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DELAWARE
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06-0918165
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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6 SYLVAN WAY
PARSIPPANY, NJ
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07054
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(Address of principal executive offices)
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(Zip Code)
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TITLE OF EACH CLASS
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NAME OF EACH EXCHANGE
ON WHICH REGISTERED
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Common Stock, Par Value $.01
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The NASDAQ Global Select Market
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Item
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Description
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Page
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PART I
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1
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1A
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1B
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2
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3
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4
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PART II
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5
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6
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7
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7A
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8
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9
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9A
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9B
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PART III
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10
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11
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12
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13
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14
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PART IV
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15
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the high level of competition in the vehicle rental industry and the impact such competition may have on pricing and rental volume;
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a change in travel demand, including changes in airline passenger traffic;
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a change in our fleet costs as a result of a change in the cost of new vehicles, disruption in the supply of new vehicles, and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;
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risks related to our March 2013 acquisition of Zipcar, Inc. (“Zipcar”), including our ability to realize the synergies contemplated by the transaction and our ability to promptly and efficiently integrate the business into Avis Budget Group;
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the results of operations or financial condition of the manufacturers of our cars, which could impact their ability to perform their payment obligations under our agreements with them, including repurchase and/or guaranteed depreciation arrangements, and/or their willingness or ability to make cars available to us or the rental car industry as a whole on commercially reasonable terms or at all;
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any change in economic conditions generally, particularly during our peak season or in key market segments;
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our ability to continue to achieve and maintain cost savings and successfully implement our business strategies;
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our ability to obtain financing for our global operations, including the funding of our vehicle fleet through the issuance of asset-backed securities and use of the global lending markets;
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an occurrence or threat of terrorism, pandemic disease, natural disasters, military conflict or civil unrest in the locations in which we operate;
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our dependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements with third parties;
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our ability to utilize derivative instruments, and the impact of derivative instruments we utilize, which can be affected by fluctuations in interest rates, gasoline prices and exchange rates, changes in government regulations and other factors;
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our ability to accurately estimate our future results;
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any major disruptions in our communication networks or information systems;
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our exposure to uninsured claims in excess of historical levels;
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our failure or inability to comply with laws, regulations or contractual obligations or any changes in laws, regulations or contractual obligations, including with respect to personally identifiable information and taxes;
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any impact on us from the actions of our licensees, dealers and independent contractors;
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any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business;
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risks related to our indebtedness, including our substantial outstanding debt obligations and our ability to incur substantially more debt;
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our ability to meet the financial and other covenants contained in the agreements governing our indebtedness;
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the terms of agreements among us and our former real estate, hospitality and travel distribution businesses following the separation of those businesses from us in 2006, particularly with respect to the allocation of assets and liabilities, including contingent liabilities and guarantees, the ability of each of the separated companies to perform its obligations, including indemnification obligations, under these agreements, and the right of our former real estate business to control the process for resolving disputes related to contingent liabilities and assets;
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risks associated with litigation or governmental or regulatory inquiries or investigations involving our Company;
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risks related to tax obligations and the effect of future changes in accounting standards;
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risks related to our October 2011 acquisition of Avis Europe plc (“Avis Europe”), including our ability to realize the synergies contemplated by the transaction;
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risks related to completed or future acquisitions or investments that we may pursue, including any incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired businesses; and
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other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services.
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ITEM 1. BUSINESS
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OVERVIEW
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COMPANY HISTORY
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SEGMENT INFORMATION
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North America
, provides car rentals in the United States and vehicle rentals in Canada, as well as ancillary products and services, and operates the Company’s Zipcar car sharing business;
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International
, provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services primarily in Europe, the Middle East, Africa, Asia, South America, Central America, the Caribbean, Australia and New Zealand; and
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Truck Rental
, provides truck rentals and ancillary products and services to consumers and commercial users in the United States.
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Total 2013 Rental Days
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Average 2013 Time and Mileage (“T&M”) Revenue per Day
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Average 2013 Rental Fleet Size
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North America
(a)
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89 million
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$40.55
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342,000
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International
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37 million
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$42.48
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145,000
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Truck Rental
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4 million
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$76.85
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25,000
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130 million
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512,000
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Composition of
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Composition of
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2013 Rental Days
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2013 Rental Fleet
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OUR STRATEGY
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Strategically Accelerate Growth
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We have pursued and will continue to pursue numerous opportunities intended to increase our revenues and make disproportionate contributions to our earnings. For instance:
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We are focused on promoting car class upgrades, adjusting our mix of vehicles to match customer demand, growing our rentals to small-business and international travelers, increasing the number of rentals that customers book through our own websites, increasing the proportion of transactions in which customers prepay us, and expanding our ancillary revenues derived from offering additional ancillary products and services to the rental transactions of an increasing percentage of our customers. We believe these efforts will each not only generate incremental revenue, but also add to profitability.
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We are focused on yield management and pricing optimization in an effort to increase the rental fees we earn per rental day. We have implemented technology systems that strengthen our yield management and that enable us to tailor our product and price offerings not only to meet our customers’ needs, but also in response to actions taken by our competitors. We expect to continue to adjust our pricing to bolster profitability and match changes in demand.
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We see significant growth opportunities related to our Zipcar brand. We expect to increase our Zipcar membership base by growing the number of businesses, government agencies and universities that Zipcar serves within its existing markets, as well as expanding the brand into new markets where our existing car rental presence will help enable the introduction of Zipcar’s car sharing services. We expect that such growth will include making more Zipcars available at airport locations, offering one-way usage of Zipcars at certain locations and cross-marketing partnerships through our well-established corporate and affinity relationships.
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We continue to focus on addressing the need of the deep-value segment of the vehicle rental industry with Payless and Apex and look to increase our profitability in this segment as we grow our revenues.
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Strengthening Our Global Position
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While we currently operate, either directly or through licensees, in approximately
175
countries around the world, we have strengthened and will continue to strengthen and further expand our global footprint through organic growth and potentially through acquisitions, joint ventures, licensing opportunities or other relationships:
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In countries where we have Company-operated locations, we will continue to identify opportunities to add new rental locations, to grant licenses to independent third parties for regions where we do not currently operate and/or do not wish to operate directly, to strengthen the presence of the Avis, Budget, Zipcar, Apex and Payless brands (including by multi-branding locations), as applicable, and to re-acquire previously granted license rights in certain cases.
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In countries operated by licensees, including our joint ventures in Brazil, China and India, we will seek to ensure that our licensees are well positioned to realize the growth potential of our brands in those countries and are aggressively growing their presence in those markets, and we expect to consider the re-acquisition of previously granted license rights in certain cases.
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Zipcar represents a substantial growth opportunity for us as we believe that there are numerous geographic markets outside the United States, particularly in Europe and Asia, where Zipcar’s proven car sharing model can be utilized to meet substantial, currently unmet transportation needs.
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Enhancing Customers’ Rental Experience
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We are committed to serving our customers and enhancing their rental experience, including through our
Customer Led, Service Driven
™ initiative, which is aimed at improving our customers’ rental experience with our brands, our systems and our employees. Following an extensive review of the ways, places and occasions in which our brands, our systems and our employees interact with existing and potential customers, we have implemented actions that we expect will improve the service we provide at these customer “touchpoints.” For example:
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Over the last two years, we have launched
Avis Preferred
Select & Go
™, a vehicle-choice program for customers, revised our rental agreements and receipts to improve transparency, and significantly expanded customer-service-oriented training of our employees, achieving significant increases in customer satisfaction.
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We continue to upgrade our technology, to make the reservation, pick-up and return process more convenient and user-friendly, with a particular emphasis on enabling and simplifying our customers’ online interactions with us.
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In 2013, we also made Avis and Budget rental agreements available in French, German, Portuguese and Spanish, as a courtesy to our customers at participating airport locations across North America.
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Controlling Costs and Driving Efficiency throughout the Organization
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We have continued our efforts to rigorously control costs. We continue to aggressively reduce expenses throughout our organization,
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We continued to develop and implement our Performance Excellence process improvement initiative to increase efficiencies, reduce operating costs and create sustainable cost savings using LEAN, Six Sigma and other tools. This initiative, which we have expanded to cover our operations in Europe and Asia, has generated substantial savings since its implementation and is expected to continue to provide incremental benefits.
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We have implemented initiatives to integrate Payless and Zipcar, to realize cost efficiencies from combined maintenance, systems, technology and administrative infrastructure, as well as fleet utilization benefits and savings by combining our car rental and car sharing fleets at times to reduce the number of unutilized Zipcars during the week and to better satisfy Zipcar’s unmet weekend demand.
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We have also continued to implement technology solutions, including self-service voice reservation technology, mobile communications with customers and fleet optimization technologies to reduce costs, and we will further continue to pursue innovative solutions to support our strategic initiatives.
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OUR BRANDS AND OPERATIONS
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Avis System Locations
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North
America
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International
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Total
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Company-operated locations
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1,400
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1,250
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2,650
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Licensee locations
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300
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2,500
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2,800
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Total Avis System Locations
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1,700
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3,750
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5,450
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Composition of
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Composition of
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Avis System Locations
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Avis System Revenue
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Avis Preferred, a counter bypass program available at major airport locations;
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Avis Preferred Select & Go, a service that allows customers at certain locations to select an alternate vehicle or upgrade their vehicle choice without visiting the rental counter;
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portable GPS navigation units for rent;
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premium luxury, sport and performance vehicles available for rent;
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availability of eco-friendly vehicles, including gas/electric hybrid vehicles;
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roadside assistance;
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emailed receipts;
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a 100% smoke-free car rental fleet in North America;
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electronic toll collection services that let customers pay highway tolls without waiting in toll booth lines;
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amenities such as Avis Access, a full range of special products and services for drivers and passengers with disabilities;
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Avis Interactive, a proprietary management tool that allows corporate clients to easily view and analyze their rental activity via the Internet, permitting these clients to better manage their travel budgets and monitor employee compliance with applicable travel policies;
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customer loyalty programs; and
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supporting online interactions with our customers through each of the four major mobile platforms – Android, Apple, BlackBerry and Microsoft Windows – which Avis in 2012 became the first car rental company to offer.
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Budget System Locations
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North
America
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International
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Total
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Company-operated locations
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1,050
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600
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1,650
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Licensee locations
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400
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1,300
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1,700
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Total Budget System Locations
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1,450
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1,900
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3,350
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Composition of
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Composition of
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Budget System Locations
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Budget System Revenue
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Cost-effective alternative to car ownership
- Members pay for time they reserve the vehicle and have no responsibility for the additional costs and hassles associated with car ownership, including parking, gas, taxes, registration, insurance, maintenance and lease payments.
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Convenience and accessible fleet
- Zipcars are interspersed throughout local neighborhoods where they are parked in reserved parking spaces and garages within an easy walk of where our members live and work. Members can book a designated vehicle online, by phone or via their mobile device, unlock the selected vehicle using a keyless entry card (called a “Zipcard”), and drive away. Because each Zipcar has a designated parking space, members are spared the often time-consuming undertaking of finding an available parking spot.
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Freedom and control -
Unlike public transportation, which operates on fixed routes and schedules, we provide our members with much of the freedom associated with car ownership. Like car owners, our members can choose when and where they want to drive. They also have the added benefit of being able to choose, based upon the readily available Zipcars in their neighborhoods, the make, model, type and even the color of the vehicle they want to drive based on their specific needs and desires for each trip.
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Responsible and sustainable living -
We are committed to providing our members with socially responsible, sustainable alternatives that support the global environment, their communities and city livability. Studies show that car sharing reduces the number of miles driven, the number of vehicles on the road and carbon emissions.
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Zipcar for Universities -
We provide college students, faculty, staff and local residents living in or near rural and urban campuses with access to Zipcars. Zipcars are located on over
300
college and university campuses. Our program for universities helps university administrators maximize the use of limited parking space on campus and reduce campus congestion while providing an important amenity for students, faculty, staff and local residents. In some cases, Zipcar is the only automobile transportation available to students, since many traditional rental car services have higher age restrictions.
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Zipcar for Business and Zipcar for Government -
We offer special programs to businesses, federal agencies and local governments seeking to save money, meet environmental sustainability goals and reduce parking requirements. We offer reduced membership fees and weekday driving rates to employees of companies, federal agencies and local governments that sponsor the use of Zipcars. We have also partnered with residential property managers and developers who provide their commercial and residential tenants with access to Zipcar memberships and Zipcars.
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FastFleet
- We offer a fleet management solution, known as FastFleet, to organizations that manage their own fleets of vehicles. Through this service, we license our proprietary vehicle-on-demand technology on a software-as-a-service basis to organizations that already manage their own fleets of vehicles. FastFleet enables these organizations to maximize the efficiency and reduce the cost of their own fleets by monitoring and improving per-vehicle utilization levels as well as streamlining the administrative efforts required to manage the vehicle fleet.
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We maintain marketing partnerships with several major airlines, including Air Canada, Air France, American Airlines, British Airways, Frontier Airlines, Iberia, KLM, Lufthansa, SAS, Southwest Airlines, United Airlines and Virgin America.
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We offer customers the ability to earn frequent traveler points with most major U.S. and European airlines’ frequent traveler programs, as well as those of Air Canada, Air New Zealand, Japan Airlines and Qantas, among others.
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Our brands are affiliated with the frequency programs of major hotel companies, including Hilton Hotels Corporation, Hyatt Corporation, Starwood Hotels and Resorts Worldwide, Inc. and Wyndham Worldwide. These arrangements provide incentives to loyalty program participants and provide us with cooperative marketing opportunities, including call transfer programs and online links with various partners’ websites.
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In 2013, we signed new agreements with Norwegian Cruise Lines, Spirit Airlines, SNCF (France’s national railway operator), Club Premier (Latin America’s first frequent flyer program), Taiwan High Speed Rail, FlightBridge and others.
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Fleet planning model
. We have a comprehensive decision tool to develop fleet plans and schedules for the acquisition and disposition of our fleet, along with fleet age, mix, mileage and cost reports based upon these plans and schedules. This tool allows management to monitor and change fleet volume and composition on a daily basis and to optimize our fleet plan based on estimated business levels and available repurchase and guaranteed depreciation programs. We also use third-party software to further optimize our fleet acquisition, rotation and disposition activities.
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Yield management
. We have a yield management system which is designed to enhance profits by providing greater control of vehicle availability and rate availability changes at our rental locations. Our system monitors and forecasts supply and demand to support our efforts to optimize volume and rate at each location. Integrated into this yield management system is a fleet distribution module that takes into consideration the costs as well as the potential benefits associated with distributing vehicles to various rental locations within a geographic area to accommodate rental demand at these locations. The fleet distribution module makes specific recommendations for movement of vehicles between locations.
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Pricing decision support systems
. Pricing in the vehicle rental industry is highly competitive and complex. To improve our ability to respond to rental rate changes in the marketplace, we have utilized sophisticated systems to gather and report competitive industry rental rate changes every day. Our systems, using data from third-party reservation systems as its source of information, automatically scan rate movements and report significant changes to our staff of pricing analysts for evaluation. These systems greatly enhance our ability to gather and respond to rate changes in the marketplace. In 2013, we began developing an integrated pricing and fleet optimization tool that we expect will allow us to test and implement improved pricing and fleet deployment strategies and optimization algorithms, as well as automate the implementation of certain price changes.
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Business mix model
. We have developed a strategic planning model to evaluate discrete components of our business relative to each other. The model considers revenue and costs to determine the potential margin contribution of each discrete segment. The model develops business mix and fleet optimization recommendations by using data from our financial systems, the Wizard system and the fleet and revenue management systems along with management’s objectives and targets.
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Enterprise data warehouse
. We have developed a sophisticated and comprehensive electronic data storage and retrieval system which retains information related to various aspects of our business. This
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Sales and marketing systems
. We have developed a sophisticated system of online data tracking which enables our sales force to analyze key account information of our corporate customers including historical and current rental activity, revenue and booking sources, top renting locations, rate usage categories and customer satisfaction data. We use this information, which is updated weekly and captured on a country-by-country basis, to assess opportunities for revenue growth, profitability and improvement.
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Campaign management
. We have deployed tools that enable us to recognize customer segments and value, and to automatically present appropriate offers on our Avis and Budget websites.
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Interactive adjustments
. We have developed a customer data system that allows us to easily retrieve pertinent customer information and make needed adjustments to completed rental transactions online for superior customer service. This data system links with our other accounting systems to handle any charge card transaction automatically.
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Interactive voice response system
. We have developed an automated voice response system that enables the automated processing of customer reservation confirmations, cancellations, identification of rental locations, extension of existing rentals and requests for copies of rental receipts over the phone using speech recognition software.
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On Location
. We introduced our “
On Location
®
” service to certain of our corporate customers, which enables self-service car rentals at their campus locations. This service consists of a two-way communications device connected to the vehicle’s on-board diagnostics system. This device retrieves key vehicle information that integrates with the Wizard system to perform a check-in and check-out of a vehicle in a self-service mode.
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process new member applications;
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manage reservations and keyless vehicle access;
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manage and monitor member interactions;
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manage billing and payment processing across multiple currencies;
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manage our car sharing fleet remotely; and
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monitor and analyze key metrics of each Zipcar such as utilization rate, mileage and maintenance requirements.
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Reservation System Software
. Our Zipcar reservation system processes membership applications and enables existing members to reserve Zipcars online, over the phone, using mobile applications on the iPhone or Android platforms, or through other web-enabled mobile devices. Through our reservation system, members have around-the-clock access to the complete, real-time inventory of Zipcars and can manage all necessary transactions online. Because all of our reservation and member services data is fed back into our centralized database, we are able to track and analyze aggregated member usage
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Fleet Administration System Software and Hardware
. Managing a widely dispersed fleet of Zipcars requires a comprehensive suite of tools optimized for car sharing. Each Zipcar is equipped with a telematics control unit, including mobile data service, radio frequency identification card readers, wireless antennae, wiring harness, vehicle interface modules and transponders for toll systems. This hardware, together with internally developed embedded firmware and vehicle server software, allows us to authorize secure access to our Zipcars from our data centers and provides us with a comprehensive set of fleet management data that is stored in our centralized database.
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OTHER BUSINESS CONSIDERATIONS
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Ethical Standards
. We seek to hold our employees to high ethical standards. We place great emphasis on professional conduct, safety and security, information protection and integrity. Our employees are required to follow our Code of Conduct and Business Principles. Our Code of Conduct represents the core of our business philosophy and values and covers numerous areas, including standards of work-related behavior; security of information, systems and other assets; conflicts of interest; securities laws; and community service. We provide employees with training to help understand both our Code of Conduct and how to interpret it in various situations. Failure to comply with our Code of Conduct is grounds for disciplinary action, up to and including termination of employment.
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Data Protection.
We are committed to taking appropriate measures to properly secure information, records, systems and property. Employees are trained to take particular precautions to protect the Company, our employees, vendors and customers, and, in many cases, themselves, from the unlawful or inappropriate use or disclosure of that information.
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Employee Benefits Programs.
Our employees are critical to our success. To ensure their well-being and professional growth we generally offer a competitive salary plus incentive compensation potential and comprehensive benefits. In addition, we offer health and welfare benefits that may include a range of training, employee assistance and personal development programs to help employees and their families prosper. Our employee benefits programs are all offered and administered in compliance with applicable local law.
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Equal Opportunity Employment
. We are committed to providing equal employment opportunity to all applicants and employees without regard to race, color, religion, sex, sexual orientation, age, marital status, national origin, citizenship, physical or mental disability, military veteran status, or any other protected classification under any applicable law. In addition, the Company will reasonably accommodate known disabilities and religious beliefs of employees and qualified applicants.
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Diversity
. As a growing global organization, the Company is proud of the diversity of its workforce. We strive to attract and retain talented and diverse people throughout our organization. We engage in several initiatives to support diversity throughout our Company, including programs specifically designed to develop female leaders in our organization and our commitment to assisting current and former military
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Environment
. The Company has taken numerous steps to minimize its environmental impact, including contracting with licensed vendors to recycle used motor oil, oil filters, parts and brake cleaner fluids. Car washes installed at our facilities typically recycle and reuse at least 80 percent of their wastewater. Many of our model-year 2013 and 2014 vehicles are EPA SmartWay Certified by the United States Environmental Protection Agency as “green” vehicles. Our rental fleet also includes gas/electric hybrid vehicles which offer outstanding fuel efficiency and reduced emissions.
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Philanthropy
. The Company is committed to supporting the communities in which it operates by working with nonprofit organizations focused on assisting those in need. Through relationships with widely-recognized charitable groups and outreach through the Avis Budget Group Charitable Foundation and employee volunteer teams, the Company and its employees contribute to many worthwhile organizations and deserving causes that help improve our communities.
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ITEM 1A. RISK FACTORS
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multiple and potentially conflicting laws, regulations and policies that are subject to change;
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the imposition of currency restrictions, restrictions on repatriation of earnings or other restraints;
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local ownership or investment requirements, as well as difficulties in obtaining financing in foreign countries for local operations;
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varying tax regimes, including consequences from changes in applicable tax laws;
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national and international conflict, including terrorist acts; and
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political and economic instability or civil unrest that may severely disrupt economic activity in affected countries.
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traditional and online travel agencies, airlines and hotel companies, marketing partners such as credit card companies and membership organizations and other entities that help us attract customers; and
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global distribution systems, such as Amadeus, Galileo/Apollo, Sabre and Worldspan that connect travel agents, travel service providers and corporations to our reservations systems.
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inconsistencies between our standards, procedures and policies and those of the acquired business;
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the increased scope and complexity of our operations could require significant attention from management and could impose constraints on our operations or other projects;
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unforeseen expenses, delays or conditions, including required regulatory or other third-party approvals or consents;
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the costs of compliance with U.S. and international laws and regulations, including the acquisition or assumption of unexpected liabilities, litigation, penalties or other enforcement actions;
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provisions in our and the acquired business’s contracts with third parties that could limit our flexibility to take certain actions or our ability to retain customers;
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higher than expected costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies;
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higher than expected investments may be required to implement necessary compliance processes and related systems, including accounting systems and internal controls over financial reporting;
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limitations on, or costs associated with, workforce reductions;
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the Company may fail to implement its strategy for a particular acquisition, including successfully integrating the acquired business;
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the Company may fail to retain, motivate and integrate key management and other employees of the acquired business; and
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the possibility of other costs or inefficiencies associated with the integration and consolidation of operational and administrative systems, processes and infrastructures of the combined company.
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incur additional debt to fund working capital, capital expenditures, debt service requirements, execution of our business strategy or acquisitions and other purposes;
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provide guarantees in respect of obligations of other persons;
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pay dividends or distributions, redeem or repurchase capital stock;
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prepay, redeem or repurchase debt;
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create or incur liens;
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make distributions from our subsidiaries;
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sell assets and capital stock of our subsidiaries;
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consolidate or merge with or into, or sell substantially all of our assets to, another person; and
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respond to adverse changes in general economic, industry and competitive conditions, as well as changes in government regulation and changes to our business.
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our quarterly or annual earnings, or those of other companies in our industry, including our key suppliers;
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financial estimates that we provide to the public, any changes in such estimates, or our failure to meet such estimates;
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•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
announcements by us or our competitors of acquisitions, dispositions, strategies, marketing affiliations, projections, fleet costs, pricing actions or other competitive actions;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
changes in investors’ and analysts’ perceptions of our industry, business or related industries;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
overall market fluctuations;
|
•
|
success or failure of competitive service offerings or technologies;
|
•
|
tax or regulatory developments in the United States or foreign countries;
|
•
|
litigation involving us; and
|
•
|
general economic conditions and conditions in the credit markets.
