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•	any claims, investigations or proceedings arising as a result of the restatement of our previously issued financial results;

•	our ability to remediate the material weaknesses in our internal controls over financial reporting described in Item 9A of the Form 10‑K, which is incorporated by reference into this Registration Statement;

•	the effect of our proposed Spin-Off and ability to obtain the expected benefits of any related transactions;

•	levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets;

•	significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets on rental volume and pricing, including on our pricing policies or use of incentives;

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•	an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;

•	occurrences that disrupt rental activity during our peak periods;

•	our ability to achieve and maintain cost savings and efficiencies and realize opportunities to increase productivity and profitability;

•	our ability to accurately estimate future levels of rental activity and adjust the size and mix of our fleet accordingly;

•	our ability to maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning equipment and to refinance our existing indebtedness;

•	our ability to realize the operational efficiencies of the acquisition of the car rental operations of Dollar Thrifty Automotive Group, Inc.;

•	our ability to maintain access to third-party distribution channels, including current or favorable prices, commission structures and transaction volumes;

•	an increase in our fleet costs or disruption to our rental activity, particularly during our peak periods, due to safety recalls by the manufacturers of our vehicles and equipment;

•	changes to our senior management team;

•	a major disruption in our communication or centralized information networks;

•	financial instability of the manufacturers of our vehicles and equipment, which could impact their ability to perform under agreements with us and/or their willingness or ability to make cars available to us or the rental car industry on commercially reasonable terms;

•	any impact on us from the actions of our franchisees, dealers and independent contractors;

•	our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);

•	shortages of fuel and increases or volatility in fuel costs;

•	our ability to successfully integrate acquisitions and complete dispositions;

•	our ability to maintain favorable brand recognition;

•	costs and risks associated with litigation and investigations;

•	risks related to our indebtedness, including our substantial amount of debt, our ability to incur substantially more debt and increases in interest rates or in our borrowing margins;

•	our ability to meet the financial and other covenants contained in our Senior Credit Facilities, our outstanding unsecured Senior Notes and certain asset-backed and asset-based arrangements;

•	changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings;

•	changes in the existing, or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect our operations, the cost thereof or applicable tax rates;

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•	the effect of tangible and intangible asset impairment charges;

•	our exposure to uninsured claims in excess of historical levels;

•	fluctuations in interest rates and commodity prices; and

•	our exposure to fluctuations in foreign exchange rates.

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Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Item 10.	Recent Sales of Unregistered Securities.

Item 11.	Description of Registrant’s Securities to be Registered.

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•	enhance the likelihood of continuity and stability in the composition of our board of directors;

•	discourage some types of transactions that may involve an actual or threatened change in control of us;

•	discourage certain tactics that may be used in proxy fights;

•	ensure that our board of directors will have sufficient time to act in what the board believes to be in the best interests of us and our stockholders; and

•	encourage persons seeking to acquire control of us to consult first with our board to negotiate the terms of any proposed business combination or offer.

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Item 13.	Financial Statements and Supplementary Data.

Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 15.	Financial Statements and Exhibits.

(a)	Financial Statements:

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•	Hertz Rental Car Holding Company, Inc., or “New Hertz,” consisting of Hertz Holdings’ global car rental business; and

•	Herc Holdings Inc., or “HERC Holdings,” consisting of Hertz Holdings’ global equipment rental business.

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The private letter ruling that Hertz Holdings received from the Internal Revenue Service (the “IRS”) to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, (i) the Spin-Off qualifies as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code (the “Code”), and (ii) the internal spin-off transactions (collectively with the Spin-Off, the “Spin-Offs”) and certain related transactions in connection with the Spin-Offs will be tax-free to the parties to those spin-offs and related transactions, shall not have been revoked or modified in any material respect;

•	Hertz Holdings’ receipt of the opinions of KPMG LLP and Debevoise & Plimpton LLP that the Spin-Offs will qualify as tax-free transactions under Section 355 of the Code, subject to the accuracy of and compliance with certain representations, assumptions and covenants;

•	Hertz Holdings’ receipt of a written solvency opinion from a financial advisor acceptable to Hertz Holdings, which confirms the solvency and financial viability of Hertz Holdings before the consummation of the Spin-Off and each of HERC Holdings and New Hertz after the consummation of the Spin-Off and is in form and substance acceptable to Hertz Holdings;

•	the registration statement on Form 10 with respect to the registration of New Hertz common stock under the Exchange Act shall have become effective, and no stop order suspending such effectiveness shall be in effect;

•	all statutory requirements for the consummation of the Spin-Offs must have been satisfied, and no injunction, court order, law or regulation shall be in effect preventing the completion of the Spin-Offs;

•	HERC Holdings and New Hertz, or their respective subsidiaries, shall have entered into new credit agreements and other financial arrangements prior to the consummation of the Spin-Off;

•	the NYSE shall have approved the listing of New Hertz’s common stock; and

•	any material regulatory or contractual consents or approvals necessary for the Spin-Offs must have been obtained, without any conditions that would have a material adverse effect on HERC Holdings or New Hertz.

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•	a separation and distribution agreement;

•	a tax matters agreement;

•	an employee matters agreement;

•	a transition services agreement;

•	an intellectual property agreement; and

•	certain real estate lease agreements.

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(a)	See Note 18 - Equity and Earnings Per Share to the notes to our combined financial statements included elsewhere in this information statement for a reconciliation of net income used in diluted earnings per share calculation.

(b)	Our results from 2012 and periods thereafter include the results of Cinelease from and after January 9, 2012, the date of its acquisition.

(c)	Includes net loans payable to affiliates as of December 31, 2015, 2014, 2013, 2012 and 2011 of $73.2 million, $449.0 million, $226.0 million, $397.7 million and $358.0 million, respectively.

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•	a decrease in expected levels of infrastructure spending;

•	a decrease in the expected levels of rental versus ownership of equipment;

•	the level of supply and demand for oil and natural gas;

•	government regulations, including the policies of governments regarding exploration for, and production and development of, oil and natural gas reserves;

•	the level of oil production by non-OPEC countries and the available excess production capacity within OPEC;

•	a lack of availability of credit;

•	an increase in the cost of construction materials;

•	an increase in interest rates;

•	adverse weather conditions, which may temporarily affect a particular region; or

•	terrorism or hostilities involving the United States, Canada, or international markets.

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•	the market price for similar new equipment;

•	wear and tear on the equipment relative to its age and the performance of preventive maintenance;

•	the time of year that it is sold;

•	the supply of used equipment relative to the demand for used equipment, including as a result of changes in economic conditions or conditions in the markets that we serve; and

•	the existence and capacities of different sales outlets and our ability to develop and maintain different types of sales outlets.

