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Item 9A. Controls and Procedures

2023-02-07 compared with 2022-02-23 · 257 added, 170 removed, 274 unchanged (61% of the section changed)

CONTROLS AND PROCEDURES (Continued)

this 2022 Annual Report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2022, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting can also be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this inherent risk.

Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013).

Based on this assessment, management has concluded that we did maintain effective internal control over financial reporting as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears in this 2022 Annual Report.

Changes in Internal Control over Financial Reporting

Remediation of Previously Reported Material Weakness

As previously disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, we identified a material weakness associated with information technology general controls (“ITGCs”), specifically logical security controls over financially significant system applications.

During 2021, we implemented our previously disclosed remediation plan, which included completing the following remediation actions:

• Performed an assessment of the IT organization to determine the sufficiency of resources with the appropriate level of knowledge, experience and training commensurate with our ITGC internal controls and executed all recommendations arising from the assessment.

• Clarified and communicated roles for ITGC control owners and Sarbanes-Oxley (SOX) project management team through confirming the identification of each control owner, reinforcing requirements and creating a culture of accountability to enforce the compliance of ITGCs.

• Administered enhanced re-trainings for ITGC control owners regarding risks, controls and maintaining adequate evidence.

• Improved existing de-provisioning controls for timely execution of removal of terminated user access.

• Enhanced monitoring of ITGC design and operational effectiveness through implementation of monthly remediation progress status dashboards with the Chief Information Officer and Chief Financial Officer, which was then summarized quarterly to the Audit Committee of the Board of Directors.

During the fourth quarter ended December 31, 2021, we completed the necessary testing to conclude that the material weakness was remediated as of December 31, 2021.

Except for the material weakness remediation described above, there were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

11 unchanged sentences

The board of directors of Hertz is comprised of Paul E.

Stone, Kenny Cheung and M.

David Galainena, each an executive officer of Hertz Global.

Stone, Kenny Cheung and Colleen Batcheler, each an executive officer of Hertz Global.

The common stock of Hertz is not listed on any national securities exchange and, therefore, is not required to have independent directors on its board, nor is it required to have any committees of its board, including an audit committee, compensation committee, or nominating and governance committee.

70 unchanged sentences

(a) Omitted schedules are not applicable

The attached list of exhibits in the “Exhibit Index” immediately following the signature page to this 2021 Annual Report is filed as part of this 2021 Annual Report and is incorporated herein by reference in response to this item.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Lee County, Florida on the 23rd day of February, 2022.

HERTZ GLOBAL HOLDINGS, INC.

THE HERTZ CORPORATION

(Registrants)

/s/ KENNY CHEUNG

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities indicated on February 23, 2022:

Signature Title

/s/ MARK FIELDS

Interim Chief Executive Officer of the Registrants and Director of Hertz Global Holdings, Inc.

/s/ KENNY CHEUNG

Executive Vice President and Chief Financial Officer of the Registrants

/s/ ALEXANDRA BROOKS

Senior Vice President and Chief Accounting Officer of the Registrants

Alexandra Brooks

/s/ MICHAEL GREGORY O'HARA Chairperson of Hertz Global Holdings, Inc.

Michael Gregory O'Hara

/s/ THOMAS WAGNER Vice Chairperson of Hertz Global Holdings, Inc.

Thomas Wagner

/s/ COLIN FARMER

Director of Hertz Global Holdings, Inc.

/s/ JENNIFER FEIKIN

Director of Hertz Global Holdings, Inc.

Jennifer Feikin

/s/ VINCENT J.

Director of Hertz Global Holdings, Inc.

/s/ EVELINA VOUGESSIS MACHAS

Director of Hertz Global Holdings, Inc.

Evelina Vougessis Machas

/s/ ANDREW SHANNAHAN Director of Hertz Global Holdings, Inc.