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
ITEM 2. PROPERTIES
|
ITEM 3. LEGAL PROCEEDINGS
|
ITEM 4. MINE SAFETY DISCLOSURES
|
|
|
High
|
|
Low
|
||||
|
2013
|
|
|
|
||||
|
First Quarter
|
$
|
28.47
|
|
|
$
|
20.32
|
|
|
Second Quarter
|
34.21
|
|
|
25.74
|
|
||
|
Third Quarter
|
33.30
|
|
|
26.57
|
|
||
|
Fourth Quarter
|
40.72
|
|
|
27.77
|
|
||
|
|
|
|
|
||||
|
|
High
|
|
Low
|
||||
|
2012
|
|
|
|
||||
|
First Quarter
|
$
|
15.52
|
|
|
$
|
10.59
|
|
|
Second Quarter
|
16.97
|
|
|
11.93
|
|
||
|
Third Quarter
|
17.90
|
|
|
12.85
|
|
||
|
Fourth Quarter
|
20.49
|
|
|
15.32
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Stock Units
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(Excludes Restricted
Stock Units) ($)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
(b)
|
||||
Equity compensation plans approved by security holders
|
|
4,734,867
|
|
|
$
|
2.82
|
|
|
6,023,674
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,734,867
|
|
|
$
|
2.82
|
|
|
6,023,674
|
|
(a)
|
Includes options and other awards granted under the following plans approved by stockholders: the Amended and Restated 2007 Equity and Incentive Plan, the 1997 Stock Incentive Plan, the 1997 Stock Option Plan and the Directors Deferred Compensation Plan. The 1997 Stock Incentive Plan, the 1997 Stock Option Plan and the Directors Deferred Compensation Plan were each approved with respect to an initial allocation of shares.
|
(b)
|
Represents 3,546,821 shares available for issuance under the Amended and Restated 2007 Equity and Incentive Plan and 2,476,853 shares available for issuance pursuant to the 2009 Employee Stock Purchase Plan.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
October 1-31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
175,342,769
|
|
November 1-30, 2013
|
|
359,942
|
|
|
33.95
|
|
|
359,942
|
|
|
163,122,400
|
|
||
December 1-31, 2013
|
|
361,875
|
|
|
37.49
|
|
|
361,875
|
|
|
149,554,997
|
|
||
Total
|
|
721,817
|
|
|
$
|
35.73
|
|
|
721,817
|
|
|
$
|
149,554,997
|
|
|
As of December 31,
|
|||||||||||||||||
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|||||||
Avis Budget Group
|
$
|
100.00
|
|
|
$
|
1,874.29
|
|
$
|
2,178.57
|
|
$
|
1,531.43
|
|
$
|
2,831.43
|
|
$
|
5,774.29
|
S&P MidCap 400 Index
|
$
|
100.00
|
|
|
$
|
137.38
|
|
$
|
173.98
|
|
$
|
170.96
|
|
$
|
201.53
|
|
$
|
269.04
|
Dow Jones U.S. Transportation Average Index
|
$
|
100.00
|
|
|
$
|
118.58
|
|
$
|
150.29
|
|
$
|
150.30
|
|
$
|
161.64
|
|
$
|
228.52
|
ITEM 6. SELECTED FINANCIAL DATA
|
|
|
As of or For the Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
|
(In millions, except per share data)
|
|
|
||||||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net revenues
|
$
|
7,937
|
|
|
$
|
7,357
|
|
|
$
|
5,900
|
|
|
$
|
5,185
|
|
|
$
|
5,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
|
$
|
54
|
|
|
$
|
(47
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA
(a)
(b)
|
$
|
708
|
|
|
$
|
802
|
|
|
$
|
605
|
|
|
$
|
398
|
|
|
$
|
205
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings (loss) Per Share
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
$
|
0.15
|
|
|
$
|
2.72
|
|
|
$
|
(0.28
|
)
|
|
$
|
0.53
|
|
|
$
|
(0.46
|
)
|
|
Diluted
|
0.15
|
|
|
2.42
|
|
|
(0.28
|
)
|
|
0.49
|
|
|
(0.46
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets
|
$
|
16,284
|
|
|
$
|
15,218
|
|
|
$
|
12,938
|
|
|
$
|
10,327
|
|
|
$
|
10,093
|
|
|
Assets under vehicle programs
|
10,452
|
|
|
10,099
|
|
|
9,090
|
|
|
6,865
|
|
|
6,522
|
|
||||||
Corporate debt
|
3,394
|
|
|
2,905
|
|
|
3,205
|
|
|
2,502
|
|
|
2,131
|
|
||||||
Debt under vehicle programs
(c)
|
7,337
|
|
|
6,806
|
|
|
5,564
|
|
|
4,515
|
|
|
4,374
|
|
||||||
Stockholders’ equity
|
771
|
|
|
757
|
|
|
412
|
|
|
410
|
|
|
222
|
|
(a)
|
The following table reconciles Adjusted EBITDA to Net income (loss) within our Selected Financial Data, which we define as income from continuing operations before non-vehicle related depreciation and amortization, any impairment charge, early extinguishment of debt, non-vehicle related interest, transaction-related costs and income taxes. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Adjusted EBITDA
|
$
|
708
|
|
|
$
|
802
|
|
|
$
|
605
|
|
|
$
|
398
|
|
|
$
|
205
|
|
Less: Non-vehicle related depreciation and amortization
|
152
|
|
|
125
|
|
|
95
|
|
|
90
|
|
|
96
|
|
|||||
Interest expense related to corporate debt, net
|
228
|
|
|
268
|
|
|
219
|
|
|
170
|
|
|
153
|
|
|||||
Early extinguishment of debt
|
147
|
|
|
75
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|||||
Transaction-related costs
|
51
|
|
|
34
|
|
|
255
|
|
|
14
|
|
|
—
|
|
|||||
Impairment
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Income (loss) before income taxes
|
97
|
|
|
300
|
|
|
36
|
|
|
72
|
|
|
(77
|
)
|
|||||
Provision for (benefit from) income taxes
|
81
|
|
|
10
|
|
|
65
|
|
|
18
|
|
|
(30
|
)
|
|||||
Net income (loss)
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
|
$
|
54
|
|
|
$
|
(47
|
)
|
(b)
|
Adjusted EBITDA includes restructuring costs of $61 million, $38 million, $5 million, $11 million and $20 million for the years ended December 31, 2013, 2012, 2011, 2010 and 2009, respectively.
|
(c)
|
Includes related-party debt due to Avis Budget Rental Car Funding (AESOP) LLC (“Avis Budget Rental Car Funding”). See Note 14 to our Consolidated Financial Statements.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
|
|
OPERATIONS
|
OVERVIEW
|
•
|
time and mileage (“T&M”) fees charged to our customers for vehicle rentals;
|
•
|
payments from our customers with respect to certain operating expenses we incur, including gasoline and vehicle licensing fees, as well as concession fees, which we pay in exchange for the right to operate at airports and other locations;
|
•
|
sales of loss damage waivers and insurance and rentals of navigation units and other items in conjunction with vehicle rentals; and
|
•
|
royalty revenue from our licensees in conjunction with their vehicle rental transactions.
|
•
|
worldwide enplanements;
|
•
|
fleet, pricing, marketing and strategic decisions made by us and by our competitors;
|
•
|
changes in fleet costs and in conditions in the used vehicle marketplace;
|
•
|
changes in borrowing costs and in market willingness to purchase corporate and vehicle-related debt;
|
•
|
our acquisitions, our integration of acquired operations and our realization of synergies, particularly with respect to Zipcar and Avis Europe;
|
•
|
demand for car sharing services;
|
•
|
changes in the price of gasoline;
|
•
|
changes in currency exchange rates; and
|
•
|
demand for truck rentals.
|
•
|
Our net revenues increased
8%
year-over-year to
$7.9 billion
in
2013
, primarily due to a 3% increase in Avis and Budget rental days, as well as the acquisitions of Zipcar and Payless Car Rental (“Payless”).
|
•
|
Pricing (our average T&M revenue per rental day) increased 1% in North America, excluding Zipcar and Payless, driven by a 3% increase in leisure pricing.
|
•
|
Adjusted EBITDA totaled
$708 million
in
2013
, which represents a
12%
decline from
$802 million
in
2012
primarily due to higher fleet costs in North America.
|
•
|
We completed the acquisition of Zipcar, the world’s leading car sharing network, in March
2013
.
|
•
|
We repurchased
$62 million
principal amount of our outstanding 3½% Convertible Senior Notes due 2014 and
$50 million
of our common stock, reducing our diluted shares outstanding by approximately 5.4 million shares.
|
•
|
We completed the acquisition of Payless, the sixth largest car rental company in North America, in July
2013
.
|
•
|
We acquired a 50% ownership stake in our Brazilian licensee for Avis and Budget in August
2013
.
|
•
|
Our share price increased 104% to $40.42.
|
RESULTS OF OPERATIONS
|
|
|
|
|
Year Ended
December 31, |
|
|
|
|
|||||||||
|
|
|
|
2013
|
|
2012
|
|
Change
|
|
% Change
|
|||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
5,707
|
|
|
$
|
5,297
|
|
|
$
|
410
|
|
|
8
|
%
|
||
|
Other
|
2,230
|
|
|
2,060
|
|
|
170
|
|
|
8
|
%
|
|||||
Net revenues
|
7,937
|
|
|
7,357
|
|
|
580
|
|
|
8
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
4,074
|
|
|
3,824
|
|
|
250
|
|
|
7
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
1,811
|
|
|
1,471
|
|
|
340
|
|
|
23
|
%
|
|||||
|
Selling, general and administrative
|
1,019
|
|
|
925
|
|
|
94
|
|
|
10
|
%
|
|||||
|
Vehicle interest, net
|
264
|
|
|
297
|
|
|
(33
|
)
|
|
(11
|
%)
|
|||||
|
Non-vehicle related depreciation and amortization
|
152
|
|
|
125
|
|
|
27
|
|
|
22
|
%
|
|||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|||||||||
|
|
Interest expense
|
228
|
|
|
268
|
|
|
(40
|
)
|
|
(15
|
%)
|
||||
|
|
Early extinguishment of debt
|
147
|
|
|
75
|
|
|
72
|
|
|
96
|
%
|
||||
|
Restructuring expense
|
61
|
|
|
38
|
|
|
23
|
|
|
61
|
%
|
|||||
|
Transaction-related costs
|
51
|
|
|
34
|
|
|
17
|
|
|
50
|
%
|
|||||
|
Impairment
|
33
|
|
|
—
|
|
|
33
|
|
|
*
|
|
|||||
Total expenses
|
7,840
|
|
|
7,057
|
|
|
783
|
|
|
11
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
97
|
|
|
300
|
|
|
(203
|
)
|
|
(68
|
%)
|
||||||
Provision for income taxes
|
81
|
|
|
10
|
|
|
71
|
|
|
*
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(274
|
)
|
|
(94
|
%)
|
*
|
Not meaningful.
|
•
|
Operating expenses decreased to 51.3% of revenue from 52.0% in the prior year, driven by cost-reduction efforts.
|
•
|
Vehicle depreciation and lease charges increased to 22.8% of revenue from 20.0% in 2012, principally due to higher per-unit fleet costs amid an anticipated normalization of used-car residual values.
|
•
|
Selling, general and administrative costs increased to 12.8% of revenue from 12.6% in 2012.
|
•
|
Vehicle interest costs declined to 3.3% of revenue compared to 4.0% in the prior year, principally due to lower borrowing rates.
|
*
|
Not meaningful.
|
(a)
|
Includes unallocated corporate overhead and the elimination of transactions between reportable segments.
|
(b)
|
For 2013, primarily represents costs related to the integration of acquired businesses and our acquisition of Zipcar and, for 2012, primarily represents costs related to the integration of the operations of Avis Europe.
|
(c)
|
We recorded a charge of
$33 million
for the impairment of our equity-method investment in our Brazilian licensee.
|
|
|
2013
|
|
2012
|
|
% Change
|
|||||
Revenue
|
|
$
|
5,083
|
|
|
$
|
4,640
|
|
|
10
|
%
|
Adjusted EBITDA
|
|
500
|
|
|
556
|
|
|
(10
|
%)
|
•
|
Operating expenses were 49.4% of revenue, a decrease from 50.4% in the prior year, primarily due to higher pricing and our continued cost-reduction efforts.
|
•
|
Vehicle depreciation and lease charges increased to 24.8% of revenue from 20.3% in 2012, due to 25% higher per-unit fleet costs, excluding acquisitions.
|
•
|
Selling, general and administrative costs decreased to 11.8% of revenue from 12.0% in the prior year.
|
•
|
Vehicle interest costs declined to 4.0% of revenue compared to 5.3% in the prior year, principally due to lower borrowing rates.
|
|
|
2013
|
|
2012
|
|
% Change
|
|||||
Revenue
|
|
$
|
2,481
|
|
|
$
|
2,342
|
|
|
6
|
%
|
Adjusted EBITDA
|
|
240
|
|
|
234
|
|
|
3
|
%
|
•
|
Operating expenses, at 52.9% of revenue, remained level compared to the prior year.
|
•
|
Vehicle depreciation and lease costs decreased to 20.2% of revenue from 20.6% in the prior year, principally due to an increase in fleet utilization.
|
•
|
Selling, general and administrative costs increased to 13.9% of revenue from 13.3% in the prior-year, primarily due to increased marketing commissions.
|
•
|
Vehicle interest costs increased to 1.9% of revenue compared to 1.6% in the prior year, due to lower cash balances in 2013.
|
|
|
2013
|
|
2012
|
|
% Change
|
|||||
Revenue
|
|
$
|
373
|
|
|
$
|
374
|
|
|
0
|
%
|
Adjusted EBITDA
|
|
15
|
|
|
33
|
|
|
(55
|
%)
|
|
|
2013
|
|
2012
|
|
% Change
|
||||
Revenue
|
|
$
|
—
|
|
|
$
|
1
|
|
|
*
|
Adjusted EBITDA
|
|
(47
|
)
|
|
(21
|
)
|
|
*
|
*
|
Not meaningful
|
|
|
|
|
Year Ended
December 31, |
|
|
|
|
|||||||||
|
|
|
|
2012
|
|
2011
|
|
Change
|
|
% Change
|
|||||||
Revenues
|
|
|
|
|
|
|
|
||||||||||
|
Vehicle rental
|
$
|
5,297
|
|
|
$
|
4,338
|
|
|
$
|
959
|
|
|
22
|
%
|
||
|
Other
|
2,060
|
|
|
1,562
|
|
|
498
|
|
|
32
|
%
|
|||||
Net revenues
|
7,357
|
|
|
5,900
|
|
|
1,457
|
|
|
25
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
||||||||||
|
Operating
|
3,824
|
|
|
3,025
|
|
|
799
|
|
|
26
|
%
|
|||||
|
Vehicle depreciation and lease charges, net
|
1,471
|
|
|
1,223
|
|
|
248
|
|
|
20
|
%
|
|||||
|
Selling, general and administrative
|
925
|
|
|
756
|
|
|
169
|
|
|
22
|
%
|
|||||
|
Vehicle interest, net
|
297
|
|
|
286
|
|
|
11
|
|
|
4
|
%
|
|||||
|
Non-vehicle related depreciation and amortization
|
125
|
|
|
95
|
|
|
30
|
|
|
32
|
%
|
|||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|||||||||
|
|
Interest expense
|
268
|
|
|
219
|
|
|
49
|
|
|
22
|
%
|
||||
|
|
Early extinguishment of debt
|
75
|
|
|
—
|
|
|
75
|
|
|
*
|
|
||||
|
Restructuring expense
|
38
|
|
|
5
|
|
|
33
|
|
|
*
|
|
|||||
|
Transaction-related costs
|
34
|
|
|
255
|
|
|
(221
|
)
|
|
(87
|
%)
|
|||||
Total expenses
|
7,057
|
|
|
5,864
|
|
|
1,193
|
|
|
20
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
300
|
|
|
36
|
|
|
264
|
|
|
*
|
|
||||||
Provision for income taxes
|
10
|
|
|
65
|
|
|
(55
|
)
|
|
(85
|
%)
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
290
|
|
|
$
|
(29
|
)
|
|
$
|
319
|
|
|
*
|
|
*
|
Not meaningful.
|
•
|
Operating expenses were 52.0% of revenue, versus 51.3% in the prior year, primarily due to the acquisition of Avis Europe.
|
•
|
Vehicle depreciation and lease costs declined to 20.0% of revenue in 2012, from 20.7% in 2011, primarily due to lower per-unit fleet costs in North America amid robust used-car residual values in the first half of the year, partially offset by the acquisition of Avis Europe.
|
•
|
Selling, general and administrative costs decreased to 12.6% of revenue, versus 12.8% in 2011, as a result of our cost-reduction initiatives.
|
•
|
Vehicle interest costs declined to 4.0% of revenue, compared to 4.8% in the prior-year period, principally due to lower borrowing rates.
|
*
|
Not meaningful
|
(a)
|
Includes unallocated corporate overhead and the elimination of transactions between segments.
|
(b)
|
For 2012, primarily represents costs related to the integration of the operations of Avis Europe and, for 2011, primarily represents costs related to our acquisition of Avis Europe and our previous efforts to acquire Dollar Thrifty.
|
|
|
2012
|
|
2011
|
|
% Change
|
|||||
Revenue
|
|
$
|
4,640
|
|
|
$
|
4,495
|
|
|
3
|
%
|
Adjusted EBITDA
|
|
556
|
|
|
442
|
|
|
26
|
%
|
•
|
Operating expenses decreased to 50.4% of revenue versus 50.6% in the prior year, highlighting our cost-reduction efforts in an environment where our T&M revenue per day declined.
|
•
|
Vehicle depreciation and lease costs declined to 20.3% of revenue in 2012 from 21.5% in the prior year, primarily due to lower per-unit fleet costs amid strong used-car residual values during the first half of 2012.
|
•
|
Selling, general and administrative costs decreased to 12.0% of revenue, compared to 12.1% of revenue for 2011.
|
•
|
Vehicle interest expense decreased to 5.3% of revenue versus 5.9% in the prior year, principally due to lower borrowing rates.
|
|
|
2012
|
|
2011
|
|
% Change
|
|||||
Revenue
|
|
$
|
2,342
|
|
|
$
|
1,028
|
|
|
128
|
%
|
Adjusted EBITDA
|
|
234
|
|
|
127
|
|
|
84
|
%
|
•
|
Operating expenses were 52.9% of revenue, an increase from 50.1% in the prior-year, primarily due to the acquisition of Avis Europe, partially offset by an increase in ancillary revenues (excluding Avis Europe).
|
•
|
Vehicle depreciation and lease costs increased to 20.6% of revenue from 20.4% in 2012, primarily due to the acquisition of Avis Europe.
|
•
|
Selling, general and administrative costs decreased to 13.3% of revenue from 15.7% in the prior year, primarily due to the acquisition of Avis Europe.
|
•
|
Vehicle interest costs increased to 1.6% of revenue compared to 1.1% in 2012, primarily due to the acquisition of Avis Europe.
|
|
|
2012
|
|
2011
|
|
% Change
|
|||||
Revenue
|
|
$
|
374
|
|
|
$
|
376
|
|
|
(1
|
%)
|
Adjusted EBITDA
|
|
33
|
|
|
49
|
|
|
(33
|
%)
|
*
|
Not meaningful
|
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
|
|
As of December 31,
|
|
|
||||||||
|
2013
|
|
2012
|
|
Change
|
||||||
Total assets exclusive of assets under vehicle programs
|
$
|
5,832
|
|
|
$
|
5,119
|
|
|
$
|
713
|
|
Total liabilities exclusive of liabilities under vehicle programs
|
5,720
|
|
|
5,197
|
|
|
523
|
|
|||
Assets under vehicle programs
|
10,452
|
|
|
10,099
|
|
|
353
|
|
|||
Liabilities under vehicle programs
|
9,793
|
|
|
9,264
|
|
|
529
|
|
|||
Stockholders’ equity
|
771
|
|
|
757
|
|
|
14
|
|
•
|
issued
$500 million
of 5½% Senior Notes due 2023;
|
•
|
amended and borrowed an incremental
$300 million
under the Floating Rate Term Loan due 2019;
|
•
|
issued €250 million (approximately $325 million, at issuance) of 6% Euro-denominated Senior Notes due 2021;
|
•
|
issued $250 million of Floating Rate Senior Notes due 2017; and
|
•
|
amended our senior revolving credit facility to extend its maturity to 2018, expand its borrowing capacity to
$1.65 billion
, and reduce its borrowing spread by 75 basis points;
|
•
|
fund our acquisitions of Zipcar and Payless;
|
•
|
retire the entire $450 million principal amount outstanding of our 9⅝% Senior Notes due 2018;
|
•
|
repay the entire $250 million principal amount outstanding of our Floating Rate Senior Notes due 2014;
|
•
|
repurchase
$62 million
of our 3½% Convertible Notes due 2014;
|
•
|
repay all $49 million of our Floating Rate Term Loan due 2016;
|
•
|
repay $39 million of our 8¼% Senior Notes due 2019;
|
•
|
repay approximately $27 million principal amount outstanding of our 9¾% Senior Notes due 2020; and
|
•
|
repurchase approximately
1.6 million
shares of our outstanding common stock.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2013
|
|
2012
|
|
Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,253
|
|
|
$
|
1,889
|
|
|
$
|
364
|
|
Investing activities
|
(2,234
|
)
|
|
(2,073
|
)
|
|
(161
|
)
|
|||
Financing activities
|
76
|
|
|
250
|
|
|
(174
|
)
|
|||
Effects of exchange rate changes
|
(8
|
)
|
|
6
|
|
|
(14
|
)
|
|||
Net change in cash and cash equivalents
|
87
|
|
|
72
|
|
|
15
|
|
|||
Cash and cash equivalents, beginning of period
|
606
|
|
|
534
|
|
|
72
|
|
|||
Cash and cash equivalents, end of period
|
$
|
693
|
|
|
$
|
606
|
|
|
$
|
87
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2012
|
|
2011
|
|
Change
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,889
|
|
|
$
|
1,578
|
|
|
$
|
311
|
|
Investing activities
|
(2,073
|
)
|
|
(2,373
|
)
|
|
300
|
|
|||
Financing activities
|
250
|
|
|
424
|
|
|
(174
|
)
|
|||
Effects of exchange rate changes
|
6
|
|
|
(6
|
)
|
|
12
|
|
|||
Net change in cash and cash equivalents
|
72
|
|
|
(377
|
)
|
|
449
|
|
|||
Cash and cash equivalents, beginning of period
|
534
|
|
|
911
|
|
|
(377
|
)
|
|||
Cash and cash equivalents, end of period
|
$
|
606
|
|
|
$
|
534
|
|
|
$
|
72
|
|
|
|
|
As of December 31,
|
|
|
||||||||
|
Maturity Date
|
|
2013
|
|
2012
|
|
Change
|
||||||
Floating Rate Senior Notes
|
May 2014
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
(250
|
)
|
3½% Convertible Notes
(a)
|
October 2014
|
|
66
|
|
|
128
|
|
|
(62
|
)
|
|||
Floating Rate Term Loan
(b)
|
May 2016
|
|
—
|
|
|
49
|
|
|
(49
|
)
|
|||
4⅞% Senior Notes
|
November 2017
|
|
300
|
|
|
300
|
|
|
—
|
|
|||
Floating Rate Senior Notes
(c)
|
December 2017
|
|
247
|
|
|
—
|
|
|
247
|
|
|||
9⅝% Senior Notes
|
March 2018
|
|
—
|
|
|
446
|
|
|
(446
|
)
|
|||
8¼% Senior Notes
|
January 2019
|
|
691
|
|
|
730
|
|
|
(39
|
)
|
|||
Floating Rate Term Loan
(b) (d)
|
March 2019
|
|
989
|
|
|
689
|
|
|
300
|
|
|||
9¾% Senior Notes
|
March 2020
|
|
223
|
|
|
250
|
|
|
(27
|
)
|
|||
6% Euro-denominated Senior Notes
|
March 2021
|
|
344
|
|
|
—
|
|
|
344
|
|
|||
5½% Senior Notes
|
April 2023
|
|
500
|
|
|
—
|
|
|
500
|
|
|||
|
|
|
3,360
|
|
|
2,842
|
|
|
518
|
|
|||
Other
|
|
|
34
|
|
|
63
|
|
|
(29
|
)
|
|||
Total
|
|
|
$
|
3,394
|
|
|
$
|
2,905
|
|
|
$
|
489
|
|
(a)
|
The 3½% Convertible Notes due 2014 are convertible by the holders into approximately 4 million shares of our common stock as of
December 31, 2013
.
|
(b)
|
The Floating Rate Term Loans are part of our senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.
|
(c)
|
As of
December 31, 2013
, the Floating Rate Senior Notes due 2017 bear interest at the three-month LIBOR, plus 275 basis points, for an aggregate rate of 3.00%. We have entered into a swap to hedge our interest rate exposure related to these notes at an aggregate rate of
3.58%
.
|
(d)
|
As of
December 31, 2013
, the Floating Rate Term Loan due 2019 bears interest at the greater of three-month LIBOR or
0.75%
, plus 225 basis points, for an aggregate rate of
3.00%
. We have entered into a swap to hedge
$600 million
of our interest rate exposure related to the floating rate term loan at an aggregate rate of
3.96%
.
|
|
As of December 31,
|
|
|
||||||||
|
2013
|
|
2012
|
|
Change
|
||||||
North America – Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
5,656
|
|
|
$
|
5,203
|
|
|
$
|
453
|
|
North America – Canadian borrowings
|
400
|
|
|
353
|
|
|
47
|
|
|||
International – Debt borrowings
|
731
|
|
|
679
|
|
|
52
|
|
|||
International – Capital leases
|
289
|
|
|
315
|
|
|
(26
|
)
|
|||
Truck Rental – Debt borrowings
(b)
|
226
|
|
|
253
|
|
|
(27
|
)
|
|||
Other
(c)
|
35
|
|
|
3
|
|
|
32
|
|
|||
Total
|
$
|
7,337
|
|
|
$
|
6,806
|
|
|
$
|
531
|
|
(a)
|
The increase reflects additional borrowings principally to fund an increase in our fleet driven by increased rental volume and the acquisitions of Zipcar and Payless.
|
(b)
|
The decrease reflects reduced borrowings due to a decrease in the size of our truck fleet.
|
(c)
|
The increase is principally related to Zipcar capital leases.
|
|
Corporate Debt
|
|
Debt Under Vehicle Programs
|
||||
Due in 2014
|
$
|
89
|
|
|
$
|
1,264
|
|
Due in 2015
|
17
|
|
|
1,534
|
|
||
Due in 2016
|
16
|
|
|
1,618
|
|
||
Due in 2017
|
561
|
|
|
998
|
|
||
Due in 2018
|
11
|
|
|
1,532
|
|
||
Thereafter
|
2,700
|
|
|
391
|
|
||
|
$
|
3,394
|
|
|
$
|
7,337
|
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Letters of Credit Issued
|
|
Available Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
598
|
|
|
$
|
1,052
|
|
Other credit facilities
(b)
|
13
|
|
|
1
|
|
|
—
|
|
|
12
|
|
(a)
|
The senior revolving credit facility bears interest of one-month LIBOR, plus 225 basis points. The senior revolving credit facility is part of our senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of our intellectual property and certain other real and personal property.
|
(b)
|
These credit facilities encompass bank overdraft lines of credit, bearing interest of
4.50%
to
5.69%
as of
December 31, 2013
.