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•	the diversion of management’s attention from our core businesses;

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•	the disruption of our ongoing business;

•	inaccurate assessment of undisclosed liabilities;

•	potential known and unknown liabilities of the acquired businesses and limitations of seller indemnities;

•	entry into markets in which we have limited or no experience, including geographies in which we have not previously operated;

•	the inability to integrate our acquisitions without substantial costs, delays or other problems, which may be complicated by the breadth of our international operations;

•	the incorporation of acquired service lines into our business;

•	the failure to realize expected synergies and cost savings;

•	the loss of key employees or customers of the acquired or divested business;

•	increasing demands on our operational systems;

•	the integration of information systems and internal controls; and

•	possible adverse effects on our reported operating results or financial position, particularly during the first several reporting periods after the acquisition is completed.

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Prior to the Spin-Off, our equipment rental business was operated by Hertz Holdings as part of its broader corporate organization, rather than as an independent company. Hertz Holdings or one of its affiliates performed various corporate functions for us, including, but not limited to, accounting, auditing, corporate affairs, external reporting, human resources, information technology, legal services, risk management, tax administration, treasury, and certain governance functions (including internal audit and compliance with the Sarbanes-Oxley Act), many of which functions may be performed by Hertz or one of its affiliates for us on a transitional basis pursuant to the transition services agreement entered into in connection with the Spin-Off. Our historical and pro forma financial results reflect allocations of corporate expenses for these and similar functions. These allocations may be less than the comparable expenses we believe we would have incurred had we operated as a separate public company.

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Currently, our equipment rental business is integrated with the car rental business of Hertz Holdings, which will be operated by New Hertz following the Spin-Off. Historically, we have shared economies of scale in costs, employees, vendor relationships and customer relationships. The loss of these benefits could have a material adverse effect on our cash flows, financial position and results of operations following the completion of the Spin-Off.

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Generally, our working capital requirements and capital for our general corporate purposes, including acquisitions, research and development and capital expenditures, have historically been satisfied as part of the enterprise-wide cash management policies of Hertz Holdings. Following the completion of the Spin-Off, we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements. The cost of capital for our business may be higher than Hertz Holdings’ cost of capital prior to the Spin-Off.

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•	improving strategic planning, increasing management focus and streamlining decision-making by providing the flexibility to implement our strategic plan and to respond more effectively to different customer needs and the changing economic environment;

•	allowing us to adopt the capital structure, investment policy and dividend policy best suited to our financial profile and business needs, as well as resolving the current competition for capital among Hertz Holdings’ businesses;

•	creating an independent equity structure that will facilitate our ability to effect future acquisitions utilizing our common stock; and

•	facilitating incentive compensation arrangements for employees more directly tied to the performance of our business, and enhancing employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

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•	the Spin-Off and related transactions were undertaken with the intent of hindering, delaying or defrauding current or future creditors, or HERC Holdings received less than reasonably equivalent value or fair consideration in connection with the Spin-Off and related transactions; and

•	HERC Holdings:

•	was insolvent, or was rendered insolvent, by reason of the completion of the Spin-Off and related transactions,

•	was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital,

•	intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured, or

•	was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment the judgment was unsatisfied,

•	the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or

•	the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and matured.

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•	our quarterly or annual earnings, or those of other companies in our industry;

•	actual or anticipated fluctuations in our financial position, results of operations, liquidity or cash flows;

•	changes in accounting standards, policies, guidance, interpretations or principles;

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•	ongoing remediation of weaknesses in Hertz Holdings' internal control over financial reporting;

•	the public reaction to our press releases, our other public announcements and our filings with the SEC;

•	announcements by us or our competitors of significant acquisitions, dispositions, innovations or new programs and services;

•	changes in financial estimates and recommendations by securities analysts following our stock, or the failure of securities analysts to cover our common stock after the Spin-Off;

•	changes in earnings estimates by securities analysts or our ability to meet those estimates;

•	the operating and stock price performance of other comparable companies;

•	general economic conditions and overall market fluctuations; and

•	the trading volume of our common stock.

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•	prepare and distribute periodic reports and other stockholder communications in compliance with our obligations under the federal securities laws and NYSE rules;

•	maintain compliance and internal audit functions;

•	evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

•	involve and retain outside legal counsel and accountants in connection with the activities listed above; and

•	maintain internal policies, including those relating to disclosure controls and procedures.

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•	a board of directors that will initially be divided into three classes with staggered terms, although in May 2014 Hertz Holdings amended the Certificate of Incorporation to provide for declassification of its board of directors, such that all directors will be elected on an annual basis beginning at the 2017 annual meeting of stockholders;

•	limitations on the right of stockholders to remove directors, although such limitations expire upon the completion of the declassification of the board of directors at the 2017 annual meeting of stockholders;

•	granting to the board of directors sole power to set the number of directors and to fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

•	the ability of our board of directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the board of directors;

•	prohibiting our stockholders from acting by written consent;

•	prohibiting our stockholders from calling special meetings of stockholders;

•	the absence of cumulative voting; and

•	establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings.

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•	the impact of the Spin-Off and related transactions on our stock price;

•	our ability to operate as a stand-alone public company without many of the resources previously available to us as part of the combined company of Hertz Holdings;

•	our ability to achieve the expected benefits of our separation from the business of New Hertz through the Spin-Off, which include improved strategic and operational efficiency, improved access to capital, improved alignment of employee incentives with our performance and growth objectives and the use of our equity to facilitate future acquisitions;

•	adverse changes in the economic factors specific to the industries in which we operate, such as a decrease in expected levels of infrastructure spending or a decrease in the expected levels of rental versus ownership of equipment;

•	significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets on rental volume and pricing, including on our pricing policies or use of incentives;

•	adverse changes in relations with our key national account or industrial account customers;

•	occurrences that disrupt rental activity during our peak periods;

•	our ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability;

•	an increase in our rental equipment costs as a result of an increase in the cost of new equipment and/or a decrease in the price at which we dispose of used equipment;

•	our ability to remediate any material weaknesses in our internal controls over financial reporting that may exist or arise;

•	our ability to accurately estimate future levels of rental activity and adjust the size and mix of our fleet accordingly;

•	our ability to achieve and maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning equipment and to refinance our existing indebtedness;

•	a major disruption in our communication or centralized information networks;

•	financial instability of the manufacturers of our equipment, which could impact their ability to perform under agreements with us and/or their willingness or ability to make equipment available to us or the equipment rental industry on commercially reasonable terms;

•	our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);

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•	our ability to successfully integrate acquisitions and complete dispositions;

•	costs and risks associated with litigation and investigations;

•	risks related to our substantial amount of proposed indebtedness to be incurred in connection with the Spin-Off in the related financing transactions, our ability to incur substantially more debt and increases in interest rates or in our borrowing margins;

•	changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings;

•	changes in existing or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect our operations, the cost thereof or applicable tax rates;

•	our ability to retain the services of any one or more members of our senior management team or other key personnel, such as our dedicated sales force, and our ability to attract qualified employees to perform these functions;

•	the effect of tangible and intangible asset impairment charges;

•	shortfalls in our insurance coverage;

•	our exposure to fluctuations in foreign exchange rates; and

•	other risks described from time to time in periodic and current reports that we will file with the SEC.