Andrew Shannahan

STONE Director of The Hertz Corporation

DAVID GALAINENA Director of The Hertz Corporation

David Galainena

The attached list of exhibits in the “Exhibit Index” immediately preceding the signature page to this 2022 Annual Report is filed as part of this 2022 Annual Report and is incorporated herein by reference in response to this item.

HERTZ GLOBAL HOLDINGS, INC.

6 unchanged sentences

and Herc Holdings, Inc.

(Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

( i ncorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665), as filed on July 7, 2016).

5 unchanged sentences

Second Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc.

( I ncorporated by reference to Exhibit 3.

1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

( i ncorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

2 unchanged sentences

001-07541), as filed on May 1, 1997).

Certificate of Amendment, dated May 2, 2001, of Restated Certificate of Incorporation of The Hertz Corporation (Incorporated by reference to Exhibit 3(i) to the Quarterly Report on F o r m 10-Q of The Hertz Corporation (File No.

Certificate of Amendment, dated May 2, 2001, of Restated Certificate of Incorporation of The Hertz Corporation ( i ncorporated by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q of The Hertz Corporation (File No.

001-07541), as filed on August 7, 2001).

Certificate of Amendment, dated November 20, 2006, of Restated Certificate of Incorporation of The Hertz Corporation (Incorporated by reference to Exhibit 3.1.1 to Amendment No.

Certificate of Amendment, dated November 20, 2006, of Restated Certificate of Incorporation of The Hertz Corporation ( i ncorporated by reference to Exhibit 3.1.1 to Amendment No.

3 to the Registration Statement on Form S-4 of The Hertz Corporation (File No.

5 unchanged sentences

001-07541), filed on July 7, 2021).

Amended and Restated By-Laws of The Hertz Corporation, effective May 15, 2013 (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of The Hertz Corporation (File No.

Amended and Restated By-Laws of The Hertz Corporation, effective May 15, 2013 ( i ncorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of The Hertz Corporation (File No.

001-07541), as filed on May 17, 2013).

Hertz Holdings

Certificate of Designation relating to the Series A Preferred Stock of Hertz Global Holdings, Inc.

(incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), filed on July 7, 2021).

3.3.2 Hertz Holdings

Certificate of Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

Description of securities registered under Section 12 of the Securities Exchange Act of 193 4 ( incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of Hertz Global Holdings, I nc.

001-37665) and The Hertz Corporation (File No.

001-07541), filed on November 4, 2021).

Hertz Holdings

Description of securities registered under Section 12 of the Securities Exchange Act of 1934.

Hertz Holdings

Base Indenture, dated as of June 29, 2021, between Hertz Vehicle Financing III LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-07541), filed on February 23, 2022 ).

4.2 Hertz Holdings Hertz Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 7, 2021).

4.3 Hertz Holdings

Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-07541), as filed on November 23, 2021).

4.2.1 Hertz Holdings Hertz First Supplemental Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee, relating to the 4.625% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 23, 2021).

4.4 Hertz Holdings

First Supplemental Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee, relating to the 4.625% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

4.2.2 Hertz Holdings Hertz Second Supplemental Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

6 unchanged sentences

Hertz Holdings

Second Supplemental Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 23, 2021).

4.6 Hertz Holdings

Amended and Restated Issuer Facility Agreement, dated as of December 21, 2021, by and among International Fleet Financing No.

2 B.V., Hertz Europe Limited, Credit Agricole Corporate and Investment Bank, certain committed note purchasers, conduit investors and funding agents named therein, and BNP Paribas Trust Corporation U.K.

4.7 Hertz Holdings

Amended and Restated Master Definitions and Constructions Agreement, dated as of December 21, 2021, by and among International Fleet Financing No.

2 B.V., Hertz Automobielen Nederland B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SL, Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas Securities Services, BNP Paribas S.A., Credit Agricole Corporate and Investment Bank, Hertz Europe Limited, The Hertz Corporation, BNP Paribas Securities Services, Luxembourg Branch, TMF SFS Management BV, TMF France Management SARL, TMF SAS, KPMG S.A., BNP Paribas Trust Corporation UK Limited, BNP Paribas Securities Services, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands Branch, Sanne Trustee Services Limited, certain committed note purchasers, conduit investors and funding agents named therein, Hertz Holdings Netherlands 2 B.V.

and Hertz International Limited.