|
|
Total Capacity
(a)
|
|
Outstanding Borrowings
|
|
Available Capacity
|
||||||
North America – Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
8,031
|
|
|
$
|
5,656
|
|
|
$
|
2,375
|
|
North America – Canadian borrowings
(c)
|
753
|
|
|
400
|
|
|
353
|
|
|||
International – Debt borrowings
(d)
|
1,408
|
|
|
731
|
|
|
677
|
|
|||
International – Capital Leases
(e)
|
404
|
|
|
289
|
|
|
115
|
|
|||
Truck Rental – Debt borrowings
(f)
|
233
|
|
|
226
|
|
|
7
|
|
|||
Other
(g)
|
35
|
|
|
35
|
|
|
—
|
|
|||
Total
|
$
|
10,864
|
|
|
$
|
7,337
|
|
|
$
|
3,527
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by approximately
$7.3 billion
of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by
$549 million
of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by
$1.3 billion
of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by
$306 million
of underlying vehicles and related assets.
|
(f)
|
The outstanding debt is collateralized by
$338 million
of underlying vehicles and related assets.
|
(g)
|
The outstanding debt is collateralized by
$28 million
of underlying vehicles and related assets.
|
LIQUIDITY RISK
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Corporate debt
|
$
|
89
|
|
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
561
|
|
|
$
|
11
|
|
|
$
|
2,700
|
|
|
$
|
3,394
|
|
Debt under vehicle
programs
|
1,264
|
|
|
1,534
|
|
|
1,618
|
|
|
998
|
|
|
1,532
|
|
|
391
|
|
|
7,337
|
|
|||||||
Debt interest
|
403
|
|
|
347
|
|
|
288
|
|
|
236
|
|
|
184
|
|
|
196
|
|
|
1,654
|
|
|||||||
Operating leases
(a)
|
561
|
|
|
368
|
|
|
288
|
|
|
215
|
|
|
162
|
|
|
719
|
|
|
2,313
|
|
|||||||
Commitments to purchase vehicles
(b)
|
6,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,420
|
|
|||||||
Defined benefit pension plan contributions
(c)
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Other purchase
commitments
(d)
|
90
|
|
|
30
|
|
|
18
|
|
|
12
|
|
|
10
|
|
|
—
|
|
|
160
|
|
|||||||
Contingent consideration
(e)
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
Total
(f)
|
$
|
8,847
|
|
|
$
|
2,308
|
|
|
$
|
2,228
|
|
|
$
|
2,022
|
|
|
$
|
1,899
|
|
|
$
|
4,006
|
|
|
$
|
21,310
|
|
(a)
|
Operating lease obligations are presented net of sublease rentals to be received (see Note 15 to our Consolidated Financial Statements) and include commitments to enter into operating leases.
|
(b)
|
Represents commitments to purchase vehicles, the majority of which are from Ford Motor Company, General Motors Company and Chrysler Group LLC. These commitments are generally subject to the vehicle manufacturers satisfying their obligations under the repurchase and guaranteed depreciation agreements. The purchase of such vehicles is generally financed through financings under vehicle programs in addition to cash received upon the sale of vehicles, many of which were purchased under repurchase and guaranteed depreciation programs (see Note 15 to our Consolidated Financial Statements).
|
(c)
|
Represents the expected contributions to our defined benefit pension plans in 2014. The amount of future contributions to our defined benefit pension plans will depend on the rates of return generated from plan assets and other factors (see Note 18 to our Consolidated Financial Statements) and are not included above.
|
(d)
|
Primarily represents commitments under service contracts for information technology and telecommunications and marketing agreements with travel service companies.
|
(e)
|
Represents contingent consideration related to the acquisition of Apex in October 2012.
|
(f)
|
Excludes income tax uncertainties of $44 million, $15 million of which is subject to indemnification by Realogy and Wyndham. We are unable to estimate the period in which these income tax uncertainties are expected to be settled.
|
•
|
ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”
|
•
|
ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”
|
•
|
ASU No. 2013-11, “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A. CONTROLS AND PROCEDURES
|
(a)
|
Disclosure Controls and Procedures
. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
|
(b)
|
Management’s Annual Report on Internal Control Over Financial Reporting
. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. 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 (1992)
. Based on this assessment, our management believes that, as of December 31, 2013, our internal control over financial reporting is effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their attestation report is included below.
|
(c)
|
Changes in Internal Control Over Financial Reporting
. During the last fiscal quarter, there has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
ITEM 9B. OTHER INFORMATION
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11. EXECUTIVE COMPENSATION
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
ITEM 15(A)(1). FINANCIAL STATEMENTS
|
ITEM 15(A)(2). FINANCIAL STATEMENT SCHEDULES
|
ITEM 15(A)(3). EXHIBITS
|
|
AVIS BUDGET GROUP, INC.
|
||
|
|
|
|
|
By:
|
/s/ IZILDA P. MARTINS
|
|
|
|
Izilda P. Martins
|
|
|
Senior Vice President and Acting Chief Accounting Officer
|
||
|
Date:
|
February 20, 2014
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ RONALD L. NELSON
|
|
Chairman of the Board, Chief Executive Officer and Director
|
|
February 20, 2014
|
(Ronald L. Nelson)
|
|
|
|
|
|
|
|
||
/s/ DAVID B. WYSHNER
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
February 20, 2014
|
(David B. Wyshner)
|
|
|
||
|
|
|
|
|
/s/ IZILDA P. MARTINS
|
|
Senior Vice President and Acting Chief Accounting Officer
|
|
February 20, 2014
|
(Izilda P. Martins)
|
|
|
|
|
|
|
|
||
/s/ W. ALUN CATHCART
|
|
Director
|
|
February 20, 2014
|
(W. Alun Cathcart)
|
|
|
||
|
|
|
|
|
/s/ MARY C. CHOKSI
|
|
Director
|
|
February 20, 2014
|
(Mary C. Choksi)
|
|
|
|
|
|
|
|
||
/s/ LEONARD S. COLEMAN, JR.
|
|
Director
|
|
February 20, 2014
|
(Leonard S. Coleman, Jr.)
|
|
|
|
|
|
|
|
||
/s/ JEFFREY H. FOX
|
|
Director
|
|
February 20, 2014
|
(Jeffrey H. Fox)
|
|
|
|
|
|
|
|
||
/s/ JOHN D. HARDY, JR.
|
|
Director
|
|
February 20, 2014
|
(John D. Hardy, Jr.)
|
|
|
|
|
|
|
|
||
/s/ LYNN KROMINGA
|
|
Director
|
|
February 20, 2014
|
(Lynn Krominga)
|
|
|
|
|
|
|
|
||
/s/ EDUARDO G. MESTRE
|
|
Director
|
|
February 20, 2014
|
(Eduardo G. Mestre)
|
|
|
|
|
|
|
|
||
/s/ F. ROBERT SALERNO
|
|
Director
|
|
February 20, 2014
|
(F. Robert Salerno)
|
|
|
|
|
|
|
|
||
/s/ STENDER E. SWEENEY
|
|
Director
|
|
February 20, 2014
|
(Stender E. Sweeney)
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
|
|
|
|
||||||||
|
Vehicle rental
|
$
|
5,707
|
|
|
$
|
5,297
|
|
|
$
|
4,338
|
|
|
|
Other
|
2,230
|
|
|
2,060
|
|
|
1,562
|
|
||||
Net revenues
|
7,937
|
|
|
7,357
|
|
|
5,900
|
|
|||||
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
||||||||
|
Operating
|
4,074
|
|
|
3,824
|
|
|
3,025
|
|
||||
|
Vehicle depreciation and lease charges, net
|
1,811
|
|
|
1,471
|
|
|
1,223
|
|
||||
|
Selling, general and administrative
|
1,019
|
|
|
925
|
|
|
756
|
|
||||
|
Vehicle interest, net
|
264
|
|
|
297
|
|
|
286
|
|
||||
|
Non-vehicle related depreciation and amortization
|
152
|
|
|
125
|
|
|
95
|
|
||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|||||||
|
|
Interest expense
|
228
|
|
|
268
|
|
|
219
|
|
|||
|
|
Early extinguishment of debt
|
147
|
|
|
75
|
|
|
—
|
|
|||
|
Restructuring expense
|
61
|
|
|
38
|
|
|
5
|
|
||||
|
Transaction-related costs
|
51
|
|
|
34
|
|
|
255
|
|
||||
|
Impairment
|
33
|
|
|
—
|
|
|
—
|
|
||||
Total expenses
|
7,840
|
|
|
7,057
|
|
|
5,864
|
|
|||||
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
97
|
|
|
300
|
|
|
36
|
|
|||||
Provision for income taxes
|
81
|
|
|
10
|
|
|
65
|
|
|||||
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
||
|
|
|
|
|
|
||||||||
Earnings (loss) per share
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.15
|
|
|
$
|
2.72
|
|
|
$
|
(0.28
|
)
|
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
2.42
|
|
|
$
|
(0.28
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
||
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||
|
Currency translation adjustments, net of tax of $7, $0 and $0, respectively
|
$
|
(27
|
)
|
|
$
|
34
|
|
|
$
|
(23
|
)
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|||||||
|
|
Net unrealized gains on available-for-sale securities, net of tax of $0, $0 and $0, respectively
|
—
|
|
|
2
|
|
|
2
|
|
|||
|
|
Less: realized gains on available-for-sale securities reclassified to earnings, net of tax of $0, $1 and $0, respectively
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
|
Cash flow hedges:
|
|
|
|
|
|
|||||||
|
|
Net unrealized holding losses arising during period, net of tax of $1, $1 and $2, respectively
|
1
|
|
|
(1
|
)
|
|
(4
|
)
|
|||
|
|
Less: cash flow hedges reclassified to earnings, net of tax of $0, $(9) and $(23), respectively
|
—
|
|
|
14
|
|
|
37
|
|
|||
|
Minimum pension liability adjustment:
|
|
|
|
|
|
|||||||
|
|
Pension and post-retirement benefits, net of tax of $(19), $1 and $19, respectively
|
24
|
|
|
(23
|
)
|
|
(31
|
)
|
|||
|
|
Less: Pension and post-retirement benefits reclassified to earnings, net of tax of $(6), $(6) and $(3), respectively
|
9
|
|
|
8
|
|
|
5
|
|
|||
|
|
|
7
|
|
|
32
|
|
|
(14
|
)
|
|||
Total comprehensive income (loss)
|
$
|
23
|
|
|
$
|
322
|
|
|
$
|
(43
|
)
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
693
|
|
|
$
|
606
|
|
|
Receivables (net of allowance for doubtful accounts of $50 and $40)
|
619
|
|
|
553
|
|
||
|
Deferred income taxes
|
177
|
|
|
146
|
|
||
|
Other current assets
|
455
|
|
|
405
|
|
||
Total current assets
|
1,944
|
|
|
1,710
|
|
|||
|
|
|
|
|||||
Property and equipment, net
|
614
|
|
|
529
|
|
|||
Deferred income taxes
|
1,299
|
|
|
1,454
|
|
|||
Goodwill
|
691
|
|
|
375
|
|
|||
Other intangibles, net
|
923
|
|
|
731
|
|
|||
Other non-current assets
|
361
|
|
|
320
|
|
|||
Total assets exclusive of assets under vehicle programs
|
5,832
|
|
|
5,119
|
|
|||
|
|
|
|
|||||
Assets under vehicle programs:
|
|
|
|
|||||
|
Program cash
|
116
|
|
|
24
|
|
||
|
Vehicles, net
|
9,582
|
|
|
9,274
|
|
||
|
Receivables from vehicle manufacturers and other
|
391
|
|
|
439
|
|
||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC—related party
|
363
|
|
|
362
|
|
||
|
|
10,452
|
|
|
10,099
|
|
||
Total assets
|
$
|
16,284
|
|
|
$
|
15,218
|
|
|
|
|
|
|
|||||
Liabilities and stockholders’ equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
|
Accounts payable and other current liabilities
|
$
|
1,479
|
|
|
$
|
1,421
|
|
|
Short-term debt and current portion of long-term debt
|
89
|
|
|
57
|
|
||
Total current liabilities
|
1,568
|
|
|
1,478
|
|
|||
|
|
|
|
|||||
Long-term debt
|
3,305
|
|
|
2,848
|
|
|||
Other non-current liabilities
|
847
|
|
|
871
|
|
|||
Total liabilities exclusive of liabilities under vehicle programs
|
5,720
|
|
|
5,197
|
|
|||
|
|
|
|
|||||
Liabilities under vehicle programs:
|
|
|
|
|||||
|
Debt
|
1,681
|
|
|
1,603
|
|
||
|
Debt due to Avis Budget Rental Car Funding (AESOP) LLC—related party
|
5,656
|
|
|
5,203
|
|
||
|
Deferred income taxes
|
2,177
|
|
|
2,163
|
|
||
|
Other
|
279
|
|
|
295
|
|
||
|
|
9,793
|
|
|
9,264
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|||||
|
|
|
|
|||||
Stockholders’ equity:
|
|
|
|
|||||
|
Preferred stock, $.01 par value—authorized 10 million shares; none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $.01 par value—authorized 250 million shares; issued 137,081,056 and 137,081,056 shares
|
1
|
|
|
1
|
|
||
|
Additional paid-in capital
|
7,893
|
|
|
8,211
|
|
||
|
Accumulated deficit
|
(2,360
|
)
|
|
(2,376
|
)
|
||
|
Accumulated other comprehensive income
|
117
|
|
|
110
|
|
||
|
Treasury stock, at cost—30,515,721 and 30,027,146 shares
|
(4,880
|
)
|
|
(5,189
|
)
|
||
Total stockholders’ equity
|
771
|
|
|
757
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
16,284
|
|
|
$
|
15,218
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||||
|
Vehicle depreciation
|
1,678
|
|
|
1,438
|
|
|
1,395
|
|
||||
|
Gain on sale of vehicles, net
|
(6
|
)
|
|
(97
|
)
|
|
(234
|
)
|
||||
|
Non-vehicle related depreciation and amortization
|
152
|
|
|
125
|
|
|
95
|
|
||||
|
Deferred income taxes
|
37
|
|
|
128
|
|
|
32
|
|
||||
|
Amortization of debt financing fees
|
41
|
|
|
57
|
|
|
78
|
|
||||
|
Impairment
|
33
|
|
|
—
|
|
|
—
|
|
||||
|
Non-cash charge on unfavorable license rights reacquired with the acquisition of Avis Europe plc
|
—
|
|
|
—
|
|
|
117
|
|
||||
|
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
|
|
|
|
|
|
|||||||
|
|
Receivables
|
(66
|
)
|
|
(65
|
)
|
|
29
|
|
|||
|
|
Income taxes
|
(14
|
)
|
|
(183
|
)
|
|
(18
|
)
|
|||
|
|
Accounts payable and other current liabilities
|
(28
|
)
|
|
(28
|
)
|
|
20
|
|
|||
|
Other, net
|
410
|
|
|
224
|
|
|
93
|
|
||||
Net cash provided by operating activities
|
2,253
|
|
|
1,889
|
|
|
1,578
|
|
|||||
|
|
|
|
|
|
||||||||
Investing activities
|
|
|
|
|
|
||||||||
Property and equipment additions
|
(152
|
)
|
|
(132
|
)
|
|
(65
|
)
|
|||||
Proceeds received on asset sales
|
22
|
|
|
21
|
|
|
14
|
|
|||||
Net assets acquired (net of cash acquired)
|
(537
|
)
|
|
(69
|
)
|
|
(841
|
)
|
|||||
Other, net
|
2
|
|
|
(9
|
)
|
|
(7
|
)
|
|||||
Net cash used in investing activities exclusive of vehicle programs
|
(665
|
)
|
|
(189
|
)
|
|
(899
|
)
|
|||||
|
|
|
|
|
|
||||||||
Vehicle programs:
|
|
|
|
|
|
||||||||
|
Increase in program cash
|
(79
|
)
|
|
(13
|
)
|
|
(11
|
)
|
||||
|
Investment in vehicles
|
(10,899
|
)
|
|
(11,067
|
)
|
|
(8,659
|
)
|
||||
|
Proceeds received on disposition of vehicles
|
9,409
|
|
|
9,196
|
|
|
7,196
|
|
||||
|
Investment in debt securities of Avis Budget Rental Car Funding (AESOP)—related party
|
—
|
|
|
—
|
|
|
(400
|
)
|
||||
|
Proceeds from debt securities of Avis Budget Rental Car Funding (AESOP)—related party
|
—
|
|
|
—
|
|
|
400
|
|
||||
|
|
|
(1,569
|
)
|
|
(1,884
|
)
|
|
(1,474
|
)
|
|||
Net cash used in investing activities
|
(2,234
|
)
|
|
(2,073
|
)
|
|
(2,373
|
)
|
|||||
|
|
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||||
Proceeds from long-term borrowings
|
2,972
|
|
|
1,152
|
|
|
682
|
|
|||||
Payments on long-term borrowings
|
(2,608
|
)
|
|
(1,501
|
)
|
|
(668
|
)
|
|||||
Net change in short-term borrowings
|
(36
|
)
|
|
10
|
|
|
(97
|
)
|
|||||
Debt financing fees
|
(37
|
)
|
|
(16
|
)
|
|
(78
|
)
|
|||||
Purchases of warrants
|
(78
|
)
|
|
(29
|
)
|
|
—
|
|
|||||
Proceeds from sale of call options
|
104
|
|
|
43
|
|
|
—
|
|
|||||
Repurchases of common stock
|
(48
|
)
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
3
|
|
|
1
|
|
|
1
|
|
|||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
272
|
|
|
(340
|
)
|
|
(160
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Vehicle programs:
|
|
|
|
|
|
||||||||
|
Proceeds from borrowings
|
12,953
|
|
|
12,108
|
|
|
10,534
|
|
||||
|
Payments on borrowings
|
(13,115
|
)
|
|
(11,490
|
)
|
|
(9,917
|
)
|
||||
|
Debt financing fees
|
(34
|
)
|
|
(28
|
)
|
|
(33
|
)
|
||||
|
|
|
(196
|
)
|
|
590
|
|
|
584
|
|
|||
Net cash provided by financing activities
|
76
|
|
|
250
|
|
|
424
|
|
|||||
|
|
|
|
|
|
||||||||
Effect of changes in exchange rates on cash and cash equivalents
|
(8
|
)
|
|
6
|
|
|
(6
|
)
|
|||||
|
|
|
|
|
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
87
|
|
|
72
|
|
|
(377
|
)
|
|||||
|
|
|
|
|
|
||||||||
Cash and cash equivalents, beginning of period
|
606
|
|
|
534
|
|
|
911
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
693
|
|
|
$
|
606
|
|
|
$
|
534
|
|
||
|
|
|
|
|
|
||||||||
Supplemental disclosure
|
|
|
|
|
|
||||||||
Interest payments
|
$
|
457
|
|
|
$
|
552
|
|
|
$
|
465
|
|
||
Income tax payments, net
|
$
|
58
|
|
|
$
|
65
|
|
|
$
|
51
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Treasury Stock
|
|
Total Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at January 1, 2011
|
137.0
|
|
|
$
|
1
|
|
|
$
|
8,828
|
|
|
$
|
(2,637
|
)
|
|
$
|
92
|
|
|
(33.2
|
)
|
|
$
|
(5,874
|
)
|
|
$
|
410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(43
|
)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net activity related to restricted stock units
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
124
|
|
|
13
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
217
|
|
|
2
|
|
||||||
Realization of tax benefits for stock-based awards
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2011
|
137.0
|
|
|
$
|
1
|
|
|
$
|
8,532
|
|
|
$
|
(2,666
|
)
|
|
$
|
78
|
|
|
(31.6
|
)
|
|
$
|
(5,533
|
)
|
|
$
|
412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
322
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net activity related to restricted stock units
|
0.1
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
212
|
|
|
10
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
130
|
|
|
—
|
|
||||||
Activity related to employee stock purchase plan
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Repurchase of warrants
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
||||||
Sale of call options, net of tax of $(1)
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2012
|
137.1
|
|
|
$
|
1
|
|
|
$
|
8,211
|
|
|
$
|
(2,376
|
)
|
|
$
|
110
|
|
|
(30.0
|
)
|
|
$
|
(5,189
|
)
|
|
$
|
757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net activity related to restricted stock units
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
207
|
|
|
10
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
157
|
|
|
2
|
|
||||||
Realization of tax benefits for stock-based awards
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Activity related to employee stock purchase plan
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||||
Repurchase of warrants
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
||||||
Sale of call options, net of tax of $(1)
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(7
|
)
|
|
103
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(50
|
)
|
|
(50
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2013
|
137.1
|
|
|
$
|
1
|
|
|
$
|
7,893
|
|
|
$
|
(2,360
|
)
|
|
$
|
117
|
|
|
(30.5
|
)
|
|
$
|
(4,880
|
)
|
|
$
|
771
|
|
1.
|
Basis of Presentation
|
•
|
North America
—provides car rentals in the United States and vehicle rentals in Canada, as well as ancillary products and services, and operates the Company’s Zipcar car sharing business.
|
•
|
International
—provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia, South America, Central America, the Caribbean, Australia and New Zealand.
|
•
|
Truck Rental
—provides truck rentals and ancillary products and services to consumers and commercial users in the United States.
|
2.
|
Summary of Significant Accounting Policies
|
Buildings
|
30 years
|
Furniture, fixtures & equipment
|
3 to 10 years
|
Capitalized software
|
3 to 7 years
|
Buses and support vehicles
|
4 to 15 years
|
3.
|
Earnings Per Share
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
(a)
|
||||||
Net income (loss) for basic EPS
|
$
|
16
|
|
|
$
|
290
|
|
|
$
|
(29
|
)
|
|
Convertible debt interest, net of tax
|
—
|
|
|
4
|
|
|
—
|
|
||||
Net income (loss) for diluted EPS
|
$
|
16
|
|
|
$
|
294
|
|
|
$
|
(29
|
)
|
|
|
|
|
|
|
|
|||||||
Basic weighted average shares outstanding
|
107.6
|
|
|
106.6
|
|
|
105.2
|
|
||||
Options, warrants and non-vested stock
|
3.8
|
|
|
2.5
|
|
|
—
|
|
||||
Convertible debt
|
—
|
|
|
12.5
|
|
|
—
|
|
||||
Diluted weighted average shares outstanding
|
111.4
|
|
|
121.6
|
|
|
105.2
|
|
||||
|
|
|
|
|
|
|||||||
Earnings (loss) per share:
|
|
|
|
|
|
|||||||
|
Basic
|
$
|
0.15
|
|
|
$
|
2.72
|
|
|
$
|
(0.28
|
)
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
2.42
|
|
|
$
|
(0.28
|
)
|
(a)
|
As the Company incurred a net loss in 2011, all outstanding stock options, restricted stock units, stock warrants and issuable shares underlying the convertible debt have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and diluted weighted average shares outstanding are equal for such period.
|
|
As of December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Options
(a)
|
—
|
|
|
0.2
|
|
|
3.4
|
|
Warrants
(b)
|
—
|
|
|
7.9
|
|
|
21.2
|
|
Shares underlying convertible debt
|
4.0
|
|
|
—
|
|
|
21.2
|
|
(a)
|
The weighted average exercise price for anti-dilutive options for 2012 and 2011 was
$17.12
and
$7.90
, respectively.
|
(b)
|
Represents all outstanding warrants for 2012 and 2011. The exercise price for the warrants was
$22.50
.
|
4.
|
Restructuring
|
|
|
Personnel Related
|
|
Facility Related
|
|
Other
(a)
|
|
Total
|
||||||||
Balance as of January 1, 2011
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
|
Restructuring expense
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
|
Acquired restructuring obligation
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
Cash payment/utilization
|
(4
|
)
|
|
(6
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Balance as of December 31, 2011
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|||||
|
Restructuring expense
|
37
|
|
|
—
|
|
|
1
|
|
|
38
|
|
||||
|
Cash payment/utilization
|
(26
|
)
|
|
—
|
|
|
(1
|
)
|
|
(27
|
)
|
||||
Balance as of December 31, 2012
|
12
|
|
|
1
|
|
|
—
|
|
|
13
|
|
|||||
|
Restructuring expense
|
34
|
|
|
6
|
|
|
21
|
|
|
61
|
|
||||
|
Cash payment/utilization
|
(29
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|
(52
|
)
|
||||
Balance as of December 31, 2013
|
$
|
17
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
22
|
|
(a)
|
Includes expenses related to the disposition of vehicles.
|
|
|
North America
|
|
International
|
|
Truck Rental
|
|
Total
|
||||||||
Balance as of January 1, 2011
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
|
Restructuring expense
|
2
|
|
|
3
|
|
|
—
|
|
|
5
|
|
||||
|
Acquired restructuring obligation
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
Cash payment/utilization
|
(7
|
)
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Balance as of December 31, 2011
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|||||
|
Restructuring expense
|
1
|
|
|
36
|
|
|
1
|
|
|
38
|
|
||||
|
Cash payment/utilization
|
(1
|
)
|
|
(25
|
)
|
|
(1
|
)
|
|
(27
|
)
|
||||
Balance as of December 31, 2012
|
1
|
|
|
12
|
|
|
—
|
|
|
13
|
|
|||||
|
Restructuring expense
|
7
|
|
|
33
|
|
|
21
|
|
|
61
|
|
||||
|
Cash payment/utilization
|
(7
|
)
|
|
(24
|
)
|
|
(21
|
)
|
|
(52
|
)
|
||||
Balance as of December 31, 2013
|
$
|
1
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
22
|
|
5.