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•	Greater strategic focus. Hertz Holdings expects a sharper focus on each of HERC Holdings’ and New Hertz’s respective businesses and growth opportunities as a result of their respective boards of directors and management teams concentrating only on their core businesses. We anticipate that each company will be able to

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•	Direct access to capital markets. As independent public companies, we believe that each of HERC Holdings and New Hertz will be able to directly access the capital markets, and issue equity and debt each on its own merits in order to finance expansion, growth opportunities and debt repayment.

•	Improved ability to undertake acquisitions. After the completion of the Spin-Off, we expect that each of HERC Holdings and New Hertz will have a more focused equity currency, which we believe may improve its ability to pursue strategic initiatives, including acquisitions, joint ventures and investments.

•	Better understanding of businesses. We anticipate that the businesses of each of HERC Holdings and New Hertz will be more easily understood by investors, rating agencies and other market participants after the completion of the Spin-Off.

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Increased ability to attract, retain and motivate employees. Hertz Holdings believes that incentive compensation arrangements for key employees of each of HERC Holdings and New Hertz, directly related to the market performance of their respective common stock, will provide enhanced incentives for performance. The separation will enable each of HERC Holdings and New Hertz to offer its key employees compensation directly linked to the performance of its respective business, including equity based compensation, which we expect will enhance each company’s ability to attract, retain and motivate qualified personnel.

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The private letter ruling that Hertz Holdings received from the IRS to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, (i) the Spin-Off will qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code, and (ii) the internal spin-off transactions will qualify under Section 355 of the Code, shall not have been revoked or modified in any material respect;

•	Hertz Holdings’ receipt of the opinions of KPMG LLP and Debevoise & Plimpton LLP that the Spin-Offs will qualify as transactions described in Section 355 of the Code, subject to the accuracy of and compliance with certain representations, assumptions and covenants;

•	Hertz Holdings’ receipt of a written solvency opinion from a financial advisor acceptable to Hertz Holdings, which confirms the solvency and financial viability of Hertz Holdings before the consummation of the Spin-Off and each of HERC Holdings and New Hertz after the consummation of the Spin-Off and is in form and substance acceptable to Hertz Holdings;

•	the registration statement on Form 10 with respect to the registration of New Hertz common stock under the Exchange Act shall have become effective, and no stop order suspending such effectiveness shall be in effect;

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•	all statutory requirements for the consummation of the Spin-Off must have been satisfied, and no injunction, court order, law or regulation shall be in effect preventing the completion of the Spin-Off;

•	HERC Holdings and New Hertz, or their respective subsidiaries, shall have entered into new credit agreements and other financial arrangements prior to the consummation of the Spin-Off;

•	the NYSE shall have approved the listing of New Hertz’s common stock; and

•	any material regulatory or contractual consents or approvals necessary for the Spin-Off must have been obtained, without any conditions that would have a material adverse effect on HERC Holdings or New Hertz.

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•	an individual who is a citizen or a resident of the United States;

•	a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•	an estate, the income of which is subject to United States federal income taxation regardless of its source; or

•	a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United States persons have the authority to control all of its substantial decisions, or (ii) in the case

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(1)	the contribution by Hertz Holdings of Hertz’s parent holding company to New Hertz, followed by the distribution of the New Hertz stock in the Spin-Off, will qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, and Hertz Holdings and New Hertz will each be a party to a reorganization within the meaning of Section 368(b) of the Code;

(2)	no gain or loss will be recognized by stockholders of Hertz Holdings (and no amount will be includible in their income) upon the receipt of the New Hertz stock in the Spin-Off under Section 355(a)(1) of the Code;

(3)	each Hertz Holdings stockholder’s holding period in the New Hertz stock received in the Spin-Off will include the holding period of the Hertz Holdings stock with respect to which the Spin-Off is made; and

(4)	each Hertz Holdings stockholder’s basis in the HERC Holdings and New Hertz stock immediately after the Spin-Off will equal the basis of the Hertz Holdings stock held immediately before the Spin-Off, allocated between the stock of HERC Holdings and New Hertz in proportion to the fair market value of each immediately following the Spin-Off.

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(a)	See Note 18 - Equity and Earnings Per Share to the notes to our combined financial statements included elsewhere in this information statement for a reconciliation of net income used in diluted earnings per share calculation.

(b)	Our results from 2012 and periods thereafter include the results of Cinelease from and after January 9, 2012, the date of its acquisition.

(c)	Includes net loans payable to affiliates as of December 31, 2015, 2014, 2013, 2012 and 2011 of $73.2 million, $449.0 million, $226.0 million, $397.7 million, and $358.0 million, respectively.

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•	The issuance of approximately $1.9 billion of debt.

•	The settlement of intercompany account balances between us and THC.

•	The transfer of approximately $1.8 billion to THC.

•	The impact of the Spin-Off, including the expected reverse stock split.

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(a)

Adjustment reflects our expected incurrence of approximately $1.9 billion of new long-term debt less debt issuance costs of $34.1 million. The debt is expected to consist of $1.1 billion of corporate bonds and a drawdown of $797 million on the new Senior ABL Facility of $1.75 billion. The debt issuance costs will be capitalized and amortized over the respective financing terms, and are shown as a reduction of the outstanding long-term debt as of December 31, 2015.

(b)	Reflects the impact of assets, liabilities and related expenses that we expect to assume from THC that were not included in our historical combined financial statements.

(c)	Adjustment reflects the settlement of the intercompany accounts due to THC of $73.2 million. The proceeds from the issuance of new debt described in (a) will be used to settle this amount.

(d)

Adjustment reflects interest expense related to the approximately $1.9 billion in debt that we expect to incur. The pro forma interest expense was calculated based on the expected issuance of $1.1 billion of corporate bonds and a drawdown of $797 million on the new Senior ABL Facility. We expect the weighted-average interest rate on the debt to be approximately 5.2%. Interest expense also includes amortization of the approximately $34.1 million in debt issuance costs. The amortization of the debt issuance costs is based on the weighted average life of the debt of 5.9 years. Actual interest expense may be higher or lower depending on fluctuations in interest rates. The actual interest rate will depend on financial market conditions at the time of the issuance of debt, the types of debt and the relative allocation of debt issued. A one-eighth percentage change in interest would result in a $2.4 million change in annual interest expense.