4.8 Hertz Holdings

Performance Guaranty and Indemnity, dated as of December 21, 2021, by and among The Hertz Corporation, Stuurgroep Fleet (Netherlands) B.V., RAC Finance S.A.S., Hertz Fleet Limited, Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, and BNP Paribas Trust Corporation UK Limited.

4.9 Hertz Holdings

French Master Lease and Servicing Agreement, dated as of December 21, 2021, by and among RAC Finance SAS., Hertz France SAS., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

4.10 Hertz Holdings

Dutch Master Lease and Servicing Agreement, dated as of December 21, 2021, by and among Stuurgroep Fleet (Netherlands) B.V., Hertz Automobielen Nederland B.V., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

4.11 Hertz Holdings

German Master Lease and Servicing Agreement, dated as of December 21, 2021, by and among Hertz Fleet Limited, Hertz Autovermietung GMBH, those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

4.12 Hertz Holdings

Spanish Master Lease and Agreement, dated as of December 21, 2021, by and among Stuurgroep Fleet (Netherlands) B.V., Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, Hertz de Espana, S.L.U., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

001-07541), as filed on July 7, 2021).

4.3.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to Base Indenture, dated as of June 29, 2021, between Hertz Vehicle Financing III LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A.

as trustee (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.4 Hertz Holdings Hertz Amended and Restated Series 2021-A Supplement dated as of June 24, 2022, among Hertz Vehicle Financing, LLC, as issuer.

The Hertz Corporation, as administrator, Deutsche Bank AG, New York Branch, as program agent, the several committed note purchasers party thereto, the several conduit investors party thereto, the several funding agents for the investor groups party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541) as filed June 27, 2022).

4.5 Hertz Holdings

Series 2021-A Supplement, dated as of June 29, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, Deutsche Bank AG, New York Branch, as program agent, the several committed note purchasers party thereto, the several conduit investors party thereto, the several funding agents for the investor groups party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

Series 2021-1 Supplement, dated as of June 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 7, 2021).

4.5.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to Series 2021-1 Supplement, dated as of June 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.6 Hertz Holdings

2 unchanged sentences

001-07541), as filed on July 7, 2021).

4.6.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to Series 2021-2 Supplement, dated as of June 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022) .

4.7 Hertz Holdings

Hertz Series 2022-1 Supplement, dated as of January 19, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings (file No.

001-37665) and the Hertz Corporation (File No.

001-07541), as filed on January 19, 2022) .

4.7.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to Series 2022-1 Supplement, dated as of January 19, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.8 Hertz Holdings

Hertz Series 2022-2 Supplement, dated as of January 19, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings (file No.

001-37665) and the Hertz Corporation (File No.

001-07541), as filed on January 19, 2022) .

HERTZ GLOBAL HOLDINGS, INC.

3 unchanged sentences

Exhibit Number Description

4.15 Hertz Holdings

Series 2021-2 Supplement, dated as of June 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

4.8.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to 2022-2 Supplement, dated as of January 19, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.9 Hertz Holdings Hertz Series 2022-3 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on April 1, 2022).

4.9.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to 2022-3 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.10 Hertz Holdings Hertz Series 2022-4 Supplement, dated as of March 30, 2021, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on April 1, 2022).

4.10.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to 2022-4 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.11 Hertz Holdings Hertz Series 2022-5 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on April 1, 2022).

4.11.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to 2022-5 Supplement, dated as of March 30, 2022, among Hertz Vehicle Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.12 Hertz Holdings

2 unchanged sentences

001-07541), as filed on July 7, 2021).

