On December 10, 2012, Hertz Global Holdings, Inc. (the "Company"), investment funds associated with Clayton, Dubilier & Rice, LLC, The Carlyle Group and BofA Merrill Lynch (collectively, the "Selling Stockholders") and J.P. Morgan Securities LLC (the "Underwriter") entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Selling Stockholders agreed to sell, and the Underwriter agreed to purchase, subject to and upon terms and conditions set forth therein, 50,000,000 shares of the Company's common stock (the "Offering").

This Current Report on Form 8-K is being filed to incorporate the Underwriting Agreement by reference into the registration statement for the Offering. A copy of the Underwriting Agreement has been attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

(d) Exhibits. The following Exhibit is filed herewith as part of this report:

Exhibit                                  Description

1.1       Underwriting Agreement, dated December 10, 2012, among Hertz Global
          Holdings, Inc., Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG
          Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV,
          L.P., CEP II U.S. Investments, L.P., CP IV Coinvestment, L.P., CEP II
          Participations S.à r.l. SICAR, ML Global Private Equity Fund, L.P.,
          Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P., CMC-Hertz
          Partners, L.P. and J.P. Morgan Securities LLC, as underwriter