(e)

Adjustment reflects the removal of the $6.5 million royalty expense paid to THC under the existing royalty arrangements. As part of the Spin-Off we will enter into a new intellectual property agreement with THC, pursuant to which we will continue to have the right to use certain intellectual property associated with the Hertz brand for a period of four years on a no royalty basis, subject to the terms of the intellectual property agreement.

(f)	Adjustment reflects the net impact to income tax expense of the pro forma adjustment using the statutory tax rate of 39%. Our effective tax rate could be different (either higher or lower) depending on activities subsequent to the Spin-Off.

(g)	Pro forma basic earnings per share and pro forma weighted-average basic shares outstanding are based on the number of Hertz Holdings weighted-average basic shares outstanding for the year ended December 31, 2015, as adjusted to reflect the expected reverse stock split.

(h)	Pro forma diluted earnings per share and pro forma weighted-average diluted shares outstanding reflect the expected reverse stock split and the impact of the replacement of Hertz Holdings’ equity awards by New Hertz as of the spin date.

(i)

Reflects an estimated $1.8 billion cash transfer to THC prior to the Spin-Off based on the assumed net proceeds of the debt described in (a). The amount of cash proceeds received from debt incurred prior to the Spin-Off, and thus the amount of cash transferred to THC, will depend on market conditions at the time we incur the debt, which is not certain at this time. In addition, the adjustment reflects our anticipated post Spin-off capital structure, including the expected stock split impact.

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•	Adjusted EBITDA - important to management because it allows management to assess the operational performance of our business, exclusive of certain items. Management believes that it is important to investors for the same reasons it is important to management and because it allows them to assess our operational performance on the same basis that management uses internally.

•	Dollar Utilization - important to management and investors because it is the measurement of the proportion of our equipment rental revenue earning equipment, including additional capitalized refurbishment costs (with the basis for refurbished assets reset at the refurbishment date), that is being used to generate revenues relative to the total amount of available equipment fleet capacity.

•	Time Utilization - important to management and investors as it measures the extent to which the equipment rental fleet is on rent compared to total operated fleet and is an efficiency measurement utilized by participants in the equipment rental industry.

•	Same Store Revenue Growth - important to management and investors because it allows management to assess the operational performance of our existing branches that have been operational for more than one year.

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•	equipment rental (includes all revenue associated with the rental of equipment including charges for delivery, loss damage waivers and fueling);

•	sales of revenue earning equipment and sales of new equipment, parts and supplies; and

•	service and other revenues (primarily relating to training and labor provided to customers).

•	direct operating expenses (primarily wages and related benefits; facility, self-insurance and reservation costs; and other costs relating to the operation and rental of revenue earning equipment, such as damage, maintenance and fuel costs);

•	cost of sales of revenue earning equipment, new equipment, parts and supplies;

•	depreciation expense and lease charges relating to revenue earning equipment;

•	selling, general and administrative expenses; and

•	interest expense.

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excluding the impacts of foreign currency, our rental revenues remained flat for the year ended December 31, 2015, as compared to 2014. Revenue growth was favorably impacted by a 2% increase in equipment rental volumes, however, this was offset by continuing weakness in major upstream oil and gas markets. The increase in volume was driven by new account growth, which is predominantly derived from small local contractors and specialty markets, as we diversify our business. As a result of this new account growth, equipment rental revenue in non-oil and gas markets increased approximately 10% in 2015, while major upstream oil and gas markets decreased 24%;

•	an increase in our sales force personnel to focus on winning new accounts and diversifying the customer base; sales from new accounts are up approximately 50% during the year ended December 31, 2015, as compared to 2014;

•	costs associated with the spin-off transaction of approximately $25.8 million during 2015, as compared to $28.3 million during 2014; and

•	the sale of our operations in France and Spain, which was closed on October 30, 2015 and included 60 branches in France and two in Spain, and realized a gain on the sale in the amount of $50.9 million.

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Fleet and related expenses decreased $10.0 million as a result of lower other vehicle operating expense of $5.2 million due to a reduction in outside freight expense, primarily in Canada based on decreased demand from our oil and gas customers in that region. Additionally, delivery and maintenance expenses were lower by $4.2 million primarily due to the sale of our operations in France and Spain in October 2015.

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Personnel related expenses increased $3.7 million primarily due to salary expense of $11.6 million associated with a rise in the headcount for mechanics driven by fleet repairs associated with reducing fleet unavailable for rent. This was offset by a decrease in salary expense of $4.9 million due to the sale of our operations in France and Spain in October 2015 and $3.5 million due to foreign exchange.

•	Other direct operating costs decreased $6.4 million primarily driven by a decrease in field system expense of $1.5 million, restructuring related activities of $1.4 million and insurance expense of $2.9 million.

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•	Fleet and related expenses increased $25.0 million as a result of higher maintenance costs of $21.2 million from the repair of our rental equipment to reduce fleet unavailable for rent. We also had an increase in gasoline expense of $5.8 million due to higher usage. This was partially offset by lower equipment delivery costs of $3.7 million primarily due to lower license and insurance costs.

•	Personnel related expenses increased $3.3 million primarily due to salary expense of $9.6 million associated with a rise in the headcount for mechanics driven by fleet repairs to reduce the fleet unavailable for rent. This was offset by a decrease in outside service fees of $4.6 million as we hired more mechanics and shifted away from outsourcing some of our equipment repair.

•	Other direct operating costs increased $16.7 million primarily driven by an increase in equipment re-rental expense which corresponds to higher re-rental activity in certain markets to meet customer demands.

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(a)

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

(b)

EBITDA represents the sum of net income, provision for income taxes, interest expense, net, depreciation of revenue earning equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the merger and acquisition related costs, restructuring and restructuring related charges, spin-off costs, stock based compensation charges, loss on extinguishment of debt, and impairment charges. These items are excluded from adjusted EBITDA internally, when evaluating our operating performance and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under U.S. generally accepted accounting principles (“GAAP”) and the accompanying reconciliations, provide useful information about operating performance and period-over-period performance, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity. The reconciliation of adjusted EBITDA to net income is presented below (in millions):

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(c)	Dollar utilization means revenue derived from the rental of equipment divided by the original cost of the equipment including additional capitalized refurbishment costs (with the basis of refurbished assets reset at the refurbishment date).

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(a)	Includes obligations under lease agreements primarily for service vehicles. See Note 11 - Leases to the Notes to our combined financial statements included elsewhere in this information statement.