|
Acquisitions
|
Cash
|
$
|
136
|
|
|
Receivables
|
245
|
|
||
Other current assets
|
213
|
|
||
Property and equipment
|
91
|
|
||
Deferred income taxes
|
27
|
|
||
Other intangibles
|
254
|
|
||
Other non-current assets
|
31
|
|
||
Vehicles
|
1,706
|
|
||
Receivables from vehicle manufacturers and other
|
282
|
|
||
|
Total identifiable assets acquired
|
2,985
|
|
|
|
|
|
||
Accounts payable and other current liabilities
|
(552
|
)
|
||
Debt
|
(763
|
)
|
||
Other non-current liabilities
|
(322
|
)
|
||
Liabilities under vehicles program - debt
|
(779
|
)
|
||
|
Total liabilities assumed
|
(2,416
|
)
|
|
|
|
|
||
Net assets acquired
|
569
|
|
||
Goodwill
|
290
|
|
||
Non-cash charge related to the reacquired unfavorable license rights
|
117
|
|
||
|
Total
|
$
|
976
|
|
6.
|
Intangible Assets
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License agreements
(a) (d)
|
$
|
272
|
|
|
$
|
52
|
|
|
$
|
220
|
|
|
$
|
257
|
|
|
$
|
39
|
|
|
$
|
218
|
|
Customer relationships
(b) (e)
|
166
|
|
|
35
|
|
|
131
|
|
|
86
|
|
|
19
|
|
|
67
|
|
||||||
Other
(c)
|
2
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||||
|
$
|
440
|
|
|
$
|
88
|
|
|
$
|
352
|
|
|
$
|
345
|
|
|
$
|
59
|
|
|
$
|
286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
(d) (e)
|
$
|
691
|
|
|
|
|
|
|
$
|
375
|
|
|
|
|
|
||||||||
Trademarks
(d) (e)
|
$
|
571
|
|
|
|
|
|
|
$
|
445
|
|
|
|
|
|
(a)
|
Primarily amortized over a period ranging from
20
to
40 years
.
|
(b)
|
Primarily amortized over a period ranging from
8
to
20 years
.
|
(c)
|
Primarily amortized over
27 years
.
|
(d)
|
The increase primarily relates to the acquisition of Payless.
|
(e)
|
The increase primarily relates to the acquisition of Zipcar.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
License agreements
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
4
|
|
Customer relationships
|
15
|
|
|
8
|
|
|
3
|
|
|||
Total
|
$
|
27
|
|
|
$
|
21
|
|
|
$
|
7
|
|
|
|
North America
|
|
International
|
|
Truck Rental
|
|
Total Company
|
||||||||
Gross goodwill as of January 1, 2012
|
$
|
1,359
|
|
|
$
|
869
|
|
|
$
|
243
|
|
|
$
|
2,471
|
|
|
|
Accumulated impairment losses as of
January 1, 2012
|
(1,355
|
)
|
|
(535
|
)
|
|
(228
|
)
|
|
(2,118
|
)
|
||||
Goodwill as of January 1, 2012
|
4
|
|
|
334
|
|
|
15
|
|
|
353
|
|
|||||
|
Acquisitions
|
1
|
|
|
16
|
|
|
—
|
|
|
17
|
|
||||
|
Adjustments to the allocation of purchase
price
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Goodwill as of December 31, 2012
|
$
|
5
|
|
|
$
|
355
|
|
|
$
|
15
|
|
|
$
|
375
|
|
|
|
Acquisitions
|
296
|
|
|
4
|
|
|
—
|
|
|
300
|
|
||||
|
Foreign currency translation adjustments
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||
Goodwill as of December 31, 2013
|
$
|
301
|
|
|
$
|
375
|
|
|
$
|
15
|
|
|
$
|
691
|
|
7.
|
Vehicle Rental Activities
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Rental vehicles
|
$
|
10,234
|
|
|
$
|
10,000
|
|
Less: Accumulated depreciation
|
(1,411
|
)
|
|
(1,345
|
)
|
||
|
8,823
|
|
|
8,655
|
|
||
Vehicles held for sale
|
759
|
|
|
619
|
|
||
Vehicles, net
|
$
|
9,582
|
|
|
$
|
9,274
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation expense
|
$
|
1,678
|
|
|
$
|
1,438
|
|
|
$
|
1,395
|
|
Lease charges
|
139
|
|
|
130
|
|
|
62
|
|
|||
Gain on sale of vehicles, net
|
(6
|
)
|
|
(97
|
)
|
|
(234
|
)
|
|||
Vehicle depreciation and lease charges, net
|
$
|
1,811
|
|
|
$
|
1,471
|
|
|
$
|
1,223
|
|
8.
|
Income Taxes
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current
|
|
|
|
|
|
|||||||
|
Federal
|
$
|
(4
|
)
|
|
$
|
(109
|
)
|
|
$
|
—
|
|
|
State
|
12
|
|
|
(16
|
)
|
|
(3
|
)
|
|||
|
Foreign
|
36
|
|
|
7
|
|
|
36
|
|
|||
|
Current income tax provision (benefit)
|
44
|
|
|
(118
|
)
|
|
33
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|||||||
|
Federal
|
28
|
|
|
93
|
|
|
36
|
|
|||
|
State
|
8
|
|
|
20
|
|
|
10
|
|
|||
|
Foreign
|
1
|
|
|
15
|
|
|
(14
|
)
|
|||
|
Deferred income tax provision
|
37
|
|
|
128
|
|
|
32
|
|
|||
Provision for income taxes
|
$
|
81
|
|
|
$
|
10
|
|
|
$
|
65
|
|
(a)
|
For the years ended December 31, 2013 and 2012, includes debt extinguishment costs of
$147 million
and
$75 million
, respectively.
|
(b)
|
For the year ended December 31, 2011, includes
$128 million
of transaction-related costs.
|
|
|
As of December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Current deferred income tax assets:
|
|
|
|
|||||
|
Accrued liabilities and deferred revenue
|
$
|
209
|
|
|
$
|
179
|
|
|
Provision for doubtful accounts
|
12
|
|
|
10
|
|
||
|
Acquisition and integration-related liabilities
|
10
|
|
|
8
|
|
||
|
Convertible note hedge
|
1
|
|
|
3
|
|
||
|
Valuation allowance
(a)
|
(28
|
)
|
|
(22
|
)
|
||
Current deferred income tax assets
|
204
|
|
|
178
|
|
|||
|
|
|
|
|
||||
Current deferred income tax liabilities:
|
|
|
|
|||||
|
Accrued liabilities and deferred revenue
|
5
|
|
|
6
|
|
||
|
Prepaid expenses
|
22
|
|
|
26
|
|
||
Current deferred income tax liabilities
|
27
|
|
|
32
|
|
|||
Current deferred income tax assets, net
|
$
|
177
|
|
|
$
|
146
|
|
|
|
|
|
|
|
||||
Non-current deferred income tax assets:
|
|
|
|
|||||
|
Net tax loss carryforwards
|
$
|
1,431
|
|
|
$
|
1,454
|
|
|
Accrued liabilities and deferred revenue
|
137
|
|
|
151
|
|
||
|
Depreciation and amortization
|
15
|
|
|
54
|
|
||
|
Tax credits
|
75
|
|
|
62
|
|
||
|
Convertible note hedge
|
—
|
|
|
2
|
|
||
|
Acquisition and integration-related liabilities
|
16
|
|
|
16
|
|
||
|
Other
|
46
|
|
|
36
|
|
||
|
Valuation allowance
(a)
|
(319
|
)
|
|
(276
|
)
|
||
Non-current deferred income tax assets
|
1,401
|
|
|
1,499
|
|
|||
|
|
|
|
|
||||
Non-current deferred income tax liabilities:
|
|
|
|
|||||
|
Depreciation and amortization
|
101
|
|
|
42
|
|
||
|
Other
|
1
|
|
|
3
|
|
||
Non-current deferred income tax liabilities
|
102
|
|
|
45
|
|
|||
Non-current deferred income tax assets, net
|
$
|
1,299
|
|
|
$
|
1,454
|
|
(a)
|
The valuation allowance of
$347 million
at December 31, 2013 relates to tax loss carryforwards, foreign tax credits and certain state deferred tax assets of
$279 million
,
$46 million
and
$22 million
, respectively. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. The valuation allowance of
$298 million
at December 31, 2012 relates to tax loss carryforwards, foreign tax credits and certain state deferred tax assets of
$227 million
,
$53 million
and
$18 million
, respectively.
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred income tax assets:
|
|
|
|
||||
Depreciation and amortization
|
$
|
51
|
|
|
$
|
49
|
|
|
51
|
|
|
49
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
2,228
|
|
|
2,212
|
|
||
|
2,228
|
|
|
2,212
|
|
||
Deferred income tax liabilities under vehicle programs, net
|
$
|
2,177
|
|
|
$
|
2,163
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
Adjustments to reconcile to the effective rate:
|
|
|
|
|
|
||||
|
State and local income taxes, net of federal tax benefits
|
4.1
|
|
|
4.9
|
|
|
4.2
|
|
|
Changes in valuation allowances
(a)
|
15.5
|
|
|
0.9
|
|
|
(1.3
|
)
|
|
Taxes on foreign operations at rates different than statutory U.S. federal rates
|
5.9
|
|
|
—
|
|
|
(13.2
|
)
|
|
Resolution of prior years’ examination issues
|
—
|
|
|
(42.5
|
)
|
|
—
|
|
|
Non-deductible debt extinguishment costs
|
18.8
|
|
|
4.7
|
|
|
—
|
|
|
Non-deductible transaction-related costs
|
3.2
|
|
|
0.3
|
|
|
146.5
|
|
|
Other non-deductible expenses
|
2.3
|
|
|
0.6
|
|
|
10.1
|
|
|
Other
|
(1.3
|
)
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|
|
83.5
|
%
|
|
3.3
|
%
|
|
180.6
|
%
|
(a)
|
For the year ended December 31, 2013, includes 13.1% related to our impairment expense.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at January 1
|
$
|
54
|
|
|
$
|
186
|
|
|
$
|
40
|
|
|
|
Additions for tax positions related to current year
|
4
|
|
|
4
|
|
|
—
|
|
|||
|
Additions for tax positions for prior years
|
9
|
|
|
5
|
|
|
143
|
|
|||
|
Additions associated with the acquisition of Avis Europe
|
—
|
|
|
—
|
|
|
34
|
|
|||
|
Reductions for tax positions for prior years
|
—
|
|
|
(140
|
)
|
|
(3
|
)
|
|||
|
Settlements
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
|
Statute of limitations
|
(4
|
)
|
|
—
|
|
|
(28
|
)
|
|||
Balance at December 31
|
$
|
63
|
|
|
$
|
54
|
|
|
$
|
186
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Unrecognized tax benefit in non-current income taxes payable
(a)
|
$
|
44
|
|
|
$
|
39
|
|
Accrued interest payable on potential tax liabilities
(b)
|
28
|
|
|
22
|
|
(a)
|
Pursuant to the agreements governing the disposition of certain subsidiaries in 2006, the Company is entitled to indemnification for certain pre-disposition tax contingencies. As of December 31, 2013,
$15 million
of unrecognized tax benefits are related to tax contingencies for which the Company believes it is entitled to indemnification.
|
(b)
|
The Company recognizes potential interest related to unrecognized tax benefits within interest expense related to corporate debt, net on the accompanying Consolidated Statements of Operations. Penalties incurred during the
|
9.
|
Other Current Assets
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Prepaid expenses
|
$
|
187
|
|
|
$
|
174
|
|
Sales and use taxes
|
132
|
|
|
108
|
|
||
Other
|
136
|
|
|
123
|
|
||
Other current assets
|
$
|
455
|
|
|
$
|
405
|
|
10.
|
Property and Equipment, net
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Land
|
$
|
56
|
|
|
$
|
58
|
|
Buildings and leasehold improvements
|
549
|
|
|
521
|
|
||
Capitalized software
|
494
|
|
|
419
|
|
||
Furniture, fixtures and equipment
|
374
|
|
|
319
|
|
||
Buses and support vehicles
|
74
|
|
|
64
|
|
||
Projects in process
|
64
|
|
|
37
|
|
||
|
1,611
|
|
|
1,418
|
|
||
Less: Accumulated depreciation and amortization
|
(997
|
)
|
|
(889
|
)
|
||
Property and equipment, net
|
$
|
614
|
|
|
$
|
529
|
|
11.
|
Other Non-Current Assets
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Debt financing fees
|
$
|
134
|
|
|
$
|
127
|
|
Receivables from Realogy
(a)
|
60
|
|
|
62
|
|
||
Investments
(b)
|
59
|
|
|
41
|
|
||
Receivables from Wyndham
(a)
|
36
|
|
|
37
|
|
||
Other
|
72
|
|
|
53
|
|
||
Other non-current assets
|
$
|
361
|
|
|
$
|
320
|
|
(a)
|
Represents amounts due for certain contingent, tax and other corporate liabilities assumed by former subsidiaries. These amounts are due on demand upon the Company’s settlement of the related liability. At December 31,
2013
and
2012
, there are corresponding liabilities recorded within other non-current liabilities. Realogy has posted a letter of credit for the benefit of the Company with respect to these obligations, as more fully described under Note 15—Commitments and Contingencies.
|
(b)
|
In 2013, amount includes the Company’s (i)
50%
ownership of Anji Car Rental and Leasing Company Limited (“Anji”), our joint venture for the Avis brand in China, and (ii)
50%
ownership in its Brazilian licensee. In 2012, amounts included (i)
50%
ownership of Anji and (ii)
33%
ownership of Mercury Car Rentals Limited, our joint venture for the Avis brand in India.
|
12.
|
Accounts Payable and Other Current Liabilities
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Accounts payable
|
$
|
344
|
|
|
$
|
309
|
|
Accrued payroll and related
|
210
|
|
|
198
|
|
||
Accrued sales and use taxes
|
193
|
|
|
148
|
|
||
Public liability and property damage insurance liabilities – current
|
136
|
|
|
132
|
|
||
Deferred revenue – current
|
87
|
|
|
60
|
|
||
Accrued commissions
|
77
|
|
|
67
|
|
||
Advertising and marketing
|
75
|
|
|
82
|
|
||
Accrued interest
|
63
|
|
|
66
|
|
||
Income taxes payable – current
|
13
|
|
|
58
|
|
||
Other
|
281
|
|
|
301
|
|
||
Accounts payable and other current liabilities
|
$
|
1,479
|
|
|
$
|
1,421
|
|
13.
|
Long-term Debt and Borrowing Arrangements
|
|
Maturity
Date |
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||||
Floating Rate Senior Notes
|
May 2014
|
|
$
|
—
|
|
|
$
|
250
|
|
3½% Convertible Notes
|
October 2014
|
|
66
|
|
|
128
|
|
||
Floating Rate Term Loan
(a)
|
May 2016
|
|
—
|
|
|
49
|
|
||
4⅞% Senior Notes
|
November 2017
|
|
300
|
|
|
300
|
|
||
Floating Rate Senior Notes
|
December 2017
|
|
247
|
|
|
—
|
|
||
9⅝% Senior Notes
|
March 2018
|
|
—
|
|
|
446
|
|
||
8¼% Senior Notes
|
January 2019
|
|
691
|
|
|
730
|
|
||
Floating Rate Term Loan
(a)
|
March 2019
|
|
989
|
|
|
689
|
|
||
9¾% Senior Notes
|
March 2020
|
|
223
|
|
|
250
|
|
||
6% Euro-denominated Senior Notes
|
March 2021
|
|
344
|
|
|
—
|
|
||
5½% Senior Notes
|
April 2023
|
|
500
|
|
|
—
|
|
||
|
|
|
3,360
|
|
|
2,842
|
|
||
Other
|
|
|
34
|
|
|
63
|
|
||
Total
|
|
|
3,394
|
|
|
2,905
|
|
||
Less: Short-term debt and current portion of long-term debt
|
|
|
89
|
|
|
57
|
|
||
Long-term debt
|
|
|
$
|
3,305
|
|
|
$
|
2,848
|
|
(a)
|
The Floating Rate Term Loans are part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.
|
Year
|
Amount
|
||
2014
|
$
|
89
|
|
2015
|
17
|
|
|
2016
|
16
|
|
|
2017
|
561
|
|
|
2018
|
11
|
|
|
Thereafter
|
2,700
|
|
|
|
$
|
3,394
|
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Letters of Credit Issued
|
|
Available Capacity
|
||||||||
Senior revolving credit facility maturing 2018
(a)
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
598
|
|
|
$
|
1,052
|
|
Other facilities
(b)
|
13
|
|
|
1
|
|
|
—
|
|
|
12
|
|
(a)
|
The senior revolving credit facility bears interest at one-month LIBOR, plus 225 basis points. The senior revolving credit facility is part of the Company’s senior credit facility, which is secured by pledges of capital stock of certain subsidiaries of the Company, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.
|
(b)
|
These facilities encompass bank overdraft lines of credit, bearing interest of
4.50%
to
5.69%
as of
December 31, 2013
.
|
14.
|
Debt under Vehicle Programs and Borrowing Arrangements
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
North America – Debt due to Avis Budget Rental Car Funding
(a)
|
$
|
5,656
|
|
|
$
|
5,203
|
|
North America – Canadian borrowings
|
400
|
|
|
353
|
|
||
International – Debt borrowings
|
731
|
|
|
679
|
|
||
International – Capital leases
|
289
|
|
|
315
|
|
||
Truck Rental – Debt borrowings
(b)
|
226
|
|
|
253
|
|
||
Other
(c)
|
35
|
|
|
3
|
|
||
Total
|
$
|
7,337
|
|
|
$
|
6,806
|
|
(a)
|
The increase reflects additional borrowings principally to fund an increase in the Company’s fleet driven by increased rental volume and the acquisitions of Zipcar and Payless.
|
(b)
|
The decrease reflects reduced borrowings due to a decrease in the size of the Company’s truck fleet.
|
(c)
|
The increase is principally related to Zipcar capital leases.
|
|
Debt Under Vehicle Programs
|
||
2014
(a)
|
$
|
1,264
|
|
2015
|
1,534
|
|
|
2016
|
1,618
|
|
|
2017
|
998
|
|
|
2018
|
1,532
|
|
|
Thereafter
|
391
|
|
|
|
$
|
7,337
|
|
(a)
|
Vehicle-backed debt maturing within one year includes term asset-backed securities of approximately
$674 million
and bank and bank-sponsored borrowings of
$590 million
.
|
|
Total Capacity
(a)
|
|
Outstanding Borrowings
|
|
Available Capacity
|
||||||
North America – Debt due to Avis Budget Rental Car Funding
(b)
|
$
|
8,031
|
|
|
$
|
5,656
|
|
|
$
|
2,375
|
|
North America – Canadian borrowings
(c)
|
753
|
|
|
400
|
|
|
353
|
|
|||
International – Debt borrowings
(d)
|
1,408
|
|
|
731
|
|
|
677
|
|
|||
International – Capital leases
(e)
|
404
|
|
|
289
|
|
|
115
|
|
|||
Truck Rental – Debt borrowings
(f)
|
233
|
|
|
226
|
|
|
7
|
|
|||
Other
(g)
|
35
|
|
|
35
|
|
|
—
|
|
|||
Total
|
$
|
10,864
|
|
|
$
|
7,337
|
|
|
$
|
3,527
|
|
(a)
|
Capacity is subject to maintaining sufficient assets to collateralize debt.
|
(b)
|
The outstanding debt is collateralized by
$7.3 billion
of underlying vehicles and related assets.
|
(c)
|
The outstanding debt is collateralized by
$549 million
of underlying vehicles and related assets.
|
(d)
|
The outstanding debt is collateralized by
$1.3 billion
of underlying vehicles and related assets.
|
(e)
|
The outstanding debt is collateralized by
$306 million
of underlying vehicles and related assets.
|
(f)
|
The outstanding debt is collateralized by
$338 million
of underlying vehicles and related assets.
|
(g)
|
The outstanding debt is collateralized by
$28 million
of underlying vehicles and related assets.
|
15.
|
Commitments and Contingencies
|
|
Amount
|
||
2014
|
$
|
507
|
|
2015
|
364
|
|
|
2016
|
288
|
|
|
2017
|
216
|
|
|
2018
|
162
|
|
|
Thereafter
|
719
|
|
|
|
$
|
2,256
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Rent expense (including minimum concession fees)
|
$
|
622
|
|
|
$
|
600
|
|
|
$
|
535
|
|
Contingent concession expense
|
173
|
|
|
155
|
|
|
104
|
|
|||
|
795
|
|
|
755
|
|
|
639
|
|
|||
Less: sublease rental income
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Total
|
$
|
790
|
|
|
$
|
750
|
|
|
$
|
634
|
|
16.
|
Stockholders’ Equity
|
|
Currency Translation
Adjustments
|
|
Net Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Net Unrealized Gains on Available-For-Sale Securities
|
|
Minimum Pension Liability
Adjustment
(a)
|
|
Accumulated Other Comprehensive Income
|
||||||||||
Balance, January 1, 2011
|
$
|
182
|
|
|
$
|
(46
|
)
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
92
|
|
Period change
|
(23
|
)
|
|
33
|
|
|
2
|
|
|
(26
|
)
|
|
(14
|
)
|
|||||
Balance, December 31, 2011
|
159
|
|
|
(13
|
)
|
|
2
|
|
|
(70
|
)
|
|
78
|
|
|||||
Period change
|
34
|
|
|
13
|
|
|
—
|
|
|
(15
|
)
|
|
32
|
|
|||||
Balance, December 31, 2012
|
193
|
|
|
—
|
|
|
2
|
|
|
(85
|
)
|
|
110
|
|
|||||
Period change
|
(27
|
)
|
|
1
|
|
|
—
|
|
|
33
|
|
|
7
|
|
|||||
Balance, December 31, 2013
|
$
|
166
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(52
|
)
|
|
$
|
117
|
|
(a)
|
For the year ended December 31, 2013,
$15 million
(
$9 million
, net of tax) was reclassified from accumulated other comprehensive income into selling, general and administrative expenses.
|
17.
|
Stock-Based Compensation
|
|
2013
|
|
2012
|
|
2011
|
Expected volatility of stock price
|
43%
|
|
50%
|
|
48%
|
Risk-free interest rate
|
0.39%
|
|
0.30% - 0.42%
|
|
0.47% - 1.21%
|
Valuation period
|
3 years
|
|
2½ - 3 years
|
|
3 - 4 years
|
Dividend yield
|
0%
|
|
0%
|
|
0%
|
|
|
Time-Based RSUs
|
|
Performance-Based and Market Based RSUs
|
|
Cash Unit Awards
|
|||||||||||||||
|
|
Number of Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Number of Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Number of Units
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Outstanding at January 1, 2013
|
1,439
|
|
|
$
|
13.97
|
|
|
2,058
|
|
|
$
|
11.30
|
|
|
156
|
|
|
$
|
12.65
|
|
|
|
Granted
(a)
|
638
|
|
|
21.77
|
|
|
483
|
|
|
20.04
|
|
|
111
|
|
|
18.04
|
|
|||
|
Vested
(b)
|
(678
|
)
|
|
13.47
|
|
|
(439
|
)
|
|
9.15
|
|
|
—
|
|
|
—
|
|
|||
|
Forfeited/expired
|
(91
|
)
|
|
15.62
|
|
|
(59
|
)
|
|
12.62
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at December 31, 2013
(c)
|
1,308
|
|
|
$
|
17.92
|
|
|
2,043
|
|
|
$
|
13.79
|
|
|
267
|
|
|
$
|
14.90
|
|
(a)
|
Reflects the maximum number of stock units assuming achievement of all performance-, market- and time-vesting criteria and does not include those for non-employee directors, which are discussed separately below. The weighted-average fair value of time-based RSUs, performance-based and market-based RSUs, and cash units granted in
2012
was
$14.39
,
$12.66
and
$12.65
, respectively, and the weighted-average fair value of the restricted stock units and market-based restricted stock units granted in
2011
was
$14.45
and
$11.67
, respectively. No performance-based restricted stock units or cash units awards were granted in
2011
.
|
(b)
|
The total fair value of RSUs vested during
2013
,
2012
and
2011
was
$13 million
,
$16 million
and
$11 million
, respectively.
|
(c)
|
The Company’s outstanding time-based RSUs, performance-based and market-based RSUs, and cash units had aggregate intrinsic value of
$53 million
,
$83 million
and
$11 million
, respectively. Aggregate unrecognized compensation expense related to time-based RSUs and performance-based and market-based RSUs amounted to
$27 million
and will be recognized over a weighted average vesting period of
1.0
years. The Company assumes that substantially all outstanding awards will vest over time.
|
|
|
Number of Options
|
|
Weighted
Average Exercise Price |
|
Aggregate Intrinsic Value (in millions)
|
|
Weighted
Average Remaining Contractual Term (years) |
|||||
Outstanding at January 1, 2013
|
1,901
|
|
|
$
|
2.89
|
|
|
$
|
32
|
|
|
5.8
|
|
|
Granted
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
|
Exercised
(b)
|
(919
|
)
|
|
2.89
|
|
|
23
|
|
|
|
||
|
Forfeited/expired
|
(3
|
)
|
|
27.40
|
|
|
—
|
|
|
|
||
Outstanding at December 31, 2013
(c)
|
979
|
|
|
2.82
|
|
|
37
|
|
|
5.2
|
|||
Exercisable at December 31, 2013
|
915
|
|
|
$
|
2.21
|
|
|
$
|
35
|
|
|
5.1
|
(a)
|
No stock options were granted during
2012
or
2011
.
|
(b)
|
Stock options exercised during
2012
and
2011
had intrinsic values of
$11 million
and
$18 million
, respectively, and the cash received from the exercise of options was
$3 million
in
2013
and was insignificant in
2012
and
2011
.