4.12.1 Hertz Holdings Hertz Amendment No.

1 dated June 27, 2022 to Master Motor Vehicle Operating Lease and Servicing Agreement dated as of June 29, 2021, among Hertz Vehicle Financing III LLC, as lessor, The Hertz Corporation, as lessee, servicer and guarantor, DTG Operations, Inc.

as lessee, and those permitted lessees from time to time party thereto (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

4.13 Hertz Holdings

2 unchanged sentences

001-07541), as filed on July 7, 2021).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number Description

4.14 Hertz Holdings

Amended and Restated Issuer Facility Agreement dated as of December 20, 2022, by and among International Fleet Financing No.

Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on January 19, 2022) .

001-07541), as filed on December 22, 2022).

4.14.1 Hertz Holdings

Amended and Restated Performance Guaranty and Indemnity, dated as of December 20, 2022, by and among The Hertz Corporation, Stuurgroep Fleet (Netherlands) B.V., RAC Finance S.A.S., Hertz Fleet Limited, Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, and BNP Paribas Trust Corporation UK Limited (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on January 19, 2022) .

001-07541), filed on December 22, 2022).

4.14.2 Hertz Holdings

Equity Purchase and Commitment Agreement, dated as of April 3, 2021 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on April 7, 2021).

Amended and Restated Dutch Master Lease and Servicing Agreement dated as of December 20, 2022, by and among Stuurgroep Fleet (Netherlands) B.V., Hertz Automobielen Nederland B.V., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

4.14.3 Hertz Holdings

Equity Purchase and Commitment Agreement, dated as of May 14, 2021 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

Amended and Restated French Master Lease and Servicing Agreement, dated as of December 20, 2022, by and among RAC Finance SAS., Hertz France SAS., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

4.14.4 Hertz Holdings

Amended and Restated German Master Lease and Servicing Agreement, dated as of December 20, 2022, by and among Hertz Fleet Limited, Hertz Autovermietung GMBH, those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

4.14.5 Hertz Holdings Hertz Italian Master Lease Agreement dated as of December 20, 2022, by and among IFM SPV S.R.L., Hertz Italiana S.R.L., those Permitted Lessees from time to time becoming Lessees thereunder, Hertz Fleet Italiana S.R.L., International Fleet Financing No.

2 B.V., and Banca Finanziaria Internationazionale S.P.A.

4.14.6 Hertz Holdings

Amended and Restated Spanish Master Lease and Servicing Agreement dated as of December 20, 2022, by and among Stuurgroep Fleet (Netherlands) B.V., Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, Hertz de Espana, S.L.U., those Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited.

4.14.7 Hertz Holdings

Amended and Restated Master Definitions and Constructions Agreement dated as of December 20, 2022, by and among International Fleet Financing No.

2 B.V., Hertz Automobielen Nederland B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SL, Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas, BNP Paris, Italian Branch, BNP Paribas S.A., Hertz Italiana S.R.L., IFM SPV S.R.L., Hertz Fleet Italiana S.R.L., Credit Agricole Corporate and Investment Bank, Hertz Europe Limited, The Hertz Corporation, BNP Paribas, Luxembourg Branch, TMF SFS Management BV, TMF France Management SARL, TMF France SAS, KPMG Advisory SAS., BNP Paribas Trust Corporation UK Limited, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands Branch, Banca Nazionale Del Lavoro S.P.A., Sanne Trustee Services Limited, certain committed note purchasers, conduit investors and funding agents named therein, Hertz Holdings Netherlands 2 B.V.

and Hertz International Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 19, 2021).

001-07541), as filed on December 22, 2022).

10.1 Hertz Holdings Hertz Tax Matters Agreement, dated June 30, 2016, by among Herc Holdings Inc., The Hertz Corporation, Herc Rentals Inc.

and Hertz Global Holdings, Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665), as filed on July 7, 2016).

10.2 Hertz Holdings Hertz Employee Matters Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc.

and Herc Holdings Inc.