(b)	Includes obligations under lease agreements for real estate, service vehicles and office and computer equipment. Such obligations are reflected to the extent of their minimum non-cancelable terms. See Note 11 - Leases included in the Notes to our combined financial statements included elsewhere in this information statement.

(c)

Purchase obligations and other represent agreements to purchase goods or services that are legally binding on us and that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the transaction and excludes any obligations to employees. Only the minimum non-cancelable portion of purchase agreements and related cancellation penalties are included as obligations. In the case of contracts that state minimum quantities of goods or services, amounts reflect only the stipulated minimums; all other contracts reflect estimated amounts.

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•	Hertz Holdings did not have a sufficient complement of personnel with an appropriate level of knowledge, experience, and training commensurate with our financial reporting requirements to ensure proper selection and application of GAAP in certain circumstances.

•	Hertz Holdings did not design effective controls over the non-fleet procurement process, which was exacerbated by the lack of training of field personnel as part of our Oracle enterprise resource planning (“ERP”) system implementation during 2013.

•

Hertz Holdings did not design and maintain effective controls over certain accounting estimates. Specifically, Hertz Holdings did not design and maintain controls over the effective review of the models, assumptions, and data used in developing estimates or changes made to assumptions and data, including those related to reserve estimates associated with allowances for uncollectible amounts receivable for renter obligations for damaged vehicles.

•	Hertz Holdings did not design and maintain effective controls over the review, approval, and documentation of

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•	Hertz Holdings did not design effective controls over certain business processes including Hertz Holdings period-end financial reporting process. This includes the identification and execution of controls over the preparation, analysis, and review of significant account reconciliations and closing adjustments required to assess the appropriateness of certain account balances at period end.

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•	sell used equipment;

•	sell contractor supplies such as construction consumables, tools, small equipment and safety supplies at many of our rental locations;

•	provide repair, maintenance and equipment management services to certain of our customers;

•	offer equipment re-rental services and provide on-site support to our customers;

•	provide ancillary services such as equipment transport, cleaning, refueling and labor; and

•	sell certain brands of new equipment and parts and supplies.

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Construction – Our construction rental operations serve large and small companies in the construction industry, and principally the non-residential construction industry. Non-residential construction consists primarily of private sector rentals relating to the construction, maintenance, and remodeling of commercial facilities. According to Dodge Data & Analytics, U.S. non-residential construction spending remained flat in 2015 and is estimated to grow at an annual rate of 9% in 2016. We believe that key drivers of growth within this end market include increased levels of construction starts and construction-related loans among other factors. Construction represented approximately 38% of our equipment rental revenue for the year ended December 31, 2015.

•

Industrial – Our industrial rental operations serve renters across a broad range of industries, including large industrial plants, refineries and petrochemical operations, industrial manufacturing, power, pulp, paper and wood and other industrial verticals. According to Industrial Info Resources, spending in the U.S. industrial sector grew at an annual rate of approximately 7% in 2015 and is estimated to grow at an annual rate of 5% in 2016. We believe that key drivers of growth within this end market include increased levels of spending on industrial capital, maintenance, repairs and overhaul. Industrial represented approximately 23% of our equipment rental revenue for the year ended December 31, 2015.

•

Other Customers – In addition to the specific markets cited above, we service a variety of other customers across a diverse group of industries, including governmental entities and government contractors, disaster recovery and remediation firms, utility operators, infrastructure, railroad, individual homeowners, entertainment production companies, agricultural producers and special event management firms, which represented in total approximately 39% of our equipment rental revenue for the year ended December 31, 2015. We believe that the government-related and entertainment production submarkets discussed below are key industries within this diverse customer group.

o	Government-Related – Government-related revenue consists of rentals to federal, state and local governments and contractors working directly on government projects.

o	Entertainment Production – Our equipment rental operations serve the motion picture and television production industries through the rental of grip and lighting equipment, quiet power generators, boomlifts, forklifts and platform lifts.

•	highly experienced executive management team with extensive domain knowledge;

•	a comprehensive line of equipment and services, allowing us to be a single-source solution serving all of our customer needs;

•	the ability to provide premium brands and a wide range of products that are reliable and meet all the necessary

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•	a consistent, reliable supply of rental equipment in stock across our locations and the ability to redeploy equipment across locations to meet evolving customer needs;

•	an increasing portfolio of specialty equipment that expands our reach and capabilities;

•	a geographic footprint that allows us to maintain proximity to our customers in the local markets as well as serve national and industrial accounts who have geographically dispersed equipment rental needs and in a number of cases prefer to do business with large operators who can broadly service their equipment rental needs;

•	favorable purchasing power or volume discount pricing opportunities on material and equipment purchased from our suppliers;

•	operational cost efficiencies across our organization, including with respect to purchasing, information technology, back-office support and marketing;

•	economies of scale that enable fast response to customer equipment rental needs;

•	a national sales force with significant expertise across our equipment fleet; and

•	local expertise for servicing our clients and offering solutions.

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•	the ability to meet the needs of large multi-location customers who would like to be serviced on a multi-national basis;

•	leveraging our fleet spend across a larger base and generating used fleet disposal opportunities;

•	the ability to utilize our business processes, systems and core competencies to drive value for our franchisees and ultimately our customers in foreign markets;

•	the opportunity to reduce the variability of local economic conditions on our overall financial performance; and

•	the platform to optimize operational efficiency.

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•	Oversee our accounting, financial and external reporting policies and practices as well as the integrity of our financial statements.

•	Monitor the independence, qualifications and performance of our independent registered public accounting firm.

•	Oversee the performance of our internal audit function, the management information systems and operational policies and practices that affect our internal controls.

•	Monitor our compliance with legal and regulatory requirements.

•	Review our guidelines and policies and the commitment of internal audit resources, in each case as they relate to risk management and the preparation of our Audit Committee's report included in our proxy statements.

•	Oversee our compensation and benefit policies generally.

•	Evaluate the performance of our CEO as related to all elements of compensation, as well as the performance of our senior executives.

•	Approve and recommend to our board of directors all compensation plans for our senior executives.

•	Approve the short-term compensation and grants to our senior executives under our incentive plans (both subject, in the case of our CEO, if so directed by the board of directors, to the final approval of a majority of independent directors of our board of directors).

•	Prepare reports on executive compensation required for inclusion in our proxy statements.

•	Assist our board of directors in determining the skills, qualities and eligibility of individuals recommended for membership on our board of directors.

•	Review the composition of our board of directors and its committees to determine whether it may be appropriate to add or remove individuals.

•	Review and evaluate directors for re-nomination and re-appointment to committees.

•	Review and assess the adequacy of our Corporate Governance Guidelines, Standards of Business Conduct and Directors’ Code of Conduct.

