holdings”) pursuant to a Stock Purchase Agreement, dated as of September 12, 2005, among Ford Motor Company (“Ford”), Ford Holdings and Hertz Holdings (previously known as CCMG Holdings, Inc.). As a result of this transaction, investment funds associated with or designated by Clayton, Dubilier & Rice, Inc., The Carlyle Group and Merrill Lynch Global Private Equity (collectively, the “Sponsors”), owned all of the common stock of Hertz Holdings. After giving effect to the initial public offering of the common stock of Hertz Holdings in November 2006 and a secondary offering in June 2007, the Sponsors now own approximately 55% of the common stock of Hertz Holdings.  We refer to the acquisition of all of Hertz’s common stock as the “Acquisition.” We refer to the Acquisition, together with related transactions entered into to finance the cash consideration for the Acquisition, to refinance certain of our existing indebtedness and to pay related transaction fees and expenses, as the “Transactions.” The term “GAAP” refers to accounting principles generally accepted in the United States of America.

Definitions of non-GAAP financial and other measures utilized in Hertz Holdings’ August 1, 2007 Press Release are set forth below.  Also set forth below is a summary of the reasons why management of Hertz Holdings and Hertz believe that presentation of the non-GAAP financial measures included in the Press Release provide useful information regarding Hertz Holdings’ and  Hertz’s financial condition and results of operations and additional purposes, if any, for which management of Hertz Holdings and Hertz utilize the non-GAAP financial measures.

1.  Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Corporate EBITDA

We present EBITDA and Corporate EBITDA to provide investors with supplemental measures of our operating performance and liquidity and, in the case of Corporate EBITDA, information utilized in the calculation of the financial covenants under Hertz’s senior credit facilities. EBITDA is defined as consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation and amortization. Corporate EBITDA differs from the term “EBITDA” as it is commonly used. Corporate EBITDA means “EBITDA” as that term is defined under Hertz’s senior credit facilities, which is generally consolidated net income before net interest expense (other than interest expense relating to certain car rental fleet financing), consolidated income taxes, consolidated depreciation (other than depreciation related to the car rental fleet) and amortization and before certain other items, in each case as more fully defined in the agreements governing Hertz’s senior credit facilities. The other items excluded in this calculation include, but are not limited to: non-cash expenses and charges; extraordinary, unusual or non-recurring gains or losses; gains or losses associated with the sale or write-down of assets not in the ordinary course of business; certain management fees paid to the Sponsors; and earnings to the extent of cash dividends or distributions paid from non-controlled affiliates. Further, the covenants in Hertz’s senior credit facilities are calculated using Corporate EBITDA for the most recent four fiscal quarters as a whole. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or for any complete fiscal year.

Management uses EBITDA and Corporate EBITDA as performance and cash flow metrics for internal monitoring and planning purposes, including the preparation of our annual operating budget and monthly operating reviews, as well as to facilitate analysis of investment decisions. In addition, both metrics are important to allow us to evaluate profitability and make performance trend comparisons between us and our competitors. Further, we believe EBITDA and Corporate EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industries.

EBITDA is also used by management and investors to evaluate our operating performance exclusive of financing costs and depreciation policies. Further, because we have two business segments that are financed differently and have different underlying depreciation characteristics, EBITDA enables investors to isolate the effects on profitability of operating metrics such as revenue, operating expenses and selling, general and administrative expenses. In addition to its use to monitor performance trends, EBITDA provides a comparative metric to management and investors that is consistent across companies with different capital structures and depreciation policies. This enables management and investors to compare our performance on a consolidated basis and on a segment basis to that of our peers. In addition, our management uses consolidated EBITDA as a proxy for cash flow available to finance fleet expenditures and the costs of our capital structure on a day-to-day basis so that we can more easily monitor our cash flows when a full statement of cash flows is not available.

Corporate EBITDA also serves as an important measure of our performance. Corporate EBITDA for our car rental segment enables us to assess our operating performance inclusive of fleet management performance, depreciation assumptions and the cost of financing our fleet. In addition, Corporate EBITDA for our car rental segment allows us to compare our performance, inclusive of fleet mix and financing decisions, to the performance of our competitors. Since most of our competitors utilize asset-backed fleet debt to finance fleet acquisitions, this measure is relevant for evaluating our operating efficiency inclusive of our fleet acquisition and utilization. For our equipment rental segment, Corporate EBITDA provides an appropriate measure of performance because the investment in our equipment fleet is longer-term in nature than for our car rental segment and therefore Corporate EBITDA allows management to assess operating performance exclusive of interim changes in depreciation assumptions. Further, unlike our car rental segment, our equipment rental fleet is not financed through separate securitization-based fleet financing facilities, but rather through our corporate debt. Corporate EBITDA for our equipment rental segment is a key measure used to make investment decisions because it enables us to evaluate return on investments. For both segments, Corporate EBITDA provides a relevant profitability metric for use in comparison of our performance against our public peers, many of whom publicly disclose a comparable metric. In addition, we believe that investors, analysts and rating agencies consider EBITDA and Corporate EBITDA useful in measuring our ability to meet our debt service obligations and make capital expenditures. Several of Hertz’s material debt covenants are based on financial ratios utilizing Corporate EBITDA and non-compliance with those covenants could result in the requirement to immediately repay all amounts outstanding under those agreements, which could have a material adverse effect on our results of operations, financial position and cash flows.

EBITDA and Corporate EBITDA are not recognized measurements under GAAP. When evaluating our operating performance or liquidity, investors should not consider EBITDA and Corporate EBITDA in isolation of, or as a substitute for, measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. EBITDA and Corporate EBITDA may have material limitations as performance measures because they exclude items that are necessary elements of our costs and operations. Because other companies may calculate EBITDA and Corporate EBITDA differently than we do, EBITDA may not be, and Corporate EBITDA as presented is not, comparable to similarly titled measures reported by other companies.

Borrowings under Hertz’s senior credit facilities are a key source of our liquidity. Hertz’s ability to borrow under these senior credit facilities depends upon, among other things, the maintenance of a sufficient borrowing base and compliance with the financial ratio covenants based on Corporate EBITDA set forth in the credit agreements for Hertz’s senior credit facilities. Hertz’s senior term loan facility requires it to maintain a specified consolidated leverage ratio and a consolidated interest expense coverage ratio based on Corporate EBITDA, while its senior asset-based loan facility requires that a specified consolidated leverage ratio and consolidated fixed charge coverage ratio be maintained for periods during which there is less than $200 million of available borrowing capacity under the senior asset-based loan facility. These financial covenants became applicable to Hertz on September 30, 2006, reflecting the four quarter period ending thereon.

Failure to comply with these financial ratio covenants would result in a default under the credit agreements for Hertz’s senior credit facilities and, absent a waiver or an amendment from the lenders, permit the acceleration of all outstanding borrowings under the senior credit facilities. As of June 30, 2007, we performed the calculations associated with the above noted financial covenants and determined that Hertz is in compliance with such covenants.

2.  Adjusted Pre-Tax Income

Adjusted pre-tax income is calculated as income before income taxes and minority interest plus non-cash purchase accounting charges, non-cash debt charges relating to the amortization of debt financing costs and debt discounts, unrealized transaction gains (losses) on Euro-denominated debt (through September 30, 2006) and certain one-time charges and non-operational items.  Adjusted pre-tax income is important to management and investors because it represents our preferred measure of our operational performance exclusive of the effects of purchase accounting, non-cash debt charges, one-time charges and items that are not operational in nature or comparable to those of our competitors.

3.  Adjusted Net Income

Adjusted net income is calculated as adjusted pre-tax income less a provision for income taxes derived utilizing a normalized income tax rate and minority interest.  Adjusted net income is important to management and investors because it represents our preferred measure of our operational performance exclusive of the effects of purchase accounting, non-cash debt charges, one-time charges and items that are not operational in nature or comparable to those of our competitors.

4.  Adjusted Diluted Earnings Per Share

Adjusted diluted earnings per share is calculated as adjusted net income divided by the post-IPO pro forma number of shares outstanding.  Adjusted diluted earnings per share is important to management and investors because it represents a measure of our operational performance exclusive of the effects of purchase accounting adjustments, one-time charges and items that are not operational in nature or comparable to those of our competitors.  Utilizing the post-IPO pro forma number of shares outstanding is important to management and investors because it represents a measure of our earnings per share as if the effects of the initial public offering were applicable to all periods.

5.  Transaction Days

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

6.  Car Rental Rate Revenue and Rental Rate Revenue Per Transaction Day

Car rental rate revenue consists of all revenue, net of discounts, associated with the rental of cars including charges for optional insurance products, but excluding revenue derived from fueling and concession and other expense pass-throughs, NeverLost units and certain ancillary revenue. Rental rate revenue per transaction day is calculated as total rental rate revenue, divided by the total number of transaction days, with all periods adjusted to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to management and investors as it represents the best measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control.

7.  Equipment Rental and Rental Related Revenue

Equipment rental and rental related revenue consists of all revenue, net of discounts, associated with the rental of equipment including charges for delivery, loss damage waivers and fueling, but excluding revenue arising from the sale of equipment, parts and supplies and certain other ancillary revenue. Rental and rental related revenue is adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management and to investors as it is utilized in the measurement of rental revenue generated per dollar invested in fleet on an annualized basis and is comparable with the reporting of other industry participants.

8.  Same Store Revenue Growth

Same store revenue growth represents the change in the current period total same store revenue over the prior period total same store revenue as a percentage of the prior period. The same store revenue amounts are adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends.

9.  Unlevered Pre-Tax Cash Flow

Unlevered pre-tax cash flow is calculated as Corporate EBITDA less equipment rental fleet depreciation including gain (loss) on sale, non-fleet capital expenditures, net of non-fleet disposals, plus changes in working capital (accounts receivable, inventories, prepaid expenses, accounts payable and accrued liabilities), and changes in other assets and liabilities (including public liability and property damage, U.S. pension liability, other assets and liabilities, equity and minority interest).  Unlevered pre-tax cash flow is important to management and investors as it represents funds available to pay corporate interest and taxes and to grow our fleet or reduce debt.

10.  Levered After-Tax Cash Flow Before Fleet Growth

Levered after-tax cash flow before fleet growth is calculated as Unlevered Pre-Tax Cash Flow less corporate net cash interest and corporate cash taxes.  Levered after-tax cash flow before fleet growth is important to management and investors as it represents the funds available to grow our fleet or reduce our debt.

11.  Levered After-Tax Cash Flow After Fleet Growth

Levered after-tax cash flow after fleet growth is calculated as Levered After-Tax Cash Flow Before Fleet Growth less equipment rental fleet growth capital expenditures and less gross car rental fleet growth capital expenditures plus car rental fleet financing. Levered after-tax cash flow after fleet growth is important to management and investors as it represents the funds available for the reduction of corporate debt.

12.  Corporate Net Cash Interest (used in the calculation of Levered After-Tax Cash Flow Before Fleet Growth)

Corporate net cash interest represents total interest expense, net of total interest income, less car rental fleet interest expense, net of car rental fleet interest income, and non-cash corporate interest charges.  Non-cash corporate interest charges represent the amortization of corporate debt financing costs and corporate debt discounts.  Corporate net cash interest helps management and investors measure the ongoing costs of financing the business exclusive of the costs associated with the fleet financing.

13.  Corporate Cash Taxes (used in the calculation of Levered After-Tax Cash Flow Before Fleet Growth)

Corporate cash taxes represents cash paid by the Company during the period for income taxes.

14.  Net Corporate Debt

Net corporate debt is calculated as total debt excluding fleet debt less cash and equivalents and short-term investments, if any, and “corporate restricted cash.” Corporate debt consists of senior notes and Euro medium term notes issued prior to the Acquisition; borrowings under our Senior Term Facility; borrowings under our Senior ABL Facility; our Senior Notes; our Senior Subordinated Notes; and certain other indebtedness of our domestic and foreign subsidiaries.  Net Corporate Debt is important to management, investors and ratings agencies as it helps measure our leverage. Net Corporate Debt also assists in the evaluation of our ability to service our non-fleet-related debt without reference to the expense associated with the fleet debt, which is fully collateralized by assets not available to lenders under the non-fleet debt facilities.

15.  Net Fleet Debt

Net fleet debt is calculated as total fleet debt less “restricted cash associated with fleet debt.”  Fleet debt consists of our U.S. ABS Fleet Debt, the Fleet Financing Facility, obligations incurred under our International Fleet Debt Facilities, capital lease financings relating to revenue earning equipment that are outside the International Fleet Debt Facilities, the Belgian Revolving Credit Facility, the Brazilian Credit Facility, the Canadian Fleet Financing Facility and the pre-Acquisition ABS Notes.  This measure is important to management, investors and ratings agencies as it helps measure our leverage.

16.  Corporate Restricted Cash (used in the calculation of Net Corporate Debt)

Total restricted cash includes cash and equivalents that are not readily available for our normal disbursements. Total restricted cash and equivalents are restricted for the acquisition of vehicles and other specified uses under our Fleet Debt programs, our like-kind exchange programs and to satisfy certain of our self insurance regulatory reserve requirements.  Corporate restricted cash is calculated as total restricted cash less “restricted cash associated with fleet debt.”

17.  Restricted Cash Associated with Fleet Debt (used in the calculation of Net Fleet Debt and Corporate Restricted Cash)

Total restricted cash includes cash and investments that are not readily available for our normal disbursements. Restricted cash associated with fleet debt is restricted for the acquisition of vehicles and other specified uses under our Fleet Debt programs and our car rental like-kind exchange program.

18.  Pro Forma

The calculations give effect to the Company’s new capital structure as if the debt associated with the acquisition of the Company on December 21, 2005 and related purchase accounting adjustments had occurred on January 1, 2005.