(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665), as filed on July 7, 2016).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number Description

10.3 Hertz Holdings Hertz Stock and Asset Purchase Agreement by and between Hertz Global Holdings, Inc.

Donlen Corporation, certain subsidiaries of Donlen Corporation and Freedom Acquirer LLC, dated November 25, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 30, 2020).

10.4 Hertz Holdings

19 unchanged sentences

001-07541), as filed on July 7, 2021).

10.6.1 Hertz Holdings Hertz Amendment No.

1 dated August 3, 2021 to Credit Agreement dated June 30, 2021, by and among THC and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on April 27, 2022).

10.6.2 Hertz Holdings Hertz Amendment No.

2 dated November 23, 2021 to Credit Agreement dated June 30, 2021, by and among THC and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on April 27, 2022).

10.6.3 Hertz Holdings Hertz Amendment No.

3 dated March 31, 2022 to Credit Agreement dated June 30, 2021, by and among THC and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.

4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on April 1, 2022).

10.6.4 Hertz Holdings Hertz Amendment No.

4 dated May 13, 2022 to Credit Agreement dated June 30, 2021, by and among The Hertz Corporation and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 13, 2022).

10.6.5 Hertz Holdings Hertz Amendment No.

5 dated June 23, 2022 to Credit Agreement dated June 30, 2021, by and among The Hertz Corporation and the subsidiary borrowers party thereto as borrowers, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541) as filed June 27, 2022).

HERTZ GLOBAL HOLDINGS, INC.

4 unchanged sentences

10.7 Hertz Holdings

The Hertz Corporation Account Balance Defined Benefit Pension Plan ( i ncorporated by reference to Exhibit 10.12 to Amendment No.

1 to the Registration Statement on Form S-1 of The Hertz Corporation (File No.

333-125764), as filed on August 30, 2005).

10.8 Hertz Holdings

The Hertz Corporation (U.K.) 1972 Pension Plan ( i ncorporated by reference to Exhibit 10.13 to Amendment No.

1 to the Registration Statement on Form S-1 (File No.

333-125764), as filed on August 30, 2005).

10.8.1 Hertz Holdings

The Hertz Corporation (U.K.) Supplementary Unapproved Pension Scheme ( i ncorporated by reference to Exhibit 10.14 to Amendment No.

1 to the Registration Statement on Form S-1 of The Hertz Corporation (File No.

333-125764), as filed on August 30, 2005).

10.9 Hertz Holdings

Form of Director and Officer Indemnification Agreement (inc orporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-37665) and The He rtz Corporation (File No.

001-07541), as filed on February 23, 2022 ).

10.10 Hertz Holdings Hertz Hertz Global Holdings Inc.

Directors Compensation Policy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings (File No.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on October 6, 2021).

10.11 Hertz Holdings

Hertz Global Holdings, Inc.

3 unchanged sentences

10.12 Hertz Holdings

Form of Employee Stock Option Agreement under the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings (File No.

Form of Non-Employee Director Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings (File No.

001-33139) and The Hertz Corporation (File No.

1 unchanged sentence

10.13 Hertz Holdings

Form of Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings (File No.

Form of Employee Stock Option Agreement under the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings (File No.

001-33139) and The Hertz Corporation (File No.

1 unchanged sentence

10.14 Hertz Holdings

Form of Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 2, 2021).†

10.7 Hertz Holdings

The Hertz Corporation Account Balance Defined Benefit Pension Plan (Incorporated by reference to Exhibit 10.12 to Amendment No.

1 to the Registration Statement on Form S-1 of The Hertz Corporation (File No.

333-125764), as filed on August 30, 2005).†

10.8 Hertz Holdings

The Hertz Corporation (U.K.) 1972 Pension Plan (Incorporated by reference to Exhibit 10.13 to Amendment No.

1 to the Registration Statement on Form S-1 (File No.

333-125764), as filed on August 30, 2005).†

10.9 Hertz Holdings

The Hertz Corporation (U.K.) Supplementary Unapproved Pension Scheme (Incorporated by reference to Exhibit 10.14 to Amendment No.