|
(c)
|
The Company assumes that substantially all outstanding stock options will vest over time.
|
18.
|
Employee Benefit Plans
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
3
|
|
Interest cost
|
26
|
|
|
27
|
|
|
17
|
|
|||
Expected return on plan assets
|
(28
|
)
|
|
(25
|
)
|
|
(17
|
)
|
|||
Amortization of unrecognized amounts
|
15
|
|
|
14
|
|
|
8
|
|
|||
Net periodic benefit cost
|
$
|
18
|
|
|
$
|
21
|
|
|
$
|
11
|
|
|
As of December 31,
|
||||||
Change in Benefit Obligation
|
2013
|
|
2012
|
||||
Benefit obligation at end of prior year
|
$
|
670
|
|
|
$
|
600
|
|
Service cost
|
5
|
|
|
5
|
|
||
Interest cost
|
26
|
|
|
27
|
|
||
Plan amendments
|
1
|
|
|
1
|
|
||
Actuarial (gain) loss
|
(11
|
)
|
|
58
|
|
||
Net benefits paid
|
(21
|
)
|
|
(21
|
)
|
||
Benefit obligation at end of current year
|
$
|
670
|
|
|
$
|
670
|
|
|
|
|
|
||||
Change in Plan Assets
|
|
|
|
||||
Fair value of assets at end of prior year
|
$
|
465
|
|
|
$
|
412
|
|
Actual return on plan assets
|
56
|
|
|
56
|
|
||
Employer contributions
|
17
|
|
|
18
|
|
||
Net benefits paid
|
(21
|
)
|
|
(21
|
)
|
||
Fair value of assets at end of current year
|
$
|
517
|
|
|
$
|
465
|
|
Total unfunded status at end of year (recognized in other non-current liabilities in the Consolidated Balance Sheets)
|
$
|
(153
|
)
|
|
$
|
(205
|
)
|
|
|
For the Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. Pension Benefit Plans
|
|
|
|
|
|
||||
Discount rate:
|
|
|
|
|
|
||||
|
Net periodic benefit cost
|
3.75
|
%
|
|
4.00
|
%
|
|
5.25
|
%
|
|
Benefit obligation
|
4.75
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Long-term rate of return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
8.00
|
%
|
|
|
|
|
|
|
|
|
|||
Non-U.S. Pension Benefit Plans
|
|
|
|
|
|
||||
Discount rate:
|
|
|
|
|
|
||||
|
Net periodic benefit cost
|
4.50
|
%
|
|
4.75
|
%
|
|
5.00
|
%
|
|
Benefit obligation
|
4.50
|
%
|
|
4.50
|
%
|
|
4.75
|
%
|
Long-term rate of return on plan assets
|
5.25
|
%
|
|
5.35
|
%
|
|
5.25
|
%
|
Asset Class
|
2013
|
|
2012
|
|||||
Cash equivalents
|
$
|
10
|
|
|
$
|
3
|
|
|
Short term investments
|
5
|
|
|
7
|
|
|||
U.S. stock
|
104
|
|
|
91
|
|
|||
Non-U.S. stock
|
166
|
|
|
149
|
|
|||
Real estate investment trusts
|
9
|
|
|
6
|
|
|||
Non-U.S. government securities
|
80
|
|
|
70
|
|
|||
U.S. government securities
|
3
|
|
|
20
|
|
|||
Corporate bonds
|
137
|
|
|
105
|
|
|||
Other assets
|
3
|
|
|
14
|
|
|||
|
Total assets
|
$
|
517
|
|
|
$
|
465
|
|
19.
|
Financial Instruments
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
Interest rate caps
(a)
|
$
|
8,924
|
|
|
$
|
5,748
|
|
Interest rate swaps
|
850
|
|
|
625
|
|
||
Foreign exchange swaps
|
746
|
|
|
984
|
|
||
Foreign exchange forward contracts
|
268
|
|
|
14
|
|
||
|
|
|
|
||||
Commodity contracts (millions of gallons of unleaded gasoline)
|
8
|
|
|
—
|
|
(a)
|
Represents
$7.1 billion
of interest rate caps sold, partially offset by approximately
$1.8 billion
of interest rate caps purchased at
December 31, 2013
and
$4.1 billion
of interest rate caps sold, partially offset by approximately
$1.7 billion
of interest rate caps purchased at
December 31, 2012
. These amounts exclude
$5.2 billion
and
$2.4 billion
of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding subsidiary at
December 31, 2013
and
2012
, respectively.
|
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||
|
|
Fair Value, Asset
Derivatives
|
|
Fair Value, Liability
Derivatives
|
|
Fair Value, Asset
Derivatives
|
|
Fair Value, Liability
Derivatives
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate swaps
(a)
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate caps
(b)
|
2
|
|
|
13
|
|
|
—
|
|
|
4
|
|
||||
|
Interest rate swaps
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
|
Foreign exchange forward contracts and swaps
(c)
|
3
|
|
|
5
|
|
|
3
|
|
|
8
|
|
||||
|
Commodity contracts
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total
|
$
|
7
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
25
|
|
(a)
|
Included in other non-current assets or other non-current liabilities.
|
(b)
|
Included in assets under vehicle programs or liabilities under vehicle programs.
|
(c)
|
Included in other current assets or other current liabilities.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|||||||
|
Interest rate swaps
(a)
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
33
|
|
Derivatives not designated as hedging instruments
(b)
|
|
|
|
|
|
|||||||
|
Foreign exchange forward contracts and swaps
(c)
|
27
|
|
|
(31
|
)
|
|
(19
|
)
|
|||
|
Interest rate caps
(d)
|
4
|
|
|
(15
|
)
|
|
(3
|
)
|
|||
|
Commodity contracts
(e)
|
1
|
|
|
3
|
|
|
—
|
|
|||
Total
|
$
|
33
|
|
|
$
|
(30
|
)
|
|
$
|
11
|
|
(a)
|
Recognized, net of tax, as a component of other comprehensive income within stockholders’ equity.
|
(b)
|
Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.
|
(c)
|
For the year ended December 31,
2013
, included a
$20 million
gain included in interest expense and a
$7 million
gain included in operating expenses. For the year ended December 31,
2012
, included a
$32 million
loss in interest expense and a
$1 million
gain in operating expenses. For the year ended December 31,
2011
, included a
$46 million
loss in transaction-related costs and a
$27 million
gain in operating expenses.
|
(d)
|
For the year ended December 31,
2013
,
$1 million
of expense is included in vehicle interest, net and a
$5 million
gain is included in interest expense. For the year ended December 31,
2012
, amounts are included in vehicle interest, net. For the year ended December 31,
2011
,
$2 million
of expense is included in vehicle interest, net and
$1 million
of expense is included in interest expense.
|
(e)
|
Included in operating expenses.
|
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||
|
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Carrying Amount
|
|
Estimated Fair Value
|
||||||||
Corporate debt
|
|
|
|
|
|
|
|
|||||||||
|
Short-term debt and current portion of long-term debt, excluding convertible debt
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
57
|
|
|
$
|
58
|
|
|
Long-term debt, excluding convertible debt
(a)
|
3,305
|
|
|
3,416
|
|
|
2,720
|
|
|
2,903
|
|
||||
|
Convertible debt
(a)
|
66
|
|
|
159
|
|
|
128
|
|
|
171
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Debt under vehicle programs
|
|
|
|
|
|
|
|
|||||||||
|
Vehicle-backed debt due to Avis Budget Rental Car Funding
(a)
|
$
|
5,656
|
|
|
$
|
5,732
|
|
|
$
|
5,203
|
|
|
$
|
5,391
|
|
|
Vehicle-backed debt
(a)
|
1,668
|
|
|
1,675
|
|
|
1,599
|
|
|
1,613
|
|
||||
|
Interest rate swaps and interest rate caps
(b)
|
13
|
|
|
13
|
|
|
4
|
|
|
4
|
|
(a)
|
The fair value measurements are based on significant observable inputs (Level 2).
|
(b)
|
Derivatives in liability position.
|
20.
|
Segment Information
|
|
North America
|
|
International
|
|
Truck Rental
|
|
Corporate
and Other
(a)
|
|
Total
|
||||||||||
Net revenues
|
$
|
5,083
|
|
|
$
|
2,481
|
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
7,937
|
|
Vehicle depreciation and lease charges, net
|
1,262
|
|
|
501
|
|
|
48
|
|
|
—
|
|
|
1,811
|
|
|||||
Vehicle interest, net
|
204
|
|
|
48
|
|
|
12
|
|
|
—
|
|
|
264
|
|
|||||
Adjusted EBITDA
|
500
|
|
|
240
|
|
|
15
|
|
|
(47
|
)
|
|
708
|
|
|||||
Non-vehicle depreciation and amortization
|
102
|
|
|
49
|
|
|
1
|
|
|
—
|
|
|
152
|
|
|||||
Segment assets exclusive of assets under vehicle programs
|
3,748
|
|
|
1,779
|
|
|
80
|
|
|
225
|
|
|
5,832
|
|
|||||
Assets under vehicle programs
|
7,967
|
|
|
2,136
|
|
|
349
|
|
|
—
|
|
|
10,452
|
|
|||||
Capital expenditures (excluding vehicles)
|
99
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
152
|
|
(a)
|
Primarily represents unallocated corporate overhead, receivables from our former subsidiaries and debt financing fees related to our corporate debt.
|
|
North America
|
|
International
|
|
Truck Rental
|
|
Corporate
and Other
(a)
|
|
Total
|
||||||||||
Net revenues
|
$
|
4,640
|
|
|
$
|
2,342
|
|
|
$
|
374
|
|
|
$
|
1
|
|
|
$
|
7,357
|
|
Vehicle depreciation and lease charges, net
|
943
|
|
|
483
|
|
|
45
|
|
|
—
|
|
|
1,471
|
|
|||||
Vehicle interest, net
|
246
|
|
|
38
|
|
|
13
|
|
|
—
|
|
|
297
|
|
|||||
Adjusted EBITDA
|
556
|
|
|
234
|
|
|
33
|
|
|
(21
|
)
|
|
802
|
|
|||||
Non-vehicle depreciation and amortization
|
78
|
|
|
46
|
|
|
1
|
|
|
—
|
|
|
125
|
|
|||||
Segment assets exclusive of assets under vehicle programs
|
3,065
|
|
|
1,740
|
|
|
90
|
|
|
224
|
|
|
5,119
|
|
|||||
Assets under vehicle programs
|
7,394
|
|
|
2,300
|
|
|
405
|
|
|
—
|
|
|
10,099
|
|
|||||
Capital expenditures (excluding vehicles)
|
72
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
132
|
|
(a)
|
Primarily represents unallocated corporate overhead, receivables from our former subsidiaries and debt financing fees related to our corporate debt.
|
|
North America
|
|
International
|
|
Truck Rental
|
|
Corporate
and Other
(a)
|
|
Total
|
||||||||||
Net revenues
|
$
|
4,495
|
|
|
$
|
1,028
|
|
|
$
|
376
|
|
|
$
|
1
|
|
|
$
|
5,900
|
|
Vehicle depreciation and lease charges, net
|
969
|
|
|
209
|
|
|
45
|
|
|
—
|
|
|
1,223
|
|
|||||
Vehicle interest, net
|
263
|
|
|
11
|
|
|
12
|
|
|
—
|
|
|
286
|
|
|||||
Adjusted EBITDA
|
442
|
|
|
127
|
|
|
49
|
|
|
(13
|
)
|
|
605
|
|
|||||
Non-vehicle depreciation and amortization
|
80
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
95
|
|
|||||
Segment assets exclusive of assets under vehicle programs
|
2,112
|
|
|
1,464
|
|
|
88
|
|
|
184
|
|
|
3,848
|
|
|||||
Assets under vehicle programs
|
6,674
|
|
|
2,109
|
|
|
307
|
|
|
—
|
|
|
9,090
|
|
|||||
Capital expenditures (excluding vehicles)
|
54
|
|
|
10
|
|
|
1
|
|
|
—
|
|
|
65
|
|
(a)
|
Primarily represents unallocated corporate overhead, receivables from our former subsidiaries and debt financing fees related to our corporate debt.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Adjusted EBITDA
(a)
|
$
|
708
|
|
|
$
|
802
|
|
|
$
|
605
|
|
|
Less: Non-vehicle related depreciation and amortization
|
152
|
|
|
125
|
|
|
95
|
|
||||
|
Interest expense related to corporate debt, net
|
228
|
|
|
268
|
|
|
219
|
|
|||
|
Early extinguishment of debt
|
147
|
|
|
75
|
|
|
—
|
|
|||
|
Transaction-related costs
|
51
|
|
|
34
|
|
|
255
|
|
|||
|
Impairment
|
33
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
97
|
|
|
$
|
300
|
|
|
$
|
36
|
|
(a)
|
Adjusted EBITDA includes restructuring costs of
$61 million
,
$38 million
and
$5 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
|
United States
|
|
All Other Countries
|
|
Total
|
||||||
2013
|
|
|
|
|
|
||||||
Net revenues
|
$
|
5,030
|
|
|
$
|
2,907
|
|
|
$
|
7,937
|
|
Assets exclusive of assets under vehicle programs
|
3,729
|
|
|
2,103
|
|
|
5,832
|
|
|||
Assets under vehicle programs
|
7,791
|
|
|
2,661
|
|
|
10,452
|
|
|||
Property and equipment, net
|
424
|
|
|
190
|
|
|
614
|
|
|||
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
||||||
Net revenues
|
$
|
4,637
|
|
|
$
|
2,720
|
|
|
$
|
7,357
|
|
Assets exclusive of assets under vehicle programs
|
3,094
|
|
|
2,025
|
|
|
5,119
|
|
|||
Assets under vehicle programs
|
7,329
|
|
|
2,770
|
|
|
10,099
|
|
|||
Property and equipment, net
|
366
|
|
|
163
|
|
|
529
|
|
|||
|
|
|
|
|
|
||||||
2011
|
|
|
|
|
|
||||||
Net revenues
|
$
|
4,489
|
|
|
$
|
1,411
|
|
|
$
|
5,900
|
|
Assets exclusive of assets under vehicle programs
|
2,177
|
|
|
1,671
|
|
|
3,848
|
|
|||
Assets under vehicle programs
|
6,553
|
|
|
2,537
|
|
|
9,090
|
|
|||
Property and equipment, net
|
365
|
|
|
128
|
|
|
493
|
|
21.
|
Guarantor and Non-Guarantor Consolidating Financial Statements
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,786
|
|
|
$
|
1,921
|
|
|
$
|
—
|
|
|
$
|
5,707
|
|
|
|
Other
|
—
|
|
|
—
|
|
|
1,098
|
|
|
3,086
|
|
|
(1,954
|
)
|
|
2,230
|
|
|||||||
Net revenues
|
—
|
|
|
—
|
|
|
4,884
|
|
|
5,007
|
|
|
(1,954
|
)
|
|
7,937
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
7
|
|
|
15
|
|
|
2,425
|
|
|
1,627
|
|
|
—
|
|
|
4,074
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
1,776
|
|
|
1,806
|
|
|
(1,771
|
)
|
|
1,811
|
|
|||||||
|
Selling, general and administrative
|
35
|
|
|
6
|
|
|
591
|
|
|
387
|
|
|
—
|
|
|
1,019
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
182
|
|
|
265
|
|
|
(183
|
)
|
|
264
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
2
|
|
|
97
|
|
|
53
|
|
|
—
|
|
|
152
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
3
|
|
|
196
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
228
|
|
||||||
|
|
Intercompany interest expense (income)
|
(12
|
)
|
|
(30
|
)
|
|
6
|
|
|
36
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
53
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147
|
|
||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
25
|
|
|
36
|
|
|
—
|
|
|
61
|
|
|||||||
|
Transaction-related costs
|
1
|
|
|
24
|
|
|
3
|
|
|
23
|
|
|
—
|
|
|
51
|
|
|||||||
|
Impairment
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||||
Total expenses
|
87
|
|
|
340
|
|
|
5,105
|
|
|
4,262
|
|
|
(1,954
|
)
|
|
7,840
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(87
|
)
|
|
(340
|
)
|
|
(221
|
)
|
|
745
|
|
|
—
|
|
|
97
|
|
||||||||
Provision for (benefit from) income taxes
|
(14
|
)
|
|
(124
|
)
|
|
156
|
|
|
63
|
|
|
—
|
|
|
81
|
|
||||||||
Equity in earnings of subsidiaries
|
89
|
|
|
305
|
|
|
682
|
|
|
—
|
|
|
(1,076
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
16
|
|
|
$
|
89
|
|
|
$
|
305
|
|
|
$
|
682
|
|
|
$
|
(1,076
|
)
|
|
$
|
16
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
23
|
|
|
$
|
96
|
|
|
$
|
310
|
|
|
$
|
657
|
|
|
$
|
(1,063
|
)
|
|
$
|
23
|
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,491
|
|
|
$
|
1,806
|
|
|
$
|
—
|
|
|
$
|
5,297
|
|
|
|
Other
|
1
|
|
|
—
|
|
|
1,052
|
|
|
2,130
|
|
|
(1,123
|
)
|
|
2,060
|
|
|||||||
Net revenues
|
1
|
|
|
—
|
|
|
4,543
|
|
|
3,936
|
|
|
(1,123
|
)
|
|
7,357
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
—
|
|
|
5
|
|
|
2,305
|
|
|
1,514
|
|
|
—
|
|
|
3,824
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
902
|
|
|
996
|
|
|
(427
|
)
|
|
1,471
|
|
|||||||
|
Selling, general and administrative
|
21
|
|
|
—
|
|
|
573
|
|
|
331
|
|
|
—
|
|
|
925
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
—
|
|
|
234
|
|
|
300
|
|
|
(237
|
)
|
|
297
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
2
|
|
|
75
|
|
|
48
|
|
|
—
|
|
|
125
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
9
|
|
|
246
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
268
|
|
||||||
|
|
Intercompany interest expense (income)
|
(18
|
)
|
|
(314
|
)
|
|
277
|
|
|
55
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Early extinguishment of debt
|
44
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
3
|
|
|
35
|
|
|
—
|
|
|
38
|
|
|||||||
|
Transaction-related costs
|
4
|
|
|
1
|
|
|
1
|
|
|
28
|
|
|
—
|
|
|
34
|
|
|||||||
Total expenses
|
60
|
|
|
(29
|
)
|
|
4,370
|
|
|
3,320
|
|
|
(664
|
)
|
|
7,057
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(59
|
)
|
|
29
|
|
|
173
|
|
|
616
|
|
|
(459
|
)
|
|
300
|
|
||||||||
Provision for (benefit from) income taxes
|
(8
|
)
|
|
(106
|
)
|
|
72
|
|
|
52
|
|
|
—
|
|
|
10
|
|
||||||||
Equity in earnings of subsidiaries
|
341
|
|
|
206
|
|
|
105
|
|
|
—
|
|
|
(652
|
)
|
|
—
|
|
||||||||
Net income
|
$
|
290
|
|
|
$
|
341
|
|
|
$
|
206
|
|
|
$
|
564
|
|
|
$
|
(1,111
|
)
|
|
$
|
290
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
322
|
|
|
$
|
373
|
|
|
$
|
237
|
|
|
$
|
594
|
|
|
$
|
(1,204
|
)
|
|
$
|
322
|
|
|
|
|
Parent
|
|
Subsidiary
Issuers
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Vehicle rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,393
|
|
|
$
|
945
|
|
|
$
|
—
|
|
|
$
|
4,338
|
|
|
|
Other
|
2
|
|
|
—
|
|
|
1,006
|
|
|
1,702
|
|
|
(1,148
|
)
|
|
1,562
|
|
|||||||
Net revenues
|
2
|
|
|
—
|
|
|
4,399
|
|
|
2,647
|
|
|
(1,148
|
)
|
|
5,900
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Operating
|
3
|
|
|
8
|
|
|
2,241
|
|
|
773
|
|
|
—
|
|
|
3,025
|
|
|||||||
|
Vehicle depreciation and lease charges, net
|
—
|
|
|
—
|
|
|
921
|
|
|
868
|
|
|
(566
|
)
|
|
1,223
|
|
|||||||
|
Selling, general and administrative
|
11
|
|
|
—
|
|
|
564
|
|
|
181
|
|
|
—
|
|
|
756
|
|
|||||||
|
Vehicle interest, net
|
—
|
|
|
(1
|
)
|
|
243
|
|
|
296
|
|
|
(252
|
)
|
|
286
|
|
|||||||
|
Non-vehicle related depreciation and amortization
|
—
|
|
|
—
|
|
|
78
|
|
|
17
|
|
|
—
|
|
|
95
|
|
|||||||
|
Interest expense related to corporate debt, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Interest expense
|
10
|
|
|
208
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
219
|
|
||||||
|
|
Intercompany interest expense (income)
|
(14
|
)
|
|
(205
|
)
|
|
215
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||
|
Transaction-related costs
|
71
|
|
|
56
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
255
|
|
|||||||
|
Restructuring expense
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|||||||
Total expenses
|
81
|
|
|
66
|
|
|
4,264
|
|
|
2,271
|
|
|
(818
|
)
|
|
5,864
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
(79
|
)
|
|
(66
|
)
|
|
135
|
|
|
376
|
|
|
(330
|
)
|
|
36
|
|
||||||||
Provision for (benefit from) income taxes
|
(27
|
)
|
|
(22
|
)
|
|
66
|
|
|
48
|
|
|
—
|
|
|
65
|
|
||||||||
Equity in earnings (loss) of subsidiaries
|
23
|
|
|
67
|
|
|
(2
|
)
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
$
|
(29
|
)
|
|
$
|
23
|
|
|
$
|
67
|
|
|
$
|
328
|
|
|
$
|
(418
|
)
|
|
$
|
(29
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income (loss)
|
$
|
(43
|
)
|
|
$
|
7
|
|
|
$
|
50
|
|
|
$
|
358
|
|
|
$
|
(415
|
)
|
|
$
|
(43
|
)
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
14
|
|
|
$
|
242
|
|
|
$
|
12
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
150
|
|
|
469
|
|
|
—
|
|
|
619
|
|
||||||
|
Deferred income taxes
|
1
|
|
|
—
|
|
|
156
|
|
|
21
|
|
|
(1
|
)
|
|
177
|
|
||||||
|
Other current assets
|
4
|
|
|
80
|
|
|
82
|
|
|
289
|
|
|
—
|
|
|
455
|
|
||||||
Total current assets
|
19
|
|
|
322
|
|
|
400
|
|
|
1,204
|
|
|
(1
|
)
|
|
1,944
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
109
|
|
|
312
|
|
|
193
|
|
|
—
|
|
|
614
|
|
|||||||
Deferred income taxes
|
20
|
|
|
1,142
|
|
|
141
|
|
|
—
|
|
|
(4
|
)
|
|
1,299
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
342
|
|
|
349
|
|
|
—
|
|
|
691
|
|
|||||||
Other intangibles, net
|
—
|
|
|
41
|
|
|
519
|
|
|
363
|
|
|
—
|
|
|
923
|
|
|||||||
Other non-current assets
|
104
|
|
|
96
|
|
|
18
|
|
|
143
|
|
|
—
|
|
|
361
|
|
|||||||
Intercompany receivables
|
145
|
|
|
210
|
|
|
853
|
|
|
331
|
|
|
(1,539
|
)
|
|
—
|
|
|||||||
Investment in subsidiaries
|
671
|
|
|
2,900
|
|
|
3,347
|
|
|
—
|
|
|
(6,918
|
)
|
|
—
|
|
|||||||
Total assets exclusive of assets under vehicle programs
|
959
|
|
|
4,820
|
|
|
5,932
|
|
|
2,583
|
|
|
(8,462
|
)
|
|
5,832
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
116
|
|
||||||
|
Vehicles, net
|
—
|
|
|
10
|
|
|
9
|
|
|
9,563
|
|
|
—
|
|
|
9,582
|
|
||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
—
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|
—
|
|
|
363
|
|
||||||
|
|
—
|
|
|
10
|
|
|
9
|
|
|
10,433
|
|
|
—
|
|
|
10,452
|
|
||||||
Total assets
|
$
|
959
|
|
|
$
|
4,830
|
|
|
$
|
5,941
|
|
|
$
|
13,016
|
|
|
$
|
(8,462
|
)
|
|
$
|
16,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Accounts payable and other current liabilities
|
$
|
25
|
|
|
$
|
238
|
|
|
$
|
487
|
|
|
$
|
730
|
|
|
$
|
(1
|
)
|
|
$
|
1,479
|
|
|
Short-term debt and current portion of long-term debt
|
65
|
|
|
14
|
|
|
3
|
|
|
7
|
|
|
—
|
|
|
89
|
|
||||||
Total current liabilities
|
90
|
|
|
252
|
|
|
490
|
|
|
737
|
|
|
(1
|
)
|
|
1,568
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
2,955
|
|
|
6
|
|
|
344
|
|
|
—
|
|
|
3,305
|
|
|||||||
Other non-current liabilities
|
98
|
|
|
96
|
|
|
221
|
|
|
436
|
|
|
(4
|
)
|
|
847
|
|
|||||||
Intercompany payables
|
—
|
|
|
844
|
|
|
340
|
|
|
355
|
|
|
(1,539
|
)
|
|
—
|
|
|||||||
Total liabilities exclusive of liabilities under vehicle programs
|
188
|
|
|
4,147
|
|
|
1,057
|
|
|
1,872
|
|
|
(1,544
|
)
|
|
5,720
|
|
|||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Debt
|
—
|
|
|
11
|
|
|
—
|
|
|
1,670
|
|
|
—
|
|
|
1,681
|
|
||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
5,656
|
|
|
—
|
|
|
5,656
|
|
||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,984
|
|
|
193
|
|
|
—
|
|
|
2,177
|
|
||||||
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
279
|
|
||||||
|
|
—
|
|
|
12
|
|
|
1,984
|
|
|
7,797
|
|
|
—
|
|
|
9,793
|
|
||||||
Total stockholders’ equity
|
771
|
|
|
671
|
|
|
2,900
|
|
|
3,347
|
|
|
(6,918
|
)
|
|
771
|
|
|||||||
Total liabilities and stockholders’ equity
|
$
|
959
|
|
|
$
|
4,830
|
|
|
$
|
5,941
|
|
|
$
|
13,016
|
|
|
$
|
(8,462
|
)
|
|
$
|
16,284
|
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
—
|
|
|
$
|
606
|
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
156
|
|
|
397
|
|
|
—
|
|
|
553
|
|
||||||
|
Deferred income taxes
|
3
|
|
|
1
|
|
|
138
|
|
|
4
|
|
|
—
|
|
|
146
|
|
||||||
|
Other current assets
|
5
|
|
|
73
|
|
|
81
|
|
|
246
|
|
|
—
|
|
|
405
|
|
||||||
Total current assets
|
13
|
|
|
176
|
|
|
375
|
|
|
1,146
|
|
|
—
|
|
|
1,710
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
90
|
|
|
276
|
|
|
163
|
|
|
—
|
|
|
529
|
|
|||||||
Deferred income taxes
|
23
|
|
|
1,216
|
|
|
223
|
|
|
—
|
|
|
(8
|
)
|
|
1,454
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
74
|
|
|
301
|
|
|
—
|
|
|
375
|
|
|||||||
Other intangibles, net
|
—
|
|
|
43
|
|
|
341
|
|
|
347
|
|
|
—
|
|
|
731
|
|
|||||||
Other non-current assets
|
109
|
|
|
80
|
|
|
14
|
|
|
117
|
|
|
—
|
|
|
320
|
|
|||||||
Intercompany receivables
|
142
|
|
|
972
|
|
|
546
|
|
|
96
|
|
|
(1,756
|
)
|
|
—
|
|
|||||||
Investment in subsidiaries
|
723
|
|
|
2,030
|
|
|
3,293
|
|
|
—
|
|
|
(6,046
|
)
|
|
—
|
|
|||||||
Total assets exclusive of assets under vehicle programs
|
1,010
|
|
|
4,607
|
|
|
5,142
|
|
|
2,170
|
|
|
(7,810
|
)
|
|
5,119
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||
|
Vehicles, net
|
—
|
|
|
7
|
|
|
13
|
|
|
9,254
|
|
|
—
|
|
|
9,274
|
|
||||||
|
Receivables from vehicle manufacturers and other
|
—
|
|
|
—
|
|
|
—
|
|
|
439
|
|
|
—
|
|
|
439
|
|
||||||
|
Investment in Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
||||||
|
|
—
|
|
|
7
|
|
|
13
|
|
|
10,079
|
|
|
—
|
|
|
10,099
|
|
||||||
Total assets
|
$
|
1,010
|
|
|
$
|
4,614
|
|
|
$
|
5,155
|
|
|
$
|
12,249
|
|
|
$
|
(7,810
|
)
|
|
$
|
15,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Accounts payable and other current liabilities
|
$
|
22
|
|
|
$
|
250
|
|
|
$
|
490
|
|
|
$
|
659
|
|
|
$
|
—
|
|
|
$
|
1,421
|
|
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
13
|
|
|
3
|
|
|
41
|
|
|
—
|
|
|
57
|
|
||||||
Total current liabilities
|
22
|
|
|
263
|
|
|
493
|
|
|
700
|
|
|
—
|
|
|
1,478
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
128
|
|
|
2,712
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
2,848
|
|
|||||||
Other non-current liabilities
|
103
|
|
|
79
|
|
|
277
|
|
|
420
|
|
|
(8
|
)
|
|
871
|
|
|||||||
Intercompany payables
|
—
|
|
|
831
|
|
|
372
|
|
|
553
|
|
|
(1,756
|
)
|
|
—
|
|
|||||||
Total liabilities exclusive of liabilities under vehicle programs
|
253
|
|
|
3,885
|
|
|
1,150
|
|
|
1,673
|
|
|
(1,764
|
)
|
|
5,197
|
|
|||||||
Liabilities under vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Debt
|
—
|
|
|
4
|
|
|
—
|
|
|
1,599
|
|
|
—
|
|
|
1,603
|
|
||||||
|
Due to Avis Budget Rental Car Funding (AESOP) LLC-related party
|
—
|
|
|
—
|
|
|
—
|
|
|
5,203
|
|
|
—
|
|
|
5,203
|
|
||||||
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,975
|
|
|
188
|
|
|
—
|
|
|
2,163
|
|
||||||
|
Other
|
—
|
|
|
2
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
295
|
|
||||||
|
|
—
|
|
|
6
|
|
|
1,975
|
|
|
7,283
|
|
|
—
|
|
|
9,264
|
|
||||||
Total stockholders’ equity
|
757
|
|
|
723
|
|
|
2,030
|
|
|
3,293
|
|
|
(6,046
|
)
|
|
757
|
|
|||||||
Total liabilities and stockholders’ equity
|
$
|
1,010
|
|
|
$
|
4,614
|
|
|
$
|
5,155
|
|
|
$
|
12,249
|
|
|
$
|
(7,810
|
)
|
|
$
|
15,218
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(3
|
)
|
|
$
|
562
|
|
|
$
|
26
|
|
|
$
|
1,736
|
|
|
$
|
(68
|
)
|
|
$
|
2,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(26
|
)
|
|
(69
|
)
|
|
(57
|
)
|
|
—
|
|
|
(152
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
7
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
22
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
(564
|
)
|
|
8
|
|
|
19
|
|
|
—
|
|
|
(537
|
)
|
||||||
Intercompany loan receipts
|
—
|
|
|
233
|
|
|
60
|
|
|
—
|
|
|
(293
|
)
|
|
—
|
|
||||||
Other, net
|
146
|
|
|
(50
|
)
|
|
48
|
|
|
4
|
|
|
(146
|
)
|
|
2
|
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
146
|
|
|
(400
|
)
|
|
51
|
|
|
(23
|
)
|
|
(439
|
)
|
|
(665
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(79
|
)
|
||||||
Investment in vehicles
|
—
|
|
|
(44
|
)
|
|
(2
|
)
|
|
(10,853
|
)
|
|
—
|
|
|
(10,899
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
40
|
|
|
—
|
|
|
9,369
|
|
|
—
|
|
|
9,409
|
|
||||||
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
(1,563
|
)
|
|
—
|
|
|
(1,569
|
)
|
||||||
Net cash provided by (used in) investing activities
|
146
|
|
|
(404
|
)
|
|
49
|
|
|
(1,586
|
)
|
|
(439
|
)
|
|
(2,234
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
2,647
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
2,972
|
|
||||||
Payments on long-term borrowings
|
(115
|
)
|
|
(2,489
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2,608
|
)
|
||||||
Net change in short term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(37
|
)
|
||||||
Purchases of warrants
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
||||||
Proceeds from sale of call options
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
||||||
Repurchases of common stock
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
||||||
Intercompany loan payments
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(233
|
)
|
|
293
|
|
|
—
|
|
||||||
Other, net
|
3
|
|
|
(146
|
)
|
|
—
|
|
|
(68
|
)
|
|
214
|
|
|
3
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(134
|
)
|
|
(18
|
)
|
|
(63
|
)
|
|
(20
|
)
|
|
507
|
|
|
272
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
12,953
|
|
|
—
|
|
|
12,953
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,115
|
)
|
|
—
|
|
|
(13,115
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
—
|
|
|
(196
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(134
|
)
|
|
(18
|
)
|
|
(63
|
)
|
|
(216
|
)
|
|
507
|
|
|
76
|
|
||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
9
|
|
|
140
|
|
|
12
|
|
|
(74
|
)
|
|
—
|
|
|
87
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
102
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
606
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
14
|
|
|
$
|
242
|
|
|
$
|
12
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(43
|
)
|
|
$
|
272
|
|
|
$
|
70
|
|
|
$
|
1,650
|
|
|
$
|
(60
|
)
|
|
$
|
1,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(26
|
)
|
|
(43
|
)
|
|
(63
|
)
|
|
—
|
|
|
(132
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
8
|
|
|
3
|
|
|
10
|
|
|
—
|
|
|
21
|
|
||||||
Net assets acquired, (net of cash acquired)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(68
|
)
|
|
—
|
|
|
(69
|
)
|
||||||
Intercompany loan receipts
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
||||||
Other, net
|
29
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(25
|
)
|
|
(9
|
)
|
||||||
Net cash provided by (used in) investing activities exclusive of vehicle programs
|
253
|
|
|
(22
|
)
|
|
(42
|
)
|
|
(129
|
)
|
|
(249
|
)
|
|
(189
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Investment in vehicles
|
—
|
|
|
(4
|
)
|
|
(20
|
)
|
|
(11,043
|
)
|
|
—
|
|
|
(11,067
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
3
|
|
|
2
|
|
|
9,191
|
|
|
—
|
|
|
9,196
|
|
||||||
|
—
|
|
|
(1
|
)
|
|
(18
|
)
|
|
(1,865
|
)
|
|
—
|
|
|
(1,884
|
)
|
||||||
Net cash provided by (used in) investing activities
|
253
|
|
|
(23
|
)
|
|
(60
|
)
|
|
(1,994
|
)
|
|
(249
|
)
|
|
(2,073
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
||||||
Payments on long-term borrowings
|
(222
|
)
|
|
(1,268
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(1,501
|
)
|
||||||
Net change in short term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Debt financing fees
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||
Purchases of warrants
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
||||||
Proceeds from sale of call options
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||||
Intercompany loan payments
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
—
|
|
|
224
|
|
|
—
|
|
||||||
Other, net
|
1
|
|
|
(25
|
)
|
|
—
|
|
|
(60
|
)
|
|
85
|
|
|
1
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
(207
|
)
|
|
(381
|
)
|
|
(11
|
)
|
|
(50
|
)
|
|
309
|
|
|
(340
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
12,108
|
|
|
—
|
|
|
12,108
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,490
|
)
|
|
—
|
|
|
(11,490
|
)
|
||||||
Debt financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
||||||
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|
—
|
|
|
590
|
|
||||||
Net cash provided by (used in) financing activities
|
(207
|
)
|
|
(381
|
)
|
|
(11
|
)
|
|
540
|
|
|
309
|
|
|
250
|
|
||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
3
|
|
|
(132
|
)
|
|
(1
|
)
|
|
202
|
|
|
—
|
|
|
72
|
|
||||||
Cash and cash equivalents, beginning of period
|
2
|
|
|
234
|
|
|
1
|
|
|
297
|
|
|
—
|
|
|
534
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
—
|
|
|
$
|
606
|
|
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(32
|
)
|
|
$
|
(1,241
|
)
|
|
$
|
(236
|
)
|
|
$
|
2,661
|
|
|
$
|
426
|
|
|
$
|
1,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions
|
—
|
|
|
(17
|
)
|
|
(34
|
)
|
|
(14
|
)
|
|
—
|
|
|
(65
|
)
|
||||||
Proceeds received on asset sales
|
—
|
|
|
10
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
14
|
|
||||||
Net assets acquired (net of cash acquired)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(840
|
)
|
|
—
|
|
|
(841
|
)
|
||||||
Intercompany loan advances
|
(486
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|
—
|
|
||||||
Intercompany loan receipts
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
—
|
|
||||||
Other, net
|
(34
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
32
|
|
|
(7
|
)
|
||||||
Net cash (used in) provided by investing activities exclusive of vehicle programs
|
(278
|
)
|
|
(8
|
)
|
|
(33
|
)
|
|
(856
|
)
|
|
276
|
|
|
(899
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in program cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Investment in vehicles
|
—
|
|
|
(73
|
)
|
|
(3
|
)
|
|
(8,583
|
)
|
|
—
|
|
|
(8,659
|
)
|
||||||
Proceeds received on disposition of vehicles
|
—
|
|
|
11
|
|
|
7
|
|
|
7,178
|
|
|
—
|
|
|
7,196
|
|
||||||
Investment in debt securities of AESOP – related party
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
||||||
Investment in debt securities of AESOP – related party
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
||||||
|
—
|
|
|
(62
|
)
|
|
4
|
|
|
(1,416
|
)
|
|
—
|
|
|
(1,474
|
)
|
||||||
Net cash provided by (used in) investing activities
|
(278
|
)
|
|
(70
|
)
|
|
(29
|
)
|
|
(2,272
|
)
|
|
276
|
|
|
(2,373
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
682
|
|
||||||
Payments on long-term borrowings
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(660
|
)
|
|
—
|
|
|
(668
|
)
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
||||||
Debt financing fees
|
(38
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
||||||
Intercompany loan borrowings
|
—
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
(486
|
)
|
|
—
|
|
||||||
Intercompany loan payments
|
—
|
|
|
(242
|
)
|
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
||||||
Other, net
|
93
|
|
|
152
|
|
|
268
|
|
|
(54
|
)
|
|
(458
|
)
|
|
1
|
|
||||||
Net cash provided by (used in) financing activities exclusive of vehicle programs
|
55
|
|
|
1,034
|
|
|
264
|
|
|
(811
|
)
|
|
(702
|
)
|
|
(160
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vehicle programs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
10,534
|
|
|
—
|
|
|
10,534
|
|
||||||
Payments on borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,917
|
)
|
|
—
|
|
|
(9,917
|
)
|
||||||
Debt financing fees
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(30
|
)
|
|
—
|
|
|
(33
|
)
|
||||||
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
587
|
|
|
—
|
|
|
584
|
|
||||||
Net cash provided by (used in) financing activities
|
55
|
|
|
1,032
|
|
|
263
|
|
|
(224
|
)
|
|
(702
|
)
|
|
424
|
|
||||||
Effect of changes in exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(255
|
)
|
|
(279
|
)
|
|
(2
|
)
|
|
159
|
|
|
—
|
|
|
(377
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
257
|
|
|
513
|
|
|
3
|
|
|
138
|
|
|
—
|
|
|
911
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
2
|
|
|
$
|
234
|
|
|
$
|
1
|
|
|
$
|
297
|
|
|
$
|
—
|
|
|
$
|
534
|
|
22.
|
Selected Quarterly Financial Data—(unaudited)
|
|
|
|
2013
|
||||||||||||||
|
|
|
First
(a) (b)
|
|
Second
(a) (c)
|
|
Third
(d)
|
|
Fourth
(a) (e)
|
||||||||
Net revenues
|
$
|
1,691
|
|
|
$
|
2,002
|
|
|
$
|
2,395
|
|
|
$
|
1,849
|
|
||
Net income (loss)
|
(46
|
)
|
|
(28
|
)
|
|
118
|
|
|
(28
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(0.43
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
1.09
|
|
|
$
|
(0.26
|
)
|
|
|
Weighted average shares
|
107.7
|
|
|
108.4
|
|
|
108.3
|
|
|
107.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(0.43
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
1.02
|
|
|
$
|
(0.26
|
)
|
|
|
Weighted average shares
|
107.7
|
|
|
108.4
|
|
|
116.2
|
|
|
107.1
|
|
|
|
|
2012
|
||||||||||||||
|
|
|
First
(a) (f)
|
|
Second
(g)
|
|
Third
(h)
|
|
Fourth
(a) (i)
|
||||||||
Net revenues
|
$
|
1,623
|
|
|
$
|
1,866
|
|
|
$
|
2,170
|
|
|
$
|
1,698
|
|
||
Net income (loss)
|
(23
|
)
|
|
79
|
|
|
280
|
|
|
(46
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information:
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(0.22
|
)
|
|
$
|
0.74
|
|
|
$
|
2.62
|
|
|
$
|
(0.43
|
)
|
|
|
Weighted average shares
|
105.9
|
|
|
106.7
|
|
|
106.8
|
|
|
106.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted
|
|
|
|
|
|
|
|
|||||||||
|
|
Net income (loss)
|
$
|
(0.22
|
)
|
|
$
|
0.66
|
|
|
$
|
2.38
|
|
|
$
|
(0.43
|
)
|
|
|
Weighted average shares
|
105.9
|
|
|
121.9
|
|
|
118.0
|
|
|
106.9
|
|
(a)
|
As the Company incurred a loss from continuing operations for this period, all outstanding stock options, restricted stock units, stock warrants and issuable shares underlying convertible notes are anti-dilutive for such period. Accordingly, basic and diluted weighted average shares outstanding are equal for such period.
|
(b)
|
Net income (loss) for first quarter
2013
includes
$40 million
(
$39 million
, net of tax) for costs related to the early extinguishment of corporate debt,
$10 million
(
$7 million
, net of tax) in restructuring expenses,
$8 million
(
$6 million
, net of tax) for transaction-related costs primarily related to the integration of Avis Europe and the acquisition of Zipcar, and
$4 million
(
$3 million
, net of tax) for amortization expense related to intangible assets recognized in the acquisitions of Avis Europe and Zipcar.
|
(c)
|
Net income (loss) for second quarter
2013
includes
$91 million
(
$56 million
, net of tax) for costs related to the early extinguishment of corporate debt,
$19 million
(
$16 million
, net of tax) for transaction-related costs primarily related to the integration of Avis Europe and the acquisition and integration of Zipcar,
$15 million
(
$10 million
, net of tax) in restructuring expenses and
$6 million
(
$4 million
, net of tax) for amortization expense related to intangible assets recognized in the acquisitions of Avis Europe and Zipcar.
|
(d)
|
Net income (loss) for third quarter
2013
includes a
$10 million
(
$7 million
, net of tax) for transaction-related costs primarily related to the integration of Avis Europe and the acquisition of Payless,
$14 million
(
$9 million
, net of tax) in restructuring expenses,
$6 million
(
$4 million
, net of tax) for amortization expense related to intangible
|
(e)
|
Net income (loss) for fourth quarter
2013
includes
$16 million
(
$14 million
, net of tax) for the early extinguishment of corporate debt,
$22 million
(
$15 million
, net of tax) in restructuring expenses,
$14 million
(
$12 million
, net of tax) for transaction-related costs primarily related to the integration of Avis Europe and Zipcar and
$7 million
(
$4 million
, net of tax) for amortization expense related to intangible assets recognized in the acquisitions of Avis Europe and Zipcar.
|
(f)
|
Net income (loss) for first quarter
2012
includes
$27 million
(
$23 million
, net of tax) for costs related to the early extinguishment of corporate debt,
$7 million
(
$5 million
, net of tax) in restructuring expenses,
$6 million
(
$5 million
, net of tax) for transaction-related costs primarily related to the integration of the operations of Avis Europe and
$5 million
(
$4 million
, net of tax) for amortization expense related to intangible assets recognized in the acquisition of Avis Europe.
|
(g)
|
Net income (loss) for second quarter
2012
includes
$23 million
(
$21 million
, net of tax) for the early extinguishment of corporate debt,
$12 million
(
$8 million
, net of tax) in restructuring expenses,
$4 million
(
$2 million
, net of tax) of transaction-related costs primarily related to the integration of the operations of Avis Europe and
$3 million
(
$2 million
, net of tax) for amortization expense related to intangible assets recognized in the acquisition of Avis Europe.
|
(h)
|
Net income (loss) for third quarter
2012
includes a
$128 million
non-cash income tax benefit for pre-2007 taxes,
$11 million
(
$10 million
, net of tax) of transaction-related costs primarily related to the integration of the operations of Avis Europe,
$7 million
(
$5 million
, net of tax) in restructuring expenses,
$4 million
(
$3 million
, net of tax) for amortization expense related to intangible assets recognized in the acquisition of Avis Europe, and
$2 million
(
$1 million
, net of tax) for the early extinguishment of corporate debt.
|
(i)
|
Net income (loss) for fourth quarter
2012
includes
$23 million
(
$16 million
, net of tax) for the early extinguishment of corporate debt,
$13 million
(
$13 million
, net of tax) of transaction-related costs primarily related to the integration of Avis Europe,
$12 million
(
$9 million
, net of tax) in restructuring expenses and
$4 million
(
$2 million
, net of tax) for amortization expense related to intangible assets recognized in the Avis Europe acquisition.
|
23.
|
Subsequent Events
|
Description
|
Balance at Beginning of Period
|
|
Expensed
|
|
Other Adjustments
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
$
|
40
|
|
|
$
|
15
|
|
|
$
|
10
|
|
|
$
|
(15
|
)
|
|
$
|
50
|
|
2012
|
21
|
|
|
27
|
|
|
—
|
|
|
(8
|
)
|
|
40
|
|
|||||
2011
|
16
|
|
|
9
|
|
|
—
|
|
|
(4
|
)
|
|
21
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
(a)
|
$
|
298
|
|
|
$
|
27
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
347
|
|
2012
|
273
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|||||
2011
(a)
|
192
|
|
|
16
|
|
|
65
|
|
|
—
|
|
|
273
|
|
(a)
|
For 2013 and 2011, other adjustments relate to the acquisition of Zipcar and Avis Europe, respectively.
|
EXHIBIT NO.
|
|
DESCRIPTION
|
2.1
|
|
Separation and Distribution Agreement by and among Cendant Corporation*, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated August 1, 2006).
|
2.2
|
|
Letter Agreement dated August 23, 2006 related to the Separation and Distribution Agreement by and among Realogy Corporation, Cendant Corporation*, Wyndham Worldwide Corporation and Travelport Inc. dated as of July 27, 2006 (Incorporated by reference to Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007, dated August 8, 2007).
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 5, 2006).
|
3.2
|
|
Amended and Restated Bylaws of Avis Budget Group, Inc. (as of November 5, 2009) (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated November 5, 2009).
|
4.1
|
|
Indenture dated as of October 13, 2009, by and between Avis Budget Group, Inc. and The Bank of Nova Scotia Trust Company of New York, as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 13, 2009).
|
4.2
|
|
Indenture dated as of October 15, 2010 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 18, 2010).
|
4.2(a)
|
|
Supplemental Indenture, dated as of June 30, 2011, to the Indenture dated as of October 15, 2010 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee. (Incorporated by reference to Exhibit 4.8(b) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-17490, dated October 25, 2011).
|
4.2(b)
|
|
Supplemental Indenture, dated as of June 21, 2013, to the Indenture, dated as of October 15, 2010, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.6(c) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-189524, dated June 21, 2013).
|
4.3
|
|
Form of 8.25% Senior Notes Due 2019 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 18, 2010).
|
4.4
|
|
Indenture dated as of October 3, 2011 between AE Escrow Corporation and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 14, 2011).
|
4.4(a)
|
|
Supplemental Indenture dated as of October 10, 2011 among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., Avis Budget Group, Inc., Avis Budget Holdings, LLC, and the other guarantors party thereto and The Bank of Nova Scotia Trust Company of New York, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 14, 2011).
|
4.4(b)
|
|
Supplemental Indenture, dated as of June 21, 2013, to the Indenture, dated as of October 3, 2011, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers (successors to AE Escrow Corporation ), the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.7(c) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-189524, dated June 21, 2013).
|
4.5
|
|
Form of 9.75% Senior Notes Due 2020 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 5, 2011).
|
4.6
|
|
Indenture dated as of November 8, 2012 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 13, 2012).
|
4.6(a)
|
|
Supplemental Indenture, dated as of June 21, 2013, to the Indenture, dated as of November 8, 2012, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.9(b) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-189524, dated June 21, 2013).
|
4.7
|
|
Form of 4.875% Senior Notes Due 2017 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 13, 2012).
|
4.8
|
|
Indenture dated as of March 7, 2013 among Avis Budget Finance, plc, as Issuer, the Guarantors from time to time parties thereto, Bank of Nova Scotia Trust Company of New York as Trustee and Citibank, N.A., London Branch, as paying agent and note registrar (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 11, 2013).
|
4.8(a)
|
|
Supplemental Indenture, dated as of June 21, 2013, to the Indenture, dated as of March 7, 2013, by and among Avis Budget Finance plc, as Issuer, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.11(b) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-189524,dated June 21, 2013).
|
4.9
|
|
Form of 6.0% Senior Notes Due 2021 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 11, 2013).
|
4.10
|
|
Indenture, dated as of April 3, 2013, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 8, 2013).
|
4.10(a)
|
|
Supplemental Indenture, dated as of June 21, 2013, to the Indenture, dated as of April 3, 2013, by and among Avis Budget Finance plc, as Issuer, the Guarantors from time to time parties thereto and The Bank of Nova Scotia Trust Company of New York as Trustee (Incorporated by reference to Exhibit 4.12(b) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-189524, dated June 21, 2013).
|
4.11
|
|
Form of 5.50% Senior Notes due 2023 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 8, 2013).
|
4.12
|
|
Indenture dated as of November 25, 2013 among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as Issuers, the Guarantors from time to time parties thereto and Deutsche Bank Trust Company Americas as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 2, 2013).
|
4.13
|
|
Form of Floating Rate Senior Notes Due 2017 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated December 2, 2013).