•	Review and recommend to the board of directors the form and amount of compensation paid to directors.

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•	review candidates’ qualifications for membership on the board of directors based on the criteria approved by the board of directors and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under law or NYSE rules for committee membership purposes;

•	in evaluating directors for re-nomination to the board of directors, assess the performance and independence of such directors; and

•	periodically review the composition of the board of directors in light of the current challenges and needs of the board of directors and HERC Holdings, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background, experience and independence.

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•	We anticipate that the restricted stock units would be granted to directors after our annual stockholder meeting and have an equivalent fair market value to such dollar amount on the date of grant. Provided the director is still serving on our board of directors, these restricted stock units would vest on the business day immediately preceding the next annual meeting of stockholders.

•	We also anticipate reimbursing our directors for reasonable and necessary expenses they incur in performing their duties as directors.

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•	Lawrence H. Silber, who became our Chief Executive Officer and President on May 21, 2015;

•	Barbara L. Brasier, who became our Chief Financial Officer on November 9, 2015;

•	James Bruce Dressel, who became our Chief Operating Officer on June 22, 2015;

•	Christian J. Cunningham, who became our Chief Human Resources Officer on September 8, 2014;

•	Richard F. Marani, who became our Chief Information Officer on June 22, 2015; and

•	Brian P. MacDonald, who became Chief Executive Officer of HERC on June 2, 2014, served as Hertz Holdings’ interim Chief Executive Officer from September 7, 2014 to November 20, 2014 and resigned as HERC Chief Executive Officer and as an employee of Hertz Holdings on May 20, 2015.

•	The compensation program’s structure should be aligned with the price and market performance of Hertz Holdings’ common stock: Hertz Holdings’ Compensation Committee believes that creating goals that are more directly focused on the price and performance of Hertz Holdings’ common stock will further align the interests of Hertz Holdings’ stockholders and its senior executives.

•	The compensation design should be simple, transparent and clearly articulated to participants and Hertz Holdings’ stockholders: Hertz Holdings’ Compensation Committee is committed to designing our short-term cash compensation program and long-term equity compensation program to focus its senior executives’ attention on business goals and the price and performance of Hertz Holdings’ common stock.

•	The compensation program should provide short- and long-term components to drive performance over the long run: Long-term results are important to Hertz Holdings’ stockholders and its Compensation

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•	The compensation should be competitive and market-based to attract and retain executive officers: Hertz Holdings’ Compensation Committee believes its compensation program should provide a combination of incentives that will allow Hertz Holdings to hire, retain and reward talented individuals at every position.

•	The compensation program should responsibly balance incentives with prudent risk management: Hertz Holdings’ Compensation Committee believes that responsible use of different types of incentives will create and foster a culture of growth that is sustainable and appropriate for Hertz Holdings.

•	reviewing and advising on total executive compensation, including salaries, short- and long-term incentive programs and relevant performance goals;

•	advising on industry trends, important legislation and best practices in executive compensation;

•	advising on how to best align pay with performance and with business needs; and

•	assisting the Compensation Committee with any other matters related to executive compensation arrangements, including executive employment agreements and award arrangements.

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(1)	The base salaries actually paid to each NEO hired or separated during 2015 were pro-rated to their respective start or end date.

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(1)	Any API results that equal the threshold receive a 25% multiplier. Any API results that are below the threshold receive a 0% multiplier.

(2)	Any API results that equal or exceed the high performance level receive a 160% multiplier.

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•	Taking significant steps to separate our equipment rental business from our car rental business: our NEOs worked diligently to file our Form 10 in December 2015 and identify and act on matters crucial to the eventual competition of the Spin-Off.

•	Retention considerations: we believe that we have assembled an excellent leadership team with a significant amount of experience and we desire to keep the team intact in anticipation of the Spin-Off.

•	Impact on 2015 HERC financial performance: several of our NEOs were hired in 2015 and did not have a full performance period to impact HERC performance.

(1)	Mr. Silber and Ms. Brasier were appointed as President and CEO and CFO, respectively, of HERC in 2015 and were not Hertz Holdings employees in 2014. Mr. Silber’s target award for 2015 was set at 100% of his base salary and Ms. Brasier's target award for 2015 was set at 70% of her base salary.

•

Continued Use of PSUs based on Adjusted Corporate EBITDA with Revised Vesting Conditions: Adjusted Corporate EBITDA PSUs are to be paid out based on a three-year (rather than the previous two-year) performance period and compose 50% (instead of the previous 70%) of each senior executive’s (other than Ms. Brasier’s) annual long-term equity award. Adjusted Corporate EBITDA targets were established for 2015, 2016 and 2017, with targets that are higher than 2014 Adjusted Corporate EBITDA.

•	All-or-Nothing Design: 1/3 of the PSUs will be earned each year on an all-or-nothing basis, depending on whether that year’s target is met. Assuming continued employment, earned PSUs will vest as a single tranche at the end of three years after the certification of results for the last performance period covered by the award.

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•	Elimination of Adjusted Corporate EBITDA Margin PSUs: Adjusted Corporate EBITDA Margin PSUs were eliminated and replaced by stock options.

•

Use of Stock Options to Drive Hertz Holdings’ Stock Performance: Stock options were issued in 2015 in an amount equal to the other 50% of each senior executive’s intended equity award. Options vest ratably each year on the anniversary of grant and expire five years after the date of grant. The use of stock options reflects the view of Hertz Holdings’ Compensation Committee that stockholder interests are best advanced at this time with a stock incentive that only provides value when the price of Hertz Holdings’ common stock increases and, because the stock options expire five years after grant, requires that price improvement occur in the short- to medium- time frame.

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•	all annual incentives (including awards under the Senior Executive Bonus Plan);

•	long-term incentives;

•	equity-based awards (including awards granted under the 2008 Omnibus Plan); and

•	other performance-based compensation arrangements.

•	Equity equal to five times base salary for our CEO;

•	Equity equal to three times base salary for our CFO, senior executive vice presidents and business unit heads;

•	Equity equal to two times base salary for our other senior executives (as designated under Section 16 of the Exchange Act); and

•	Equity equal to three times annual cash retainer for non-employee directors.

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(1)	The 2015 amounts in this column reflect bonuses that were paid by the Compensation Committee for contributions to 2015 performance, and in the case of Ms. Brasier, also pursuant to her term sheet.