1 to the Registration Statement on Form S-1 of The Hertz Corporation (File No.

333-125764), as filed on August 30, 2005).†

10.10 Hertz Holdings

Form of Director and Officer Indemnification Agreement.

10.11 Hertz Holdings

Tax Matters Agreement, dated June 30, 2016, by among Herc Holdings Inc., The Hertz Corporation, Herc Rentals Inc.

and Hertz Global Holdings, Inc.

(Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-07541), as filed on July 28, 2022).

10.12 Hertz Holdings

Employee Matters Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc.

and Herc Holdings Inc.

(Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665), as filed on July 7, 2016).

10.13 Hertz Holdings

Intellectual Property Agreement, dated June 30, 2016, by among The Hertz Corporation, Hertz System, Inc.

and Herc Rentals Inc.

(Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

10.15 Hertz Holdings Hertz Form of Performance Stock Unit Agreement under the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.19 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

10.14 Hertz Holdings

Hertz Form of Retention Program Letter Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

10.16 Hertz Holdings Hertz Form of Executive Sign-On Performance Stock Unit Agreement under the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 26, 2020).

001-07541), as filed on July 28, 2022).

10.17 Hertz Holdings

Hertz Stock and Asset Purchase Agreement by and between Hertz Global Holdings, Inc.

Donlen Corporation, certain subsidiaries of Donlen Corporation and Freedom Acquirer LLC, dated November 25, 2020 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

Hertz 2021 Hertz Global Holdings, Inc.

Severance Plan for Senior Executives ( i ncorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 30, 2020).

001-07541), as filed on August 17, 2021).

10.18 Hertz Holdings

Hertz Offer Letter, signed on February 28, 2018, between Paul E.

Stone and The Hertz Corporation (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

Stone and The Hertz Corporation ( i ncorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 7, 2019).

10.18.1 Hertz Holdings

Hertz Second Amended and Restated Offer Letter, Confidentiality and Non-Competition Agreement between Paul Stone and Hertz Global Holdings, Inc.

effective as of October 5, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings and The Hertz Corporation, as filed on October 5, 2021).

HERTZ GLOBAL HOLDINGS, INC.

3 unchanged sentences

Exhibit Number Description

10.17.1 Hertz Holdings

Hertz Offer Letter, signed on December 3, 2018, between Kenny K.

10.19 Hertz Holdings Hertz Offer Letter, signed on December 3, 2018, between Kenny K.

Cheung and The Hertz Corporation (incorporated by reference to Exhibit 10.29.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

3 unchanged sentences

Hertz Offer Letter, signed on September 25, 2020, between Kenny K.

Cheung and The Hertz Corporation (Incorporated by reference to Exhibit 10.29.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on February 26, 2021).

10.18 Hertz Holdings

Hertz Offer Letter, signed on October 16, 2019, between Angela Brav and The Hertz Corporation (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

Cheung and The Hertz Corporation ( i ncorporated by reference to Exhibit 10.29.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

2 unchanged sentences

Hertz Offer Letter, dated February 27, 2019, between M.

David Galainena and The Hertz Corporation (Incorporated by reference to Exhibit 10.31.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

David Galainena and The Hertz Corporation ( i ncorporated by reference to Exhibit 10.31.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

2 unchanged sentences

Hertz Offer Letter, signed on September 25, 2020, between M.

David Galainena and The Hertz Corporation (Incorporated by reference to Exhibit 10.31.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

David Galainena and The Hertz Corporation ( i ncorporated by reference to Exhibit 10.31.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

1 unchanged sentence

10.21 Hertz Holdings

Hertz Form of Retention Program Letter Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on August 17, 2021).

10.21 Hertz Holdings

Hertz 2021 Hertz Global Holdings, Inc.

Severance Plan for Senior Executives (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

Hertz Offer Letter, signed on October 16, 2019, between Angela Brav and The Hertz Corporation ( i ncorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on August 17, 2021).

001-07541), as filed on February 26, 2021).