|
10.1
|
|
Amended and Restated Employment Agreement between Avis Budget Group, Inc. and Ronald L. Nelson (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 29, 2010).†
|
10.2
|
|
Amended and Restated Employment Agreement between Avis Budget Group, Inc. and David B. Wyshner (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 27, 2012).†
|
10.3
|
|
Agreement between Avis Budget Group, Inc. and Larry D. De Shon dated December 19, 2008 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated December 31, 2008).†
|
10.3(a)
|
|
Amendment dated January 22, 2014 to Agreement between Avis Budget Group, Inc. and Larry D. De Shon dated December 19, 2008.†
|
10.4
|
|
Agreement between Avis Budget Group, Inc. and Patric T. Siniscalchi dated December 19, 2008 (Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†
|
10.4(a)
|
|
Amendment dated January 23, 2014 to Agreement between Avis Budget Group, Inc. Patric T. Siniscalchi dated December 19, 2008.†
|
10.5
|
|
Agreement between Avis Budget Group, Inc. and Thomas Gartland dated April 21, 2008 (Incorporated by reference to Exhibit 10.7(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 dated February 23, 2010).†
|
10.5(a)
|
|
Agreement between Avis Budget Group, Inc. and Thomas Gartland dated December 19, 2008 (Incorporated by reference to Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, dated February 24, 2010).†
|
10.5(b)
|
|
Amendment dated January 21, 2014 to Agreement between Avis Budget Group, Inc. and Thomas Gartland dated December 19, 2008.†
|
10.6
|
|
Form of Avis Budget Group, Inc. Severance Agreement (Incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, dated February 24, 2010).†
|
10.7
|
|
1997 Stock Option Plan (Incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1997, dated June 16, 1997).†
|
10.7(a)
|
|
Amendment to 1997 Stock Option Plan dated January 3, 2001 (Incorporated by reference to Exhibit 10.11(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, dated March 29, 2001).†
|
10.7(b)
|
|
Amendment to 1997 Stock Option Plan dated March 19, 2002 (Incorporated by reference to Exhibit 10.11(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, dated March 5, 2003).†
|
10.7(c)
|
|
Amendment to 1997 Stock Option Plan dated December 2011 (Incorporated by reference to Exhibit 10.10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, dated February 29, 2012).†
|
10.8
|
|
Avis Budget Group, Inc. Amended and Restated 2007 Equity and Incentive Plan (Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, dated April 17, 2012).†
|
10.9
|
|
1997 Stock Incentive Plan (Incorporated by reference to Appendix E to the Joint Proxy Statement/ Prospectus included as part of the Company’s Registration Statement on Form S-4, Registration No. 333-34517, dated August 28, 1997).†
|
10.9(a)
|
|
Amendment to 1997 Stock Incentive Plan dated March 27, 2000 (Incorporated by reference to Exhibit 10.12(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 dated March 29, 2001).†
|
10.9(b)
|
|
Amendment to 1997 Stock Incentive Plan dated March 28, 2000 (Incorporated by reference to Exhibit 10.12(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 dated March 29, 2001).†
|
10.9(c)
|
|
Amendment to 1997 Stock Incentive Plan dated January 3, 2001 (Incorporated by reference to Exhibit 10.12(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 dated March 29, 2001).†
|
10.10
|
|
Amendment to Certain Stock Plans (Incorporated by reference to Exhibit 10.16(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 dated March 5, 2003).†
|
10.11
|
|
Amendment to Various Equity-Based Plans (Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 dated March 1, 2006).†
|
10.12
|
|
Avis Budget Group, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 18, 2009).†
|
10.12(a)
|
|
Amendment No. 1 to the Avis Budget Group, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.17(b) to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-17490, dated October 25, 2011).†
|
10.13
|
|
Form of Award Agreement-Restricted Stock Units (Incorporated by reference to Exhibit 10.17(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, dated February 29, 2012).†
|
10.14
|
|
Form of Award Agreement-Stock Appreciation Rights (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 4, 2006).†
|
10.15
|
|
Form of Award Agreement-Stock Options (Incorporated by reference to Exhibit 10.15(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†
|
10.16
|
|
Form of Award Agreement-Stock Options (Incorporated by reference to Exhibit 10.15(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†
|
10.17
|
|
Form of Other Stock or Cash-Based Award Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, dated August 6, 2009).†
|
10.18
|
|
Avis Budget Group, Inc. Non-Employee Directors Deferred Compensation Plan, amended and restated as of January 1, 2013 (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 dated February 21, 2013).†
|
10.19
|
|
Avis Budget Group, Inc. Deferred Compensation Plan, amended and restated as of November 1, 2008 (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†
|
10.20
|
|
Avis Budget Group, Inc. Savings Restoration Plan, amended and restated as of November 1, 2008 (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, dated February 26, 2009).†
|
10.21
|
|
Amended and Restated Equalization Benefit Plan (Incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, dated February 29, 2008).†
|
10.22
|
|
Avis Rent A Car System, LLC Pension Plan (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).†
|
10.23
|
|
Asset and Stock Purchase Agreement by and among Budget Group, Inc. and certain of its Subsidiaries, Cendant Corporation* and Cherokee Acquisition Corporation dated as of August 22, 2002 (Incorporated by reference to Exhibit 10.71 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2001 dated November 4, 2002).
|
10.23(a)
|
|
First Amendment to Asset and Stock Purchase Agreement by and among Budget Group, Inc. and certain of its Subsidiaries, Cendant Corporation* and Cherokee Acquisition Corporation dated as of September 10, 2002 (Incorporated by reference to Exhibit 10.72 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2001 dated November 4, 2002).
|
10.24
|
|
Separation Agreement, dated as of January 31, 2005, by and between Cendant Corporation* and PHH Corporation (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 4, 2005).
|
10.25
|
|
Tax Sharing Agreement, dated as of January 31, 2005, by and among Cendant Corporation*, PHH Corporation and certain affiliates of PHH Corporation named therein (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 4, 2005).††
|
10.26
|
|
Cendant Corporation* Officer Personal Financial Services Policy (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated January 26, 2005).
|
10.27
|
|
Purchase Agreement, dated as of June 30, 2006, by and among the Company, Travelport Inc. and TDS Investor LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 30, 2006).
|
10.28
|
|
Transition Services Agreement among Cendant Corporation*, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 1, 2006).
|
10.29
|
|
Tax Sharing Agreement among Cendant Corporation*, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 28, 2006 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 1, 2006).
|
10.29(a)
|
|
Amendment to the Tax Sharing Agreement, dated July 28, 2006, among Avis Budget Group, Inc., Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 dated August 7, 2008).
|
10.30
|
|
Purchase Agreement by and among Cendant Corporation*, Affinity Acquisition, Inc. and Affinity Acquisition Holdings, Inc. dated as of July 26, 2005 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 dated November 2, 2005).
|
10.30(a)
|
|
Amendment No. 1 dated as of October 17, 2005 to the Purchase Agreement dated as of July 26, 2005 by and among Cendant Corporation*, Affinity Acquisition, Inc. (now known as Affinion Group, Inc.) and Affinity Acquisition Holdings, Inc. (now known as Affinion Group Holdings, Inc.) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 dated November 2, 2005).
|
10.31
|
|
Agreement dated October 1, 2012 between Avis Budget Car Rental, LLC and General Motors (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 5, 2012).††
|
10.32
|
|
Agreement dated August 23, 2013 between Avis Budget Car Rental, LLC and General Motors (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 7, 2013).††
|
10.33
|
|
Avis Budget Car Rental 2013 Model Year Program Letter dated November 7, 2012
between Avis Budget Car Rental, LLC and Ford Motor Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 13, 2012).††
|
10.34
|
|
Avis Budget Car Rental 2014 Model Year Program Letter dated October 26, 2013
between Avis Budget Car Rental, LLC and Ford Motor Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 31, 2013).††
|
10.35
|
|
Second Amended and Restated Base Indenture, dated as of June 3, 2004, among Cendant Rental Car Funding (AESOP) LLC***, as Issuer, and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, dated August 2, 2004).
|
10.35(a)
|
|
Supplemental Indenture No. 1, dated as of December 23, 2005, among Cendant Rental Car Funding (AESOP) LLC***, as Issuer, and The Bank of New York, as Trustee, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 20, 2006).
|
10.35(b)
|
|
Supplemental Indenture No. 2, dated as of May 9, 2007, among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, and The Bank of New York Trust Company, N.A. (as successor in interest to The Bank of New York), as Trustee, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.6 the Company Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.35(c)
|
|
Supplemental Indenture No. 3, dated as of August 16, 2013, among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, and The Bank of New York Trust Company, N.A. (as successor in interest to The Bank of New York), as Trustee, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004.
|
10.36
|
|
Second Amended and Restated Loan Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Borrower, Quartx Fleet Management, Inc., as a Permitted Nominee, PV Holding Corp., as a Permitted Nominee, and Cendant Rental Car Funding (AESOP) LLC***, as Lender (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, dated August 2, 2004).
|
10.36(a)
|
|
First Amendment, dated as of December 23, 2005, among AESOP Leasing L.P., as Borrower, Quartx Fleet Management, Inc., as a Permitted Nominee, PV Holding Corp., as a Permitted Nominee, and Cendant Rental Car Funding (AESOP) LLC***, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 20, 2006).
|
10.36(b)
|
|
Second Amendment, dated as of May 9, 2007, among AESOP Leasing L.P., as Borrower, PV Holding Corp., as a Permitted Nominee, Quartx Fleet Management, Inc., as a Permitted Nominee, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.8 the Company Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.36(c)
|
|
Third Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Borrower, PV Holding Corp., as a Permitted Nominee, Quartx Fleet Management, Inc., as a Permitted Nominee, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Second Amended and Restated Loan Agreement, dated as of June 3, 2004.
|
10.37
|
|
Amended and Restated Loan Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Borrower, and Cendant Rental Car Funding (AESOP) LLC***, as Lender (Incorporated by reference to Exhibit 10.29(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007).
|
10.37(a)
|
|
First Amendment, dated as of December 23, 2005, among AESOP Leasing L.P., as Borrower, and Cendant Rental Car Funding (AESOP) LLC***, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.29(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007).
|
10.37(b)
|
|
Second Amendment, dated as of the May 9, 2007, among AESOP Leasing L.P., as Borrower, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.7 the Company Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.37(c)
|
|
Third Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Borrower, and Avis Budget Rental Car Funding (AESOP) LLC, as Lender, to the Amended and Restated Loan Agreement, dated as of June 3, 2004.
|
10.38
|
|
Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Lessor, and Cendant Car Rental Group, Inc.**, as Lessee and as Administrator (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, dated August 2, 2004).
|
10.38(a)
|
|
First Amendment, dated December 23, 2005, among AESOP Leasing L.P., as Lessor, and Cendant Car Rental Group, Inc.**, as Lessee and as Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of December 23, 2005 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 20, 2006).
|
10.38(b)
|
|
Third Amendment, dated as of May 9, 2007, among AESOP Leasing L.P., as Lessor and Avis Budget Car Rental, LLC, as Lessee and as the Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.9 the Company Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.38(c)
|
|
Fourth Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Lessor and Avis Budget Car Rental, LLC, as Lessee and as the Administrator, to the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement, dated as of June 3, 2004.
|
10.39
|
|
Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004, among AESOP Leasing L.P., as Lessor, Cendant Car Rental Group, Inc.**, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, Inc.****, as Lessee, and Budget Rent A Car System, Inc., as Lessee (Incorporated by reference to Exhibit 10.30(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007).
|
10.39(a)
|
|
First Amendment, dated as of December 23, 2005, among AESOP Leasing L.P., as Lessor, Cendant Car Rental Group, Inc.**, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, Inc.****, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.30(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, dated March 1, 2007).
|
10.39(b)
|
|
Third Amendment, dated as of May 9, 2007, among AESOP Leasing L.P., as Lessor, Avis Budget Car Rental, LLC, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, LLC, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004 (Incorporated by reference to Exhibit 10.11 the Company Form 10-Q for the quarterly period ended June 30, 2007, dated August 8, 2007).
|
10.39(c)
|
|
Fourth Amendment, dated as of August 16, 2013, among AESOP Leasing L.P., as Lessor, Avis Budget Car Rental, LLC, as Lessee, as Administrator and as Finance Lease Guarantor, Avis Rent A Car System, LLC, as Lessee, and Budget Rent A Car System, Inc., as Lessee, to the Amended and Restated Master Motor Vehicle Finance Lease Agreement, dated as of June 3, 2004.
|
10.40
|
|
AESOP I Operating Sublease Agreement dated as of March 26, 2013 between Zipcar, Inc. and Avis Budget Car Rental, LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 dated May 8, 2013).
|
10.41
|
|
Second Amended and Restated Administration Agreement, dated as of June 3, 2004, among Cendant Rental Car Funding (AESOP) LLC***, AESOP Leasing L.P., AESOP Leasing Corp. II, Avis Rent A Car System, Inc.****, Budget Rent A Car System, Inc., Cendant Car Rental Group, Inc.** and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, dated March 1, 2006).
|
10.41(a)
|
|
First Amendment, dated as of August 16, 2013, among Avis Budget Rental Car Funding (AESOP) LLC, AESOP Leasing L.P., AESOP Leasing Corp. II, Avis Rent A Car System, LLC, Budget Rent A Car System, Inc. and Avis Budget Car Rental, LLC, as Administrator, to the Second Amended and Restated Administration Agreement dated as of June 3, 2004.
|
10.42
|
|
Assignment and Assumption Agreement dated as of June 3, 2004, among Avis Rent A Car System, Inc.****, Avis Group Holdings, Inc.***** and Cendant Car Rental Group, Inc.** (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, dated March 1, 2006).
|
10.43
|
|
Series 2010-3 Supplement, dated as of March 23, 2010, among Avis Budget Car Rental Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2010-3 Agent (Incorporated by reference to Exhibit 10.2 to Avis Budget Group’s Current Report on Form 8-K dated March 11, 2010).
|
10.44
|
|
Series 2010-4 Supplement, dated as of October 28, 2010, among Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2010-4 Agent (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated October 28, 2010).
|
10.45
|
|
Series 2010-5 Supplement, dated as of October 28, 2010, among Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2010-5 Agent (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated October 28, 2010).
|
10.45(a)
|
|
Second Amended and Restated Series 2010-6 Supplement, dated as of November 5, 2013, by and among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Series 2010-6 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated November 7, 2013).
|
10.46
|
|
Series 2011-1 Supplement, dated as of May 3, 2011, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2011-1 Agent (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 6, 2011).
|
10.47
|
|
Series 2011-2 Supplement, dated as of May 3, 2011, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2011-2 Agent (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 6, 2011).
|
10.48
|
|
Amended and Restated Series 2011-3 Supplement, dated as of September 9, 2013, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2011-3 Agent (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.49
|
|
Amended and Restated Series 2011-5 Supplement, dated as of September 9, 2013, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2011-5 Agent (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.50
|
|
Series 2012-1 Supplement, dated as of March 22, 2012, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2012-1 Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 27, 2012).
|
10.51
|
|
Amended and Restated Series 2012-2 Supplement, dated as of September 9, 2013, between Avis Budget Car Funding (AESOP) LLC and The Bank of New York Mellon Trust company, N.A., as trustee and as Series 2012-2 Agent (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.52
|
|
Amended and Restated Series 2012-3 Supplement, dated as of September 9, 2013, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2012-3 Agent (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.53
|
|
Amended and Restated Series 2013-1 Supplement, dated as of September 9, 2013, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2013-1 Agent (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.54
|
|
Amended and Restated Series 2013-2 Supplement, dated as of February 12, 2014, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2013-2 Agent.
|
10.55
|
|
Series 2014-1 Supplement, dated as of February 12, 2014, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2014-1 Agent (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated February 18, 2014).
|
10.56
|
|
Second Amended and Restated Credit Agreement, dated as of August 2, 2013, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, Deutsche Bank Securities Inc. as syndication agent, Citicorp USA, Inc., Bank of America, N.A., Barclays Bank PLC and Credit Agricole Corporate and Investment Bank and The Royal Bank of Scotland PLC, as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 6, 2013).
|
10.57
|
|
Amended and Restated Guarantee & Collateral Agreement, dated as of May 3, 2011, among made by each of the signatories thereto in favor of JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 6, 2011).
|
10.58
|
|
Purchase Agreement dated as of October 7, 2009, by and among Avis Budget Group, Inc. and J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Deutsche Bank Securities Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 13, 2009).
|
10.59
|
|
Purchase Agreement, dated as of October 7, 2010, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., Avis Budget Group, Inc., Avis Budget Holdings, LLC, AB Car Rental Service, Inc., ARACS LLC, Avis Asia and Pacific, Limited, Avis Car Rental Group, LLC, Avis Caribbean, Limited, Avis Enterprises, Inc., Avis Group Holdings, LLC, Avis International, Ltd., Avis Operations, LLC, Avis Rent A Car System, LLC, PF Claims Management, Ltd., PR Holdco, Inc., Wizard Co., Inc., BGI Leasing, Inc., Budget Rent A Car System, Inc., Budget Truck Rental LLC, Runabout, LLC, Wizard Services, Inc. and Citigroup Global Markets Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 12, 2010).
|
10.60
|
|
Purchase Agreement, dated as of November 15, 2010, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., Avis Budget Group, Inc., Avis Budget Holdings, LLC, AB Car Rental Service, Inc., ARACS LLC, Avis Asia and Pacific, Limited, Avis Car Rental Group, LLC, Avis Caribbean, Limited, Avis Enterprises, Inc., Avis Group Holdings, LLC, Avis International, Ltd., Avis Operations, LLC, Avis Rent A Car System, LLC, PF Claims Management, Ltd., PR Holdco, Inc., Wizard Co., Inc., BGI Leasing, Inc., Budget Rent A Car System, Inc., Budget Truck Rental LLC, Runabout, LLC, Wizard Services, Inc. and Citigroup Global Markets Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 18, 2010).
|
10.61
|
|
Purchase Agreement, by and among AE Escrow Corporation, Avis Budget Group, Inc. and Morgan Stanley & Co. LLC for itself and on behalf of the several initial purchasers, dated September 21, 2011 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 27, 2011).
|
10.62
|
|
Registration Rights Agreement, dated October 3, 2011, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., the guarantors parties thereto, Morgan Stanley & Co. LLC, and the other initial purchasers parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 5, 2011).
|
10.63
|
|
Purchase Agreement, dated as of March 26, 2012, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., Avis Budget Group, Inc., Avis Budget Holdings, LLC, the subsidiary guarantors party thereto, and Barclays Capital Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, dated May 9, 2012).
|
10.64
|
|
Registration Rights Agreement, dated March 29, 2012, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., the guarantors parties thereto, and Barclays Capital Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, dated May 9, 2012).
|
10.65
|
|
Purchase Agreement, dated as of November 5, 2012, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., Avis Budget Group, Inc., Avis Budget Holdings, LLC, AB Car Rental Service, Inc., ARACS LLC, Avis Asia and Pacific, LLC, Avis Car Rental Group, LLC, Avis Caribbean, Limited, Avis Enterprises, Inc., Avis Group Holdings, LLC, Avis International, Ltd., Avis Operations, LLC, Avis Rent A Car System, LLC, PF Claims Management, Ltd., PR Holdco, Inc., Wizard Co., Inc., BGI Leasing, Inc., Budget Rent A Car System, Inc., Budget Rent A Car Licensor, LLC, Budget Truck Rental LLC, Runabout, LLC, Wizard Services, Inc. and Merill Lynch, Pierce, Fenner & Smith, Incorporated for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 6, 2012).
|
10.66
|
|
Registration Rights Agreement, dated November 8, 2012, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., the guarantors parties thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other initial purchasers parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 13, 2012).
|
10.67
|
|
Purchase Agreement, dated as of February 28, 2013, by and among Avis Budget Finance, plc, as issuer, Avis Budget Group, Inc. and certain of its subsidiaries as guarantors, and Citigroup Global Markets Limited, for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 5, 2013).
|
10.68
|
|
Purchase Agreement, dated as of March 19, 2013, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. as issuers, Avis Budget Group, Inc. and certain of its subsidiaries as guarantors, and Barclays Capital Inc. for itself and on behalf of the several initial purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 25, 2013).
|
10.69
|
|
Registration Rights Agreement, dated as of April 3, 2013, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., the guarantors parties thereto, Barclays Capital Inc., and the other initial purchasers parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 8, 2013).
|
10.70
|
|
Purchase Agreement, dated as of November 20, 2013, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. as issuers, Avis Budget Group, Inc. and certain of its subsidiaries as guarantors, and Citigroup Global Markets, Inc. as the initial purchaser Trustee (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 22, 2013).
|
10.71
|
|
Registration Rights Agreement, dated November 25, 2013, among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., the guarantors parties thereto and Citigroup Global Markets Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 2, 2013).
|
10.72
|
|
Agreement of Resignation, Appointment And Acceptance, dated as of September 5, 2013, by and among Avis Budget Car Rental, LLC, Avis Budget Finance, Inc., The Bank of Nova Scotia Trust Company of New York, as the retiring trustee, and Deutsche Bank Trust Company Americas, as the successor trustee under the indentures described therein (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.73
|
|
Agreement of Resignation, Appointment And Acceptance, dated as of September 5, 2013, by and among Avis Budget Finance, The Bank of Nova Scotia Trust Company of New York, as the retiring trustee, and Deutsche Bank Trust Company Americas, as the successor trustee under the indenture dated as of March 7, 2013 (as amended and supplemented) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.74
|
|
Agreement of Resignation, Appointment And Acceptance, dated as of September 5, 2013, by and among Avis Budget Car Rental, LLC, Avis Budget Group, Inc., The Bank of Nova Scotia Trust Company of New York, as the retiring trustee, and Deutsche Bank Trust Company Americas, as the successor trustee under the indenture dated as of October 13, 2009 (as amended and supplemented) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, dated November 1, 2013).
|
10.75
|
|
Trust Indenture, dated as of August 26, 2010, among WTH Car Rental ULC and BNY Trust Company of Canada, as Indenture Trustee (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 27, 2010).
|
10.76
|
|
Series 2011-1 Indenture Supplement, dated as of March 17, 2011, to the Trust Indenture dated as of August 26, 2010, among WTH Car Rental ULC, WTH Funding Limited Partnership, as Administrator, and BNY Trust Company of Canada, as Indenture Trustee (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
10.77
|
|
Administration Agreement, dated as of August 26, 2010, among WTH Car Rental ULC, WTH Funding Limited Partnership, as Administrator, and BNY Trust Company of Canada, as Indenture Trustee (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated August 27, 2010, dated May 6, 2011).
|
10.78
|
|
Master Motor Vehicle Lease Agreement, dated as of August 26, 2010, among WTH Car Rental ULC, WTH Funding Limited Partnership, and BNY Trust Company of Canada, as Indenture Trustee (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated August 27, 2010).
|
10.79
|
|
Global Amendment dated as of February 17, 2011, to the Trust Indenture dated as of August 26, 2010 and certain related agreements, by and among Aviscar Inc., Budgetcar Inc., 2233516 Ontario Inc., WTH Car Rental ULC, WTH Funding Limited Partnership, BNY Trust Company Of Canada, Bay Street Funding Trust, Canadian Master Trust, Deutsche Bank Ag, Canada Branch, Lord Securities Corporation, and Fiserv Automotive Solutions, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, dated May 6, 2011).
|
10.80
|
|
Second Global Amendment, dated as of August 22, 2011, among Aviscar Inc., Budgetcar Inc., WTH Funding Limited Partnership, WTH Car Rental ULC, Montreal Trust Company Of Canada, BNY Trust Company Of Canada, as noteholder and Indenture Trustee, and Avis Budget Car Rental, LLC (Incorporated by reference to Exhibit 10.89 to Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s Registration Statement on Form S-4, Registration No. 333-17490, dated October 25, 2011).
|
10.81
|
|
Third Global Amendment, dated as of November 27, 2012, among Aviscar Inc., Budgetcar Inc., WTH Funding Limited Partnership, WTH Car Rental ULC, Montreal Trust Company Of Canada, BNY Trust Company Of Canada as noteholder and Indenture Trustee, and Avis Budget Car Rental, LLC (Incorporated by reference to Exhibit 10.81 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, dated February 21, 2013).
|
10.82
|
|
Fourth Global Amendment dated as of August 21, 2013, among Aviscar Inc., Budgetcar Inc., Zipcar Canada, Inc., WTH Funding Limited Partnership, WTH Car Rental ULC, BNY Trust Company Of Canada as noteholder and Indenture Trustee, Bay Street Funding Trust, Canadian Master Trust, and Avis Budget Car Rental, LLC (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter year ended September 30, 2013, dated November 1, 2013).
|
10.83
|
|
Amended and Restated Base Indenture, dated as of March 9, 2010, between Centre Point Funding, LLC, as Issuer, The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, dated February 24, 2011).
|
10.84
|
|
Amended and Restated Administration Agreement (Group I), dated as of March 9, 2010, among Centre Point Funding, LLC, Budget Truck Rental LLC, as Administrator, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.85 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, dated February 24, 2011).
|
10.85
|
|
Second Amended and Restated Master Motor Vehicle Operating Lease Agreement (Group I), dated March 14, 2012, among, Centre Point Funding, LLC, as Lessor, Budget Truck Rental LLC, as Administrator and as Lessee, and Avis Budget Car Rental, LLC, as Guarantor (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, dated May 9, 2012).
|
10.86
|
|
Administration Agreement (Group II), dated as of March 9, 2010, among Centre Point Funding, LLC, Budget Truck Rental LLC, as Administrator, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 10.88 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, dated February 24, 2011).
|
10.87
|
|
Master Motor Vehicle Operating Lease Agreement (Group II), dated March 9, 2010, among, Centre Point Funding, LLC, as Lessor, Budget Truck Rental LLC, as Administrator and as Lessee, and Avis Budget Car Rental, LLC, as Guarantor (Incorporated by reference to Exhibit 10.87 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, dated February 24, 2011).
|
10.88
|
|
Umbrella Amending and Rescission Deed, dated September 22, 2011, among AB Funding Pty Ltd., WTH Pty Ltd., Budget Rent A Car Australia Pty Ltd., BNY Trust (Australia) Registry Limited, as Security Trustee, Westpac Banking Corporation, Commonwealth Bank of Australia and Bank of America, N.A. (Australia Branch) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated September 27, 2011).
|
10.89
|
|
Issuer Note Facility Agreement dated March 5, 2013 among CarFin Finance International Limited, Credit Agricole Corporate And Investment Bank, the Initial Senior Noteholders listed therein, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 11, 2013).
|
23.1
|
|
Consent of Deloitte & Touche LLP.
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
32
|
|
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
*
|
Cendant Corporation is now known as Avis Budget Group, Inc.
|
**
|
Cendant Car Rental Group, LLC (formerly known as Cendant Car Rental Group, Inc.) is now known as Avis Budget Car Rental, LLC.
|
***
|
Cendant Rental Car Funding (AESOP) LLC, formerly known as AESOP Funding II L.L.C, is now known as Avis Budget Rental Car Funding (AESOP) LLC.
|
****
|
Avis Rent A Car System, Inc. is now known as Avis Rent A Car System, LLC.
|
*****
|
Avis Group Holdings, Inc. is now known as Avis Group Holdings, LLC.
|
†
|
Denotes management contract or compensatory plan.
|
††
|
Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
*
|
*
|
*
|
*
|
*
|
*
|
|
2
|
|
|
|
Very truly yours,
AVIS BUDGET CAR RENTAL, LLC
|
|
|
|
By:
|
/s/ Ned Linnen
|
|
|
|
Name:
|
Ned Linnen
|
|
|
|
Title:
|
CHRO
|
|
*
|
*
|
*
|
*
|
*
|
*
|
|
2
|
|
|
|
Very truly yours,
AVIS BUDGET CAR RENTAL, LLC
|
|
|
|
By:
|
/s/ Ned Linnen
|
|
|
|
Name:
|
Ned Linnen
|
|
|
|
Title:
|
CHRO
|
|
|
3
|
|
*
|
*
|
*
|
*
|
*
|
*
|
|
2
|
|
|
|
Very truly yours,
AVIS BUDGET CAR RENTAL, LLC
|
|
|
|
By:
|
/s/ Ned Linnen
|
|
|
|
Name:
|
Ned Linnen
|
|
|
|
Title:
|
CHRO
|
|
1.
|
The consent of the Requisite Investors shall have been given in accordance with the terms of the applicable Supplement and a copy thereof provided to the Trustee.
|
2.
|
The Rating Agency Consent Condition shall have been satisfied.
|
3.
|
The Trustee shall have received an Officer’s Certificate of ABRCF dated as of the date hereof to the effect that (i) no Amortization Event, Aggregate Asset Amount Deficiency, Enhancement Agreement Event of Default, Enhancement Deficiency, Loan Event of Default, AESOP I Operating Lease Vehicle Deficiency, Manufacturer Event of Default, Lease Event of Default, Potential Amortization Event, Potential Enhancement Agreement Event of Default, Potential Loan Event of Default, Potential Lease Event of Default, or Potential Manufacturer Event of Default is continuing or will occur as a result of the execution and delivery of this Supplemental Indenture, and (ii) the execution and delivery of this Supplemental Indenture will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Related Document, to which ABRCF is a party or by which it or its property is bound or any order of any court or administrative agency entered in the suit, action or other judicial or administrative proceeding to which ABRCF is a party or by which it or its property may be bound or to which it or its property may be subject,
|
4.
|
The Trustee shall have received one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein and an Officer’s Certificate of ABRCF, in each case, in a form substantially acceptable to the Trustee, dated the date hereof, substantially to the effect that (x) the amendment effected by Section 1.1 of this Supplemental Indenture shall not
|
|
|
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC,
as Issuer |
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President, Assistant Secretary & Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee |
|
|
|
|
|
|
|
|
By:
|
/s/ David H. Hill
|
|
|
|
|
Name: David H. Hill
|
|
|
|
|
Title: Vice President
|
|
|
|
|
AESOP LEASING L.P.
|
|
|
|
|
|
|
|
|
By:
|
AESOP LEASING CORP.,
its general partner |
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President and Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President, Assistant Secretary & Assistant Treasurer
|
|
|
|
|
Acknowledged and consented to:
|
|
|
|
|
|
|
|
|
|
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee |
|
|
|
|
|
|
|
|
By:
|
David H. Hill
|
|
|
|
|
Name: David H. Hill
Title: Vice President |
|
|
|
|
AESOP LEASING L.P., as Lessor
|
|
|
|
|
|
|
|
|
By:
|
AESOP LEASING CORP.,
its general partner |
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President and Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVIS BUDGET CAR RENTAL, LLC, as Lessee and Administrator
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Assistant Treasurer
|
|
|
|
Acknowledged and Consented
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
Title: Vice President, Assistant Secretary & Assistant Treasurer
|
|
|
|
|
THE BANK OF NEW YORK TRUST COMPANY,
N.A., as Trustee |
|
|
|
|
|
|
|
|
By:
|
/s/ David H. Hill
|
|
|
|
|
Name: David H. Hill
Title: Vice President |
|
|
|
|
|
AESOP LEASING L.P.
|
|
|
|
|
|
|
|
|
By:
|
AESOP LEASING CORP., its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President and Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVIS BUDGET CAR RENTAL, LLC, as Lessee, Administrator and Finance Lease Guarantor
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVIS RENT A CAR SYSTEM, LLC., as Lessee
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President and Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BUDGET RENT A CAR SYSTEM, INC.,
as Lessee |
|
|
|
|
|
|
|
|
By:
|
/s/ David B. Wyshner
|
|
|
|
|
Name: David B. Wyshner
|
|
|
|
|
Title: Senior Executive Vice President, Chief Financial Officer & Treasurer
|
|
|
|
|
Acknowledged and Consented
|
|
|
|
|
|
|
|
|
|
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Lender
|
|
|
|
|
|
|
|
|
By:
|
David Calabria
|
|
|
|
|
Name: David Calabria
Title: Vice President, Assistant Secretary & Assistant Treasurer |
|
|
|
|
THE BANK OF NEW YORK TRUST COMPANY,
N.A., as Trustee |
|
|
|
|
|
|
|
|
By:
|
David H. Hill
|
|
|
|
|
Name: David H. Hill
Title: Vice President |
|
|
|
|
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President, Assistant Secretary & Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AESOP LEASING L.P.
|
|
|
|
|
|
|
|
|
By:
|
AESOP LEASING CORP., its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President and Assistant Treasurer
|
||
|
|
|
|
|
|
|
|
|
|
|
|
AESOP LEASING CORP. II
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
|
|
|
|
Title: Vice President and Assistant Treasurer
|
||
|
|
|
|
|
|
|
|
|
|
|
|
AVIS BUDGET RENTAL CAR, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ David Calabria
|
|
|
|
|
Name: David Calabria
|
||
|
|
Title: Assistant Treasurer
|
|
|
Acknowledged and consented to:
|
|
|
|
|
|
|
|
|
|
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee |
||
|
|
|
|
|
|
By:
|
David H. Hill
|
|
|
|
|
Name: David H. Hill
Title: Vice President |
|
|
NEWYORK 8781688 (2K)
First Amendment to 2nd A&R Administration Agreement
|
2
|
|
|
|
Page
|
ARTICLE I DEFINITIONS
|
2
|
|
ARTICLE II SERIES 2013-2 ALLOCATIONS
|
30
|
|
Section 2.1.
|
Establishment of Series 2013-2 Collection Account, Series 2013-2 Excess Collection Account and Series 2013-2 Accrued Interest Account
|
30
|
Section 2.2.
|
Allocations with Respect to the Series 2013-2 Notes
|
30
|
Section 2.3.
|
Payments to Noteholders
|
36
|
Section 2.4.
|
Payment of Note Interest
|
40
|
Section 2.5.
|
Payment of Note Principal
|
41
|
Section 2.6.
|
Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment
|
50
|
Section 2.7.
|
Series 2013-2 Reserve Account
|
50
|
Section 2.8.
|
Series 2013-2 Letters of Credit and Series 2013-2 Cash Collateral Account
|
54
|
Section 2.9.
|
Series 2013-2 Distribution Account
|
61
|
Section 2.10.
|
Series 2013-2 Accounts Permitted Investments
|
63
|
Section 2.11.
|
Series 2013-2 Demand Notes Constitute Additional Collateral for Series 2013-2 Notes
|
63
|
Section 2.12.
|
Subordination of the Class B Notes and Class C Notes
|
63
|
ARTICLE III AMORTIZATION EVENTS
|
64
|
|
ARTICLE IV FORM OF SERIES 2013-2 NOTES
|
65
|
|
Section 4.1.
|
Restricted Global Series 2013-2 Notes
|
65
|
Section 4.2.
|
Temporary Global Series 2013-2 Notes; Permanent Global Series 2013-2 Notes
|
66
|
ARTICLE V GENERAL
|
66
|
|
Section 5.1.
|
Optional Repurchase
|
66
|
Section 5.2.
|
Information
|
67
|
Section 5.3.
|
Exhibits
|
67
|
Section 5.4.
|
Ratification of Base Indenture
|
67
|
Section 5.5.
|
Counterparts
|
67
|
Section 5.6.
|
Governing Law
|
68
|
Section 5.7.
|
Amendments
|
68
|
Section 5.8.
|
Discharge of Indenture
|
68
|
Section 5.9.
|
Notice to Rating Agencies
|
68
|
Section 5.10.
|
Capitalization of ABRCF
|
68
|
Section 5.11.
|
Required Noteholders.
|
68
|
Section 5.12.
|
Series 2013-2 Demand Notes
|
69
|
Section 5.13.
|
Termination of Supplement
|
69
|
Section 5.14.
|
Noteholder Consent to Certain Amendments
|
69
|
Section 5.15.
|
Confidential Information.
|
69
|
Section 5.16.
|
Capitalized Cost Covenant
|
70
|
Section 5.17.
|
Further Limitation of Liability.
|
71
|
Section 5.18.
|
Series 2013-2 Agent.
|
71
|
Section 5.19.
|
Force Majeure.
|
71
|
Section 5.20.
|
Waiver of Jury Trial, etc.
|
71
|
Section 5.21.
|
Submission to Jurisdiction.
|
71
|
Section 5.22.
|
Class C Notes Conditions Precedent. .
|
72
|
Exhibit A‑1:
|
Form of Restricted Global Class A Note
|
Exhibit A‑2:
|
Form of Temporary Global Class A Note
|
Exhibit A‑3:
|
Form of Permanent Global Class A Note
|
Exhibit B‑1:
|
Form of Restricted Global Class B Note
|
Exhibit B‑2:
|
Form of Temporary Global Class B Note
|
Exhibit B‑3:
|
Form of Permanent Global Class B Note
|
Exhibit C‑1:
|
Form of Restricted Global Class C Note
|
Exhibit C‑2:
|
Form of Temporary Global Class C Note
|
Exhibit C‑3:
|
Form of Permanent Global Class C Note
|
Exhibit D:
|
Form of Series 2013-2 Demand Note
|
Exhibit E-1:
|
Form of Class A/B Letter of Credit
|
Exhibit E-2:
|
Form of Class C Letter of Credit
|
Exhibit F
:
|
Form of Lease Payment Deficit Notice
|
Exhibit G
:
|
Form of Demand Notice
|
Exhibit H
:
|
Form of Supplemental Indenture No. 4 to the Base Indenture
|
Exhibit I
:
|
Form of Amendment to the Master Exchange Agreement
|
Exhibit J:
|
Form of Amendment to the AESOP I Operating Lease
|
Exhibit K:
|
Form of Amendment to the Finance Lease
|
Exhibit L:
|
Form of Amendment to the AESOP I Operating Lease Loan Agreement
|
Exhibit M:
|
Form of Amendment to the AESOP I Finance Lease Loan Agreement
|
|
|
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC
|
|
By:
|
/s/ Rochelle Tarlowe
|
Name:
|
Rochelle Tarlowe
|
Title:
|
Vice President and Treasurer
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
|
By:
|
/s/ Mitchell Brumwell
|
Name:
|
Mitchell Brumwell
|
Title:
|
Vice President
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Series 2013-2 Agent
|
|
By:
|
/s/ Mitchell Brumwell
|
Name:
|
Mitchell Brumwell
|
Title:
|
Vice President
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
2233516 Ontario, Inc.
|
|
Canada
|
AB Canada Holdings I Limited Partnership
|
|
Canada
|
AB Canada Holdings II Partnership
|
|
Canada
|
AB Canada Holdings III Limited Partnership
|
|
Canada
|
AB Car Rental Services Inc.
|
|
Delaware
|
AB Funding Pty Ltd.
|
|
Australia
|
AB Luxembourg Holdings, S.á r.l.
|
|
Luxembourg
|
ABG Car Services Holdings LLC
|
|
Delaware
|
ABQ Rentals, Inc.
|
|
New Mexico
|
Advance Ross Corporation
|
|
Delaware
|
Advance Ross Intermediate Corporation
|
|
Delaware
|
Advance Ross Sub Company
|
|
Delaware
|
AE Consolidation Limited
|
|
England and Wales
|
AE Holdco Limited
|
|
England and Wales
|
Aegis Motor Insurance Limited
|
|
Isle of Man
|
AESOP Leasing Corp.
|
|
Delaware
|
AESOP Leasing LP
|
|
Delaware
|
Anji Car Rental & Leasing Company Limited
|
|
China
|
Apex Car Rentals
|
|
New Zealand
|
Apex Car Rentals Pty Ltd.
|
|
Australia
|
ARAC Management Services Inc.
|
|
Delaware
|
ARACS LLC
|
|
Delaware
|
Arbitra S.A.
|
|
Argentina
|
Atlin, Inc.
|
|
Florida
|
AU Holdco Pty Ltd.
|
|
Australia
|
Auto Accident Consultants Pty. Limited
|
|
Australia
|
Auto-Hall S.A.
|
|
Monaco
|
Avis (US) Holdings BV
|
|
The Netherlands
|
Avis Africa Limited
|
|
England and Wales
|
Avis Alquile un Coche S.A.
|
|
Spain
|
Avis Asia and Pacific LLC
|
|
Delaware
|
Avis Asia Limited
|
|
England and Wales
|
Avis Assistance Limited
|
|
England and Wales
|
Avis Budget Autoverhuur B.V.
|
|
The Netherlands
|
Avis Autovermietung GesbmH
|
|
Austria
|
AvisBudget Group Limited
|
|
New Zealand
|
Avis Belgium SA
|
|
Belgium
|
Avis Budget Auto Service GmbH
|
|
Germany
|
Avis Budget Autovermietung Beteiligungs GmbH
|
|
Germany
|
Avis Budget Autovermietung AG
|
|
Switzerland
|
Avis Budget Autovermietung GmbH & Co KG
|
|
Germany
|
Avis Budget Autovermietung Verwaltungs GmbH
|
|
Germany
|
Avis Budget Car Rental Canada ULC
|
|
Canada
|
Avis Budget Car Rental LLC
|
|
Delaware
|
Avis Budget Contact Centers Inc.
|
|
Canada
|
Avis Budget Group Contact Centre EMEA S.A.
|
|
Spain
|
Avis Budget de Puerto Rico, Inc.
|
|
Puerto Rico
|
Avis Budget EMEA Limited
|
|
England and Wales
|
Avis Budget Finance Inc.
|
|
Delaware
|
Avis Budget Finance plc
|
|
Jersey
|
Avis Budget Group BSC Korlátolt Felelõsségû Társaság
|
|
Hungary
|
Avis Budget Group Limited
|
|
New Zealand
|
Avis Budget Group Pty Limited
|
|
Australia
|
Avis Budget Holdings LLC
|
|
Delaware
|
Avis Budget International Financing, S.á r.l.
|
|
Luxembourg
|
Avis Budget Italia S.p.A.
|
|
Italy
|
Avis Budget Italia SpA Fleet Co S.A.P.A.
|
|
Italy
|
Avis Budget Rental Car Funding (AESOP) LLC
|
|
Delaware
|
Avis Budget Services Limited
|
|
England and Wales
|
Avis Budget UK Limited
|
|
England and Wales
|
Avis Car Rental Group LLC
|
|
Delaware
|
Avis Caribbean, Limited
|
|
Delaware
|
Avis Commercial Holdings Limited
|
|
England and Wales
|
Avis Contact Centres Limited
|
|
England and Wales
|
Avis Enterprises, Inc.
|
|
Delaware
|
Avis Europe Group Holdings BV
|
|
The Netherlands
|
Avis Europe Holdings Limited
|
|
England and Wales
|
Avis Europe International Reinsurance Limited
|
|
Isle of Man
|
Avis Europe Investment Holdings Limited
|
|
England and Wales
|
Avis Europe Investments Limited
|
|
England and Wales
|
Avis Europe Overseas Limited
|
|
England and Wales
|
Avis Europe Risk Management Limited
|
|
England and Wales
|
Avis Europe & Middle East Limited
|
|
England and Wales
|
Avis Finance Company (No. 2) Limited
|
|
England and Wales
|
Avis Finance Company (No. 3) Limited
|
|
Jersey Channel Islands
|
Avis Finance Company Limited
|
|
England and Wales
|
Avis Financement Vehicles SAS
|
|
France
|
Avis Financial Services Limited
|
|
England and Wales
|
Avis Group Holdings LLC
|
|
Delaware
|
Avis Holdings, Inc
|
|
Delaware
|
Avis India Investments Private Limited
|
|
India
|
Avis International Holdings, LLC
|
|
Delaware
|
Avis International Ltd.
|
|
Delaware
|
Avis Investment Services (No. 2)
|
|
England and Wales
|
Avis Investment Services Limited
|
|
England and Wales
|
Avis IP Security Limited
|
|
England and Wales
|
Avis Leasing Corporation
|
|
Delaware
|
Avis Leisure Services Limited
|
|
Jersey Channel Islands
|
Avis Licence Holdings Limited
|
|
England and Wales
|
Avis Location de Voitures Sarl
|
|
Luxembourg
|
Avis Location de Voitures SAS
|
|
France
|
Avis Lube Inc.
|
|
Delaware
|
Avis Management Pty. Limited
|
|
Australia
|
Avis Management Services, Ltd.
|
|
Delaware
|
Avis New York General Partnership
|
|
New York
|
Avis Operations LLC
|
|
Delaware
|
Avis Pension Trustees Limited
|
|
England and Wales
|
Avis Portugal S.G.P.S. LDA
|
|
Portugal
|
Avis Profit Share Trustees Limited
|
|
England and Wales
|
Avis Rent A Car (Isle Of Man) Limited
|
|
Isle of Man
|
Avis Rent A Car Limited
|
|
New Zealand
|
Avis Rent A Car Sdn. Bhd.
|
|
Malaysia
|
Avis Rent A Car System LLC
|
|
Delaware
|
Avis Service Inc.
|
|
Delaware
|
Avis Truck Leasing Limited
|
|
England and Wales
|
Aviscar Inc.
|
|
Canada
|
Baker Car and Truck Rental Inc.
|
|
Arkansas
|
Barcelsure Limited
|
|
England and Wales
|
Bell’Aria S.p.A
|
|
Italy
|
BGI Leasing Inc.
|
|
Delaware
|
Budget Funding Corporation
|
|
Delaware
|
Budget International, Inc.
|
|
Delaware
|
Budget Locacao de Veiculos Ltda.
|
|
Brazil
|
Budget Rent A Car Australia Pty. Ltd.
|
|
Australia
|
Budget Rent A Car Licensor, LLC
|
|
Delaware
|
Budget Rent A Car Limited
|
|
New Zealand
|
Budget Rent a Car Operations Pty. Ltd.
|
|
Australia
|
Budget Rent A Car System Inc.
|
|
Delaware
|
Budget Truck Rental LLC
|
|
Delaware
|
Budgetcar Inc.
|
|
Canada
|
Business Rent A Car GmbH
|
|
Austria
|
C.D. Bramall (Bingley) Limited
|
|
England and Wales
|
Camfox Pty. Ltd.
|
|
Australia
|
Catalunya Carsharing S.A.
|
|
Spain
|
CCRG Servicos De Automoveis Ltda
|
|
Brazil
|
CD Intellectual Property Holdings, LLC
|
|
Delaware
|
Cellrent Limited
|
|
England and Wales
|
Cendant Finance Holding Company LLC
|
|
Delaware
|
Centre Point Funding, LLC
|
|
Delaware
|
Centrus Limited
|
|
England and Wales
|
Chaconne Pty. Limited
|
|
Australia
|
Cilva Holdings Limited
|
|
England and Wales
|
Cirrus Capital (Jersey) One Limited
|
|
Jersey Channel Islands
|
Cirrus Capital (Jersey) Two Limited
|
|
Jersey Channel Islands
|
Constellation Reinsurance Company Limited
|
|
Barbados
|
Dallas Holding, S.A.
|
|
Brazil
|
Ecovale
|
|
England and Wales
|
Europe Leisure Holdings NV
|
|
The Netherlands
|
Flomco, Inc.
|
|
Florida
|
Garage St Martin sas
|
|
France
|
Garep AG
|
|
Switzerland
|
HFS Truck Funding Corporation
|
|
Delaware
|
L&S Vehicle Leasing, Inc.
|
|
Florida
|
LAS Rentals, LLC
|
|
Florida
|
LAS Sales & Leasing, Inc.
|
|
Nevada
|
Manor National Limited
|
|
England and Wales
|
Mercury Car Rentals Private Limited
|
|
India
|
Milton Location de Voitures SAS
|
|
France
|
Mobility, Inc.
|
|
Washington
|
Motorent Inc.
|
|
Tennessee
|
National Car Rentals (Private) Limited
|
|
Singapore
|
Nocal Rentals, Inc.
|
|
California
|
Orlin, Inc.
|
|
Florida
|
Pathfinder Insurance Company
|
|
Colorado
|
Payhot Limited
|
|
England and Wales
|
Payless Car Rental, Inc.
|
|
Nevada
|
Payless Car Rental System, Inc.
|
|
Florida
|
Payless Car Sales, Inc.
|
|
Florida
|
Payless Parking, LLC
|
|
Florida
|
PCR Venture, LLC
|
|
Delaware
|
PCR Venture of Denver, LLC
|
|
Delaware
|
PCR Venture of Phoenix, LLC
|
|
Delaware
|
PF Claims Management Ltd.
|
|
Delaware
|
PR Holdco, Inc.
|
|
Delaware
|
Prolita Ltd.
|
|
United Kingdom
|
PV Holding Corp.
|
|
Delaware
|
PVI Kraftfahrzeug- Leasing GmbH
|
|
Germany
|
Quartx Fleet Management Inc.
|
|
Delaware
|
Rent-A-Car Company, Incorporated
|
|
Virginia
|
REZLink International, Inc.
|
|
Florida
|
Runabout, LLC
|
|
Delaware
|
Safeguard (Legal Expenses) Limited
|
|
England and Wales
|
SCA sas
|
|
France
|
Sceptre-Europe Limited
|
|
England and Wales
|
Seatac Rentals, Inc.
|
|
Washington
|
Servicios Avis S.A.
|
|
Mexico
|
Show Group Enterprises Limited
|
|
New Zealand
|
Show Group Enterprises Pty Limited
|
|
Australia
|
SLC Rentals, Inc.
|
|
Utah
|
Sovial Sociedade de Viaturas de Aluguer LDA
|
|
Portugal
|
Sovialma Sociedade de Viaturas de Aluguer da Madeira LDA
|
|
Portugal
|
Strongdraw Limited
|
|
England and Wales
|
Team Fleet Financing Corporation
|
|
Delaware
|
Upperextra (No. 2) Limited
|
|
England and Wales
|
Upperextra Limited
|
|
England and Wales
|
Virgin Islands Enterprises Inc.
|
|
Virgin Islands
|
W.T.H. Fleet Leasing Pty. Limited
|
|
Australia
|
W.T.H. PTY. Limited
|
|
Australia
|
We Try Harder Pty. Limited
|
|
Australia
|
Wizard Co. Inc.
|
|
Delaware
|
Wizard Services Inc.
|
|
Delaware
|
WTH Canada Inc.
|
|
Canada
|
WTH Car Rental, ULC
|
|
Canada
|
WTH Funding Limited Partnership
|
|
Canada
|
Yourway Rent A Car Limited
|
|
New Zealand
|
Yourway Rent A Car Pty Limited
|
|
Australia
|
Zipcar, Inc.
|
|
Delaware
|
Zipcar (UK) Limited
|
|
United Kingdom
|
Zipcar Austria GmbH
|
|
Austria
|
Zipcar Canada, Inc.
|
|
Canada
|
Zipcar New York, Inc.
|
|
Delaware
|
Zipcar Securities Corporation
|
|
Massachusetts
|
Zipcar Vehicle Financing, LLC
|
|
Delaware
|
Zodiac Autovermietung AG
|
|
Switzerland
|
Zodiac Europe Finance Company Limited
|
|
England and Wales
|
Zodiac Europe Investments Limited
|
|
England and Wales
|
Zodiac Europe Limited
|
|
England and Wales
|
Zodiac Italia S.p.A.
|
|
Italy
|
Zodiac Rent a Car Limited
|
|
England and Wales
|
1.
|
I have reviewed this annual report on Form 10-K of Avis Budget Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Ronald L. Nelson
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of Avis Budget Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ David B. Wyshner
|
|
|
Senior Executive Vice President and
|
|
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ RONALD L. NELSON
|
|
Ronald L. Nelson
|
|
Chief Executive Officer
|
|
February 20, 2014
|
|
|
|
/s/ DAVID B. WYSHNER
|
|
David B. Wyshner
|
|
Senior Executive Vice President
|
|
and Chief Financial Officer
|
|
February 20, 2014
|
|