(2)

The value for each of the years in this Summary Compensation Table reflects the full grant date fair value. These amounts were computed pursuant to FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the note entitled “Stock-Based Compensation” in Hertz Holdings’ Annual Report. Vesting of the Adjusted Corporate EBITDA PSUs granted in 2015 was subject to our achievement of certain pre-determined financial performance goals during 2015. The “Stock Awards” column above reflects the grant date fair values of the target number of PSUs that were eligible to vest based on our financial performance goals for 2015-2017, which for accounting purposes is the probable outcome (determined as of the grant date) of the performance-based condition applicable to the grant. Each NEO (other than Ms. Brasier) was granted PSUs in 2015. Ms. Brasier’s award under this column is the grant of RSUs she received on December 1, 2015. The actual performance in 2015 resulted in 1/3 of the total value of the PSUs granted to Messrs. Silber, Dressel, Cunningham and Marani not being earned in 2015.

(3)	Includes the following for 2015:

(a)	This amount reflects the cost of depreciation and interest, if applicable for company-provided cars. No NEO has a driver.

(b)	Amount represents the incremental costs to Hertz Holdings for relocation assistance. In the case of Messrs. Silber and Dressel, represents the award amount in lieu of relocation.

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(c)	Amount represents tax assistance for relocation assistance.

(d)	For Mr. MacDonald, this amount is the amount accrued or paid for severance arrangements pursuant to his Separation Agreement.

(4)

The amounts shown for Mr. MacDonald include for 2014, the grant date fair value of awarded PSUs and for 2015, the grant date fair value of awarded PSUs and stock options, all calculated under FASB ASC Topic 718. The PSUs were not issued to Mr. MacDonald because Hertz Holdings did not have an effective Form S-8 registration statement on file either on the date of grant or on Mr. MacDonald’s last day employed at Hertz Holdings. Although Mr. MacDonald forfeited the PSUs granted in 2014 and PSUs and stock options granted in 2015 when he separated from Hertz Holdings in 2015, for compensation disclosure and accounting purposes they were considered granted and reported in this Summary Compensation Table in their respective year of grant.

(1)

The amounts in these columns include the “Target” amount for each NEO eligible to receive an award under the EICP at 100% of the target award and the “Maximum” amount for the maximum amount payable to each NEO. The “Threshold” amount is for the participants in the EICP who are not participants in the Senior Executive Bonus Plan and the Threshold amount represents 25% of the target award. For Messrs. Silber, Dressel and Marani and Ms. Brasier, the amounts shown are pro-rated to their date of service with Hertz Holdings, per each executive’s applicable offer letter. Because the awards made to Mr. Cunningham under the EICP and Mr. MacDonald under the Senior Executive Bonus Plan were not pro-rated when we made such award, each executive’s award is not pro-rated in this table. The EICP payments are based on adjusted pre-tax income goals. The Senior Executive Bonus Plan, under which EICP payments are made for Mr. Silber and Mr. MacDonald, limits the maximum cash incentive bonus payout for Hertz Holdings’ CEO and other participants. The limit is 1% of Hertz Holdings’ Gross EBITDA for a performance period for Hertz Holdings’ CEO and 0.5% of Hertz Holdings’ Gross EBITDA for a performance period for other participants. For 2015, 1% of Hertz Holdings’ Gross EBITDA was $40.8 million and 0.5% of Hertz Holdings’ Gross EBITDA was $20.4 million. For participants in the Senior Executive Bonus Plan, the Compensation Committee uses its negative discretion to make actual EICP awards using the performance metrics more specifically described in our Compensation Discussion and Analysis as a guide. We discuss these awards under the heading “Compensation Discussion and Analysis-Annual Cash Compensation-Annual Cash Incentive Program (EICP).”

(2)	Represents the aggregate grant date fair value, computed pursuant to FASB ASC Topic 718. Please see the note entitled “Stock-Based Compensation” in the notes to Hertz Holdings’ consolidated financial statements in our 2015 Annual Report for a discussion of the assumptions underlying these calculations.

(3)	Time-vested stock options were granted to each NEO (other than Ms. Brasier) under Hertz Holdings’ 2008 Omnibus Plan. As described in the “Compensation Discussion and Analysis” above, 25% of the total award will vest on each anniversary of the date of grant, subject to continued employment.

(4)

Adjusted Corporate EBITDA PSUs were granted to each NEO (other than Ms. Brasier) under Hertz Holdings’ 2008 Omnibus Plan. As described in the “Compensation Discussion and Analysis” above, the amount of PSUs eligible for vesting is subject in part to our achievement of financial performance goals during 2015. The “Threshold” amount indicates the minimum number of PSUs which would be eligible to vest if the NEOs met the performance target for one of 2015, 2016 or 2017 and represents 1/3 of the overall award. Based on 2015 Adjusted Corporate EBITDA performance, none of the PSUs eligible to be earned based on 2015 performance were earned, but PSUs may be earned in 2016 for 2016 Adjusted

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(5)	As described in the “Compensation Discussion and Analysis” above, RSUs were granted to Ms. Brasier in order to compensate her for forfeited awards at her former employer.

(6)	Mr. MacDonald forfeited the options and PSUs granted in 2015 when he separated from service in May 2015.

(4)	In connection with the hiring of Ms. Brasier, Ms. Brasier was provided with a one-time grant of 32,300 RSUs, valued at $500,004 on the date of grant. The RSUs will vest on 1/3 on each anniversary of grant if Ms. Brasier remains an employee on each respective vesting date.

(5)	These RSUs were awarded on September 8, 2014 and granted on April 29, 2015. Half of the award (3,051 RSUs) will vest on September 8, 2016 and the remaining half (3,051 RSUs) will vest on September 8, 2017 if Mr. Cunningham remains an employee.

(6)	Mr. MacDonald had no outstanding awards as of December 31, 2015.

•	The Hertz Corporation Account Balance Defined Benefit Pension Plan;

•	The Hertz Corporation Benefit Equalization Plan ("BEP"); and

•	The The Hertz Corporation Supplemental Executive Retirement Plan ("SERP II").

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•	a lump sum cash payment reflecting accrued but unpaid compensation equal to the sum of (i) the executive’s annual base salary earned but not paid through the date of termination, (ii) one-twelfth of the target annual bonus payable to the executive, multiplied by the number of full and partial months from the beginning of the calendar year during

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a lump sum cash payment equal to a multiple (the “severance multiple”) of the sum of the executive’s annual base salary in effect immediately prior to the termination and the average actual bonuses paid to the covered executive for the three years prior to the year in which the termination occurs, or, for executives without a three-year bonus history, by reference to target levels. The severance multiple for Mr. MacDonald is 2.5 and Mr. Silber is 1.0;

•	continuation of all life, medical, dental and other welfare benefit plans (other than disability plans) until the earlier of the end of a number of years following the executive’s termination of employment equal to the severance multiple and the date on which the executive becomes eligible to participate in welfare plans of another employer; and

•	within the period of time from the date of the executive’s termination through the end of the year following the date of termination, outplacement assistance up to a maximum of $25,000.

•	a pro rata portion of the annual bonus that would have been payable to the participant, payable at the same time bonuses are paid to other executives;

•

cash payments in the aggregate equal to a multiple (the “severance multiple”), based on the executive’s position, of the executive’s annual base salary in effect immediately prior to the date of termination and the average of the annual bonuses payable to the executive, with respect to the three calendar years  preceding the year in which the termination occurs; or, for executives without a three-year bonus history, by reference to target levels; or, if an executive has not had an opportunity to earn or be awarded one  full year’s bonus as of his or her termination of

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•	continuation of all medical, dental and other welfare benefit plans (other than disability plans) until the earlier of the end of a number of years following the executive’s termination of employment equal to the severance multiple and the date on which the executive becomes eligible to participate in welfare plans of another employer; and

•	within the period of time from the date of executive’s termination through the end of the year following the date of termination, outplacement assistance up to a maximum of $25,000.

(1)	Reported as actual bonus paid for 2015.

(2)	Life insurance payment only payable upon death.

(3)	Represents the incremental vesting value of outstanding awards which vest in the event of the specified termination event.

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(1)	Reported as actual bonus paid for 2015.

(2)	Represents the incremental vesting value of outstanding awards which vest in the event of the specified termination event.

(1)	Reported as actual bonus paid for 2015.

(2)	Includes life insurance benefits in addition to healthcare benefits for covered period.

(3)	Life insurance payment only payable upon death.

(4)	Represents the incremental vesting value of outstanding awards which vest in the event of the specified termination event.

(1)	Reported as actual bonus paid for 2015.

(2)	Includes life insurance benefits in addition to healthcare benefits for covered period.

(3)	Life insurance payment only payable upon death.

(4)	Represents the incremental vesting value of outstanding awards which vest in the event of the specified termination event.

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(1)	Reported as actual bonus paid for 2015.

(2)	Includes life insurance benefits in addition to healthcare benefits for covered period.

(3)	Life insurance payment only payable upon death.

(4)	Represents the incremental vesting value of outstanding awards which vest in the event of the specified termination event.

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•	when a board member or a member of his or her family takes actions or has interests that may make it difficult for the board member to make decisions on behalf of our company objectively and effectively;

•	where a board member or a member of his or her family has a financial interest in, or is engaged, directly or indirectly, in the management of an organization that deals with us as a supplier, contractor, purchaser or distributor of our products or services, or is a competitor; and

•	where a board member renders services to another organization or individual as an employee, agent, consultant or director if the organization or individual is doing or seeking to do business with us or is a competitor.

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•	each person known to own beneficially more than 5% of the common stock of Hertz Holdings;

•	each of the expected directors of HERC Holdings;

•	each of the HERC Holdings named executive officers; and

•	all of HERC Holdings’ expected executive officers and directors as a group.

*	Based on [ ] shares of Hertz Holdings common stock outstanding on [ ], 2016.

**	Less than 1%

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(1)

Represents shares held by the following group of entities associated with Mr. Carl C. Icahn: High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”) and Beckton Corp. (“Beckton”). The principal business address of each of (i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

(2)

A report on Schedule 13G/A, filed February 11, 2016, disclosed that The Vanguard Group, an investment adviser, was the beneficial owner of 25,849,904 shares of common stock as of December 31, 2015. The Vanguard Group has reported that it has (i) sole power to vote or direct the vote of 392,580 shares of common stock, (ii) sole power to dispose of or direct the disposition of 25,415,948 shares of common stock, (iii) shared power to vote or direct the vote of 37,800 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 433,956 shares of common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. All information regarding The Vanguard Group is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 11, 2016.

(3)

A report on Schedule 13G, filed February 11, 2016, disclosed that Wellington Management Group LLP, an investment adviser, and its affiliates were the beneficial owner of 23,812,630 shares of common stock as of December 31, 2015. Wellington Management Group LLP has reported that it has (i) sole power to vote or direct the vote of 0 shares of common stock, (ii) sole power to dispose of or direct the disposition of 0 shares of common stock, (iii) shared power to vote or direct the vote of 12,023,254 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 23,812,630 shares of common stock. The address of Wellington Management Group LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210. All information regarding Wellington Management Group LLP is based on that entity’s report on Schedule 13G, filed with the SEC on February 11, 2016.

(4)

A report on Schedule 13G/A, filed February 16, 2016, disclosed that Glenview Capital Management, LLC and its affiliates were the beneficial owner of 23,203,449 shares of common stock as of December 31, 2015. Glenview Capital Management, LLC has reported that it has (i) sole power to vote or direct the vote of 0 shares of common stock, (ii) sole power to dispose of or direct the disposition of 0 shares of common stock, (iii) shared power to vote or direct the vote of 23,203,449 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 23,203,449 shares of common stock. The address of Glenview Capital Management, LLC is 767 Fifth Avenue, 44th Floor, New York, New York 10153. All information regarding Glenview Capital Management, LLC is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 16, 2016.

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•	enhance the likelihood of continuity and stability in the composition of our board of directors;

•	discourage some types of transactions that may involve an actual or threatened change in control of us;

•	discourage certain tactics that may be used in proxy fights;

•	ensure that our board of directors will have sufficient time to act in what the board believes to be in the best interests of us and our stockholders; and

•	encourage persons seeking to acquire control of us to consult first with our board to negotiate the terms of any proposed business combination or offer.

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•	the liabilities of New Hertz assumed under the Separation Agreement; and

•	any breach by New Hertz or any of its subsidiaries of the Separation Agreement or any of the other ancillary agreements to the Spin-Off, other than the Tax Matters Agreement and the Transition Services Agreement, which contain separate indemnification provisions.

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•	the liabilities of HERC Holdings assumed under the Separation Agreement; and

•	any breach by HERC Holdings or any of its subsidiaries of the Separation Agreement or any of the other ancillary agreements to the Spin-Off, other than the Tax Matters Agreement and the Transition Services Agreement, which contain separate indemnification provisions.

•	information technology and network and telecommunications systems support;

•	human resources, payroll and benefits;

•	accounting and finance;

•	treasury;

•	tax matters; and

•	administrative services.

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(a)	Includes changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.

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(a)	Cash received from exercise of stock options by non-HERC employees for 2015, 2014 and 2013 was $5.1 million, $17.2 million and $24.6 million, respectively.

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(1)	Included in the computation of net periodic pension / postretirement expenses (see Note 8 - Employee Retirement Benefits).

(2)	Relates primarily to the release of currency translation adjustments upon the disposal of operations in France and Spain (see Note 6 - Divestitures).

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(a)	Other primarily includes adjustments to historical expense allocations from THC and adjustments related to the disposition of HERC France and Spain operations in 2015 (net of tax).

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