10.22 Hertz Holdings

3 unchanged sentences

001-07541), as filed on October 5, 2021).

10.23 Hertz Holdings

Hertz Second Amended and Restated Offer Letter, Confidentiality and Non-Competition Agreement between Paul Stone and Hertz Global Holdings, Inc.

effective as of October 5, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings and The Hertz Corporation, as filed on October 5, 2021).†

10.24 Hertz Holdings

Hertz Hertz Global Holdings Inc.

Directors Compensation Policy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings (File No.

10.23 Hertz Holdings Hertz Employment Agreement, dated as of February 3, 2022, between Hertz Global Holdings, Inc., and Stephen M.

Scherr (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on October 6, 2021).

001-07541), as filed on April 27, 2022).

10.24 Hertz Holdings Hertz Aircraft Time Sharing Agreement dated as of April 22, 2022 between The Hertz Corporation and Stephen M.

Scherr (incorporated by reference to Exhibit 10.21 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

10.25 Hertz Holdings Hertz Offer letter between Colleen Batcheler and Hertz Global Holdings, Inc.

dated April 4, 2022.

10.26 Hertz Holdings Hertz Confidential Severance Agreement and General Release of Claims dated June 14, 2022 between The Hertz Corporation and Angela Brav (incorporated by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

10.27 Hertz Holdings Hertz Confidential Severance Agreement and General Release of Claims dated June 30, 2022 between The Hertz Corporation and M.

David Galainena (incorporated by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on July 28, 2022).

10.28 Hertz Holdings

Offer letter between Eric Leef and Hertz Global Holdings, Inc.

dated September 2, 2020.

21.1 Hertz Holdings

The List of Subsidiaries of Hertz Global Holdings, Inc.

4 unchanged sentences

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number Description

31.2 Hertz Holdings

8 unchanged sentences

Section 1350.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number Description

Certification of Chief Executive Officer pursuant to 18 U.S.C.

20 unchanged sentences

**Furnished herewith

Schedules and exhibits not included above have been omitted because the information required has been included in the financial statements or notes thereto or are not applicable or not required.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

HERTZ GLOBAL HOLDINGS, INC.

THE HERTZ CORPORATION

(Registrants)

/s/ KENNY CHEUNG

Executive Vice President and Chief Financial Officer

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

Signature Title

/s/ STEPHEN SCHERR

Chief Executive Officer of the Registrants, Chairperson of the Board and Director of Hertz Global Holdings, Inc.

(Principal Executive Officer)

Stephen Scherr

/s/ KENNY CHEUNG

Executive Vice President and Chief Financial Officer of the Registrants and Director of The Hertz Corporation (Principal Financial Officer)

/s/ ALEXANDRA BROOKS

Senior Vice President and Chief Accounting Officer of the Registrants (Principal Accounting Officer)

Alexandra Brooks

/s/ THOMAS WAGNER Vice Chairperson of the Board and Director of Hertz Global Holdings, Inc.

Thomas Wagner

/s/ FRAN BERMANZOHN Director of Hertz Global Holdings, Inc.

Fran Bermanzohn

/s/ COLIN FARMER

Director of Hertz Global Holdings, Inc.

/s/ JENNIFER FEIKIN

Director of Hertz Global Holdings, Inc.

Jennifer Feikin

/s/ MARK FIELDS Director of Hertz Global Holdings, Inc.

/s/ VINCENT J.

Director of Hertz Global Holdings, Inc.

/s/ EVELINA VOUGESSIS MACHAS

Director of Hertz Global Holdings, Inc.

Evelina Vougessis Machas

/s/ JEFFREY NEDELMAN Director of Hertz Global Holdings, Inc.

Jeffrey Nedelman

/s/ ANDREW SHANNAHAN Director of Hertz Global Holdings, Inc.

Andrew Shannahan

/s/ PAUL STONE Director of The Hertz Corporation

/s/ COLLEEN BATCHELER Director of The Hertz Corporation

Colleen Batcheler

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures